Appointments to Boards/Commisions Copyright 2014
City of Dubuque Boards/Commissions # 2.
ITEM TITLE: Appointments to the following commissions to be made at this meeting.
SUMMARY: Mediacom Charitable Foundation
One, 1 year term through December 31 , 2015 (Expired term of
Chavenelle)
Applicant:
Gail Chavenelle, 1155 Kelly Lane
SUGGESTED DISPOSITION:
ATTACHMENTS:
Description Type
❑ Mediacom Charitable Foundation Application Supporting Documentation
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State of Iowa, as the Board of Directors may determine or as the affairs of the corporation may
require from time to time.
The corporation shall have and continuously maintain in the State of Iowa a
registered office, and a registered agent whose office is identical with such registered office, as j
required by section 504A.8 of the Iowa Code. The address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE III
MEMBERS
The corporation shall have no members.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by j
its Board of Directors. G
Section 2. Composition, Tenure and Qualifications. The initial Directors, as
named in the Articles of Incorporation of the Foundation, shall serve until the appointment of
replacement Directors as specified in this section. After the term of the initial Directors, The
Board of Directors shall be five, two of whom shall be appointed by the City of Dubuque City
Council and three of whom shall be appointed by MCC Iowa, LLC. Each director shall hold
office for one year from the date of his or her appointment, and shall serve at will until his or her
successor has been appointed and qualified. Notwithstanding any other provision of these by- {
laws, no change to the number of directors shall be made except by unanimous approval of all of
the directors of the Foundation.
Section 3. Regular Meetings. The Board of Directors may provide by 1
resolution the time and place, either within or without the State of Iowa, for the holding of
regular meetings of the Board without other notice than such resolution.
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Section 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. The person or persons
authorized to call special meetings of the Board may fix any place, either within or without the
State of Iowa, as the place for holding any meeting of the Board called by them.
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Section 5. Notice. Notice of any special meeting of the Board of Directors shall
be given at least five business days previously thereto by written notice delivered personally or y
sent by mail or telegram to each Director at his or her address as shown by the records of the
corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting, except where a
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Director attends a meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at, j
nor the purpose of, any regular or special meeting of the Board need be specified in the notice or Ij
waiver of notice of such meeting, unless specifically required by law or by these by-laws.
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Section 6. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less than a
majority of the Directors are present at said meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
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Section 7. Manner of Acting. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of
a greater number of Directors is required by law or by these by-laws. j
Section 8. Vacancies. Any vacancy in the Board of Directors created by the
departure of a director originally appointed by the City Council shall be filled by a succeeding j
director appointed by the City Council and any vacancy in the Board of Directors created by the
departure of a director originally appointed by MCC Iowa shall be filled by a succeeding director 1
appointed by MCC Iowa. A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries,
for their services,but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special meeting of the Board
not to exceed the sum of$50 for each director for each meeting and further not to exceed the
sum of$600 per year for any one director; but nothing herein contained shall be construed to a
preclude any Director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. Informal Action by Directors. Any action required by law to be
taken at a meeting of directors, or any action which may be taken at a meeting of directors,may
be taken without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors.
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ARTICLE V
OFFICERS Y
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Section 1. Officers. The officers of the corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a
Secretary, a Treasurer and such other officers as may be elected in accordance with the
provisions of this Article. The Board of Directors may elect or appoint such other officers,
including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall
deem desirable, such officers to have the authority and perform the duties prescribed, from time
to time, by the Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
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Section 2. Election and Term of Office. The officers of the corporation shall be
elected annually by the Board of Directors at the regular annual meeting of the Board of
Directors. If the election of officers shall not be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. New offices may be created and filled at any meeting p
of the Board of Directors. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified. 1
Section 3. Removal. Any officer elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired
portion of the term.
Section 5. President. The President shall be the principal executive officer of
the corporation and shall in general supervise and control all of the business and affairs of the
corporation. He or she shall preside at all meetings of the Board of Directors. He or she may
sign, with the Secretary or any other proper officer of the corporation authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some
other officer or agent of the corporation; and in general he or she shall perform all duties incident
to the office of President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 6. Vice President. In the absence of the President or in event of his or
her inability or refusal to act,the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order of their election) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice President shall perform such other duties as from time to time may
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be assigned to him or her by the President or by the Board of Directors.
Section 7. Treasurer. If required by the Board of Directors,the Treasurer shall
give a bond for the faithful discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He or she shall have charge and
custody of and be responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source whatsoever, and deposit {
all such moneys in the name of the corporation in such banks,trust companies or other
depositaries as shall be selected in accordance with the provisions in Article VII of these by-
laws; and in general perform all the duties incident to the office of Treasurer and such other q
duties as from time to time may be assigned to him or her by the President or by the Board of
Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the Board of
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Directors in one or more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; be custodian of the
corporate records and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these by-laws; and in general perform all
duties incident to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
Section 9. Assistant Treasurers and Assistant Secretaries. If required by the
Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their j
duties in such sums and with such sureties as the Board of Directors shall determine. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors. l
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ARTICLE VI
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution I
adopted by a majority of the Directors in office may designate and appoint one or more
committees, each of which shall consist of two or more Directors,which committees, to the
extent provided in said resolution, shall have and exercise the authority of the Board of Directors
in the management of the corporation, except that no such committee shall have the authority of Ii
the Board of Directors in reference to amending, altering or repealing the by-laws; electing,
appointing or removing any member of any such committee or any Director or officer of the
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corporation; amending the articles of incorporation,restating articles of incorporation; adopting a
plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale,
lease, exchange or mortgage of all or substantially all of the property and assets of the
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corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings
therefor; adopting a plan for the distribution of the assets of the corporation; or amending,
altering or repealing any resolution of the Board of Directors which by its terms provides that it
shall not be amended, altered or repealed by such committee. The designation and appointment
of any such committee and the delegation thereto of authority shall not operate to relieve the
Board of Directors, or any individual Director, of any responsibility imposed upon it or him or I
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her by law.
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Section 2. Other Committees. Other committees not having and
exercising the authority of the Board of Directors in the management of the corporation
may be appointed in such manner as may be designated by a resolution adopted by a
majority of the Directors present at a meeting at which a quorum is present. Except as M
otherwise provided in such resolution, members of each such committee shall be Directors, and
the President of the corporation shall appoint the members thereof. Any member thereof may be
removed by the person or persons authorized to appoint such member whenever in their
judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such
until the next annual meeting of the members of the corporation and until his or her successor is
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appointed, unless the committee shall be sooner terminated, or unless such member be removed
from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed
chairman by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of the original II
appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of !�
Directors designating a committee, a majority of the whole committee shall constitute a quorum j
and the act of a majority of the members present at a meeting at which a quorum is present shall
be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not !,
inconsistent with these by-laws or with rules adopted by the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS,DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents of the corporation; in addition to the officers so authorized by these by-
laws,to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks,Drafts, etc. All checks, drafts or orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by the Treasurer or an
Assistant Treasurer and countersigned by the President or a Vice President of the corporation. j
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Section 3. Deposits. All funds of the corporation shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other depositaries as the 1
Board of Directors may select.
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Section 4. Gifts. The Board of Directors may accept on behalf of the corporation
any contribution, gift, bequest or devise for the general purposes or for any special purpose of the
corporation.
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ARTICLE VIII j
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and it
shall also keep minutes of the proceedings of its Board of Directors and committees having any
of the authority of the Board of Directors. All books and records of the corporation may be
inspected by any Director, or his or her agent or attorney, for any proper purpose at any
reasonable time.
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ARTICLE IX
FISCAL YEAR h
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The fiscal year of the corporation shall begin on the first day of January and end
on the last day of December in each year; provided that the first fiscal year of the corporation
shall begin on first date of corporate existence of the corporation pursuant to the Articles of
Incorporation of the corporation as filed with the Iowa Secretary of State.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Iowa
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Non-Profit Corporation Act or under the provisions of the articles of incorporation or the by-laws
of the corporation, a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of
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such notice.
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ARTICLE XI j
AMENDMENTS TO BY-LAWS
Except as provided in Article IV hereto, these by-laws may be altered, amended
or repealed and new by-laws may be adopted by a majority of the Directors present at any j
regular meeting or at any special meeting, if at least two days' written notice is given of intention
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to alter, amend or repeal or to adopt new by-laws at such meeting.
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Dubuque
THE CITY OF �
LAUBUIQUE CITY OF DUBUQUE, IOWA
All-AroeriCaCity
BOARD/COMMISSION APPLICATION
Masterpiece on the Mississippi' � I
2007-2012-2013
Individuals serving on Boards and Commissions play an important role in advising the City Council on matters of
interest to our community and its future.
The City Clerk's Office, City Hall, 50 West 13th Street, Dubuque, IA accepts applications for any Board and/or
Commission at any time, and the application stays active for one year from the date of receipt in the Clerk's Office.
At the appropriate regularly scheduled meeting, applications will be submitted to the City Council for their review and
applicants are encouraged to address the Council stating their reasons for wanting to serve on this particular Board or
Commission. Applicants will be advised when the application is being presented. Appointment to the Board or
Commission will be made at a later meeting. Applicants will then be notified as to the outcome of the Council's action. If
not appointed at that time, this application will be resubmitted, as needed, as long as the application is active (unless the
applicant advises they are no longer interested). u
DATE: i. C °
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ADVISORY BOARD/COMMISSION APPLYING FOR: ` �
(Some boards/commissions require StateofIowa Gender Balance compliance)
NAME: �� ADDRESS:
C (City of Dubuque residelic required)
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BUSINESS: � � � i)C�t Q I� AD(DRESS: \\ u
OCCUPATION: POSITION WITH COMPANY;
HOME PHONE: BUSINESS PHONE:
E-MAIL ADDRESS(ES): 1 _ Cku
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EXPERIENCE, EDUCATION WHICH QUALIFIES YOU FOR THIS BOARD/COMMISSION:
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WHAT CONTRIBUTIONS CAN YOU
MAKE OR STATE REASON FOR APPI PING:
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LIST TWO REFERENCES: ti i0
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NAME: (Vl 1 9 f�>Vl,�
Vi ADDRESS: Vf� vi h `�
NAME: L P 1'�\O sf°�'`-^ t'-& C P� ADDRESS: �a�rUW
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Specific attention should be directed to possible conflict of interest. For further clarification, if a situation arises, contact
the appropriate staff person or the City's legal staff.
Y Y 9 Y i / y ?
Are you current) serum on a Cit Board or Commission NO If es,Which?
Have you served on a City Board or Commission before ES)NO If yes,Which? P(
s.tnGr ( ACL c fit.(.;D,
Have you participated in the City Life Program: YESr' If so when,( C
Have you participated in the Intercultural Competency, rogram: YES t/ If so When:
SIGNATURE: 9t.. [
If questions, contact the ity Clerk's Office, City Hall, 50 W. 13th St., Dubuque, IA 52001. Phone 563/589-4120.
Fax 563/589-0890, www.cityofdubuque.org.All names will be dropped from the list after a one-year period.