The URL can be used to link to this page

Agenda Workshop 09-16-03 CITY OF DELRAY BEACH. FLORIDA WORKSHOP - TUESDAY. SEPTEMBER 16. 2003 6:00 P.M. FIRST FLOOR CONFERENCE ROOM DELRAY BEACH 1993 2001 The City will furnish appropriate auxiliary aids and services where necessary to afford an individual with a disability an equal opportunity to panidpate in and enjoy the benefits of a service, program~ or activity conducted by the City. Contact Doug Randolph at 243-7127, 24 hours prior to the program or activity in order for the City to reasonably accommodate your request. Adaptive listening devices ~e awihble fur meetings in the Commission Chambers. WORK~I-IOP A ~ENDA 1. Dekay Be~ch Public Library Design 2. Proposed Police ~nd Fire Pension Benefit Increases 3. Review of Sister Cities Program - Organization, Sm~cmre, and Membership 4. Disenssion of Public Am - Financing, Implementation and Stares of Ordinonce 5. Discussion of P~oposed Grants and Event Funding FY 2004 6. Capital Improvement Progr~n - Richard Hasko 7. Commission Comments Please be advised that ifa person decides to appeal any decision made by the City Comml,sion with respect to any matter considered at this meeting, such person will need to ensure that a verbatim record indudes the testimony and evidence upon which the appeal is based. The City neither provides nor prepaxes such record. MEMORANDUM TO: FROM: SUBJECT: DATE: MAYOR AND CITY COMMISSIONERS fCITY MANAGER AGENDA ITEM #~WORKSHOP MEETING OF SEPTEMBER 16. 2003 DELRAY BEACH PUBLIC LIBRARY DESIGN SEPTEMBER 12, 2003 Attached please find the Planning and Zoning Staff Report dated September 10, 2003, regarding the new Delray Beach Public Library to be located at the southeast comer of West Atlantic Avenue and S.W. 2"d Street. On September 10, 2003, the Site Plan Review and Appearance Board approved the library architectural elevations subject to the following conditions: 1. The south elevation provide a more prominent feature over the entry, but not identical to the north tower. 2. Functional balconies are provided for the second story along the north facade, west of the tower. 3. The pedestrian area along the north side of the building is readdressed with particular emphasis on the benches being designed around the columns. This item is on the agenda for further discussion and direction. S:\City Clerk\agenda memos\Library.9.9.03 Agent: Project Name: Project Location: Delray Beach Public Library Association, Inc. Delray Beach Public Library The subject property is located at the southeast corner of West Atlantic Avenue and SW 2"d Street (104-132 West Atlantic~Ay~enue). The item before the Board is consideration of the building elevations associated with a Class V site plan application for the Delray Beach Public Library pursuant to LDR Section 4.6.18. At its meeting of August 13, 2003, the Site Plan Review and Appearance Board (SPRAB) reviewed the elevations for the Delray Beach Public Library. The Board tabled the approved the elevations subject to a workshop to discuss the proportionality of the tower, color scheme, and consistency of the windows on the second floor with the first floor. The applicant has revised the tower, windows, and color scheme and is now before the Board for action. Board Direction Attachments: · Architectural Elevations · Staff Report Dated July 23, 2003 . Meeting Date: September 10, 2003 Agenda Item: III.A. SITE PLAN REVIEW AND APPEARANCE BOARD CITY OF DELRAY BEACH ---STAFF REPORT--- MEETING DATE: AGENDA ITEM: ITEM: July 23, 2003 IV. B. Delray Beach Public Library (104-132 West Atlantic Avenue) - Class V Site Plan, Landscape Plan and Architectural Elevations Associated with the Construction of a 45,778 Square Foot Municipal Library. GENERAL DATA: Owner ......................................... City of Delray Beach CRA Applicant ..................................... Delray Beach Public Library Association, Inc. Agent .......................................... Perkins & Will Southeast Location ...................................... Southeast corner of Atlantic Avenue and Southwest 2nd Avenue. Property Size .............................. 0.795 Future Land Use Map ................ GC (General Commercial) Current Zoning ............................ GC (General Commercial) Adjacent Zoning ................ North: CF (Community Facilities) East: South: West: Existing Land Use ...................... Proposed Land Use .................... Water Service ............................. Sewer Service ............................. OSSHAD (Old School Square Historic Arts District) CF (Community Facilities) CF (Community Facilities) Commercial Construction of a 45,778 square foot municipal library. Existing on site. Existing on site. COMMUNITY CENTER AT ANTIC IV. B. The action before the Board is approval of a Class V site plan request for the Delray Beach Public Library pursuant to LDR Section 2.4.5(F). The request involves the following elements as they pertain to: · Site Plan; · Landscape Plan; and Architectural Elevations. The subject property is located at the southwest comer of West Atlantic Avenue and SW 1st Avenue (104 - 132 West Atlantic Avenue). The subject property consists of the Lots 1 through 4, Block 53 of the Town of Linton Subdivision and is 0.79 acres. The property contains a 3,359 square foot office building (Community Redevelopment Agency) that was built in 1980 and a 3,730 square foot convenience store (Kwik Stop) that was built in 1961. The property is located within the "West Atlantic Avenue Redevelopment Area" and guidelines for redevelopment of this area are contained within the West Atlantic Avenue Redevelopment Plan. The Plan contains block diagrams that depict possible redevelopment scenarios for each block in the Redevelopment Area. The diagram for redevelopment of Block 53, Town of Linton, depicts a two-story building with a library for the second floor and retail or restaurant in the ground floor. At its meeting of March 19, 2002, the City Commission approved the Downtown Delray Beach Master Plan. The Master Plan addresses the subject property and indicates that it should be redeveloped as a public library and shows a pedestrian scaled building with interior courtyard. On March 12, 2003, the Site Plan Review and Appearance Board approved a Class V site plan application for a garage and surface parking associated with the South Palm Beach Courthouse for the property within the same block to the south. As part of the interlocal agreement, 170 parking spaces within this parking area were dedicated to the municipal library. At its meeting of June 17, 2003, the City Commission approved a boundary plat for Block 53 of the Town of Linton, which included the library site together with the South Palm Beach County Courthouse parking garage. A site plan application has been submitted to construct a municipal library and is now before the Board for action. SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 2 The proposal consists of the following: Demolition of the existing office and convenience store buildings; [] Construction of a two-story 45,778 square foot public library, accessory caf~ and public meeting rooms; ~ Construction of a dumpster enclosure along the south side of the South Palm Beach County Courthouse parking area; and, [] Installation of associated landscaping. COMPLIANCE WITH THE LAND DEVELOPMENT REGULATIONS: Items identified in the Land Development Regulations shall specifically be addressed by the body taking final action on the site and development application/request. LDR Section 4.3.4(K) Development Standards Matrix: The following table indicates that the proposal complies with LDR Section 4.3.4(K) as it pertains to the GC zone district except for the proposed front setback: 48' 48' *Front 10' 17' Side Street 10' 13' (east side) Side Street 10' 14' (west side) Rear 10' 10' *Front Building Setback: Pursuant to LDR Section 4.4.9(F)(2)(a), parcels that have frontage along Atlantic Avenue within the West Atlantic Overlay Distdct shall have a front setback of 5' from the ultimate right-of-way line. The front setback area shall be paved with paver blocks to match the existing sidewalks within the Atlantic Avenue right-of-way. The proposed front setback of the library ranges from 17' to 18' and is not aligned parallel to the Atlantic Avenue ultimate right-of-way. The building should be aligned parallel to the public right-of-way and moved to the north and this is attached as a condition of approval. Furthermore, the site plan does not indicate the paving material of the walkway between the building and West Atlantic Avenue. Therefore, a condition of approval is attached that the area between the building and the public right-of-way be SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 3 paved with paver blocks that match the existing paver blocks within the public right-of- way. West Atlantic Avenue Overlay District Development Standards: Open Space: Pursuant to LDR Section 4.4.9(F)(2)(b), the minimum open space requirement is 10% of the site area. The proposed site plan exceeds this requirement since 21% open space will is provided. West Atlantic Avenue Overlay District Supplemental District Regulations: Structures: Pursuant to LDR Section 4.4.9(G)(1)(d), commercial structures are limited to a maximum depth of 150' from the ultimate right-of-way of Atlantic Avenue, unless the parcel has frontage on NW 5th Avenue or SW 5th Avenue. Accessory uses such as parking areas, landscaping and drainage retention areas may extend beyond the 150' limit. The proposed library complies with this requirement since the depth of the building is 106'. Parking: Pursuant to LDR Section 4.4.9(G)(1)(e), 6 parking spaces per 1,000 square feet of gross floor area are required for restaurants and 1 parking space per 300 square feet of gross floor area is required for all other non-residential uses, except hotels and motels. The 45,778 square foot public library requires 153 parking spaces. Pursuant to the interlocal agreement 170 parking spaces will be provided to the Library in the South Palm Beach County Courthouse parking facility. The proposed site plan indicates that the Library dumpster enclosure will be located in two parking spaces along the south side of the Courthouse surface parking area. According to the site plan this appears to reduce the number of parking spaces available to the Library. Therefore, the interlocal agreement needs to be revised to address the number of parking spaces available to the Library and is attached as a condition of approval. Furthermore, pursuant to LDR Section 4.4.9(G)(1)(i), parking areas and accessways to parking lots must be located to the rear of commercial structures that have frontage on Atlantic Avenue. Where locating parking to the rear of the structure is impossible or inappropriate, the Site Plan Review and Appearance Board may approve an alternative location. The dedicated parking spaces prescribed by the intedocal agreement are located on the south side of the Library within the approved South Palm Beach County Courthouse parking facility. Therefore, this requirement has been met. SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 4 Structures Allowed in Setbacks: Roof Eaves & Trellises: Pursuant to LDR Section 4.3.4(H)(4)(d), eaves are allowed to encroach up to 3' within required building setbacks. The proposed roof eave encroaches approximately up to 8.5' into the required 10' rear setback along the southwest corner of the property. Pursuant to LDR Section 4.3.4(H)(4)(I), trellises may extend to no more than 5' from the side of the principal building or 2' from the front or rear of the principal building. The proposed trellis along the first floor of the south side of the building encroaches up to 3' into the required building setback. The maximum encroachment for the roof eave and trellis can be achieved by moving the library closer to West Atlantic Avenue as recommended by the previously noted condition of approval. Covered Walkways: Pursuant to LDR Section 4.3.4(H)(4)(n), canopies, marquees, and covered walkways may extend within front and side setback areas in commercial zone district. The proposed library includes a covered walkway along West Atlantic Avenue. The setback of the covered walkway ranges from 0' along the east side of the property to 6' along the west side of the property. It is noted that this covered walkway and the canopy over the front entrance will need to be redesigned to accommodate the relocation of the building closer to West Atlantic Avenue. Other Issues: Dumpster: Pursuant to LDR Section 4.6.6(C)(1), dumpsters, recycling containers, and similar service areas must be enclosed on three sides and have vision obscuring gates on the fourth side, unless such areas are not visible from any adjacent public right-of-way. The applicant proposes a dumpster enclosure at the south end of the South Palm Beach County Courthouse parking facility (adjacent to SW 2nd Street). The dumpster enclosure includes recycling facilities. The enclosure consists of an 8'-high concrete block wall and vision obscuring gates. The site plan does not include an elevation detail of the enclosure to determine compliance with the City's requirements. A condition of approval is attached that an elevation detail be provided on the site plan. It is noted that the City typically requires at a minimum a metal frame gate with wood slates. Since the dumpster enclosure is located on the adjacent County parking facility, a letter must be submitted from the County that they approve of the location of this facility. Furthermore, a parking garage is anticipated for the surface parking area. Therefore, an alternative location must be provided on the site plan in anticipation of the future development of this garage. SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 5 Technical Items: While the revised site plan has accommodated most of the staff concerns the following items remain outstanding, and will need be addressed prior to building permit submittal. 1. That a final engineering plan be submitted and approved by the City Engineer pdor to issuance of a building permit. 2. That the elevations between the ground floor elevation and the parking area are compatible to eliminate the need for ramping. A landscape plan has been submitted and evaluated by the City Horticulturalist. The landscape plan provides building foundation landscape areas. There are several technical items that need to be addressed. The Board may want to consider requiring foundation planter areas within the alcoves along the north side of the building. The City Horticulturalist found that the proposed landscape plan substantially complies with the City's Land Development Regulations (Section 4.6.16), provided the technical item is addressed. Landscape Plan Technical Items: The following Landscape Plan items remain outstanding, and will need to be addressed prior to building permit submission. That the landscape plan be revised to include a detail of the proposed and alternative dumpster enclosure and that a 4' high hedge be installed around the enclosure. That the conflict between the sidewalk along SW 1st Avenue and the landscape areas are resolved in accordance with the City Horticulturalist. LDR Section 4.6.18(B)(14) Criteria for Board Action: The following criteria shall be considered, by the Site Plan Review and Appearance Board (SPRAB), in the review of plans for building permits. If the following criteria are not met, the application shall be disapproved: (a) The plan or the proposed structure is in conformity with good taste, good design, and in general contributes to the image of the City as a place of beauty, spaciousness, harmony, taste, fitness, broad vistas, and high quality. (b) The proposed structure, or project, is in its exterior design and appearance of quality such as not to cause the nature of the local environment or evolving environment to materially depreciate in appearance and value. (c) The proposed structure, or project, is in harmony with the proposed developments in the general area, with the Comprehensive Plan, and with the supplemental criteria which may be set forth for the Board from time to time. SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 6 The proposed library is an interpretive representation of existing structures within the City of Delray Beach. The roof will have a Site White (light grey) standing seam metal roof with wood timber outriggers painted Bee (mustard yellow). The front elevations includes aluminum horizontal louvers that will be painted Bee. The front doors include transoms with a cantilevered canopy together with a tower that contains a hip roof with standing seam metal. The columns will have a smooth stucco finish and will be painted Extra White. The column trim and heavy cross timbers will be painted Online (dark grey). The building side louvers and panels will be painted Glittery Yellow (off white). The windows and doors will have green tinted laminated glass. The rear elevation contains a roof eave projection and trellis that will be painted Bee. The first floor elevation consists primarily of panels and also includes single window panels, louvers and a book drop with cantilevered canopy. At its meeting of June 23, 2003, the Board discussed the building elevations. The Board was concerned with volume of louvers on the building and the color (white) of the columns. The Board recommended that the second story louvers on the east and west sides of the building be replaced with cementitious siding. The building elevations have been revised to replace the louvers with panels. The material schedule does not include the material of these panels. Therefore, a condition of approval is attached that the panels are cementitious siding. The color of the columns have not been addressed with the revised elevations. The white columns add little interest to the architectural expression of the building. The color should be changed to a more vibrant color scheme that is consistent with the approved colors for West Atlantic Avenue, which are generally pastels and this is attached as a condition of approval. Pursuant to Section 3.1.1 (Required Findings), prior to the approval of development applications, certain findings must be made in a form which is part of the official record. This may be achieved through information on the application, written materials submitted by the applicant, the staff report, or minutes. Findings shall be made by the body which has the authority to approve or deny the development application. These findings relate to the following areas: Section 3.1.1 (A) - Future Land Use Map: The subject property has a Future Land Use Map designation of GC (General Commercial), and is currently zoned GC (General Commercial) with the West Atlantic Oveday District. The GC zoning district is consistent with the General Commercial FLUM designation. Pursuant to LDR Section 4.4.9(B)(4), libraries are a permitted use in the General Commercial zoning district. Based on the above, a positive finding with respect to FLUM consistency can be made. Section 3.1.1 (B) - Concurrency: CONCURRENCY: Facilities which are provided by, or through, the City shall be provided to new development concurrent with issuance of a Certificate of SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 7 Occupancy. These facilities shall be provided pursuant to levels of service established within the Comprehensive Plan. As described in Appendix A, a positive finding of concurrency can be made as it relates to water, sewer, streets and traffic, drainage, parks and recreation, school concurrency, open space, and solid waste. Section 3.1.1 (C) - Consistency (Standards for Site Plan Actions): As described in Appendix B, a positive finding of consistency can be made as it relates to Standards for Site Plan Actions. Section 3.1.1 (D) - Compliance With the Land Development Regulations: As described under the Site Plan Analysis of this report, a positive finding of compliance with the LDRs can be made, when ail outstanding items attached as conditions of approval are addressed. Section 2.4.5 (F)(5) - Compatibility (Site Plan Findings): The approving body must make a finding that development of the property pursuant to the site plan will be compatible and harmonious with adjacent and nearby properties and the City as a whole, so as not to cause substantial depreciation of property values. The surrounding zoning designations are GC (General Commercial) to the north, south and west, and OSSHAD (Old School Square Historic Arts District) to the east. The adjacent uses are the Delray Tennis Center to the north, the South Palm Beach County Courthouse to the west and approved associated parking area to the south, and "The Check Cashing Store" to the east. As noted in the background section of this report, the use of the properly was envisioned as a public library per the West Atlantic Redevelopment Plan and the Downtown Delray Beach Master Plan. The proposed library will be compatible with the adjacent civic uses to the north, south and west and the commercial use to the east. As described in the Master Plan, the proposed library should be a catalyst for the redevelopment of nearby properties and thereby increase the property values in the area. Based on the above, a positive finding that the proposed development will be compatible with the adjacent and nearby properties can be made. Comprehensive Plan Policies: A review of the objectives and policies of the adopted Comprehensive Plan was conducted and the following applicable objectives have been identified: Future Land Use Element Policy C-1.5 - The following pertains to the West Atlantic Avenue Redevelopment Area: "... The West Atlantic Avenue Redevelopment Plan was adopted by the City Commission on July 11, 1995. The plan established Future Land Use Map designations, zonings, special development standards, and design guidelines for SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 8 the Redevelopment Area. Future development in the area must be in accordance with the provisions of the redevelopment plan..." West Atlantic Avenue Redevelopment Plan: The West Atlantic Avenue Redevelopment Plan addresses a variety of issues related to the target area. The plan contains a Redevelopment Site Plan for Block 53, Town of Linton subdivision. The Redevelopment Plan envisioned the use of the property with the use of the first floor for a commercial use and the second floor as a public library. The proposed library occupies the majority of the first floor and the entire second floor. In order to comply with the redevelopment plan, the Library has added public meeting rooms and a 1,389 square foot caf~ at the northeast corner of the building. The subject property is not in a geographical area requiring review by the HPB (Historic Preservation Board) Community Redevelopment Agency (CRA): At its meeting of June 12, 2003, the CRA recommended approval of the development proposal subject to the provision of a more inviting plaza area in front of the caf(~ by reducing the emphasis by the white horizontal wall area and columns at the northeast corner of the site and that a more vibrant color scheme in lieu of the white base color should be considered. The building elevations should be revised to reduce the massing of the columns at the northeast corner of the property. Furthermore, the installation of a seating area for patrons of the caf6 and library should be provided at this area and are attached as conditions of approval. Downtown Development Authority (DDA): At its meeting of June 18, 2003, the DDA recommended approval of the development proposal. Courtesy Notices: A special courtesy notice was provided to the following homeowners associations: El PROD El Presidents Council El Delray Merchants Association El Ebony of Delray El Merrit Park El Chamber of Commerce Letters of support and objection, if any, will be presented at the SPRAB meeting. The redevelopment proposal is to demolish the office and convenience store and construct a 45,778 square foot municipal library. The surface parking for the library has SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 9 been provided via an interlocal agreement on the adjacent property to the south, which will be constructed concurrently with the South Palm Beach County Courthouse parking garage facility. The interlocal agreement may need to be revised to address the encroachment of the roof eave and trellis, dumpster location and number of parking spaces. The proposed site plan is consistent with LDR Section 3.1.1 and Section 2.4.5(F)(5) provided all outstanding items attached as conditions of approval are addressed. A. Continue with direction. B. Approve the Class V site plan, landscape plan and architectural elevations for the Delray Beach Public Library based on positive findings with respect to Chapter 3 (Performance Standards), and Section 2.4.5(F)(5) (Finding of Compatibility) of the Land Development Regulations and the policies of the Comprehensive Plan subject to conditions. C. Deny the Class V site plan, landscape plan, and amhitectural elevations based on a failure to make positive findings with respect to the Land Development Regulations. By Separate Motions: Site Plan: Approve the Class V site plan for Delray Beach Public Library based on positive findings with respect to Chapter 3 (Performance Standards), and Section 2.4.5(F)(5) (Finding of Compatibility) of the Land Development Regulations and policies of the Comprehensive Plan subject to the following conditions: That three copies of the revised plans be submitted addressing all Technical Items listed in the staff report. That the building be aligned parallel to the public right-of-way and moved to the north. That the area between the building and the public right-of-way be paved with paver blocks that match the existing paver blocks within the public right-of-way. That the intedocal agreement be revised to address the number of parking spaces available to the Library or letter from the County that no reduction will result in the spaces available for the Library. That either the intedocal agreement be amended to modify the reversionary clause removing the north 8', or a determination made by the Board the elevation is acceptable without the trellis and roof eave features should removal be SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 10 required. Removal of the trellis and roof eave will require modification of the site plan. 6. That an elevation detail of the dumpster enclosure be provided on the site plan. That a letter be submitted from the County that approves of the location of the dumpster enclosure. That an alternative location be provided on the site plan for the dumpster enclosure. 9. That tables and chairs are provided at the northeast comer of the building. 10. That final engineering plans are submitted and approved by the City Engineer prior to issuance of a building permit. 11. That a letter be submitted from the Palm Beach County Traffic Division with respect to the acceptance of the traffic study and traffic concurrency. Landscape Plan: Approve the landscape plan for the Delray Beach Public Library based on positive findings with respect to Section 4.6.16 of the Land Development Regulations, subject to the following conditions: Address all Landscape Technical Items and submit three (3) copies of the revised plans. Elevations: Approve the proposed elevations for the Delray Beach Public Library based on positive findings with respect to LDR Section 4.6.18, subject to the following conditions: 1. That the panels are cementitious siding. That the surfaces painted white be changed to a more vibrant color scheme that is consistent with the approved colors for West Atlantic Avenue in accordance with direction by the Board. That the massing of the columns at the northeast comer of the building are reduced. Attachments: · Appendix A · Site Plan, Landscape Plan, & Building Elevation Report prepared by: Scott Pape, Senior Planner SPRAB Staff Report Class V Site Plan, Landscape Plan and Building Elevations for the Delray Beach Public Library Page 11 Pursuant to Section 3.1.1(B) Concurrency as defined pursuant to Objective B-2 of the Land Use Element of the Comprehensive Plan must be met and a determination made that the public facility needs of the requested land use and/or development application will not exceed the ability of the City to fund and provide, or to require the provision of, needed capital improvements for the following areas: Water and Sewer: With respect to water and sewer service, the following is noted: Water service is provided to the site via existing 8" water mains along SW 1st Avenue and SW 2"d Avenue. O Sewer service is provided to the site via a service lateral connection to an existing 8' sewer main along SW 2'~ Avenue. O Adequate fire suppression is provided to the site via the installation of a fire hydrant at the southwest and southeast corners of the property. The Comprehensive Plan states that adequate water and sewer treatment capacity exists to meet the adopted LOS at the City's build-out population based on the current FLUM. The public library was anticipated for this property and will be less intensive the commercial uses allowed in the GC zoning district. Thus, a positive finding with respect to this level of service standard can be made. Streets and Traffic: The applicant provided the traffic information for the subject property and the following is noted: The traffic statement indicates the project will generate 1,979 average daily trips onto the surrounding roads. The peak p.m. hour trips for the library will be 217 trips. The net average daily trips generated by the existing convenience store and office is 1,138, which results in 841 net average daily trips generated by the proposed library. The peak hour generation of the convenience store and office is 103 peak a.m. trips. This trip generation increase will have an insignificant impact on the surrounding road network. Since the property is located in the Traffic Concurrency Exception Area, concurrency standards with respect to the proposed development are not applicable. However, given the potential impact on linkages outside of the TCEA, a condition of approval is attached that a letter be submitted from the Palm Beach County Traffic Engineering Division that acknowledges the adequacy of the surrounding road network to accommodate the increase in vehicle trips. Parks and Recreation Facilities: Park dedication requirements do not apply for non-residential uses. Thus, the proposed development will not have an impact with respect to this level of service standard. Solid Waste: The additional trash generated each year by the library consisting of 45,778 square feet will be 80.11 tons per year. The existing convenience store and off.ice generates 77.52 tons per year. The proposed redevelopment will result in a net increase of 2.59 tons per year. The increase can be accommodated by existing facilities and thus, will not have a significant impact on this level of service standard. DrainaRe: The applicant has indicated that drainage will be accommodated on site via a roof tie-in to the City storm water system. There should be no impact on drainage as it relates to this level of service standard. A condition of approval is attached that final engineering plans and approved by the City Engineer prior issuance of a building permit. A. Building design, landscaping, and lighting (glare) shall be such that they do not create unwarranted distractions or blockage of visibility as it pertains to traffic circulation. Not applicable Meets intent of standard Does not meet intent X B. Separation of different forms of transportation shall be encouraged. This includes pedestrians, bicyclists, and vehicles in a manner consistent with policies found under Objectives D-1 and D-2 of the Transportation Element. Not applicable Meets intent of standard Does not meet intent X C. Open space enhancements as described in Policies found under Objective B-1 of the Open Space and Recreation Element are appropriately addressed. Not applicable Meets intent of standard Does not meet intent X D. The City shall evaluate the effect that any street widening or traffic circulation modification may have upon an existing neighborhood. If it is determined that the widening or modification will be detrimental and result in a degradation of the neighborhood, the project shall not be permitted. Not applicable X Meets intent of standard Does not meet intent E. Development of vacant land which is zoned for residential purposes shall be planned in a manner which is consistent with adjacent development regardless of zoning designations. Not applicable X Meets intent of standard Does not meet intent F. Vacant property shall be developed in a manner so that the future use and intensity are appropriate in terms of soil, topographic, and other applicable physical considerations; complementary to adjacent land uses; and fulfills remaining land use needs. Not applicable X Meets intent of standard Does not meet intent Appendix B Standards for Site Plan Actions Page 2 G. Redevelopment and the development of new land shall result in the provision of a variety of housing types which shall continue to accommodate the diverse makeup of the City's demographic profile, and meet the housing needs identified in the Housing Element. This shall be accomplished through the implementation of policies under Objective B-2 of the Housing Element. Not applicable X Meets intent of standard Does not meet intent H. The City shall consider the effect that the proposal will have on the stability of nearby neighborhoods. Factors such as noise, odors, dust, traffic volumes and circulation patterns shall be reviewed in terms of their potential to negatively impact the safety, habitability and stability of residential areas. If it is determined that a proposed development will result in a degradation of any neighborhood, the project shall be modified accordingly or denied. Not applicable Meets intent of standard Does not meet intent X I. Development shall not be approved if traffic associated with such development would create a new high accident location, or exacerbate an existing situation causing it to become a high accident location, without such development taking actions to remedy the accident situation. Not applicable Meets intent of standard Does not meet intent X J. Tot lots and recreational areas, serving children from toddler to teens, shall be a feature of all new housing developments as part of the design to accommodate households having a range of ages. This requirement may be waived or modified for residential developments located in the downtown area, and for infill projects having fewer than 25 units. Not applicable X Meets intent of standard Does not meet intent 3fiN--JAY OIJ.NV'LLV IS3~A [ZZZZZZZ3 EZi ZZZZZ3 EZZZZZZZ3 [ZZi Z[ZZ3 I I,[ a t I I -- I t EZZZZZZZZ3 From: CC: Date:. Re.' City Commission David Harden September 11, 2003 Police and Fire Pension Plan The attached page form the most recent actuarial report on the subject pension plan shows how the earnings and losses of the plan are smoothed over a five year period. A member of the Pension Board has pointed out to me that given the way the smoothing works, it will be several years before returns for actuarial purposes could retum to the 8.5% level assumed in the actuarial reports concerning the prepesed increase in benefits. In the meantime, the City would have to make up the difference in the cost of the proposed benefit increase. 21 ACTUARIAL VALUE OF ASSETS The Actuarial Value of Assets is equal to the market value less capital appreciation which has not yet been recognized. Capital appreciation, the total of realized and unrealized gains, is ing recognized at the rate of 20% per year. Recognized and unrecognized capital appreciation for this year's valuation is developed as follows: 9/30/98 $ 4,549,496 $ 227,735 $ 4,549,496 $ 0 9~30/99 3,006,553 601,311 2,405,244 601,309 9/30/00 4,902,923 980,585 2,941,755 1,961,168 9/30101 (8,086,028) (1,617,206) (3,234,412) (4,851,616) 9/30/02 (9,708,594) (1,941,719) (1,941,719) (7,766,875) (5,335,650) (1,749,294) 4,720,364 (10,056,014) Actuarial Value of Assets = (Market Value) - (Unrecognized Capital Appreciation) = $68,311,536 - $(10,056,014) = $78,367,550 Range from 80% to 120% of Market Value = $54,649,228 to $81,973,843 Final Actuarial Value = $78,367,550 RECONCILIATION OF DROP ACCOUNTS Value at beginning of year $ 2,020,685 Payments credited to accounts 437,839 Investment Earnings credited (189,984) Withdrawals from accounts (603,253) Value at end of year 1,665,287 GABRIEL, ROEDER, SMITH & COMPANY GABRIEL, ROEDER, SMITH & COMPANY Consultants & Actuaries 301 East Las Olas Blvd. · Suite 200 · FL La~derdaie, FL 33,.'.'~1-2254 · 954-527-1616 * FAX 954-52.5-0~83 June 10,2003 Mr. Joseph Safford Director of Finance City of Delray Beach 100 Northwest 1'~ Avenue Delray Beach, Florida 33~.~.~. Re: Proposed Changes to Police and Firefighters Retirement System Dear Joe: Pursuant to your request, we have prepared the enclosed Supplemental Actuarial Valuation Report. This Report shows the actuarial impact of the following: (a) Raise the multiplier for future service to 3.25% from 3% for members who complete 20 or more years of service and raise the maximum pension to 81.25% of average final compensation from 75%. (b) Raise the multiplier for future service to 3.50% from 3% for members who complete 20 or more years of service and raise the maximum pension to 87.50% of average final compensation from 75%. Members of the System (police officers and firefighters) would have to contribute an additional 1.10% of pay to cover the additional cost associated with alternate (a) or 2.19% for alternate (b). The total member contribution rate would be 4.10% under (a) or 5.19% under (b). We welcome your questions and comments. Sincerely yours, J. Stephen Palmquist SUPPLEMENTAL ACTUARIAL VALUATION REPORT Plan City of Delray Beach Police and Firefighters Retirement System Valuation Date October 1, 2001 Date of Report June 9, 2003 Report Requested by City Manager Prepared by J. Stephen Palmquist Group Valued Police Officers and Firefighters who have not retired and who have not entered the DROP. Plan Provisions Being Considered for Change Present Provision Before Chan,qe 3% multiplier w~th 75% cap, 3% member contribution rate Proposed Chan,qe a) 3.25% multiplier for future service and a 3% multiplier for past service with 81.25% cap, 4.10% member contribution rate; or b) 3.50% multiplier for future service and a 3% multiplier for past service with 87.50% cap, 5.19% member contribution rate Participants Affected Police Officers and Firefighters not retired and not in DROP Actuarial Assumptions and Methods Same as October 1, 2001 Actuarial Valuation Report with no exceptions. Some of the key assumptions/methods are: Investment return - 8.5% per year Salary increase - 6.0% per year Cost Method - Entry Age Normal Amortization Period for Any Increase In Actuarial Accrued Liability 30 years Summary of Data Used in Report N/A. Actuarial Impact of Proposal(s) See attached page(s). Under the proposal, members of the Retirement System would be required to pay for the proposed changes. The member contribution rate would increase from 3% of pay to either 4.10% for altemate (a), or 5.19% for alternate (b). Special Risks Involved With the Proposal That the Plan Has Not Been Exposed to Previously None. Other Cost Considerations As a result of negative stock market returns since September 30, 2001, there will be a loss from investments for the year ended September 30, 2002. Unless there are offsetting gains from other sources, the October 1, 2002 actuarial valuation report will show a cost increase. Users of this Supplemental Report should be aware of likely future cost increases over and above those shown in this Report. Possible Conflicts With IRS Qualification Rules None r~ GABRIEL, ROEDER, SMITH & COMPANY GABRIEL, ROEDER, SMITH & COMPANY Consultants & Actuaries 301 East Las Olas Blvd. · Suite 200 · Ft. Lauderdale, FL 3330'~-2254 · 954-527-1616 · FAX 954-525-0083 February 18, 2003 Mr. Jim Tabeek Professional Firefighters and Paramedics of Delray Beach Local 1842 501 West Atlantic Boulevard Delray Beach, Florida 33444 Re- Proposed Changes to Police and Firefighters Retirement System Dear Jim: Pursuant to your request, we have prepared the enclosed Supplemental Actuarial Valuation Report. This Report shows the actuarial impact of the following: (a) Raise the multiplier to 3.25% from 3% for members who complete 20 or more years of service and raise the maximum pension to 81.25% of average final compensation from 75%. ..~ (b) Raise the multiplier to 3.50% from 3% for members who complete 20 or more years of service and raise the maximum pension to 87.50% of average final compensation from 75%. These proposals have been valued as though the increased multiplier would apply to past service already accumulated as well as future service. Members of the System (police officers and fireflghters) would have to contribute an additional 3.39% of pay to cover the additional cost associated with alternate (a) or 6.79% for alternate (b). The total member contribution rate would be 6.39% under (a) or 9.79% under (b). We welcome your questions and comments. Sincerely yours, J. Stephen Palmquist JSP~r SUPPLEMENTAL ACTUARIAL VALUATION REPORT Plan City of Delray Beach Police and Firefighters Retirement System Valuation Date October 1, 2001 Date of Report February 18, 2003 Report Requested by Professional Firefighters and Paramedics of Delrey Beach Prepared by J. Stephen Palmquist Group Valued Police Officers and Firefighters who have not retired and who have not entered the DROP. Plan Provisions Being Considered for Change Present Provision Before Chan.qe 3% multiplier with 75% cap, 3% member contribution rate Proposed Chan,qe a) 3.25% multiplier with 81.25% cap, 6.39% member contribution rate; or b) 3.50% multiplier with 87.50% cap, 9.79% member contribution rate Participants Affected Police Officers and Firefighters not retired and not in DROP Actuarial Assumptions and Methods Same as October 1, 2001 Actuarial Valuation Report with no exceptions. Some of the key assumptions/methods are: Investment return - 8.5% per year Salary increase - 6.0% per year Cost Method - Entry Age Normal GABRIEL, ROEDER, SMITH & COMPANY Amortization Period for Any Increase in Actuarial Accrued Liability 30 years Summary of Data Used in Report N/A. Actuarial Impact of Proposal(s) See attached page(s). Under the proposal, members of the Retirement System would be required to pay for the proposed changes. The member contribution rate would increase from 3% of pay to either 6.39% for alternate (a), or 9.79% for alternate (b). Special Risks Involved With the Proposal That the Plan Has Not Been Exposed to Previously None. Other Cost Considerations As a result of negative stock market returns since September 30, 2001, there will be a loss from investments for the year ended September 30, 2002. Unless there are offsetting gains from other sources, the October 1, 2002 actuarial valuation report will show a cost increase. Users of this Supplemental Report should be aware of likely future cost increases over and above those shown in this Report. Possible Conflicts With IRS Qualification Rules None ' ~ GABRIEL, ROEDER, SMITH & COMPANY FILE COPY [:lTV I]F DELRI:IV BERrH DELRAY BEACH NI-Amedr, aCi~ 1993 2001 100N.W lstAVENUE Mr. William S. Adams, Chairman of the Board of Trustees Police and Firefighters Retirement System c/o Anne Woods 609 Homewood Boulevard Delray Beach, Florida 33445 DELRAY BEACH, FLORIDA 33444 561/243-7000 Dear Mr. Adams: This is to acknowledge receiving your letter of May 23, 2003, concerning the proposed changes in the Police and Fireflghters Retirement System to increase the multiplier from 3% to 3%%. In response to the Board's request, I will present the requested benefit change to the City Commission at the earliest appropriate opportunity. Chief Schroeder has expressed serious concerns about the impact on retention and recruitment in the Police Department which would result from increasing the employee contribution from 3% to 9.79%. I share his concern and also have other serious reservations as discussed in the enclosed position paper. Personally, I do not think the multiplier should be increased. As I outlined in my recommendations, however, should the City Commission determine that it is in the City's best interest to increase the multiplier, there are alternative approaches to doing so which would, I believe, better serve the interests of individual plan participants as well as the City. I will let you know when this matter is to be considered by the City Commission. Sincerely, David T. Harden City Manager DTH/gb Enclosure CC: City Commission Members of the Police and Fire Retirement System Board Chief $chroeder Chief Koen Lieutenant Tabeek Officer Jeroloman THE EFFORT ALWAYS MATTERS Proposed Multiplier Increase For Police/Fire Pensions The majority of our Police officers and firefighters have voted to request that the multiplier used for calculating their pension benefit be increased from 3% per year of service to 3 ½% per year of service. The employees involved propose to pay for this benefit increase by increasing their contribution to the pension plan from 3% to 9.79% of their compensation. The purpose of this paper is to discuss various factors which the Commission should take into consideration in deciding how to respond to this request, and to give you my recommendafious. The Purpose of Pensions. When considering any major change in pension benefits, I believe one should start by considering why we have a pension plan and the ultimate goal of pension plans in general. In general, the purpose of a pension plan is to ensure that when someone retires, they will have an adequate income for the remainder of their life. For purposes of this discussion, let's assume that one would enter the work force in their late teens or early twenties, and work for 40 years before retiring. If the person in our example accrued a pension or retirement benefit equal to 2 ½% per year for each year in the work force, they would be able to retire with a pension equal to 100% of their average final compensation. Our police and fire pension plan currently pays a benefit of 3% for each year of service to anyone retiring after 20 years of service. Thus someone ret'ning after 20 years of service receives a pension of 60% of their average final compensation, or 75% after 25 years. And, unlike most private sector pensions, this benefit is payable immediately upon retirement with 20 or more years of service. Furthermore, beginning after the 25th anniversary of the employee's date of hire, the pension benefit is increased between one and four percent annually to offset inflation. Since 1958 the City has also provided Social Security coverage for Police Officers and Firefighters. A Firefighter or Police Officer retiring after 25 or more years of service would, upon reaching Social Security retirement age, receive combined pension and Social Security benefits equaling or exceeding their salary while working. When considering further increasing retirement benefits for public employees, I believe several questions need to be asked: 1. How large a retirement benefit is it appropriate to require taxpayers to support for public employees? Should taxpayers be required to support retirement benefits exceeding the wages an employee earns while working? 2. Is it reasonable to expect ones entire retirement benefit to be funded from half of ones working life? Why Have a High Multiplier? Statewide there are 321 Fire and/or Police pension plan.q operating pursuant to F.S. 175/185. These plans have multipliers ranging from a low of 1.7% to a high of 4%. Accepting for a moment the argument that one should not expect to acquire more than half of ones pension benefits in half of ones working life, then is there any justification for having a high multiplier, looking at the issue philosophically?. There are indeed two reasons which would justify a high multiplier: (1) If the pension benefit has no built in cost of living adjustment, then a high beginn'mg benefit would offset, to some extent, the effects of furore inflation; and (2) There are some cities which do not provide Social Security coverage. For these cities, a high multiplier would offset the absence of this benefit. I must point out, however, that there are cities which provide COLA's and Social Security coverage and still have a high multiplier. Is our multiplier competitive? As previously stated, our current multiplier for anyone retiring with 20 or more years of service is 3%. Of the 321 comparable plans in the state, only 47 have a multiplier greater than 3%. Slightly over half of the plans are at the 3% multiplier. (See attached graph) Looking at 18 plans in Palm Beach, Bmward, and Dade counties, eight provide for a multiplier exceeding 3%for some portion of the employee's service, but only two exceed 3% for all service. (See attached graph) I would also point out that our multiplier was 2 ½% for many years and was just increased to 3% for those retiring with 20 years or more of service in 1999. In my opinion, our current multiplier is still competitive in both the statewide and the local labor market. The multiplier appears to be more important to firefighters than to police officers in deciding where to accept employment, but I believe that take home pay is much more important to both than pension benefits. Is the proposal fair to ali participants? The proposal is to increase the multiplier to 3 I/2% for all service, both prior and future, ofcurrantly active employees. As was noted in the introductory paragraph, the cost of this benefit increase is 6.79% of payroll. At my request, our actuaries have determined the cost of increasing the multiplier for future service only. This cost is 2.19%. In other words, the police officer or firefighter we just hired this year would be fomed to pay 4.6% of his or her salary so that the employee who retires immediately after this change can receive this increased retirement benefit free of charge. To me, this is grossly unfair. It would be wrong for the City to force our younger employees to pay the cost of gifting our older employees with a bigger pension. Will the members, in fact, pay all the costs? This proposal has been advanced as a benefit improvement which thc employees affected would pay for. In other words, this benefit improvement would be at "no cost to the City." As was shown in the previous paragraph, even if it is at no cost to the City, it is at great cost to our younger employees. The Commission must also keep in mind the fact that the cost of the benefit increase as a percentage of payroll is based on an assumed investment return of 8 1/2% and an assumed salary increase of 6% per year. Since 1977 the average investment return has been 8.2% and the average salary increase has been 7.9% annually. For the last three years these factors have been as follows: Year 1999 2000 2001 Investment Return 5.2% 6.6% 3.7% Salary Increases 7.5% 7.3% 9.0% In any year when the projected investment return is not met or salary increases exceed projections, the City must pay the additional contribution required. This would have been tree for the last three years, thus increasing even further the large increases in pension contributions the City has had to make. Our actuary has warned us that investment returns were well below projections again for 2002, which will for the fourth year force the City to substantially increase its contribution. There is no provision for the employees to pay the additional costs involved. The Commission should also be aware that in 1989, when the "20 and out" benefit was adopted for firefighters and police officers, the employees argued that they were paying most of the cost by increasing their contribution. Then, a few years later, they began arguing that their contribution was too high and needed to be reduced in order to atlract new employees. In 1999 we reduced the required employee contribution from 7.33% to 3% in response to this complaint, and because of competition from the Sheriff's Department where the pension contribution is zero. What is the expected impact of the proposal on future recruitment and retention? Chief Koen and Chief Schroeder believe that the impact of the proposed change would be different for fire and police. We believe the change would have no impact on retention of personnel who have been here more than five or six years, assuming our pay plans remain fairly competitive. While I have no statistical data, based on the observations of Chief Koen and both Chief Overman and Chief Schroeder, an entry level firefighter is more likely to stay until retirement than an entry level police officer. Police officers have a higher likelihood of changing careers due to burnout or for other reasons, and not reaching retirement as a police officer. Therefore, the retirement benefit may be more important to an entry level firefighter in deciding where to initially accept employment. Police officers, on the other hand, appear to be more concerned about take home pay and less about retirement benefits. We believe this difference is reflected in the different vote on this issue in the two groups. A large number of younger police officers voted against the proposed change. Chief Schroeder believes that many of our young officers with five years or less experience would leave our depaxhnent if this change were adopted as proposed. While it might help us some in firefighter recruitment, it would not help and would probably hurt in recruiting police officers. Since a pension deduction of 7.33% was cansing ns recruitment problems in 1999, I would certainly expect a deduction of 9.79% could cause serious recruitment and retention problems for police officers. Other options for increased retirement benefits. Police officers and firefighters have said that they would pay for this benefit by increasing their contribution to the pension plan. The City has in place two plans which allow employees to save money for retirement on a voluntary basis, a 457 (deferred compensation) plan and a 401 a plan. Even at relatively low rates of return, the retirement benefit an employee could accumulate over 20 years by putting 6.79% of their pay into either one of these plans would far exceed the value cfa 1/2% increase in their pension multiplier. Again, that is because the proposal which has been put forward produces a windfall for those employees within six or seven years of reftrement at the expense of those employees with less seniority From the employee's perspective, the other advantage of the proposal is that all of the investment risk is shifted from the employee to the City taxpayer. With the 457 and 40la plans, the employee bears the market risk. What are options for implementing the proposal? · As requested. The Commission could adopt the proposal as put forward by the employees. That is, all active employees, as of the effective date oftha change, would have a pension multiplier of 3 1/2% per year of service when retiring with 20 or more years of service. · New Hires only. Ii'the Commission concluded that our having a 3% multiplier while some other South Florida departments have higher multipliers was making it difficult for ns to attract new employees, the multiplier could be increased to 3 1/2% for employees hired after the effective date of the change. While current employees were hired with the 3% multiplier, or even 2 ½%, I believe this approach would create significant morale problems, and I would not recommend it. · Beginning this plan year forward. Under this approach, all service aider the effective date of the change would accrue pension benefits at 3 IA% per year. For service prior to the effective date of the change the benefit would be calculated at 3% per year of service. This approach to changing benefits is fairly common, and it is the alternative evaluated by the actuaries at my request. · Optional for participants. Another alternative is to allow plan participants the option of increasing their benefit fi'om 3% to 3 ½% per year of service by electing to increase their conWibution to the pension plan. This should be an irrevocable option, available to plan members annually on their anniversary date. The disadvantages are that it complicates plan adminiswation, and still places on our taxpayers the burden of guaranteeing the benefit, regardless of what happens to pension fund investments. Recommendations. As I indicat~l in my introductory discussion, my personal opinion is that our Fire and Police Pension is already extremely generous and the benefits should not be increased. Furthermore, the proposal put forward unjustly enriches employees within six or seven years of retirement at the expense of employees with less seniority. If the Commission, however, determines that it is in the best interest of the City to increase the multiplier for calculating police and fire retirement benefits, then I strongly recommend that the increase be made for service after the effective date of the change and at the option of each individual plan member. That makes the 3 ½% multiplier available for those employees who want it and are willing to pay for it. Those employees who want the money in their take home pay, or who would rather have it in an investment they control would have that option. If they feel they cannot afford the additional contribution now, they could make it later when they feel more able to do so. 0 0 0 0 CZ) 0 0 0 0 Number of Plans J ADMINISTRATIVE SERVICES MEMORANDUM TO: FROM: SUBJECT: DATE: David T. Harden, City Manager ~Robert A. Barcinski, Assistant City Manager Agenda Item City. Commission Workshop 09/16/03 Discussion Sister Cities Committee September 12, 2003 History, The Sister Cities Committee of Delray Beach was created by City Commission in April 1977 for the purpose of establishing a sister cities affiliation with Miyazu, Japan. The relationship and program initially flourished but lack of commitment and staff support hindered the development of our Sister Cities relationship. In June 1992 in order to rejuvenate our program City Commission passed a resolution forming a Mayor appointed Sister Cities Committee. Committee members were chosen, By-Laws written and staff support was provided through the Assistant City Manager's Office. The Committee developed new programs and the relationship with Miyazu was resurrected. In September 1999 with the support and encouragement of the business community and citizens the City officially formed its second Sister City relationship with Moshi, Tanzania. Copies of resolutions for both committees are attached. Organization and Structure The Sister Cities Committee structure has been formed to comply with the International model. The Committee is compromised of a Board of Directors with four (4) officers (President, Vice-President, Secretary, and Treasurer). A separate committee (continuing committee) has been established for each sister city affiliation. The task of these two (2) committees is to develop programs and fund-raising activities to support the respective sister city relationships. Approval of programs, fund-raising activities and expenses is done by the Board. In addition, various sub-committees have been formed for special activities and purposes. The Board is composed of members from each sister cities continuing committee and at-large members. The Sister Cities Committee was established as a Mayor's Committee by Resolution in 1992, but in 1994 the Board decided to incorporate in order to form a 501(c) 3 and enhance fund-raising capabilities. However, as of this date, a 501(c) 3 status has not been obtained. Attached are copies of the original Articles of Incorporation and amendments. A new set of Articles of Incorporation have been approved and submitted to the State by David Schmidt. Once approved, the necessary paperwork will be prepared for the 501 (c) 3 application. Attached also are the existing By-Laws and a draft of proposed new By-Laws. The By- Laws have not been revised in many years and have been drafted to conform to the Articles of Incorporation. The Board will vote on the proposed new By-Laws at their next meeting. Board members and officers are elected each year at the annual meeting in January by a majority of the members present and serve for one year. The slate of board members and officers are proposed for election to the membership by the nominating committee. Vacancies are filled from time to time by a majority vote of members present at monthly meetings. Nominees are recommended by the Executive Committee. Attached are copies of the state model and structure that have been copied from the International Association handbook. Also attached is a copy of the current Board of Directors membership and committee list. Officers are as follows: President/Charlotte Durante, Vice-President/vacant, Secretary/William Wilsher, and Treasurer/Larry Rosensweig. Budget and Programs FY 2004 Attached is a copy of the Board approved budget for FY 2004. Primary programs for next year are: · Student Exchange from Miyazu · Books for Moshi library · Young Artist Program · Visit to Miyazu for 50th Anniversary Programs being reviewed and developed are: · Youth Exchange/Contact Program Moshi · Tribute for Dr. Charles Eschenburg · Participation by our Sister Cities in Women in the Visual Arts Program and a photography program RAB/tas File:u:sweeney/agenda Doc:Memo to DTH re Discussion Sister Cities Committee STRUCTURE FOR A MULTIPLE SISTER CITIES PROGRAM: SISTER CITIES ASSOCIATION OF. I OFFICERS President. Vice-President. Secretary, Treasurer I BOARD OF DIREGTOR$ OFFICERS Representative From Each Alfiliatidn Youth Chapter President & Adult AdvisOr City Halt Liaison At-Large Representatives COMMITTEES / / \ COMMITTEES ! COMMITTEES , INC. :---t EXECUTIVE I' COMMITTEE I YOUTH CHAPTER I'-"-- ADULT ADVISOR //' To whom are we accountable? Whal are the responsibilities of the leaders? Who chooses the leador¢9 l-low do chooee leadere? Who makes decisions? ~ake decisions'., can for the anization? oes the ,~ How teach new nd learn the ones ~get money from program so we'can I ~r own com- munity? Can we is flexible ~ our members. goals o Which ot me group? -- incorporated e the intentions 3n. city commission or porations al participate envision · Are or profit cor- formati '~facorporationto the type of a~vity the group and operation of the group? uestions were adapted from the Successful tear Organization. by Joan Flanagan. p. 20). STRUCTURE Now you are ready to choose the type of organiza- tion that is suitable to your community's needs. What works best for a small town may not apply to a medium-sized or major city. There are three basic types of structure that sister cities programs have used. From the least structured to the most formally structured, these are: association city commission, corporation. ASSOCIATION' An association is a group of people joined in a common purpose, frequently without a formal char- -ter. Ordinarily, it ~s not incorporated, yet it usually employs the same methods and forms used by corporations. In fact, the association is often ireated b.y regulatory and tax authorities as a quasi- corporation. This is more likely, of course, if its organization and operation are governed by a writ- ten agreement of its members. The unincorporated association has many disadvantages and few advantages. The laws governing it are inadequate, vague and still too few to define a reliable system of organization and operation, The number of unin-' corporated associations has dwindled in recent years. This type of structure is usually found in smaller cities with a very informal sister cities pro- gram and little community-wide fundraising for the program. CITY COMMISSION A commission is formally constituted by a munic- ipal ordinance and carries out its functions as an arm of city government. The Mayor usually appoints the members of the sister cities commission and makes it responsible for affiliation policy and direc- tion. The commission reports to the Mayor and/or City Council. Its chairman and members serve for specified periods of time. Service on the commis- sion is largely a recognition by the Mayor of interna- tional interest and contributions on the part of the appointed citizens. The commission serves at the grace of the Mayor. When the current Mayor leaves office, the commission may undergo a change of !eadership or may not be a top priority forthe incom- ing Mayor. This type of structure could make a sister cities program subject to the leadership of the city. There may or may not be'continuity of the program If the commission's mandate is not renewed by the new Mayor. CORPORATION The incorporated committee is by far the most popular and most useful form of organization for a sister cities program. The corporation is an artificial person or legal entity with its own name. composed of individuals, yet 'regarded by law as being distinct from its members, Organized to meet lawful requirements and to exercise specifically autho- rized powers, it has a continuing existence even as insulates its members from personal liability, it tends to domi hate the nonprofit sector. SCI strongly cation for tax exempt status under statute 501 (C) (3) of the IRS tax code. This status will give the corpora- tion certain benefits relating to taxes and contrib- utes to your ability to raise and solicit funds from the community which are tax deductible to the contributor. COORDINATING BODY 2 When selectin~g the type of organiz~3,U~n that best suits your com m'l..~ t y's needs, yg,a-5~hould a so con- sider the future of.th"e~L3rogra, g:~any cities enter the program with the inte 'or~,j,,~f linking with one sister city. Once they be. co~volved wi~'h one sister city and the commu.ni~t~ealizL~the benefits of a sister cities progr~..er, est i.s .u~,[all)/.generated in the commu nit y, Jo-r additional siste/~ities in other coun- tries. SCI suggests forming an ~N~lbrella organiza- STRUCTURE COORDINATING BODY When selecting the type of organization that best suits your community's needs, you should also con- sider the future of the program. Many cities enter the program with the intention of linking with one sister city. Once they become involved with one sister city and the community realizes the benefits of a sister cities program, interest is usually generated in the community for additional sister cities in other coun- tries. SCI suggests forming an umbrella organiza- tion under which additional sister cities relation- ships will be organized and maintained. This umbrella organization will function as a coordinat- ing body for the sister cities programs in your com- munity. The advantages of organizing an umbrella organization for a sister cities program are numerous: · an umbrella organization will give your sister cities committee the added power associated with being part of a larger group in terms of recognition and clout in the community. All sister cities commit- tees can speak with one voice on issues that are of concern to each. · an umbrella organization will serve as the over- all sister cities corporation for your community, with its tax exempt status applied to all sister cities com- mittees. This will make it legally easier to start a new committee so that you do not have 5 or 6 different sister cities committees applying for their individual tax exempt status. · an umbrella organization will provide informa- tion on the sister cities program to interested per- sons in the community: potential new volunteers, the media, other organizations. · an umbrella organization will serve as a forum for communication among the various sister cities committees. Many such organizations publish a monthly newsletter with information on the activi- ties and programs of the individual committees. · an umbrella organization will maintain morale of a sister cities committee when relations with its sister city are in a down phase. · an umbrella organization will facilitate fundrais- lng for the individual sister cities committees. · an umbrella organization will set criteria and standards for the selection of future sister cities for the community. This will ensure the quality of the sister cities program by requiring a sister city pro- posal to be backed by a group of citizens willing to form a sister cities committee and work for that program. · an umbrella organization will give members of your group increased opportunities for participa- tion in internatiopal activities sponsored by the other sister cities committees. Things to remember when establishing an um- ,brella organization for your sister cities program: · Bylaws should state the name of current sister cities affiliations as subcommittees and allow for future sister cities to be included in the framework. · Obtain the authority of City Hall to be the sole group to recommend new sister cities. Proposals for new sister cities should be addressed to the group and should meet certain criteria that is established by the group as a quality control measure. If the organization approves of the proposal, a recom- mendation should then be made to the Mayor for city approval. · Some cities have established separate checking and savings accounts for each sister cities affiliation and for a coordinating body. Other cities operate just one account for the entire group. You should decide which is the best option for your group to follow for financial record-keeping. · Rather than dividing energies by establishing an individual youth group for each affiliation, it is recommended that the umbrella organization spon- sor one youth chapter. There should be at least one ~dult advisor to the group and possibly one adult advisor from each sister cities affiliation. The chair- person of the youth chapter should be on the board of (~irectors with a voice and vote equal to that of the adult directors. DELRAY BEACH SISTER CITIES BOARD OF DIRECTORS Charlotte C. Adams 19 NW 24t~ Ct Delray Beach, FL 33444 Phone! 561-274-8398 (FI) Fax: 561-278-9483 Email: badams~aml.com John Bennett 137 Seabreeze Avenue Delray Beach, FL 33483 Phone: 561-274-8860 Fax: 561-274-7275 Email: citizenofdelrav~_ aol.com John Duque 17155 Bermuda Village Dr Boca Raton, FL 33487 Phone: 561-995-2157 (I-I) 561-504-8256 (C) Email: ionat~eart~linlc net Charles Hardiman Mail: P.O Box 2526 Deiray geach, FL 33444 (Home-not for mall): 2 Fisher Lane Delray Beach, FL 33483 Phone: 561-278-3573 (O) 561-278-1065 (H) Nancy King Work: City of Delray Beach 100 NW 1't Avenue Delray Beach, FL 33444 Home: 5645 American Circle Delray Beach, FL 33484 Phone: 561-243-7080 (O) 561-638-1906 (H) 561-702-5061 (C) Fax: 561-243-7082 Email: king~ci.delray-beach.fl.us Charlotte G. Durante Work: Durante Realty, Inc 1030 South Federal Hwy #112 Delray Beach, FL 33483 Home: 4165 NW l0ta Street Delray Beach,~ FL 33445 Phone: 561-271-4545 (O,H&C) Fax: 561-495-5199 or 561-265-3536 Email: dbscdurante~aol.com Robert ~ Hamilton Work: Palm Beach County Park & Recreation Department 2700 6th Avenue South Lake Worth, FL 33467 Home: 539 NW 46th Avenue Dekay Beach, FL 33445 Phone: 561-966-6667 (O) 561-638-8635 (It) Emall: bhamilton~,co.palm-beach.fl.us Theodore Marshall, Jr. 1149 Beach Drive Dekay Beach, FL 33483 Phone: 561-272-6733 (It) 561-271-4901 (C) Fax: 561-272-3567 Emall: docgoodmarsh~aol.com Ngozi Mensah 4448 Gleneagles Drive Boynton Beach, FL 33436 Phone: 561-243-1560 (O) 561-742-8340 (H) Fax: 561-369-0303 (H) Email: mensahn~,bellsout h. net James Mihori P.O. Box 34 Delray Beach, FL 33447 Phone: 561-278-3614 (O& H) 561-602-4292 (C) Fax: 561-278-1773 (O&H) DELRAY BEACH SISTER CITIES BOARD OF DIRECTORS Brenda B. Montague 2443 South Coral Trace Circle Delray Beach, FL 33445 Phone: 561-243-6325 (O) 561-272-0257 (H) Fax: 561-279-9616 Email: ~montaeue~aol.com Peggy Murphy Work: Old School Square 51 N. Swinton Avenue Delray Beach, FL33444 Home: 4622 Ellwood Drive Delray Beach, FL 33445 Phone: 561-243-7922 ext 301 (O) 561-573-5676 (C) Fax: 561-243-7018 (O) Email: center~,oldscho01, erg Morton Noble 86 McFarlane Drive Delray Beach, FL 33483 Phone: 561-274-0335 Email: mwn22~aotcom Bonnie Stelzer Work: Dekay Beach Public Library 29 SE 4t~ Avenue Delray Beach, FL 33483 Home: 3035 St. James Drive Boca Raton, FL 33434 Phone: 561-266-9490 (O) 561-483-9159 (It) Fax: 561-266-9757 (O) Email: bonnie.s~lzerf~elraylibrar~.org William F. Wilsher Work: Palm Beach County Parks & Recreation Department 2700 6t~ Avenue South Lake Worth, FL 33467 Home: 921 SW 33~ Place Boynton Beach, FL 33435 Phone: 561-966-6636 (O) 561-739-9539 (H) Fax: 561-963-6747 (O) Email: bwilsher~_ .ce.rolm-beach. fi.us Larry Rosensweig Mofikami Museum & Japanese Gardens 4000 Morikami Park Road Dekay Beach, FL 33446 Home: 1003 Seagate Drive Delray Beach, FL 33483 Phone: 561-495-0233 ext 214 (O) 561-272-6245 (H) Fax: 561-499-2557 (O) Email: Lrosensw~.co.mlm-beach.fl.us David W. Schmidt Work: Simon & Schmidt 100 NE 5th Avenue Delray Beach, FL 33483 Home: 2116 Northridge Rd Dekay Beach, FL 33444 Phone: 561-278-2601 (O) 561-243-3857 (H) Fax: 561-265-0286 (O) Email: mayordave56{~,hotmail corn William Wood Work: Delray Beach Chamber of Conmaerce 64 SE 5t~ Avenue Delray Beach, FL 33483 Home: 3777 NW 8t~ Street Dekay Beach, FL 33445 Phone: 561-278-0424 (O) 561-498-8572 (It) 561-901-6309 (C) Fax: 561-278-0555 (O) Email: bwood~delraybeach, com CITY STAFF LIAISON TO DELRAY BEACH SISTER CITIES Bob Barcinski, Assistant City Manager City of Delray Beach 100 NW 1~t Avenue Delray Beach, FL 33444 Phone: 561-243-7011 (O) Fax: 561-243-7199 Email: barcinsldCi~,ci.delrav.-beach.fl.us Tracey Sweeney, Executive Assistant Office of Assistant City Manager City of Delray Beach 100 NW 1~t Avenue Delray Beach, FL 33444 Phone: 561-243-7011 (O) Fax: 561-243-7199 Email: sweenev(&ci.deL, ay-beaclr fi.us AFFLIATE SISTER CITIES COMMITTEES & SPECIAL PROJECT~ Adams, Charlotte Duque, John Mihori, James Murphy, Peggy Rosensweig, Larry Schmidt, David Wilsher, Bill MOSHI. TANZANIA, EAST AFRICA Bennett, John Marshall, Ted, Jr · Mensah, Ngozi Montague, Brenda Stelzer Bonnie MEMBERSHI~ Bennett, John Duque, John Hardiman, Charles Marshall, Ted, Jr Wood, Bill YOUTH, YOUNG ARTIST COMPETITION, King, Nancy Mensah, Ngozi Mihori, James Murphy, Peggy Noble, Morton GENERAL STUDENT EXCHANGg Duque, John King, Nancy Marshall, Ted, Jr Mensah, Ngozi Mihori, James Murphy, Peggy Schmidt, David Wilsher, Bill (Bob Barcinski, city staff liaison) Hamilton, Bob Wilsher, Bill Duque, John Mensah, Ngozi BAOBAB BOOKS & SAFARI Bennett, John Mensak, Ngozi Montague, Brenda Stelzer, Bonnie PARTNERS/TRADE/EXCHANGE Wood, Bill PUBLIC RELATIONS/MARKETING (NEWSLETTER & WEBSITE) King, Nancy Hamilton, Bob Mensah, Ngozi Stelzer, Bonnie Wood, Bill (P,.EVISE DBSC BROCHURE) Barcinski, Bob (City staff liaison) King, Nancy Mensah, Ngozi HOST FAMILIES Adams, Charlotte Murphy, Peggy Adams, Charlotte King, Nancy Montague, Brenda Murphy, Peggy Wood, Bill BYLAWS REVISION (Ad ho;) Bennett, John Marshall, Ted Schmidt, David Delray Beach Sister Cities Budget FY03 FY04 Cata~or~ ActualFY03 Bud{~e~FY03 PropoesdFY04 Beer Sales Income Art & Jazz $1,836 $2,00C $2,00C Hatsume $1,737 $2,0{X $2,00C Obon $2,0(X $2,00C Subtotal $3,573 $6,00~ $8,00C Golf Income f~es $1,150 $9,20~ $9,30C sponsor $963 $C Subtotal $2,113 $9,20~ $9,30C Membership business/ow. , $50 $5~ $10C fami~ $350 $35( $87C individual $15 $C $3(; patron $100 $t0C $20C Subtotal $515 $50( $1,00C Moshi/Books for Aft $650 $( $C Other income Misc. $0 $80( Subtuta~ $0 $3,30( $2,70C Student Exchan~le fees $1,200 $2,50( SC Twilight Safari Dinner auction $3,136 $2,00( $5,00C dinner $9,050 $8,00( $15,00C sponsor $200 $( $C -, Subtotal $12,386 $8,00( $20,00C TOTAL INCOME $20,438 $29,50( $39,00( '~ Delray Beach Sister Cities Budget FY03 FY04 Category Actual FY03 Budget FY03 Proposed FY04 AdminLstrntion Conference/travel $0 $1,000 $1,000 fees/dues $584 $50~ $500 meetin~ls $717 $(~ $600 postage $241 $(~ $300 printin~l $250 $(~ $450 t-shirts $382 accountin~ $0 $0 $750 unassigned $0! $1,500 $0 Subtotal S2,17~ $3,000 $4,100 Art Contest awards $90( $900 $1,000 supplies $371 $900 $800 unassigned $81 $0 Subtotal $1,352 $1,800 $1,800 Beer Sales Expense licenses $5C $75 $50 supplies $1,622 $1,925 $1,950 subtotal $1,672 $2,000 $2,000 Gifts $211 $500 $1,000 Golf Expenes $2,486 $5,200 $4,600 Moshi Librar~ $(~ $4,000 $8,000 Student Exchange s~pp~ies $162 $0 $0 travel $8,614 $10,000 $0 unessi~ned $245 $0 $1,000 subtotal $9,021 $10,000 $1,000 Twiligbt Safari Dinner Expense dinner $1,301 $2,000 $4,000! entertainment $350 $350 $50( supplies/other $956 $650 $6,50( subtotal $2,607 $3,000 $11,(X)( TOTAL EXPENSES $19,206 $29,500 $53,50¢ RESOLUTION NO. 65-92 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, ENDORSING THE FORMATION AND ACTIVITIES OF A SISTER CITY COMMITTEE IN FURTBERANCE OF THE CITY tS RELATIONSHIP WITH MIYAZU, JAPAN. WHERF2%S, the City of Delray Beach has had a Sister City relationship for over 15 years with the City of Miyazu, Japan~ and, WHEREAS, the purpose Of the Sister City relationship is to promote friendship and understanding between the citizens of Delray Beach, Florida, and Miyazu, Japan~ and, WHEREAS, this relationship has been unorganized and contact sporadic in recent years~ and, WHEREAS, it is the intent of the City Commission to foster and develop our Sister City relationship with M£yazu, Japan, NOW, THEREFORE, BE IT P. ESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAy BEACH, FLORIDA, AS FOLLOWS= Section 1. That the Mayor of the City of Delray Beach is authorized to form a Sister city Co~ittee composed of no more than 20 volunteer members. Said Committee shall include the Mayor and membership shall consist of representatives from private business, education, the public sector, laypersons, and at least one representative of the Morikami' Museum. Section 2. That the purpose of the Committee will be to encourage, promote and foster cultural, youth, athletic and economic programs, exchanges and understandings between Miyazu and Delray Beach. Section 3. That the Committee may form a subcommittee, develop a work program, and raise funds to support the Sister Cities program. Ail fund expenditures will be authorized through budget appropriations as approved by the City Commission and in accordance with City policies. Section 4. That the Committee shall meet on a regular basis, advertising said meetings and keeping minutes of same. PASSED AND ADOPTED in regular session on this the 16th day of June, 1992. ATTEST: City Clerk [ TO: FROM: SUBJECT: AGENDA ITEM RESOLUTION NO. MAYOR AND CITY COMMISSIONERS ITY MANAGER 65-92 - MEETING OF JUNE 16. 1992 DATE: June 12, 1992 This is a resolution endorsing the Sister City Committee in furtherance Miyazu, Japan. formation and activities of a of the City's relationship with The committee will be composed of representatives from private business, education, the public sector, laypersons, and at least one representative 'of the Morikami Museum. The purpose of this committee will be to encourage, promote and foster cultural, youth, athletic and economic programs, exchanges and understandings between the City and Miyazu. Recommend approval of Resolution No. 65-92. RESOLUTION NO. 26-?7 A RF, SOr.UTI(~N OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, EXTEr~DING AR INVITATION TO THE CITY OF MIYAZU, KYOTO PREFEr"fURS, JAPAN, TO BECOME A SISTER CITY A~D INVITING TEE PEOPLE OF MIYAZU, KYOTO PREFECTDRE, JAPAN TO PARTICIPATE IN SAID PROGRAM. WHEP. EAS, the Sister City Concept was inaugurated by the President of the United States in 1956 to establish greater friendship and understanding between the peoples of the United States and other nations through the medium o~ direct personal contact! and~ WHEREAS, all succeeding U.S. Presidents have endorsed said program, to be conducted for the broad purposes of the exchange of ideas and people between the citizens of the United States of America and the peoples of other nations~ and, WUEREAS, to implement this program Delray Beach, Florida · and other communities in the United States have been requested by Sister Cities International Zo affiliate with cities in other nations of s4m~lar characteristics and mutual interest; ~IEREAS, the City ~f Delray Beach, Florida, through its council, does recognize and endorse this program with the hope that it will lead to a lasting friendship between the people of Delray Beach and Miyazu, Kyoto Prefecture, Japan: NOW~ THEREFOP~ BE IT RESOLVED BY THE CITY CO~{CIL OF THE CITY OF DELRAY BEACH~ FLORIDA, AS FOLLOWS: Section 1. That this Council on behalf of the people of Delray Beach does hereby extend an invitation to the government and the people of the City of Miyazu, Kyoto Prefecture, Japan to participate with Delray Beach as its Sister City for the purpose of creating greater mutual understanding between the peoples of our two great cities and nations. Section 2. The ~ayor is hereby authorized to act as official representative of Delray Beach to carry out this program. Bectio~ 3. That copies of this Resolution are to be sent to the Mayor and Council of the City of Miyazu, Kyoto Prefecture, Japan, Siste£ Cities International in Washington, D.C., the Embassy of 3apan, and the U.S. Embassy in Japan. PASSED AND ADOPTED, this 12th day of April, 1977. ATTEST. ~ -Asst. City ~ie~k ' R~SOLUTIO~! NO. 45-80 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACI~, FLOR~DAt WELCOMING THE REPRE~,SNTATIVES FRO~4 MIYAZUv JAPAN, TO THE CITY OF DELRAY BEACH AND COMMENDING THE CITY OF MIYAZU, JAPAN, FOR ITS PARTICIPATION IN THE SISTER CITY PROGRAM. ~HEREAS, the City of Delray Beach, Florida, and the City of Mlyazu, Japan, and the residents and citizens of the respective C£ties, are linked together as Sister Cities~ and, t~HEREAS, the Sister City program serves as a vehicle to bring people of different geographic areas of the world closer together~ and, WHEREAS, the Sister City program serves to foster better under- standing and cooperation among the peoples of the world~ and, WHEREAS, the City of Delray Beach is fortunate and honored by the current visit of representatives from our Sister City, Hiyazu, Japan~ andt WHEREAS, the City Counotl of the City of Delray Beach, Florida, wishes to co~me~orate this occasion and to thank the visitors fro~ the City of Mlyazu, Japan, by the passage of ~his resolution, NO~ THEREFORE~ BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH~ FLORIDA, AS FOLLO~S~ Section 1. That the City Council of the City of Delray Beach, Florida, on behalf of the residents and citizens Of the City of Delray Beach, Florida, hereby welcomes the representatives and citizens of the City of Miyazu, Japan, the sister City of the City of Delray Beach, Florida, and to commend the City of Miyazu, Jepan, for its continued perticipation in the Sister City program. Section 2. That the City Clerk is hereby authorized and directed to furniz~£ th'is resolution to the City of Miyazu, Japan, as well as to each of the representatives from the City Of Mlyazu, Japan. PASSED AND ADOPTED in special session on this the 26th day of ~4ay, 1980. LEON M. I'~EKES ATTEST~ 'Boarc ~f'County Commissio~ner~ Robert F. Culpepper Lake Lytal Robert C. Johnson County Administrator John C. Sansbury Department of Parks and Recreation John F. Dance Director December 20, 1976 Ms. Diane Paraskevas, Staff Assistant Sister Cities International Suite 202 City Building 1612 K Street, N.W. Washington, D.C. Dear Ms. Paraskevas: The City of Delray Beach has agreed to sponsor a sister city relationship with Miyazu, Kyoto Prefecture, Japan on behalf of the County's recent request to gain identity with Mr. George S. Morikami's native homeland. A. U;S. City Profile sheet is enclosed to warrant having the Sister City International subsequently initiate this project. ~ Development of Morikami Park, and more notably, the Japanese Cultural Museum of History is on schedule with a tentative opening date planned for March 3, to commemorate "Hina Matsuri"; the celebrated girls' doll festival. The generous land donation (140 acres) by Mr. Morikami will symbolize his genuine interest to foster good will among nations and provide a cultural facility that will be unparalleled in the State of Florida. To illustrate, the Florida Bonsai Association has agreed to donate 30 Bonsai trees valued between $10-25,000 each. Their donation will serve to establish Morikami Park as the State Bonsai headquarters and attract a wide range of vistors to view these priceless plants. Further acquisition of cultural artifacts and relics is currently taking place which upon completion will definitely provide an excellent opportunity to encourage in-depth educational sessions about Japanese culture. 2700 6TH AVENUE · LAKE WORTH. FLORIDA 33461 (305) 964-4420 MS. Paraskevas Page Two December 20, 1976 I respectfully request this application be forwarded immediately in order that the articles for incorporation may be formalized. Please do not hesitate to contact me for further assistance when needed. Kindest regards, I am Sincerely, JFD/dh PALM BEACH ~UN~ ~~rC~t~nre~et~arrtment William Medlen John C. Sansbury Eldon Marriott Roger Currier Bill Chapman Ruth Stevens Robert Kunkel Seishiro Tomioka Larry Rosensweig Morikami Citizens Advisory-Committee 100 N.W. 1ST AVENUE 305/278-2841 D£LRAY BEACH, FLORIDA 33444 December 14, 1976 Mr. John F. Dance, Director Parks & Recreation Department 2700 6th Avenue Lake Worth, Florida 33461 Re: Sister-City Dear Mr. Dance: As you know, the Delray Beach City Council, at its December 6th workshop meeting, determined to sponsor a sister-city relation- ship with Miyazu, Kyoto Prefecture, Japan as requested by your November 10th letter on behalf of the Board of County Commis- sioners. Formal action will be taken at the appropriate time. We are enclosing the required "U.S. City Profile" form for submission to Sister Cities International. We want to work closely with you on this, so if you have any input you want to give at any time please let Mr. Alfred Elliott or me know. Very truly yours, City Manager JEM:sk Encl cc: Commissioner W.H. Medlen Alfred Elliott U.S. CITY PROFILE City Delray Beach State Florida· GE,qE2AL CU.ARACTERISTICS Population: 28,065 Uetropolitan area (if applicable): Physical characteristics (regional center, suburb, rural, etc.): Regional Center Co,nnunity mix patter~) (pre.d.0.minately elderly[ etc.): Predomina. tely .e~derly 'Primary ethnic base (if applicable): Secondary' ethnic groups: ..... Black ECO~Ig. IlC CHARACTERISTICS Primary economic base: Tourism Caucasian Secondary econoraic industries/business: Small businesses Approximate occupational distribution (mostly white collar, professional, etc.): .Mostly whi~e colla~ and professional Local industries/business engaged in foreign-trade: None CULTURAL~ EDUCATI011AL ArID CIVIC CHARACTERISTICS Special activities/groups {symphony, drama, art, ballet, etc.) Playhouse, Morikami Park Museum Communications media: Radio WDBF · Ilewspapers Delray Beach ~ews Journa1 Radio Relay League No ~ioteworthy sports teams, etc.: Chapter of Amateur American Serai-~ro baseball and football, AAU b. asketball Uoted vocational and educational facilities: Florida Atlantic University (BQca '~aton); South Technical & Vocational Institute (Boynton Beach); · Community Schools Existing'international.exchange programs (exchange students, professional, techni- cal exchanges, etc.): Spanish speaking (Brazilian stqdents)~ IBM- Professional ~xchange program t.tajor civic groups (Rotary, Lions, Jaycees, 4-H, ~oy Scouts, etc.) and their international activities (if a.y):, Kiwanis, Rotary, Lionsj Jaycees, Boy.' Scouts, Girl Scouts, Civitan Club, Zonta Club, Federated Garden Clubs HISTORICAL CllARACTERISTICS · .Delray~ Michiqan Any particular historical hi.qhli.qhts and/or noted personalities: Mr. George Morikami, 'Mr. Warren' Grimes Named for settler who came fro~ .( FOREIGH AREA PREFERRED In light of the i,formation on this fom, have yo;; ·been able to identify graphic/world area preference? City(ie~: Mivazu · If so, please indicate: Country{les): ,~n~n ' .' ...... Uorld Area: Asiai,I H~tE ~..~ldon ~ariott TITLE City Manaqer ADDRESS 100 N. W. 1st Avenue CITY . Delray,Beach STATE Florida ZIP 33444 IIAYOF, James. 'H. ' Scheifl.e¥ ~: :'- -:] ' ADDRESSio0 N. W. 1st Avenue., ~ Delray Beach '~" Florida ZIP 33444 '.' RESOLUTION NO. 53-99 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, EXTENDING AN INVITATION TO THE CITY OF MOSHI, TANZANIA, TO ESTABLISH A SISTER CITY RELATIONSHIP WITH THE CITY OF DELRAY BEACH, AND INVITING THE PEOPLE OF MOSHI, TANZANIA, TO PARTICIPATE IN THIS MUTUALLY ADVANTAGEOUS PROGRAM. WHEREAS, the Sister City concept was inaugurated by the President of the United States in 1956 in an effort to establish greater friendship and understanding between the peoples of the United States and other nations through the medium of direct personal contact; and WHEREAS, all succeeding U.S. Presidents have endorsed the Sister City program, to be conducted for the broad purposes of the exchange of ideas and people between the citizens of the United States of America and the peoples of other nations; and WHEREAS, to implement this program, the City of Delray Beach and other communities throughout the United States have been requested by Sister Cities International to affiliate with cities in other nations of similar characteristics and mutual interests; and WHEREAS, the City of Delray Beach, Florida, by and through its elected City Commission, does recognize and endorse the Sister City program with the hope that it will lead to a lasting friendship between the people of Delray Beach and Moshi, Tanzania. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Commission of the City of Delray Beach, on behalf of the citizens of Delray Beach, does hereby extend an invitation to the government and the people of the City of Moshi, Tanzania, to establish a Sister City relationship with Delray Beach for the purpose of creating greater mutual understanding between the peoples of our two great cities and nations. Section 2. That the Mayor is hereby authorized to act as official representative of the City of Delray Beach in carrying out the Sister City program. Section 3. That copies of this Resolution shall be sent to the Mayor and Commission of the City of Moshi, Tanzania, Sister Cities International in Washington, D.C., the Embassy of Tanzania, and the United States Embassy in Tanzania, East Africa. PASSED AND ADOPTED in regular session on this the 7th day of September, 1999. 2 Res. No. 53-99 ~V-11999 MOSHI DIRECTOR: 54244 GENERAL LINE: 54371-4 FAX: 52344 Ref. No. MMC/C.40/27NoI.II/23. Mayor Jay Alperin, City of Delmy Beach, 100 N.W. 17 Avenue Delray Beach, Florida 33~.~.~.. MUNICIPAL MUNICIPAL HALL P.O.BOX 318 MOSHI. October 14, 1999 RE: SISTER CITY R;I 4TIONSHIP WITH THE crrY oF It is with reference to the above heading, we are greatly honoured to express our gratitude and appreciation for your interest and proposal of establishing an official linkage (SCP) with Moshi, extending an invitation and enabling us to participate in this mutually advantageous programme. We would however, first apologize for the delayed response, this is due to the democratic Administrative structure of the Council which requires participation of the Full Council (highest decision making organ) in discussing, suggestion and finally arriving at a mutually agreed solution to the benefit of both parties to the programme. The aims, objectives and purposes of the programme when taken all together will lead into a grater understanding and exchange of ideas between the peoples of Tanzania, the United States and other Nations and it will certainly and at one stage bring them much closer. Finally we wish you all the best of luck and success in winning the expected grant from the State of Florida. Our full Council at its regular session on 30~ September,1999 made the following resolution as avidence of its interest and intention to become member to this program RESOLUTION NO. 35/99 (attached) ATTEST: Denis N. Chuwa MAYOR 0.¢,~ Permanent Secretary MRALG, P.O. Box 1923, The Regional Commissioner P.O. Box 3070, HON. Mustafa Nyang'anyi, The Tanzania Ambassador to the U.S.A., 2139 R Street, N.W. Washington DC 20008, u.s.A, HON. Charles Richard Stitth, The Ambassador of United States of Amedca, P.O. Box 9123, The Permanent Secretary, Minist~ of Foreign Affairs and Int. Cooperation, P.O. BOx 9000, 2 MOShl MUNICIPAL COUNCIL (All ~n"ospondence bo addressed to the MunicTsl Director) MUNICIPAL HALL P, o. BOX ~18 NOSH! TANZANXA 2~/zo/ 99 D~.t,e ..................'[9 ...... Jay A1perin,~ City of DeX~ay ~ea=h~ 100 NV 17 Ave~ue~ DELRAT BEACH~ As promised i~ m~ earlie~ correspoadeaoo~J I herewi~ enclose Six copies of ~he 6~i~e to ~oshi to be dis~ri- buted to our f~iemds iu Del~a7 ~eac~¥' S~ Z? CERTIFICATION We, Lord Mayor and Municipal Director o£ the Cit3' ogMoshi, Tanzania, do hereby certify that the attached document is a true and correct copy of Resolution No. 35/99 as the same was passed and adopted by the Moshi Municipal Council in regular session on the 30th day og September, 1999. {D. N. Chuwa} MAYOR MUNICIPAL COUNCIL MUNIC1PA~DIRECTOR MOSHI. ' RESOLUTION NO: 35~99 A RESOLUTION OF THE CITY COUNCIL OF THE PEOPLE OF MOSHI EXPRESSING THE WILLAND INTENTION TO PARTICIPATE AND BE MEMBER TO SISTER CITY PROGRAMME WHERE AS, THE City of Moshi, Tanzania by and through its elected council, does recognize and endorse the sister City programme with the hope that it will be to a lasting friendship between the people of Moshi Municipality and Deiray Beach City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF MOSHI TANZANIA, AS FOLLOWS:- SECTION 1: That the Municipal Council of the City of Moshi, Tanzania on behalf of the citizens of Moshi does hereby express intention to the Government and the people of the City of Delray Beach to establish a Sister city relationship with Moshi for the proposes of creating greater mutual understanding between the people of our two great nations. SECTION 2: That the City Director is hereby authodsed to act as official representative of the city of Moshi in carrying out the Sister City Programme SECTION 3: That copies of this Resolution shall be sent to the Mayor and Commission of the City for Delray Beach, Florida, Sister Cities International in Washington, DC., The Embassy of the United States in Tanzania and the Embassy of Tanzania in the United States. PASSSED AND ADOPTED in regular Session on the 30th of September, 1999. ~ MOSHI '~ / FROM : SIMON RIND SCHMIDT FAX NO. : 5612658286 S~p. 12 2883 10:28AM Pi SIMON AND SCHMIDT, ATTORNEYS 100 N.E. Fifth Avenue, Suite A-1 Delray Beach, Florida 33483 (561) 278-2601 or ?37-8222 FAX NO. (S61) 265-0286 T~%NSMiTTAL COV~ sm~ET TO: Mr. Bob~cinski Fax No. From: David W. Schmidt, Esquire Time: Date: Sept~mberl2, 2003 By: Re: No.of Pages: 243-7199 10:20 a.m. ~ir~een (13) Includes cover CONFiDENTIALiTY NOTICE: THE DOCUMENTS ACCOMPANYING THIS TELECOPY TRANSMISSION MAY CONTAIN CONFIDENTIAL INFORMATION BELONGING TO THE SENDER. THE INFORMATION IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE. IF YOU ARE NOT THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY DISCLOSURE, COPYING, DISTRIBUTION OR OTHER TAKING OF ANY ACTION IN RELIANCE ON THE CONTENTS OF THIS TELECOPIED INFORMATION IS STRICTLY PROHIBITED. IF YOU HAVE R~CEIVED THIS TELECOPY IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE TO ARRANGE FOR RETUR~ OF THE ORIGINAL DOCUMENTS TO US. MESSAGE IF ANY: FROM : SIMON AND SCHMIDT FAX NO. : 5612650286 S~p. 12 2083 10:29AM P2 August 2_7, :~003 Department of State Division o~-COZl~oration$ Co~orate Filings FO Box 6327' Tallahassee,'Florida 32314 Re: $isber Cities of Delray Beach, Inc. Dear Ladies'and ~entlemen: ' Enclosed are.the original article._of incorporation for this corporation, along with a check in the amount of $7~.75 for the filing fee, Please return a =er~_ed copy. Sincerely yours, Davi~ W. 8chm/dt FROM : BIMON AND ~CHMIDT F~.X NO. : ~612650286 S~p. 12 2003 SiSTeR CZ~i~ O~ D~L~A¥ B~C~, Z1qC. We, the undersigned, do hereby associate ourselvee for the purpose of forming a co~oration not ~or '~rofi= to ~d un,er ~e ~rov~sio~ of ~p~er 617, Flori~ Statutes. ~ ~me o~ t~s co~orat~ fe Sister Citiee of Delray Beach, Inc., and i~s principal ~in~strative lo~ion s~11 · t 100 ~ 1~ Avenue, ~lray Be~Ch, Palm ~each CoWry, Flori~ ~TZ~ ZI= ~u~POB~ ~ p~Ses of t~s co~ion (a) To pr~=e Delray ~eao~ s ~t~ter city (b} To act and perfo~ ~e~uties of.2~ste~ or to act ~y other ~iduuia~ ca,city under ~y deed of t~st, will, codicil, a~eem~, whether oral or ~itt~n, or other inst~ment inci~tal =o or for t~ purpose of ca~'~yin~ out ~y of =h~ ~oregoing p~oses or ~d t~n~s k~ed David. W. Sohmidt, Esq. 100 NE Fifth Avenue Delray ~e&ch, FL 33483 F~ 355062 '*' Page 1 ~ I0 FROM : SIMON RI, ID SCHMIDT FAX ND. : ,~lk::)G50286 Sep. 12 2003 10:~RM P4 To ~o any othe~ act o~ thing incidental to or connectea with the foregoing pu-~0osee or ~ t~ ~anc~nu thereo~, bu~ no~ ~or.~e ~c~ia~ ~t or ~inancial gain o~ ~y of the me,ers o~ th~ co~ion. (d) ~is co~oration is ~anizea exclusiv~ly for ch~rit~le, religious," ~dUCational, an~ soienti~ic ~u~es, i~luding, 'fbr such ~oses, =he makin9 of ~stribu~ions to o~zatio~ ~at ~li~y t~at o~i~ations ~er S~tton ~01{=)(~) of =he Reven~ ~de, or t~' ~rreeponding s~c~ion of ~y furze f~eral t~ co~. (e) Notwl=~t~in~ any o~er provision~ o~these articles, the co~ora~ion shall~ou ~ on any o~her ac~ivi~ie~ not ~ermittmd ~o be c~i~d on {a) by a =o~oration ~empt f~m Federal I~ome T~ un, er Section S01(C)(~) of the Inhe~l aev~u~ Code, or ~he co~e~po~in9 sec=ion of any fu=ure ~eral =~ code, or (b) by a co~oration, con~ribu~ons to wh~c~ ar~ ~e~ucu~le ~r section 170 (c) (~ of th~ ~n~e~l ~v~ue or the co~esponding ~tion of any future feaeral code. NO ~aet of =he net ea~ng~ of'~ co~o~=i~ Bhall i~ure to ~enefit of any me,r, of~i=er ~e co~oration> or-any tnaf=idual. (except t~ rea~o~l~ co~en~ti~ m~ b~ ~afd for of t=s pu~os~s}, and no m~er,.'Bffic~r of =he c~oration, 0r FROM ; SIMON AND SCHMIDT FAX NO. : 5612658286 Sep. 12 2803 10:38AM P5 any private ~ndividual shall be ~titled to share .in the distribution of any of the corl~oTate assets on ~e~olution of ~he co~oratiOn. No s~tanti~ ~a=.~ of the ac~ivi~i~ of ~he co~ra=i~ shall be =he ca~i~on of propa~an~ a~temp=~g to influenc~ l~isla~n, an~ the co~o~ation shall no= par=to,pate in or inte~ (in=luain~ the~ublication 0r ~istr~ution of stau~mente) any ~lttical any can~t~te for D~l~c office ..... ~1 9er~on~ who are ~teres~d ~ 9r~oting uhe ac~ivities an~ 9~ose~ of ~h~s =o~oratt~hall be ~alifi~ to ~co~ m~er~ o~_~s co~orat~on, an~on ap~licat~on.may be ~lec~e~ co~oraUion, which may further ~it and p~scribe This co~ration s~ll hav~ pe~et~l ~iste~ce, unless ~iegolved aCcordeD ~o 1Aw; pro~, h~ever, t~t upon such dissolution of this co~o~ati~, .the aggets of ~e s=reet a~dre~s ~f =he.~=ial~r~ist~r~4. off~ co~ormtion is 100 N.E. ~if~ A~ue, Dmlray Bma~, F~ori~, DAVID W, S~IDT. FROM : SIMON AND SO~IDT FAX NO. : 5612650286 Sep. 12 200~ 10:~1¢~M membership, shall be empowered .to manage and adm~ister the a£fairs of this corporation between meetings. ARTIOL~ V'ZZI. ~OA~.D OF The names and addresses 0~ ~he persons who a~e to aerve as ~e~bere of the Board of Directof~u~il the ~irs~ electio~ or appointment un~r these Articles~of Incorporation'are: Charlotte ~. Durante Charlotte C. Adams John Du~ue Robert A. Hamilton Charles Kardiman Nancy Kin~ Theodore M~rahall, K~ozi M~nsah Brenda ~. Montague Morton Noble Beach, Florida ~3444 let Avenue Reach, Florida Beach, Florida'33444 1st Avenue Beach, ~lori~a ~3444 l~t Avenue Beach, Florlda.334&4 1~ A~enue Seach, Plorida 1st Avenue Beach, Florida let Avenue ~each, Florida 100 }~ let Avemue Delr~a~_Beach, Florida 334A& 100 ~' ls~ Avenue Delra~ Beach, Floricla ~444 100 N~--ist Avenue Delray"'Beach, Florida 100 N~lst Avenue Delray-~each, ~lorida Pag~ S o~ I~OM : SIMO~ AND SCHHIDT FAX NO. : 54S12650286 Sep. 12 2883 10:32AM P? Larry Rosenewei~ David W. Schmidt Bonnie Stelzer William F. wilsher. Wi11£am Woo~ John Ber~aett 10o .mw Delray 100 ~W Delr~ 100~w Delray 100~ Delray 100~W 100~w Delray let Avenue Beach, Florida 33A~ let Avenue Beach, Florida 33AAA lS~ Avenue Beach, Florida 3344A 15t Avenue Beach, Florida 33444 let Avenue Beach, Florida ~344A 1st Avenue Beach, Florida ~34A4 ARTICF~ /X. BY-LAW~ The members of this corp0rati~a shall have the power to adopt a set o£ By-Laws not inconsistent with the terms hereof, and the By-~aw~ of this corporatio~'may be made, al~ere~ or ~escinde~, in whole or in part, by.a majority vote of the members present in per,on at any repular o~i~..special mastic.of% the membersh/p of this corporation wher_~e a q~orum is present, provided that w~itten notice of s~L~nproposed c.han~e-or chan~es sBall have been mailed to each mem~-~r at least ten {10) days prior to such meeting. AATICL~ X. AMENDMENTS .. These Articles of Incozporatl~..~ may be amended_by the members of the cozloOxation at any~pular or sl~ec~al meeting, provided that notice of such proposed amendment or amendments shall have bean mailed to each me,er at least te.~ (10) days Page 6 c~ 10 FROM : SIMON AND SCHMIDT FP, X NO. : 5~1~:~50286 S~p. 12 2003 10:~2AM P8 amendment Or amendments shall have been submi~ed to _~he ~oard of Directors for .its consideration pr.i. or__ to such notice bein~ mailea =o =he members. The Board of D~rec~5~s may exl~ress i~s approval of =he me~ershi~ of the co~o~tio~. a~nd~n=~ o~ ~he ~ticles of Inco~ration must reo~ve the a~ent ~o ~e ~t~cle~ of Inco~a=~on, wh~ approved by State of Flori~ befo~ such amen~ or ef~c=ive. . . o~anizea for ~n-profit pu~ose~ '.~ part O~ ~y ne= ea~ing or assets the~of s~ll inure to the ~fit Of ~y mawr o~ any other indivi~al. The title =o all property of ~ co~rati~ s~ll b~ held in ~he ~me o~ ~e co,ration or ~ othe~ise may ~ provi~e~ ~urSu~= tO ~e authority of the ~icle~ By-Laws of the co~oration. ~y ~t, behest, ~evise or ~n~ion of ~y kind w~tso~er t~he co~rati~ o~ to its Board of Directors s~ll be d~eme~o vee~ title in .the Page 7 ~. FROM : SIMON AND SCHMIDT FAX NO. : 561&~S0286 Sep. 12 200~ 10:33AM P9 ~o~' ~issolution of the c~ora~ion, all of ,its re~g aft~ pa~en~ o~ all-~osts ~d ~ense~ of dissolu=ion shall be distribu~ to ~e o~ more ~ganizations which the~elves a~ e~mpt as ~x~t~ations des~r~ed in ~01 (c) (~) o~ the. Inte~l Reve~ Code of 195A om sectio~ of ~y prior or future~tar~l Rev~ue '~de, Federal, 8'tate or Local ~ove~ for ~clusive ~ublic pu~ses, ~d none of th~ asseta will b~ ~stribu=m~ to any me.er, or Director of ~h{s co~oration.~ ~ ~88 ~0F, I, th~ ~si~e~ s~sc~bi~ inco~orator, has here~o set ~ h~d and ~eal, Uhis ~ day of Au~st. 2003, ~or =he pu~'~se~of fo~ t~s ~oratio~ not for profit ~der the laws of =he. tats of FROM : SIMON AND SCHMIDT FAX NO. : $6126~0286 STATE OF FLORIDA- -' COUNTY OF PAI.~ ~EACH "' ~efo~ ~e, ~ Not&~ Pdbl~u~h6rt~.ed ~o ~ ac~led~nts ~ the State ~d-Co~ty set forth personally appeared David W. S~d~, ~o~ to ~ ~ ~o~ to ~he ~reon W~ exerted the for~in~ ~ticles o~ and hha= ~ ~ecuted those ~i~s o~ I~o~oYat~on. IN WI~SS ~OF, I ~ve ~reuDto ~t ~ ~ ~d affixed my off~cial ssal in ~h~ State a~ico~ty aforeeai~, this ~y of Au~t, 200~. State of Page 9 o.~'~ 10 N-ROM : SIMON AND SCHMIDT FAX NO. : 5612650286 See. 12 2883 10:34AFI Pll In ~su~c~ of C~t~r 48~91,__ ~lor~a S~a~uCes, ~011owing iS s~i=ued in c~li~ce with ~ said Act: F~rst - tha~. SIS~ CITIES ~g DE~Y B~, INC., =o o~gani=e un,mr =~ laws of t~ Sta~e of Flori~, with its principal office, as i~cated ~%he ~ticles of Inco~ration in th~ Cowry of ~alm Bea~, sta~ of Flori~, has ~med DAVID W. S~IDT, located at 100 N.E. Fif~ Avenue, Delray Beach, Florida, Having been named to ac=apt ~ervice of prooess for hhe abov~ s~ated corporation, at place deBi~nated in thie c~r~ificate, I hereby accept to act in this capac'lnty and agree to comply with the pmovieions of sala Act relativ~to keeping open ~aid office. DAVID. W. SC~MIDT = -- " a-gi~er-d Agent SIMON Ab-D SC~IDT, ATTORNEYS 100 N.E. Fifth Avenue, Suite A-1 Delray Beach, Florida 33483 (~61) 278-2601 o= 737-8222 FA]( NO. (561) 265-0286 To: Mr. Bo~Barcinski Fax ~o. 243-7199 Prom: 'David W. $ch, ldt, Esquire Time: 10:20 a.m. Date: Sep~ 12, 2003 .... By; Re: No.of Pages: Tn~ (13) includes cover CONFZDENTT_ALZ~ NOTICE: T~E DOCUMENTS ACCOMPJLNYING THIS TELECOPY TRANSMISSION MAY CONTAIN CONFIDENTIAL INFORMATION BELONGING TO THE SENDER. THE INFORMATION IS INTENDED ONLY POR THE USE OF THE INDIVIDUAL OR BNTITY NAMED ABOVE. IF YOU ARE NOT TH~ INTENDED R~CIPIENT, YOU ~ HEREBY NOTIFIED THAT ~ DISCLOSURE, COPYING, DISTRIBUTION OR 0T~ER TAKING OF ANY ACTION IN RELIANCE ON THE CONTENTS OF THIS TELECOPIED INFORMATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED T~IS TELECOPY IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY T~LEPHOA~E TO ARRANGE FOR RETURN OF THE ORIGIN/GL DOCUM~S TO US. MESSAGE IF ANY: EId K~S£:0I £0i5E EI 'dF 98~0c9EI9S : 'ON X~_4 I~IWHOS (/NW NEiHIS : 140~ £~d Only / 9B~0S9~9S : 'ON X~3 300022202803 .' .L(IINH3S ~NU NONI$ : NO~_-I February 14, 2003 FLORIDA DEPARTMENT OF STATE Ken Detzner Secretary of State DELRAY BEACH SISTER CITIES COMMITTEE, INC. 100 N.W. IST AVE. DELRAY BEACH, FL 33444 SUBJECT: DELRAY BEACH SISTER CITIES COMMITTEE, INC. DocuMENT NUMBER: N9,~000000910 In compliance with the request on your 2003 Annual Report/Uniform Business Report, the certificate of status for the subject corporation is enclosed. Should you have any questions regarding this matter, please telephone (850) 488- 9000. Division of Corporations Division of Corporations - P.O. BOX 1500 - Tallahassee, Florida 32302 I certify from the records of this office that DELRAY BEACH SISTER CITIES COMMITTEE, INC. is a corporation organized under the laws of the State of Florida, filed on February 22, 1994. The document number of this corporation is N94000000910. I further certify that said corporation has paid all fees due this office through December 3 I, 2003, that its most recent annual report/uniform business report was filed on February 13, 2003, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. CR2E022 (1-03) Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Fourteenth day of February, 2003 eeretarl~ M~tate Division of Cor~brations P.O. Box 6327 Tallah~ssee, Florida_ 32314 January 18, 2000 Delray Beach/Miyazu Sister City Committee, Inc: Document Nuraber N94000000910 Dear Ladies and Gentlemen: Enclosed please, find the Articles of Amendment to the Articles of Incorporation of Delray Beach/Miyazu Sister City Committee, Inc. This amendment changes the name to Delray Beach Sister Cities Committee, Inc. A check in the amount of $35.00 is enclosed for the filing fee. Please send proof of the filing of the amendment to my office. Thank you for your consideration in this matter. Sincerely yours, David W. Schmidt v, SHEP^RD d tl 2 7 2000 DEL~Y B~CH/~YAZ= SISTER CI~ CoreTtE ~C ~ ~- B~/MIYAZU SIS~R CI~ CO~I~EE, ~., is amended by deletin~ ~ the existing ~ticle I ~d s~stitutin~ the following: "ARTICLE I. NAME The name of this corporation is DELRAY BEACH SISTER CITIES COMMITTEE, INC.] and it~ principal acIm~nistrative location shall be 100 N.W. 1't Avenue, Delray Beach, Florida 33444." 2. Article· II of the Articles ~Incorporation of DELRAY BEACH/MIYAZU SISTER CITY COMMITTEE, INC., is amended by adding the following subsections (d) and (e): "{d) This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the maki.n~g of distributions to organizations that qualify that exempt 'organizations under Section 501(c)(3) of the Internal Re~nue Code, or the corresponding section of any future federal tax code. (e) Notwithstanding any other provisions of these articles, the corporation shall not carry on any'Dther activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501..{c).(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of..the Internal Revenue Code, or the corresponding section of any future federal tax code." . " ' . mendment was adopted by the board of · 3. The foregoing a dzrectors o~ this corporation on /%u~us.~_~_10. 19R9-- 4. There are .no me, ers entitled-~- vote o~ this amendment- I1~ W~TNESS WHERE0~, the undersigned president and secretary of this corporation have executed thes~articles of amendment on October ~-~--' ~9~g: 'sTATE OF cOLTNTY oF.~A'I~BEAC't{ ............. B~O~4E this day personally red DAviD W. SC/~4~DT and c/~oTTEDUR~, president and Secrg~'--ary respectively of Delray BeaCh/MiyaZU Sister City c°~mittee' In~....,. a Florida corporation, whO acknowledged before me that they e~cuted the foregoing · o~ behalf articles o~ amendment t9 the articles:'-q~'-'-inc°rpOrati°n o~ the corpOration, and who. are perSOnallY known and did ta~e oath. seal-~ the county and state WIT~ESS my hand and official last a~oresai~ print Name: ~y commission ARTICLES OF INCORPORATION OF DELRAY BEACH/MIYAZU SIS'£~ CITY COMMI',u'~;F,, INC. (A Corporation Not For Profit) SUB. MI'FlED FOR FILING SECRETARY OF STATE TALLAHASSEE, FLORIDA We, the undersigned, do hereby associate ourselves together for ~he purpose of forming a corporation not for profit pursuant to and under the provisions of Chapter 617, Florida Statutes. ARTICLE I. NAME The name of this corporation is DELRAY BEACH/MIYAZU SISTER CITY C05~I'rr~E, INC., and its principal administrative location 64 SE 5th Ave. shall be in~Delray Beach,~ Palm Beach County, Florida, at such 33483 place as the Board of Directors may hereafter elect. ARTICLE II. PURPOSES The purposes of this corporation are: (a) To receive and administer funds for the advancement of relations between the citizens of the City of Delray and the citizens of the City of Miyazu; Japan. (b) To act and perform the duties of trustee or' to act in any other fiduciary capacity under any deed of trust, .will, codicil, agreement, whether oral or written, or other instrument incidental to or for the purpose of carrying out any of the'foregoing purposes or matters and things kindred thereto. (c) To do any other act or thing incidental to or connected with the foregoing purposes or in the advancement thereof, but 'not for the pecuniary profit or financial gain of any of the members of the corporation. No part of the net earnings of the corporation shall inure to the benefit of any member, officer of the corporation, or any private individual (except that reasonable compeqsation may be paid for services rendered to or for the corporation affecting one'~ or u~Dre of its purposes), and no member, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall 'be the caroling on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distrit~dtion of statements) any-po~itica~ campaign On behalf of any candidate for public office. ARTICLE III. QUALIFICATION OF MEMBERS All persons who are interested in prom~ting the activities and purposes of this corporation shall be qualified to become members of this corporation, and upon application may be elected to membership as hereinafter provided for in the By-Laws of this corporation, which may further limit and prescribe the qualifications of members. ARTICLE IV. TERM OF EXIS'£a~CE This corporation shall have. perpetual existence, unless dissolved according to law; provided, however, that upon such dissolution of this corporation, the assets of this corporation shall be distributed as hereinafter provided. ARTICLE V. REGISTERED OFFiCEANDAGENT The street address of the initial registered office of this corporation is 100 N.E~ Fifth Avenue, Delray Beach, Florida, and' the name of the initial registered agent of this corporation is DAVID W. SCHMIDT. ARTICLE VI. SUBSCRIBERS ~ The names and residences of the subscribers to these Articles of IncorporatiOn are: NAME RESIDENCE William Wilsher 1500 N. Swinton Avenue Delray Beach, Florida 33444 David W. Schmidt 2907 S.W. 21st Terrace .... Delray Beach, Florida 33445 .-~TICLE'~VI,I. ~ne affairs of this corporation spiel1 be governed as follows: This corporation shall be managed by a President, a Vice President, a Treasurer, and a Secretary, and such additional officers as will be provided for in the By-Laws, and by a Board of Directors composed of not less than three nor.more than twenty members. A majority of the members qualified and acting as'such Board of Directors shall constitute a quorum for business. The Officers and Directors shall be elected annually by the active members of the corporation at the annual meeting, and shall hold office for one year or until their successors are duly elected and qualified. The manner of selecting the time and place of the annual meeting, and of such additional regular or special meetings as ma~ be held, and the manner of voting therein, shall be prescribed in the By-Laws of this corporation. Vacancies, either by death, resignation or removal, st~ll at ali times be filled for the remainder Of the unexpired term in accordance with the provisions of the By-Laws. The officers of this corporation, subject to the By-'~aws and the mandates and 'directions of its board of Directors and the membership, shall be empowered to manage and administer the affairs of this corPoration between~ m'eetings. The President is further empowered to appoint committees to investigate any matter pertainin9 to the corporation, and to make findings and present recommendations to the Board of Directors. · ARTICLE VIII. OFFICERS The ~J~r~,es of the Officers ~ who sl~ll 'admd~_ister the affairs of this coz'poration lhntil the first election or appointment under these Articles of Incorporation are: President Secretary Treasurer ARTICLE IX. William Wilsher Robert Barcinski Robert Barcinski BOARD OF DIRECTORS The names and addresses of thepersons who are to serve as members of the Board of Directors until the first election or appointment under these Articles of IncorPoration are: NAME William Wilsher David W. Schmidt ADDRESS 1500 N. Swinton Avenue Delray Beach, Florida 33444 2907 S.W. 21st Terrace Delray Beach, Florida 33445 Pat Healy-Golembe Charles Hardiman Janes Mihori August Urdl William Wood Charlotte Dur~unte Larry Rosensweig Charles Eschenberg Mavis Al!red K±m Hubert Elizabeth Merrell Robert Barcinski 2000 S. Ocean Boulevard Delray Beach, Florida 33483 Fisher Lane Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida'33483,' 64 S.E.. Fifth Avenue Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida 33483 4000 Morikami Park Road . Delray Beach, Florida 33446 64 S.E. Fifth Avenue Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida 33483 64 S.E. Fifth Avenue Delray Beach, Florida 33483 100 N.W. 1st Avenue Delray Beach, Florida 33444 ARTICLE X. BY-LD~qS The members of this corporation shall have the power to adopt a set of By-Laws not inconsistent with the terms hereof, and the By-Laws of this corporation may be made[ altered or rescinded, in whole or in part, by a majority vote of the members present in person at any regular or special meeting of the membership of this corporation where a quorum is present, provided that written notice of such proposed change or changes shall have been mailed to each member at least ten (10) days prior to such meeting. ARTICLE' XI. AMENDMENTS These Articles of Incorporation may be amended blz the members of the corporation at any regular or special meeting, provided that notice of such proposed amendment or amendments shall have been mailed to each member at least ten (10) days before such meeting and provide further that such proposed amendment or amendments shall have been submitted to the Board of Directors for its consideration prior to such notice being mailed to the members. The Board of Directors may express its approval or disapproval, but final action thereon is subject to the vote of the membership of the corporation. Any sUCh amendment or amendmeD, ts o.[ the 7~'t;icles of inco~-poration :nust-recei~ze the '..: ." affir,,~tive vote 'of the majority 'o~. :the me~3ers present axld ' votihg at such meeting, provided a quorum is present. Any amendment to the Articles of Incorporati°n, when approved by the membership, must be filed with an approved by the Secretazy of State of Florida before such amendment or amendments shall become effective. ARTICLE XII. This corporation does not contemplate the distribution of gains, profits or dividends to the members thereof, and is organized for non-profit purposes; no part of any net earning or assets thereof shall inure to the benefit of any member of any other individual. ARTICLE XIII.. TITLE TO PROPERTY The title to all property of the corporation shall be held in' the name of the corporation or as otherwise may be provided pursuant to the authority of the Articles of Incorporation and By-Laws of the corporation. Any gift, bequest, devise or." donation of any kind whatsoever to the corporation of to its Board of Directors shall be deemed to vest title in the corporation. ARTICLE XIV. DISTRIBUTION UPON DISSOLUTION Upon dissolution of the corporation, all of its assets remaining after Payment of all costs and expenses of such dissolution shall be distributed to one or more organizations which 'tiger,s, elves ~]re exen~pt as c. rg~izat~ons described i~, Sectic~ b01 {c) (3~ of the Interr~i Revenue Code of 1954 or co£respo~ding - sections of any prior or future ~nternal Revenue Code, or to the Federal, State or Local government for exclusive public purposes, and none of the assets will be distributed to any member, officer or Director of this corporation. IN WTI~IESS WHEREOF, we, the undersigned subscribing incorporators, have hereunto set our hands and seals, this /~ day of .A~%3~. , 1994, for the purpose of forming this corporation not for profit under the laws of the State- of Florida. ~illiam Wilsher ~ avid W. Schmidt -- STATE OF FLORIDA COUNTY OF PALM BEAC~ ] Before me, a Notary Public authorized 'to take acknowledgements in the State and County set forth above, .. personally appeared WILLIAM WIISHER and DAVID W. SCHMIDT," known to' me and known to 'be the persons who executed the foregoing Articles of 'Incorporation, and that they executed those Articles of -Incorporation. IN WITNESS wHEREoF, I have hereunto set my hand and affixed · my official Seal in the State and county aforesaid, this day of February, 1994. Scare of Florida My con~nission expires: (sEnn) CERTIFICA'~ DESIGNAT//9~ PLACE OF BUSINESS OR DOMICILE FOR T~E SERVICE OF PROCESS WITHIN THE STATE, AIAMIN~ AGENT UPON WHOM PROCESS MAY BE SER¥.:u In pursuant of Chapter 48.091, Florida Statutes, the following is submitted in compliance with the said Act: First -. that DELRAY BEACH/MIYAZU SISTER CITY CC~I'ri'~:E, INC. desiring to organize under the laws of the State of Florida, with its principal office, as indicated in the Articles of Incorporation in the County of Palm Beach, State of Florida, has named DAVID W. SCHMIDT, located at 100 N.E. Fifth Avenue, Delray beach, Florida, as its agent to accept service of process within the state. ACKNOWr .~T .- · Having been named to accept service of process for the above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity and agree to comply with the provisions of said Act relative to keeping open said office. DAVID W. S(/qMIDT Registered Agent BY-LAWS OF THE o"t 4.,.a Aeo, 0 DELRAY BEACH SISTER CITIES ARTICLE I. ORGANIZATION Section 1. The name of the Corporation shall be (?)Delray Beach Sister Cities(?). It shall operate as a not-for-profit charitable corporation under the laws of the State of Florida. Section 2. The principal objective of this Corporation is to advance relations between the citizens of the City of Delray Beach and its environs and the citizens of its Sister City affiliates. Section 3. The property, business, and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all powers of the Corporation, except those that expressly conferred upon or reserved to the members. Section 4. Consistent with the Corporation's not-for-profit status, no part of its net income or assets shall be distributed to, or inure to, the benefit of any Officer or Director. ARTICLE II. MEMBERSHIP Section 1. Membership in the Corporation shall be open to individuals and businesses resident in the City of Delray Beach and surrounding communities who support the advancement of the ideals of the Sister Cities relationships between the City and its Sister City affiliates. Section 2. Membership shall be conferred upon payment of annual dues, which shall be determined by the Board of Directors from time to time. Dues may be prorated and/or extended during the calendar year, at the discretion of the Board. Section 3. The Board of Directors may authorize the dropping from membership of those in arrears. Section 4. All members in good standing shall have equal privileges to participate in the deliberations of the annual or any special membership meeting. All such members present, in person or by proxy, shall be entitled to vote upon any election or question ARTICLE III. MEETINGS OF THE MEMBERS ~. There shall be an annual meeting of the members of the Corporation at a time and place designated by the Board of Directors. This meeting shall be a general meeting for the purpose of electing Directors and Officers, and for the transaction of any other business within the powers of the Corporation, without special notice of such business. Directors and Officers shall be elected by a majority of members of the Corporation present, in person or by proxy, at the annual membership meeting on the basis of recommendations by the Nominating Committee and/or nominations from the floor. ~. In the event that more than 21 persons are nominated for Director and/or more than one person is nominated for a given office, the following procedures shall be employed: the members present shall write their choices for Directors and/or their choice for each contested office on a ballot. The current Secretary shall collect and tabulate the ballots and announce the results. a. The 21 candidates receiving the highest number of votes among the nominees for Director shall be elected as such. b. If no nominee for a particular office receives a majority of the vote, only the two nominees receiving the highest number of votes shall be considered, and the process of voting shall continue until one nominee receives a majority. Section 3. Written notice of the annual meeting shall be mailed to all members at least 21 days before the meeting. The notice shall be -2- addressed to the members' addresses as they appear on the books of the Corporation. At a minimum, the notice shall state the place, date, and time of the meeting and that officers and directors will be elected. Section 4. Special meetings of the members may be called at any time by the President, by a majority of the Board of Directors, or by ten per cent of the total number of members in good standing. Each such meeting shall be held at such place in the city of Delray Beach as shall be named in the notice of such meeting. No business shall be transacted at any special meeting except that specifically named in the notice thereof. Section 5. Written notice of a special meeting of the members shall be mailed to all members at least 21 days before the meeting. The notice shall be addressed to the members' addresses as they appear on the books of the Corporation. At a minimum, the notice shall state the place, date, and time of the meeting and a brief summary of the business proposed to be transacted at the meeting. Section 5. At all meetings of members, the presence, in person or by proxy, of [a maiori _tyl [20 percentl [ten percentl of the members shall be necessary to constitute a quorum. All motions shall be carried by a majority of the members present, in person or by proxy. - ARTICLE IV. BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of not less than five (5) nor more than twenty-one (21) Directors. Directors shall be elected at the annual meeting of the members of the Corporation, as aforesaid. Sec~on 2. The te~-m of office of Directors shall be one (1) year, or until such time as a successor director is elected. Section 3. In addition to support for the ideals of Sister City relationships, members nominated for Director shall have demonstrated outstanding qualities of leadership and managerial ability and a personal intention to advance relationships between the City of Delray Beach and its Sister City affiliates, as well as between their respective citizens, through dedicated service to the Corporation. Section 4. In the event of any Director's prolonged absence, resignation, or inability or refusal to fulfill his or her responsibilities, the Board of Directors may, at any Board meeting, elect a successor to perform his or her duties for the remainder of the unexpired term. Section 5. Regular meetings of the Board of Directors shall be held monthly. The day, time, and place of the meetings shall be determined by the President of the Corporation. Section 6. Special meetings of the Board of Directors may be called from time to time by the President or three or more Directors. The notice for a special meeting shall briefly indicate the objects thereof and the nature of the business to be considered. No business except that stated in the notice shall be transacted at a special meeting. Section 7. Except in case of emergency, notice of each meeting, regular or special, shall be mailed, e-mailed, or faxed to all Directors not less than five (5) days before such meeting. A Director may waive such notice. Section 8. A majority of the Directors then in office shall constitute a quorum at any meeting of the Board and all questions shall be determined by a majority vote of the Directors present, in person or by proxy. Written proxies, general or special, shall be accepted for any purpose at a meeting of the Board. Meetings may be conducted, or one or more Directors may participate in meetings, by conference telephone, facsimile machine, or similar communications medium, provided that all participants in such meetings are able to hear or receive and to respond to such communications. Section 9. The President, or if absent, the Vice-President, shall preside at meetings of the Board. In the absence of both these officers, the Board may appoint any Director to preside. a. The order of business at regular meetings of the Board shall be as follows unless otherwise determined by the presiding officer or a majority of the Directors present: 1. Roll call -4- 2. Agenda approval 3. Action on minutes of previous meeting(s) 4. Treasurer's Report 5. Election of replacement Directors and/or Officers 6. Appointments to Committees 7. Committee reports 8. Other reports 9. Unfinished business 10. Original resolutions 11. New business 12. Adjournment b. The procedures and form of Roberts Rules of Order shall be followed to the maximum extent practicable at all meetings of the Board. ~. Directors shall not be compensated for performance of service for t_he Corporation, but may be reimbursed for expenses incurred on its behalf, if specifically authorized by the Board of Directors. ARTICLE V. OFFICERS Section 1. The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time establish. Officers shall be elected, from among the Directors, at the annual membership meeting as aforesaid. Section 2. Their tern, of office shall be one (1) year, or until such time as a successor is chosen and qualified. Vacancies during a tec~,, shall be filled for the unexpired portion thereof by a majority vote of a quorum of the Board of Directors at any Board meeting. Section 3. In the event of prolonged absence, resignation, or inability or refusal to fulfill his or her responsibilities on the part of any Officer of the Corporation, the Board of Directors may appoint a successor to perform his or her duties for the remainder of the unexpired term. Section 4. The President shall act as the Executive Director and Chief -5- Executive Officer of the Corporation. S/He shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perfox-m such other duties as may be assigned by the Board of Directors. S/He is authorized to execute in the name of the Corporation, with the Secretary attesting, all certificates, contracts, deeds, notes, and other documents or legal instruments authorized or issued by the Board of Directors. In addition to chairing the Executive Committee, the President shall be an ex-officio member of all other committees. Section 5. The Vice President, at the request of the President, or in his or her absence or inability to act, shall ,perform the duties and exercise the functions of the President. the Vice President shall have such other powers, and shall perform such other duties, as may be assigned to them by the Board of Directors or by the President. Section 6. The Secretary shall keep full and accurate minutes of all meetings of the members, the Board of Directors, and the Executive Committee. S/He shall see that all notices required by these By-Laws are duly given in accordance therewith. S/He shall attest documents executed by the President in the name of the Corporation and, when required affrx the Corporation's seal thereto. The Secretary shall have charge of all official records of the Corporation, which shall be open for examination by any [Director] [member] at reasonable times. S/He shall perfosm such other duties as are incident to this Office and as may be assigned by the Board of Directors or the President. Section 7. The Treasurer shall see that all funds of the Corporation are maintained in accordance with policies and procedures established by the Board of Directors or the Finance Committee. S/He shall exercise such authority to accept gifts, collect revenues, and make routine expenditures as delegated by the Board, the Executive Committee, or the President. The Treasurer shall audit all receipts and vouchers for payment made to, and all vouchers and checks made by, the Corporation, and shall maintain a full and accurate account of all monies received and paid out. S/He shall render to the Board of Directors an account and statement of all financial transactions at each meeting of the Board and at such other times as the Board may determine, and shall make the books and accounts available for examination by any [Director] [member] at reasonable times. S/He shall perform such other duties as are incident to this Office and as may -6- be assigned by the Board of Directors or the President. Section& Officers shall not be compensated for perfo~,ance of service for the Corporation, but may be reimbursed for expenses incurred on its behalf. Section 9. All Officers of the Corporation will be authorized to sign Corporation checks. Any check, other disbursement of corporate funds, or disposition of corporate assets shall require the signature of at least two (2) Officers. ARTICLE VI. STANDING COMMITTEES Section 1. Standing committees are pesmanent committees the membership of which shah consist only of Directors and Officers, and include the Executive Committee and the Finance Committee. Members of standing committees shall serve until their successors are chosen and qualified. Actions of standing committees are subject to review by the Board of Directors, except when authority to act is specifically granted herein or by prior action of the Board of Directors. Section 2. The Executive Committee shall consist of the President, the Vice President, the Secretary, the Treasurer, and the Chairs of the 'Continuing Committees. R shall have and may exercise all powers and authority of the Board of Directors when the Board is not in session, subject to such restrictions as the Board may specify from time to time, and to the limitations that the Committee shall have no authority to alter the Corporation's Articles of Incorporation or By-Laws or to elect Directors or Officers. Section 3. The Executive Committee shall meet at the call of the President. The presence of a majority of the members shall constitute a quorum and the affirmative vote of a majority of the members present shah be necessary for the adoption of any motion. When urgency precludes a formal meeting, matters may be handled by mail, telephone, facsimile, or e-mail, aH confirmed in writing. Actions of the Executive Committee shall be reported promptly to the Board of Directors and shah be included in the minutes of the Board. No subsequent revision of the Executive -7- Committee's action by the Board shall adversely affect the fights of third parties. l~e, Cl~II~. The Executive Committee shall act as the Finance Committee, which shall make recommendations to the Board of Directors regarding the highest and best use of all funds. The Finance Committee shall hold and convey aH corporate assets and shall designate such persons as it deems proper to have access to the securities and other negotiable instruments of the Corporation. ARTICLE VII. CONTINUING AND SPECIAL COMMITTEES ~. Continuing committees shall be established for each Sister City affiliate. Each committee shall be responsible for fund raising and establishing and implementing programs and projects for its 'affiliate, and shall make reports and recommendations to the Board of Directors. Section 2. The membership of continuing committees, which shall include at least one member of the Board of Directors shall be appointed by the President with the advice and consent of the Board. The President shall appoint the chair of each continuing committee from among the members of the Board. - Section 3. Special committees to accomplish any objectives affecting the interests of the Corporation may constituted by the President with the advice and consent of the Board of Directors. Such committees may be of definite or indefinite duration. The membership of a special committee will be appointed by the President and shall include at least one member of the Board. Section 4. The President shall appoint annually a Nominating Committee to recommend Directors and Officers for election at the annual membership meeting. Section 4. The actions of any continuing or special committee shah be subject to review by the Executive Committee and the Board of Directors,, except when authority to act is specifically granted herein or by prior action of the Board of Directors. -8- ARTICI.F. VIII. INDEMNIFICATION Section 1. The Corporation may, to the maximum extent permitted by law, indemnify an officer, director, employee, agent, or volunteer who was or is a party to, or is threatened with, suit or other legal proceeding by reason of actions that person took in good faith in the service of the Corporation. Section 2. An indemnification shall be made the Corporation only upon a specific determination by a majority of the Directors who are not party to the suit or other legal proceeding. .'. ~. The Corporation may purchase and maintain insurance on behalf of its Officers, Directors, employees, agents, and/or volunteers against any liability arising out of their status as such. ARTICLE IX. DISSOLUTION ~XimLL In the event of the Corporation's dissolution, all of its assets shall be distributed to the City of Delray Beach, if, at that time, the City is eligible under Federal tax law to receive such distributions. If it is impractical, illegal, or impossible to distribute the Corporation's assets to the City, they shall be distributed to such qualified charitable organization(s) as the Board of Directors shall deteoiiine. Any corporate a~sets not so distributed for any reason shall be disposed of as determined by the Circuit Court for the County of Palm Beach to organizations that are organization exclusively for charitable purposes. ARTICLE X. AMENDMENTS Section 1. The Corporation's Articles of Incorporation may be amended at any meeting of the Board of Directors, by resolution approved by the affirmative vote of a majority of the entire Board, subject to the approval of the Secretary of the State of Florida. as required by law. Written notice, including the text of the proposed amendment(s), shall be provided to each Director at least fifteen (15) days prior to the meeting at which the Board is to vote on the proposed changes. A Director may waive such notice in writing. -9- ~. The Corporation's By-Laws may be amended at any meeting of the Board of Directors, by resolution approved by the affirmative vote of a majority of the Directors present. Written notice, including the text of the proposed amendment(s), shall be provided to each Director at least fifteen (15) days prior to the meeting at which the Board is to vote on the proposed changes. A Director may waive such notice in writing. APPROVED AT A DULY CONVENED Iv~-~NG OF THE BOARD OF DIRECTORS ON __ ., 2003. ,. By: President Attest: Secretary -10- £1TY OF DELIII:iY BE~£H DELRAY BEACH AlI-Nnerlca C~ 1993 100 N.W. 1st AVENUE · DELRAY BEACH, FLORIDA 33444 · 561/243-7000 MEMORANDUM TO: FROM: DATE: Sister Cities Committee David Schmidt November 5, 1999 Attached is an addendum to the Agenda for Tuesday's meeting. AMENDED AND RESTATED BY-LAWS OF THE DELP. AY BEACH SISTER CITIES COM/~ITTEE, INC. ARTICLE I BOARD OF DIRECTORS Section 1. NI/MBER, QUALIFICATIONS, TERMS OF OFFICE AND MANNER OF SELECTION The number~ qualifications, terms of office and manner of selection of the Board of Directors shall be as follows: (a) There shall be a total of not less than five (5) nor more than twenty (20) Directors. In addition to the qualifications for Directorship set forth, in Article III of the Articles of Incorporation, each person nominated shall have demonstrated outstanding qualities of leadership and managerial ability, and a personal intention to promote the advancement of the ideals of Sister Cities relationships through dedicated service to the Committee. The role of the Directors is to give counsel a~d guidance and to adhere to sound administrative procedures. (b) Directors shall be appointed by the Mayor, upoin recommendation of the President. The terms of office of Directors shall be one (1) year in length, or until such time as the appointment of a successor director. Vacancies occurring during a term shall be filled for the unexpired portion thereof by appointment by a majority vote of the remaining Directors. Section 2. MEETINGS (a) Meetings of the Board of Directors shall be called by the Secretary at the request of the President, and shall be held monthly. The day, hour, and place of the meetings shall be determined by the President. The business transacted shall be as provided in the Articles of Incorporation and these By-Laws and any other such business as may be brought before the meetings. (b) Special meetings of the Board of Directors may be called from time to time by the President of the Corporation or three of more Directors. (c) A majority of the Directors then in office shall constitute a quorum at any meeting of the Board of Directors or Committees thereof (except for the Executive Committees as set forth in Article III, Section 2 (d) hereof) and all questions shall be determined by a majority vote of the members of the Board in attendance. (d) Notice of each meeting, annual or special, shall be mailed by the Secretary to Directors not less than ten (10) days next preceding any such meeting. In the event the notice is of a special meeting, such notice shall indicate briefly the objects thereof and the nature of the business to be considered. No business except that stated in the notice shall be transacted at a special meeting except by the unanimous consent of the Directors present. When a quorum is present at any such meeting, a waiver of notice of such meeting or the objects thereof by a majority of all members shall be as effective and have the same force and effect as though all mer~Ders had waived the requirements of this paragraph as to such notice. (e) The President, or in his absence, the Vice-President of the Corporation shall preside at meetings of t Board of Directors. In the absence of both of these officers from any meeting, the Board may appoint any Director to preside. The Secretary of the Corporation shall keep minutes of the proceedings of all the meetings of the Board of Directors in a bound book of which the said Secretary shall have custody. Minutes of any meeting shall be presented by the Secretary to the next meeting of the Board of Directors for action. (f) Meetings may be conducted by conference telephone, facsimile machine, or similar communications equipment provided all persons participating in such meetings are able to hear, receive, and respond to such communications. (g) Proxies, general or special, shall be accepted for any purpose in the meeting of the Board of Directors or committees thereof. (h) At the beginning of any meeting, the Secretary shall call the roll, and after the roll call the Chairman of the Corporation shall announce the presence or absence of a quorum. The toll shall thereafter be called upon the request of the Chairman of the Corporation or any Director and after each call the presence or absence of a quorum shall be announced. (i) Order of business. The order of Business at all meetings of the Board of Directors shall be as follows unless otherwise deterr~ined by the President of the Corporation or a maj o~ o of the directors present: Roll call. Action on minutes of the last meeting. Election of new Directors of the Corporation and appointments to committees of the Board of Directors at the meetings designated for that purpose. Reports of standing committees. Reports of continuing committees. Reports of special committees. 8. 9. 10. 11. 12. Reports of officers of the Corporation. Other reports. Unfinished business. Original resolutions and new'business. Election of Officers of the Corporation at meetings designated for that purpose. Adjournment. (j) The procedures and form of Roberts Rules of Order shall be followed at all meetings of the Board of Directors. (k) The Directors will not be compensated for performance of services to the corporation, but may by resolution of the Board of Directors be reimbursed for expenses incurred 6n behalf of the corporation. ARTICLE II POWERS ~ DUTIES OF OFFICERS Section 1. ELECTION OF OFFICERS (a) Rt the annual meeting each year, called in accordance with ARTICLE I, Section 2 paragraph (a), the £c~rd of D~eo.~rs shall elect, in the manner hereinafter prescribed, officers of the Corporation, who shall serve terms of one year each commencing immediately following their election as follows: A President, Vice President, a Secretary, and a Treasurer, each of whom shall be a Director. In addition to the above officers, the President of the Corporation may appoint an AssiStant Treasurer who will also serve as a member of the Finance Committee. The Board of Directors may provide for such other officers as it deems necessary, and such other officers shall be elected in the same manner and serve the same terms as the officers enumerated in the first sentence of this paragraph. In the event of a failure to elect any officer, or in case any vacancy occurs in an office, an election may be held at any regular or special meeting, notice of such election being given in the notice of the meeting. (b) In the event that more than one person is nominated for a given office, the following procedure shall be employed: each Director present shall write his choice for the offic~ on a ballot, which shall be collected from him by the Secretary. The Secretary shall then tabulate the ballots an announce the result. In the event that no nominee receives a majority of the vote of these present, only the two nominees receiving the highest number of votes shall be considered, and the process of voting shall 3 continue until one of such nominees receives a majority of the vote of the Directors present. Section 2. THE PRESIDENT The President of the Corporation shall act as the Executive Director and Chief Executive Officer of the Corporation. The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned by the Board of DirectQrs. The President is authorized to execute in the name of ~he Corporation, with the Secretary attesting, all certifichtes, contracts, deeds, notes, and other documents or legal instruments authorized or issued by the Board of Directors. In addition to serving as Vice Chairman of the Executive Committee, he shall be an ex-officio member of all committees of the Boards of Directors. Section 3. THE VICE PRESIDENT The Vice P~esident will, in the event of the absence or inability~ of the President to exercise his office, become acting president of the organization with all the rights, privileges and powers as if said person had been duly elected president. Section 4. THE 'SECRETARY The Secretary shall keep full and accurate minutes of all meetings of the Board of Directors and the Executive Committee in a book provided for that purpose. He shall transmit all notices required by the By-Laws of the Corporation. He shall have custody of the corporate seal of the Corporation. He may sign documents with the President in the name of the Corporation and when required, he shall affix the seal of the Corporation thereto. The Secretary shall have charge of all official records of the Corporation which shall be at all reasonable times open to the examination of any Director; and he shall in general perform all duties incident to management of the office of Secretary for the Board of Directors. He shall exercise such authority to accept gifts, collect revenues and make routine expenditures delegated by the Chairman, the Board of Directors or the Executive Committee. 4 Section 5. (a) T~E TREASURER The Treasurer shall see that all funds of the Corporation are- being maintained in accordance with guidelines of policy and procedures established by the Board of Directors. He shall audit all receipts and vouchers for payment made to and all vouchers and checks made by the Corporation. He shall render to the Board of Directors an account and statement of all his transactions at each meeting of the Board and at such other times as the Board may determine. He shall see that a full and accurate account of all monies received and paid out on accounts is administered by the Corporation. He shall at all reasonable times exh%bit books and accounts to any Director of the Corporation, and shall in general perform all duties incident to management of th~ office of Treasurer for the Board of Directors. (b) THE ASSISTANT TREASURER The Assistant Treasurer shall perform such duties as directed by the Board of Directors. Section 6. CHECKS Ail officers of the Corporation will be authorized signatures on Corporation checks. Two signatures shall be required on each check. Section 7. ABSENCE OR INCAPACITY OF OFFICERS In the event of absence, inability, or refusal to act of any of the Officers of the Corporation, the Executive Committee may appoint a successor or successors to perform his or their respective duties, until the following meeting of the Board of Directors or any special meeting which may be held for election of Officers. ARTICLE III COMMITTEES OF THE BOARD OF DIRECTORS Section 1. CATEGORIES There shall be three categories of committees of the Board of Directors: (a) Standing committees, which shall membership shall consist only of Directors Corporation. be permanent and whose and Officers of the 5 (b) Continuing committees, which shall be constituted for special purposes of indefinite duration, primarily for fund raising activities, and whose membership shall include at least one member of the Board of Directors. The members of continuing committees shall be appointed by the President of the Corporation unless the Board of Directors shall otherwise provide. (c) Special committees which shall be constituted for special purposes of indefinite duration and whose membership shall include at least one member of the Board of Directors. members of the Special Committees shall be offered to the President of the Corporation for approval. The The action of any committee shall be subject to review ~nd approval by the Executive Committee, and confirmation by the Board of Directors at its next ensuing meeting, except when power to act is specifically granted to a Committee herein. Section 2. STANDING COMMITTEE (a) The following standing committees shall b~ p~v~de~ i~ ~=~ragr~h (c4__D-f Executive Committee Finance Committee Ilavet opman t, ~o,mmi t.r.a~_ (b) Standing committees shall serve until the adjournment of the meeting in which their successors are eleqted. (c) At the annual~eeting of the Corporation%% the President of'~he Corporation shall ~esent a list of nominees~for memb%krship on the standing ~qmmittees, including the~designation of3~.~chairman thereof. In ~eparing such a list th~officers and Directors of the Corporatio~shall render such assistance as may be d~ired to assist the Pr~dent of the CorporatiOn. After present~t~n Of the list of nominee, the meeting shall ~hen be opened for~ther nominations, after~hich the Board of Directors shall elect,~y written ballot if cal~ed for, members o~ ~ committees fro~among those nominated.~Vacancies occurring~on committees aftef~lections originally he~k~ shall be filled i~ the same ma~er at th~ext regular meeting of~he Board of ~ Directors. · (d) EXECUTIVE C0/~4ITTEE The Executive Committee shall consist of the.President of the Corporation who shall be chairman of the committee, the Vice President of the Corporation, the Secretary of the Corporation, 6 the Treasurer of the Corporation, and two at-large Directors who 6_~1 ~c~r~ c~_~~^~ ~ ~--- at its annual shall be elected by the .................. election meeting. -. ~ The Executive Committee shall meet at the call of the President of the Corporation. The presence of four (4) men~bers shall c~nstitute a quorum of the committee and the affirmative vote of three (3) men~ers shall be necessary for the adoption of any resolution. When urgency precludes a formal meeting, matters may be handled by mail, by telephone, or facsimile, all confirmed in writing. No subsequent revision or alteration by the Bgard of Directors of action taken by the Executive Committee shall affect the rights of third parties. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors when the Board is not in session, subject only to such restrictions or limitations as the Board of Directors may from time to time specify; provided, however, the Executive Committee shall have no authority to alter, amend, or repeal the Articles of Incorporation or the By- Laws of the Corporation or to appoint Directors. The Secretary of the Corporation shall be Secretary of the Executive Committee. Actions of the Executive Committee deemed sufficiently important by both the President of the Corporation and the Secretary shall be reported in writing to the Directors after such action is taken or at a meetin~ of the Board of Directors. All actions of the Executive Committee shall be included in the minutes of the Board of Directors. At its next regular meeting the Board of Director§ of the Corporation shall confirm and ratify any such action(s) of Executive Committee. the (e) FINA/~CE COMI~ITTEE The Finance Committee shall consist of the Treasurer, the President and Vice President of the Corporation. The Finance Committee shall recommend that investments of all funds are in the highest and best use considering safety of principal while maximizing income. The Finance Committee shall see that any gifts and bequests made to the Corporation that have attached thereto any conditions, such as real property, personalty of whatever kind and nature, shall be received subject to said conditions and whatever conditions respected. 7 The Finance Committee, upon approval of the Executive Committee, shall hold and convey all funds held by the Corporation including endowments, buildings, and other permanent funds. The Finance Committee shall have no other power to delegate any authority granted to it in this Article or elsewhere in these Laws. It shall make detailed reports to the Board of Directors at least annually and more often if requested by the Board of Directors. The Finance Committee shall designate such persons as it deems proper to have access to the securities owned by the C6rporation, of which the Treasurer of the Corporation shall be the'one and the Chairman of the Finance Committee another. At least two (2) of the those having access to the securities shall be present at any time when the depository containing the securities is open. This shall not be held to prevent the Board of Directors from making any other arrangements for having qharge of and access to the securities as it may deem proper. The Treasurer of the Corporation shall be the Secretary of the Finance Committee and shall keep minutes of the actions of the Committee. (f) ~EVELOPMENT COMMITTEE The Developme~ Committee~h~ll consists of the President of the Corporation, t~ Secretary ~ the Corporation, and tw.o other persons as appoi~kted by t~ P~esident of the Corporation. The Development Com~i't/e shall~view programs~ of the Corporation and~.hal~<recommen.d~.g~ls and priorities for development activit'yes~O proviz-de ~r program needs. The Committee will rec~mmen~x,methods_of operation and procedures to enhance the totalS'development efforts of the Corporation. (g) THE NOMINATING COMMITTEE The Nominating Co~h~ittee shalt consist o~three persons /s ~ appointed by the E~cutive Committee of th~Corporatio~/ The~ - Nominating Committee~hall recommend~ the ~ard of ~ectors at the regular meeting e~h year the n~es of pef~ons t~ fill. each vacancy which has oc~r~ed or will/occur during~the/cu{rent year in the membership of the~oard o~Directors. Th~ ~ommittee shall adhere to the guidelines ~ se~rth in Arti~e~, Section 1 (b) and (d) hereof. The B~rd~f/Directors may acc~t~eir recommendations or substituJz~ names of its owQ~o~gf and the list of names as finally ~pr~ved by~e B~r~.o~_Dlre~tors shall be recorded and each su~i~pers~n notified by/the Secretary of the Corporation. ~,z ~ ~ 8 Section 3. CONTINUING COMMITTEES Continuing Committees shall be established at such times-and with such chairman and members as the President of the Corporation, with the approval of the Executive Committee, shall determine. Continuing Committees may be established at any time. These committees will be responsible for establishing and implementin~ programs and projects for each Sister City of Delray Beach. Each Continuing Committee shall make such reports or recommendations to the Board of Directors as the committee deems wise or upon request of the President of the Corporation. The President of the Corporation shall appoint the chairperson of each such.Continuing Committee. Section 4. SPECIAL COM/4ITTEES The President of the Corporation shall have the authority to establish a limited number of Special Committees to accomplish any objectives affecting various interests and the welfare of the Corporation. Each Special Committee shall make such reports or recommendations to the Board of Directors as the Committee deems wise, or upon request of the President of the Corporation. ARTICLE 2%MEBFDMENTS Section 1. These By-Laws may be altered, amended, rescinded, or repealed at any meeting of the Board of Directors by resolution approved by the affirmative vote of a majority of the Board. Section 2. The Articles of Incorporation of the Corporation may be altered or amended at any meeting of the Board of Directors by resolution approved by the affirmative vote of a majority of the Board, subject to the approval of the Secretary of the State of Florida as required by law. Written notice of any proposed amendment shall be mailed to each member of the Board of Directors. ARTICLE V DISSOLUTION Section 1. GENERAL In the event of dissolution of the Corporation, all of the Corporation's assets, real and personal, shall be distributed to the City of Delray Beach if, at the time of the Corporations's 9 dissolution, the City of Delray Beach is an organization which is described in Section 501(c) (3) of the Internal Revenue code of 19~6, as amended, or corresponding provisions of subsequent Federal tax law (the "Code") and is exempt from Federal taxation under code Section 501(a) o In the event the City of Delray Beach is not, at the time of the Corporation's dissolution, an organization which is described in Code Section 501(c) (3) and is exempt from Federal taxation under code Section 501(a), or it is impossible or impractical to distribute assets to the City of Delray Beach then all of the Corporation's assets, real and personal, shall be distributed to such charitable organization or organizations as are described in Section 501(c) (3) and'are exempt from Federal income tax under Code Section 501(a), as the Board of Directors of the Corporation shall determine. .Any assets of the Corporation not so disposed of, for whatever reason, shall be disposed of by order of the Circuit court for the County of Palm Beach to such organization or organizations as said Court shall determine, which are organized and operated exclusively for charitable purposes. Section 2. NO INUREMENT No part of the net earnings of the Corporation shall be distributed to or inure to the benefit of any Director of officer of the Corporation. ARTICLE VI INDEM/~IFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS: CLAIMS BROUGHT BY THIRD PARTIES. The Corporation shall, to the fullest extent authorized by law, as the same presently exists or may hereafter be amended, indemnify a director or officer (the "Indemnitee") who was or is a party or is threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action, suit, or proceedings, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed 10 to the best interests of the Corporation, and with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. Section 2. INDEMi~IFICATION OF DIRECTORS AiN-D OFFICERS: CLAIMS BROUGHT BY OR IN THE RIGHT OF THE CORPOP. ATION. The Corporation shall, to the fullest extend authorized or permitted by law, as the same presently exists or may hereafter be amended, indemnify a director or offices who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or ii! the right of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of anther foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including actual and reasonable attorneys' fees, and amounts paid in settlement incurred by the person in connection with the action or suit, if the Inde~litee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation. However, indemnification under this Section shall not be made for a claim, issue, or matter in which the Indemnitee has been found liable to the corporation unless and only to the extent that the Court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the court considers proper. Section 3. ACTIONS BROUGHT BY T~E INDEM/~ITEE Notwithstanding the provisions of Section 7.1 and 7.2~ the Corporation shall not indemnify an Indemnitee in connection with any action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee; unless such action, suit, proceeding or claim (or part thereof) (i) was authorized by the board of Directors of the Corporation, or (ii) was brought or made to enforce this Article and such Indemnitee has b~en successful in such action, suit, proceeding or claim (or part thereof). 11 Section 4. APPROVAL OF INDEMNIFICATION An indemnification under Sections 7.1 or 7.3 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination the- indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 7.1 and 7.3 of this Article. This determination shall be made promptly in any of the following ways: (a) By a majority vote of a quorum of the b~ard consisting of directors who were not parties to the action, suit, or proceeding. (b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than two (2) disinterested directors. ,(c) By independent legal counsel in a written opinion. Section 5. ADVANCEMENT OF EXPENSES Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 7.1 or 7.3 of this Article shall be paid promptly by the Corporation in advance of the final disposition of the Action, suit, or proceeding upon receipt of any undertaking by or on behalf of the Indemnitee to repay the expenses if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured. Section 6. PARTIAL INDEM/~IFICATION If an Indemnitee is entitled to indemnification under Sections 7.1 or 7.3 of this Article for a portion of expenses including attorney's fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the Corporation shall indemnify the Indemnitee for the portion of the. expenses, judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is entitled to be indemnified. Section 7. INDEM/~IFICATION OF EMPLOYEES AND AGENTS Any person who is not covered by the foregoing provisions of this Article and who is or was an employee or agent of the 12 corporation, or is or was serving at the request of tile Corporation as a director, officer, employee of agent of another foreign or domestic corporation, business corporaticfn, partnership, joint venture, trust, or other enterprise, whether for profit or to for profit, may be indemnified to the fullest extend authorized or permitted by law, as the same exist or may hereafter be amended, but in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than before such amendment, but in any event only to the extent authorized at any time or from time- to-time by the Board of Directors. Section 8. OTHER RIGHTS OF INDEMI~IFICATION The indemnification or advancement of expenses provided under Sections 1 to 7 of this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, bylaws, or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources confined shall not exceed.the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in Sections 1 to 5 of this Article continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Section 9. LIABILITY INSUP~%-NCE The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, business corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person's status as such. Section 10. SEVERABILITY Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, of effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter haQ been omitted. 13 Section 11. DEFINITIONS "Other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation" shall include any service as a director, officer, en~ployee, or agent of the corporation which imposes duties on, or involves services by, the director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation as referred to in Sections 1 and 2" 14 ADMINISTRATIVE SERVICES MEMORANDUM TO: FROM: SUBJECT: DATE: David T. Harden, City Manager q~l~obert A. Barcinski, Assistant City Manager Agenda Item City. Commission Workshop 09/16/03 Special Event and Grant Funding FY 2004 September 12, 2003 Attached is a revised Exhibit "B" reflecting the change made by Commission at your workshop as well as the original staff memo. This change removes $2,500 from the recommendation for the Museum of Lifestyle and Fashion and increases the contingency. Also attached is a memorandum that provides information requested regarding CRA and DDA funding for FY 2004 for the organizations requesting funding from the City. We did contact Mae Volen Senior Center. They do not have a specific stipend for Delray Beach. We are in a service area from Lantana to the South County line. They do provide transportation services, meal services and in-house services to our residents. Approximately 35% of their clients are in Delray Beach, 35% in Boca Raton and the balance in the rest of the service area. Of the 87,000 trips they provided last year, 30% originated in Delray Beach. Of their approximate $7 million dollar budget, $2.5 million is spent on services in Delray Beach. In view of this information the committee is recommending consideration of a contribution to Mae Volen Senior Center. The City of Boca Raton contributes $30,000 to Mae Volen annually for services. I have also attached a graph I received from Joe Gillie which shows the average source of revenues for non-profit arts organizations. For museums the earned income percentage average is 40% and for the theaters 60%. I did try to contact Anatonia Williams-Gary today but she is out of the office until Monday. I will discuss the possibility of her firm reviewing our current application, assisting us in developing a more objective evaluation process, and training that they maybe able to provide our non- profits. RAB/tas File:u:swecney/agenda Doc:Memo to DTH re Special Event Grant 2004 EXHIBI~U B C~RAN~US FISCAL YEAR 2003-2004 Organization FY 200t FY 2002 FY 2003 FY 2004 Amount Funding Funding Funding Amount Recommend Requested FY 2004 Economic Development (C of C) 25,351 25,000 25,000 25,000 25,000 Econ. Incentive - ABC Carpet 20,834 25,427 22,140 24,220 24,220 SUB-TOTAL $46,185 $50,427 $47,140 $49,220 49,220 Aid to Victims of Domestic Assault (AVDA) 20,000 20,000 20,000 22,000 22.000 The Association of Retarded Citizens (ARC) 3,000 3,000 3,000 5,000 3,000 Boy's & Girl's Club of Palm Beach County 35,000 35,000 32,000 45,000 32,000 Center for Group Counseling 0 0 0 10,000 0 Community Child Care Center of Delray Beach (1) 25,000 25,000 25,000 25,000 25,000 Deaf Service Center 7,000 5,000 5,000 10,000 2,000 Delray Beach Chorale 1,500 0 0 0 0 Drug Abuse Foundation (2) 25,300 25,750 25,750 40,000 35,000 EPOCH 25,000 25,000 38,000 50,000 30,000 Friends of Sandoway House 28,000 25,000 30,000 50,000 25,000 Glory Awards 0 10,000 0 0 0 Gold Kids, Inc. 0 0 0 15,000 0 Haitian Music Festival 0 10,000 0 0 -- Joint Venture (Fireworks) 40,000 40,000 40,000 40,000 40,000 Mae Volen Senior Center 0 0 0 30,000 0 Museum of Lifestyle & Fashion 5,000 0 0 50,000 0 School District Palm Beach County Child Care Program 30,000 30,000 0 0 -- Sister Cities 0 2,700 0 0 -- Soul of Delray 0 30,000 0 0 -- Palm Beach County School 0 0 18,000 40,920 20,000 Readiness Coalition, Inc. (3) Perfect Results Video 0 15,000 0 0 Pineapple Grove Main Street 30,000 30,000 30,000 30,000 0 Urban League (4) 5,000 4,000 4,000 5,000 4,000 Wayside House 6,000 6,000 6,000 8,000 6,000 Visions 2010 10,000 0 0 0 -- Contingency 0 0 6,000 0 18,530 SUB-TOTAL $295,800 $341,450 $282,750 $410,270 $262,530 TOTAL ] $341,985 ~ $39'1,877 J $329,890 ] $460,140 ] $311,750 1) Additional funding of $22,000 will be provided from CDBG program 2) Funding is distributed via Chris Evert Charities from stadium account 3) This program was handled by the School District of Palm Beach County prior to FY 03 4) Additional funding of $13,000 will be received from CDBG program [IT¥ OF DELRII¥ BEflrH DELllAY BEACH NI-Amedca City 1993 2001 MEMORANDUM DELRAY BEACH FLORIDA 33444 TO: David T. Harden, City Manager FROM: ~ Robert A. Barcinski, Assistant City Manager DATE: September 4, 2003 SUBJECT: ADDITIONAL INFORMATION SPECIAL EVENTS AND GRANT FUNDING FY 2004 561/243-7000 At the last workshop, City Commission requested that we find out which organizations who requested funding from the City were also going to receive funding from the CRA and DDA. The information requested is as follows: Special Events Joint Venture Christmas Tree · DDA is funding $15,000 for operating costs. · CRA is funding $122,000 for replacement of tree branches. First Night · DDA is funding $3,500 for general operating costs. Grants Economic Development Chamber of Commerce · CRA is funding $25,000 for the Economic Development position. EPOCH · CRA fees. will be funding $25,000 for operating costs and $37,500 for architect Pineapple Grove Main Street · DDA will be funding $5,000 for operating costs. · CRA will fund in kind clerical staff support valued at $15,000 and also provide administrative staff support for projects and grants administration valued at $48,000. RAB/gb U:~,AB\DTH re Grant Funding 2004,doc DELRAY BEACH Ali-America Ci~ 1993 2001 DELRA1 BEACH FLORIDA 33444 561/243-7000 TO: FROM: DATE: SUBJECT: David T. Harden, City Manager ~Robert Barcinski, City Manager A. Assistant August 19, 2003 Agenda Item ~. ~ ,City Commission Meetin~ August 26, 2003 Recommendations for Funding Special Events and Charitable Organizations FY04 Budget A committee composed of Kendra Graham, Joseph Safford, Major William McCollom, Doug Randolph and myself reviewed requests for funding for FY04 budget from the City Commission special event account and from the miscellaneous grant account. A total of $92,500 in requests were received for funding from the Special Events account with a budget of $48,500 and a total of $460,140 in requests were received for funding from miscellaneous grants with a budget of $276,750. City Commission policy has been to limit the special event funding to $50,000 or less and the miscellaneous grant fund to 1% of general fund budget. The 1% however does not include funding for the Chamber of Commerce Economic Development contribution or the contribution to ABC-Carpet. Staff recommendations for funding are attached as Exhibits "A and B", as well as a summary (Exhibit "C") of additional information for each grant applicant. A summary of staffreview comments is as follows: l) 2) 3) 4) 5) 6) 1) SPECIAt. t~V'F..NT$ Holiday Parade - This event is co-sponsored by our Parks and Recreation Department and the Chamber of Commerce. The funding requested is used to pay for entrant prizes, insurance, and mailings. Total overtime costs for this event last year were $4,727. Since the City is a co-sponsor, there is no charge for overtime. The review committee feels this is an important community event and recommends funding as requested. Fotofusion - Funding is being requested to assist in offsetting costs for this event. The total event budget is $280,500. Although we have incurred no overtime costs for this event, City facilities are used flee of charge. Estimated costs ($2,000). The review committee is recommending funding in the amount of $8,000 to cover the costs of space rental at Old School Square and the Colony Hotel. Joint Venture Christmas Tree- In 1995, the City accepted ownership of the Christmas Tree from the DDA. This is a City project. The Joint Venturc's responsibility is to fund raise, help obtain volunteers, and to execute contracts to put up and take down thc tree. Our responsibility is to maintain the trec and scenes, to provide City staff assistance, store the trec and restore the site. Total cash costs for this project are approximately $80,000. Staff overtime costs for the tree lighting were $1,782 last year. Since this is a City project, no overtime costs are charged back. The committee feels this is a priority item with a major positive impact on the community. Martin Luther King Celebration - Funding requested is used to purchase trophies, certificates, and other items needed for youth participants in the birthday celebration. No City overtime has been required for this event. The committee considered this a priority item for funding. The total estimated budget for this event is $1,500. Sister Cities Committee - Funding requested for this committee will be used to offset operating/administrative costs and for gifts for our visitors. The total estimated budget for next year is $35,000. The committee recommends approval. First Night - The committee feels that this is an important family event for the City. This is now a City sponsored event with assistance from the Joint Venture and Old School Square. The estimated budget for the event is $63,000. Staff overtime costs for this event last year were $17,890. Overtime costs were waived. The committee felt that we should begin to reduce the amount of the cash contributions to this event; therefore, we are recommending funding in the amount of $7,500 versus $10,000 given last year. MIS~eLL*MqtIOU$ fiR,qNT~ Chamber of Commerce - The Committee recommends funding at current level of $25,000. Funds are utilized for economic development purposes. This funding is part of funds set aside for economic development. 2) Economic Incentive ABC Carpet - The committee recommends funding of $24,220. This is a commitment to be paid through 2006 based on ten (10) year agreement approved in 1996. Amounts vary year to year. 3) Aid to Victims of Domestic Assault - Funding is requested to help support costs of operating programs such as the emergency shelter located in Delray Beach, 24-hour crisis line, counseling services educational program and other services. The total budget for this countywide program is $1,302,138. The program serves approximately 1,000 Delray Beach residents on an annual basis. Due to the number of residents served and its impact on assistance to victims, the committee recommends funding at $22,000. 4) Association for Retarded Children - Funding is requested to support operating costs and programs such as a school serving children 3-10 years of age and adult in-house residential services. Approximately 85 of the 1,300 families served are from Delray Beach. The committee recommends funding at previous year's level of $3,000. 5) Boys and Girls Club of Palm Beach County - Funding requested is for operating costs associated with the Delray Beach Facility. The facility provides services to youth 6-18 years of age each day from 2:00 p.m. until 8:00 p.m. and on school holidays from 7:30 a.m. until 6:00 p.m. 97% of those served by this facility are minorities and 85% of the approximately 200 youth served each day are Delray Beach residents. The budget proposed for the next fiscal year is $385,557. The committee feels this is a priority program and recommends funding of $32,000. 6) Center for Group Counseling - This is a request by an organization located in Boca Raton. They requested funding last year but were not approved. Funding is requested to supplement salaries for staffwho provide counseling to students in three (3) Delray schools and the Head Start Program. Their program cost is $159,628. The committee feels that the funding for this program should primarily come from the School Board and the County. Funding is not being recommended. 7) Community Childcare Center - Funding requested will be used for operating costs to provide affordable, subsidized care to abused, neglected, at-risk children, Iow income working poor, legal refugee entrants, and those children of teen parents in school. Almost all of those served are Delray Beach residents. The total operating budget is $1,660,000. The committee felt this was a priority project and recommends funding as requested in the amount of $25,000. 8) Deaf Service Center - Funding is requested to support the Client Assistance Program, Client Education Program for deaf and hard of hearing adults and children, C.O.R.E. Information Services and Telephone Equipment. These programs allow these clients to access needed services. Out of the 36,000 clients, 4,000 are Delray Beach residents. The proposed budget for this program is $569,833. The committee recommends funding of $2,000. No reports were submitted with the request; therefore the committee is recommending a reduced level of funding. 9) Drug Abuse Foundation - Funding is being requested to supplement other sources of funding for the Adult and Adolescent Outpatient Program as well as the Residential Treatment Programs. The total budget for these programs is $1,955,945. Funding is distributed via Chris Evert Charities via the Stadium budget. The amount proposed in the Stadium budget is $35,000 which is what the committee recommends. The additional funding requested is proposed to support the de-tox unit. 10) Expanding and Preserving Our Cultural Heritage, Inc. - Funding is requested to support operating and staff costs for the S.D. Spady Cultural Arts Museum. The proposed total operating budget is $273,534. In addition, the City provides landscape maintenance support and we are responsible for all exterior maintenance. The committee is recommending a reduced level of funding than provided in FY 2003. The committee expressed a concern about funding salaries and thinks EPOCH should try to raise additional sponsorship dollars. Approximately 66% of the operating budget is proposed to be funded from grants. 11) Friends of Sandoway House, Inc. -Funding is being requested to offset the cost of an office manager, director, and for updating displays and exhibits. Total budget is estimated at $105,700. Approximately 12,000 visitors pass through the facility and approximately 75% are Delray Beach residents. The committee is recommending a reduction to funding of $25,000 (about 24% of budget). Thc committee felt that a greater amount of the operating budget should be raised from private sources. 12) Gold Kids, Inc. - In reviewing their program the committee felt that the programs and services provided were a duplication of programs and services provided at our Teen Center. This organization is also based in Lake Worth. The committee did not recommend funding this request. 13) Joint Venture (Fireworks) - Funding is requested to offset the costs of the Fireworks display on the Fourth of July. By agreement through 2005, the City has committed to this level of funding. The Joint Venture is responsible for contracting for the fireworks, fundraising and promoting the event. The actual cost for this event is about $65,000. In addition, City overtime costs for the event this year were $27,300. Media coverage in-kind contribution was about $80,000. This is a City sponsored event. 14) Pineapple Grove Main Street - Due to the uncertainty of the status of this program the committee at this time does not recommend funding. The proposed budget for FY 04 also proposed $0.00 funding. Funding was requested for operating costs. We did not receive a proposed budget for FY 03-04. 15) Mae Volen Senior Center - Funding is being requested for transportation services. The committee did not recommend funding as requested. The committee felt this organization had sufficient assets to meet their needs. 16)Museum of Lifestyle & Fashion History -Funds have been requested to support educational programs exhibits and the facility. The Museum is scheduled to display exhibits at the McCop.¢ store on NE 2"d Avenue. The total proposed expense budget for FY 03-04 is $114,302. Approximately 79% of their budget is proposed to be funded from grants. Although the committee felt that the museum would be an asset for the City, we have only recommended funding in the amount of $2,500. 17) Palm Beach County School Readiness Coalition, Inc. - This organization has taken over the responsibilities and programs previously administered by the Palm Beach County School District. This program requires a six (6) percent match in order to draw down state funds used to subsidize care for children of working poor families. The total program budget is $9,213,314. The total cost to provide care to 145 children from Delray Beach is $306,592. The committee recommends funding in the amount of $20,000. 18) Urban League - Funding is requested to supplement the salary costs for the Housing Counselor's position. The total budget for this program is $313,771. This program will also receive $13,000 from the CDBG program for administrative costs. Approximately 8.5% of the Urban League's clients are Delray Beach residents. The committee recommends funding in the amount of $4,000. 19) Wayside House - Funding is requested to cover medical and prescription costs for their clients who are indigent females. The total program budget is $1,335,502. 71% of their clients are Delray Beach residents. The committee recommends continued funding in the amount of $6,000. In general the committee attempted to provide some level of funding for Delray Beach organizations. Most committee members also expressed concerns about funding salary costs. RAB/tas File:u:sweeney/asmcmos Doc:Memo to Harden Special Events Funding 2004 EXHIBIT A SPEOIAL EVENTS FISCAL YEAR 2003-04 Organization FY 2001 FY 2002 FY 2003 Requested Recommended Funding Funding Funding FY 2004 FY 2004 Atlantic High School Luncheon 0 0 568 0 0 Boy Scouts of America 0 0 500 0 0 Holiday Parade 2,500 2,500 2,500 2,500 2,500 Fotofusion 5,000 5,000 8,000 50,000 8,000 Joint Venture Christmas Tree 25,000 25,000 25,000 25,000 25,000 Martin Luther Kin~l Celebration 500 500 500 500 500 Roots Cultural Festival (2) 5,500 0 0 0 0 Palm Beach County Teen Sponsorships 0 0 100 0 0 Safety Patrol Trips (3) 250 0 0 0 0 Sister Cities Committee 4,000 3,000 2,500 4,500 2,500 First Night 8,000 8,000 10,000 10,000 7,500 Contingency 0 5,233 1,582 0 2,500 ITOTAL I $50,750 I $49,233 I S51,2501 $92,500 I $48,500 (1) $10,000 for First Night, moved to a transfer account (2) After 2001 support has been provided with contribution of staff overtime expense (3) No longer supported EXHIBIT B GRANTS FIS©AL YEAR 2003-2004 Organization FY 2001 FY 2002 FY 2003 FY 2004 Amount Funding Funding Funding Amount Recommend Requested FY 2004 Economic Development (C of C) 25,351 25,000 25,000 25,000 25,000 Econ. Incentive - ABC Carpet 20,834 25,427 22,140 24,220 24,220 SUB-TOTAL $46,185 $50,427 $47,140 $49~220 49,220 Aid to Victims of Domestic Assault (AVDA) 20,000 20,000 20,000 22,000 22,,000 The Association of Retarded Citizens (ARC) 3,000 3,000 3,000 5,000 3,000 Boy's & Girl's Club of Palm Beach County 35,000 35,000 32,000 45,000 32,000 ~ Center for Group Counseling 0 0 0 10,000 0 Community Child Care Center of Delray Beach (1) 25,000 25,000 25,000 25,000 25,000 Deaf Service Center 7,000 5,000 5,000 10,000 2,000 Delray Beach Chorale 1,500 0 0 0 0 Drug Abuse Foundation (2) 25,300 25,750 25,750 40,000 35,000 EPOCH 25~000 25,000 38,000 50,000 30,000 Friends of Sandoway House 28,000 25,000 30,000 50,000 25,000 Glory Awards 0 10,000 0 0 0 Gold Kids, Inc. 0 0 0 15,000 0 Haitian Music Festival 0 10,000 0 0 -- Joint Venture (Fireworks) 40,000 40,000 40,000 40,000 40,000 Mae Volen Senior Center 0 0 0 30,000 0 Museum of Lifestyle & Fashion 5,000 0 0 50,000 2,500 School District Palm Beach County Child Care Program 30,000 30,000 0 0 - Sister Cities 0 2,700 0 0 -- Soul of Delray 0 30,000 0 0 -- Palm Beach County School 0 0 18,000 40,920 20,000 Readiness Coalition, Inc. (3) Perfect Results Video 0 15,000 0 0 -- Pineapple Grove Main Street 30,000 i 30,000 30,000 30,000 0 Urban League (4) 5,000 4,000 4,000 5,000 4,000 Wayside House 6,000 6,000 6,000 8,000 6,000 Visions 2010 10,000 0 0 0 -- Contingency 0 0 6,000 0 16,030 SUB-TOTAL $295,800 S341,450 $282,750 $410~270 $262,530 TOTAL ] $341,985 ] $391,877I $329,890 ] $460,140 ] $311,750I 1) Additional funding of $22,000 will be provided from CDBG program 2) Funding is distributed via Chris Evert Charities from stadium account 3) This program was handled by the School District of Palm Beach County prior to FY 03 4) Additional funding of $13,000 will be received from CDBG program EXHIBIT C GRANTS FISCAL YEAR 2003-2004 Agency Amount Total Budget Other Net Assets Number Number Requested Funding (Undesignated)) Served Served Delray Beach Residents Chamber of 25,000 Commerce Pineapple 30,000 264,618 Yes 11,282 50% Grove Main Street ABC-Carpet 24,220 Joint Venture 40,000 AVDA 22,000 1,302,138 Yes 634,602 171 shelters 1,000 443 outreach 13,364 school pro,rams Association 5,000 5,092,788 Yes 1,162,012 1,678 85 Retarded families Citizens Boy's & 45,000 385,557 Yes 2,534,716 200 per day 85% Girl's Club Center for 10,000 159,628 Yes 558,552 325 260 Group Counseling Community 25,000 1,660,000 Yes 5,458,880 275 children 325 Child Care 311 adults Center Deaf Service 10,000 N/A N/A N/A 36,000 4,000 Center Drug Abuse 40,000 1,955,945 Yes 2,435,974 14,000 28% Foundation EPOCH 50,000 273,534 Yes 65,870 16,000+ Friends of 50,000 105,700 Yes N/A 12,000 75% Sandoway House Gold Kids, 15,000 344,265 Yes can't tell 520 Can't tell Inc. Mae Volen 30,000 3,361,754 Yes 2,600,652 63,000 33% Senior Center Museum of 50,000 114,302 Yes est. 7,00 cash end 5,500 1,000 Lifestyle & of 2003 Fashion Palm Beach 40,920 9,213,314 Yes 247,543 1,955 145 School Readiness Coalition, Inc. Urban League 5,000 313,771 Yes 212,499 957 81 Wayside 8,000 1,335,502 Yes 154,705 120 117 House