§ 2-1151. Zoo Miami Oversight Board.

1.

Creation of the Zoo Miami Oversight Board. There is hereby created and established as an agency and instrumentality of Miami-Dade County a board which shall be named and known as the Zoo Miami Oversight Board (hereinafter referred to as "the Zoo Board").

2.

Purpose. The Zoo Board shall be a governing advisory board to the Board of County Commissioners and have such rights and responsibilities as set forth in this article and in the Operating Agreement between Miami-Dade County and Zoo Miami Foundation, Inc. (the "Foundation"). In addition to overall policy and operational guidance, the Zoo Board shall be responsible for establishing long and short term strategic and program plans for Zoo Miami, including the establishment of goals and objectives guiding all activities and for overseeing the preparation of a consolidated (Foundation and County) budget for Zoo Miami for adoption by the Foundation and Board of County Commissioners.

3.

Designated facilities. As used herein, the term "Zoo Miami" shall include certain real property owned by Miami-Dade County at the zoological park located at 12400 SW 152 Street subject to certain restrictive covenants and its related personal property utilized to support Zoo Miami.

4.

Board membership.

A.

Members. Oversight of the policy and operation of Zoo Miami shall be performed by an Oversight Board composed of the following nine (9) members:

(a)

Two members to include or be appointed by the County Mayor and in his absence, a designee;

(b)

The Sitting Chairperson of the Foundation;

(c)

The immediate past Chairperson of the Foundation, provided however, that if the immediate past Chairperson of the Foundation is unable or unwilling to serve as a member of the Zoo Board, then the Foundation shall nominate a person to serve as a member of the Zoo Board and said nomination shall be subject to the approval of the Zoo Board;

(d)

The Executive Director of the Foundation;

(e)

The Director of Zoo Miami;

(f)

The Director of the Miami-Dade Park, Recreation and Open Spaces Department, or its successor department with oversight over the Zoo;

(g)

A member of the Board of County Commissioners to be designated by the Chairperson of the Board of County Commissioners ("Board Designee"); and

(h)

A member of the Executive Committee of the Foundation.

Members of the Zoo Board 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 Zoos and Aquariums Code of Ethics.

5.

Organization of the Oversight Board.

(a)

Officers. The chairperson of the Zoo Board shall be the Board Designee and the vice-chairperson of the Zoo Board shall be a representative of the Zoological Society selected by the Zoological Society. The Zoo Board shall designate a secretary who may or may not be a member of the Zoo Board, and such other officers as the Zoo Board may determine to be necessary. In addition, the Zoo Board shall make, adopt and amend bylaws, rules and regulations for its own governance and for the operation, governance, restoration, preservation and maintenance of designated facilities.

(b)

Meetings. The Zoo Board shall hold regular meetings, no less then six (6) times per year, and such other meetings, as it deems necessary. A majority of the duly appointed and sitting members of the Zoo Board shall constitute a quorum. Minutes shall be kept of all meetings of the Zoo Board and all meetings shall be duly noticed to the public.

(c)

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

(d)

Applicability of County rules and procedures. The Zoo Board 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, Section 2-11.1 of the Code of Miami-Dade County.

(e)

Restriction on the Zoo Board. Neither the Zoo Board nor any of its members shall direct or request the appointment of any person to, or his removal from, their position by the County Zoo Director or the Foundation Executive Director or any of their subordinates, or take part in the appointment or removal of Miami-Dade or Foundation employees at Zoo Miami; provided, however, that the Zoo Board and its members may render advisory assistance regarding the removal and appointment of the Directors as provided in this section. Except for the purpose of inquiry, the Zoo Board and its members shall deal with the employees at Zoo Miami solely through the Executive Directors of the Foundation and the County Zoo Director and neither the Zoo Board nor any members thereof shall give orders to any subordinates of the Executive Directors of the Foundation and the County Zoo Director, either publicly or privately. Any willful violation of the provisions of this section by a member of the Zoo Board shall be grounds for his or her removal from the Zoo Board by an action brought in the Circuit Court by the State Attorney of this County.

(f)

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)

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

(iii)

Whether excused or not, he or she misses two-thirds ( 2/3 ) of the Zoo 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 Zoo Board, 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 Zoo Board, the provisions of this section may be waived.

(g)

Staff support. The County Manager and the County Attorney, in cooperation with the Zoological Society of Florida, shall provide such staff support to the Zoo Board as may be necessary to accomplish its purpose.

6.

Operating agreement. The relationship between the County and Zoological Society and the manner in which these parties work jointly under the oversight of the Zoo Board shall be set forth in an Operating Agreement. The Operating Agreement shall include, but not be limited to, the following terms and conditions: requirement for the development and approval of a master strategic plan and maintaining national accreditation, establishment of specific goals and objectives, development of a consolidated (Zoological Society and County) budget, stipulating the manner in which capital improvement, zoo operations, marketing, fundraising, education and other activities will be conducted jointly by the Zoological Society and the County. The Operating Agreement shall be approved by the Board of County Commissioners and Zoological Society of Florida Board of Directors.

7.

Liberal construction to effectuate public purpose. This section, being for the public purpose and for the long-term welfare of Zoo Miami facilities and the present and future citizens of Miami-Dade County, Florida, shall be liberally construed to effect the purposes hereof.

(Ord. No. 98-168, § 1, 11-24-98; Ord. No. 10-86, § 1, 12-7-10; Ord. No. 18-138, § 1, 11-8-18)