The Education Fund $12,600
m
City of Miami Beach and Miami Beach Cultural Arts Council
Fiscal Year 2004/2005 Cultural Affairs Grant Agreement
This Grant Agreement is entered into this ~~It day of Si:rJl~ t.vL.- ,2004, between the City of
Miami Beach, Florida, (the City), and The Education Fund (Grantee),
Article 1/ Grant Description
1,
Grantee:
Address
City, State, Zip
Phone, fax, e-mail
The Education Fund
900 N E 125th Street, Su ite 110
N. Miami, FL 33161
305-892-5099 ext 16, 305-892-5096, lIecht@educationfund,org
2. Grant amount: $1260050% paid upon execution of this 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 2-8, attached hereto
5, Contract deadline: November 5, 2004
6. Expenditure deadline: September 30, 2005
7. Project completion date: Met ~ --; I, 1. 00 r:;
8, Final Report deadline: Must be postmarked or delivered no later than 45 days after Project
I completion date, It:
EREOF, the parties hereto have executed this Agreement this ~ day of NbVlIIfl1tflL ,2004,
Attest: STATE OF FLORIDA, COUNTY OF MIAMI- DADE
Robert
Grantee's Cor orate Seal Here
APPROVED AS 0
FORM & LANGU GE
& FOR EXECUTI N
. a not-for-profit
corporation, He/S@js personallv knnwn In mIL or has
produced as
ficati
Signature
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 toJhe City's Cultural Affairs Program Manager or his designee,
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 terms of this
Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-6, 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 Exhibit 2-B shall not be permitted without the prior written consent ofJhe Cultural Affairs Program
Manager or his designee, Said requests shall be made in advance, in writing, detailing and justifying the need
for such changes,
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 Cultural Affairs Program Manager or his designee with a written final report
documenting that the Grantee has fulfilled all requirements. This report is to be received by the Cultural Affairs
Program Manager or his designee within 45 days of the Project's completion date, Grantees completing their
Project by Fiscal Year End, September 30, 2005, must submit their final reports no later than November 15,
2005.
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, Proqram Monitorinq and Evaluation: The Cultural Affairs Program Manager or his designee 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 Bondinq: 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 Cultural Affairs Program Manager or his designee with the identity and title of individuals
authorized to withdraw or write checks on Grant funds.
7, Accountinq 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 conjunction 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 Cultural Affairs
Program Manager or his designee or his designee at the Grantee's offices during regular business hours and
upon reasonable notice. Furthermore, the Cultural Affairs Program Manager or his designee 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, Publicitv and Credits: The Grantee must include the City of Miami Beach logo and the following
credit line in all publications related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural
Arts Council, 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. Liability 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 incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising out 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 connection 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 responsibility to 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
shall not be held liable to pay a personal injury or property damage claim or judgment by anyone person which
exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled 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 property damage claims, liabilities, losses or causes of
action which may arise as a result of the negligence of the Grantee entity,
10, Assianment: 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 governed 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 of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set
forth herein.
12, Default/Termination Provisions: In the event the Grantee shall fail to materially conform with any of the
provisions of this Agreement, the Cultural Affairs Program Manager or his designee may withhold or cancel all,
or any unpaid installments, of the Grant upon giving five (5) calendar days written notice to the Grantee, and the
City shall have no further obligation to the Grantee under this Agreement. Further, in the event of a breach of
any term or condition of this Agreement, upon five (5) calendar days written demand by the Cultural Affairs
Program Manager or his designee, the Grantee shall repay to the City all portions of the Grant which have been
received by the 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 Cultural Affairs Program Manager or his designee 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 Cultural Affairs Program Manager or his designee 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, Indulqence 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 Aqreement: 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 Aqreement: 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:
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.
Exhibit 1/ Revised Project Description
Organization: The Education Fund Project title: Next Gen International
Film Festival
Completely describe Project approved by the Grants Panel and in a separate narrative detail all revisions to
the Project based upon the City Commission approved award. Please be as specific as possible; name of
event, specific dates, venues, times, artists, etc,
Project Approved by Grants Panel
The 2005 Next Gen International Film Festival is a film festival for students and the
community presented by The Education Fund (The Ed Fund) and Miami-Dade
County Public Schools' (MDCPS) Division of Life Skills, in association with the Giffoni
Film Festival in Italy. The Next Gen International Film Festival will take place from
April 11 -17, 2005, in Miami and Miami Beach.
Through the presentation of international films from more than a dozen countries, this
event offers a window on the world through images and stories from around the
globe. Next Gen is organized into age appropriate sections and will present films
under the guidelines of First Screens for 9 to 12 year olds; Free to Fly for 12 to 14
year olds and Y Gen for 15 to 19 year olds.
Film screenings for Miami-Dade County Public School students and the community
will be complemented with in-theater discussions, study guides, school-based
programs, and weekend community screenings. Prior to attending film screenings,
students will participate in classroom activities designed to develop their appreciation
for foreign cinema and to increase their understanding of the creative and technical
aspects of film production. All film screenings will be followed by in-theater
discussions with educators and filmmakers,
Miami Beach Arts Council grant funds will be used to bring the Next Gen Festival to
Miami Beach's public school students, Miami Beach families and to the Miami Beach
community at-large. There will be two days of film screenings, during which six of the
festival films will be presented, The screenings will include one weekday for public
school students and the Miami Beach community, and a Saturday screening for the
community and families, Screenings will be held at The South Beach Regal Cinema
on Lincoln Road.
Revisions to Project based on Approved Award
The Next Gen International Film Festival- Miami Beach has been revised, based on
the grant award, in the following manner:
There will be two days of film screenings on Miami Beach, instead of four. Miami
Beach's public school students will be served on a weekday, and there will be
screenings on the weekend (Saturday, April 16) for families and the community at-
large.
Three films will be screened each day, as planned. However, if a proposal to
Regency Theatres Foundation is approved to reduce space rental costs, the number
of film screenings will be increased.
There will be a film workshop following each film screening, which results in a
reduction of the original costs for Outside Artistic Fees,
Exhibit 2-A: Project Budget I Revised Total Project Budget
Name of organization: The Education Fund
Project Title: Next Gen International Film Festival
Date(s) of Project: April 11 -1 7, 2005
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 $ 0.00 $ 0.00 Admissions $3,000 $ 0.00
Personnel - technical 0.00 0.00 Contracted services 0 0.00
Personnel - administration 2,000 3,000 Tuitions 0 0.00
Outside artistic fees/services 6, 500 2,000 Corporate support 6,000 0.00
Outside other fees/services 3,'b00 2,000 Foundation support 6,000 0.00
Marketing/Publicity 5,000 2,000 Individual support 0 0.00
Space rental 12,000 2,000 Government grants 0 0.00
Travel 10.000 0 Federal 0 0.00
Utilities 0 1,000 State 14,000
Equipment rental 0 0
Office supplies 2,000 1,000
Insurance/Security 0 1,000
Other Costs: (Itemize below)
Printin9 4,000 1,000'
Out of CountyTravel 2,000 0
Postage 1,000 0
Other Contributions (Itemize below)
MDCPS 6,000 10,000
Miami Dade Coll 0 2,000
The Ed Fund 0 3,000
Grant award
$12600
Total cash expenses
Total in-kind expenses
Total project expenses
$47 ,600
15,000
63,600
(cash + in-kind)
Total cash revenues $4 7 , 600
Total in-kind revenues 1 5, 000
Total project revenues 63,600
(cash + in-kind)
Exhibit 2~B: Project Budget I Revised Grant Award Budget
Name of organization: The Education Fund
Project Title:
Next Gen International Film Festival
Date(s) of Project:
April 11 - 17, 2005
Directions: Identify and itemize cash expenses to be paid from Grant funds,
Grant awards may only be spent within budget categories declared below. Line item changes
to said Budget shall not exceed ten percent (1 0%) per category, so long as said expenditures
do not exceed the total amount of Grant funds
Grant Expenses
$
0.00
Marketing/Publicity
$2,000.00
Personnel - artistic
Personnel - administrative
1,000.00
Space rental
5,000.00
Personnel - technical
0.00
Travel (local only)
Outside artistic fees
1,500.00
Outside other fees
(Itemize below)
1,000.00
1,100.00
Other costs
(Itemize below)
Technical Director
800
300
1,000.00
Audio Technician
Printing
TOTAL: $12600
Grant requirements:
Grant funds must be spent within budget categories agreed upon in grant agreement.
All publications associated with City of Miami Beach cultural grant support must include the City of Miami
Beach logo and the following byline: "City of Miami Beach, Cultural Affairs Program, Cultural Arts Council,"
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
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~ I certify that the attached is a true and correct copy of the ~
i Articles of Amendment, filed on November 18, 1988, to Articles of i
~ Incorporation for DADE COUNTY FOUNDATION FOR EXCELLENCE IN ~
;~~ PUBLIC EDUCATION, INC, changing the name to DADE PUBLIC ~~
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n~ I certify the attached is a true and correct copy of the Articles of ~
~ Amendment, filed on January 10, 2000, to Articles of Incorporation for ~
~ DADE PUBLIC EDUCATION FUND, INC, which changed its name to THE EDUCATION ~~
~ FUND, INC., a Florida corporation, as shown by the records of this office.~
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;~ I further certify the document was electronically received under FAX aUdit~Q
~ number H00000000955. This certificate is issued in accordance with ~~
.~ section 15.16, Florida Statutes, and authenticated by the code noted below~3~
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ARTICLES O~ I~CORPORATIC~
01'
DADE COU~TY
FOUNDATION FOR EXC~LLENCE IN
PUBLIC EDUCATION, rN,.
The undersigned subscriber~. natural persons competent to
contract, hereby file these Articles of Incorporation in order
to form a corporation not for profit under the la~s of the
State of Florida.
ARTICLE I.
N.lJol&
The namp. of this Corporation shall be DADE COUNTY
FOUNDhTION FOR EXCELLENCE IN PUBLIC EDUCATION, INC.
ARTICLE II.
PURPOSES , POWERS
Section 1. Purposes.
(a) The generai purpose of the Corporation is to
receive and administer funds and property for scientific.
educational and charitable purposes ~\thin the meaning of
Section SOl(c)()) of the Internal Revenue Code of 1954, as
amended.
(bl To carry out its general purpos~ the Corporation
viII be a broadly-based, nonprofit community organization vhose
purpose is exclusively educational and charitable and is to
secure and distribute contributions from individuals.
. .
corporllt ions, and foundat ions for the b4!nttf it or tilt! studeonts
In thtt Dade County Public School.. In furtheoranct! or thl5
purpost! t~c Poundlltlon will:
(i) Operatt! excluslvt!ly for tht! bt!nt!fit of, to
perform the functions of, lInd to carry out th~ purpost!s of the
School Board of Dade County. florid4, a qovt!rnmental unit or
the State of Florida. which is an organiz4tion described in
Section l7,'1~1)(1)(A) and Section S09(,J)(l) of the Internoll
Revenue cou~ of 1954, as 4m~nded;
(ii) Operate exclusively ror charitolble,
scientific, and educational purposes, ar.d in furth~rance of the
charitable, scientifir., and educacional purposes, causp.s ann
objects now 0: at any time hereafter fostered by the School
Board of Dade County, Florida;
(iii) Solicit and rai~e funds and endowments, olnd
to receive by way of gift, purchase, grant, devise. ~ill, or
otherwise, property. real, personal, or mixed, and to hold,
use, malntain. boase, donate, pledge, encumber, 10oln, sell,
convey, and otherwise dispose of all such property in
furtherance of the objectives and purposes of this Foundation;
(iv) Do and pe~form any and all acts or services
that may be incidental or necesary to car.'y out the above
purposes; and
-2-
'.' " .'J!-i--"-'J~:'~:"'> "" ," '~.':.
..-.,.;t"~""""',J..'*d''.t..t~if~''''...Y\;,Y:'',,
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(Iy) To ~.r/ur~ ~yrry act n.C.II~ry or proper
for the accomplishment of the objects and purpo~el enumerdted
or for the protection and benefit ot the Corporati~n.
(b) Notvithstandlng any povers granted to this
Corporation by its chnrter, By-L~vs or by the ld~s of the St~te
of Florida, the folloving limitJtions of p0~er~ ShJII appl[ and
be paramount:
(i) No part of the net earnings of ~h~
Corporation shall enure to the benefit of any member. director,
officer of the Corporation, nr any privdt~ individual (except
that reaso~Jble compensation may be paid for servic~s ~endered
to or for the Corporation affecting une or more of its
purposes, and except to the extent that benefit enures to
persons in accordance vith the carrying out of tne
Corporation's charitable purposes as herein defined!, and no
member, director. officer of the Corporation. or any private
individual shall be entitled to share in the dis,ribution of
any of the Corpor~te assets on dissOlution of the Corporation.
(ii) No part of the activities of the
Corporation shall be the carrying on of propaganda or othervise
attempting to influence legislation.
(iii) The Corporation shall not participate in
or intervene in (inCluding the publication or distribution of
statements) any political campaign on behalf of any candidate
for public office.
-~-
(iv) Notwithst~ndinq ~ny o!her prOVISions 01
this certificate, the C~rpor~tion shall not conduct or c~rr'v on
any activities ~ot permitted to be conducted or carried ~: :'1
an organiz~tion exempt unde~ Sc:tion SOllc)I]) at the Internal
Revenue Code of 1954, ~s am.'ndcd, or by In organization,
contributions to which are deductible under Se~tions 170(cJ(2',
or 205Sla) of the internal Revenue Code of 195~. as ~mended.
(v) Upon dissolution of the Corporation or the
winding up of its affairs, the assets of the Corporation shall
be distributed exclusively to charitable, religious,
scientific, testing for public s~!ety. literary, or educat;onal
organizations which then qualify under the provisions of
Section SOl(ci(]) of the fnternal Revenue Code of 1954, as
amended.
ARTfCLE Iff.
MEMBERS
The Members of ~he Corporation shall be its Directors.
ARTfCLE fV.
TERM OF CORPORATE EXISTENCE
This Corporation shall exist perpetually unless dissolved
according to lay.
-5-
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.:~~.~ ,.,1~--.f:/""~"~~:.~"S')"~:,,'.."t(i'~~t-':_f.l'.~""'-'"' .':.., .~\~ "~'.,~ -. .,,".~: '. ~-.
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ARTICLI: v.
SUBSCRID~RS
The n~mes and addr~~ses o( the subscribers to th~5e
Articles o( Incorpordtioll ar., a5 (ol1o'o's:
HA.'lE
1. M.:Iri.1 Elel\.] Tor.lno Pant in
2. Al To...nsel
3. George Van Wyck
4. Dale Webb
5. Gina Craig
6. Dr. James Fl<!ming
7. Nan Rich
8.
Hovard L. Adler
9.
Adele Mann
ARTICLE VI.
OFFICERS
AnDRESS
800 Douqlas Road
Coral Gables. qorid.:! J31H
1500 Monza Avenue
Coral Gables, Florid.:l
1122 QU.:lil Roost Drive
Mi.:!mi, Florida )3157
709 North Greenw.:lY Drive
Coral Gables, Florid~
1410 N.E. 2nd Avenu~
Miami. Florida 33132
1410 H.E. 2nd Avenue
Miami, Florida 33132
11621 S.W. 57th Court
Miami. Flor ida
16211 N.E. 12th Court
Mi.:lmi, Florida
)01 41st Street
Miami Be.:lch, Florida
(al The Corporation shall have a President, an
Executive Director, a Vice-President, a Secretary and
Treasurer, and it may have additional and assist.:!nt officers
-6-
Including. without lilllitatioll tn~reto. a Chalr:nan ot th~ Ilollrd
ot Directors. IInd Asslst~nt Secr~tarlQ. and Assistllnt
Treasurers. A person lIIay hold IIIcr~ than o~e offi~e. elcept
that the President may not ~lso be the Se~ret4ry.
(b) Officers shall he selected frolll the lIIembership
ot the B~ard ot Directors ~nd shall be elect~d by tnc Bo~rd of
Directors at its tirst meeting and shJll be elected annually
thereafter.
ARTICLE VII.
BOARD OF DIHECTORS
(a) The affairs Jnd business Qf the Corpor~tion
shall be conducted by J Board of Directors consisting of no:
less than three members. the exact numbe,. to be estJbl ished in
the Bylavs of the Corporation from time to time by the Board of
Directors.
(b) The Superintendent of the DJde County Public
Schools. or that person's designee appointed annually by the
Superintendent, and one member of the School aoard of Dade
County Florida. appointed annually by the Chairman of the
School Board. will serve as Directors with full voting
privileges for one-year terms, commencing immediately fo.loving
the annual meeting of the Board and terminating at the
conclusion of the next folloving annual meeting.
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5. Ndn Rich IltiJl S.W, '\Ith Court
!o4idml. I'lorltl/l
6. Howard t.. Adl4!r 16211 N.g. 12~h Court
Millml. Floridll
7. Adele Mann 301 41st Street
Miami Beilch. F'lor idil
(el In the event of il vilcancy on the BOilrd of
Directors by reilson of deilth or resignation, the survivinq
members of thp BOilrd of Dir~ctors shilll be iluthorized to till
such vacancy.
(fl Should the Corporation ever b~ without Directors
for any reason or if the surviving Directors iln' unilble to
ilgree on a ~eplacement Director ilS herein provided. ilppliciltinn
shall be m~de to il .judge of the Circuit Court of the county In
which the principal office of ~he Corporation IS then locdted
to appoint such member or members as is needed for a complete
Board of Directors.
ARTICLE VIII.
BYLAWS
The Board of Directors shall adopt Bylaws for the
Corporation. The Bylaws may be amended, altered, or repealed
by the Directors in any manner permitted by the Bylavs vhich is
in accord vith the purposes of the Corporation as set out in
these Articles of Incorporation.
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ARTICLP. IX.
.lJ1!:NDM EN!
These Articles at Incorporation may be ame~d~d by
unanimous cons~nl oC the COt'po:"4tion's then servlll'l Bo.1rd at
Directors in any manner which does nnt contravene the purposes
of the Corporat ion as set out in these Art icles .Jt
Incorporation or vould not adversely afCect its status as an
organization qYaliCying under Section SOllc)I)) ot Internal
Revenue Code of 1954, as amended,
AP.TICLE: X.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The Corporation hereby indemniCies any Director
or oCficer mace a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceedl':'):
Ii) Whether civil, crimin.:Jl. administral. ~, or
inv~stigative, other than one by or in the right of the
Corporation to procure a judgment in its favor, bro~ght to
impose a liability or penalty on such person Cor an act alleged
to have been committed by such person ill his c.:Jpacity of
Director ur officer of the Corporation, or in his cap.:Jcity as
Director, officer, employee or agent of any other corporation,
par~nership, joint venture, trust or other enterprise which he
served at the request of the Corporation, against judgments,
fine~. amounts paid in settlement .:Jnd reasonable expenses,
including attorneys' fees, actually and necessarily incurred as
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" result ot such action, sult or proceedlnq or <lilY appoal
therein, It such person acted In good [alth In the reasonable
bel iet that such act ion was in the best interests of the
Corporation, and in criminal actions or proceedings, without
reasonable ground for belief that such action vas unl~wful.
The termination of any such action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not in itself create a
presumption that any such Director or ofticer dld not ~ct in
good faith in the reasonable ~elief that such action VelS in the
best interests of the Corporation or that he had reasonable
grounds for belief that such action was unlawful.
(ii) B~ or in the right of the Corporation to
procure a judgment in its favor by reason of his being or
having been a Director or off.icer of the Corporation, or by
reason of his being or having been a Director, officer.
employee or agent of ,lny Ot ler corporat ion, partnership, joint
ventur~, trust or other enterprise .hich he s~rved at the
request of the Corporation. against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by
him in connection with the defense or settlement of such
action, or in connection with an appeal therein, if such person
acted in good faith in the reasonable belief that such actinn
was :n the best i~terests of the Corporation. Such person
shall not be entitl~d to indemnification in relation to matters
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. <.;~_;~~,' ~ .:.~~~~1).-~: :":;~:;"'''.-;~,l~~',n~~ ~:~.:~:; '~ :--'~;~~?~'~,:-.:,~~:~,~;?~~~
..'..... I., "'".
as to vhlch such person h4s been adjudq~d to h4v. t.len qul\ty
or negligence or misconduct In the performance of his Juty
to the Corporat ion unless anrt only to thf: extent that the
I
court, administrative agency, or investigative body before
vhich such action, suit or proceeding is held shall d~termine
upon appllcation that, despite the adjudlca:ion of liability
but in viev of all circumstances of the cas,:. sur:h person is
fairly and rea~onably entitled to indemnification for such
expenses vhich 5uch tribunal shall deem proper.
(b) The Soard of Directors shall have the sole
discretion to determine vhether amounts for which a Director or
officer seeks indemnification vere properly incurred and
vhether such Director or officer acted in good faith rtnd in a
manner he reasonably believed to be in the best inl~rests of
the Corporation, and vhether, vith respect to any criminal
action or pro~~eding, he had no reasonable ground for belief
that such action vas unla"'ful. Such determination shall be
made by the Soard of Directors by a majority vote of a quorum
consisting of Directors vho ver~ not parties to such action,
suit or proceeding.
-12-
. .
(c) The toreqolnq rlqhts ot lnd~mni:icatlon shall
not be deem~d to limit In any Yay the pov~r~ ot th~ Corporation
to indemnity und~r applicable lav..
IN WITNESS WHEREOF, th~ und~rsiqned, b~inq th~
original subscribers to the tor~goinq Articles o(
lncorporatio~, have h~reunto set our hands and seals.
0.:Jte
-
~JS,
,CJjt/
I~ -<'~./2a!/
~/~ /frV'
.....~C'.~
DALE WEBB
all nt, ~ /95'-/
.
ft. '__ ~
GINA CRAIG
~,~tl
DR. ES FLEMING
~ <.~~~"<t'i
"'
\
~j- :I~~ C/<!
C&<..?pd ..)..<.; /lfY
,
'"
/l.~).o ,'ll'!
d '
('& ~-
ADELE MANN
'.
)l(.(...~.........--
~'1IrJ~Lf
-..,; .
STAT~ or rLORICA
COllN'TY or OAO~
I HEREBY CERTIFY tha~ on this day
Cina Craig
personally appeared beCore ~e and acknovledged beCore me that
she executed the C~regoing Articles oC Incorporation ot DADE
COUNTY FOUNDATION FOR EXCE[.[.ENCf. IN EDUCATION. II'IC.. freely and
voluntarily for the uses and purposes therein set forth and
expressed.
IN WITNESS WHEREOF. I have hereunto set my hand and
affixed my oCficial s~al on this
20th
day
of August
. : ~8,L
~ ".
XlAL,tXV
Notary ublic,
State oC Florida at Large
(Sea 1)
My Commission ~xpires:
I'\l8UC. STATt rJt nORlDA AT lAAGL
JIOWf C(lIIlIISSKllI MRtS FtB. 1. 190.
~ nutlJ G(Iltll/IlIN1 ullOf]lWlllTtIS.
-14-