2010-27349 Resolution2010-27349
RESOLUTION NO._ _
A RESOLUTION APPROVING AN AMENDED AND RESTATED AGREEMENT
BETWEEN THE CITY AND DENNIS ALAN RICHARD (AS SUCCESSOR IN
INTEREST TO JOHN AND JOHANNA BASS), WHICH NEW AGREEMENT
REPLACES AND SUPERCEDES THE 1963 AGREEMENT (AND ALL
AMENDMENTS THERETO) BETWEEN THE CITY AND JOHN AND JOHANNA
BASS, AND HEREINAFTER SETS FORTH THE PARTIES' RESPECTIVE RIGHTS
AND OBLIGATIONS WITH RESPECT TO THE CONTINUED ADMINISTRATION,
OPERATION AND MAINTENANCE OF THE JOHN AND JOHANNA BASS
COLLECTION AT THE BASS MUSEUM OF ART; PROVIDED FURTHER THAT THE
CITY AND MR. RICHARD SHALL NOT EXECUTE AND EFFECTUATE THE SAID
NEW AGREEMENT UNTIL SUCH TIME AS 1) THE FRIENDS OF THE BASS
MUSEUM, INC. APPROVES ITS NEW BY-LAWS, WHICH BY-LAWS, IN PART,
WILL FORMALLY RENAME THE FRIENDS TO THE BASS MUSEUM OF ART, INC.;
AND 2) THE TRANSITION FROM THE FRIENDS (AND THE CURRENT BASS
MUSEUM BOARD OF DIRECTORS) TO THE BASS MUSEUM OF ART, INC., AS
THE INTENDED NEW GOVERNING ENTITY OF THE BASS MUSEUM, IS
ACCOMPLISHED.
WHEREAS, the Bass Museum (Museum) was established from its inception as a strong
public/private partnership through a contractual agreement entered into in 1963 between the
City and John and Johanna Bass, whereby the City accepted the gift of the art collection of John
and Johanna Bass (the Bass Collection), in exchange for making the Bass Collection open and
available to the public in a building maintained by the City (the 1963 Agreement and all
subsequent amendments thereto is hereinafter referred to as the "1963 Bass Agreement"); and
WHEREAS, the 1963 Bass Agreement, requires the City to maintain the Bass Collection
in perpetuity; provide for the exhibition of the Collection; keep it open and available to the public;
and provide basic funding for the maintenance and exhibition of the Collection; and
WHEREAS, the City fulfills this obligation by funding the operational elements of the
Bass Museum and maintaining the building, which is a City asset; and
WHEREAS, the 1963 Bass Agreement further stipulates that the Bass Museum shall be
overseen by a Board of Trustees, who has the responsibility for Museum policies and
procedures, as well as day-to-day management through the staff it employs; and
WHEREAS, a third entity exists to promote and further the mission of the Bass Museum,
the Friends of the Bass Museum, Inc., which is a 501(c)3 was established in 1978 as the
membership and fundraising arm of the Museum; and
WHEREAS, the President of the Friends chairs the Board of Trustees and is a member
of the Friends' board of directors who advocate and raise funds for the Museum, and sponsor
Museum programs (which include all special exhibitions and educational programs); and
WHEREAS, the Administration has been working closely with representatives of the
Board of Trustees and the Friends to streamline the Museum's current governance model,
standardize employment practices, and empower the Museum to fully realize its potential as the
City's preeminent art institution; and
WHEREAS, at the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089
was approved, which authorized the transfer of $137,000 in budgeted, appropriated funds for
the Bass Museum, to the Friends of the Bass Museum, which provided the Friends with direct
oversight and management of the operational issues funded by this allocation, allowing the
Friends to pursue potential savings by using non-City contracts for certain services.
WHEREAS, this transfer also began the process of transitioning some of the day-to-day
administration and oversight of operational issues to the Friends; and
WHEREAS, at the September 24, 2009 City Commission Meeting, Resolution No. 2009-
27216was approved, authorizing the transfer of $512,000 to the Friends of the Bass Museum to
fund certain operating expenses for Fiscal Year 2009-10; and
WHEREAS, the Administration and representatives of the Friends of the Museum
commenced discussions in August of 2009 to begin the process of developing a new
governance model for the Museum, which includes an overhaul of the existing by-laws of the
Friends, culminating in the renaming of Friends of the Bass Museum, to the Bass Museum of
Art, Inc.; and
WHEREAS, the Administration has also been working with Dennis Alan Richard, who is
the testamentary representative of the Bass Family (and therefore successor in interest to John
and Johanna Bass under the 1963 Bass Agreement) to draft a new agreement, essentially
updating and clarifying the terms and conditions of the 1963 Bass Agreement; and
WHEREAS, this new Agreement would, among other things, rename the Friends of the
Bass Museum, Inc. and replace the existing Board of Trustees, with a new governing body,
named the Bass Museum of Art, Inc., composed of actual stakeholders (as opposed to the
current Board of Trustees, who maintain their seats by virtue of their contractually designated
positions); and
WHEREAS, the City Manager would retain membership on the new governing board,
with voting power equivalent to 20% of the Board and the day-to-day responsibility to ensure the
City's contractual obligations to maintain the Collection would be handled by this new governing
body; and
WHEREAS, The Friends are currently working on updating and amending their by-laws
in preparation for their transitioning to this new governing body, the Bass Museum of Art, Inc.
and will be presented to their Board of Directors at their April 2010 meeting for approval and
adoption; and
WHEREAS, replacing the current governance structure with the aforestated new board
will transfer decision-making power to professionals and stakeholders; finally bringing the
Museum into full compliance with the accepted operating standards of the American Association
of Museums (AAM), and empowering the institution to become, for the first time, one of the
region's leading art museums.
WHEREAS, although the City will continue its financial obligations to maintain and
exhibit the Collection, in perpetuity: it will realize substantial savings over time through the
transitioning of all City staff and daily operational expenses to the new governing body; and
WHEREAS, the Finance and Citywide Projects Committee discussed this at their
January meeting and unanimously recommended in favor of the Amended and Restated the
Bass Museum Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA that the Mayor and City
Commission hereby approve and authorize the Mayor and City Clerk to execute an Amended
and Restated Agreement between the City and Dennis Alan Richard (as successor in interest to
John and Johanna Bass), which new agreement replaces and supercedes the 1963 Agreement
(and all amendments thereto) between the City and John and Johanna Bass, and hereinafter
sets forth the parties' respective rights and obligations with respect to the continued
administration, operation and maintenance of the John and Johanna Bass Collection at the bass
museum of Art; provided further that the City and Mr. Richard shall not execute and effectuate
the said new agreement until such time as 1) the Friends of the Bass Museum, Inc. approves its
new by-laws, which by-laws, in part, will formally rename the Friends to the Bass Museum of
Art, Inc.; and 2) the transition from the Friends (and the current Bass Museum Board of
Directors) to the Bass Museum of Art, Inc., as the intended new governing entity of the Bass
Museum, is accomplished.
PASSED and ADOPTED this 10th day of March, 2010.
AYOR
A ESTED BY:
~~~ P~ ~C~
CITY CLERK
T:WGENDA\2010\March 10\Consent\Bass Museum Reso.doc.RTF
APPROVED AS TO
FORM & LANGUAGE
& FOR EXEC IUTION
~,\-, 3 2,~t ~
ity orn G„ ate
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution amending and restating the agreement between the City Dennis Richartl, as successor in interest to John and Johann
Bass, which new agreement replaces and supersedes the 1963 Agreement between the City and John and Johanna Bass(and~ll
amendments thereto), and hereinafter sets forth the parties' respective rights and obligations with respect to the continued
administration, operation and maintenance of the John and Johanna Bass collection at the Bass Museum of Art; provided further that
the City and Mr. Richard shall not execute and effectuate the said new agreement until such time as the Friends of the Bass Museum,
Inc. approves its new by-laws, which by-laws, in part, will formally rename the Friends to the Bass Museum of Art, Inc.
Ke Intended Outcome Su orted:
Increase satisfaction with famil recreational activities
Supporting Data (Surveys, Environmental Scan, etC.): The 2009 Community Satisfaction Survey shows that 73.3 % of
residents and 58.7 % of businesses feel the City has the "right amount" of cultural events available. The same survey shows that
residents attend museums on average 6.85 times per year. However, 29.3% of residents also feel the City has "too few' museums.
Issue:
Shall the Ma or and Ci Commission a rove the Resolution?
The Bass Museum (Museum) was established from its inception as a strong public/private partnership through a contractual agreement
entered into in 1963, when the City accepted the gift of the art collection of John and Johanna Bass (the Bass Collection), in exchange
for making the Bass Collection open and available to the public in a building maintained by the City. Specifically, the 1963 Agreement,
as amended, requires the City to maintain the Collection in perpetuity; provide for the exhibition of the Collection; keep it open and
available to the public; and provide basic funding for the maintenance and exhibition of the Collection. The City fulfills this obligation by
funding the operational elements of the Bass Museum and maintaining the building, which is a City asset.
The Agreement further stipulates that the Bass Museum shall be overseen by a Board of Trustees, which is currently composed of the
City Manager, the President of the Miami Beach Chamber of Commerce, the President of the Friends of the Bass Museum, Inc ,and
two members of the Bass family. The Board has the responsibility for Museum policies and procedures, as well as day-t~-day
management through the staff it employs. In addition to the City and the Board of Trustees, a third entity exists to promote and further
the mission of the Bass Museum: the Friends of the Bass Museum, Inc. This 501(c) 3 was established in 1978 as the membership and
fundraising arm of the Museum. The President of the Friends chairs the Board of Trustees. The Friends' board of directors serves as
advisor to the Trustees, advocates and raises funds for the Museum, and sponsors Museum programs (which include all special
exhibitions and educational programs).
The Administration has been working closely since August 2009 with representatives ofthe Board of Trustees, the Friends and Dennis
Richard, the successor in interest to John and Johanna Bass under the original 1963 Agreement, to streamline the Museum's current
governance model, standardize employment practices, and empower the Museum to fully realize its potential as the City's preeminent
art institution. The development of a new governance model for the Museum would include an overhaul of the existing by-laws of the
Friends, culminating in the Friends reconstituting themselves as the Bass Museum of Art, Inc. (which entity will replace the Friends as
the new goveming entity for the museum). To effectuate a new govemance model, the Administration also has been working with Mr.
Richard, to draft a new (amended and restated) Agreement, essentially updating the terms and conditions of the 1963 Agreement.
This new Agreement would, among other things, rename the Friends of the Bass Museum, Inc. and replace the existing Board of
Trustees with a new goveming body, named the Bass Museum of Art, Inc., composed of actual stakeholders (as opposed to the current
Board of Trustees who maintain their seats by virtue of their contractually designated positions). The City Manager would retain
membership on the new governing board, with voting power equivalent to 20% of the Board (equivalent to his representation on the
current Board of Trustees). The day-to-day responsibility to ensure the City's contractual obligations to maintain the Collection would be
handled by Bass Museum of Art, Inc. Attached is a copy of the Amended and Restated Bass Museum Agreement between the City and
Mr. Richard.
APPROVAL OF THE RESOLUTION.
Adviso Board Recommendation:
The Finance and Citywide Projects Committee discussed this at their January meeting and unanimously recommended in favor of
Financial Information:
Source of
Funds:
Financial Impact Summary:
M M E AM I B EA,~ H AGENDA CTEM ~/ n
DATE 3-ro-rv
m MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beoch, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager
DATE: March 10, 2010
SUBJECT: A RESOLUTION APPROVING AN AMENDED AND RESTATED AGREEMENT
BETWEEN THE CITY AND DENNIS ALAN RICHARD (AS SUCCESSOR IN INTEREST
TO JOHN AND JOHANNA BASS), WHICH NEW AGREEMENT REPLACES AND
SUPERCEDES THE 1963 AGREEMENT (AND ALL AMENDMENTS THERETO)
BETWEEN THE CITY AND JOHN AND JOHANNA BASS, AND HEREINAFTER SETS
FORTH THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT
TO THE CONTINUED ADMINISTRATION, OPERATION AND MAINTENANCE OF THE
JOHN AND JOHANNA BASS COLLECTION AT THE BASS MUSEUM OF ART;
PROVIDED FURTHER THAT THE CITY AND MR. RICHARD SHALL NOT EXECUTE
AND EFFECTUATE THE SAID NEW AGREEMENT UNTIL SUCH TIME AS 1) THE
FRIENDS OF THE BASS MUSEUM, INC. APPROVES ITS NEW BY-LAWS, WHICH BY-
LAWS, INPART, WILL FORMALLY RENAME THE FRIENDS TO THE BASS MUSEUM
OF ART, INC.; AND 2) THE TRANSITION FROM THE FRIENDS (AND THE CURRENT
BASS MUSEUM BOARD OF DIRECTORS) TO THE BASS MUSEUM OF ART, INC., AS
THE INTENDED NEW GOVERNING ENTITY OF THE BASS MUSEUM, IS
ACCOMPLISHED.
ADMINISTRATION RECOMMENDATION
Adopt the resolution.
ANALYSIS
The Bass Museum (Museum) was established from its inception as a strong public/private
partnership through a contractual agreement entered into in 1963, when the City accepted the gift of
the art collection of John and Johanna Bass (the Bass Collection), in exchange for making the Bass
Collection open and available to the public in a building maintained by the City.
Specifically, the 1963 Agreement, as amended, requires the City to maintain the Collection in
perpetuity; provide for the exhibition of the Collection; keep it open and available to the public; and
provide basic funding for the maintenance and exhibition of the Collection. The City fulfills this
obligation by funding the operational elements of the Bass Museum and maintaining the building,
which is a City asset.
The Agreement further stipulates that the Bass Museum shall be overseen by a Board of Trustees,
which is currently composed of the City Manager, the President of the Miami Beach Chamber of
Commerce, the President of the Friends of the Bass Museum, Inc., and two members of the Bass
family. The Board has the responsibility for Museum policies and procedures, aswell asday-to-day
management through the staff it employs.
Commission Memorandum
Bass Museum Amendment
March 10, 2010
Page 2 of 3
In addition to the City and the Board of Trustees, a third entity exists to promote and further the
mission of the Bass Museum: the Friends of the Bass Museum, Inc. This 501(c)3 was established
in 1978 as the membership and fundraising arm of the Museum. The President of the Friends also
chairs the Board of Trustees. The Friends' board of directors serves as advisor to the Trustees;
advocates and raises funds for the Museum; and sponsors Museum programs (which include all
special exhibitions and educational programs).
The Museum's membership, education, development, and marketing efforts are currently realized by
employees of the Friends of the Bass Museum. The Museum's Executive DirectoNChief Curator is
a City employee (with full benefits), but is hired by, and answers to, the Bass Board of Trustees.
Thus, the current Museum staff consists of City employees (both classified and unclassified) and
Friends employees, with substantial differences in benefits and pay scales.
The Administration has been working closely with representatives of the Board of Trustees, the
Friends and Dennis Alan Richard, the successor in interest to John and Johanna Bass under the
original 1963 Agreement, to streamline the Museum's current governance model, standardize
employment practices, and empower the Museum to fully realize its potential as the City's
preeminent art institution.
At the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089 was approved, which
authorized the transfer of $137,000 in budgeted, appropriated funds for the Bass Museum, to the
Friends of the Bass Museum. In addition to providing the Friends with direct oversight and
management of the operational issues funded by this allocation, this also allowed the Friends to
pursue potential savings by using non-City contracts for certain services (such as carpet cleaning or
for the purchase of office supplies, for example). By transferring the budget allocations for certain
line items, the City also began the process of transitioning some of the day-to-day administration
and oversight of operational issues to the Friends.
This was an important step in moving toward increased simplification of the Museum's governance
structure, which has been considered essential for the future well-being of the institution and was
included in the Museum's five-year strategic plan, completed in March 2007. This concept was also
discussed at the May 5, 2009 Finance and Citywide Projects Committee. The Finance Committee
approved the transfer of those operating line item balances and recommended that the
Administration come back, as part of the City budget process, for any future allocations. Accordingly,
at the September 24, 2009 City Commission Meeting, Resolution No. 2009-27216 was approved,
authorizing the transfer of $512,000 to the Friends of the Bass Museum, to fund certain operating
expenses for Fiscal Year 2009-10.
Concurrent with the above, in August 2009, the Administration, the testamentary representative of
the Bass Family, and representatives ofthe Friends commenced discussions to begin the process
of developing a new governance model for the Museum, which includes an overhaul of the existing
by-laws of the Friends, culminating in reconstituting that 501(C )3 as the Bass Museum of Art, Inc.
(which entity will replace the Friends as the new governing entity for the Museum).
The Administration also has been working with Mr. Richard to draft a new (Amended and Restated)
Bass Museum Agreement, essentially updating the terms and conditions of the 1963 Agreement
that governs the City's contractual requirements, and allow the proposed governance changes to be
effectuated. A copy of the 1963 Agreement, and the most recent amendments (1990), are attached
for your reference.
Commission Memorandum
Bass Museum Amendment
March 10, 2010
Page 3 of 3
This new Agreement would, among other things, replace both the existing Bass Board of Trustees
and the Friends of the Bass Museum, Inc., with the Bass Museum of Art, Inc., a 501(c)3, composed
of actual stakeholders (as opposed to the current Board of Trustees, who maintain their seats by
virtue of their contractually designated positions under the 1963 Agreement). The City Manager
would retain membership on the new governing board, with voting power equivalent to 20% of the
membership of the Board, comparable to the City Manager's representation on the current Board of
Trustees. The day-to-day responsibility to ensure the City's contractual obligations to maintain the
Collection would be handled by this new governing body through a separate management
agreement with the City. Attached is a copy of the Amended and Restated Bass Museum
Agreement delineating the City's current and proposed contractual requirements.
The Friends are currently working on updating and amending their by-laws in preparation for the
transition. The amended by-laws will be presented to Friends' Board of Directors at its April 2010
meeting, for approval and adoption. Attached is a draft of the amended by-laws for your reference.
CONCLUSION/RECOMMENDATION
Replacing the current antiquated governance structure with the aforestated new board will transfer
decision-making power to professionals and stakeholders, bringing the Museum into full compliance
with the accepted operating standards of the American Association of Museums (AAM). It will also
empower the institution to become one of the region's leading art museums. While the City will
continue its financial obligations to maintain and exhibit the Collection in perpetuity, it will realize
substantial savings over time through the transitioning of all City staff and daily operational
expenses to the new governing body.
The Finance and Citywide Projects Committee discussed the proposed amendment to the Bass
Museum Agreement at its January 2010 meeting and unanimously recommended in favor of the
Amended and Restated Bass Museum Agreement, as well as the aforestated procedure for
implementation of same. It is recommended that the Mayor and Commission approve the proposed
amendments.
ATTACHMENTS
JMG/HMF/MAS
F:\info\$ALL\Max\TCD\Bass\Bass Museum Contract Amendment - MEMO.doc
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bassmuseumofart®
MEMORANDUM ~'
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FROM: George Lindemann, President and Lida Rodriguez- ~ N
cn i ~'3
Taseff, Secretary, Friends of the Bass Museum, Inc. ~ ~ ~ ~
P9'8
TO: Raul J. Aguila, Deputy City Attorney, City of a _ r
Miami Beach ,;; ^'
DATE: February 23, 2010,
RE:'. Amendment of the By-Laws of Friends of the
Buss Museum, Inc.
Pursuant to Article XII of the By-Laws of the Friends of the Bass Museum,
Inc. (the "By-Laws"), the organization's By-Laws maybe amended by the Board
of Directors. at any meeting by atwo-thirds (2/3) vote of the Directors present and
voting. Article `XII further requires that thirty (30) days' written notice shall be
given to the dues paying members (as the term is defined in Article V), of the
intent to amend the By-Laws.
The-Board of Directors of the organization has preliminarily determined that
there is a need to amend the By-Laws in order to align them with the needs and
requirements of.the City of Miami Beach in connection with the City/Bass ~,
proposed contract.. The organization-has prepared Proposed Amendments to the
By-Laws, which are attached hereto (the "Proposed Amendments").
The Board of Directors will meet, on May 24, 2010, in order to vote on the
Proposed Amendments. In order to comply with the requirements of Article XIi,
notice will be sent to all dues paying members of the organization at least thirty
(30) days before the scheduled meeting. The notice will be provided in the form of
an announcement placed in the organization's April newsletter.
At the May 24, 2010 meeting of the Board of Directors, the Board will also
be voting to change the name of the organization (which is a 501 c3 entity), from
Friends of the Bass Museum, Inc., to Bass Museum of Art, Inc.
Please do not hesitate to contact us should you have any questions.
~~ ~~
DM112086902.
2121 Park Avenue Miami Beach Florida 33139 Phone: 305 673 7530 Fax: 305 674 5475 www.bassmuseum.org
ERA 8/24/87
BY-LAWS
OF
FRIENDS OF THE BASS MUSEUM, INC.
ARTICLE I
IDENTITY
1.1 Name. The name of this corporation is FRIENDS OF
THE BASS MUSEUM, INC.
1.2 Principal Office. The principal office of the
corporation is 2121 Park Avenue, Miami Beach, Florida.
ARTICLE II
PURPOSES
This not for profit corporation is organized for the
purposes of assisting in the growth, support and endowment of the
Bass Museum of Art ("Bass Museum" or the "Museum"), Miami Beach,
Florida;,- administering, operating and maintaining the JOHN AND
JOHANNA BASS COLLECTION (the "Collection") in compliance with
AAM Guidelines; encouraging and furthering education and
appreciation of the Arts and the Bass Museum, its history and the
Ceollection;- and stimulating the interest of the young people of
the community in the arts.
ERA 8/24/87
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ARTICLE III
MEMBERSHIP
Any person 18 years or older who has paid annual dues to
this corporation shall be a member and shall be entitled to cast
one vote at all meetings of the members-.
ARTICLE IV
DIRECTORS
4.1 Directors
4.1.1 This corporation shall have at least five
~5Z and not more than 23 directors-.
4.1.2 The directors shall consist of the officers
of this corporation hereafter named and not more than 23 other
persons who shall be at large directors. The officers shall be:
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DM 1 AA LR85787.5
ERA 8/24/87
President
Vice-President
Treasurer
Secretary
4.1.3 The City Manager of the City of Miami
Beach shall be a voting member of the Board of Trustees, with
voting power equivalent to twenty percent (20~) of the total
members of said Board (for example, if the Board of Trustees
consists of five (5) members, the City Manager's vote shall be
equivalent to one (1) vote. If the Board consists of twenty (20)
members, the City Manager's vote shall be equivalent to five (5)
votes, and so on.)
4.2 Duties of Directors
according to AAM standards, shall
following:
The Board of Directors,
be responsible for the
46.2.1 Mission and Strategic Planning - The
Board shall engage in ongoing planning activities as necessary
to determine the mission of the Museum and its strategic
direction, to define specific goals and objectives related to
the mission, and to evaluate the success of the Museum's
services toward achieving the mission.
46.2.2 Fiscal Responsibility - The Board shall
annually approve the ~J~Iuseum'Ss budget and assess the
~48SEH~~Museum's financial performance in relation to the budget
at least four (4) times per year.
46.2.3 Fundraising - The Board is responsible
for the financial health of the TTQS-~~;useum and shall actively
participate in the fundraising process through members'
financial support and active seeking of the support of others.
46.2.4 Oversight of Executive Director - The
Board shall hire, define and approve job description, set the
compensation for, and annually evaluate the performance of the
Executive Director.
46.2.5 Legal and Other Compliance - The Board
shall ensure that an internal review of the Museum's compliance
with known existing legal, regulatory, and financial reporting
requirements is conducted annually and that a summary of the
results of the review is provided to the entire Board.
-3-
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ERA 8/24/87
4.3 Term. Directors shall be nominated by the
members and elected by the Board of Directors at the annual
meeting of members and shall hold office until the next annual
meeting or until their successors are elected and shall
qualify.- -
4.4 Elections. Directors shall be elected as follows:
The nominating committee shall submit its nominations for officers1
and not more than 23 other directorst_ to the Secretary not later
than 40 days prior to the annual meeting. The Secretary shall
mail the nominations together with a notice of the annual
meeting to all members not later than 35 days prior to the annual
meeting. Additional nominations may be made by petition, signed
by 15 or more membersl_ and acknowledged by the proposed nominee.
The petition must be submitted to the Secretary not later than 20
days prior to the annual meeting for validation. Each petitioner
and nominee must have been a member of the corporation for not
less than 90 days prior to the signing of the petition. If the
petition has been validly made and timely delivered, it shall be
delivered to the President at or before the annual meeting.
Nominees receiving a plurality of the votes shall be elected to
the office or directorship for which they were nominated. From
time to time, the President may select up to three (3) additional
persons to serve as directors during the term of the President.
4.5 Vacancy. If a vacancy occurs in any office, the
President may nominate, and the Board of Directors shall electL
a replacement from any of the members then serving as an At-
Large Director. If a vacancy occurs in an At-Large Director
position, the Board of Directors shall elect a new At-Large
Director. Any person selected to fill a vacancy shall serve until
the next semi-annual meeting.
4.6 Removal. A majority of the directors of the
corporation may, at any duly called regular or special meeting
remove any director for cause. Three (3) unexcused absences by
any member of the Board of Directors shall result in the
director's automatic removal from the Board.
4.7 Executive Committee. The Board of Directors may
from time to time appoint an Executive Committee consisting of the
officers and up to five (5) directors which Executive Committee
may be granted the power to act for and on behalf of the Board
of Directors. Those serving on the Executive Committee may be
removed and/or replaced from the Executive Committee upon a
majority vote of the Board of Directors.
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ARTICLE V
DUTIES OF OFFICERS
5.1 President. The President shall:
5.1.1 Act as presiding officer at all meetings of
the corporation, and as the Chair of the Board of Directors.
5.1.2 Call special meetings of the Board of
Directors and of the members.
5.1.3 Sign all checks, contracts and other
instruments on behalf of the corporation, except those which the
Board of Directors specifies may be signed by other persons.
5.1.4 Perform all acts and duties usually required
of an executive to insure that all orders and resolutions of the
Board of Directors are carried out.
5.1.5 Appoint committees and their chairpersons,
be an ex-officio member of all committees, except the nominating
committee, and render an annual report at the semi-annual
meeting of the members.
5.2 Vice-President. The Vice-President shall:
5.2.1 Act as presiding officer at all meetings of
the corporation when the President is absent.
5.2.2 Perform other acts and duties required of
the President, in the President's absence.
5.2.3 Perform such other duties as may be required
by the Board.
5.3 Secretary. The Secretary shall:
5.3.1 Attend all regular and special meetings of
the members of the corporation and of the Board of Directors and
keep all minutes of proceedings thereof or cause the same to be
done.
5.3.2 Perform such other duties as the Board may
determine and on all occasions in the execution of his or her
duties, act under the superintendence, control and direction of
the Board.
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5.3.3 Be responsible for the minute book of all
regular and special meetings of Directors and members of the
corporation and the Board~~ i2b mi~ete--~ae3e shall at all times
be*--a~a~ieule a~ t~-e~fiee of the ee~~e~atle~ €e~-eke
ii:se=:«atsvix a~ ~~r~'eetei~'s a3'2~ ~Fle~e~'$.
5.3.4 Cause to be issued all notices of the
meetings.
5.4 Treasurer. The Treasurer shall:
5.4.1 Supervise the keeping of accounts of all
financial transactions of the corporation in books belonging to
the corporation, and deliver such books to his or her successor.
The Treasurer shall --_ensure the preparation and
distribution of these financial records to all members of the
Board at least ten (10) days prior to each Board meeting, and
whenever else required. The Treasurer shall make a full and
accurate report on matters and business pertaining to the
corporation to the members at the annual meeting, and make all
reports required by law.
5.4.2 The Treasurer may have the assistance of an
accountant or auditor, who shall be employed by the corporation.
ARTICLE VI
MEETINGS, SPECIAL MEETINGS, QUORUMS
6.1 Meetings of Members
All meetings of the corporation shall be held at
the principal office of the corporation or such other place in
Miami-Dade County and at such time as stated in the notice
thereof. During each calendar year, a meeting of the members shall
be held upon a date and at a time appointed by the Board of
Directors. No meeting shall be held on a legal holiday.
6.1.1 Special Meetings
Special meetin
Directors shall be held whenever call
a majority of the Board of Directors,
called by the Secretary, upon receipt
ten percent (10~) of the members of
transacted at all special meetings
gs 9~F~aof the Board of
ed by the President, or by
- ands in addition, must be
of a written request from
the corporation. Business
shall be confined to the
-6-
DMl\ °Q.~..,T..-°"1881787 S
ERA 8/24/87
objects and action to be taken, as stated in the notice of the
meeting.
6.1.2 Quorum
A quorum for the transaction of business at
an annual meeting shall consist of the members present and, for
the transaction of business at a special meeting, shall consist
of ten percent (10~) of the members; but the majority of members
present at any meeting, although less than a quorum, may adjourn
the meeting to a future date.
6.1.3 Voting Required to Make Decisions
When a quorum is present at any meeting of
the members of the corporation, the vote of a majority of the
members present shall decide any question brought before the
meeting.
6.2 Meetings of Directors
6.2.1 Quarter Annual Meeting
Meetings of the Board of Directors shall be
held at least quarter annually at such time and place as
selected by the Board of Directors.
6.2.2 Special Meetings
Special Meetings of the Board of Directors
may be called by the President on three (3) days' written notice
to each director to be delivered by mail, e-mail or in person and
special "meetings may also be called upon written request of three
(3) members of the Board of Directors. All notices of special
meetings shall state the purpose of such meeting.
6.2.3 Quorum
At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business. The acts of a majority of directors
present at such meeting at which a quorum is present shall be the
acts of the Board of Directors. If at any meeting a quorum is not
present, the presiding officer may set another time for the
meeting. At such other time, any business which might have been
transacted at the originally called meeting may be transacted.
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DM7A+£7s-57R7:4IRR57R7.5
ERA 8/24/87
ARTICLE VII
NOTICE
Written notice of the annual meetings of members shall
be personally served upon or mailed (by regular mail only) to
each member entitled to notice.
ARTICLE VIII
FISCAL MATTERS
8.1 Fiscal Year
The fiscal year of the corporation shall be the
same as the fiscal year of the City of Miami Beach, Florida.
8.2 Dues
Annual dues (membership fees) shall be
establishedp~es~ by the Board of Directors
~~~-ef ~'~~s-tees. Dues shall continue in effect from year to
year until changed. Dues shall be due and payable by each member
on the anniversary of the member's admission to membership. In
addition to the dues, the corporation may, though it need not,
establish other fees whichL_ if paid by a member, may entitle the
member to certain titles and privileges as may be proposed by the
Board of Directors
8.3 Fidelity Bonds
Appropriate fidelity bonds may be required by the
Board of Directors covering all officers and employees of the
corporation who handle or are responsible for corporation funds.
The premiums for such bonds shall be paid by the corporation.
8.4 Records
The corporation shall maintain accounting records
according to good accounting practice-~~te~s~i~ll ~-e~e~ to
i~spee~ re~y~s-~~~eas-er~abl e-~a~ .
8.5 Annual Statement
The Board of Directors shall present1 at each
annual meeting, a full and clear statement of the business and
condition of the corporation.
8.6 Insurance
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DM I\}x;53»R ~J1RR57R7 t
ERA 8/24/87
The corporation shall procure, maintain and keep,
in full force and effect, all insurance required by the Board of
Directors.
8.7 Use of Funds
The funds of the corporation shall be deposited in
financial institutions in Miami-Dade County, Florida, in an
account for the corporation, under resolution duly approved by
the Board of Directors, and, for amounts in excess of $5,000,
shall be withdrawn only over the signature of the Executive
Director and ~_~~~^Y^;'~„,'-~~V~counter-sicnature of an authorized
- J
officer of the corporation. Said funds shall be used only for
the purposes set forth in Article II of these By-laws.
8.8 Annual Financial Review
The corporation shall have an external financial
review each year which shall be performed and completed,- within 90
days following the end of the corporation's fiscal year.
8.9 Tax Returns
The corporation shall timely file all tax returns.
ARTICLE IX
NOMINATING COMMITTEE
9.1 The Nominating Committee shall consist of five
(5) members; four (4) of whom shall be members of the Board of
Directors and one (1) of whom shall be a member of the
corporation, but not a member of the Board of Directors. There
shall be one (1) alternate selected for the Board of Directors'
group and one (1)alternate selected for the member position.
9.2 The Executive Committee shall select the
Nominating Committee and shall so advise the Board of Directors
not later than 60 days before the annual meeting.
9.3 The chairperson of the Nominating Committee shall
be elected by its members.
9.4 A quorum for the Nominating Committee shall be
five (5) members.
9.5 The Nominating Committee shall submit its
nominations to the Secretary not later than 40 days before the
annual membership meeting.
-9-
DM I \a-Rk?7k~;--ll R857fl7 5
ERA 8/24/87
11.6 The Nominating Committee shall create a set of
policies and procedures for use in the nominating process.
ARTICLE X
AMENDMENT OF BY-LAWS
These By-Laws may be amended by the Board of Directors
at any meeting by a two-thirds (2/3) vote of the Directors
present and votingL_ provided, however, that thirty (30) days
written notice shall have been given to the members of the
corporation of the intent to so change these By-laws.
-10-
DM l \]-1;X37K3~18R57R7.5
Document comparison by Workshare Professional on Thursday, February 18, 2010
7:57:00 AM
RESOLUTION NO. iin~a
HE IT RESOLVED gY TgE CITY COUNCIL OF TFIE CITS' OF MIAMI
~'~. FLORIDA, that it ie in the beat iatereata a£ the City
and of its residents that the ..City of-Miami Beach accept,, and
it does hereby accept the gift of John and Johanna gala ~oE the.
Art Collection known ae the "gees Art Collection" as identi-
fied and specified in the Agreement hereinafter referred to,
and that the~eaid gift be, sad it is hereby accepted subject
to the conditions and provisions set forth in said Agreement,
sad ~ ,r ,
SAS, an agreement has been duly.prepared eetti:ig •
forth the conditions and provisions of said gift•aad-the City .
Council ,being familiar .with the same, it Ss
N'~r TBF:REFURE, DULY RESOLVED gY TgE CITY COUNCIL OF '.^F.f*
CITY OF MIAMI gE11CS, FLORIDA, that the Mayor and the,.CSty '
Clerk be and they are hereby authorized and directe$ to execute
and deliver 'for and in the name of the City said Agreement
setting forth the conditions sad provisions of said gift.
GASSED and ADOFTED this 3rd day of July, 1953... ~•
ATTEST:
City C erk
OTCE Of 0:1• ATfOWtI•~ I:70 WAiMINOTW: AYeiDE~ MWAI !EACH i9, FLO[IDA
A 6 R EEHEN'R /~t~
~~~
~S AG£.EEMENT made this ~_day of July, 1963. iss
the City of Miami Beach, State of Florida. by and between JOFB!T and
JOBANNA BASS of the City of New York. State of New Yark, parties
of the first part, hereinafter called. `BASS." and the CITY OF
MIAMI BEACS, a Municipal carporatian, of the State of Florida.
hereinafter called. "CITY." •
WITNESSETfis
REL^-TALS
BASS are the owners of a substantial and valuable art
collection, ]mown as the "SOB1T AND JDBANE4- BASS COLLEC':'SON, " herein-
after referred to as the "rnr.rrr~..ON," BASS dseire and intend to
donate this COLLEC~DN to the QTY OF MIAMI HEACH for the use and
enjoyment of its citizens and visitara, conditioned, amongst others,
upon the agreement an the part of the CITY that the COLLECTIDN
shall ba made open and available to the public; maintained in the
building previously utilized by the CITY as a 1lbrary, modified
structurally, as hereinafter specified; that the COLLECTION be
known iA perpetuity as the JOSIT AND JOBANNA BASS COLLECTION, and
imintained and administered by a self-oerpetuat3aq Board of•Trustees,
and the building named. "TFDr BASS MDSEIIM OF ART."
CITY, far its part, is deairoua of obtaining said art
collection far the enjoyment of its citizens and visitors and is
agreeable to the canditinns hereinafter sat forth wader whicts the
COLLECTI_S is to be made available.
IbT C^NSmERATION TF.C:AEE'r+RE of _ the_ fore~oinq_Aecitals _ ______ ____.
and of the mutual covenants hereinafter set forth, it is agreed
-i-
as follows:
1. The foregoing Recitals are true and form the basis
of this Agreement. This Agreement, in the event of ambiguity, shall
be interpreted so as to carry out the purposes set forth in the
Recitals.
2. BASS, as the owners of the JOHN AND JOHANNA BASS
COLLECTION hereby give, grant and convey to the CITY outright
and in fee simple, on the terms and conditions hereinafter set
forth, the art objects comprising the said COLLECTION, which is
identified with particularity in Exhibit "A", attached hereto and
made a part hereof by this reference.
3. In return and as consideration for the said gift on
the part of BASS, the CITY agrees to administer, operate and maintain
said COLLECTION, permanently and as a whole, as the JOHN AND JOHANNA BASS
COT•T•FCTION, and cause the same to be placed on exhibit for the use
and enjoyment of the public under the terms and conditions hereinafter
specified. CITY agrees to maintain the COT•T.FCTION in the building
formerly utilized by the CITY as a municipal library, which building
is located on a site which may be generally bounded as follows:
By 21st Street on the South; 22nd Street on the North; Park Avenue
on the West, and by the new Public Library building of the City of
Miami Beach on the East. In the event that said building becomes
unavailable because of damage, destruction, act of God, or compelling
public necessity, the CITY agrees to make available other facilities,
equal and comparable to said building, in which the COLLECTION
shall be housed and maintained under the same terms and conditions.
:-8azii buildi,:g–ie- to be suitably named- as the "BASS
_- __-- ..r..,.+~ ..- +.r.a u... ..y na urn ~ ~ yea eX-
cluaively far tsse exhibition of the ~ be1IIy the iateat
and purpose of this provisiaa :that the C~IS.ECTSCB be maiataiaed as
a whole on the first floor.
6. The CITY agrees to modify and altar the said building so
as to make it suitable and utilizable as as art museum; among such
modifications sad alteratiaas CI11' agrees:
(a) All gallery sad esbibitioa space windows shall be
made light-proof.
(b) Adequate sad proper lightsaq shall be provided for the
exhibit areas.
(c) The exi.stiaq Walt Room ar space of the building,
presently divided by a gallery, ahal.l be modified so as to allow °_or
approximately fifteen (15} feat ~~e.~,.~ between floor and ceiling
far use as gallery or exhibition space.
(d) There shall be four (4) main gaileriea or exhibition
rooms as identified on sketch attached hereto, mar3ced Exhibit "H" and
made a part hereof by this zefereace.
(e) The remainder of the first float shall have adequate
provisions far office space, storage, receiving and repair space.
(f) The gallery shall, at the CS'i'1"S expense, be provided
with adequate and appropriate facilities sad appurtenances for the
hanging sad the display of the CDLTy~TION.
(g) Air-conditioning sad humidity central shall be provided
ao that a constant temperature of appzrnci*^ateiy seventy-two (72) degrees
and humidity of not more than fifty (50X) Per teat can be uai.farmly
maitstaissed.
(h) Suitable signs ^~+R+^g the BASS MQSELII3 OF ART shall be
placed on Collins Avenue, Zlst Street, 22nd Street. sad Par3c Avenue.
- ---- --- __~SSttta Brash:..-nad~bave-rthEman---aatrance --tn~he~iussuat~--- - ------ -----
7. The building shall be modified. maintained and the exhibits
kept is good condition and repair at the cast sad expense of
the CITY. The exhibit sad COLLECTION shall be open to the public
-3-
. is accordaaca with a reaaonahia lima s~-..a,.~. to be adopted is
accardanca with the directives of thn Board of Trustees haraiaafter
provided for.
B- QTY shall maintain the said COLLECTION is perpetuity
sad shal3. not dispose of the same is whole or is part by Bale, .gift,
exchange or otherwise.
9. BASS agree to have the COLLECTION dnlivered to ttse
exhibit building within thirty (30) days after baiag furnished with
written notice by the CITY that the buildiaq is ready to receive
the COLLECTION, and as near as may be by December 1. 19fi3. CITY
agrees to exercise due diligence to have the said ~+••;ia;,,g ready
for the hanging and placing of the exhibition am or before December 1,
1963. Warehouaiag, awaiting shipment, traaaportation sad delivery
of the COLLECTION shall be at the coat of BASS. 14se COLLECTION
shall be placed and hung within thirty (30) Jaya after delivery, and
such placing sad hanging shall be at the coat of the CITY,
V 10. BASS agrees to F*,*-^;e~ to the CITY within thirty (30)
days of the date hereof, or as soon thareaftnr as possible, a
current sad up-to-date appraisal of said c~llactiats made by as
appraiser or appraisers satisfactory to the insurance company
selected by the CITY, so as to enable the CITY to procure such
insurance upon said COLLECTION, as it shall deem appropriate.
11. CITY shall approve sad accept this Agreement•by
appropriate formal resolution of its City Council.
12. Within five (5) days after the CITY has furnished to
SASS or their attorney certified copies of the Reaolutiana sad/or
ordinances, implementing, authoriziaq, uadartaiciug or accomplishing
r
thoan matters specified in Paragraphs 6 sad 14 hereof, a Bill of Sale
-- __
_. _
--- -""--~i'ia theform attached hereto as Exhibit "C") to all of the articles
listed in Exhibit "A" shall be executed by BASS and delivered
to the CTSY.
-4-
13. HESS shall at all times hereafter have the express
privilege of making further and sobssiquaa't donatiams or loans of
additiossal art works to thn Mlssaum which. if sad when accepted
by ttse CITY, (which expressly reserves the right of acceptance
ar rejection) shall be added to sad exhibited is the Museum.
L4. Tha hanging, display, piacemeat, management and day-to-
day operation of the Museum and of the COLLECTION shall be entrusted
to a Board of Trustees appointed by the City Council of the City.
Thin Hoard shall be comgoaed of the holders from time to time
of the fnilowing officeas
(a) City Maaagar of the City of Miami Beach.
(b) Chairm=n of the Library Hoard o£ the City of
Miami Beech.
(c) President of the Miami Besets Chamber of Commerce
(or eucesesvr.)
Ia addition there shall be appointed tD the Board JO85T SASS and
JDHANrIA SASS, who shall serve fnr life. In t3se event of the death.
resignation or inability to serve (by reason of mental or physical
deficiency) on ttse part of either JOLT or JOID1N1~ BASS, he ar she.
as the case may be. shall ba snceeeded by one of the fallowing named
children of the said JOHN and JOB71ND41 BASS, in the order named.
to-wit: ROGER WT_~TnM SASS. RDHEaT EARL BASS and IItItr RALPS SASS.
15. Any contraversisa or claims arising out of, or
relating to this Agreement, air the breads thereof, shall be settled
by arbitration is aceardaaca wins the rules of the American
Arbitration Aeaociatian and judgment upon the award rendered by
the azbit.~-atnra may be entered in nay Court having jurisdiction.
16. T825 AGREEMENT shall ba biadiaq upon the heirs,
personal_representatives,_admiaistrators, assigns sad successors
-5-
of the parties hereto.
In1 WITNESS WfBrBBEOF, the parties have sat their hands
and seals at the place and on the date first above written.
(SEAL)
Joha
ATT°..ST•
City Clerk
STATE OF FLL1RInA )
SS.
CotJNTY OF DARE )
V
_(SEAL)
ohaaaa Bass
CITY OF MInMI SEAC8, a Municipal
COrpOratiOn.
Hy iI:K~Lft. / / -
Mayor
I F.iFRFAY CERTZF'Y that on this day personally appeared
before me, as officer duly authorized to admiaister oaths and take
acynowledgmeats, JDHN BASS and JOHANNA BASS, his wife, to me well
known to be the parsons described is sad who executed the fore-
going isssr^^*~~t and acknowledged before me that they executed
the same freely sad voluntarily for the guzpoaea therein expressed.
WITNESS 1>sy hand and official seal at the County and State
aforesaid, this ~ day of July, o
__ _ Notary+ Pttbl3,c_.__ State _af_~'lorida
My Commission Expires:
ppra,v n,:a•~. n_tn nl flontla at LarR+t
:.7v ~omnn::+on lsra7ea Oaa S9. 196i
tlonnc77 uy nmrl7ean S7ucfy Ga a N. r.
-6-
sTaTE of FLORma )
ss..
courrrY c~ DADE )
p~mmlr.rv appeared befor$ ms. MELV.mT S. RICBARD and
R_ WM. L. JO~TSODT, who beiaq by ma first duly sa~ora, deposed
and said that they are the Mayor and Cite Clerk, respectively,
of the City of Miami Seach, a Florida muaissipal corporation: that
they executed the above and foregoing i.ae**+r^~~t for the p•,~pose
therein expressed: and that they are duly authorized to execute
said ias**++T-mot far and is: the name of the City of Miami Beach.
Florida.
WITI~55 say hand aad official seal at the County and State
aforesaid, this ~~ day of July, 14b3.
C~~~~~~
Notary Public. State of Florida
My Commission Expires:
`IOL1f1~ fYMit. .'iii't O} f}MM}~ •t LV1fA
• . rr•nn.arnn Eaaef Ux 19. 1963
ConUtA 4y nahnC:m SYnry CO. o1.W. S.
~7~
~~y dd ia~c,a.~sc b eacrz
r`''"~ 's F L O R I D A 3 3 1 3 9
• ~` "VACAT/UNLANU U. .S. A."
4!' ~`~
OPFICE OF THE CITY MANAGER CITY HALL
ROB W. PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: e77~7010
G~-~ o
COMMISSION MEMORANDUM NO.
DATE: ce~~r,~. i g t ggn
TO: Mayor AJsx DaoG nd
Members of !ty COmI
FROM: Rob W. Po tm
Ctty Manager
SUBJECT: AMENDMENT TO THE AGREEMENT BETWEEN MELVIN J. RICHARD, AS
TESTAMENTARY DEVISEE UNDER THE WILL OF JOHN BASS, IN
BEHALF OF JOHN AND JOHANNA BASS, AND THE CITY OF MIAMI
REACH, RELATING TO THE DESIGNATION OF INDIVIDUALS TO THE
BOARD OF TRUSTEES
This amendment will provide that the Chairman of the
Hoard of Directors of the Miami Beach Chamber of Commerce
be designated as a member of the Board of Trustees in
lieu and in place of the.Yresident of the Miami Beach
Chamber of Commerce.
ADMINISTRATION RECOMMENDATION:
... ... •.nrnuw' • ~ : .
---yyy 3
AGENDA ~ _ ~ !'`
ITEM i~ -_
DATE ~- I `~
to provide for replacement of the President of the Miami Beach
Chamber of Commerce: and
WHEREAS, this Board deems it appropriate to designate the
Chairman of the Hoard of Directors for the Miami Beach Chamber of
Commerce as the replacement member of the MUSEUM's Board of
Trustees; and
WHEREAS, under the will of John Bass, dated May 12, 1976, the
said John Bass, now deceased, assigned to Melvin J. Richard, all
of his right, title and interest under any and all agreements,
including the aforesaid Bass Museum agreement, made with the City
of Miami Beach.
NOW THEREFORE BE IT RESOLVED HY THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, that the CITY enter into an agreement
with Melvin J. Richard amending the Bass Museum agreement to
provide that the Chairman of the Board of Directors for the Miami
Beach Chamber of Commerce be designated as a member of the Board
of Trustees in lieu and in place of the President of the Miami
Beach Chamber of Commerce.
PASSED and ADOPTED this 19th day of September , 1990.
~~
Attest:
City Clerk
FORf~ ~9PPROVED
LEGF, DEPT
e~
Date -r ~~!.~
__
-- --
2
THIS AMENDMENT TO AGREII++tE2iT entered into this 21st day of
September , 1990, by and between the CITY OF MIAMI BEACH,
a Florida municipal corporation (hereinafter referred to as the
"CITY") and MELVIN J. RICHARD (hereinafter referred to as
"RICHARD") as Testamentary Devisee under the-will of JOHN MASS, in
•• behal! of JOHN and JONANNA HASS (hereinafter referred to as
"BASS").
WITNESSETH as follows:
WLIEREAS, the CITY and HASS entered into an agreement July 8,
1963 for the donation by HASS to the CITY o! a substantial and
valuable art collection, la~own as the JOHN and JOHANNA BASS
collection (hereinafter referred to as the "COLLECTION") and for
the creation, maintenance and operation o! the BASS MLJSE[JM OF ART
(hereinafter referred to as the "MUSEDM") to house the COLLECTION,
and
WHEREAS, paragraph 14 0! the Agreement as amended on June 17,
1988, provides that "[tJhe hanging, display, placement, management
and day-to-day operation of the Museum and of the COLLECTION shall
be entrusted to a Board of Trustees appointed by the City
Commission of the City of Miami Saach, to be composed of the
holders from time to time of the following olfices:
(a) City Manager of the City of Miami Beach.
(b) President of the Friends of the Hass Museum.
(c) President of the Miami Heath Chamber o! Commerce.
(d) Two members of the John and Johanna Hass family or their
lineal descendants. Initially these two positions shall'be filled
in the following order - Roger William Bass, Robert Earl Hass, and
Eric Ralph Bass. Subsequent representatives of the BASS family
shall be selected by members of said family. In the avant more than
__ __
__
two members of SASS family claim a place on the Hoard of Trustees,
the remaining members of the Hoard o! Trustees shall seat the
eldest claimant who is the issue of Roger William Hass and the
eldest claimant who is the issue of Robert Earl Sass"; and
WHEREAS, the Miami Beach Chamber of Cammerce has changed its
structure as follows: the President of the Chamber of Commerce is
now the Chairman of the Board and the Executive Director is now the
President, and
WHEREAS, there is, therefore, the need to amend said agreement
to provide for a replacement for the President of the Miami Beach
Chamber of Commerce on the MUSEUM's Board of Trustees, and
WHEREAS, under the will of John Bass, dated May 12, 1976, the
said John Bass, now deceased, assigned to Melvin J. Richard, all
of his right, title and interest under any and all agreements,
including the aforesaid Hass Museum agreement, made with the CITY,
and
WHEREAS, the remaining members of the MUSEUM's Board of
Trustees unanimously adopted a Resolution recommending that the
CZTY and RICBARD enter into an agreement amending the aforesaid
agreement to provide that the Chairman of the Hoard of Directors
of the Miami Beach Chamber of Commerce be designated as a member
of the Board of Trustees in lieu and in place of the President of
the Miami Beach Chamber of Commerce, and
WHEREAS, the City on September 19 , 1990, adopted
Resolution No. 90-20103 to that effect, and
NOW, THEREFORE, it is hereby agreed by the parties hereto that
paragraph 14 of the aforesaid amended Agreement of June 17, 1988
be and it is hereby amended to read as follows:
14. The hanging, display, placement, management and day-to-
day operation of the MUSEUM and of the COLLECTION shall be
entrusted to a Board of Trustees appointed by the Cit,~ Commission
of the City of Miami Beach, to be composed of the holders from time
to time of the following offices:
__(a) City Manager of the City. of Miami Beach.
__ _
(b) President of the Friends of the Bass Museum.
(c) Chairman of the Board of Directors of the Miami Beach
Chamber of Commerce.
2
(d) Two members of the John and Johanna Bass family or their
lineal descendants. Initially these two positions shall be filled
in the following order - Roger William Bass, Robert Earl Bass, and
Eric Ralph Bass. Subsequent repzesentatives of the BASS family
shall be selected by members of said family. In the event more than
two members of BASS family claim a place on the Board of Trustees,
the remaining members of the Hoard of Trustees shall seat the
eldest claimant who is the issue of Roger William Bass and the
eldest claimant who is the issue of Robert Earl Bass.
IN WITNESS WHEREOF, the parties have hereunto set their hands
~ and seals this 21st day of September , 1990.
ATTEST:
City Clerk ~ g~~-/~gy
CITY OF MIAM EACH
OR
FORM APPROVED
~~GAL DEPT.
Date 6 ~ y~fo
FOR JOHN AND JOHANNA BASS:
~ %.
I
( SEAL)
MELVIN J. v HARD,
.Testament Devisee under
Will of J BASS
3
F L O R I D A 3 3 1 3 9
. ~ ~ "VACATJUNLAND 11..L A~'
o--IC! D- 7N! em IAANwoER emr Nwu.
RM W. -ARKINE 1100 CDNVENTION ClNTER DRIVE
CITY MANAOlR 7ELElIIDNlt ET1.7010
COMMIEEtON MEMORANOtlM NO. ~'7(f
OATEI ~ ~tibr 10, loon
to: MEyor a« o.DDa
r MEmbEn of Conde
PROM: Rob W. ilo
' ~r
$UdJECT:
''-. '.. AMENDMENT TO TAE AGREEMENT BETOiEEN MELVIN J. RICHARD, AS
TESTAMBNTARY DEVISEE UNDER THE HILL OF JOHN BASS, IN
BEHALF OF JOHN AND JOHANNA BASS, AND THE CIT7 OF MIAMI
REACH, PROVIDING FOR TBE TIME FOR NOTIFICATION OF
~ ACCEPTANCE OF AN ART ACQUISITION
This amendment rill provide that the Honzd of Trustees
shall have thirty (30) days instead of ten (10) days to
notify the city of the Hoard of Trustees' tentative
acceptance of as nrt acquisition together with copies of
tha npprnianl and the Hoard's Minutes.
ADMINISTRATION RECOMl+2ENDATION:
The Administration recommends approval of this amendment
• the P~sG Muaen*~ '.ureemen:..
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REHOLDTION HO. 90-20104
A RESOLIITION OF THE CITY COMHI88ION OF T88 CITY OF MIAMI
BEACH TEAT THE CITY ENTER INTO AN AGREEMENT AITS MELVIN
J. RICHARD AMENDING T$E HA88 !lIIBEDM AGREEMENT TO PROVIDE
THAT THS BOARD OF TRIIBTEES OF THB BA88 ![IISEDM SHALL HAVE
THIRTY (30) DAYS INSTEAD OF TEN (10) DAYB TO NOTIFY THE
CITY OF THE HOARD OF TRIISTEEB' TENTATIVE ACCEPTANCE OF
AN ART ACQIIIH=TION TOGETHER AITH COPIES-OF THE APPRAIHAL
AND THE HOARD'S MINOTEH.
WHEREAS, under the terms of the agreement for creation,
maintenance, and operation of the Bass Museum of Art (hereinafter
referred to as the "MUSEUM") dated July S, 1963 between John and
Johanna Bass (hereinafter referred to as "BASS") and the City of
Miami Beach, a municipal corporation of the State of Florida
(hereinafter referred to as the" CITY"), and as amended on June 6,
1979, it is provided that:
To further enhance the prestige of the BASS
collection by objects of art through donations
or other means of acquisition including
purchase when funds are available. When desired
objects of art are available through donation,
it shall be the responsibility of the Board of
Trustees to secure an appraisal, to vote
tentative acceptance or rejection within a
reasonable time, and to submit to the CITY
within 10 days notice of the Board's tentative
acceptance together with copies of the
appraisal and the Board's minutes. If the
CITY'S Board of Commissioners does not vote to
reject the donation within 60 days of the date
of notice the acceptance shall become final and
the date of acceptance shall relate back to the
date of the vote of the Board of Trustees.
And
WHEREAS, to further efficient MUSEUM management procedures,
there is the need to amend said agreement to provide for additional
time to submit the BOARD'S tentative acceptance of an art
acquisition to the CITY, and
WHEREAS, the BOARD deems it appropriate to extend the period
of time within which the BOARD must notify the City of an art
_. _ __
__
acquisition and to provide copies of the appraisal and the BOARD'S
minutes from ten (10) days to thirty (30) days, and
WHEREAS, under the will of John Bass, dated May 12, 1976, the
said John Bass, now,, deceased, assigned to Melvin J. Richard,
,;
(hereinafter referred to as "RICHARD") all of his right, title, and
;.,+....e~+ ...,.as,- ~..., ~...a iii anrenmontc_ inc'ludlna the aforesaid Bass
Museum agreement, made with the City of Miami Beach.
NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, that the CITY enter into an agreement
with RICHARD amending the Bass Museum agreement to provide that the
BOARD shall have thirty (30) days within which to notify the CITY
of an art acquisition and to provide copies of the appraisal and
the BOARD'S minutes.
PASSED and ADOPTED this 19t1
Attest:
C ty Clerk
FORM APPROVED
LEGAL DEPT.
e~=
Date 7 c
THIS AMENDMENT TD AGREEMEtiT entered into this 21st day oP
September , 1990, by and betvean the CITY OF MIAMI BEACH,
a Florida municipal corporation (hereinafter referred to as the
"CITY") and MELVIH J. RICHARD (hereinafter referred to as
"RICHARD") as Testamentary Devisee under the will of JOHN BASS, on
behalf of JOHN and JOHANNA BASS (hereinafter referred to as
"BASS").
WITNESSETH as follows:
WHEREAS, the CITY and BASS entered into an agreement July 8,
1963 for the donation by BASS to the CITY of a substantial and
valuable art collection, la:own as the JOHN and JOHANNA BASS
collection (hereinafter referred to as the "COLLECTZDN") and for
the creation, maintenance, and operation of the BASS MUSEUM OF ART
(hereinafter referred to as the "MUSEUM") to house the COLLECTION,
and
WfD:RREAS, paragraph 14(6) of the Agreement as amended on June
6, 1979 provides that the Hoard o! Trustees of the MUSEUM
(hereinafter referred to as the "HOARD") shall have the following
responsibility:
To further enhance the prestige o! the BASS
collection by objects o! art through donations
or other means of acquisition including
purchase when funds are available. When desired
objects of art are available through donation,
it shall be the responsibility o! the Board of
Trustees to secure an appraisal, to vote
tentative acceptance or rejection within a
reasonable time, and to submit to the CITY
within 10 days notice of the Hoard's tentative
acceptance together with copies a! the
appraisal and the Hoard's minutes. It the
CITY'S Hoard o! Commissioners does not vote to
reject the donation within 60 days of the date
of notice the acceptance shall become final and
the date of acceptance shall relate back to the
date of the vote of the Hoard of Trustees.
And
WHEREAS, to further efficient MUSEUM management procedures,
there is the need to amend said agreement to provide for
__ __
__
additional time to submit the BOARD'S tentative acceptance of art
acquisitions to the CITY, and
WHEREAS, under the w111 of John Bass, dated May 12, 1976, the
said John Bass, now deceased, assigned to RICHARD, all of his
right, title, and interest under any and all agreements, including
the aforesaid Hass Museum agreement, made with the CZTY, and
WHEREAS, the remaining members o! the MIJSEDM's BOARD
unanimously adopted a Resolution recommending that the CITY and
RICHARD enter into an agreement amending the aforesaid agreement
to provide that the HOARD shall have thirty (30) days instead of
ten (SO) days within which to submit notice to the City o! the
BOARD'S tentative acceptance of an art acquisition together with
copies of the appraisal and the HOARD'S minutes, and
WHEREAS, the City on September 19 , 1990, adopted
Resolution No. 90-20104 to that affect, and
NOW, THEREFORE, it is hereby agreed by the parties hereto that
paragraph 14 (6) o! the aforesaid amended Agreement of June 16,
1979 be and it is hereby amended to read as follows:
To further enhance the prestige of the HASS
collection by objects of art through donations
or other means of acquisition including
purchase when funds are available. When desired
objects of art are available through donation,
it shall ba the responsibility of the Board o!
Trustees to secure an appraisal, to vote
tentative acceptance or rejection within a
reasonable time, and to submit to the CITS(
within i~A 30 days notice of the Board's
tentative acceptance together with copies of
the appraisal and the Hoard's minutes. If the
CITY'S Hoard o! Commissioners Boas not vote to
reject the donation within 60 days o! the date
of notice the acceptance shall become final and
the date o! acceptance shall relate back to the
date of the vote of the Board of Trustees.
IN WITNESS WHEREOF, the parties have hereunto sat their hands
and seals this 21st day of September , 1990.
CITY
ATTEST:
City Clerk y/,,~~5 ,~
' /.
WITNESSES: ~ -
-- ( - -.
---_ _L _ - :~ _~-- ~.
"FORM APPROVED
LEGAL DEPT.
~~
Date 6 ~
AND JOHANNA BASS:
~ ( /1 N
Will of
Devisee under
BASS
2