Example Bylaws- Carrollton

BYLAWS of Carrollton Main Street
A Georgia non-profit corporation

VISION

Our Vision of Carrollton Main Street is to affirm and maintain downtown Carrollton as the social, cultural, economic and historic focal point of our community.

MISSION STATEMENT

The Mission of Carrollton Main Street is to promote and strengthen downtown Carrollton by providing active support, leadership, incentives, resources and opportunities which result in preservation, beautification and quality economic growth and development.

ARTICLE 1

Name and Principal Office of Corporation

Section 1. The name of this corporation shall be Carrollton Main Street, INC (hereinafter referred to as “the Program”).

ARTICLE 2

Purpose

Section 1. Carrollton Main Street is designed to operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law). The program is based on the National Main Street Four Point Approach including Organization, Design, Economic Restructuring and Promotion and operates more specifically:

a) to stimulate downtown economic development in Carrollton, GA by encouraging cooperation and building leadership in the business community;
b) to create a positive image for downtown by promoting the downtown as an exciting place to live, shop and invest;
c) to improve the appearance of downtown through historic building rehabilitation and revitalization initiatives, landscaping, streetscape improvements and façade grant administration;
d) to recruit new businesses, creatively convert unused spaces for new uses and sharpen the competitiveness of The Program’s traditional merchants;
e) to disseminate information of and promote interest in the preservation, history, culture, architecture and public use of Carrollton’s traditional downtown area;
f) to hold meetings, seminars and activities for the instruction of members and the public in those activities such as building rehabilitation and design, economic restructuring and planning management that fosters the preservation of Carrollton’s traditional downtown area and enhances the understanding and appreciation of its history, culture and architecture;
g) to cooperate in the activities of other organizations, individuals and public and private entities located within and outside Carrollton engaged in similar purposes;
h) to receive, administer and distribute funds in connection with any activities related to the above purposes provided that the Program shall only engage in activities that are in purview of section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.

Section 2. It is the intent of the Program to qualify as a non-profit, tax-exempt entity pursuant to Section 501 (c)(3) of the Internal Revenue Code of 1954, as now or hereafter amended. In order to effectuate such intent, no part of the net earnings of the Program shall inure to the benefit of any of its members or any other individual; and the Program shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

Section 3. Upon dissolution of the corporation, the residual assets of the corporation shall be distributed to the City of Carrollton, Georgia for use in the defined program area.

ARTICLE 3

Program Area

Section 1. The Program Area shall be defined by that geographic area indicated on the attached map (Exhibit A).

ARTICLE 4

Membership

Section 1. The Classes of members of the program shall be as follows:

Benefactor Levels
W.C. Adamason Society – $3,000 and above Founded in 2001, the W.C. Adamson Society recognizes the leadership giving of our most committed members. Additional benefits of this membership level include sponsorship listing at all Main Street events, social and educational opportunities and special recognition at our annual meeting.
Friends of Main Street – $1,500 and above Members of this category enjoy the benefit of sponsorship listing at all Main Street Events.

Corporate Levels
Main Street Champion – $500 and above This is a group of generous individuals and corporations seeking a vital downtown.
Large Business (9+ staff*) – $300
Medium Business (5-8 staff*) – $200
Small Business (1-4 staff*) – $100

Community Levels
Non-Profit – $75
Family – $40
Individual – $25

*or equivalent hours of full time employees

Section 2. The Board of Directors shall establish annual dues as it deems appropriate. Such establishment of dues shall include rate, method of payment and application procedure. Membership drives will be held throughout the calendar year. The term of membership will be for one calendar year.

Section 3. Any business, organization or individual interested in supporting the purposes of the program may become a member by filing an application in such form as the Board of Directors shall prescribe, and subject to one annual payment of such dues as the Board of Directors may establish.

Section 4. Any member may resign from membership in the Program upon giving written notice thereof to the Main Street Director. Such resignation shall specify the reason thereof and the effective date thereof. Members who resign from membership shall not be entitled to any refund of dues therefore paid.

Section 5. The Board of Directors may, at its discretion, suspend privileges of any member who has been and remains in default of his or her financial obligations to the Program for a period of one month.

ARTICLE 5

Board of Directors

Section 1. A Board of nine (9) Directors recommended by a majority of members eligible to vote and appointed by Mayor and Council shall govern the Program. Initial appointments shall be confirmed or reconfirmed by Mayor and Council. The Directors shall be chosen from the following groups: lenders, professionals, Downtown Carrollton Association members, downtown property owners and other business persons, heads of neighborhood organizations, recognized community leaders, local civic organizations, the arts community, preservation or historic society members and interested citizens. Board members or their businesses must also be a member of Main Street in good standing or become a new member.

The Mayor and Council shall appoint the Directors annually based on current rotation schedule. Nominations to the Board shall be recommended by the Board and shall be placed on the agenda for consideration by the Mayor and Council. Each Director shall hold office for the term for which he or she is appointed and until his or her successor shall have been seated and qualified. Directors in office may be re-appointed for one (1) consecutive term with the maximum term being six (6) years of service.

Section 2. Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) will be filled by recommendation of a majority of the current members of the Board of Directors and confirmation by the Mayor and Council. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Director may resign by submitting written notice of resignation to the President and Main Street Director.

Section 3. The program director shall be a nonvoting member of the Board of Directors and shall be present at all meetings of the Board of Directors.

Section 4. The Board of Directors of the Program may hold regular and special meetings. Special meetings of the Board may be called by the program director at the request of four (4) or more Directors. Notice of the time, Place and agenda for both regular and special meetings shall be given to each Director either by personal delivery, e-mail, or phone. Monthly meeting time and location determined annually at Main Street Board retreat, and will then be published and posted for public.

Section 5. At all meetings of the Board, a majority of the voting members thereof shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. All new members of the Board of Directors shall participate in an orientation program familiarizing them with the goals and objectives of the Program and with their responsibilities.

Section 7. All members of the Board of Directors must be present and volunteer at 3 of the 4 events presented by the Program throughout the year. Board members must also be present at 9 of the 12 Board of Directors meetings throughout the year. The Board can terminate any member of the Board of Directors who are unable to meet this section.

ARTICLE 6

Committees

Section 1. The Program shall have at least four (4) standing committees, which shall be entitled Organization and Membership Development/ Volunteer Recruitment, Design, Economic Restructuring and Promotion. All committees shall consist of at least two (2) Board members.

Section 2. Other committees not having and exercising the authority of the Board of Directors in the management of the Program may be designated and appointed at a meeting at which a quorum is present. The designation and appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed upon them by law.

ARTICLE 7

Officers

Section 1. The officers of the Program shall be elected annually by the Board and shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary.

Section 2. Officers shall be elected during the Board Retreat and shall begin serving their term at the first official board meeting following the Retreat. The person then serving as President shall automatically become Immediate Past President upon election of a new President. All officers shall be elected by a majority of the eligible voting members present.

Section 3. Except as hereinafter provided, the officers of the Program shall each have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the membership or the Board of Directors.

a) President. The President shall preside at all business meetings, but may at his or her discretion or at the suggestion of the Directors arrange for another officer to preside at other meetings. The President shall also:
• Promote the purpose and accomplishments of the program;
• Follow through on orders and resolutions;
• Maintain communication with the Board, program director and City officials;
• Confer with the Program Director to set meeting agenda;
• Work with program committees to set and achieve goals;
• Recruit volunteers and solicit funding to accomplish program goals while adhering to 501c3 guidelines;
• Speak to civic or other groups about the goals of the program as requested by the program director.
The President shall perform such duties as are usually incumbent upon that officer and such duties as may be directed by resolution of the Board of Directors.

b) Vice President. The Vice President shall have such duties and responsibilities as the President or Board of Directors may from time to time prescribe. The Vice President shall perform the duties of the President in their absence and shall also:
• Promote the purpose and accomplishments of the program;
• Recruit volunteers and solicit funding to accomplish program goals while adhering to 501c3 guidelines;
• Oversee the preparation of an annual work plan;
• Coordinate annual meeting and awards program with the Program staff.

c) Secretary. The Secretary shall record and maintain in good order Minutes of all meetings and all records and correspondence of the Program. The Secretary shall also have such other duties as may be assigned by the membership or the Board of Directors. In addition, the Secretaries duties shall include:
• Maintaining membership lists;
• Producing Board Orientation manuals.

d) Treasurer. The Treasurer shall maintain in good order all financial records of the Program. The Treasurer shall also have such other duties as may be assigned by the membership or the Board of Directors. The Treasurer shall:
• Safeguard and disburse funds;
• Manage financial resources;
• Report monthly to the Board;
• Confer with the Program Director to prepare annual budget and financial report;
• Oversee annual audit and filing of tax return.

e) Immediate Past President. The Immediate Past President shall serve as and shall act in an advisory capacity to the President and Board of Directors.

f) Temporary Officers. In case of the absence or disability of any officer of the Program and of any person authorized to act in his or her place during such periods of absence or disability, the President may from time to time delegate the powers and duties of such officer to any other officer or any other member.

ARTICLE 8

Main Street Program Staff

Section 1. The Main Street Program Director reports to the Planning and Development Administrator and shall manage the daily operations of the Program. The Main Street Director shall be responsible for coordinating the implementation of the Program’s policies and projects and such other duties as may be required. The office of the Director is established and implemented according to the current guidelines for the National Main Street accreditation.

ARTICLE 9

Finances

Section 1. Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Program by the President and Treasurer. In emergency situations, expenditures of up to $500 may be made without prior approval of the full Board upon recommendation by the Program Director and approval by the Treasurer and President. A private audit shall be performed on an annual basis.

Section 2. All funds of the Program shall be deposited from time to time to the credit of the Program in such banks, trust companies or other depositories as the Board of Directors may select.

Section 3. The Board of Directors may accept on behalf of the Program any contribution, gift, bequest or device for the general purposes or for any special purpose of the Program.

Section 4. Each year, the Board shall approve a Program budget for the fiscal year. The approved budget may be reviewed and revised periodically as deemed necessary by the Board.

Section 5. The fiscal year of the Program shall begin on the first day of July and end on the last day of June in each year.

Section 6. Not later than three months after the close of each fiscal year, the Treasurer, with the aid of the Program’s staff shall prepare:

A. A balance sheet showing in reasonable detail the financial condition of the Program at the close of the fiscal year;
B. A statement of the source and application of funds showing the results of the operation of the Program during the fiscal year.

ARTICLE 10

Amendments

Section 1. The Mayor and Council shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws, provided that no such action shall be taken if it would in any way adversely affect the Program’s qualifications under Section 501 (c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.

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