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Gold Coast Theater MIAMI BEACH cuLturaL ATtJ cou~clL This Grant Agreement is entered into this -Ii...!!.... day of ~ 'AlA , 2003, between the City 0';;:-- Beach, Florida, on behalf of the City of Miami Beach Cultural Arts Council (collectively, the City), and Gold Coast Theater Company (Grantee), City of Miami Beach Cultural Arts Council 2003/2004 Cultural Arts Grant Agreement o ~ Article II Grant Description 1. Grantee: Address City, State, Zip Phone, fax, E-mail Gold Coast Theater Company P.O. Box 402964 Miami Beach FL 33140 (305) 538-5500 (305) 538-6315 judeparry@aol.com 2. Grant amount: $1000050% paid upon execution ofthis Agreement. Remaining 50% paid upon completion of Project and submission and approval of Final Report. 3. Project description: See Exhibit 1, attached hereto 4. Itemized budget: See Exhibits 2-A and 2-B, attached hereto 5, Contract deadline: November 7,2003 6, Expenditure deadline: September 30, 2004 7. Project completion date: S.2.t>ttMh..u 30 12A!lO<<=t 8, Final Report deadline: Must be postmarked or delivered no later than 45 days after Project completion date. parties hereto have executed this Agreement this v1!. day of Print Name of Organization C. 0 \...D ((f'AS1' TH r::f.,~ C C> FederallD # bS ~ 0 \ 3 IT (-==t W~ J vJ~ A~~ Pcw1v- Robert Parcher, City Clerk Chairman or President BY: Printed Name of Chief Fis I~ SPEHAR MY COM/,tISSION , 00 llO6869 EXPIRES: May 25, 2005 Bondtd Thru Nolory PuIlIc _riI." ~~ Notary Public (for Grantee's Organization) II, 17~ c0 (' Date Article III General Conditions 1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (City). The City has delegated the responsibility of administering this Grant to the Director of the City of Miami Beach Cultural Arts Council, or his designee, who shall be referred to herein as the "Director of the Council." 2. Proiect Description: The Grantee may only use the Grant for the purposes that are specifically described in the Project Description, attached hereto as Exhibit NO.1. All expenditures will be subject to the tenns of this Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-B. Line item changes to said Budget shall not exceed ten percent (10%) per category, so long as said expenditures do not exceed the total amount of Grant funds. Notwithstanding the preceding sentence, amendments to the itemized Budget in Exhibit2-B shall not be permitted withoutthe prior written consent of the Director of the Council. Said requests shall be made in advance to the Director, in writing, detailing and justifying the need for such changes. The following City of Miami Beach uAnchors" are required to provide specific information in their Project Description, attached hereto as Exhibit No.1, for providing mentoring to a small to medium arts organization(s) of their choice, supported by the City's Cultural Arts Council, either by offering rehearsal space, working on collaborative programs, or some similar project with the intent of assisting such smaller arts organization(s). Miami Beach "Anchors' for 2003/2004 are defined as follows: ArtCenter/South Florida Bass Museum of Art Jewish Museum of Florida Miami City Ballet Miami Design Preservation League New World Symphony Wolfsonian-FIU Failure to include the above information may result in the cancellation of the Grantee's award, and may disqualify it from future consideration from the City's Cultural Arts Grant Program. 3. Reports: This Grant has been awarded with the understanding that the described Project will enhance and develop the City's cultural community. To demonstrate that the Grant is fulfilling, or has fulfilled, its purpose, the Grantee must supply the Director of the Council with a written final report documenting that the Grantee has fulfilled all requirements. This report is to be received by the Director of the Council within 45 days of the Project's completion. Grantees completing their Project by Fiscal Year End, September 30,2004, final reports are due within 45 days or November 15, 2004. 4. Amount of Grant and Pavment Schedule: The total amount of the Grant is specified in Article 1-2 (subject to the restrictions in Article 1-2). By making this Grant, the City assumes no obligation to provide financial support of any type whatever in excess of the total Grant amount. Cost overruns are the sole responsibility of the Grantee. The Grant funds will be supplied to the Grantee subsequent to the Mayor and City Commission's approval of the award. 5. Prooram Monitorino and Evaluation: The Director of the Council may monitor and conduct an evaluation of operations and the Project under this Grant, which may include visits by City representatives to observe the Project or Grantee's programs, procedures, and operations, or to discuss the Grantee's programs with the Grantee's personnel. 6. Bank Accounts and Bondino: Monies received pursuant to this Agreement shall be kept in accounts in established Miami-Dade County banks or savings and loan associations whose identities shall be disclosed in writing to the Director of the Council with the identity and title of individuals authorized to Page 2 of 8 '. withdraw or write checks on Grant funds. 7. Aa:ountina and Financial Review: The Grantee must keep accurate and complete books and records of all receipts and expenditures of Grant funds, in conformance with reasonable accounting standards. These books and records, as well as all documents pertaining to payments received and made in conjunclion with this Grant, such as vouchers, bills, invoices, receipts and canceled checks, shall be retained in Miami-Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the Expenditure Deadline specified in Article 1-5. These books, records, and documents may be examined by the Director of the Councilor his designee at the Grantee's offices during regular business hours and upon reasonable notice. Furthermore, the Director of the Council may, at the City's expense, audit or have audited, upon reasonable notice, all the financial records of the Grantee, whether or not purported to be related to this Grant. 8. PlJIlicitv and Credits: The Grantee must include the City of Miami Beach Cultural Arts Council logo and !he following credit line in all publications related to this Grant: The City of Miami Beach. Failure to do so may preclude future grant funding from the City in the same manner as if Grantee defaulted under this Agreement, pursuant to Article 11-12. 9. Liallilitv and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers, employees, agents and instruments from any and all liability, losses or damages, including attorneys'fees and costs of defense, which the City or its officers, employees, agents and instrumentalities may incuras a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising oul of, relating to, or resulting from the performance if this Agreement by the Grantee or its employees. agents, servants, partners, principals or subcontractors. Grantee shall pay all claims and losses in oonnection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments. and attorneys' fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in no way limit the responsibiltyto indemnify, keep and save harmless and defined the City or its officers, employees, agents and instrumentalities as herein provided. If the Grantee is a government entity, this indemnification shall only be to the extent and within the limitations of Section 768,28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity shaR not be held liable to pay a personal injury or properly damage claim or judgment by anyone erson which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when ~taled with all other claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or properly damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Grantee entity. 10. AssiQnment: The Grantee is not permitted to assign this Grant, and any purported assignment will be void, and shall be treated as an event of default pursuant to Article 11-12. 11. Compliance with Laws: The Grantee agrees to abide by and be govemed by all applicable Federal, State, County and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Article VII ofthe Miami Beach City Code, as amended, which is incorporated herein bY reference as if fully set forth herein. 12. DefaultfTermination Provisions: In the event the Grantee shall fail to materially conform with any of the provisions of this Agreement, the Director of the Council may withhold or cancel all, or any unpaid 'nstallmenls. of the Grant upon giving five (5) calendar days written notice to the Grantee, and the City I hall have no further obligation to the Grantee under this Agreement. Further, in the event of a breach of S nyterm Of'condition of this Agreement, upon five (5) calendar days written demand by the Directorofthe ~ouncil, the Grantee shall repay to the City all portions of the Grant which have been received by the Page 3 of 8 Grantee, but which have not actually been disbursed by the Grantee as of the date that the written demand is received. In the event that this Grant is cancelled or the Grantee is requested to repay Grant funds because of a breach of this Agreement, the Grantee will not be eligible to apply to the City for another Grant for a one year period commencing on the date the Grantee is notified in writing of the breach of this Agreement. The Grantee will be liable to reimburse the City for all unauthorized expenditures discovered after the expiration of the Grant period. The Grantee will also be liable to reimburse the City for all lost or stolen Grant funds. Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of the date of the Expenditure Deadline speCified in Article 1-5 must be returned to the City within fifteen (15) days after the Expenditure Deadline; if such funds have been committed but not expended, the Grantee must request in writing from the Director of the Council an extension of the Expenditure Deadline which, if approved, shall be for a period not to exceed one (1) year, Grant funds which are to be repaid to the City pursuant to this Section are to be repaid by delivering to the Director of the Council a certified check for the total amount due, payable to the City of Miami Beach, Florida. These provisions do not waive or preclude the City from pursuing any other remedies that may be available to it under the law. 13. lndulaence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement either at the time of the breach of failure occurs or at any time throughout the term of this Agreement. 14. Written Notices: Any written notices required under this Agreement will be effective when delivered in person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article 1-1, of this Agreement, and to the City when addressed as follows: Grisette Roque Marcos, Interim Director, Miami Beach Cultural Arts Council, 1700 Convention Center Drive, Miami Beach, Florida 33139-1819. 15. Captions Used in this Aareement: Captions, as used in this Agreement, are for convenience of reference only and should not be deemed or construed as in any way limiting or extending the language or provisions to which such captions may refer. 16. Contract Represents Total Aareement: This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, except those contained within this agreement and its attachments, are to be considered in construing its terms. No modifications or amendments may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate action by the Mayor and City Commission. Article 1111 Miscellaneous Provisions 17. The Grant awarded herein is the result of an extensive public review process, which found that the Grantee is performing a public purpose through the programs, projects, and services recommended for support. As such, use of these funds for any program component not meeting this condition will be considered a breach of the terms of this Agreement and will allow the City to seek remedies including but not limited to those outlined in this Grant Agreement. 18. The Grantee also accepts and agrees to comply with the following Special Conditions: Page 4 of 8 The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex. The Grantee hereby agrees that it will comply with City of Miami Beach Ordinance No. 92-2824, as amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of race, color, national origin, religion, sex, sexual orientation, handicap, marital status, or age. The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. [The remainder of this page is left intentionally blank] Page 5 of 8 Exhibit 1/ Revised Project Description Organization: GOLD COAST THEATRE COMPANY Project title: 2003 / 2004 MIAMI BEACH SEASON Completely describe Project approved by the Grants Panel and in a separate narrative detail the revisions to the Project based upon the award. Please be as specific as possible; name of event, venue, times, etc. Miami Beach Anchors should list specifics about their mentoring program. . --0- ------- -- --. -- Gold Coast Theatre Comoanv's new and oripinlll traditional British Panto At Temple Emanu-el, on December 26, 27 and 28, January 2, 3, and 4 the company will produce a new, original workfor family audiences that will feature a large cast and star billing for celebrity comedian Mike Winters. This spectacular huge cast show introduces American audiences to a traditional form of British theatre that is rarely seen outside the UK and it offers a highly accessible theatrical work to people from all walks of life. This show will be extensively marketed to the South Florida British community, as well as to visitors and first.time theatregoers. Particimti.on in ~d Th~ December 11, the company will present excerpts from '"The Traditional British Panto" at Temple Emanu-el. FebruaJy 12, a staged reading of "Hyman, Harold and Me", an original musical at Miami Beach Public Library. April 8, the company will present "Mime Speaks!" at the Sanford L Ziff Jewish Museum Additional. perfonnances in Second Thursdays may also occur. Free Public Perfonnances Gold Coast Theatre plans to perform at a minimum of three free events for general audiences in Miami Beach: Miami Beac:b Festival of the Arts, 'The Art Deco Festival and Taste of the Beach; and will also participate by invitation in events such as Art Basel, and additional tourism events, including street markets and spedal event. They will also perform other events in the public arena with strolling characters that include Charlie Chaplin, Cannen Miranda, musicians and mimes; and stage shows that include Peter aDd the WoIf, and Mime MaDia. ~m-Education Prolu,a..I!l for Schools and Youth The company's higbly acclaimed educational,pro&ram& include "Barth to the Power <<Ten", which uses mime, masks and special effects to teach children about science, environmental conservation, the arts, and Florida history. Underserved Audience Outreach to Social Service and Community PrOlb.iWlI The company gives free tickets to its shows at Temple Emanu-eJ; and free shows to underprivileged audiences to such otgl'ni7.lltions as the South Beach Aids PrQject, Miami beach Senior Center, Housing Authority at Rebecca Towers and Douglas Gardens. REVISlONS Traditional British 'P.antn The c:ompany will play more performances at Temple Emanu-el: December 26, 27 and 28 (2 shows), January 1, 2, 3 and 4 (2 shows), January 10, 11 (2 shows): a total at TWEL VB PERFORMANCES revised UP from the original EIGErr PERFORMANCES. PartidnAtion in Second Thursdays Nowmber 13, the company will provide strolling ~f'ounances on Lincoln Road as the focus is concentrated in that area Early spring, the company will provide strolling performances at the Byron- Carlyle or at the designated Second Thursday site. Late spring, the company will present a staged musical rehearsal <<'Would, Shoulda, Coulda" (the new title at "Harold, Hyman and Me" at the Miami Beach Public Library. Or at the designated Second Thursday site. Free Public Ped"tI~ Same as above '"-tno..m-l'lIblrMion Proarams for $dlooIs and Youth Same as above Undersetwd Audience Outreach to Social Service llntI Community ~In!l Same as above Page 6 of 8 Exhibit 2-A: Project Budget I Revised Total Project Budget Name of organization: GOLD COAST THEATRE COMPANY 2003/2004 MIAMI BEACH SEASON Project Title: Date(s) of Project: OCTOFlRR f, -2M3 SEPTEM~ER ~O, 2004 Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or events. Round off all numbers to the nearest dollar, EXPENSES REVENUES cash in-kind cash in-kind Personnel - artistic 14,~ 3,000 Admissions ,l4-t..Q 0..0. 0 Personnel - technical 3,000 1 onn Contracted services 3,000 0 , Personnel - administration 10,000 2,000 Tuitions 1,300 0 Outside artistic fees/service~, 500 ~ Corporate support 7,000 10,000 Outside other fees/services 2,000 _6 o.!L~ Foundation support hOO 0 Marketing/Publicity 5,000 8P.Q Individual support 4,40R 4 , r:,77 Space rental 6,400 2.160 Government grants 16, 000 0 Travel 480 400 Federal e 0 Utilities 2.400 0 State 0 0 Equipment rental 1, no 1, 000 Office supplies 1,000 0 Insurance/Security 2,1:150 0 Other Costs: (Itemize below) Other Contributions (Itemize below) PriRtiR~; PuoLage 2,005 E~ui~ment 200 ProductiQR 5,000 a-c-("- G00 517 Raffle" Merchandise Sales 2,eee o Grant award 10.000 Total cash expenses Total in-kind expenses Total project expenses 58,308 Total cash revenues 58,308 Total in-kind revenues 14,517 Total project revenues 72, SB~ (cash + in-kind) 14,S77 72,005 (cash + in-kind) Page 7 of 8 Exhibit 2-B: Project Budget I Revised Grant Award Budget Name of organization:. r,OT.n (,Oll.!=:'T' 'T'H'F.ll.'T'R'F. ('OMPll.NY Project Title: 2003/ 2004 ;IAMI BEACH SEASON Date(s) of Project OCTOBER 1, 2003 -SEPTEMBER JO.2004~ Directions: Identify and itemize cash expenses to be paid from Grant funds. Grant awards may only be spent within budget categories declared below. Grant Expenses Personnel - artistic 4rnnn Personnel - administrative 1 ,000 Travel (local only) 0 Outside artistic fees 500 Other costs (Itemize below) Printing 500 Postage 250 Personnel- Technical ?"O Space rental 2,000 1 , 500 o Marketing/Publicity Outside other fees TOTAL 10,000 Grant requirements: Grant monies must be spent within budget categories agreed upon in contract All publications associated with Miami Beach Cultural Arts Council grant support must include the City of Miami Beach Cultural Arts Council's logo and the following byline "City of Miami Beach" Grant funds may not be used for: Remuneration of City employees for any services rendered as part of a project receiving a grant from the City of Miami Beach Cultural Arts Council "Bricks and mortar" or permanent equipment (permanent equipment necessary for proposed project may be purchased if the price is less than what is would cost to rent the equipment) Debt reduction Out-of-county travel or transportation Fundraising events Hospitality events Events not open to the public Page 8 of 8 ~~"'~ FLORIDA DEPARTMENT OF STATE Sandra B. Mortham Secretary of State ,.,;'W''-l, ,4t;l ' "~! f! ;. ~ ~'fipt~ ..... "..~, P. i" < .':4' i"l""~~''';, i, " : ". "',__ , '". . \. ,..-: ".,!...- ~ \.. July 24. 1995 GOLD COAST THEATRE COMPANY 345 WEST 37TH STREET MIAMI BEACH. FL 33140 " Re: Document Number N33407 The Articles of Amendment to the Articles of Incorporation of GOLD COAST MIME COMPANY which changed its name to GOLD COAST THEATRE COMPANY, a Florida corporation, were filed on July 17, 1995. Should you have any questions regarding this matter. please telephone (904) 487-6050. the Amendment Filing Section. Thelma Lewis Corporate Specialist Supervisor Division of Corporations Letter Number: 895A00035178 Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314 -, , ".. .~: - . 'to--' ~I .. ';tc _\j~_ ~ ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ,~ ~ ~ ~ ~ ~ ~ ~' ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ c;2--- ~ ~ ~ - . ~ ~ c ~~." ~ ~ c H ~D WE"t , JIim ~mitq 8 ~ . CR2E022 (6-118) ....m..'ll nf $1.1e ~ ~-~~~~ :;l! a~tD~~~~~~~~~~~~~~ a ~~~~~~~~~~~~~~~~~Ql - -, ~ ''':'.. , ,"....\ , ~ .~'~..' ,"': -, . ,'....: .. .. ~ r. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~Yf ~ ~e ~ ~~t irpartmrnt Df j;tatr - I certify that the attached is a true and correct copy of the ~rticles of Incorporation of GOLD COAST MIME COMPANY, a, corporation organized under the laws of the State of Florida, filed on July 24, 1989, as shown by the' records of this office. The document number of this corporation is N33407. . ~ibtn unber mp banb anb tbe ~rrat ~eal of tJ.Je ~tatt of .:lfloriba, at <<allabassee, tbe f!apital, tbis tbt bap of 26th , July, 1989. , r: -,"'" -- -- .....,0,-..-- ... .~-~- ~~t:i<:! ~>-;....-.-...j.-~. -.-.-., "':~..Q--'--.;il;'- - .O__h. _.~___..._~-;.o..:.:_-'._:-"'_""-'J"""_""'_;'_ ARTICLES OF INCORPORATION of GOLD COAST MIME corporation not No. -- .i- ~! ~ . iI-cD lSi~i " ....':j~ ...:,'!.; ......, COMPANY S_'., ' (Ii /: 40 for profi t"'f' ';-:, " , , '.- ""'li-ljl<~~':':~'FL(/:,~~ ..,....../J (a , . - .---. -. . We, the undersigned, hereby associate ourselves together for the purpose of being incorporated under Chapter 617 and other applicable sections of the Statutes of the State of Florida for Corporations Not for Profit, under the following provisions: ARTICLE 1- Name The name of the corpor~tion shall be GOLD COAST MIME COMPANY ARTICLE 11- Purposes ~.~# The purposes of this corporation shall be to foster mime and its related or supportive art forms in order to generate a standard of excellence in those art forms; to be achieved through teaching and performing; through exposure to, and involvement with, the community to promote the reputation of the art; and through attracting high-quality talent to the field. ARTICLE 111- Terms of Existence This corporation shall have perpetual existence and shall be the successor organization to the GOLD COAST MIME COMPANY, an unincorporated association started in Florida. ARTICLE IV- Membership The membership of this corporation shall consist of the undersigned subscribers and the present members of the GOLD COAST MIME COMPANY mentioned above, and of other persons who are 1n sympathy vi~h the objectives and purposes of this corporation who become members in the manner provided in the bylaws. No member of this corporation shall have property right, interest or privilege in or to the assets, functions, affairs, or franchises of the corporation or any right, interest or privilege which may be transferable, or which shall continue after his or her memberShip ceases. post-ir Fax Note 7671 Date II'Of ~ pages To '/, j, lj, {Jet /I,.'...J From' t" t. ";1"'\ Co.lDept, Co, Phone # Phone" Fax # ;75 S"-i37 Fax" ,:.::-:.j';>~~~-,".~~-..i.-~""""""- ._~ . ;';';""-":_".--?i"~;'~4~.c.':b':~-:':''':~~<-:>=;~'''''...''-.~''>i!_~-'~~y;..-;:~~'''i-:'~",;'':...c..'-"~.;':';'-~:'-._':-.-_.:.7";"''''--''--''-'''''; , < ARTICLE V- Board of Trustees and Officers !%.~ . ., The policy-making body of'th!s corporation shall be a Board of Trustees composed of at least three (3) members elected by the membership at annual elections. This Doard shall consist ofa ~resident, Vice-President, and Secretary, and other officers as set forth in the' bylaws. Procedures for the nomination, election, and removal of all Doard members, as well as the duties of each Doard member shall be defined in the bylaws. Powers and Duties The powers and duties of the board shall include powers vested in them by the Articles of Incorporation. In addition, the board shall: (I) determine goals and objectives; (2) develop financial policy and procedures ;(3) approve the annual operating bUd&et; (4) develop fundraising objectives and strategies; (5) assist with fundraising; (6) serve as a theatre advocate within the community; (7) assist with the identification and recruitment of new trustees; (8) serve on at least one committee; and (9) el~ct officers. Limitations (I) The Board is not responsible for choosing the season or making artistic decisions for the theatre. Artistic input from the Board is important, but the Board does not have final authority over artistic decisions or matters; that power rests solely with the artistic director. The Board of Trustees shall be responsible for replacing the artistic director Jude Parry only after Ms. Parry relin~uishes the position as artistic dir~ctor. It is the intent of these bylaws to confer a life tenure upon Ms. Parry as artistic director. (2) No trustee shall be entitled to compensation for services rendered as a member of the Board. ARTICLE VI- Organizational Meeting The organizational meeting of this corporation shall be held within sixty (60) days after filing this Charter with the Department of State of Florida. At this meetillg, bylaws sha.ll be adopted by a two-thirds (2/3) vote of the membership present. The names and addresses of the ~fficer5 who are to manage the affairs of this corporation until the first election under this Charter are as follow5:- President- Warren J. Werner, 345 West 37th Street, Miami Beach, FL 33140 Vice-President- Judith C. Werner, 345 W 37th Street, Miami Beach, FL 33140 Secretary- Susan E. Dibeler, 345 W 37th Street - Cottage Hiami Beach, FL 33140 ARTICLE VII- Meetings The annual meeting of this corporation shall be held on, a date to be determined as stated in the bylaws. Procedures for the annual and other meetings shall be defIned in thn bylaws. ARTICLE VIII- Charter Amendments Amendments to this Charter must receive a two-thirds (2/3) vote of the members present at a meeting called for that purpose on proper notic~andw~th a copy of the proposed amendment having been mailed to the membership. ARTICLE IX- Bylaws The bylaws of this corporation shall further define the procedures for this corporation. These bylaws may be amended by a majority vote of the members present at a meeting called for that purpose on proper notice and with a copy of the proposed amendment having been mailed to the membership. Insofar as the bylaws are Silent, procedural rules shall be those recommended in the book: Oleck, Parliamentary Law for Nonprofit Organizations- (American Law Institute-American Bar Association Joint Committee, 1979). ARTICLE X- Non-profit Tax-exempt Status. This corporation shall engage in no activity that is prohibited for corporations exempt from taxes as stated in Internal Revenue Code Section 501 (c) (3) and/or Florida Statutes Section 617.0105. ARTICLE XI- DissolUtion Upon dissolution of this corporation, all of its assets remaining after payment of all costs and expenses of such dissolution and all outstanding obligations and debts, shall be dIstrIbuted to the NATIONAL MIME ASSOCIATION, Philadelphia, PA., or its successor, or If none, to a theatrical organization with similar principles which has qualified for exemption under Section 501 (c)(3) of the Internal Revenue Code of 1954 as amended, or, failing that, to the Federal Gover~ment or a State or local Government for a public purpose, and none of the assets shall be distributed to any member, officer, or trustee of this corporation. ARTICLE XII- Principle Office The prinCiple office of this corporation shall be loc3ted a~ 345 West 37th Street, Miami Beach, Florida, or clscwhcr~ in Dade County. "f' -_...- IN WITNESS THEREOF, the undersigned incorporators have hereunto subscribed their hands and seals at ,Dade County Florida. this ~ day of ~\.) l~ ,1989. Signature 3 37 h S Hi i B h FL ~VJ, li~VVM". "1./,.7/\,/1 WARREN J. WERNER 45 West t treet, am eac, lj-V_vv /.- . . :./! . /~ /' ( ) JUDITH C. WERNER 345 West 37th Street, tHullli Beach, FL / (.:.f/(.L.- 1.L..-.J f .., ~ I .', jLI -(.' SUSAN E. DIBELER 345 \Jest 37th Street. Miami Beach, FL 1/'!,/J.IC.,....C;0<"{;.1 Name Address STATE OF FLORIDA On this day, personally appeared before me, the underslencd authority, WARREN J. WERNER, JUDITH C. WERNER,and SUSAN E. DIBELER, known to me as individuals described in and who executed the foregoing Articles of Incorporation (Charter), and they acknowledge that they subscribed the said instrument for the uses and purposes therein set forth: WHEREFORE, it is requested that the same be filed in the Office of the Secretary of State at Tallahassee, Florida. \JITNESS my hand and the official seal at in the said County and State, this ~ 1989. '!\'\t 1"\ M I ~ L-M-:~ day of J~t~ ' !l! NJ:;bl~ _ r ) " I'I!!IUIIlAn f1I fLOllIO,: \ IIilIfllll'l JIll _ ~ IIl.It:... , ar~ 5MI". tIGD " llllIClD 1IIC1l GllalL 1;$. . '11_........____. . _.._ ._.._" ._ ..._ -, s CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED. ------------------------------------------------------------ In pursuance of Chapter Statutes, the following said cequirements: 48.091 and Section 607.034, Florida is submitted in co~plianc~ with ---. . -" ~ r (:,,:'.'t; .,...".." ~-~;> ~_\.~'. - Flrst:- That GOLD COAST HHIE COMPANY, desirine to oreanl;':'Il(:=,,:' (:;;; untler tho:: .1.110.1" of I:h.~ St'lt" uf Fl.lclcLr....'th [tH- r.!~I,~tl!C.~I~~_: \....:> .)[[lc,~, CIS l'I,lleac.,,: I'I tll.~ Actr,(:l.~s .)(' I'l'~"cpOcat[oll:it (,,?> J;:' ",., . t 11 eel t y u f j-J 1 <\ ,II I. 11 '~'\ C ~ I J :; 0 lJ I~ t Y 0 F. D Ii.) e, S t <l t <.! n r F'l 0 rid a, i,:A _." has 'I dJ'JIlin:.: all<lc,~",; '1[:- GOLD COAST MOll'; COMPANY -i'",.. -;l;'; r-'" 345 IIEST 37th STREET o"~ "':': MIAMI BEACH, ~~, :;:" FL 33140 7' ,;::) --r', - ,- (n o Second:- That said oreanization has named Judith C Werner, located at 345 WEST 37th STREET, City of MIAMI BEACH, County of DADE, State of FLORIDA, as its aeent to accept process within this state. ~ ACKNOWLEDGMENT j Having been named to accept service of process for the above stated corporation, at place designated In this certificate, I hereby accept to act in this capacity, and agree to comply with the provision of said requirements relative to keeping open said office. 'BY (Reg1 LC2rM~