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HomeMy WebLinkAboutBylaws of Bozeman Tourism Business Improvement District Bozeman Tourism Business Improvement District BYLAWS 2009 Adopted by the Board of Trustees October 7, 2009 BOZEMAN TOURISM BUSINESS IMPROVEMENT DISTRICT BYLAWS Article I Organization Section 1.1 Name The name of the organization shall be the Bozeman Tourism Business Improvement District, hereafter referred to as the "BTBID." Section 1.2 Mission The mission of the BTBID is to promote tourism that generates room nights for lodging facilities in the city of Bozeman, Montana by effectively marketing our region as a preferred travel destination. Section 1.3 Powers The BTBID may engage in any activity consistent with the Bozeman City Charter, Montana law, and these Bylaws, provided that the Board of Trustees determines that the activity is in furtherance of the purposes for which the BTBID was formed. Section 1.4 Definitions The following terms used herein shall have the following definitions: (a) "Act" means the Montana Business Improvement District Act. (b) "Appointing Authority" means the Mayor of the City of Bozeman, Montana. (c) `Board" means the board of trustees of the BTBID. (d) "Governing Body" means the City Commission of City of Bozeman, Montana. Article II Board of Trustees Section 2.1 Board of Trustees All corporate powers shall be exercised by or under authority of, and the business affairs of the BTBID shall be managed under the direction of, the Board of Trustees of the BTBID except as may be otherwise provided in these Bylaws or by law. Section 2.2 Number The Board of Trustees shall consist of not less than five or more than seven owners of property within the BTBID or their designees. The number of trustees of the board, once established, may be changed within these limits from time to time by resolution of the Governing Body. Section 2.3 Quifications of Trustees. Candidates for trustee should meet the following general criteria: (1) owners of real property subject to the jurisdiction of the BTBID or a formally appointed representative of a real property owner, (2) committed to the well -being of the BTBID, (3) respected citizen or leader, (4) able to work effectively as part of a group, (5) competent in some area of value in achieving objectives of the BTBID, (6) able to maintain a commitment for the term of appointment, and (7) balances board in terms of representation of large, medium and small hotel properties. Section 2.4 Nominations A nominating committee, as designated by the Board, shall submit the name or names of nominees for Board membership to the Appointing Authority at any time as determined by the Board. Section 2.5 Appointment Seven initial trustees have been appointed by the Governing Body in City of Bozeman Resolution 1765, and future trustees shall be appointed by the Appointing Authority and approved by the Governing Body. Section 2.6 Term Three of the trustees who are first appointed must be designated to serve for terms of 1, 2, and 3 years, respectively, from the date of their appointments, and two must be designated to serve for terms of 4 years from the date of their appointments. For a seven member board, there must be two additional appointments for terms of 2 years and 3 years respectively. After initial appointment, trustees must be appointed for a term of office of 4 years, except that a vacancy occurring during a term must be filled for the unexpired term. A trustee shall hold office until the trustee's successor has been appointed and qualified. Section 2.7 Absences If, within a period of twelve (12) consecutive months, any trustee is absent from four (4) or more regular Board meetings, notice of which has been given to the trustee at the trustee's usual place of work or residence, or by announcement at a meeting attended by the trustee, the Chairman may call such absences to the attention of the Board which may then recommend to the Appointing Authority that such trustee be removed and that another person be appointed to serve for the unexpired term. Section 2.8 Resignation, Removal and Vacancies. A trustee may resign at any time by delivering written notice to the Board. A trustee's resignation is effective upon delivery of the notice of resignation unless the Board authorizes otherwise. A member of the Board may be removed by the Appointing Authority, with the consent of the Governing Body. A vacancy on the Board shall be filled by the Appointing Authority, with the approval of the Governing Body. Section 2.9 Powers and Duties The Board shall have those powers set forth in the Act. The Board's responsibilities shall include, without limitation, (1) administration of the BTBID, including oversight of expenditure of its funds; (2) the establishment of goals and policies from the BTBID, (3) providing annual budgets and work plans to the Governing Body for approval each fiscal year; (4) nomination of trustees for the BTBID to the Appointing Authority and Governing Body; (5) recommending to the Governing Body for approval each fiscal year a method of levying an assessment on the property within the BTBID that will best ensure that the assessment on each lot or parcel is equitable in proportion to the benefits to be received; (6) appointment of a director of the BTBID; (7) approval and implementation of projects and programs to be undertaken or administered in furtherance of the objectives of the BTBID and the purposes of the Act, (S) compliance with the requirements of the Act, and (9) long range and strategic planning. Section 2.10 No Compensation Members of the Board may receive no compensation for his or her service. Board members shall be entitled to previously authorized expenses, including travelling expenses, incurred in the discharge of his or her duties. Article III Meetings of the Board Section 3.1 Regular Board Meetings The regular meetings of the Board shall be held at a time and location determined by the Board. Notice of such meetings shall be provided by telephone, telefax, U.S. mail, e-mail or other communication, at least twenty -four hours before the regular meeting is to occur. Public notice of regular Board meetings shall be provided via news release, website, newspaper advertisement or other method determined by the Board to inform the community. Section 3.2 Special Board Meetings The Chair or any officer and two members of the Board may call a special meeting of the Board upon at least twenty -four hours notice as provided in Section 3.1 to each member of the Board. Such notice shall state the purpose for which such special meeting is called. Section 3.3 uorum. A quorum of the Board consists of a majority of the number of trustees in office immediately before the meeting begins. Trustees may be in attendance at any meeting in person or by telephone connection, but any such connection shall permit any trustee not attending in person to hear all discussion concerning any item upon which action is to be taken, and shall permit all persons in attendance to hear the trustee attending by telephone. Section 3.4 Board Action If a quorum is present at a meeting of the Bard, then the affirmative majority vote of the trustees present at the meeting shall constitute the act of the Board. The Board may not take any action unless a quorum of the Board is present, except a majority of less than a quorum may adjourn the meeting from time to time without further notice. Each trustee shall have one (1) vote. Section 3.5 Proxy Prohibition. No proxy voting shall be permitted. Section 3.6 Action by Written Consent Any action of the Board may be taken without a meeting and may be in the form of fax or a -mail. A 2/3 majority of the voting members of the Board are required to pass a written motion. Section 3.7 Committees The Board may designate and establish such committees and task forces as it considers appropriate to carry into effect the objectives and purposes of the BTBID. Committee chairs will be appointed by the Chair of the Board. Committee meetings or task force meetings may be called at any time by the chairperson of the committee or task force or by the Chair of the Board. At any duly called meeting of a committee or task force, those present shall constitute a quorum. Each committee and task force shall study, investigate and make recommendations to the Board on subject within the general scope of activity assigned it by the Chair of the Board or which subsequently may be referred to it by the Chair of the Board of by the Board. Article IV Officers Section 4.1 Officers There shall be a Chair, a Vice Chair, a Secretary/Treasurer and BTBID Executive Director of the Board who shall be the officers of BTBID. In the absence of the Chair the Vice Chair shall act as chairman. The Executive Director is a non voting member of the Board. Section 4.2 Election of Officers Officers shall be elected annually by the Board at the last regular meeting of the fiscal year. Any officer may sign all official documents on behalf of the organization upon approval by the Board, and shall have such other duties as the Board may direct. Section 4.3 Chair The Chair shall preside at all meetings of the Board and at any other meetings of the BTBID. The Chair shall appoint members to such committees and task forces as are created by the Board of Directors. The initial chair shall be appointed by the Mayor of the City of Bozeman, pursuant to §7 -12 -1122 M.C.A. The term of office of the Chair shall be for one year or until his /her successor is elected. Section 4.4 Vice Chair The Vice Chair shall perform the duties and exercise the powers of the Chair in the absences or disability of the Chair and shall perform any other duties as prescribed by the Board of Directors. Section 4.5 Secretary/Treasurer The secretary and/or treasurer shall keep a record of all proceedings, minutes of meetings, certificates, contracts and corporate acts of the Board and shall be responsible for oversight of the financial records of the organization. The Board may appoint an assistant secretary /treasurer who need not be a member of the Board. Section 4.6 Executive Director An Executive Director of the BTBID shall be appointed by the Board. The Executive Director must be the executive director of a nonprofit convention and visitors bureau, as defined in 15-65 101, M.C.A., if a nonprofit convention and visitors bureau is operating within the Governing Body's jurisdiction. The Executive Director shall be charged with the general supervision and management of the business affairs of the BTBID. The Executive Director shall be the chief executive officer and shall be charged with initiating and implementing the marketing plan, budget and related projects, the general supervision over employees, including their duties and compensation in conformity with the policies approved by the Board. The Executive Director shall keep the minutes of the Board meetings, keep other records as the Board may direct, and perform such other duties as may be prescribed by the Boards, these Bylaws, or by law. The Executive Director shall so manage the affairs of the BTBID as to promote the objectives for which the BTBID is organized. Section 4.7 Other Officer Duties The Board may provide such additional duties for any officer, as it deems necessary. Section 4.8 Officer Vacancy. A vacancy in any office shall be filled by the Board at its next regular meeting for the remainder of the unexpired term. Section 4.9 Advisory Board. The Advisory Board shall be made up of at least three (3) but not more than five (5) representatives from organizations, clubs, groups, districts, or associations that have a direct correlation to the primary mission of the BTBID. The Advisory Board will function in an advisory capacity to the BTBID only and will not have voting or proxy rights on issues take up by the board. Article V Conflict of Interest Section 5.1 Conflict of Interest A conflict of interest transaction is a transaction with the BTBID in which a trustee of the BTBID has a direct or indirect interest. A conflict of interest transaction is not voidable or the bases for imposing liability on the interested trustee if the transaction was fair at the time it was entered into or is approved pursuant to Mont. Code Ann. §35- 2 -418. However, in not event shall the interested trustee vote on the decision to enter into such transaction. Any trustee having an interest or conflict in a transaction presented to the Board for authorization, approval, or ratification shall make a prompt, full and frank disclosure of his or her interest to the Board prior to its acting on such transaction. Such disclosure shall include any relevant and material facts, known to such person, about the transaction which might reasonably be construed to be adverse to the BTBID's interest. The Board shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such trustee shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction, nor shall the trustee be counted in determining the quorum for the meeting. The minutes of the meeting will, upon request, reflect that a disclosure was made, the action taken with respect to such disclosure, and, if applicable, the abstention from voting and the presence of a quorum. Article VI Administrative and Financial Provisions Section 6.1 Fiscal Year The fiscal year of BTBID shall be Section 6.2 Check Writing Authority The Board shall establish limits on the check writing authority of trustees, officers, employees, and agents of BTBID. Section 6.3 Budget and Marketing Plan Expenditure of all income shall be allocated to meet the operating needs of the BTBID under a budget and marketing plan prepared by the Executive Director and adopted by the Board and Governing Authority. The Executive Director shall make a cumulative report each month to the Board on income and expenditures. The approved budget and marketing plan shall be reviewed as requested by the Board to assure that funds are being expended as allocated and to determine if any reallocation of resources is needed. Section 6.4 Disbursements Upon approval of the Fiscal Year Budget by the Board and the Governing Body, the Executive Director is authorized to make such disbursements as necessary on accounts and expenses provided for in that budget, without additional approval from the Board. Such disbursements may be made by check and require any two (2) of the following signatures: Executive Director; Chair; or any designated trustee(s). Checks shall be supported by proper requisitions, vouchers, statements, or other evidence showing the expenditure to be appropriate and authorized under the budget. Section 6.5 Public Records All financial records of the BTBID related to assessments are public documents and shall be made available to any member of the