AMENDED BY-LAWS OF TRUCKEE DOWNTOWN MERCHANTS ASSOCIATION, INC.
A Non-profit Corporation
Amended by the Board March, 2013
These amended by-laws are intended to replace the original and any subsequent version(s) previously adopted by the Truckee Downtown Merchants Association.
Name and Term
- Name/Designation: The name of this association shall be the Truckee Downtown Merchants Association (hereinafter the “TDMA”).
- Term: The duration of the TDMA shall be perpetual.
Purpose(s) of Organization
- Purpose: The purpose of the organization is to create a beautiful and vibrant downtown that sustains business and the community.
- Boundaries of the Truckee “Downtown”: The boundaries of the downtown district shall include the seven (7) districts of Downtown Truckee Including: (1) Commercial Row; (2) East/West River; (3) Jibboom Street; (4) Brickelltown; (5) Church/Bridge Street; (6) High Street; and (7) Hilltop region.
Board of Directors
- Duties: The Board of Directors shall manage, set the policy for, and oversee the management of the affairs of the TDMA. They shall control its property, be responsible for its finances, formulate its policies, and direct its affairs. The Board of Directors may hire an Executive Director and support personnel. The Board of Directors may enter into contracts necessary to accomplish the TDMA goals.
- Qualifications: There shall be a minimum of nine (9) members and no greater than thirteen (13) members of the Board of Directors. Business must be member of TDMA for one (1) year before serving on TDMA Board of Directors. Any members, employee of a member business, or partner or associate in a member business of the TDMA may be a director. Although not required, every attempt shall be made to have representation of each of the seven (7) downtown districts on the Board of Directors.
- Term: First year Directors shall be elected for a one year period. After initial year, Directors will serve two-year terms.
- Elections/Voting: Members of the Board of Directors shall be elected by the Board of Directors the first month of the calendar year. A nominating committee will develop a slate of candidates to fill vacant seats by reaching out to members of the organization. The recommended slate will be presented to the Board of Directors, upon approval will be distributed to membership. Any current member of the organization may submit additional names for consideration. Candidates for board seats must be current members of the organization in good standing for a minimum of 6 months, and will have been involved on a TDMA committee or actively involved in meetings for a minimum of 6 months. A minimum of 70% of the Board of Directors will represent one of the 7 Historic Downtown districts.
- Vacancies: Should any director leave office before the end of his or her term, the Board of Directors, by a majority vote, shall appoint a director to serve out the remainder of the vacated term.
- Meetings: The Board of Directors shall meet at least monthly.
- Removal: Any director may be removed by the board of directors whenever in its judgment the best interests of the organization would be served thereby, but such removal shall require a two-thirds vote of the remaining board of directors.
- Voting/Quorum: A majority of the board of directors shall constitute a quorum for the transaction of any business of the board.
- Transaction of Business by Email: Voting may also be transacted outside of a formal meeting via email. For voting transacted by email, the votes of the directors must be printed and saved by the Secretary as a record of the business transacted. Additionally, a motion to accept the vote shall be made at the next formal meeting of the Board of Directors.
Compensation: Directors shall receive no compensation for their service as Directors.
- Officers: Must be on Board of Directors for one (1) year before serving as an officer. The officers of the organization shall consist of a President, Vice President, Secretary, Treasurer and such additional officers as the Board of Directors may from time to time designate.
- Term: Each officer shall serve one year terms.
- Election of Officers: Officers shall be elected by the Board of Directors at the first meeting of the Board of Directors following the Board Elections.
- Removal of Officers: Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its best judgment the best interests of the corporation would be served thereby. The removal of an Officer shall require a two-thirds majority vote of the Board of Directors.
- Vacancies: A vacancy in any office shall be filled by a majority vote of the Board of Directors.
- President: The President shall preside over all meetings of the Board of Directors. He shall also have such other powers and perform such others duties as may be required. The President shall have the authority to sign checks for the TDMA and other documents. In the event that there is an Executive Director of the organization, the President shall serve as the liaison between the Director and the Board.
- Vice-President: The Vice-President(s) shall, in the absence of the President, perform all the duties and have all the powers of the President.
- Secretary and any Assistant Secretaries: The Secretary shall keep a record of the proceedings of the Board of Directors and of the Members and directors. He shall keep the corporate seal and make proper entries in the books of the corporation. He shall have the ability to sign checks or documents, and shall perform such other duties as the Board may from time to time direct.
- Treasurer: The Treasurer shall receive and account for, and deposit in the TDMA bank account(s) all funds received by TDMA. The Treasurer shall sign checks for the TDMA. At the annual meeting and at regular Board of Director meetings, the treasurer shall provide a written report on the financial affairs of the TDMA or shall designate a committee to do so on behalf of the treasury.
- Executive Director: In the event that an Executive Director is employed by the TDMA, the Executive Director shall manage the daily operations of the Organization. He shall be responsible for implementing the Association’s policies and procedure, have full management responsibilities including the management, hiring, and termination of personnel, and such other duties as the Board of Directors may determine. The Executive Director shall receive for his or her services such compensation as may be determined by the Board of Directors.
- The organization shall have at least four (4) standing committees, examples: Marketing and Promotion, Beautification, Economic Development and Membership.
- Marketing and Promotion: The purpose of the Marketing and Promotion committee shall be to create a positive image of downtown Truckee through events and programs.
- Beautification: The purpose of the Beautification committee shall be to ensure that the historic ambiance of the downtown business district is enhanced, protected and remains a safe, clean environment in which to work, shop and play.
- Economic Development: The purpose of the Economic Development committee shall be to attract appropriate businesses to the downtown district through the development of a business recruitment program as well as keeping existing businesses strategically competitive.
- Membership: The purpose of the Membership committee shall be to work to increase membership for the organization and to develop a strong communication network between the membership and the association as a means of building a healthy, viable organization.
- Chair of the Committees: Each committee shall have as a chair person a member of the TDMA who shall be responsible for directing and coordinating the affairs of the committee.
- Committee Co-Chairperson: Each committee shall have as a co-chair, a person, who in the absence of the Chair, acts on behalf of the Chair. The Co-chair does not have to be a member of the TDMA.
- Term of Chair/Co-Chairs: The terms of the committee chairs/co-chairs shall be for one year, commencing at the time of the election of the Officers.
- Membership Qualifications: Full membership in the TDMA is extended to professional persons and businesses located within the 7 downtown Truckee districts who join the association at any membership level presented by the membership committee. Membership may also be available to businesses located outside the downtown districts but are interested in participation in TDMA activities.
- Voting Rights: Each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members.
- Termination of Membership: The board of directors, by affirmative vote of two-thirds (2/3) of the members of the board, may suspend or expel a member. The Board of Directors may, at its discretion, suspend the voting privilege of any member who has been and remains in default of his or her financial obligations to the association for a period of six (6) months or longer.
- Annual Meetings: There shall be an annual meeting of the regular members of the organization, to be held in Truckee, CA, County of Nevada, State of California, on a date selected by the Board of Directors.
- Special Meetings: Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.
- Place of Meeting: The board of directors shall designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
- Notice of Meetings: Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally, by mail or by email to each member entitled to vote at such meeting not less than four (4) days or more than fifty (50) days before the date of such meetings. In the case of the special meetings, the purposes for which the meeting is called shall be stated in the notice. Notice sent by U.S. mail shall be deemed to be delivered when deposited in the United States mail addressed to the member with postage thereon prepaid. Additionally, notice sent by email to the email address on file with the membership records shall be deemed to be delivered if email is not returned to sender.
- Liability of Members: No member of this corporation, either regular or otherwise, shall be personally liable for any of the debts, liabilities and/or obligations of the organization.
- Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall determine and shall contain the name of the organization, the date and state of its creation and such other matters as the Board of Directors may determine.
- Principal Office: The principal office the TDMA shall be in the State of California located in Truckee, Nevada County.
- Amendments of By-Laws: By the affirmative vote of a majority of the directors may amend these by-laws or any policies adapted pursuant to them provided the substance of the proposed amendment shall have been stated in the purpose of the meeting.
- Finances: Within sixty (60) days of the election of the Board of Directors each year, the board shall approve the association’s budget for the fiscal year. The approved budget may be reviewed and revised periodically as deemed necessary by the Board.