HomeMy WebLinkAbout03/17/1998, C7 - BIA BYLAWS UPDATE council �„ dur 4g
j acEnaa aEpont
CITY OF SAN LUIS O B I S P O
FROM: Weborah Holley, BIA Administrator
SUBJECT: BIA BYLAWS Update
RECOMMENDATION:
By resolution, approve recommended changes to BIA BYLAWS.
DISCUSSION:
The current BIA BYLAWS have been in effect since 1989. Nine years later, minor adjustments have
become necessary including more accurate committee listing, name change,date changes, officer's titles,
administrative duties among others. No change is suggested that will alter the operating structure or
purpose of the BIA. All changes have been approved by the BIA Board of Directors.
FISCAL IMPACT:
None.
Attachments:
Resolution approving name change
Legislative draft of proposed changes
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RESOLUTION NO. (1998 Series)
A RESOLUTION OF THE COUNCIL OF THE CITY OF
SAN LUIS OBISPO APPROVING BYLAWS
FOR THE SLO DOWNTOWN 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 "A" and incorporated herein
by reference for the SLO DOWNTOWN ASSOCIATION are hereby approved.
SECTION 2. The City Clerk shall furnish a copy of this Resolution and a copy of the bylaws
approved by it to: SLO Downtown Association.
SECTION 3. This resolution will become effective upon the effective date of the ordinance
changing the name of the BIA to the San Luis Obispo Downtown Association.
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 , 1998.
Mayor
ATTEST:
City Clerk
APPROVED:
City Administrative Officer
APPROVED AS TO FORM:
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[Proposed revisions to the BIA Bylaws. Existing language revisions indicated with strikethroughs; new
language additions indicated with underline (except for section headings).] REVISED 3/4/98
BYLAWS
OF
THE SAN LUIS OBISPO
DOWNTOWN ASSOCIATION
ARTICLE I. STATUTORY AUTHORITY; NAME
Section 1.1 This organization is established pursuant to Seetien 6 101 Chapter 12.36 of the San
Luis Obispo Municipal Code and shall be known as The San Luis Obispo Downtown Business
I evement Association, or si y the BIA SLO Downtown Association.
ARTICLE H. PURPOSE
Section 2.1 The B44 SLO Downtown Association is created to implement the specific
purposes for which Sem ear Chapter 12.36 of the San Luis Obispo Municipal Code was enacted. A
copy of said Seer Chapter is attached hereto as Exhibit"A" for reference and incorporated as though
fully set forth.
ARTICLE III. 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 Elip-ibili1y. Membership shall be comprised of all holders of active city business
tax heenses certificates within the defined 944 SLO Downtown Association boundaries. Businesses,
individuals or institutions outside the district with an interest in furthering the goals and mission of the
BIA may join the organization as a voluntary member at an annual fee established by the board of
directors. Any business, person or institution within the N 4 SLO Downtown Association boundaries
but exempt from the payments of the business license tax shall also be permitted to voluntarily associate
as a member at an annual fee. Such voluntary members as described herein may serve on any standing or
ad hoc committees only, as appointed by the BIA SLO Downtown Association president. Voluntary
membership shall not exceed 15% of the total BIA membership at any time.
Section 3.3 Boundaries. The boundaries of the BIA SLO Downtown Association shall be as
set forth in Section 6101( ) 12.36.020 of the San Luis Obispo Municipal Code.
ARTICLE IV. DIRECTORS
Section 4.1 Government Number. The government of the BIA SLO Downtown Association
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.
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Section 4.2 Function. The Board of Directors, in carrying out the purposes of the BIA SLO
Downtown Association shall advise and recommend policy to the San Luis Obispo City Council pursuant
to Section 6101(h 12.36.080 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 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 an 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 Member-November of each year, the President shall select a
Nominations Committee comprised of at least three (3) regular members of the B-h4 SLO Downtown
Association 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 ensuingleff two
years and shall prepare a list of such candidates in a number equal to at least twiee 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 Tax
Lieeases Certificates. Said ballot shall contain additional space 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 (7) days rafter-the Febpaffy Fneefing
Direetefs By the first of FebruaU the official ballot shall be mailed to each member of the BIA to be
returned on or before 5:00 p.m. of 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.
ARTICLE V. MEETINGS
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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 procedures and applicable State laws.
Section 5.2 Steal. 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 fone-half(1/2) plus one (I)1 of the authorized number of
Board members shall constitute a quorum at any Board meeting.
Section 5.4 Transactions of the 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 President,etre(1) or-
[4 D •d r as 1. H 1. d r ed by the Beafd of Direeter-s a Tr-easuFe..a ..
d a Se ..ere.... Past-
President and Committee Chairs If the Past President's term is completed then such position may be
left vacant or filled by an appointment by the President with the approval of the Board. Each of said
Officers shall be a member of the Board of Directors.
Section 6.2 Election. , the
new Bear—d, ee f 1, . I newly mbe and the elested Fne ffibe ..L.ell after- af:fmatio
b
In November. the Board of Directors shall
determine the President-Elect for the following year. Also in November.Board members with expiring
terms not seeking,, reelection will inform the Board of Directors of this decision.
Section 6.3 Terms. Officers duly elected shall take office at the first regular meeting of the
Board of Directors in April and shall serve until
completion of their two-year term.
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 BI4 SLO Downtown Association, shall preside at the Board
meetings, and shall either represent or appoint a representative to all functions where the BI4 SLOO
Downtown Association 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 Viee President( Past President. In the absence or disability of the
President, the Viee Past President or other designated Board Member if Past President is not
available, 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 Viee President( Past
President/Designated Board Member 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.
Seetie'1-6.6 —Duties of the Tfeasumn The T-Feusmcrshall be the GWefzftmcial Of=ice'of the DrA
Seetien 6.7 Duties ef ti c In ti absenee or-disability f h nd .Fe., as pr-evided ifi
vccavxv z of naczczc W1a1 of ascocBylaws,the Seerctffy shall feeer-d merate and 4FRely minutes ef the
Beafd meetings-
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ARTICLE VIII. EXECUTIVE COMMITTEE
Section 7.1 Members. The Executive Committee shall be comprised of the President, the
D_es �ommittee Chairs,T"w T..e.su fe.,the Seemt' y 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 non-policy business affairs of theme SLO Downtown Association.
ARTICLE VII. ADMINISTRATION
Section 8.1 Administrator. The Board of Directors may choose to employ an Administrator
Eyweadve Se,.__:a; to assist with the routine business affairs of theBI4 SLO Downtown Association.
The Administrator shall serve at the pleasure of the Board of Directors, subject to a contract agreement
between the Administrator, the 914 SLO Downtown Association 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 prepare for the President all agendas,reports,
resolutions, letters or other documents and perform such others 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 B-h4
SLO Downtown Association and City staff and attend all appropriate meetings sueh as these e
when such meetino-' agendas address items of
concern to the SLO Downtown Association. The Administrator shall also prepare and distribute a regular
newsletter to all 414 SLO Downtown-Association members and other interested persons to provide
information about I44 Association activities,to provide a forum for and to educate BIA SLO Downtown
Association members on matters of concern to them and the Association and to serve as the official
communication from the Board of Directors. The Administrator will supervise office staff and perform
financial duties as directed by the Finance Committee and the Board of Directors
ARTICLE IX. FINANCES
Section 9.1 Funding. Funding for the-BI4 SLO Downtown Association 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 BIA SLO
Downtown Association boundaries.
Section 9.2 Budget. The BIA SLO Downtown Association shall operate on a fiscal year basis
ending June 30th of each year. The budget for the fiscal year shall be approved by the 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 B44 SLO Downtown Association shall have the following standing committees:
(a) Parking and Access
(b) Beautification
(c) Promotions
(d) Budget Finance
(e) Nominations
(f) Thursday Night Sheppirtg Activities
(gl Economic Activity
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;Wig;
M + that h reFseas F the Budget Pki a Ge ...;tree and Ne et: " Ge :Tree need not be
upwl hp."
however
the committees of Finance and Nominations will be chaired by the President or designated Board Member
in April and November, 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 B4A SLO Downtown Association 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 pfepffe agendas and keep a to of e l duly erred ...eetiag "eview upcoming
agenda items with staff liaison 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 the previous period of
operation must be submitted to the President of the BIA Downtown Association.
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
to the Executive Committee at least seven days prior to a scheduled Board meeting. Such proposed
amendment(s) must then be mailed or otherwise delivered to every Board member by the SeereEar-y staff
in time for consideration at the next regular Board meeting.
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.
San Luis Obispo Downtown Association
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Presideni $eer-oai- Administrator