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HomeMy WebLinkAboutResolution-1999-0002 RESOLUTION NO 07 SERIES OF 1999 TITLE. A RESOLUTION AUTHORIZING A COOPERATIVE AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE AND THE ARTS COUNCIL OF WHEAT RIDGE, INC. WHEREAS, thc City Council of the CIty of Wheat Ridge wishes to encourage the promotIon of thc arts in Wheat RIdge, Colorado: and WHEREAS, the Arts Council of Wheat Ridge, Inc IS willing to serve as a pnvate non- profit corporation to further the arts in the City of Wheat Ridge: and WHEREAS, the Arts Council of Wheat Ridge, Inc is requesting the CIty of Wheat RIdge to enter into a cooperatIve agreement to provide the necessary services to promote the arts in the CIty of Wheat Ridge, and WHEREAS, the CIty Council wishes to enter into this cooperative agreement WIth the Arts Council of Wheat RIdge, Inc NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat RIdge, that. SectIon 1. The CIty Manager IS hereby authonzed to execute, and the City Clerk to attest, a cooperative agreement with the Arts Council of Wheat RIdge, Inc , in form approved by the CIty Attorney, to promote the arts withm the City of Wheat RIdge The initial cooperative proJect between the CIty and the Arts Council shall be an artistIc window for the Wheat RIdge Recreation Center The Arts Council of Wheat Ridge, Inc may undertake additional projects requested or authorized by City Council. SectIOn 2. The CIty Council is hereby deslgnatmg the Arts Council of Wheat RIdge, Inc. as the offiCIal arts organizatIOn for the CIty of Wheat Ridge and the agent of the CIty wlthm the liImtatlOns unposed by the cooperatIve agreement which must be approved by the CIty Council. SectIOn 3. The City Council is hereby authonzmg m-kmd services, as directed by the CIty Manager, includmg grant writing for this proJect. Section 4. The Arts Council of Wheat Ridge, Inc is hereby authonzed to submIt grants proposals and seek donatIOns under the auspices of SCFD qualIfied organizatIons or LR.C Section 50 I (c){ 3) non profit corporations, mcludmg but not limited to, the Wheat Ridge Hlstoncal SOCIety INTRODUCED, READ AND ADOPTED by a vote of 6 for and 2 against at a regular meetmg of the CIty Council of the CIty of Wheat Ridge on February~, 1999 (., l 9retchen Cerveny, Mayor " '- ~ . ATTEST ..! Wanda Sang, City Clerk WHEAT RIDGE CITY r - UNCIL MINUTES. AUGUST 24,' 3 PAGE -8- Item 6. Resolution 1677 - A Resolutionreferring'a ballot question to the electors at the November 3, 1998 elect'lon. (Retain excess revenues) Resolution.167Twas~ntroduced .by Mrs., Worth " who also read the title. Motion by Mrs. Worth for postponement of Resolution 1677 until the 1999 election to allow further and more detailed communication to occur with our citizens so that our message is clearly understood. and received before voters are asked to consider this very important . measure-ana as moch as the City is not currently faced with the Tabor Revenu'e issue there is no immediate downside or negative impact to the community, however, there may be a need to be a second question placed on the next November ballot in the event our 1998 revenues exceed the Tabor Limits; seconded by Mr DiTullio; carried 8-0. Item 7. Motion to..establish an ad-hoc committee to create an Arts Council Item 7 was introduced by Mrs Shaver, Clerk read the title Motion by Mrs Shaver that 1) an ad-hoc committee be formed whose primary purpose will be to create a Wheat Ridge Arts Council, and 2) The initial tasks for the ad-hoc committee will be to a) generate interest in the community for an Arts Council and recruit volunteers and other interest~d parties b) develop a mission statement and by-laws for the Arts Council c) pursue grant and fund-raising opportunities. and 3) The City Manager be authorized to provide minimal staff support in the form of qrant writinq assistance, and 4) the ad-hoc committee will provide a progress report to the City Council within six (6) months of their first meeting; se~onded by Mrs. Dalbec. Mrs Dalbec asked Mrs. Shaver for a friendly amendment on 1) whose primary purpose will be to create a Wheat Ridge Arts Council which will eventually be able to serve the community as a 501C. Mrs. Shaver declined Motion carried 7-1 with Mrs. Dalbec voting no. Item 8. Approval of Expenditure Items. Motion by Mrs Worth for approval of the expenditure items as listed in Council Packets; seconded by Mr. Donnelly; carried 8-0. Item 9. CONSENT AGENDA: A. Findings regarding denial of premise modification of Chipotle's Mexican Grill. B. Approve transfer of funds for concrete rehabilitation contract. -- Motion by Mr. DiTullio for approval of the Consent Agenda; seconded by Mrs. Worth; carried 8-0. 'ce~ved: 2/ 1/99 3:50PM; -> CITY OF WHEATRIDGE; Page 2 II ..- ....t.III1.1 ill ---------.-.....-. I I \ CERTIFICATE I, VICTORIA BUCKLEY, SECRETARY OF STATE OF THE STilTE OF' COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE ARTS COUNCIL OF WHEAT RIDGE (COLORADO NONPROFIT CORPORATION) FILE # 199910~9872 WAS FILED IN THIS OFFICE ON February 01, 199~1 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF T'HE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUS'INE'SS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. Dated: February 01, 1999 ~J:') /,Q~ SECRETARY OF STATE --- " . ......._11111111'" . ARTICLES OF IN CORPORA nON ofthe ARTS COUNCIL OF WHEAT RIDGE Pursuant to the provisions of the Colorado Nonprofit Corporate Act, the undersigned corporation adopts the following Articles of[noorporation. ARTICLE I. The name of the Corporation is: Arts Council of Wheat Ridge. ARTICLE II. The period of duration of the Corporation is perpetual. ARTICLE III. The Corporation is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualifY as exempt organizations under section 50I(c)(3) of the Internal Revenue Code or the corresponding provision of any futw'c federal tax code. ARTICLE IV. No part of the net earnings or capital of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and di!>tributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the Corporation shall be the ,:arrying on ofpropaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate fur public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be rOOd ~_"..Ift.. E200L917 4+~OM e~pnelJ dSS'2I ~_._...... 1al...I.a;.;S;I=~I.--__ _.....A.ll:. ll'I..". .1 66-~O-q"'_,i .r.:.......:..c: ,H c:arried on: (a) by a corporation exempt from federal income tax under Section 50 \ (c )(3) ofthe 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 J 70(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE V. Upon the dissolution of the Corporation. assets will be distributed in accordance with the Colorado Nonprofit Corporation kt such that assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organizcd and operated exclusively for such purposes. ARTICLE VI. The Corporation shall have no capital stock. ARTICLE VII. The Corporation shall have members. The classes of membership and the qualifications and rights of the members of each class shall be set forth in the bylaws. The membership shall only have the voting rights set forth in the bylaws. ARTICLE VIlI. The address of the principal office of the Corporation is; 4610 Robb Street, Wheat Ridge, CO 80033 Thc address of the initial registered office of the Corporation is: 461- Robb Street, Wheat Ridge, CO 80033; and the name of the registered agent at such office is: Odarka Figlus. ARTICLE IX. ;~ 0" d E~OOL917 4~~OM e~pneL~ dSS:~I 66-20-qa~ Z e6ed ~3DOIBl~3HM ~o A~I8 <- 8Z00L9v '~d90:~ 66/~ /~ :p8^T3:: 4. The Corpomtion shall not make any investments in :3lli:h manrn:r as to subject the corporation Lo tax under Section 4944 of the Interna! Revenue Code; and TIte management of the CHporation shall be vested in the Board of DiIect(i.rs as now constituted or as hereaft(~r elected or appointed, Said Board of Direl:toTs sit,all hl!.ve the power to elect a Fresident, one or more viee presidents, a ~(~,;re\.ary, and a treas'Jrer ofthe Corporation together with any ass.istants thereto doeeooE',(l advisable or convenient to the administmtion of the Corporation's affairs; but if shall not be necessary that all persons elected for such offices be members (If the Board ofDircctors. Directors and officers shall hold their respective (,ffices until their successors shall have been chosen and qualified in their stead. ARTICLE X. lbe number and rrethod of election of the Directors of this Corpc>T<ltion shall be detemulled by the pr,)visions set forth in the Bylaws of the Corporation. TIle numocr of directors on the Board of Directors shall be not less tlurn lhi:'ee (3). ARTICLE XI. Except as otherwise provided in C.RS. ~ 7-22-101, a director shall 110t be liable to the Corporation or its members for monetary damages for breach o,fthc direetor's fiduciary duty. The Corporation shall indemnify any director or officer or former director or officer ofthc Corporation. or any person who may mlve served at its request as a director or officer of another corporation as set [.:'11h ill the Bylaws. In no case, however, shall the Corporation indemnify or r.Edmlllll"Se allY person for any federal exci!iC taxes imposed on such individual ~nder Chapter 42 of the Internal Revenue Code. Further. ifat any time or times tihle Corporation is a private foundation wi:hin the meaning of Section S09 of the Internal Revenue Code, then, during such time or times, no payment shall be made under this Artide if such payment would constitute an act of self-dealing (as ddined in Soction 4941(d) of the Internal Revenue Code), or a taxable eKper.diture (as defined in Section 494S(d) of the Internal Revenue Code). ARTICLE XII. At all times, and notwithstwding any merger, consolidation, r'~()rganization, termination, dissolution, or winding up of the Corporation, vOllL."1lary or involuntary or by operation of law, or any other provisions hereof: a. The Corporation shall not possess or exercise any power or authorily, whether expressly, by interpretation, or by operation of law, that will or might prevent it at any time from qualifYing and continuing to qualify as a corporation described in Section 501 (c)(3) of the Internal Revenue Code, contriblLltions to which are deductible for f~deral income tax purposes; nor shall [O"d E<':OOL9t> 4~~OM E~pnEl~ dSS:ZI 66-Z0-qn~ the:: Corporation engage directly or indirectly in any activity that might cause the loss of such qualification under Section SOI(c)(3) of the Internal Revenue Code. b. No part of the assets or net earnings of the Corporation shall ever be used, nor shall the Corporation ever be organized or operated, for purposes that are not exclusively charitable, literary or educational within the meaning of Section 501 (c)(3) of the Internal Revenue Code. c. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. d. No substantial part, and during such time or times that the Corporation is a private foundation within the meaning of Section 509 of the lnternal Revenue Code then no part, of the activities of the corporation shall consist of attempting to influence legislation (including actions by Congress, any state legislature, any local councilor similar governing body, or the public in referendum, initiative, constitutional amendment, or similar procedure) througb propaganda or otherwise (including contaeting, or urging the public to contact, members of a legislative lxldy for the purpose of proposing, supporting, or opposing legislation, or advocating the adoption or rejection oflegislation). Nor shall the Corporation, directly or indirectly, participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf or in opposition to any candidate for public office. e. At no time shall the Corporation engage in any activities that arc unlawful under the laws of the United States, Colorado, or any other jurisdiction where its activities are carried on f. No solicitation of contributions to the Corporation shall be made, and no gift, bequest, or devise to the Corporation shall be accepted, upon any condition or limitation that in the opinion of the Corporation may cause the Corporation to lose its federal income tax exemption. g. Notwithstanding any other provision of these Articles, if at lUllY time or times the Corporation is a private foundation w.ithin the meaning of Section 509 of the Internal Revenue Code, then during such time or times: I. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject the Corporation to tax under Section 4942 of the Internal Revenue Code; 2. The Corporation shall not engage in any act of self- dealing, as defined in Section 4941(d) of the Internal Revenue Code; 3. The Corporation shall not retain any excess business holdings, as defmed in Section 4943(e) of the Internal Revenue Code; !jO"d EZOOL917 4~~OM e~pnel~ d99:ZI 66-Z0-qa~ 9 aBed :380T~~V3HM ~o ^~IO <- E~OOL9~ :~d90:~ 66/~ /~ : P<3^Ta ] 4. The Corpomtion 5hall not make any invcstmcnts in such manner a<; to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5. The Corporation shall not make any taxable expenditures as defined in Section 4045(d) ofthe Internal Revenue Code. ARTICLE YJII. The private property ofthe offieers and directors of the Corporation shall not be subject to payment of Corporate debts to any extent whatever ARTICLE XIV. Amendments to these Articles ofIncorporation shall be made as provided for in tbe Bylaws of the Corporation. 90 d EZOOL917 4~~OM ~~pn~L3 d99:ZI 66-20-qa~ 9 &BSd ~3DaI8~~3HM ~o A~Ia <- 8~OOL9~ ~V\ldLO:~ 66/Z /e :P6AT3 ARTS COUNCIL OF WHEAT RIDGE REPORT TO WHEAT RIDGE CITY COUNCIL The Arts Couneil of Wheat RIdge is a non-profit orgamzation dedieated to serving the Wheat Ridge area community by: Promoting artistic endeavors of all diseiplines Promoting and encouraging appreeiation of the arts . ProvIding an arts resource and a forum for communication Developing and implementing arts programs Advocating on behalf of the arts Promoting and eneouraging art in public plaees Promoting the growth of arts organizations In the Wheat Ridge area and assIsting them in reaching greater audienees On February 1, 1999, the Arts Council of Wheat RIdge was officially registered as a Colorado Nonprofit Corporation with the Colorado Secretaiy of State and receIved its Certificate of Good Standing. ThIS was the culmination of months of work by more than 30 persons and 9 established art organizations. Over the past several months we have held 6 general meetings and numerous committee meetings. The purposes and structure of the organizatIOn were discussed at length at these meetings. It was the overwhelming consensus that an arts couneil should be a private non- profit organIzation set up and run by the people of the Wheat Ridge area. The enthUSIasm and level of interest from the community was eneouragIng and exciting. We have participants from areas of interest ranging from the visual arts to woodcarving, from theater to folk dance. Special cooperative projects have already been dIscussed whieh would allow various organizations to work together, presenting programs that would reach wider audiences. The Arts Couneil of Wheat RIdge has received invaluable assistance from the Colorado Folk Arts Council, the Lakewood Arts Council, Ann Pitinga and James Bingham, Esq The Wheat Ridge Historical Soeiety has generously agreed to cooperate with the Arts Council of Wheat Ridge for grant-seeking purposes. The first Annual Meeting of the Arts Council will be held Wednesday, February 10, 1999 at 7:00 PM, at which time permanent officers and a board will be elected. All are invited to attend and Join!