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HomeMy WebLinkAboutBozeman TBID Bylaws revised 11-24-09 (2)Page 1 of 9 Bozeman Tourism Business Improvement District BYLAWS Adopted by the Board of Trustees November 18, 2009 Revised and Approved by the Bozeman City Commission November 23, 2009 Page 2 of 9 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, these Bylaws, and any City of Bozeman ordinance adopted for purposes of the BTBID, provided that the Board of Trustees determines 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) “Board” means the board of trustees of the BTBID. (c) “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. As established by City of Bozeman ordinance, 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 Page 3 of 9 the board, once established, may be changed within these limits from time to time by the Governing Body. Section 2.3 Qualifications 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 Governing Body at any time as determined by the Board. The Governing Body may accept applications for consideration of appointment from individuals not nominated by the Board. Section 2.5 Appointment. Seven initial trustees have been appointed by the Governing Body in City of Bozeman Ordinance 1765, and future trustees shall be appointed 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 Governing Body 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 Governing Body. A vacancy on the Board shall be filled by the Governing Body. Page 4 of 9 Section 2.9 Powers and Duties. The Board shall have those powers set forth in any City of Bozeman ordinance adopted for purposes of the BTBID. 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 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 any City of Bozeman ordinance adopted for purposes of the BTBID; (8) compliance with the requirements of any City of Bozeman ordinance adopted for purposes of the BTBID; and (9) long range and strategic planning. Section 2.10 No Compensation. Members of the Board may receive no compensation for service. Board members shall be entitled to previously authorized expenses, including travelling expenses, incurred in the discharge of their official duties. Section 2.11 City Commission Liaison. The Governing Body shall appoint a City Commissioner to serve as a liaison to the Board of Trustees. The Commissioner shall be provided notice of and information for all meetings and may participate in Board deliberations but shall not have voting authority. The Commissioner shall be appointed on January 1st of every even year for a term of two (2) years. 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 seventy-two hours before the regular meeting is to occur. An agenda must be provided to the City Clerk seventy-two hours prior to the meeting for posting. In addition, public notice of regular Board meetings shall be provided via news release, website, newspaper advertisement or other method determined by the Board. All meetings of the Board shall be open to the public except as provided in Sect. 2-3-203, MCA. Page 5 of 9 Section 3.2 Special Board Meetings. Pursuant to Sect. 2-3-112, MCA, only in cases of emergency situations, a decision of the Board that must be made to maintain or protect the interests of the TBID, or a decision involving no more than a ministerial act, may 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, in the manner provided in Section 3.1, to each member of the Board and the City Clerk. Such notice shall state the purpose for which such special meeting is called. Section 3.3 Quorum. 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 Board, 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 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. Committees must comply with the noticing and open meeting requirements of Sect. 3.1 and 3.2. 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. Minutes shall be taken of all committee meetings. 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 Page 6 of 9 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 Governing Body pursuant to §7-12- 1122, MCA. 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 Sect. 15-65-101, MCA, 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. Page 7 of 9 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. Meetings of the Advisory Board shall comply with Sect. 3.1 and 3.2. Article V Conflict of Interest/Ethics Section 5.1 City of Bozeman Code of Ethics. All BTBID trustees shall comply with Chpt. 2.01 of the Bozeman Municipal Code (Code of Ethics). Article VI Administrative and Financial Provisions Section 6.1 Fiscal Year. The fiscal year of BTBID shall be July 1 through June 30. 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 Body. 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. If amendments to the budget are necessary the Board shall present those amendments to the Governing Body. 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. Page 8 of 9 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 public who wishes to see them, provided arrangements are made in advance to review said records in the office of the BTBID during regular office hours. The BTBID shall comply with the most current version of the City of Bozeman records retention schedule and Title 7, Chpt. 6, MCA. Section 6.6 Audit. The Board shall engage an independent certified public accounting firm to audit, annually, all general and special accounts of the BTBID. The firm may be instructed to perform unannounced audits at any given period of the year for verification of accounts, in addition to the annual audit. The Board may from time to time audit hotel reports of occupancy to assure proper collections of assessments. All audit results should be distributed in writing on a timely basis to the Board. Section 6.7 Use of Assessments. Assessments collected by the BTBID shall be used for the following purposes: (a) The funding of all uses and projects for tourism promotion within Bozeman as specified in the Bozeman BTBID budget and any City of Bozeman ordinance adopted for purposes of the BTBID; (b) The marketing of convention and trade shows that benefit local tourism and lodging businesses in Bozeman; (c) The marketing of Bozeman to the travel industry in order to benefit local tourism and the lodging businesses located within the Bozeman BTBID; and (d) The marketing of Bozeman to recruit major sporting events in order to promote local tourism and to benefit the lodging businesses within the Bozeman BTBID. Section 6.8 Spokesperson. Only the Chair of the Board, the Executive Director, or their designee shall have authority to speak on behalf of, or to issue press releases for, the Board or the BTBID. Article VII Amendments Section 7.1 These Bylaws may be amended or repealed and new Bylaws adopted by the Board at any regular or special meeting of the Board by the affirmative vote of at least two-thirds (2/3) of the trustees. Any changes to these by- laws must be approved by the Governing Body. Page 9 of 9 CERTIFICATE OF ADOPTION OF BYLAWS The undersigned hereby certifies that the above Bylaws of the Bozeman Tourism Business Improvement District were duly adopted by majority vote of the Board of Directors at a duly held meeting on November 18, 2009, and shall constitute the Bylaws of the Bozeman Tourism Business Improvement District upon approval by the City Commission. DATED: ___________, 2009 ____________________________ ___________________, Director, BTBID APPROVED as revised by the City Commission of the City of Bozeman on the 23rd day of November, 2009. _____________________________ KAAREN JACOBSON Mayor ATTEST: ____________________________________ STACY ULMEN, CMC City Clerk APPROVED AS TO FORM: ______________________________ GREG SULLIVAN Bozeman City Attorney