| Please
take the time to look over these bylaws and make suggestions the Bolded/Italic
text represents changes talked about at the March meeting. You can email
your suggestions to:Carla Lovato
I
will compile your suggestions, and bring them to the next meeting. Special
thanks to: Aja of Roots 101 for pulling this together for BAMA, and Ed
Kuntz of an Exceptional place to B and B for working on the edits. Please
remember that this is a work in progress and has not been voted upon yet.
BY-
LAWS
of the
Bay Area Merchants Association
ARTICLE
I Name
The names of this organization shall be Bay Area Merchants
Association.
ARTICLE
II Fiscal Year
The fiscal year of the Bay Area Association shall be
January 1 to December 31.
ARTICLE
III Purpose
The purpose of the Bay Area Merchants Association is
to promote tourism, improve the economic climate, and to promote
local activities that will stimulate the new business in the area
of Historic Taft
Old one: Serving the Taft area of Lincoln City Oregon, the
Bay Area Merchants Association (BAMA) promotes activities celebrating
the historic Siletz Bay, encouraging economic prosperity by promoting
tourism and preserving the unique character of Taft.
.
ARTICLE IV Membership
Section 1. Eligibility: The membership
of the Bay Area Merchants Association is open to any merchant
or business in the Bay Area of Lincoln City who does business
by, through, or in the city of City of Lincoln City; and to any
resident who has paid membership dues to the Bay Area Merchants
Association. No person shall be excluded on the basis of race,
creed, sex or national origin.
Section 2. Voting: Privileges shall be extended
to all members of the Bay Area Merchants Association. Individual
businesses shall be entitled to cast one vote. The
use of electronic voting, ie. via e-mail, will be acceptted when
appropriate and timely.
Section 3. Regular Meetings: Regular meetings of the
membership shall be held at 5:30PM on
the second Tuesday of each month, unless otherwise ordered by
the Bay Area Merchant Association president or by its Members
in good standing.
Section 4. Special Meetings:
Special meetings of the membership may be called by the President,
the Members in good standing, or upon the written petition of
not less than ten (10) members. Anyone wishing to address the
regular meeting will have to request in advance that they be on
the agenda.
Section 5. Quorum: (In law, a quorum is the minimum
number of members of a deliberative body necessary to conduct
the business of that group. Ordinarily, this is a majority of
the people expected to be there, although many bodies may have
a lower or higher quorum.) A quorum here is considered
to consist of two elected officers and all paid up BAMA members
present at the meeting.
Section 6. Honorary Membership: The Bay Area Merchants
Association, in keeping with its objective, reserves the right
by public display, resolution or certificate, to honor members
of the Association or citizens of the community.
Section 7. Annual Meeting: The first meeting in January
shall be known as the annual meeting and shall be for the purpose
of installing officers, receiving reports of officers and committees,
and for any other business that may arise.
Section 8. Members in good standing: Members in good
standing are defined as those members who have completed all requirements
for membership in the organization and whose dues are not delinquent.
Only members, or designated representatives of members, in good
standing shall serve as officers or directors of the Association,
except as may otherwise be set forth in these By-Laws.
ARTIVLE V Dues
Section 1. Membership Dues shall be due on the
first day of January and each Anniversary date of membership.
Dues shall be payable in full. Dues shall be in such amount or
amounts as shall be fixed by a majority vote of the members in
attendance.
Section 2. Delinquent Dues: Any member whose
dues remain unpaid as of the due date shall be delinquent, and
after ninety (90) days in such delinquent status may be dropped
from membership by majority vote of members in attendance.
ARTICLE VI Officers
Section 1. The officers of the Bay Area Merchants
Association shall be President; Vice President; Secretary; and
Treasurer.
Section 2. The President shall be present at
all meetings, enforce the By-Laws, and have general supervision
of the interests of the Association. The President shall have
the power to appoint all new special and new standing committees,
and shall appoint an agenda coordinator.
Section 3. The Vice President shall be an ex-officio
member of all committees except the nominating or election committee,
and shall be the chairman of the membership committee. The Vice
President shall be responsible for countersigning checks.
Section 4. The Secretary shall keep the minutes
of all meetings of the association and of its Members in good
standing. The Secretary shall be responsible for membership
dues billing and membership records (please note that this has
been done in the past by the president/volunteers and Treasurer),
and notifying members of all meetings, time and place.
Section 5. The Treasurer shall receive all monies
of the Association, excepting monies donated exclusively to specific
festivals by benevolent societies or foundations, and to disburse
the same in accordance within an approved budget or upon proper
orders of the Members in good standing. He/She shall keep itemized
balances, and render a financial statement at each meeting. At
the end of each fiscal year, at the end of the treasurer’s
term of office, and at such other times as may be ordered by the
Members in good standing. the Treasurer files appropriate Federal
and State tax forms and statements required of non-profit corporations,
when these are appropriate. The board shall audit the Treasurers
accounts at the annual meeting.
Section 6. In the absence of the President, the
officers shall preside over the meeting in order previously listed.
Section 7. The term of office shall be for one
year, and no officer shall serve more than two consecutive terms
in one office. It was suggested that this apply only to the President
and Vice President as the position of Secretary and Treasurer
require a different level of experience.Section 8. Recalling Officers:
Any member in good standing may present a motion to the Association
for the recall of an officer, Member in good standing or otherwise
elected official. The Association may, by majority written ballot,
recall any officer, Member in good standing or otherwise elected
official of the Association.
ARTICLE VI Elections
Section 1. The President shall appoint an Election
of Officers nominating committee of six from the members at large
at the first meeting in January each year. The Nominating Committee
shall report at the first meeting in December at which time nominations
from the floor shall also be called for.
Section 2. Written ballots will be mailed to
the full membership prior to the next meeting, and the new Officers
and Directors shall assume their duties at the first meeting in
January.
Section 3. A Vacancy in the office of President
shall filled by the Vice President, who shall become President.
A vacancy in any other office shall be filled by action of Members
in good standing until the next annual election.
ARTICLE VII Committees
Section 1. A Membership Committee shall be appointed
by the President promptly after each annual meeting. This committee
will normally be chaired by the Vice President and shall consist
of four additional members. It shall be the duty of this committee
to solicit additional members from all eligible persons, including
past members.
Section 2. New Festival Committee consisting
of at least three members of the Association; one of which must
be an officer or Member in good standing of the Association, shall
be appointed by the President promptly after the annual meeting.
Standing Festival Committees Shall have at least three members
of the Association; The committees shall be responsible for budgeting,
planning, promoting and carrying out all activities required to
produce and direct the festival. The committees shall submit to
the Treasurer a detailed budget prior to any disbursements by
the Treasurer. Mailing lists compiled by the committees and the
Bay Area Merchants Association and shall not be used for non-association
purposes.
Section 3. A Tourism Committee may be appointed by the
President promptly after each annual meeting. The composition
and number of members of this committee shall be as deemed appropriate
to generally review, research and/or initiate ways and means of
promoting tourism in and around the City of Lincoln City. In the
event this committee promotes, conducts, or participates in seminars,
conferences or meeting events that involve (require) extensive
budgeting or disbursement of funds, prior to commitment of funds.
THIS LAST SENTENCE DOES NOT MAKE SENSE TO ME. WHAT AM I MISSING?
Section 4. Such other committees, standing or special,
shall be appointed by the President as deemed necessary to carry
on the work of the Bay Area Merchants Association.
ARTICLE VIII Copyrights
Section 1. Whenever the Association, or any committee
thereof, purchase or otherwise acquires art work or material is
to become the sole property of the Association, by copyright whenever
applicable, to use and dispose of the Association, copyright whenever
applicable, to use and dispose at its own discretion or that of
the committee.
ARTIVLE IX Rules of Order
Section 1. In all matters of parliamentary practice,
the latest edition of “Roberts Rules of Order” shall
be used as authority.
Section 2. Meeting Minutes: Meetings will be
conducted according to the meeting minutes guidelines listed below.
Date
of Meeting
People in Attendance representing _ amount of businesses
Read and approve minutes from the last meeting
Treasurer Report- approved by those present
New Members
Old Business
New Business
Additional Items for Discussion
Meeting Adjourned
The Secretary will contact members with upcoming minutes at least
3 days prior via E:mail to any Bay Area
Merchants Association meeting. At this time, members may add any
additional items to the agenda. Any items not added to the meeting
agenda will be discussed after the meeting, if time permits.
ARTICLE XII Indemnification
The Association may, by resolution of the Members in good standing,
provide for indemnification by the Association of any and all
of its directors, officers, committee members, or former directors,
officers or committee members, against expenses actually and necessarily
incurred by them in connection with the defense of any legal action,
suit, proceedings in which they or any of them are made parties,
or party, by reason of having been directors, officers, or committee
members of the Bay Area Merchants Association except in relation
to matters as to which such director, officer, or committee member
shall be adjudged in such action, suit or proceedings to be liable
for negligence or misconduct in the performance of duty and to
such matters as shall be settled by agreement predicated in the
existence of such liability for negligence or misconduct.
ARTICLE XIII Amendment of By-Laws
These By-Laws can be amended by any regular meeting of the Bay
Area Merchants Association by a two-thirds vote, provided that
the amendment has been submitted in writing at the previous regular
meeting.
These By-Laws, replacing all previous By-Laws, were adopted as
amended this _______ day of _______, 2008
Signed: President___________________________
Vice President______________________________
Witness1:__________________________________
Witness 2:_________________________________
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