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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 K: 3 it i 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. I 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. j 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 - 2 - i 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. fi. y 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. 1 1 i 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. a ARTICLE V OFFICERS Y a 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. a - 3 - 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 r 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 H - 4 - I 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 I 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 li 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 G 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 I her by law. c 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 - 5 - 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 i 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. u N 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. i i - 6 - I`i 'I 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. i 1 ARTICLE IX FISCAL YEAR h i 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 l 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 I� such notice. !I 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 'I to alter, amend or repeal or to adopt new by-laws at such meeting. ;i i 1715851 i i { - 7 - d 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 ° t ADVISORY BOARD/COMMISSION APPLYING FOR: ` � (Some boards/commissions require StateofIowa Gender Balance compliance) NAME: �� ADDRESS: C (City of Dubuque residelic required) ' BUSINESS: � � � i)C�t Q I� AD(DRESS: \\ u OCCUPATION: POSITION WITH COMPANY; HOME PHONE: BUSINESS PHONE: E-MAIL ADDRESS(ES): 1 _ Cku 'i EXPERIENCE, EDUCATION WHICH QUALIFIES YOU FOR THIS BOARD/COMMISSION: - e r\ WHAT CONTRIBUTIONS CAN YOU MAKE OR STATE REASON FOR APPI PING: 8110 , LIST TWO REFERENCES: ti i0 I(A NAME: (Vl 1 9 f�>Vl,� Vi ADDRESS: Vf� vi h `� NAME: L P 1'�\O sf°�'`-^ t'-& C P� ADDRESS: �a�rUW � 1. 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.