Loading...
6C - Public hearing and consideration of motion to approve a slate of nominees to be forwarded to thCITY OF BOULDER PARKS AND RECREATION ADVISORY BOARD AGENDA ITEM r^~°, ..., MEETING DATE: July 24, 2000 (Agenda Item Preparation Date: June 29, 2000) AGENDA TITLE: Public hearing and consideration of a motion to approve a slate of I nominees to be forwarded to the Boulder Pazks and Recreation Foundation ~ REQUESTED BY: Chris Dropinski, Director, Puks and Recreation Sazah DeSouza, Assistant to the Director 1 FISCAL IMPACT: None PURPOSE: To obtain Pazks and Recreation Advisory Boazd's approval to forwazd a slate of nominees for consideration by the Boulder Parks and Recreation Foundation. BACKGROUND: C'" ~,,~, At its December 6, 1999 meeting, the Boulder Pazks and Recreation Foundation's Board of Directors approved changes to the Foundatiods Articles of Incorporation and Bylaws (Attachtnent AJ. Included in the changes is a call for a minimum of five voting members on the Foundation Board. Currently there aze only four members: Meyer, Dooley, Wining and Manlove. Minutes from the December 6, 1999 meedng aze attached to this item (Attachment B). Also included is a call for only two members of the Pazks and Recreation Advisory Boazd to remain on the Foundation Boazd. ANALYSIS: The Parks and Recreation Advisory Board needs to present nominations for voting members to the Foundation Board. According to the Restated and Amended Articles of Incorporation and Bylaws, the voting Boazd positions shall be filled, ex-officio, by members of the Parks and Recreation Advisory Boazd. Currently, there are four ex-officio members, Meyer, Dooley, Wining and Manlove. Any current Pazks and Recreation Foundation Boazd member remaining on the Board would need to officially resign from the Boazd at an appropriate time. Additionally, the remaining voting members of the Foundation Boazd (two at minimum) will need to be appointed by the Boulder Pazks and Recreation Foundation on the basis of nominations made by the Boulder Puks and Recreation Advisory Board. ~ ~ AGENDA ITEM # Paee Staff has prepared short biographical sketches of potential Foundation Boazd nominees for review by the Pazks and Recreation Advisory Boazd (Attachment C). These nominees were proposed by Staff based on the individual's interest in projects that have been adopted by the ~ Foundation. These projec[s include the Duck Race, the Pro-I.eisure Golf Toumament, the Fairy Tale Trail and the Boulder Skatepazk. STAFF RECOMMENDATION: Staff recommends that the Pazks and Recreation Advisory Boazd approve [he slate of nominees and forwazd these names to ihe Boulder Pazks and Recreation Foundation for their consideration for Foundation Boazd membership. ATTACHMENTS: A. Restated and Amended Articles of Incorporation and Bylaws B. Boulder Pazks and Recreation Foundation Boazd Meeting Minutes (December 6, 1999) C. Boulder Pazks and Recreation Foundation Nominees ~'~R ~ AGENDA ITEM # Paee 2 "~ Attachment A ~ February 22, 2000 ~ RESTATED AND AMENDED BYLAWS OF THE BOULDER PARKS AND RECREATION FOUNDATION, INC. The Following aze the Restated and Amended Bylaws of the Boulder Parks and Recreation Foundation, Inc. (the "Corporation"). The Corporation's original Bylaws were filed with the Secretary of State on September 17, 1976. These Restated and Amended Bylaws have been duly adopted as required by law, and supersede the Corporation's original Bylaws and all amendments thereto. These Restated and Amended Bylaws received the vote of two-thirds of the Directors of the Corporation, at a meeting of the Boazd of Directors of the Corporation held on December 6, 1999. Article I - General All provisions of the Articles of Incorporation shall govern the Boulder Parks and Recreation Foundation, Inc. Article II - Directors 2.1 The management of the Corporation shall be vested in a Board of Directors (the `Boazd"). The Boazd shall consist of a minimum of five (5) voting members. 2.2 Two of the voting Boazd positions shall be ex-officio, filled by members of the Boulder Parks and Recreation Advisory Boazd, who shall serve a one (1) yeaz term. 23 The remaining voting members shall be Pazks and Recreation supporters, not limited to residents of the City of Boulder, and shall be appointed to revolving three (3) yeaz terms by a two- thirds vote of the Boazd present and voting at the Annual Meeting. A Director shall be limited to three (3) consecutive terms on the Board. A Director may be considered for reelection ro the Boazd after one full yeaz off the Board. Directors shall be appointed by the Boulder Pazks and Recreation Foundation Boazd from persons nominated by the Boulder Pazks and Recreation Advisory Boazd. Fy H1PRAB~Foundazion~BYi2 WPD WPD February 22, 2000 """"S ~ 2.4 All vacancies on the Boazd of Directors shall be filled by a[wo-thirds vo[e of the Directors voting at any regulazly scheduled or specially called meeting, from persons nominated by the Boulder Pazks and Recreation Advisory Board. 2.5 In addition, the Parks and Recreation Director shall serve as an ex-of5cio, non-voting member of the Board. Article III - Meetings 3.1 The Corporation shall hold an annual meeting in Mazch and quarterly meetings at such time and place as set by the Boazd of Directors. 3.2 Special meetings may be called at any time by a majority of the Boazd or the President. Written notice, stating the time and place of any special meeting and its purpose, unless such notice is waived, shall be given each member of the Board at least two days before such meeting. 3.3 A majority of the Boazd constitutes a quorum. 3.4 The budget shall be approved by a two-thirds vote of all Board members in attendance at a quarterly meeting. ~ ,,,, Article IV - Officers and Duties 4.1 The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer to be elected from the Boazd of Directors at the Annual Meeting, to hold office for a one yeaz term, with a limit of three consewtive terms in the same office. An officer may again be considered for election to that same office provided one full yeaz has elapsed since last service in that same office. 4.2 Officers may be removed from office and Boazd members may be removed from the Boazd for cause by two-thirds of the Boazd present at any meeting, provided that the person proposed to be removed has received at least ten days advance notice thereof. 4.3 The duties of the Presiden[ shall include presiding at meetings of the Corporation; serving as an ex-officio member of the Boazd committees; supervising Corporation ac[ivities; and such other duties pertaining to this office as may be required by these Bylaws or assigned by [he Boazd. HdPRAH~Faundalion~BYt2_WPD.WPD L ^~ ~ ^° February 22, 2000 ~,~ 4.4 The duties of the Vice-President shall include performing duties of the President in his or her absence, and assisting the President in advising the full Boazd about Corporation and Exewtive Committee actions and activities between Board meetings. 4.5 The duties of the Secretary shall include maintaining a complete and accurate record of ineetings of the Executive Committee and the Board of Directors; maintaining records of the Corporation to be filed with governmental agencies; giving notice of all meetings; and assisting the Treasurer in preparing and filing required financial reports. 4.6 The duties of the Treasurer shall include collecting, holding and disbursing such monies as authorized by [he Boazd of Directors; maintaining the financial records of the Corporation; chairing the Finance Committee; preparing and communicating regulaz financial reports to the full Boazd; and preparing and filing required financial repoRS with government agencies. Article V - Powers 5.1 In addition to the powers noted in the Articles of Incorporation, the Boazd of Directors may appoint staff to serve the Corporation. 5.2 These Bylaws may be amended at any meeting of the Boazd of Directors by a two- (~ thirds vote of the entire Boazd. A written notice of the proposed amendment shall be mailed to all ``y members of the Boazd at least fourteen (14) days prior [o such a meeting. 53 The Corporation shall not enter into any contractual obligation without the prior approval of a majority of the Boazd members present and voting at any meeting. 5.4 An appropriation of money outside of the normal budget process shall require a two- thirds vote of all Board members in attendance. 5.5 An appropriation of money in excess of five thousand dollazs ($5,000) outside of the normal budget process shall also require the approval of the Pazks and Recreation Advisory Boazd. 5.6 Any disbursement of money for a single purpose in excess of one thousand dollazs ($1,000) shall require a two-thirds vote of all Boazd members in attendance. '"'~ HiPRAHWunda~ion~BY12_WPD.WPD wr February 22, 2000 ~ Article VI - Committees 6.1 The Boazd of Directors may designate, by Resolution, committees, which shall have the powers and duties set forth in the Resolution. Members of such committees shall be appointed as set forth in the Resolution. 6.2 Committee membership need not be limited to members of the Boazd of Directors, unless specifically noted in the Resolution establishing the committee(s). Articie VII - Fiscal Year The fiscal yeaz of the Corporation shall be determined by the Board of Directors. BOULDER PARKS AND RECREATION FOUNDATION, INC. By: An ~ H:~PRAB~Founda~ion~BY 12_W PD. W PD 4 ~A+ v... RESTATED AND AMENDED ARTICLES OF INCORPORATION OF THE BOULDER PARKS AND RECREATION FOUNDATION, INC. Article I - Name The name of the Corporation shall be "The Boulder Pazks and Recreation Foundation, Inc." Article II - Period of Duration The duration of the Corporation shall be perpetual, commencing upon filing of its articles with the Secretary of the State of Colorado. It shall wntinue without limitation tnereafter until it is dissolved by appropriate corporate action. In the event of dissolution, the assets aze to be used to satisfy all of the liabilities of the corporation and the balance, if any, is to be distributed outright to the permanent pazks and recreation fund, or to any successor institution with the same or similar recreational, educational, and civic purposes. Article III - Purpose The purpose of the Corporation shall be the advancemen[ of the programs of the City of Boulder Parks and Recreation Department, including all branches thereof, or any successor institution with the same or similar recreational, educational, and civic purposes. The foregoing purposes and activities will be interpreted as an example only and not as a limitation, and nothing herein shall be deemed as prohibiting the Corporation from extending its activities to any related or otherwise permissible lawful business purposes which maybecome necessary, profitable or desirable for the furtherance of the corporate purpose expressed above; provided, however, that all such activities must fall within the scope of the exemption from federal income tax provided by Section 501(c)(3) of the Intemal Revenue Code. Article IV - Powers The Corporation shall have all powers necessary and convenient to fulfilling its purpose, including: H: \ PRAB \ FounJanon \ X-CLEANA. W PD ~ ~ 4.1 Collection and solicitation of gifts, bequests, grants and devises of property of any kind, whether real or personal and wherever situation, for the use and benefit of said City of Boulder pazks and recreation programs. 4.2 Holding, managing, operating, selling, exchanging, investing, and generally dealing with property which may come into its possession for the use and benefit of said City of Boulder pazks and recreation programs. 4.3 Applying, expending, and using any or all of its assets, no matter how received, principal and income or either, to the use and benefit of the City of Boulder pazks and recreation programs, with or witk~out restriction. 4.4 Qualifying for tax-exempt status under Federal and other applicable law. 4.5 Any and all powers confecred by Colorado ]aw, as now existing or as later amended, upon nonprofit corporations. Articte V - Non-Profit The Corporation shall be a non-profit corporation, without shares of stock and does not ~ contemplate pecuniary gain or profit. .,,,,~ Article VI - Registered Office and Agent The registered office of the Corporation (Principal Office) shall be at 3198 N. Broadway, Boulder, Boulder County, Colorado, 80304. Its registered agent at that address shall be the then Pazks and Recreation Director of the City of Boulder, Colorado. At the present time the name of the employee serving in such capacity is Chtis Dropinski. Article VII - Bylaws Except as herein above or 6ereinafter provided, and consistent with law provisions for the regulation of the internal affairs of the Corporation shall be set forth in Bylaws adopted by the Board of Directors. Approval or amendment of the Bylaws shall require a two-thirds vote of the entire Boazd. H.\PRAB\Foutulanon\X-CLEANA.WPU G /~.. Article VIII - Membership The Corporation shall have no membership. Article IX - Stock, Reimbursement and Compensation The Corporation shall not have or issue shares of stock and shall declaze no dividends, nor shall its directors or officers receive or participate in any gain or profit from its operation, except that reimbursement of expenses may be paid to Directors and fair and reasonable compensation may be paid to any officer or employee for services rendered if such officer or employee is not a Director. No Director shall receive compensation if he or she is an officer or is an employee of the Corporation. Article X - Directors 10.1 The property, affairs, and business of the Corporation shall be managed and conducted by a Boazd of Directors. The Boazd of Directors shall have and exercise all the powers of the Corporation and shall make all Bylaws, rules and regulations for the governing of the Corporation, the management of its affairs and the election of its officers. .. 10.2 The number of Directors shall be fixed and may be changed as provided in the Bylaws of the Corporation, but no decrease in the number shall have the effect of shortening the term of any incumbent Directors. 103 The Directors of the Corporation shall be appointed by the Boulder Parks and Recreation Foundation Boazd from persons nominated by the City of Boulder Pazks and Recreation Advisory Boazd in the manner provided in the Corporation's Bylaws. Article XI - Limitation of Liability and Indemnification 1 l.l A Director of the Corporation shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, except as to liability (a) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (b) for any transaction from which the Director derived an improper personal benefit. ll.2 The Corporation shall indemnify -any persons and their estates and personal representatives against all liability and expense incurred by reason of their being or having been a Director, officer, employee or agent of the Corporation to the extent and in the manner provided in any Bylaws, resolution of the Directors, contract or otherwise, so ]ong as such provision is legally ~^ H:\PRAB\Foundanon\X-CLEP.NA.WPU 3 ~~ ~ permissible. Article XII - Amendment and Budget The Articles of Incorporation may be amended at any meeting of the Boazd of Directors by a two-thirds vote of the entire Boazd. A written notice of the proposed amendment shall be mailed to all members of the Board at least fourteen (14) days prior to such meeting. Budget approval or amendment shall also require a two-thirds vote of the entire Boazd. IN WITNESS WHEREOF, the Incorporator has caused these Articles to be executed this day of , 2000. By Director of Parks & Recreation for The City of Boulder STATE OF COLORADO ) ) ss. COUNTY OF BOULDER ) The above and foregoing Restated and Amended Articles of Incorporation were acknowledged beFore me this day of 2000, by . Witness my hand and official seal. My commission expires Notary Public Notary Seal H: \ PRAB \ FounJanon \ X-CLFANA. W PD 4 /~# ..r* /~ ~ Attachment B December 6, 1999 Foundation Meeting 'm" Library Conference Room ~~ Board Present: Jim Peterson; vice-president, Jen Overbeck, Charles Manlove, Gwen Dooley, Julia Lavely, Dave Wining, Will Meyer Staff and Others Present: Chris Dropinski, Sazah DeSouza, Andy Fernandez, Diana Smith Meeting called to order at 7:15 p.m. I. ORGANIZATIONAL STRUCTURE Lavely made a motion to accept the re-stated by-laws and articles of incorporation as per the following amendments: 2.1 The management of the Corporation shall be vested in a Boazd of Directors (the Boarcn. The Boazd of Directors shall consist of a minimum of five (5) voting members. 2.2 Two of the voting Boazd positions shall be ex-officio, filled by members of the Boulder Pazks and Recreation Advisory Boazd, who shall serve a one (1) year term. 3.4 The budge[ shall be approved by a two-thirds vote of all Boazd members in attendance at a quarterly meeting. 5.4 An appropriation of money outside of the normal budget process shall require a two- thirds vote of all Boazd members in attendance. ~ 5.6 Any disbursement of money for a single purpose in excess of one thousand dollars " ($1,000) shall require a two-thirds vote of all Boazd members in attendance. Motion was seconded by Overbeck and approved unanimously. Nominating Committee to consist oF : Overbeck and Dooley Staff will forwazd names of potential Board candidates to the nominating committee. Transition Committee to consist of: Peterson and Lavely 2. FINANCTAL AUDIT Meyer agreed to work wit6 the Transition Team to recommend options regazding the role of the Boazd Treasurer. 3. PROGRAMS Motion was made to adopt the following Pazks and Recreation projects: 1. The Great Rubber Duck Race 2. Pro Leisure Golf Toumament 3. Fairy Tale Trail 4. New Boulder Skate Pazk "~4 Motion was seconded and approved by a vote of six to one (Meyer objected) ~" Overbeck made a motion to adjourn, seconded by Lavely and approved unanimously. Meeting adjourned at 8:40 p.m. ~. ~ ~ .... Attachment C Boulder Pazks and Recreation Foundation Nominees (Bios will be provided under sepazate cover) Alma Alber Richazd Alber Dennis Berry Angela Briggs Ross Churchill Duane Deyoe Ron Donahue Michael Feeney Anne Marie Jensen Shari Leopazd Richazd Polk Sue Stone Laura Talley Laurie Taylor Susan Thorning