273-2000 LTC
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
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L.T.C. No. 271-2000
LETTER TO COMMISSION
December 29, 2000
TO:
Mayor Neisen O. Kasdin and
Members of the City Commission
Jorge M. Gonzalez ~." ~
City Manager 0"- - U
City of Miami Beach Appointments to the Perlorming Arts Center Trust
FROM:
SUBJECT:
Pursuant to the Performing Arts Center Trust's (PACT) Articles of Incorporation, the City of Miami
Beach Commission is entitled to appoint three (3) representatives to the Board of the PACT. Two
(2) ofthe three (3) seats are vacant. The PACT is requesting the Miami Beach City Commission to
reappoint, or appoint representatives to the two (2) seats for a three-year term.
Attached for you perusal is the letter from Mr. Tomlinson and excerpts from the PACT's Articles
of Incorporation which outline the appointment process.
This item will be placed on the January 10,2001 City Commission agenda.
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1444 Biscoyne Boulevard . Suite 303
Miami, Florida 33132
Tel: 305.372.7611 . Fax: 305.372.7659
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December 1, 2000
Jorge Gonzalez, City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Dear Mr.Gonzalez,
RE: City of Miami Beach Appointment to thqi'erforming Arts Center Trust
Pursuant to the Performing Arts Center Trust's Articles of Incorporation, the City of Miami
Beach Commission 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: Helen 1. Kohen and Commissioner Nancy Liebman with one seat vacant. The seat
currently held by Helen Kohen expired on December 31, 1999, although pursuant to our
Articles of Incorporation she will continue to serve until reappointed or replaced. The City
of Miami Beach Commission is, therefore, requested to reappoint, or appoint representatives
to each these two seats for new three-year terms.
In order to make these appointments, the City of Miami Beach Commission must take
formal action reappointing or appointing individuals to fill these seats, subject to ratification
by the Board of the Performing Arts Center Trust.
Ms. Kohen has served the interests of the City of Miami Beach on the PACT Board with
distinction and is a valuable asset to the project. She provides invaluable services on both the
Neighborhood and Communication Com~tees. She also serves as a member of the
District Enhancement Task Force, a subgroup of the Neighborhood Committee. Her
continued service at this most critical time is important to the success of the new Center.
Managed by The Performing Arts Center Trust, Inc.
A Non-Profit Corporation
Parker Thomson, Chairman
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For your information, you will find attached excerpts from the PACT's Articles of
Incorporation that outline the appointment process. We would appreciate your forwarding
to us confirmation of the City's action in this regard at your earliest convenience. As stated
in the attached, if the City of Miami Beach Commission would also like the Performing Arts
Center Trust to submit a slate of three candidates for your consideration, please notify me.
If you have any questions or require further information, please call me or Judy Litt at (305)
372-7611.
om Tomlinson
Executive Director/CEO
Attachment
c. Helen L. Kohen
Parker Thomson, President
James Herron, Chair, Nominating Committee
Robert E. Parcher, City Clerk
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 shall select the Executive Director, who shall serve at the pleasure of
the Board and the County Manager. The Executive Director shall establish
personnel and management policies in accordance with applicable law and such
policies as the Board may adopt. The term "Director" as used herein shall include
Designated Directors unless otherwise indicated, but shall not include the
Executive Director.
4.1. Members of Board of Directors:
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 nor more than thirty-two Directors.
4.2. Aooointment of Directors:
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Subject to the provisions of Section 4.3 the Board of Directors shall be
appointed as follows:
(a) The Board of County Commissioners shall appoint 18 Directors.
1 3 Directors shall be appointed by individual County
Commissioners and 5 Directors shall be appointed by the Board
of County Commissioners At-large. As of January 1, 1999, the
number of members of the Board of Directors appointed by the
Board of County Commissioners At-large shall be reduced from
5 to 3. Thereafter, the vacancies created by the 2 At-large
Directors whose terms expire on December 31, 1998, under
the Articles of Incorporation prior to this Amendment, shall be
filled by the Mayor of Metropolitan Dade County.
(b) The City of Miami Commission shall appoint 3 Directors,
su~ct to ratification by the Board of Directors.
(c) The City of Miami Beach Commission shall appoint 3 Directors,
subject to ratification by the Board of Directors.
(d) The Designated Primary Artistic Organizations named in Section
4.3 shall each appoint 1 Director (hereinafter referred to as a
"Designated Primary Artistic Director"). In case additional
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Designated Primary Artistic Organizations meeting the
requirements of Section 4.3 shall come into existence, up to
two additional such organizations shall be entitled to appoint 1
Designated Primary Artistic Director each.
Ie) The Board of Directors shall select two Dade County based
non-profit performing arts organizations which reflect, in both
their governance and programming, community ethnic cultural
perspectives; one of these should be principally an Hispanic
American artistic organization and one should be principally an
African American artistic organization, which artistic
organizations shall each make a long range commitment to the
Corporation acceptable to the Board of Directors. Each of
these two performing arts organizations shall appoint one
Director.
(f) The Dade County Public School Board shall appoint 1 Director.
4.3. DesiQnated Primary Artistic OrQanizations:
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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 Primary
Artistic Organizations and will constitute the five initial Designated Primary Artistic
Organizations:
Concert Association of Florida, Inc.
Florida Grand Opera, Inc.
Miami City Ballet, Inc.
New World Symphony, Inc.
Florida Philharmonic Orchestra, Inc.
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The requirements for Designated Primary Artistic Organizations include:
Up to seven organizations may become Designated Primary Artistic
Organizations.
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A Designated Primary Artistic Organization shall be any professional
non-profit cultural organization, incorporated or not, which shall have
been in existence more than 1 year, has an annual operating budget
of more than $500,000, and has displayed a long term financial and
usage commitment to the Corporation as determined by the Board.
Designated Primary Artistic Directors shall be those Directors
appointed by a Designated Primary Artistic Organization.
4.4. Qualifications of Directors:
The members of the Board of 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, bec~e 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) To spearhead and.to reinforce all community and public
relations work of the Corporation.
4.5. Professional Advisors to the Board:
The Board shall form an advisory group comprised of the Executive
Directors of the Designated Primary Artistic Organizations specified in Section 4.3,
who shall be invited to attend such Board meetings and Committee meetings as
shall be determined by the Board.
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4.6. Term of Directors:
Each of the 1 3 Directors appointed by individual County Commissioners
shall serve a term which shall end concurrently 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.
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Each of the Directors appointed by the Board of County Commissioners
At-Large shall be appointed for a three year term and shall be permitted to serve
two (but no more than two) full consecutive three-year terms but may be
re-appointed to the Board after ceasing to be a Director for one year.
Each of the 2 Directors appointed by the Mayor of Metropolitan Dade
County shall serve a term 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 2 Directors as his or
her appointments for the new term.
Each of the three Directors appointed by the City of Miami and City of
Miami Beach Commissions shall be appointed for a three year term and shall be
permitted to serve two (but no more than two) full consecutive three-year terms
but may be re-appointed to the Board after ceasing to be a Director for one year.
There shall be one Designated Primary Artistic Director from each of the
Designated Primary Artistic Organizations described in Section 4.3 serving on the
Board of Directors at all times to a maximum of seven. Each Designated Primary
Artistic Director shall serve at the will of the Designated Primary Artistic
Organization which appointed him/her, and shall serve until he/she resigns or is
removed.
Each of the Directors appointed by the Designated African American and
Hispanic American Artistic Organizations may serve renewable terms of three
years, subject to the provisions of Section 4.7.
The Director appointed by the Dade County Public School Board shall serve
at the will of the School Board, and shall serve until he/she resigns or is removed.
Upon the expiration of a Director's term, that Director shall remain as a
member of the Board of Directors until such time as he or she is replaced or is
re-appointed by the appropriate appointing authority.
4.7. Fillina of Vacancies:
For those Directors appointed by individual Commissioners, if a vacancy
occurs prior to the expiration of the County Commissioner's term, the County
Commissioner who appointed that Director shall appoint a new member to fill the
vacancy. For those Directors appointed by the Mayor of Metropolitan Dade
County, if a vacancy occurs prior to the expiration of the Mayor's term, the Mayor
shall appoint a new member to fill the vacancy.
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In filling any vacancy to be filled by the Board of County Commissioners
At-Large, the replacement Director shall be selected by the County Commission
from a slate of three candidates to be submitted by the Performing Arts Center
Trust. In the event that none of the three candidates suggested meets approval,
the Performing Arts Center Trust shall submit a substitute slate for consideration.
This process shall continue until a suitable replacement has been found to fill the
vacancy. Appointments by the Board of County Commissioners At-Large shall
follow the procedures of Section 6.6. Each person selected to fill a vacancy
created by resignation or removal shall hold office for the unexpired term of his/her
predecessor in office.
The City of Miami or City of Miami Beach Commissions shall appoint a
person to fill any vacancy of either of their respective Director positions, subject to
ratification by the Board of Directors. Each person selected to fill a vacancy
created by resignation or removal shall hold office for the unexpired term of his/her
predecessor in office.
Upon the occurrence of any vacancies of a Designated Primary Artistic
Director, the corresponding Designated Primary Artistic Organization shall
designate a replacement to fill such vacancy. W
At the conclusion of each three year term or upon the occurrence of any
vacancies of a Director appointed by the designated African American or Hispanic
American Artistic Organization, the Nominating Committee of the Performing Arts
Center Trust shall meet to review the status of the respective designated artistic
organization. With the approval of the Board of Directors, the Nominating
Committee may: 1) request a new appointment from the designated artistic
organization to fill the vacancy; or 2) may select a new designated artistic
organization through a public nominations process. In the event of a vacancy
which occurs prior to the expiration of a Director's term, the person selected to fill
such vacancy shall hold office for a new three year term.
The Dade County Public School Board shall appoint a person to fill any
vacancy for their Director position.
At the request of any appointing authori$, and/or to facilitate the
appointment process, the Performing Arts Center Trust may submit a slate of three
candidates to an appointing authority for his/her consideration in filling any
vacancies, pursuant to the process outlined in Section 6.6.
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4.8. Resiqnations:
Any Director may resign from his/her office at any time by delivering his/her
resignation in writing to the Corporation, and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make such
resignation effective.
4.9. Removal of Directors:
Any Director may be removed for cause as determined 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.
ARTICLE V
MEETINGS OF BOARD OF DIRECTORS
5.1. Meetinas of Board of Directors:
Every meeting of persons who are Directors of the Corporation at which
there is a quorum shall be a meeting of the Board of Directors, and except as
otherwise provided in these Articles of Incorporation, any action taken at such
meeting shall be the action of the Board of Directors in so far as such action is
authorized by law.
5.2. Minutes:
Action taken at meetings of the Board of Directors shall be recorded in
minutes. Such minutes need not distinguish between the different types of
meetings in which action is taken.
5.3. Annual Meetinq:
The Annual Meeting for the election of officers and for the transaction of
such other business as may properly come before the Directors shall be held on
such day in the month of Mayor June in each year at such time and place as the
Board of Directors shall determine and specify in the notice of meeting.
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