R9A2-Reappoint Mitchell Kaplan To The Adrienne Arsht Center For Performing TrustMIAMI BEACH
OFFICE OF THE MAYOR AND COMMISSION
To:
From:
Date:
Re:
I
Jimmy Morales, City Manager •• AJ.i flf;' ~
Matti Herrera Bower, Mayor /f yet' .
May 28, 2013
Appointment to the Performing Arts Trust
MEMORANDUM
Please place on the June 51h, 2013 City Commission Agenda an item to reappoint Mitchell Kaplan
as one of the City's representatives to the Adrienne Arsht Center for the Performing Trust. Mr.
Kaplan is the founder of Books and Books as well as a co-founder of the Miami Book fair
International. His biography and letter of support from the Trust, as well as the Articles of
Incorporation for the Trust are attached.
I thank you in advance for your attention to this matter. Should you have any questions, please
contact Gabrielle Redfern at extension 615 7.
MHB/ fgr
Agenda Item (.< 9/+ 2...
Date ~-5-13
>
May 14,2013
The Honorable Matti Bower
Mayor, City of Miami Beach
City of Miami Beach City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
RE: City of Miami Beach Reappointment of Mitch Kaplan to the Performing Arts Center Trust
Dear Mayor Bower:
Pursuant to the Performing Arts Center Trust's Articles of Incorporation, the City of Miami Beach is
entitled to appoint three representatives to the Board of the Performing Arts Center Trust Inc. (PACT}.
The current City of Miami Beach appointments are Mitchell Kaplan, Ricky Arriola and Richard Milstein.
Mr. Kaplan's term recently expired, although pursuant to our Articles of Incorporation he will continue
to serve until reappointed or replaced. The City of Miami Beach Commission is, therefore, requested
to reappoint Mitch Kaplan for a new three-year term.
Mr. Kaplan has been a member of the PACT Board for three years. His knowledge and expetiise
makes him an asset as the City's representative, and we believe that his continued service on the
PACT Board is needed as the Center continues to evolve into Miami-Dade County's cultural
centerpiece.
In order to make this appointment, the City of Miami Beach Commission must take formal action to
reappoint Mr. Kaplan to fill this seat. For your information, you will find enclosed Mr. Kaplan's bio as
well as a copy of the PACT's Articles of Incorporation that outlines the appointment process.
Please have the City Clerk forward confirmation of the City's action in this regard to Valerie Riles, the
Center's Vice President of Board and Government Relations. If you have any questions or require
further information, please call Valerie at 786-468-2203.
Sincere.)y, t'
14_£ ~
Mike Eidson
Chairman, PACT Board of Directors
Enclosures
Copied: J. Ricky Arriola, Chair, Nominating and Governance Committee
Mitch Kaplan, PACT Board Member
Rafael Granado, City Clerk
1300 Biscayne Boulevard, Miami FL 33132 Telephone 786.468.2000 Fox 786.468.2001 www.arshfcenter.org
MITCHELL KAPLAN -BIO
Mitchell Kaplan founded Books & Books in 1982. Located in Coral Gables, Florida,
Books & Books expanded to its present location in December of 2000. Housed in a
Mediterranean-styled building, the bookstore hosts over sixty events a month, consisting
of author readings and signings, demonstrations and workshops, live music and film
series, reading and discussion groups, programming for children and families, and a
variety of other community~based events. AH of this is achieved in an old world setting
of floor-to-ceiUng wood bookshelves, wood floors, and a courtyard cafe.
In 1989, Books & Books opened a second location on Lincoln Road, which continues to
serve the Miami Beach community today, and includes a Zagat-rated, full-service
restaurant, the Cafe at Books & Books, which features new South Florida cuisine by Chef
Bernie Matz.
In April 2005, Books & Books opened a new location at theBal Harbour Shops. 111is
new location specializes in high end art and design books and continues the tradition of
the Coral Gables and Miami Beach bookstores with a full schedule of events and
programs. In April 2009, Mitchell npent>:cl Th~ Newsstand by Books & Books, also at the
Bal Harbour Shops. This garden cafe and newsstand offers a wide range of intemational
periodicals, elite Cafes Richard coffee, Tartbcrry frozen yoqurt, high-end pastries-and
all the chann and atmosphere of a classic newsstand.
In December 2007, Mitchell went international with the opening of a fourth location in
The Cayman Islands. Located in a new multi-million dollar development, Camana Bay,
Books & Books, Grand Cayman, serves both the visiting and local population of the
island with a wide selection of international and Caribbean writing and events.
Mitchell is also a co-founder of Miami Book Fair International and serves as the
Chairperson of its Board of Directors. The Book Fair, sponsored and suppmted by
Miami-Dade College, brings over 300 authors and exhibitors to a weeklong celebration
of all things literary into the heart of downtown Miami and onto the College's Wolfson
Campus. Mitchell also serves on the steering committee of the Florida Center for the
Literary Arts, Miami-Dade College's new literary center.
Mitchell is the former President of the American Booksellers Association (ABA) and also
serves on the Board of ABFFE, the American Booksellers Foundation for Free
Expression. A native of Miami Beach and a graduate of Miami Beach Senior High
School, he received his BA at the University of Colorado and a M.Ed. from the
University of Miami. He lives in Miami with his wife, Rachelle, and their twin sons,
Jonah and Daniel, and their daughter, Anya.
ExhibitB
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PERFORMING ARTS CENTER TRUST, INC.
The undersigned officers, natural persons competent to contract, hereby fife these Second
Amended and Restated Articles of Incorporation of PERFORMING ARTS CENTER TRUST,
INC., pursuant to Section 617.1007 of the Florida Not For Profit Corporation Act, and hereby
cerlify as follows: The original and present name of the Corporation is PERFORMING ARTS
CENTER TRUST, INC. The original Articles of Incorporation were filed with the Department
of State of the State of Flol'ida on August 6, 1991, as amended by amendments to the original
Articles of lncorporation filed with the Department of State on August 25, 1992 and
September 2, 1993. The First Amended and Restated Articles of Incorporation were filed with
the Department of State on January 2, 1998.
These Second Amended and Restated Articles of Incorporation were duly adopted
pursuant to Section 617.1007 of the Florida Not For Profit Corporation Act upon the affirmative
vote of at least two~thirds of the members of the Corporation at a meeting held on
iJ , 2006 and a majority of the Board of Commissioners ofMiami~Dade County,
-----iC#--~~:::::: _ _L~. 2006. These amended and restated Articles of Incorporation
e up filing with the Department of State.
1.1 Name:
ARTICLE I
ORGANIZATION
This Corporation, formed under the Florida Not For Profit Corporation Act, shall be
known as the Performing At1s Center Trust, Inc. (hereafter, the "Corporation").
J .2 Seal:
The seal of this Corporation shall contain .the words "Performing At1s Center Trust, Inc.,
a corporation not-for-profit".
1.3 Offices:
The principal offices of the Corporation shall be located in the State of Florida at such
place or places as the Board of Directors may from time to time, designate. The mailing address
of the Corporation shall be located at the principal offices of the Corporation. On the date
hereof, such principal offices are at 1444 Biscayne Boulevard, Suite 202, Miami, FL 33132.
The Corporation's offices will relocate to the Performing Arts Center at 1300 Biscayne
Boulevard, Miami FL 33132 on August 4, 2006.
(M2264121;51
ARTICLE II
PURPOSE
This Corporation is organized and shall operate exclusively for educational, cultural and
charitable purposes as evidenced by conducting or supporting activities for the benefit of or to
carry out the purposes of the Performing Arts Center Trust, Inc., but limited in all events to
exempt purposes described in Section 50l(c)(3) of the Internal Revenue Code of 1986; and this
Corporation may engage in only such activities permitted under the laws of the State of Florida
and the United States of America as shall constitute activities in furtherance of such exempt
purposes. The Corporation is a non-profit corporation organized to provide a broad source of
community support for the Performing Arts Center in the City of Miami, Florida (the
"Performing Arts Center"). No pmi of the assets or the net earnings of the Corporation shall be
distributed to any officer, director, member or any other private person.
ARTICLE III
FUNCTIONS
It is expected that the Corporation will provide the governing authority to design,
construct, manage and operate the Performing Arts Center. The site on which the Perfonning
Arts Center is located and the Performing Arts Center itself will be owned by Miami~Dade
County. It is not contemplated that the Corporation will own either the land or buildings to be
designed, constructed, managed and operated by the Corporation. The Corporation will have full
authority to employ architect(s), acousticians and other consultants, approve design and employ
construction and development managers or firms and supervise their work. The Corporation will
employ a President who will be responsible for day-to-day carrying-out of the Corporation 1s
work and such other employees as the Corporation shall deem appropriate. The Corporation
may establish or enter into a contractual relationship with a leasing company. The Corporation is
responsible for raising funds for various purposes and, to accomplish this, the Corporation may
establish one or more foundations, subsidiary corporations, or affiliated organizations.
ARTICLE IV
BOARD OF DIRECTORS
The Board of Directors is responsible for the direction and control of all matters
pertaining to the Corporation and the Performing Arts Center. The Board of Directors and the
County Manager of Miami-Dade County shall select a President, who shall serve at the pleasure
of the Board of Directors. The President shall establish personnel and management policies in
accordance with applicable law and such policies as the Board of Directors may adopt. The term
"Director" as used herein shall include Designated Directors unless otherwise indicated, but shall
not include the President.
4.1 Members of Board ofDirectors:
The affairs of the Corporation shall be managed by the Board of Directors, all of whom
shall serve without compensation. At all times there shall be no less than five (5) nor more than
forty one (41.) Directors.
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4.2 Appointment ofDir·cctors:
The Board of Directors shall be appointed as follows:
(a) Local govemmental authorities shall appoint twenty~eight (28) members,
comprised of twenty~one (21) Miami-Dade County appointments with the remaining
appointments apportioned between the City of Miami, City of Miami Beach and Miami-Dade
County School Board as defined below:
(i) The Board of Commissioners of Miami-Dade County shall appoint
nineteen (19) Directors, as follows: thirteen (13) Directors shall be appointed by
individual County Commissioners and six (6) Directors shall be appointed by the Board
of Commissioners of Miami-Dade County At-Large.
(ii) The Mayor of Miami-Dade County shall appoint two (2) Directors;
(iii) The City of Miami Commission shall appoint three (3) Directors
subject to ratification by the Board of Directors;
(iv) The City of Miami Beach Commission shall appoint three (3)
Directors subject to ratification by the Board of Directors;
(v) The Miami-Dade County Public School Board shall appoint one
(1) Director.
(vi) For each appointment by the County Commissioners, County
Commission At-Large, County Mayor, City of Miami Commission and City of Miami
Beach Commission, the Trust shall advise the appointing authority of any special
characteristics or professional skills that it is seeking in order to strengthen and balance
the Trust board. In addition, the Trust may suggest potential nominees for consideration
by the appointing authmity. After consideration of these recommendations, the
appointing authority shall select an appointee that, in its best judgment, will best serve the
interests of the Trust and the governmental agency.
(b) Appointments made by the Corporation: In accordance with the Bylaws
of the Corporation, the Corporation shall appoint Community Representative Directors, not to
exceed thirteen (13) members, as follows:
(i) One (l) Director for each of the Designated Primary Artistic
Organizations named in Section 4.3;
(ii) One (1) Director each from at least two (2) Miami Dade County-
based non-profit performing arts organizations which reflect, in both their governance
and programming, community ethnic cultural perspectives including at a minimum an
Hispanic American artistic organization and an African American artistic organization;
and
{M226412!;5j 3
(iii) Additional Community Repre~entative Directors who represent the
interests and diversity of the community at large.
4.3 Designated Primary Artistic Organizations:
(a) Notwithstanding any other provision of these Articles, each of the
following organizations shall be entitled to appoint one Designated Primary Artistic Director
who may remain as Designated Primary Artistic Director at the pleasure of the organization so
long as the organization is a Designated Primary Artistic Organization. The following named
organizations have been designated as Primaty A1iistic Organizations and will constitute the four
(4) Designated Primary Artistic Organizations:
(i) Concert Association of Florida, Inc.
(ii) Florida Grand Opera, Inc.
(iii) Miami City Ballet, Inc.
(iv) New World Symphony, Inc.
(b) The requirements for Designated Primary Artistic Organizations include:
(i) A Designated Primary Artistic Organization shall be any
professional non-profit cultural organization, incorporated or not, w11ich shall have been
in existence for more than one (l) year, has an annual operating b~dget of more than
$500,000, and has displayed a long term financial and usage commitment to the
Corporation, as determined by the Board of Directors.
(ii) Designated Primary Artistic Directors shall be those Directors
appointed by a Designated Primary Artistic Organization.
4.4 Qualifications of Dit·ector·s:
The Directors are expected to devote time, professional knowledge, personal influence,
money and/or a combination thereof to attain the goals of the Corporation and shall be selected
by reason of their abilities to do the following:
(a) To provide and secure financial support for the activities of the
Corporation. The personal contributions of the Directors are key to the financial well-being of
the Corporation. Also, Directors, because they have great standing in the community, can
greatly influence individuals, corporations, foundations and government agencies to provide
financial support.
(b) To volunteer their specialized business expertise, advice and guidance to
working committees when needed.
(c)
the Corporation.
(M226412l ;Sf
To spearhead and to reinforce all community and public relations work of
4
4.5 Term ofDirectors:
(a) Each of the thirteen (13) Directors appointed by individual Commissioners
of Miami-Dade County shall serve a term which shall end concutTently with the last day of the
term of the County Commissioner who appointed said Director. Individual County
Commissioners who are reelected to office must officially appoint, or re-appoint if desired, a
Director as his or her appointment for the new term following the process in section 4.2.a.vi.
(b) Each of the six (6) Directors appointed by the Board of Commissioners of
Miami-Dade County At-Large shall be appointed for a three (3) year term and shall be pennitted
to serve up to two full consecutive three (3) year terms, and may be re-appointed to the Board of
Directors after ceasing to be a Director for one (I) year.
(c) Each of the two (2) Directors appointed by the Mayor of Miami~Dade
County shall serve a tenn which shall end concurrently with the last day of the term of the
Mayor. In the event that the Mayor is reelected to office, he or she must officially appoint, or re-
appoint if desired, each of the two (2) Directors as his or her appointments for the new term
following the process in section 4.2.a.vi.
(d) Each of the six (6) Directors appointed by the City of Miami and City of
Miami Beach Commissions shall be appointed for a three (3) year term and shall be permitted to
serve up to two full consecutive three-year terms, and may be re-appointed to the Board of
Directors after ceasing to be a Director fot· one (I) year following the process in section 4.2.a.vii.
(e) The Director appointed by the Miami-Dade County Public School Board
shall serve at the will of the School Board, and shall serve until he/she resigns or is removed.
(f) The terms of the Community Representatives are specified in the Bylaws
of the Corporation.
(g) Upon the expiration of a Director's tenn, that Director shall remain on the
Board of Directors until such time as he or she is replaced or is re-appointed by the appropriate
appointing authority.
4.6 Filling of Vacancies:
(a) Vacancies in expired or unexpired tenns for Community Representatives
to the Board of Directors caused by resignation, removal or death shall be filled according to the
process provided in Section 4.8 ofthe Bylaws of the Corporation.
(b) For those Directors appointed by the County Commissioners, County
Commission At~Large and MayO!', if a vacancy occurs prior to the expiration of the original
appointing authority's term, the individual County commissioner, commission or the Mayor who
appointed that Directm· shall appoint a new member to fill the vacancy following the process in
section 4.2.a.vi.
(c) For those Directors appointed by the City of Miami Commission and City
of Miami Beach Commission, if a vacancy occurs prior to the expiration of tbe Director's term,
IM2264111;5} 5
the Commissions shall appoint a new member to fill the vacancy following the process in section
4.2.l.vl.
(d) In filling any vacancy to be filled by Local Governmental Authorities the
replacement Director shall hold office for the unexpired term of his/her predecessor in office.
(e) The Miami-Dade County Public School Board shall appoint a person to
fill any vacancy for their Director position.
4.7 Removal of Directors:
Any Director may be removed for cause as detem1ined by the Corporation, including
violation of Board policy, by the affirmative vote of the majority of the Board of Directors,
provided such Director has been given prior notice that the subject of his/her removal will be
presented to the Board at a duly noticed meeting.
4.8 Financial Disclosure:
Directors shall file the same Florida Financial Disclosure Statements required of state
officers. Other than compliance with Financial Disclosure requirements, the provisions of the
Miami-Dade County Conflict of Interest and Code of Ethics Ordinance shall not apply to the
Directors.
4.9 The Sunshine Law:
The Board of Directors shall comply with Florida Government in the Sunshine Law in
the conduct of all its meetings to the same extent as if it were an elected body.
4.10 Public Records Act:
The Corporation's records will be open to public inspection in accordance with the
Florida Public Records Act to d1e same extent as if it were a government agency.
ARTICLE V
COMMITTE.ES
The initial Standing Committees of the Board of Directors shall be the Executive
Committee, Finance Committee, Audit Committee and Nominating and Governance Committee.
The purposes and membership of the Standing Committees shall be set forth in the Bylaws of the
Corporation. The Board of Directors may establish from time to time, such additional Standing
or ad hoc Committees as shall be deemed appropriate, with such additional Committees to
exercise such duties, powers and authorities as may be delegated by resolution of the Board of
Directors.
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