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.

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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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