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Bylaws

MERIDIAN DOWNTOWN BUSINESS ASSOCIATION, INC.
AN IDAHO NONPROFIT CORPORATION (“Corporation”)


ARTICLE 1 - OFFICES

The principal office of the Corporation in the State of Idaho shall be located at 136 E. Idaho Ave., Meridian, Idaho 83642, in the City of Meridian, County of Ada. The mailing address of the Corporation is P.O. Box 1393, Meridian, Idaho 83680. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation required by the Idaho Nonprofit Corporation Act to be maintained in the State of Idaho may be, but need not be, identical with the principal office in the State of Idaho, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE 2 - VISION AND MISSION STATEMENTS

2.1 VISION STATEMENT. The Vision Statement of the Corporation is:

We strive to be community champions to promote and support downtown Meridian in ways that will encourage the balance of growth, prosperity and culture while maintaining business and historical significance that attract all ages of people to a vibrant Meridian downtown destination.

2.2 MISSION STATEMENT. The Mission Statement of the Corporation is:

We are an association of downtown business owners, managers and property owners working together to bring innovative ideas and events to promote a sustainable, energized, and creative area for attracting families, businesses and community members to Downtown Meridian now and in the future.

ARTICLE 3 - BOARD OF DIRECTORS

3.1 GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors.

3.2 NUMBER OF DIRECTORS. The number of initial directors of the Corporation shall be six (6), which number may be increased or decreased from time to time as provided for in these Bylaws; provided, however, the number of directors of the Corporation shall not be less than three (3) nor more than twenty-one (21).

3.3 ELECTION OF DIRECTORS.

(a) Directors are elected by the Premier and Executive Members of the Corporation.

(b) Directors must be Executive Members of the Corporation to be eligible to be elected as a Director.

(c) Eligible Executive Members may self-nominate or be nominated from the floor at the annual election meeting for any officer or director position, which shall be held on the fourth Friday in September at a time and place to be determined by the Board of Directors.

(d) All Executive and Premier Members in attendance at the annual election meeting are eligible to vote. Election shall be by simple majority of Executive and Premier Members in attendance at the annual election meeting.

(e) The Secretary/Treasurer shall keep a record of the eligible voting members and certify voting members at the annual election meeting.

3.4 TERM OF OFFICE. Except as otherwise provided in this Section, unless a director dies, resigns, is removed or is otherwise incapable of serving as a director, the term of each director shall be one year. However, unless the Board is reducing the number of directors as provided in these Bylaws, each director whose term would end at the annual election Board meeting shall continue to serve as a director until a successor director is appointed. Directors may be elected to serve in consecutive annual terms, but the total annual terms served are limited to three.

3.5 RESIGNATION. Any director may resign at any time by delivering written notice to the President or the Secretary at the principal office of the Corporation, or by giving oral or written notice at any meeting of the directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective;

provided, however, that if the resignation would result in the Corporation having no director or no director capable of serving as such, the resigning director shall continue to serve as a director until a successor director is appointed and qualifies as provided in these Bylaws or by resolution of the Board.

3.6 ANNUAL ELECTION MEETING. The annual election meeting of the Board shall be held with notice on the fourth Friday in September, for the purposes of electing officers, directors and transacting such other business as may properly come before the meeting. If the annual election meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

3.7 REGULAR MEETINGS. Regular meetings are to be held on the fourth Friday of each month at the time and location to be set by the board.

3.8 SPECIAL MEETINGS. Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any one or more of the directors in office, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix the place, either within or without the State, and time for holding any special Board or committee meeting called by them. Notice of a special meeting shall be given as provided in Section 3.12.

3.9 MEETINGS BY TELEPHONE. Officers, Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

3.10 PLACE OF MEETINGS. All meetings shall be held at location designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all directors.

3.11 NOTICE OF SPECIAL MEETINGS. Notice of special Board or committee meetings shall be given to a director in writing or by personal communication with the director not less than ten (10) days before the meeting. Notices in writing may be hand delivered or mailed to the director at his or her address shown on the records of the Corporation. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the United States mail properly addressed with postage thereon prepaid.

3.12 WAIVER OF NOTICE.

(a) Whenever any notice is required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or applicable State law, a waiver thereof in writing, signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither

the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

(b) The attendance of a director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.13 QUORUM. One-third (1/3) of the number of directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting and set a date and time for the meeting to reconvene without further notice.

3.14 MANNER OF ACTING. The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board, unless the act of a greater number is required by these Bylaws, the Articles of Incorporation or applicable State law.

3.15 PRESUMPTION OF ASSENT. A director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless such director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

3.16 ACTION BY BOARD WITHOUT A MEETING. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

3.17 BOARD COMMITTEES.

(a) STANDING OR TEMPORARY COMMITTEES. The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more directors. Such committees shall have and exercise the authority of the directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (1) amend, alter or repeal these Bylaws; (2) elect, appoint or remove any member of any committee or any director or officer of the Corporation; (3) amend the Articles of Incorporation; (4) adopt a plan of merger or consolidation with another corporation; (5) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (6) adopt a plan for the distribution of the

assets of the Corporation; or (7) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon it, him or her by law.

(b) QUORUM; MANNER OF ACTING. A majority of the number of directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

(c) RESIGNATION. Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(d) REMOVAL OF COMMITTEE MEMBER. The Board, by resolution adopted by a majority of the directors in office, may remove from office any member of any committee elected or appointed by it.

(e) COMPENSATION. The directors shall not receive salaries or compensation for their services.

ARTICLE 4 - OFFICERS

4.1 NUMBER. The officers of the Corporation shall be a President and a Secretary/Treasurer, each of whom shall be elected by the Executive and Premier Members in conjunction with the election of the Board of Directors. Such other officers and assistant officers, including Committee Chairs as may be deemed necessary may be elected or appointed by the Board of Directors.

4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation to be elected by the Executive and Premier Members shall be elected annually at the annual election meeting held on the fourth Friday in September. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Officers may be elected to serve in consecutive annual terms, but the total annual terms served are limited to three.

4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

4.5 PRESIDENT. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Board of Directors. The President may sign, with the Secretary/Treasurer or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.6 THE SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each director which shall be furnished to the Secretary by such director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

4.7 THE TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries, when authorized by the Board of Directors, may sign, with the President or a Vice President, corporate documents, the execution of which shall have been authorized by a resolution of the Board of Directors. The assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge or their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant Secretaries and assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or by the Board of Directors.

4.9 CORPORATION COMMITTEES AND COMMITTEE CHAIRS. The Corporation Officers and Board of Directors shall establish any Corporation Committees as the Officers and Board of Directors determine is necessary, and may appoint a Chair to such Corporation Committees as the Officers and Board of Directors determine. The priority for appointment as a Chair of a Corporation Committee shall be in the following order: first, Executive Members; second, Premier Members; third, Listed Participants and fourth, Friends of the MDBA.

4.10 SALARIES. Officers, Board Members and Corporation Committee Chairs shall not receive salaries or compensation for their services.

ARTICLE 5 - MEMBERS

5.1 PARTICIPATION AND GENERAL MEMBERSHIP. There are four levels of participation and membership in the Corporation, which include Listed Participants, Premier Members, Executive Members and Friends of the Downtown Meridian Business Association.

5.2 GEOGRAPHIC AREA. The geographic area of the Corporation is the South side of Franklin Road to South side of Fairview/Cherry Lane; and, West 5th Street to East 5th Street.

5.3 LISTED PARTICIPANTS. All businesses and property owners in the Geographic Area are considered "Listed" participants and potential members.

(a) COST. No Cost for Listed Participants in Geographic Area.

(b) RECOGNITION. Listed Participants will be recognized on the Corporation website and in certain Corporation publications. Such recognition shall be removed upon written request by the Listed Participant to the Board of Directors.

(c) SPONSORSHIP RIGHTS. Listed Participants have an option to sponsorship rights for Corporation events and publications after Executive Members and Premier Members have exercised their options to sponsor such events and publications.

(d) VOTING RIGHTS. Listed Participants have no voting rights in Corporation affairs, but do have a right to participate in policy discussions at general meetings and may be included as participants and leadership on Corporation committees.

5.4 PREMIER MEMBERS. Premier Members are Listed Participants who agree to Premier Membership fees and rights.

(a) COST. $100 annually.

(b) RECOGNITION. Premier Members will have an enhanced presence on the Corporation Website and in certain Corporation publications.

(c) SPONSORSHIP RIGHTS. Premier Members have an option to sponsorship rights for Corporation events and publications after Executive Members have exercised their options to sponsor such events and publications.

(d) VOTING RIGHTS. Premier Members have right to participate in policy discussions at general meetings and vote in Corporation affairs, including policy decisions, amendments to the Corporation Bylaws, and the election of Corporation Officers and Board Members. Premier Members may be included as participants and leadership on Corporation committees.

5.5 EXECUTIVE MEMBERS. Executive Members are Listed Participants who agree to Executive Membership fees and rights.

(a) COST. $250 annually.

(b) RECOGNITION. Executive Members will have an enhanced presence on the Corporation Website, including business links, and in certain Corporation publications.

(c) SPONSORSHIP RIGHTS. Executive Members have the priority in sponsorship rights for Corporation events and publications. an option to sponsorship rights for Corporation events and publications after Executive Members, Premier Members and Listed Participants have exercised their options to sponsor such events and publications.

(d) VOTING RIGHTS. Executive Members have right to participate in policy discussions at general meetings and vote in Corporation affairs, including policy decisions, amendments to the Corporation Bylaws, and the election of Corporation Officers and Board Members. Executive Members may be included as participants and leadership on Corporation committees.

5.6 FRIENDS OF THE DOWNTOWN MERIDIAN BUSINESS ASSOCIATION. Friends of the Downtown Meridian Business Association (“Friends of the MDBA”) agree to the following fees and rights:

(a) COST. $100 or more annual contribution.

(b) RECOGNITION. Friends of the MDBA will be recognized on the Corporation Website and in certain Corporation publications.

(c) SPONSORSHIP RIGHTS. Friends of the MDBA have an option to sponsorship rights for Corporation events and publications after Executive Members, Premier Members and Listed Participants have exercised their options to sponsor such events and publications.

(d) VOTING RIGHTS. Friends of the MDBA have no voting rights in Corporation affairs, but do have a right to participate in policy discussions at general meetings and may be included as participants and leadership on Corporation committees.

5.7 PAYMENT OF MEMBERSHIP COSTS AND ANNUAL CONTRIBUTIONS. Membership costs and annual contributions are due by September 30th each year. Premier Members may upgrade to Executive Member at any time during the year. Executive Members may not downgrade to Premier Member during the year. No Membership costs or Contributions are pro- rated during the year and annual Membership costs and Contributions are due for the next year on September 30th.

ARTICLE 6 - CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

6.2 LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

6.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Initially, the President and Secretary/Treasurer shall have such rights.

6.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE 7 - EMPLOYEES OR AGENTS

Every person who is or was a director, officer, employee or agent of the Corporation or any person who has served at the Corporation’s request as a director, officer, employee or agent of another corporation, whether for profit or not for profit, may be indemnified against expenses actually or necessarily incurred by such person in connection with the defense of any action, suit or proceeding whether civil, criminal or administrative, in which such person is made a party by reason of being or having been such a director, officer, employee or agent, to the fullest extent now or hereafter permitted by Idaho Code § 30-3-88, as now in effect or as may hereafter be amended. The indemnification herein provided shall not be deemed exclusive of any other rights to which such director or officer might be entitled under any bylaw, agreement, vote of the Board or otherwise.

ARTICLE 8 - FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year and begin on January 1 and end on December 31.

ARTICLE 9 - WAIVER OF NOTICE

Whenever any notice is required to be given to any director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Idaho Nonprofit Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 10 - AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of the Executive Members and Premier Members at any regular or special meeting.

We, the undersigned, being all of the directors in office of Meridian Downtown Business Association, Inc., do hereby certify that the above and foregoing Bylaws were duly and regularly adopted as the Bylaws of said Corporation by the written approval of all of the members of the Board of Directors of said Corporation effective on the day of ,

2014, at a meeting for that purpose, and that said Bylaws as copied and transcribed above are true and correct.

Signed DAN BASALONE
JOSHUA EVARTS
JOSEPH S. KOZLOWSKI
ERIC E. MOTT
CLINT SHIFLET
COREY SMITH