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Item 4B - Memo9 CITY OF SOUTHLAKE MEMORANDUM September 9, 2025 To: Alison Ortowski, City Manager From: Amy Shelley, City Secretary Item 4B Subject: Resolution No. 25-034, Adopting the Bylaws of the Southlake Arts Council. Action Requested: Approve Resolution No. 25-034, Adopting the Bylaws of the Southlake Arts Council. Background Information: On April 15, 2025, the City Council adopted Ordinance No. 1228D to standardize procedures and appointments and codify provisions in the Code of Ordinances pertaining to all boards, commissions, and committees. Ordinance Section 2-143. Meetings and bylaws require "any bylaw amendments shall be effective only after being approved by resolution of the City Council." The Southlake Arts Council adopted the bylaws during their May 28, 2024, meeting and this item pertains to the subsequent approval by the City Council. Financial Considerations: Non -applicable Strategic Link: CSOC1: Provide excellent service by assisting in navigating governmental processes. Citizen Input/ Board Review: Non -applicable Legal Review: Non -applicable Alternatives: None Supporting Documents: Excerpt from Ord. No. 1228D, Meetings and Bylaws DRAFT - Southlake Arts Council Bylaws, as approved by the Board on May 28, 2024 Resolution No. 25-034 Exhibit "A" — Southlake Arts Council Bylaws Staff Recommendation: Approve Resolution No. 25-034, Approving the Bylaws of the Southlake Arts Council. Excerpt from Ord. No. 1228D Sec. 2-143(d) Meetings Sec. 2-143. - Meetings. (a) The Commission shall meet at least once each month of the school year (October May). Meetings shall be held and conducted as indicated in the adopted bylaws of the Commission. (h) Special meetings will be called by the Chair or the Vice -Chair of the Commission at any time after notice has been given to the Commission members. (c) A simple majority of the members shall constitute a quorum, A vote of the simple majority of the quorum shall be required far any action taken by the Commission. Rage 9 Board, Commission. and Committee Ordinance 2025 (d) The Commission shall operate per approved bylaws. The Commission may amend such bylaws, or adopt new bylaws, as the Commission determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Commission's bylaws shall adhere to state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 BY-LAWS OF THE SOUTHLAKE ARTS COUNCIL ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose The Southlake City Council established the Southlake Arts Council to act as an advisory board to the City Council in all matters relating to public art including visual art and performing art programs, and the use of city funds for art projects. The Southlake Arts Council seeks to align all public art initiatives in Southlake with resident and City Council priorities and heads several arts -related programs throughout the year. Section 1.2 Powers In fulfillment of its purpose, the Southlake Arts Council shall be governed by the Southlake City Code and other applicable laws. ARTICLE II BOARD MEMBERS Section 2.1 Composition and Terms of Office (a) The Southlake Arts Council shall consist of seven (7) regular members appointed by the City Council. Places on the Art Council shall be sequentially numbered and correspond with the number of regular members appointed (e.g., Places 1-7). Each member shall be a citizen of the City at all times while serving on the Arts Council. (b) Members shall be appointed for two-year terms. Members shall serve without compensation. All appointments for regular and/or alternate members to fill unexpired terms shall be filled in the same manner as regular appointments and shall terminate as per the original term being filled. (c) No board member may serve on the Arts Council for more than three (3) consecutive two (2) year terms. An Arts Council member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term on the Arts Council. DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 (d) In addition to the regular members, the City Council may appoint up to three (3) citizens of the City as alternate members, who shall serve in the absence of one or more regular members. Alternates assigned to the Arts Council will be assigned a corresponding number (e.g. Alternate #1, Alternate #2). Alternate members shall attend all meetings and may participate in discussions related to agenda items or matters but will not vote on these items or matters. (e) An alternate member in the event of an absence or disqualification of a regular member at a meeting shall act in the place of such member and perform the duties of a regular member, including voting on agenda items or matters. In the absence of one or more regular members, the alternate member assigned with the highest numerical position (e.g., Alternate 1) and who is present shall be seated as a regular member. In the event of the resignation of a regular member, the alternate member assigned with the highest alternate numerical position will act in the place of such member until the City Council has appointed a new regular member for that place for the remainder of the term. (f) The City Council may also appoint ex-officio members to serve as non -voting advisors to the Arts Council. Such ex-officio members may include but are not limited to the design architect and/or engineer or the City's project manager. Ex-officio members are not required to be citizens of the City. (g) ) All board members shall serve in accordance with the provision of the approved Board and Commission Manual. (h) Members, unless specifically provided otherwise by State law, the City Charter, or the code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with the City Charter, State law, or another applicable ordinance. Section 2.2 Meetinas of the Council The Council shall meet on the fourth Tuesday of each month at The Marq Southlake or a designated meeting area. All meetings and deliberations of the Council shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with Chapter 551 of the Texas Local Government Code. Section 2.3 Special Meetings DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 Upon the request of any Council member, the Chair shall call a special meeting of the Arts Council. The Chair shall fix a place and time for such special meetings subject to posting public notice in compliance with Chapter 551 of the Texas Local Government Code. Section 2.4 Quorum A simple majority of the Council shall constitute a quorum to conduct official business of the Council. Section 2.5 Conduct of Business (a) At the meeting of the Council, matters pertaining to the business of the Council, as posted on the agenda, shall be considered in accordance with the rules of procedure as from time to time prescribed by the Council. (b) At all meetings of the Council, the Chair shall preside. In the absence of the Chair, the Vice Chair shall preside. In the absence of both the Chair and the Vice Chair, the Secretary shall reside. (c) The Chair shall be a voting member of the Council. (d) Minutes of each Council meeting shall be filed with the City Secretary and made available upon request. Section 2.6 Vacancies Unless otherwise provided by state law, the City Charter, or the Code of Ordinances, the City Council shall appoint a member to fill a vacancy on the Arts Council. A member appointed to fill a vacated place on the Arts Council shall serve for the length of the unexpired term and this time does not constitute a full term. The term limit does not begin until appointed as a full member of the Arts Council. Members of the Arts Council shall serve without compensation until their successors are pointed. Section 2.7 Attendance Members not planning to attend a regular meeting or special meeting shall notify the Arts Council Staff Liaison or the Chair of the Arts Council by 12:00 PM of the meeting day. Any member or alternate of the Arts Council with absences from two (2) consecutive regular meetings, shall be reported to the City Council. The City Council may, at its discretion, remove an Arts Council member and appoint a replacement. Section 2.8 Committees of the Council DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 The Council, through a regular vote, may appoint two (2) or more committee or sub- committee members to serve as designated. Section 2.9 Compensation of Council Members Council members shall not receive any salary or compensation for their services. ARTICLE III OFFICERS Section 3.1 Officers and Terms of Office (a) The Officers of the Council shall be a Chair, Vice -Chair, and Secretary. The City Council shall appoint the Arts Council Chair as outlined in Ordinance No. 1228B. (b) A board member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term. (c) At the meeting following the appointment of new members and Chair by the City Council, the Arts Council shall elect from its members a Vice -Chair and Secretary to serve a one-year term until the next annual appointment of new Arts Council members. (d) Should any of the above -referenced officer's positions become vacant, the Council shall hold a special election to fill such a vacancy for the duration of the unexpired term. (e) All officers shall be subject to removal from office at any time by a vote of the majority of the Council. (f) Within thirty (30) days after the appointment of a new member to the council, or prior to the first time that a new member participates in a meeting, the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual. Sections 3.2 Powers of the Chair The Chair shall preside at all meetings of the Council and perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Council and the City Council. Section 3.3 Vice -Chair DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 In the absence of the Chair, or in the event of his/her inability or refusal to act, the Vice - Chair shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice -Chair shall perform other duties as from time to time may be prescribed. Section 3.4 Secretary The Secretary shall ensure that the minutes of each Council meeting shall be filed with the City Secretary and in general shall perform all duties as from time to time may be assigned to him/her by the Chair of the Council. In the absence of the Chair and Vice - Chair, or in the event of their inability or refusal to act, the Secretary shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. In the absence of the Secretary, the Chair or acting Chair shall designate a member to perform the duties of the Secretary. ARTICLE IV COUNCIL DUTIES AND RESPONSIBILITIES Section 4.1 Duties and Responsibilities The duties and responsibilities of the Southlake Arts Council shall be to: (a) Act in an advisory capacity to the City Council in all matters pertaining to public art including visual art and performing art programs and facilities, the incorporation of art into the design of selected City projects, the commissioning of art pieces for public spaces and facilities, and the use of City funds for art projects and facilities. (b) Recommend policies for implementing the arts policy and public art projects, taking into consideration the policy's purposes and goals, and established general criteria, with a focus on the development, promotion, and preservation of aesthetic excellence in City public spaces. (c) Recommend any proposed changes that the Arts Council thinks are necessary to previously established policies to maintain consistency of review and implementation. (d) Review and recommend an annual Public Art Budget of the Community Services Department for inclusion in the annual budget of City funds, including a budget for visual art, the performing arts, and capital projects (facilities) related to the arts. (e) Recommend grants for the arts or art facilities that may be available to the City. DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 (f) Recommend appropriate elements to be included in specific proposals for public art projects, including without limitation, the design, execution, placement, maintenance, and ownership of selected artwork. The Arts Council may employ the public art project guidelines established to assist in this process. (g) Recommend appropriate methods of artist selection for public art projects; public art project proposal review, selection, and oversight; artwork acquisition, display, use, maintenance, storage, and its return, sale or other deaccession, when and if applicable. (h) Recommend elements to be selected for public art projects including design, execution, placement, maintenance, and ownership thereof. (i) Recommend proposals for public art projects; changes, additions, or deletions to such proposals; and recommendations to the City Council on final acceptance or rejection of such proposals. Q) Recommend Community Services Agreements that the City may make with outside art groups. (k) Recommend acceptance of donations over $1,000 or loans of artwork to be placed for more than 60 days, as well as placement of art -related gifts of state. ARTICLE V FISCAL YEAR Section 5.1 Fiscal Year The fiscal year of the Southlake Arts Council shall run with the City of Southlake fiscal year. ARTICLE VI AMENDMENTS TO BYLAWS Section 6.1 Amendments to Bylaws These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Southlake Arts Council members present at any regular meeting, or DRAFT — SOUTHLAKE ARTS COUNCIL BYLAWS, AS APPROVED BY THE BOARD ON MAY 28, 2024 any special meeting, if at least two (2) days' written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meetings. Original May 28, 2024 September 16, 2025 Approved By: Southlake Arts Council City Council 1stAmendment Approved By: 2"d Amendment Approved By: 3 d Amendment Approved By: RESOLUTION NO. 25-034 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING THE SOUTHLAKE ARTS COUNCIL BYLAWS, PROVIDING AN EFFECTIVE DATE. Whereas, the City Council created the Southlake Arts Council as set forth in Ordinance No. 908, dated May 15, 2007; and, Whereas, the Southlake Arts Council was created to act as an advisory board to the City Council relating to all matters of public art including visual art and performing art programs and facilities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: Section 1. All the findings in the preamble are found to be true and correct and the City Council does hereby incorporate said findings into the body of this resolution as if copied in its entirety. Section 2. The Southlake Arts Council Bylaws set forth in Exhibit "A" are hereby adopted, and any amendments to such bylaws must be approved by the City Council. Section 3. This resolution is hereby effective upon passage and approval by the City Council. PASSED AND APPROVED THIS THE 16T" DAY OF SEPTEMBER 2025. ATTEST: Amy Shelley, TRMC City Secretary CITY OF SOUTHLAKE, TEXAS Shawn McCaskill Mayor EXHIBIT "A" BY-LAWS OF THE SOUTHLAKE ARTS COUNCIL ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose The Southlake City Council established the Southlake Arts Council to act as an advisory board to the City Council in all matters relating to public art including visual art and performing art programs, and the use of city funds for art projects. The Southlake Arts Council seeks to align all public art initiatives in Southlake with resident and City Council priorities and heads several arts -related programs throughout the year. Section 1.2 Powers In fulfillment of its purpose, the Southlake Arts Council shall be governed by the Southlake City Code and other applicable laws. ARTICLE II BOARD MEMBERS Section 2.1 Composition and Terms of Office (a) The Southlake Arts Council shall consist of seven (7) regular members appointed by the City Council. Places on the Art Council shall be sequentially numbered and correspond with the number of regular members appointed (e.g., Places 1-7). Each member shall be a citizen of the City at all times while serving on the Arts Council. (b) Members shall be appointed for two-year terms. Members shall serve without compensation. All appointments for regular and/or alternate members to fill unexpired terms shall be filled in the same manner as regular appointments and shall terminate as per the original term being filled. (c) No board member may serve on the Arts Council for more than three (3) consecutive two (2) year terms. An Arts Council member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term on the Arts Council. EXHIBIT "A" (d) In addition to the regular members, the City Council may appoint up to three (3) citizens of the City as alternate members, who shall serve in the absence of one or more regular members. Alternates assigned to the Arts Council will be assigned a corresponding number (e.g. Alternate #1, Alternate #2). Alternate members shall attend all meetings and may participate in discussions related to agenda items or matters but will not vote on these items or matters. (e) An alternate member in the event of an absence or disqualification of a regular member at a meeting shall act in the place of such member and perform the duties of a regular member, including voting on agenda items or matters. In the absence of one or more regular members, the alternate member assigned with the highest numerical position (e.g., Alternate 1) and who is present shall be seated as a regular member. In the event of the resignation of a regular member, the alternate member assigned with the highest alternate numerical position will act in the place of such member until the City Council has appointed a new regular member for that place for the remainder of the term. (f) The City Council may also appoint ex-officio members to serve as non -voting advisors to the Arts Council. Such ex-officio members may include but are not limited to the design architect and/or engineer or the City's project manager. Ex-officio members are not required to be citizens of the City. (g) ) All board members shall serve in accordance with the provision of the approved Board and Commission Manual. (h) Members, unless specifically provided otherwise by State law, the City Charter, or the code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with the City Charter, State law, or another applicable ordinance. Section 2.2 Meetinas of the Council The Council shall meet on the fourth Tuesday of each month at The Marq Southlake or a designated meeting area. All meetings and deliberations of the Council shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with Chapter 551 of the Texas Local Government Code. Section 2.3 Special Meetings EXHIBIT "A" Upon the request of any Council member, the Chair shall call a special meeting of the Arts Council. The Chair shall fix a place and time for such special meetings subject to posting public notice in compliance with Chapter 551 of the Texas Local Government Code. Section 2.4 Quorum A simple majority of the Council shall constitute a quorum to conduct official business of the Council. Section 2.5 Conduct of Business (a) At the meeting of the Council, matters pertaining to the business of the Council, as posted on the agenda, shall be considered in accordance with the rules of procedure as from time to time prescribed by the Council. (b) At all meetings of the Council, the Chair shall preside. In the absence of the Chair, the Vice Chair shall preside. In the absence of both the Chair and the Vice Chair, the Secretary shall reside. (c) The Chair shall be a voting member of the Council. (d) Minutes of each Council meeting shall be filed with the City Secretary and made available upon request. Section 2.6 Vacancies Unless otherwise provided by state law, the City Charter, or the Code of Ordinances, the City Council shall appoint a member to fill a vacancy on the Arts Council. A member appointed to fill a vacated place on the Arts Council shall serve for the length of the unexpired term and this time does not constitute a full term. The term limit does not begin until appointed as a full member of the Arts Council. Members of the Arts Council shall serve without compensation until their successors are pointed. Section 2.7 Attendance Members not planning to attend a regular meeting or special meeting shall notify the Arts Council Staff Liaison or the Chair of the Arts Council by 12:00 PM of the meeting day. Any member or alternate of the Arts Council with absences from two (2) consecutive regular meetings, shall be reported to the City Council. The City Council may, at its discretion, remove an Arts Council member and appoint a replacement. Section 2.8 Committees of the Council EXHIBIT "A" The Council, through a regular vote, may appoint two (2) or more committee or sub- committee members to serve as designated. Section 2.9 Compensation of Council Members Council members shall not receive any salary or compensation for their services. ARTICLE III OFFICERS Section 3.1 Officers and Terms of Office (a) The Officers of the Council shall be a Chair, Vice -Chair, and Secretary. The City Council shall appoint the Arts Council Chair as outlined in Ordinance No. 1228B. (b) A board member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term. (c) At the meeting following the appointment of new members and Chair by the City Council, the Arts Council shall elect from its members a Vice -Chair and Secretary to serve a one-year term until the next annual appointment of new Arts Council members. (d) Should any of the above -referenced officer's positions become vacant, the Council shall hold a special election to fill such a vacancy for the duration of the unexpired term. (e) All officers shall be subject to removal from office at any time by a vote of the majority of the Council. (f) Within thirty (30) days after the appointment of a new member to the council, or prior to the first time that a new member participates in a meeting, the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual. Sections 3.2 Powers of the Chair The Chair shall preside at all meetings of the Council and perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Council and the City Council. Section 3.3 Vice -Chair EXHIBIT "A" In the absence of the Chair, or in the event of his/her inability or refusal to act, the Vice - Chair shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice -Chair shall perform other duties as from time to time may be prescribed. Section 3.4 Secretary The Secretary shall ensure that the minutes of each Council meeting shall be filed with the City Secretary and in general shall perform all duties as from time to time may be assigned to him/her by the Chair of the Council. In the absence of the Chair and Vice - Chair, or in the event of their inability or refusal to act, the Secretary shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. In the absence of the Secretary, the Chair or acting Chair shall designate a member to perform the duties of the Secretary. ARTICLE IV COUNCIL DUTIES AND RESPONSIBILITIES Section 4.1 Duties and Responsibilities The duties and responsibilities of the Southlake Arts Council shall be to: (a) Act in an advisory capacity to the City Council in all matters pertaining to public art including visual art and performing art programs and facilities, the incorporation of art into the design of selected City projects, the commissioning of art pieces for public spaces and facilities, and the use of City funds for art projects and facilities. (b) Recommend policies for implementing the arts policy and public art projects, taking into consideration the policy's purposes and goals, and established general criteria, with a focus on the development, promotion, and preservation of aesthetic excellence in City public spaces. (c) Recommend any proposed changes that the Arts Council thinks are necessary to previously established policies to maintain consistency of review and implementation. (d) Review and recommend an annual Public Art Budget of the Community Services Department for inclusion in the annual budget of City funds, including a budget for visual art, the performing arts, and capital projects (facilities) related to the arts. (e) Recommend grants for the arts or art facilities that may be available to the City. EXHIBIT "A" (f) Recommend appropriate elements to be included in specific proposals for public art projects, including without limitation, the design, execution, placement, maintenance, and ownership of selected artwork. The Arts Council may employ the public art project guidelines established to assist in this process. (g) Recommend appropriate methods of artist selection for public art projects; public art project proposal review, selection, and oversight; artwork acquisition, display, use, maintenance, storage, and its return, sale or other deaccession, when and if applicable. (h) Recommend elements to be selected for public art projects including design, execution, placement, maintenance, and ownership thereof. (i) Recommend proposals for public art projects; changes, additions, or deletions to such proposals; and recommendations to the City Council on final acceptance or rejection of such proposals. Q) Recommend Community Services Agreements that the City may make with outside art groups. (k) Recommend acceptance of donations over $1,000 or loans of artwork to be placed for more than 60 days, as well as placement of art -related gifts of state. ARTICLE V FISCAL YEAR Section 5.1 Fiscal Year The fiscal year of the Southlake Arts Council shall run with the City of Southlake fiscal year. ARTICLE VI AMENDMENTS TO BYLAWS Section 6.1 Amendments to Bylaws These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Southlake Arts Council members present at any regular meeting, or EXHIBIT "A" any special meeting, if at least two (2) days' written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meetings. Original May 28, 2024 September 16, 2025 Approved By: Southlake Arts Council City Council 111 Amendment Approved By: 2"d Amendment Approved By: 311 Amendment Approved By: