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HomeMy WebLinkAboutGold Coast Theater .... "0 P tJ(JG - ;;l t, 3 ?> J> ~ e MIAMIBEACH City of Miami Beach Cultural Affairs Program and Cultural Arts Council Fiscal Year 2006/07 Cultural Affairs Grant Agreement This Grant Agreement is entered into this '1 May of -SQ#J';Yf i#y ,2006, between the City of Miami Beach, Florida (the City), and (Grantee). / Article II Grant Description 1. Grantee: Grant Contact: Address: City, State, Zip: Phone, fax, e-mail: Grant amount: Gold Coast Theater Jude Parry P.O. Box 402964 Miami Beach FL 33140 (305) 538-5500. (305) 538-6315, judeparry@aol.com $15,325 5()D16 paid upon execution of this Agreement. Remaining 50% paid upon completion of Project and submission and approval of Final Report. See Exhibit 1, attached hereto See Exhibits 2-A Project Budget and 2-B Grant Budget, attached hereto Octoi:>er27,2006 September 30, 2007 2. Attest: 3. 4. 5. 6. 7. 8. "."......, STATE OF FLORIDA, COUNTY OF MIAMI- DADE as Robert Parcher, City Clerk Grantee's Co rate Seal Here APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION corporatio produced identification. FederallD #: _65- 0131717 ~. BY: Jude Parry Printed Name of 0 of Notary -.Name: ~;I'- 30cA Notary Public, Sta(, of Florida GRANTEE: My Commission Expires: 3/;)2 ~o f , Signature Representative ~i~ ICIVIN,J. llACH I' ... ... , Notary PublIc, SIatI of FIoItda Commlalonl DO 531883 Myoomm. expIreeMWI22,2010 .~ I""""" 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 City's Cultural Affairs Program Manager or his Designee. 2. Proiect DescriDtion: 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-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 Grant Award Budget in Exhibit 2-B shall not be permitted without the prior written consent of the 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. ReDOrts: 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, 2007, must submit their final reports no later than November 15, 2007. 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, and execution of this Agreement by the parties hereto. 5. Prooram Monitorino 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 Bondina: 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. Accounting 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 order1y 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 reJated to this Grant. ".-.... 8. Publicity and Credits: The Grantee must include the City of Miami Beach logo and the 2of9 .1""'" 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 defautted 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 Iirnitations 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. Assionment: The Grantee is not permitted to assign this Grant, and any purported assignment I""'" will be void, and shall be treated as an event of default pursuant to Article 11-12. 11. Comoliance 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. DefaultlTermination 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 terminate this Agreernent and 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 termination, the Grantee shall be required to immediately repay to the City all portions of the Grant which have been received by the Grantee, as of the date that the written demand is received. In the event that this Grant is terminated and the Grantee is requested to repay all or a portion of the Grant funds because of a breach of this Agreement, the following terms will apply: a. For First-time violations - Grantee shall be required to submit a final report with documentation of expenditure of all grant awards already received (first half) prior to the termination date. If such report Is not approved by the Cuttural Affairs Program Manager or his Designee, at his sole discretion, Grantee shall be required to immediately return all grant funds received in full to the City of Miami Beach. Grantee will not receive remainder of this Grant award. I""'" Additionally, Grantee will be ineligible to apply and/or receive a grant in the subsequent City fiscal year. However, Grantee will be allowed to apply for future fiscal year's grants programs. 3of9 ,-..., b. For more than First-time violations - Any future compliance infractions by Grantee will be considered by the City, through its Cuttural Affairs Program Manager or his Designee, on a case-by- case basis. As part of his consideration, the Cultural Affairs Program Manager or his Designee shall obtain the recommendation of the Cultural Arts Council, but the final decision as to whether Grantee may be allowed to apply for future grants shall remain within the sole discretion of the City. 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 Cuttural 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 upon demand 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. Indulaence 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: Gary Farmer, Interim Cultural Affairs Program Manager, City of Miami Beach Dept. of Tourism and Cuttural Development, 1700 Convention Center Drive, Miami Beach, Florida 33139-1819. /""'""-. 15. Caotions 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: The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 4of9 ,,-... 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. 19. GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed in accordance with, the laws ofthe State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, Grantor AND Grantee EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. ,,-.... -The remainder of this page is left intentionally blank- ,..-. 50f9 exhibit 1 J Revised Project Description ,.,........ Organization: Gold Coast Theater 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. Use extra page if necessary. Proiect descriDtion as aooroved bY Grants Panel: Gold Coast Theatre Company, Miami Beach's only resident theatre, will present a major ticketed event for residents and visitors, as well as performances and classes at several other locations that support the marketing and outreach of this main event. The company will present a fifth year of its highly successful traditional British "Panto" show at the Jackie Gleason Theatre of the Performing Arts December 30 and 31, 2006. To generate interest and to educate the public about a "Pan to", the company will also present an educational outreach performance entitled The Peter Panto SholV for one week in November 2006 at the Byron Carlyle Theatre. Gold Coast Theatre Company's Miami Beach- created production will then tour other prominent Florida locations, and, during the summer, will feature in the Company's International Cultural Exchange program, when the organization will participate in the North Liverpool Arts Festival Proiect descriotion as revised (if aoolicable) based uoon the City Commission aooroved award: .r- Changes to projects awarded under the Artistic Disciplines program must still adhere to the requirement that the work is new or has never before been presented in Miami Beach. The company will present its traditional British "Panto" show Cinderella at the Jackie Gleason Theatre December 31, 2006 only. (Not 30th and 31 st) To generate interest and to educate the public about a "Panto: show, the company will also present an educational outreach performance entitled The Peter Panto Show for one or more performances at the Miami Beach Botanical Garden.s. (Not one week at the Byron Carlyle Theatre) All else remains the same, including the International Cultural Exchange Program, performances at other locations and classes. ,.,-... 6of9 ",-.... Exhibit 2-A: Project Budget I Revised Total Project Budget Name of organization: Gold Coast Theater Date(s) of Project: October 1-. 2OQ6- September 30th. 2007 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 CASH IN-KIND Personnel - artistic 13.250 4,000 Personnel - technical 1.000 500 Personnel - administration 15,500 4,000 Outside artistic fees/services 25.600 1,000 Outside other fees/services 9.270 1,000 Marketing/Publicity 9.000 2,500 Space rental 3.000 2,000 Travel 3.000 2,800 utilities 2.400 600 ~ Equipment rental 1.350 1,000 Office supplies 1.000 500 Insurance/Security 2.850 0 Other Costs: <Itemize below) Printing 2.250 200 Postaae 1.500 0 Supplies! Merchandise ~ 2,300 Hospitalitv 1.215 200 Total cash expenses 98.185 Total in-kind expenses 22.600 Total project expenses 120.785 CASH & IN-KIND I"""'"'" REVENUES Admissions Contracted services Tuitions Corporate support Foundation support Individual support Govemment grants Federal State Other Contributions City of Miami Beach Grant Award CASH IN-KIND 20.000 0 4.100 4,500 1.400 0 8.500 12,000 4.500 0 6.700 6,100 29,913 0 7.747 0 <Itemize below) 15,325 Total cash revenues 98.185 Total in-kind revenues 22.600 Total project revenues 120.785 CASH & IN-KIND 70f9 Exhibit 2-B: Project Budget I Revised Grant Award Budget ,."...... Name of organization: Gold Coast Theater Date(s) of Project: October 1st, 2006- September 30'\ 2007 Grant Award: $15,325 Directions: Identify and itemize cash expenses to be paid from Grant award funds. Grant awards may only be spent within budget categories declared below. 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 Grant Expenses Personnel - artistic MOO Equipment Rental Q Personnel - technical 3.000 Space rental (Performance Related Only) 1.500 Outside artistic fees 4.000 Insurance (Performance Related Only) Q Marketing/Publicity 3.000 Total Other Costs (itemize Below) Printing 825 Description Amount Postage Q ,.,-... In County Travel Q TOTAL (must equal grant award): 15.325 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. II Allowable Grant Expenditures as Relates to Grant Project: · Artistic and technical fees directly related to the proposed program or event · Production costs related to the proposed program, project or event . Honoraria . Equipment rental and expendable materials . Marketing . Publicity · Local travel and transportation costs related to proposed program, project or event. Local travel is defined as travel within the Miami Dade County area . · Equipment rental and personnel necessary to provide program accessibility as mandated by the ,.,-... Americans with Disabilities Act (ADA) and Section 504 of the Rehabilitation Act of 1973 80f9 ,~ ~ ~ Grant Use Restrictions (grant funds may not be used towards): . Remuneration of City of Miami Beach employees for any services rendered as part of a project receiving a grant from Cultural Affairs grants proQrams . Administrative salaries or fees . "Bricks and mortar" or permanent equipment; unless the purchase price is less than the cost of rental. . City of Miami Beach services (permit fees, off duty police, electricians, insurance, etc.) . Debt reduction . Indirect or general operating costs related to the operation of the organization (Cultural Anchors excluded from this restriction) . Travel or transportation outside the local Miami Dade County area . SociallFundraising events, beauty pageants or sporting events . Hospitality costs including decorations or affiliate personnel with the exception of artists . Cash prizes . Lobbying or propaganda materials . Charitable contributions . Events not open to the public; unless the event serves to specifically benefit City of Miami Beach government Required supporting materials for final reports submitted within 45 days upon completion of grant project: . Copies of all receipts, invoices and expenditures of grant monies. CATEGORIZE ALL RECEIPTS, INVOICES AND CANCELLED CHECKS (front and back copies), ETC. ACCORDING TO THE GRANT BUDGET (i.e. - all artisw payments, separate from advertising payments) . Proof of logo and credit line in project publications and advertisements . Proof of performance(s), such as programs, brochures and flyers. 9of9 .::~ .O!i.~ . ",' -,",,:. ~ ...,- , cat] .~ h ~'I ~ ~ a ~ B R ~. ~ R ~ QB~ B R ~ ~ ri R R ~ ~- B ~ B. ~ ~ a B ,:w. . ~e '1 .~ _. . I;~~ . . ~. WE~. :JJim j;nritq n CR2E022 (6-88) . $urda9! af $/ate :>~tJ~~~~s.O~~OIlQ1{Jl2~l'lP.Jt't.."'n"',,".___.. j, att ~<ko(.!IOr ' . t. ...;.f-""~:-. "';:;.-:.Jt:1. Iba. ,"!,""~"":'.;.~...~:. ..",~ .:::. . . "'-j.~!."'\ - .. - __w_ IJrpartmrnt Df &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 I the records of this office. The document number of this corporation is N33407. . d9lbm unber mp banb aRb tbe ctPrtat ~( of tlJe ~tatt of .floriba, at tlLallaf)assn, tbe ~ital, tbis tbr 26th bap of July, 1989. a:::: 1]0 ~ ~ ~ ~ ~ ~ 'dC. ~ ~ ~. ~I n ~ ~ ~ ~ ~ ~ ~ ~ ~9f ~ ~ B B 3~ ~ ~~ ~ B ~ B ~~t: "n :J~t n ~ X ~ !!Ii 13' FLORIDA DEPARTMENT. OF STATE Sandra B. Mortham Secretary of State ...~ -{ .'~ n \. "\ ~ . . .,'. f", ~ ,~ ,.~ i" .-:1 -::.. : . '~r":": ~ -', ~,;... ..~.\..~I " 1,':-: ~-:: ~ :.:. ..-., 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 :--, l"-fL~D ARTICLES OF INCORPORATION ~_ o f i...{;~l ..flit 24 p;. GOLD COAST MIME COMPANY S:'.';:::. 'if I: 40 (a corporation not for profitl>l'L"-;'--.i........i,.- _.... N '''h.. I'(:/"'(:~._":'~' ;;/p T- o. ....... 4 '\......)_:- __I 1.t '--.., I-L.ORIDA ---. 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 I- 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 tbose art forms; to be achieved through te~chlng and performing; tbrougb expogure to, and involvement ~itb, tbe. community to promote the reputation of the art; and through attracting high-quality talent to tbe field. --- ,. ARTICLE 111- Terms of Existence Tbis corporation shall have perpetual existence and shall be the successor organization t~ the GOLD COAST HIME COMPANY, an unincorporated associatIon started in Florida. ARTICLE IV- Membership The membership of this corporation sball consist of the undersigned subscribers and the present members.of the GOLD COAST .MIME COMPANY mentioned above, and of other persons who are in sympathy wi.th 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 privileg.e 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. '-... ARTICLE V- Board of Trustees and Officers The policy-making body of this corporation shall be a Board of Trustees composed of at least three (3) members elected by the membership .at annual ilectlons. This Board shall consist of a PreSident, Vice-President, .and Secretary, and other officers as set forth in the bylaws. Procedures for the nomination, election, and remo.val of all Board members, as well as the duties of each Board member shall be defined in the b y l~ w s . 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: (1) determine goals and objectives; (2) develop financial policy and procedures ;(3) approve the annual operating budget; (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 ttustees; (8) serve on at least one committee; and (9) elect Officers. Limitations (1) 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 Hs. Parry relln~uishes the Position as artistic director. It is the intent of these byla.ws 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 meeting. bylaws shall be adopted by a two-thirds (213) vote of the membership present. The names and addresses of the officers who ~re to manage the affairs of this corporation until the first election under this Charter are as follows:- President- Warren J. Werner. 345. {Jest 37th Street. Miami Beach, FL 33140 Vlce-Presldent_ Judith C. Werner, 345 W 37th Street, Miami Beach, FL 33140 Secretary_ Susan E. Dibeler. 345 W 37th Street _ Cottage Miami 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 th~ 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 notice and with a copy of the proposed amendment having been mailed to the membership. ARTICLE lX- Bylaws The bylaws of this corporation shall further define the procedures for this corporation. These bylaws may he 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: DIeck, 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 ass~ts remaining after payment of all costs and expenses of such dissolution and all outstanding Obliga-tions 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 Government 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 locgted at 345 Uest 37th Street, Miami Beach, Florida, or elsewhcr~ in Dade County. .-,. IN WITNESS THEREOF, the undersigned incorporators have hereunto subscribed their hands and seals at ,Dade Co unty Florida, this ~ ..-.., day of ~\.J ly 1989. Signature _ FL ;v 1,(,-1;M.( .l.,1J\/D...e-- WARREN J. WERNER 345 West 37th Street, Miami Beach, j~'^Vv, JUDITH C. WERNER 345 lie.. 37th Street, M!aml Beach, h(-r.:<:4 ('"'{D:-{/~ SUSAN E. DIBELER 345 lIest 37th S treer. M!ad Beach. FL '11.ta.- c, c; 1!:i/.f! ( Name Address STATE OF FLORIDA On this day, personally appeared before me, the underslencd au~hority, WARREN J. WERNER, JUDITH C.WERNER,and SUSAN E. DIBELER, known to me as individuals described in and who executed the for~golng 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. WITNESS my hand and the official seal at in the said County and State, this ~ 1989. .!V\l 1"\ ~ I th L~~ day 0 f ::S-'-.\lo- ' ---. Notary Public A_ ~~ I!I!IUJ If All 01 FLlllUO.. a- - IfJI 011 .IAIiI lII.lWi Dr~ _:. lIS II1II. IIDII:ED - --.... . r '............&---~-- ~ 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 48.091 and Section 607.034, Florida Statutes, the following is submitted in compliance with said requirements: ...:::, . ..-\ .,,", {~ ~ "i'P ~ ~.?-.~ Flrst:- That GOLD COAST MIME COMPANY, desirin~ to orealll~f!""~..:. ~ under th~ L'l',",S (If 'thlJ.St<l,t{l uf FlllClrl.'l '",Itlt ltA ("1~~r.l'Itl~C'~(T:f.;'!.~. ~ office, >t$ lndlcAtl!.l III tll~ .\ctl(~lp.~ 1)1: Ill'~I)Cporatloll ;-\t '0>:.... ;;:- the CIty of iilallll. B'~;l.Cll, COIl/lty of D:i,le, State or ;:'lor1da, 't".?":';. ~ hAS A ill:lt lfl\~ nll<lr.p.~,; ')[ :- GOLD COAST HUH'; COHPANY ~..-('\.;..:. ~ 345. \JEST 37 th STREET ~::~ --::. MIAMI BEACH, ~~. ~ FL 33140 7 -n -- .- rn o Second:- That said organization has named Judith C Uerner, located at 345 WEST 37th STREET, City of MIAMI BEACH, County of DADE, State of FLORIDA, as its agent to .accept process within this state. ~ ACKNOWLEDGMENT; Baving been named to accept service of process for the above stated corporation, at place designated in this certificate, .1 hereby accept to act in this capacity, and agree to comply with the prOVision of said requirements relative to keeping open s~ld office. L~~ ..-....