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1980-67 Appointing a Designee to Represent the Village on John D. MacArthur Park Conservation Board fo Directorsr~- RESOLUTION N0. 67-80 A RESOLUTION OF THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA, APPOINTING A DESIGNEE TO REPRESENT THE VILLAGE OF NORTH PALM BEACH ON THE JOHN D. MAC ARTHUR PARK CONSERVATION CORPORATION BOARD OF DIRECTORS. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. WILLIAM H. BROidN be, and he is hereby, appointed as designee to represent the Village of North Palm Beach on the John D. MacArthur Conservation Corporation Board of Directors. Section 2. The duties and responsibilities of the designee shall be as set forth in the "Articles of Incorporation of The John D. MacArthur Park Conservation Corporation" per Ex- hibit A, and "By-Laws of the John D. MacArthur Park Conservation Corporation" per Exhibit B, copies of which are attached hereto ' and by reference made a part hereof. Section 3. The above-named designee shall serve for a period of one year. Section 4. The Village Clerk is hereby directed to send conformed copies of this Resolution to the above-named designee and The John D. MacArthur Park Conservation Corporation. Section 5. This Resolution shall take effect immediately upon passage. PASSED AND ADOPTED THIS 11TH DAY OF DECEMBER, 1980. MAYOR ATTEST: De y Villa e C erc .; ' ~' 111780 ARTICLES OF INCORPORATION OF THE JOHN D. MACARTHUR PARK CONSERVATION CORPORATION (A Corporation Not For Profit) EXHIBIT A In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned do hereby make, subscribe and acknowledge that they have voluntarily associated themselves together for the purpose of forming a corporation not for profit, and do hereby cer- tify the following as the Articles of Incorporation of such corpo- ration: 1. NAME The name of the corporation shall be THE JOHN D. MACARTHUR PARK CONSERVATION CORPORATION (the "CORPORATION"). 2. PRINCIPAL OFFICE The initial principal office of the CORPORATION will be located at 140 South Dearborn Street, Chicago,.Illinois 60603. 3. REGISTERED AGENT AND REGISTERED OFFICE CT Corporation Systems, whose address 100 Biscayhe Blvd., Miami, Florida 33132, is hereby appointed the initial registered agent of the CORPORATION, and its address is designated as the initial registered office of the CORPORATION. 4. PURPOSE F. certain Conservation Easement, a copy of which is attached hereto as Exhibit A (the "EASEMENT") either has or will be imposed upon certain lands in Palm Beach County, Florida described in Exhibit B attached hereto (the "PROPERTY"), by Palm Beach County and/or the State of Florida. ' , ,- _'~ The CORPORATION is organized to serve as the entity which shall monitor and enforce the provisions of the EASEMENT, and to otherwise engage in such additional lawful activities for the benefit of the PROPERTY as it may deem proper. 5. POWERS The powers of the CORPORATION shall include and be governed by the follotioing provisions: 5.1 The CORPORATION shall have all of the common law and statutory powers of a corporation not for profit, which are not in conflict with the terms of these Articles. 5.2 The CORPORATION shall have all of the powers reasonably necessary to implement its purposes. 6. DiEMBERS AND VOTING RIGHTS The sole members of the CORPORATION shall be the members of the Board of Directors of the CORPORATION (the "BOARD"), who each shall have one (1) vote, and who shall be designated as set forth in Article 7, below. 7. BOARD OF DIRECTORS The affairs of the ASSOCIATION shall be managed by the BOARD. 4'he members of the BOARD shall perpetually consist of seven (7) persons, selected as follows: (a) three (3) members appointed by the John D. and Catherine T. MacArthur Foundation, an Illinois not-for-profit corporation (the "FOUNDATION"); (b) one (1) member appointed by Palm Beach County, Florida, its successors and assigns (the "COUNTY"); (c) one (1) member appointed by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "STATE"); (d) one (1) member appointed by the Village Council of the Village of North Palm Beach, Florida; and -2- (e) one (1) member appointed by the Board of Directors of the Nature Conservancy. Thereafter, succeeding Boards of Directors and succeeding Directors shall be selected in the manner and in accordance with the method provided for in the By-Laws of the CORPORATION. The names and addresses of the persons who are to serve as members of the BOARD until the first annual meeting of the CORPORATION are as follows: (a) For the FOUNDATION: William T. Kirby J. Roderick MacArthur Robert P. Ewing c/o The John D. and Catherine T. MacArthur Foundation 140 South Dearborn Street Chicago, Illinois 60603 At the first annual meeting of the BOARD there shall be appointed to the BOARD those additional four (4) persons described in Article 7(b) through (e), inclusive. 8. OFFICERS The officers of the CORPORATION shall be elected by the BOARD, in accordance with the By-Laws of the CORPORATION and, under the direction of the BOARD, they shall carry out those duties assigned to them by the By-Laws. The offices shall consist of a President, a Vice President, a Secretary-Treasurer. In addition, the BOARD may provide for such agents, supervisory personnel or employees of the CORPORATION as they shall see fit, none of whom need be members of the CORPORATION. The names of the officers who are to serve until the first election by the BOARD are as follows: -3- S•7illiam T. Kirby J. Roderick MacArthur Robert P. Ewing President Vice President Secretary-Treasurer Officers must be members of the CORPORATIONd. 9. DISSOLUTION OF THE CORPORATION 9.1 Upon dissolution of the CORPORATION, other than incident to a consolidation or merger, all of its assets determined by the BOARD to be appropriate remaining after provision for creditors and payment of all costs and expenses of such dissolution, and all rights as Grantee under the EASEMENT mentioned in Paragraph 4 above, shall be dedicated to any municipal or other governmental authority (not holding title or a lease estate to the PROPERTY), provided the authority is willing to accept the dedication. 9.2 The CORPORATION may be dissolved upon a resolution to that effect being approved by all of the members of the BOARD, and, if such decree be necessary at the time of dissolution, after receipt of an appropriate decree as set forth in Florida Statutes Section 617.05 or statute of similar import. 10. BY-LAWS 10.1 The original By-Laws of this CORPORATION shall be adopt- ed by the BOARD, and thereafter the By-Laws may be amended, altered or rescinded by a resolution adopted by three-quarters (3/4) of the members of the BOARD, at any duly called meeting of the BOARD. 10.2 No amendment shall be made to the By-Laws that is in conflict with the Articles of Incorporation or.the EASEMENT. A copy of each amendment shall be attached to a certificate, certify- ing that the amendment was duly adopted as an amendment to the By- haws, which certificate shall be executed by the officers of the CORPORATION with the formalities of the execution of a deed. -9- ., 11. PROHIBITION AGAINST ISSUANCE. OF STOCK AND DISTRIBUTION OF INCOME The CORPORATION shall never have or issue any shares of stock, nor shall the COPPORATION distribute any part of its income, if any, to its members, directors or officers. Nothing herein, however, shall be construed to prohibit the payment by the CORPORA- TION of compensation in a reasonable amount to the members, direc- tors or officers for services rendered. 12. INDEMNIFICATION OF OFFICERS AND DIRECTORS Every Director and every Officer of the CORPORATION shall be indemnified by .the CORPORATION against all expenses and liabili- ties, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a Director or Officer at the time such expenses are incurred, except in such cases wherein the Director or Officer is adjudged guilty of wilful misfeasance or wilful nonfeasance in the performance of his duties; provided that in the event of any claim for reimbursement or indemnification hereunder based upon a settle- ment by the Director or Officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the BOARD approves such settlement and reimbursement as being in the interests of the CORPORATION. Such approval shall be made by a majority vote of a quorum consisting of Directors who were not parties to such proceedings. The foregoing right of indemnifica- tion shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled. 13. TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED 13.1 *io contract or transaction between the CORPORATION and one or more of its Directors or Officers, or between the COP,PORA- TION and any other corporation, partnership, association, trust or other orc?anizatior. in which one or more of its Directors or Offi- cfrs are Directors or Officers, or have a financial interest, shall -5- be invalid, void, or voidable solely for this reason, or solely hecause the Director or Officer is present at or participates in the meeting of the BOARD or Committee thereof which authorized the contract or transaction, or solely because the Officer's or Direc- tor's votes are counted for such purpose. No Director or Officer of the CORPORATION shall incur liability by reason of the fact that the Director or Officer may be interested in any such contract or `ransaction. 13.2 Interested Officers and Directors may be counted in determining the presence of a quorum at a meeting of the BOARD or of a committee which authorized the contract or transaction. 14. SUBSCRIBERS The names and addresses of the Subscribers to these Articles of Incorporation are as follows: NAME Marshall M. Criser ADDRESS First National Bank Building Palm Beach, Florida 33480 Jerry E. Aron David M. Layman First National Bank Building Palm Beach, Florida 33480 First National Bank Building Palm Beach, Florida 33480 15. AMENDMENT These Articles of Incorporation may be amended from time to time by resolution adopted by a three-quarters (3/4) of the BOARD. 16. DURATION The term of the CORPORATION shall be perpetual. 17. MEETINGS BY CONFERENCE. TELEPHONE The BOARD may hold its meetings by means of conference tele- phone as provided by Sections 607.131 and 607.007, Florida Statutes (1979). -6- 18. ACTION BY BOARD WITHOUT A MEETIT7G The BOARD may take action by written consent, as provided by Sections 607.134 and 607,007, Florida Statutes (1979). IN WITNESS P7HEREOF, we have hereunto set our hands and seals at Palm Beach, Palm Beach County, Florida, this day of - - 19 (SEAL) (SEAL) (SEAL) -7- STAYS OF FLORIDA COUfQTY OF PALh1 BEACH BEFORE t4E, the undersigned authority, this day personally appeared 1•farshall M. Criser, Jerry E. Aron and David Pf. Layman, to ~ne well known and known to me to be the identical individuals described in and who executed the foregoing Articles of Incorpora- tion of the JOH[v D. MACARTHUR PARK CONSERVATION CORPORATION, and they each acknowledged before me that they signed and executed the same for the purposes therein set forth. IN :•;ITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at Palm Beach, Palm Beach County, Florida this day of _, 19 Notary Public State of Florida at Large Pty Commission expires: -8- EXHIBIT B 111780 BY-LAWS OF THE JOHN D. MACARTHUR PARK CONSERVATION CORPORATION - IDENTITY 1.1 The name of this corporation is THF, JOHN D, f4ACARTHUR PARK CONSERVATION CORPORATION (the "CORPORATION"), 1,2 The principal office of the CORPORATION is 140 South Dearborn Street, Chicago, Illinois 60603. 1,3 The fiscal year of the CORPORATION shall be the calendar year, or such other fiscal year as shall be adopted by the BOARD. 1.4 The Corporate seal of the CORPORATION shall bear the name of the CORPORATION, the word "Florida," the words "Corpora- tion Not for Profit," and the year of incorporation, an impression of which is as follows: 1,5 As used herein, terms defined in the Articles of Incor- poration of the CORPORATION shall mean the same in these By-Laws. 2. - PURPOSE A certain Conservation Easement, a copy of which is attached hereto as Exhibit A (the "EASEMENT") either has or will be im_oosed upon certain lands in Palm Beach County, Florida described in Exhibit B attached hereto (the "PROPERTY"), by Palm Beach County and/or the State of Florida. The CORPORATION is organized to serve as the entity which shall monitor and enforce the provisions of the EASEtENT, and to otherwise engaye in such additional lawful activities f.or the benefit of the PROPERTY as it may deem proper. 3. - VOTING The BOARD shall make all decisions regarding CORPORATION matters, and each BOARD member shall have one (1) vote. 9, - MEETINGS, SPECIAL MEETINGS AND QUORUMS OF THE BOARD 4,1 Directors Meetings 4.1.1 Annual Meeting The annual meeting of the BOARD shall be held at a date and time appointed by the BOARD, and shall fall within four (4) weeks of the anniversary of the filing of the Articles of Incorporation of the CORPORATION with the Secretary of State of Florida in each and every calendar year subsequent to that filing. The BOARD may establish a schedule of regular meetings to be held at such place as the BOARD may designate. Scheduled regular meetings may be held without notice. 4.1.2 Special teetings Special Meetings of the BOARD may be called by the President, on three (3) days notice to each Director to be delivered by tele- phone, mail or in person. Special Meetings may also be called on written notice of two (2) Directors to be delivered by telephone, mail or in person. All notices of Special Meetings shall state the purpose, time and place of the meeting. 9.1.3 Emergency Meetings Emergency meetings may be called by the President or two (2) Directors, for good cause, so long as a majority of the BOARD receives actual notice of the meeting. 9.1.4 Quorum At all meetings of the BOARD, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of a majority bf the Directors present at such meeting at which a quorum is present shall be the acts of the BOARD except where approval by a greater number, is required by the Articles of Incorporation or these By-Laws. At any meeting at which a quorum is not present, the presiding officer may adjourn the meeting from time to time, and at such adjourned meeting, any business which might have been transacted at the meeting as originally called, may be transacted without further notice. 4.1.5 The joinder of a Director in an action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such Director for the purpose of deter- mining a quorum. 4.1.6 Any action required to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing setting forth the action so to be taken signed by all of the Directors, is filed in the minutes of the proceedings of the BOARD. Such consent shall have the same effect as a unanimous vote. 4.1.7 In the absence of the presiding officer, the Direc- tors present shall designate one of their number to preside. 4.1.8 The order of business at Directors' meetings shall be as follows: a. Calling of roll; b. Proof of due notice of meeting; c. Reading and disposal of any unapproved minutes; d. Reports of Officers and Committees; e. Unfinished business; f. New business; g. Adjournment. 5.- PROCEDURE Roberts Rules of Order (latest edition) shal'_ govern the con- duct of CORPORATION proceedings when not in conflict with the Articles and By-Laws of the Association or with the statutes of the State of Florida. -2- 6. - DIRECTORS AND OFFICERS 6.1 Directors 6.1.1 The affairs of the CORPORATION shall be managed by the BOARD. The members of the BOARD shall be appointed annually, prior to the annual meeting of the BOARD, by the entities desig- nated in the Articles of Incorporation of the CORPORATION. Any dispute as to the qualification of appointees shall be resolved by the person then serving as the Attorney General of Florida. 6.1.2 No director shall receive or be entitled to any compensation for his sevices as director. 6.2 Officers The executive officers of the ASSOCIATION shall be: a Presi- dent, a Vice President, a Secretary/Treasurer, and such other officers as the BOARD may appoint. The officers named in the Articles of Incorporation shall serve until the first annual meet- ing of the BOARD. Officers elected at the first annual meeting of the AOARD shall hold office until the next annual meeting of Zhe BOARD or until their successors shall have been appointed and shall qualify. 6.3 Resignation, Vacancy, Removal 6.3.1 Any director or officer of the CORPORATION may resign at any time, by instrument in writing. Resignations shall take effect at the time specified in the resignation, and if no time is specified, resignations shall take effect at the time of receipt by the President or Secretary of the CORPORATION. The acceptance of a resignation shall not be necessary to make it effective. 6.3.2 When a vacancy occurs on the BOARD, the vacancy shall be filled by the entity which appointed the director who created the vacancy. Any dispute as to the qualification of appointees shall be resolved by the person then serving as the Attorney General of Florida. 6.3.3 When a vacancy occurs in an office for any reason before an officer's term has expired, the office shall be filled by the BOARD at its next meeting by electing a person to serve for the unexpired term or until a successor has been elected by the BOARD. 6.3.4 Any officer may be removed with or without cause by a majority vote of the entire BOARD at a meeting of Directors called at least in part for the purpose of considering such removal. At any such meeting, the officer whose removal is sought shall be given the opportunity to be heard. 7. - POWERS AND DUTIES OF THE ASSOCIATION AND THE EXERCISE THEREOF The powers of the CORPORATION shall include and be governed by the following provisions: 7.1 The CORPORATION shall have all of the common law and statutory powers of a corporation not for profit, which are not in conflict with the terms of these Articles. 7.2 The CORPORATION shall have all of the powers reasonably necessary to implement its purposes. -3- ,, . - DUTIES OF OFFICERS 8.1 The President shall be the chief executive officer of the CORPORATION and shall: (a) Act as presiding officer at all meetings of the BOARD. (b) Call special meetings of the BOARD. (c) Sign with the Secretary or Treasurer, if the BOARD so requires, all checks, contracts, promissory notes, deeds and other instruments on behalf of the CORPORATION, except those which the BOARD specifies may be signed by other persons. (d) Perform all acts and duties usually required of an executive to insure that all orders and resolutions of the BOARD are carried out. (e) Appoint committees and act as ex-officio mem- ber of all committees, and render an annual report at the annual meeting of members. 8.2 The Vice President, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. He also shall assist the President, generally, and exercise such other powers and perform such other duties as shall be prescribed by the Directors. 8.3 The Secretary/Treasurer, acting as Secretary, shall: (a) Attend all regular and special meetings of the BOARD and keep all records and minutes o~ proceedings thereof or cause the same to be done. (b) Have custody of the Corporate seal of the COR- PORATION and affix the same when necessary or required. (c) Attend to all correspondence on behalf of BOARD, prepare and serve notice of meetings, keep membership books and receive all applications for membership. (d) Perform such other duties as the BOARD may determine and on all occasions in the execution of his duties, act under the superintendence, control and direction of the BOARD.' (e) Have custody of the minute book of the meet- ings of the BOARD, and act as transfer agent to recordable trans- fers and regulations of the corporate books. 8.4 The Secretary/Treasurer, acting as Treasurer, shall: (a) Attend all meetings of the membership and of the BOARD. (b) Receive such monies as shall be paid into his hands for the account of the CORPORATION and disburse funds as may be ordered by the BOARD, taking proper vouchers for such disburse- ments, and be custodian of all securities, contracts, leases and other important documents of the CORPORATION which he shall keep safely deposited. (c) Supervise the keeping of accounts of all financial transactions of the CORPORATION in books belonging to the CORPORATION, and deliver such books to his successor. He -9- shall prepare and distribute to all of the members of the BOARD at least ten (10) days prior to each annual meeting, and whenever else required, a summary of the financial transactions and condi- tion of the CORPORATION from the preceding year. He shall make a full and accurate report on matters and business pertaining to his office to the Directors at the annual meeting, and make all reports required by law. He shall prepare the annual budget, and present it to the BOARD for its consideration. (d) The Secretary/Treasurer may have the assist- ance of an accountant or auditor, who shall be employed by the BOARD. 9. - FISCAL MANAGEMENT 9.1 Fiscal Year: The fiscal year of the CORPORATION shall begin on the first day of January in each year, provided, however, that the BOARD is authorized to change to a different fiscal year at such time as the BOARD deems it advisable. 9.2 Depositories: The funds of the CORPORATION shall be deposited in a bank or banks in Palm Beach County, Florida, in an account for the CORPORATION under resolutions approved by the, BOARD, and shall be withdrawn only over the signature of the Sec- retary/Treasurer and the President or such other persons of, in such other manner, as the BOARD may authorize. The BOARD may require more than one (1) signature on checks and bank drafts. The funds shall be used only for CORPORATION purposes. 9.3 Fidelity Bonds: Fidelity bonds may be required by the BOARD from all officers and employees of the CORPORATION, and from any person handling or responsible for corporate funds. The pre- miums for such bonds shall be paid by the CORPORATION. 9.9 Records: The CORPORATION shall maintain accounting records according to good practice which shall be open to inspec- tion by Directors at reasonable times. 9.6 Insurance: The CORPORATION may procure, maintain and keep in full force and effect, such insurance as may be required to protect the interest of the CORPORATION. 9.7 The receipts and expenditures of the CORPORATION may be created and charged to accounts as the BOARD may determine, in accordance with good accounting practices. 9.8 Budget: The BOARD may adopt a budget for each fiscal year in accordance with good accounting practices. 10. - AMENDMENT OF BY-LA64S These By-Laws may be amended, modified or rescinded by a res- olution adopted by three-fourths (3/4) of the BOARD at any duly called meeting of the BOARD. No amendment shall be made that is in conflict with the Articles of Incorporation or the EASEMENT. A copy of each amendment shall be attached to a.certificate, cer- tifying that the amendment was duly adopted as an amendment to the By-Laws, which certificate shall be executed by the officers of the CORPORATIOD' with the formalities of the erecutien of a deed. 11. - VALIDITY If any By-Law, regulation, or rule shall be adjudged invalid, such fact shall not affect the validity of any other Bylaw, regu- lation or rule. -S- :. , . _'.. The foregoing were adopted as the By-Laws of THE JOHN D. N,ACARTHUR PARK CONSERVATION CORPORATION, a corporation Not for Profit under the laws of the State of Florida, at the first meet- ing of the BOARD on the day of 19 THE JOHN D. MACARTHUR PARK CONSERVATION CORPORATION By: President Attest: Secretary (CORPORATE SEAL) -6-