§ 2-1113. Governing body.

A.

Members. The governing body of the Trust shall be a Board of Trustees composed of twenty-four (24) members, none of whom shall be employees of the Trust. The members shall be the following:

(a)

One (1) appointment from each member of the Board of County Commissioners;

(b)

One (1) appointment by the Executive Mayor;

(c)

The Miami-Dade County Manager or his designee;

(d)

The President of the Vizcayans;

(e)

The Chairperson of the Foundation of Villa Vizcaya;

(f)

The President of the Guides;

(g)

The Chairperson of the Black Archives, History and Research Foundation of South Florida, Inc. or designee;

(h)

A Representative of the Deering/Danielson Family chosen by the Trust;

(i)

The President or Chairperson of the Cultural Affairs Council.

(j)

The Director of the Miami-Dade Park and Recreation Department.

(k)

The Chairperson of the Miami-Dade Hispanic Advisory Board.

(l)

The Chairperson of the Miami-Dade Asian-American Advisory Board.

Individuals shall be appointed based on the following criteria:

(a)

Knowledge of and demonstrable service to Vizcaya Museum and Gardens;

(b)

Knowledge of and service to museums;

(c)

Representation of the diverse populations of the Miami-Dade County community;

(d)

Ability to expand involvement in Vizcaya to communities that have historically not utilized and supported Vizcaya; and

(e)

Special expertise in areas of museum collections, architectural preservation, environmental science, history, museum interpretation, landscaping, or historic preservation.

Members of the Trust shall serve without compensation but shall be entitled to reimbursement for necessary expenses incurred in the discharge of their duties. Each member must sign and abide by a code of ethics modeled after the most recent American Association of Museum's Code of Ethics.

B.

Vacancies on Board of Trustees. In the event that membership on the Board of Trustees falls below seven members, vacancies on the Board of Trustees shall be filled in the same manner by which the original Trustees were appointed, with a special emphasis on choosing persons who represent the demographic composition of the entire community. When an initial or subsequent vacancy exists, the Trust Chairperson of Vizcaya Museum and Gardens shall notify the appointing entity by registered mail, return receipt requested. Such notice shall inform the appointing entity of the vacancy and the fact that the Board of Trustees shall appoint an individual to serve if the vacancy is not filled within ninety (90) days of receipt of the notice. Upon expiration of ninety (90) days from the date of the delivery of such notice, the Board of Trustees may appoint an individual to serve that position until expiration of the existing term.

C.

Qualifications of Members. Each member of the Board of Trustees shall be a United States citizen and a permanent resident and duly qualified elector of Miami-Dade County, unless the Board of County Commissioners waives the residency requirement by a two-thirds ( 2/3 ) vote of its membership, and shall be of an outstanding reputation of integrity, responsibility, and commitment to serving the community.

D.

Tenure and Removal of Members. All members shall serve staggered terms of three (3) years each, provided, however, of the original Board of Trustees, the Trust shall select seven (7) members for a term of one (1) year and seven (7) members for a term of two (2) years and nine (9) members for a term of three (3) years. No trustee shall be permitted to serve more than two (2) consecutive and complete terms of three (3) years each unless so authorized by two-thirds ( 2/3 ) vote of the full membership of the Board of County Commissioners. Trustees may be removed in accordance with the provisions of Chapter 2-11.38 of the Code of Miami-Dade County.

E.

Organization of the Board of Trustees.

1.

Officers. The Trust shall organize after the members thereof have qualified to serve and shall, each fiscal year, elect one (1) of its voting members as chairperson and one (1) of its voting members as vice-chairperson and shall designate a secretary who may or may not be a member of the Board, and such other officers as the Trust may determine to be necessary. In addition, the Trust shall make, adopt and amend by-laws, rules and regulations for its own governance and for the operation, governance, restoration, preservation and maintenance of designated facilities.

2.

Meetings. The Trust shall hold meetings as it deems necessary to discharge its duties. Five members shall constitute a quorum. Minutes shall be kept of all meetings of the Trust and all meetings shall be duly noticed to the public.

3.

Committees. The chairperson shall nominate and the Trust shall appoint the chairperson and members of such committees as the Trust shall find helpful to their mission, however, no authority to act or speak in the name of the Trust shall be delegated to a committee. Each committee shall be chaired by a duly appointed member of the Trust, however, committee membership may include persons who are not members of the Trust. The Trust may establish or eliminate committees at its discretion.

4.

Applicability of County rules and procedures. The Trust shall at all times operate under the Florida Open Government laws, including the "Sunshine Law," public meeting laws and public records laws and shall be governed by all State and County conflict of interest laws, as applicable, including the Miami-Dade County Conflict of Interest and Code of Ethics Ordinance, Sec. 1112-11.1 of the Code of Miami-Dade County.

5.

Voting Requirements. Trustees may not designate alternates to vote on their behalf or vote by proxy.

6.

Protection from personal liability. The members of the Trust may be included as insureds within the terms of any comprehensive general and professional liability insurance policies adopted by Miami-Dade County for the benefit of the Trust. Members shall, while acting within the scope of their duties, also be entitled to personal liability protection by Miami-Dade County, to the same extent that Miami-Dade employees and agents have such protection. Through the County Budgetary process, the Trust is empowered to obtain such additional Trust member's liability insurance as the Trust shall determine to be necessary, and the expense of such insurance shall be an expense of the Trust.

7.

Restriction on the Board. Neither the Trust nor any of its members shall direct or request the appointment of any person to, or his removal from their position by the Executive Director or any of his subordinates, or take part in the appointment or removal of Miami-Dade employees at Vizcaya, provided, however, that the Trust and its members may take such actions regarding the removal and appointment of the Vizcaya Director as provided in this article. Except for the purpose of inquiry, the Trust and its members shall deal with the employees at Vizcaya solely through the Executive Director and neither the Trust nor any members thereof shall give orders to any subordinates of the Executive Director, either publicly or privately. Any willful violation of the provisions of this section by a member of the Trust shall be grounds for his or her removal from office by an action brought in the Circuit Court by the State Attorney of this County. No Board member shall be eligible for the position of Director during or within two (2) years after the expiration of his or her latest term as a Board member.

8.

Attendance requirement. Notwithstanding any other provision of this Code, any board member shall be automatically removed if, in a given fiscal year:

(i)

He or she is absent from two (2) consecutive meetings without an acceptable excuse;

(ii)

He or she is absent from three (3) of the Board's meetings without an acceptable excuse; or

(iii)

Whether excused or not, he or she misses two-thirds ( 2/3 ) of the Board's meetings in a given fiscal year. A member shall be deemed absent from a meeting when he or she is not present at the meeting at least seventy-five (75) percent of the time. An "acceptable excuse" is defined as an absence for medical reasons, business reasons, personal reasons, or any other reason which the Trust, by a two-thirds ( 2/3 ) vote of the membership, deems appropriate. By a two-thirds ( 2/3 ) vote of the members of the full Board of Trustees, the provisions of this section may be waived.

(Ord. No. 98-112, § 3, 7-21-98; Ord. No. 00-126, § 1, 10-3-00; Ord. No. 17-42, § 1, 7-6-17)