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HomeMy WebLinkAbout10/04/1988, C-8 - AMENDMENTS TO BIA BYLAWS MEETING DATE: �N�IfillpA�l city o� san tins OBISPO opt. 4, 1988 no COUNCIL AGENDA REPORT IT M FROM: Dodie Williams, BIA Administrator SUBJECT: Amendments to BIA Bylaws CAO ON: Adopt a resolution approving amended bylaws as recommended. BACKGROUND: In July an ad hoc committee was appointed for the purpose of reviewing and amending BIA bylaws. The current bylaws call for election of board members in November, with newly elected officers taking their positions the following January. The BIA is the only advisory body with that term of office. Terms of members of other boards and commissions expire in March, and the BIA board feels that its terms of office - should be in conformance with those. Such an amendment would require current board members, who would normally complete their terms in December, to serve an additional three months (January-March) . The committee also recommended changing the allowable number of absences in a twelve ( 12) month period. Other amendments are comprised of corresponding adjustments to the nominations and elections schedules in ARTICLE IV. DIRECTORS, ARTICLE VI. OFFICERS and ARTICLE X. COMMITTEES. Attachments: Exhibit A. Summary of Changes Exhibit B. Amended BIA Bylaws V r�' RESOLUTION NO. (1988 Series) A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO APPROVING AMENDED BYLAWS FOR THE BUSINESS IMPROVEMENT ASSOCIATION BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. Those certain bylaws attached hereto marked Exhibit "B" and incorporated herein by reference for the Business Improvement Area are hereby approved. SECTION 2. The City Clerk shall furnish a copy of t1lis resolution and a copy of the bylaws approved by it to: Business Improvement Area; On motion of , seconded by and on the following roll call vote: AYES: , NOES: ABSENT: the foregoing Resolution was passed and adopted this day of 1988. MAYOR, RON DUNIN ATTEST: CITY CLERK, PAMELA VOGES Approved: amity A inistrative Officer .City 11t rney "EXHIBIT A" BIA Bylaws Ad Hoc Committee Report August 1988 Below are the recommended changes to BIA bylaws for presentation to the City Council on September 19, if approved at the September 13 BIA board meeting. (Please refer to copies of bylaws in your board binder. ) ARTICLE IV. DIRECTORS Section 4.6 Absences. With the unexcused absence of a member of the board from three (3) regular meetings in any twelve (12) month period, and recorded by the board, the president may nominate a replacement, with concurrence of the board and appointment by the City Council. Section 4.7 Nominations. Change October to December. Section 4.8 Official Ballot. Change November to January. Section 4. 9 Annual Election. Change November to February. Section 4.10 Election Results. Change December to March Section 4.11 Council Appointment. Change December to March and January to April. ARTICLE VI. OFFICERS Section 6.2 Election. Change December to March and January to April. Section 6.3 Term. Change January to April in both cases. ARTICLE X. COMMITTEES Section 10.2 Appointments. Change October to December. "EXHIBIT B" BYLAWS OF THE SAN LUIS OBISPO DOWNTOWN BUSINESS IMPROVEMENT ASSOCIATION ARTICLE I. STATUTORY AUTHORITY; NAME Section 1.1 This organization is established pursuant to Section 6101 of the San Luis Obispo Municipal Code, and shall be known as The San Luis Obispo Downtown Business Improvement Association or, simply, the BIA. ARTICLE II. PURPOSE Section 2.1 The BIA is created to implement the specific purposes for which Section 6101 of the San Luis Obispo Municipal Code was enacted. A copy of said Section is attached hereto as Exhibit "A" for reference and incorporated as though fully set forth. ARTICLE 111. MEMBERS Section 3.1 Classification of Members. The Association shall have one class of members only, and each member shall have equal voting and other rights; provided, however, that voluntary members may not serve on the Advisory Board of Directors. Section 3.2 Eligibility. Membership shall be comprised of all holders of active city business licenses within the defined BIA boundaries. Any business, person or institution within the BIA boundaries but exempt from the payment of the business license tax shall be permitted to voluntarily associate as a member. Section 3.3 Boundaries. The boundaries of the BIA shall be as set forth in Section 6101(;) of the San Luis Obispo Municipal Code. ARTICLE IV. DIRECTORS Section 4.1 Government; Number. The government of the BIA shall be vested in, and the business conducted by, a board of eleven (11) Directors who shall be members in good standing and serve without salary. Collectively the Directors shall be known as the Advisory Board of Directors or, simply, the Board of Directors. Section 4.2 Function. The Board of Directors, in carrying out the purposes of the BIA, shall advise and recommend policy to the San Luis Obispo City Council pursuant to Section 6101(h) of the San Luis Obispo Municipal Code. Section 4.3 Terms of Office. Each Director shall hold office for a term of two (2) years and, excepting those members who are serving on the Board of Directors on the date of the adoption of these amended Bylaws, shall be permitted to seek re-election for a second two (2) year term. In no event, however, shall a Director hold office for more than (2) consecutive terms without a lapse of one (1) year as a member of the Board. Section 4.4 Removal of Directors. Any Director may be removed and replaced by the City Council at any time after considering the recommendations and advice of the Board of Directors. Section 4.5 Vacancies. Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director. Any such vacancy shall be filled by appointment for the unexpired term by the President with the approval of the City Council. Section 4.6 Absences. With the unexcused absence of a member of the Board from three (3) regular meetings in any twelve (12) month period, and recorded by the Board, the President may nominate a replacement, with concurrence of the board and appointment by the City Council. Section 4.7 Nominations. In December of each year, the President shall select a Nominations Committee comprised of at least three (3) regular members of the BIA in good standing, who may or may not be Board members, securing the concurrence of the Board in their appointment. Section 4.8 Official Ballot. Promptly upon being appointed, the Nominations Committee shall proceed to the selection of candidates for membership on the Board of Directors for the ensuing year, and shall prepare a list of such candidates in a number equal to at least twice the number of vacancies to be filled, securing the consent of those members selected in each instance, and reporting the completed list to the Board at its regular January meeting. The Board shall then cause a ballot to be prepared showing the full list of candidates and the names of their businesses as indicated by their City business licenses. Said ballot shall contain additional spaces for possible write-in candidates, and voting instructions on the ballot indicating the number of vacancies to be filled. Section 4.9 Annual Election. Within seven (7) days after the February meeting of the Board of Directors, the Official Ballot shall be mailed to each member of the BIA, to be returned on or before 5:00 p.m. on a date certain, as established by the Nominations Committee. Section 4.10 Election Results. Returned ballots shall be canvassed by the Nominations Committee and reported at the regular meeting of the Board of Directors in March for verification of results. Section 4.11 Council Appointment. The results of the BIA election, as confirmed by the Board of Directors, shall be presented to the City Council in March for official appointment and the new Board members shall take their positions in April next following. -2- Q ARTICLE V. MEETINGS Section 5.1 Regular. The Board of Directors shall meet at least once each month at a place and time determined by the Board and public notice shall be posted of such meeting in accordance with standard City prodedures and applicable State laws. Section 5.2 Special. Special meetings may be called by the President or three (3) Board members when deemed necessary in accordance with standard City procedures and applicable State laws. Section 5.3 Quorum. A majority of the authorized number of Board members shall constitute a quorum at any Board meeting. Section 5.4 Transactions of Board. Any act or decision done or made by a majority of the Directors present at a meeting duly held shall be the act of the Board. ARTICLE VI. OFFICERS Section 6.1 Number and Titles. The Officers of the Association shall be a President, one (1) or more Vice Presidents as shall be determined by the Board of Directors, a Treasurer, and a Secretary. Each of said Officers shall be a member of the Board of Directors. Section 6.2 Election. Immediately following the March meeting of the Board of Directors, the new Board, consisting of holdover members and the newly-elected members, shall, after confirmation, meet and elect the above named Officers for the ensuing year. Section 6.3 Term. Officers duly elected shall take office at the first regular meeting of the Board of Directors in April, and shall serve until the first regular meeting in April of the next year. Section 6.4 Duties of the President. The President shall be the chairperson of the Board of Directors and shall be executive head of the BIA, shall preside at the Board meetings, and shall either represent or appoint a representative to all functions where the BIA is to be represented. The President shall, subject to the approval of the Board, appoint all committee chairpersons and he/she shall be an ex-officio member of all committees. Section 6.5 Duties of the Vice President(s). In the absence or disability of the President, the Vice President designated by the President shall carry out all of the responsibilities and functions of the President and shall have the same powers and be subject to the same restrictions as the President. The Vice President(s) shall have such other powers and perform such other duties- as from time to time may be prescribed by the President or the Board of Directors. -3- Section 6.6 Duties of the Treasurer. The Treasurer shall be the Chief Financial Officer of the BIA. Section 6.7 Duties of the Secretary. In the absence or disability of the Administrator, as provided in Section 8.1 of Article VIII of these Bylaws, the Secretary shall record accurate and timely minutes of the Board meetings. ARTICLE VII. EXECUTIVE COMMITTEE Section 7.1 Members. The Executive Committee shall be comprised of President, the Vice President(s), the Treasurer, the Secretary, and the immediate Past President so long as the latter continues to serve on the Board of Directors. If the immediate Past President's term on the Board has ended, then such vacancy on the Executive Committee may be left vacant or filled by appointment of the President with the approval of the Board. Section 7.2 Duties. In the interim between meetings of the Board, the Executive Committee shall conduct the non-policy business affairs of the BIA. ARTICLE VIII. ADMINISTRATION Section 8.1 Administrator. The Board of Directors may choose to employ an Administrator or Executive Secretary to assist with the routine business affairs of the BIA. The Administrator shall serve at the pleasure of the Board of Directors, subject to a contract agreement between the Administrator, the BIA and the City Council. The Administrator shall be selected through an application and screening process approved by the Board. Section 8.2 Duties of Administrator. The Administrator shall cause to be kept the records of the Association, including minutes of all meetings of the Board and shall give notices of meetings. The Administrator shall assist the President in the preparation of all agendas, reports, resolutions, letters or other documents and perform such other duties as are assigned by the President or Board of Directors. The Administrator, at the direction of the Board, shall act as liaison between the SIA and City staff and attend appropriate meetings such as those of the City Council, Planning Commission and Traffic Committee. The Administrator shall also prepare and distribute a regular newsletter to all BIA members and other interested persons, to provide information about BIA activities, to provide a forum for and to educate BIA members on matters of concern to them and the Association and to serve as the official communication from the Board of Directors. ARTICLE IX. FINANCES Section 9.1 Funding. Funding for the BIA shall be derived from an additional tax by each business annually of 100% of the business license taxes levied upon business by the City of San Luis Obispo; or revenues provided by voluntary contributions from within the RIA boundaries. -4- p 0 �7 Section 9.2 Budget. The BIA shall operate on a fiscal year basis ending on June 30th of each year. The budget for the fiscal year shall be approved by Board of Directors and presented to the City Council for its approval. All disbursements shall be executed through the City of San Luis Obispo. ARTICLE X. COMMITTEES Section 10.1 Standing Committees. In addition to the Executive Committee of the Board of Directors, the BIA shall have the following standing committees: (a) Parking (b) Beautification (c) Promotions (d) Budget (e) Nominations (f) Thursday Night Shopping Section 10.2 Appointments. Immediately upon taking office the President shall appoint or cause to be appointed, committee chairpersons, subject to approval by the Board of Directors; providing, however, that chairpersons for the Budget Committee and Nominations Committee need not be appointed before the March meeting and the December Board meeting, respectively. Section 10.3 Ad Hoc Committees. The President shall appoint special committees as may from time to time be needed, or as may otherwise be provided elsewhere in the Bylaws, or with the approval of the Board of Directors. Section 10.4 Limitations of Authority. No person or committee shall have the power to commit the BIA to any financial or policy obligations without prior approval from the Board. Section 10.5 Chairpersons. Committee chairpersons shall select the members of their committee upon the advise and consent of the President. It shall be the responsibility of the appointed committee chairperson to prepare agendas and keep minutes of all duly called meetings, and to keep himself/herself apprised of the current, approved, operating budget and to operate within these areas on the matter of finances. Upon conclusion of the annual fiscal year or upon termination of the committee, whichever is sooner, a final report for that previous period of operation must be submitted to the President of the BIA. ARTICLE XI. AMENDMENTS Section 11.1 Amendments. These Bylaws may be amended by a two- thirds (2/3) vote of the Board members and with the consent of the City Council. Any proposed amendment must be submitted at least seven (7) days prior to a scheduled Board meeting. Such proposed amendment(s) must then be mailed to every Board member by the Secretary in time for consideration at the next regular Board meeting. -5- 6941 Section 11.2 Implementation. These Bylaws shall become effective upon approval of the City Council. Section 11.3 Order. All meetings and business affairs shall be conducted by Robert's Rules of Order, except as may otherwise be inconsistent with these Bylaws, in which case the Bylaws shall govern. DOWNTOWN BUSINESS IMPROVEMENT ASSOCIATION: President Secretary -6- SECTION 6101. DOWNTOWN PARKING AND BUSINESS IMPROVEMENT AREA (a) There is hereby created and established the Downtown Parking and Business Improvement Area. (b) The boundaries of said Area are generally shown on Exhibit "A" map attached hereto, and are more specifically described as follows: From Santa Rosa Street along Palm Street to Broad Street, Broad to Monterey, Monterey to Nipomo, Nipomo to San Luis Creek, San Luis Creek to a point where Beach Street would intersect, from this intersection point to Beach and Marsh, Marsh to Nipomo, Nipomo to Pacific, Pacific to Santa Rosa, Santa Rosa to Palm. The area shall include the businesses fronting on both sides of the boundary streets listed above, and at all four corners of the intersections of said boundary streets listed above, except that it shall not include the northwesterly corner of Monterey and Nipomo Streets. (c) Each and every business in the Downtown Parking and Business Improvement Area shall be subject to, and shall pay, a new, separate and additional tax to support the activities of the Area, except as otherwise provided in subsection (j). (d) The amount of additional tax to be paid by each business annually shall be one-hundred percent (100%) of the business license taxes levied upon said business by the City of San Luis Obispo. (e) The only uses for which the tax revenue from said Area shall be expended are: (1) The acquisition, construction or maintenance of parking facilities for the benefit of the Area, provided that said facilities shall not impair the City's ability to produce revenues for the payment of Parking District No. 1 obligations. (2) Decoration of any public place in the Area. (3) Promotion of public events which are to take place on or in public places in the Area. (4) Furnishing of approved music in any public place in the Area. (5) The general promotion of retail trade activities in the Area. (f) The collection of the additional tax imposed herein shall be made at the same time in the same manner as any other City business license tax; provided, however, that the tax imposed herein for the remaining portion of the 1975-76 fiscal year shall be due and payable in full within fifteen (15) days after the City mails notice of the amount of tax to be paid for said fiscal year. (g) This Council finds and determines that parking and other deficiencies are so general in the downtown section of the City, and that the size of the new Area is so small, that each business in the Area will benefit from expenditures for parking facilities substantially in proportion to the amount of additional taxes levied upon all businesses. (Streets & Highways Code #36062. ) (h) An Advisory Board of eleven (11) representatives from among those who have businesses in the Area and who are subject to the tax shall be appointed by the City Council in accordance with standard City procedures to advise and recommend to the Council the methods and ways in which the revenues derived from the additional tax shall be expended. Each Board member shall serve for a period of two (2) years, provided that five (5) of the first members appointed shall be appointed to initial one-year terms, and provided further that any member may be removed and replaced by the Council at any time after hearing the recommendations and advice of the Advisory Board. A nominating committee of five (5) members will be appointed by the existing Downtown Association from the licensed businesses within the Improvement Area. This committee will prepare a list of twenty-two (22) nominees and hold a ballot within the Area, and therefrom submit the fifteen (15) nominees receiving the highest vote totals from which eleven (11) will be appointed to the Board by the City Council. The ' Board's first order of business shall be to establish by-laws for its operation, subject to approval of said by-laws by the City Council. (i) The Council shall have full authority to enter into annual aggreements with non-profit business promotional groups or organizations serving the Area which authorize said groups or organizations to expend Area revenues in accordance with City budgetary and accounting procedures. (j) Any business, person, or institution in the Area which is exempt from the payment of the business license tax of the City by reason of the provisions of the United States or California State Constitutions is not to be taxed, but may be a voluntary contribution to the City to be expended only for authorized expenditures of the Area. (k) The additional tax imposed by this section shall become effective on December 1, 1975. 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