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HomeMy WebLinkAboutBYLAWS.WHEELERBOARD.20230208BY-LAWS OF BOARD OF ADVISORS OF THE WHEELER OPERA HOUSE Mission Statement: The Mission of the Wheeler Opera House is to monitor and ensure the preservation and viability of the historic venue and its property through exceptional performance experiences for residents, guests and performers, and to support the cultural assets of the Roaring Fork Valley. ARTICLE I Name Section 1- Name The name of this board shall be the Board of Advisors of the Wheeler Opera House ("Board"). The Board shall also be known as the Wheeler Advisory Board. ARTICLE II Powers and Duties Section 1- General The Board of Advisors is empowered to advise the City of Aspen on the planning and policy related to the daily and long-term operations of the Wheeler Opera House, guided by the adopted Wheeler Mission and Goal Statements. These advisement duties shall include the following: (a) Recommend scheduling policy, priorities and rates for the theatre operations; and (b) Recommend operating policy and rental rates for the commercial space in the Opera House building. Section 2 — Amendment of Mission and Goal Statements The Board may amend its Mission and Goal Statements from time to time subject to approval of Council. ARTICLE III Membership Section 1- Appointments Board of Advisors of the Wheeler Opera House, at the discretion of City Council, shall consist of seven to nine (7 - 9) regular members and one (1) alternate member. Section 2 - Term Members of the Board shall serve overlapping three (3) year terms. Section 3 - Qualifications The Board shall be appointed by the City Council with all appointees designated as at -large appointees who shall be selected primarily for their knowledge of and experience in the performing arts and/or financial, management or marketing capabilities. The Board has been declared not to be a permanent board within the meaning of Section 8.2 of the Charter of the City of Aspen and, therefore, there shall be imposed no age or residency requirement for membership on the Board of Advisors nor shall candidates for appointment be required to be qualified electors. Section 4 - Replacement Upon the vacation of a permanent board member seat, the alternate shall move into the vacated position through a motion by the Board. When an alternate is not available or does not desire to become a permanent member then the replacement board member(s) shall be appointed by City Council as set forth in Section 2 of Ordinance #2, Series 2021. Section 5 - Removal All members of the Board of Advisors shall serve at the pleasure of the City Council and may be removed by majority vote thereof. The Chair may request the City Council to remove a Board member who is absent from more than six regularly scheduled meetings within a calendar year upon resolution of the board. In case of extenuating circumstances, the Board may choose to make an exception to this requirement. Good cause for removal shall also include failure to disclose potential conflicts in accordance with Section 7 of this Article of these Bylaws. Section 6 - Aspen Music Festival and School The Aspen Music Festival and School (AMFS) or its successor organization that may have the right to the exclusive use of the Wheeler Opera House during the summer season, as per contract through August 2034, shall appoint a representative to fill a permanent, non -voting, ex-officio seat on the Board of Advisors. By virtue of AMFS's Wheeler Opera House management responsibilities for a significant portion of the year, the AMFS representative shall be entitled to participate in any of the activities and deliberations of the Board but shall not vote. Section 7 - Disclosure In order to facilitate fair, open and honest debate among all Board Members at any meeting, it shall be incumbent upon each Board Member to disclose any conflict of interest or potential conflict of interest such Board Member shall have with respect to the discussion of any topic or property. Because a conflict of interest may not disqualify an Board Member from discussing and/or voting upon any item before the Board in its advisory capacity to the City, it is encouraged and expected that a conflict of interest shall be interpreted in its broadest form, so each Board Member can appreciate any bias or other personal influence that may result from another Board Member's personal situation while debating issues being considered by the Board. The Board is subject to the terms and requirements of Chapter 2.02. - Rules of Ethical Conduct, of the Aspen Municipal Code. If a member has a question regarding conflicts of interest, that member should contact the City Attorney's Office. ARTICLE IV Officers Section 1 - Officers The officers of the Board shall be a Chair and Vice -Chair, and Secretary and may include such other officers as the Board may from time to time appoint. The Chair, Vice -Chair and Secretary shall be selected from the members of the Board. Section 2 - Elections and Terms of Office The Board at the first meeting in March shall appoint the officers of the Board. Subject to earlier termination, each officer shall hold office for one (1) year and/or until their successor shall have been duly appointed. A member has the option of declining appointment to office. Any other officers shall be appointed by the board at any meeting and will serve at the pleasure of the Board. Section 3 - Vacancies Should any office become vacant, the Board shall appoint the successor through a motion at a regular or special meeting of the Board and such appointment shall be for the unexpired portion of the term. Section 4 - Duties 1. Chair. The Chair shall preside at all meetings of the Board and shall perform all duties usually incident to the office of Chair and such other duties as may be assigned to the office from time to time by the board. The Chair shall see to the execution of resolutions, procedures and policies approved by the Board. 2. Vice -Chair. In the absence or disability of the Chair, the Vice -Chair shall have all powers of and shall be subject to all restrictions upon the Chair. The Vice -Chair shall perform such duties as shall from time to time be assigned by the Board. 3. Secretary. With assistance of the Wheeler staff, the Secretary shall be charged with the duty to oversee notices and minutes and to make certain that all are posted consistent with all local laws. Further, in the event a quorum is available and neither the Chair nor the Vice -Chair is present, the Secretary shall chair the meeting. ARTICLE V Meetings Section 1- Regular Meetings Meetings shall take place on the second Wednesday of each month. Meetings dates shall be set and scheduled by the Board and posted publicly. Attendance shall be in person. In -person attendance is highly encouraged; if attendance cannot be in person the board member can attend via phone or other virtual method. Section 2 - Special Meetings Special meetings may be called by the Chair or at the request of any two (2) members on at least twenty-four (24) hours written notice to each member of the Board of Advisors, provided that a special meeting may be held on shorter notice if all members of the Board of Advisors waive notice in writing. No business shall be transacted at any special meeting unless it has been stated in the notice of such meeting. Notice by email shall be deemed acceptable. Section 3 - Order of Business At regular meetings of the Board, the following shall be the recommended order of business, although not all topics will be necessary at all meetings: 1. Adoption of Agenda 2. Public Comment 3. Approval of the minutes of last meeting 4. Staff comments 5. Board member comments 6. Old business 7. New business 8. Executive Session 9. Establish next meeting 10. Adjourn Section 4 - Voting Voting shall be either by voice or roll call vote. A roll call vote shall be conducted upon the request of a member of the Board or at the discretion of the presiding officer. Any action requiring a vote shall be decided by a simple majority. Section 5 - Quorum A quorum to transact the business of the Board of Advisors shall consist of four (4) members. Once a quorum is made, it cannot be broken until the meeting is adjourned. Section 6 - Parliamentary Procedure The rules contained in Robert's Rules of Order shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws. Section 7 - Meeting Notices A designated Wheeler Opera House staff member shall furnish the Board advance notice of all meetings. Staff shall deliver, in advance, minutes of the previous meetings and copies of material to be studied or acted upon, including an agenda, and other items necessary for discussion. Section 8 - Agenda A designated Wheeler Opera House staff member shall prepare the agenda with input from the Chair, and copies distributed in advance of the meeting. Other items of the agenda shall include but not be limited to disposition of minutes of the previous meeting and of intervening special meetings, committee reports, as well as old and new business. (The minutes and agenda shall be delivered no later than 48 hours or two business days in advance of the meeting). Section 9 - Open to the Public All meetings shall be open to the public, except for executive session as authorized in the Colorado Open Meetings law, C.R.S. 24-6-402. Approved by the unanimous consent of the Board of Advisors, with an effective date of February 8, 2023. A Attested: Secretary, Dr. T m Kurt Chair, Chip Fuller