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HomeMy WebLinkAboutBylaws for Huntington Beach Downtown Business Improvement DiI `� ROYEM�yT OUWMTOWM O� A N � � n Huntington Beach Downtown Business Improvement District 315 3rd Street, Suite E Huntington Beach,CA. 92648 714-536-8300 Tax ID Number 74-3214964 (50106) Mission Statement The HUNTINGTON BEACH DOWNTOWN BUSINESS IMPROVEMENT DISTRICT is an organization, comprised of the businesses located in the downtown area, united in purpose and dedicated to the improvement of the economic business environment of Downtown Huntington Beach related to marketing, safety, maintenance, tourism, parking and special events. The Huntington Beach Downtown Business Improvement District (HBDBID) is a 50106 Business Organization formed in 2004 by the city council at the request of downtown businesses.As a business located in dynamic Downtown Huntington Beach,you are part of the innovative, business run Downtown Business Improvement District (Downtown BID). The BID allows Downtown business to work together to improve profitability through: collective marketing and advertising, attractive landscaping, downtown visitor maps and guides,coordinated publicity efforts, improved signage and special events. The seven-member Downtown BID Advisory Board, elected from participating businesses, directs the activities of the BID. A Downtown BID annual assessment is required to be paid by your business and will be collected at approximately the same time at which you renew your business license. Payments not made by the due date will accrue a penalty for delinquent payment of 10% per month, and your business license will not be renewed until payment of all charges including any other unpaid fees and taxes is made as per Municipal Code 5.06.060. The enclosed map shows the Downtown BID boundaries and the assessment formula lists f the current annual assessments by Business Category and Benefit Zone The BID is subject to an annual renewal procedure that starts with the BID Advisory Board recommending assessment amounts and culminates with a protest hearing by the City Council. The HBDBID works now and will in the future with City, County and State officials, local downtown businesses, and the community at large to discover- ways to promote the downtown local economy With over 300 downtown businesses as members, the HB Downtown BID continues to increase in size. The HBDBID accomplishes our goals by focusing on three core competencies, building a strong downtown business environment, promoting the community; representing the interest of downtown businesses with government, and political action. The following is just a glimpse of some of the many benefits of being a HBDBID member, • Listed in the annual "Downtown Business Directory." Which is distributed throughout the City of Huntington Beach and Orange County • Listed on the HBDBID website at www.hbdown=gom with links to your business sites • Receive monthly electronic newsletters filled with information on current events occurring in the Downtown area. Also keeping you informed of BID activities ( including dates, times and agendas of the Board of Directors, Ambassador and special Committee Meetings as well as General Membership meetings • Opportunities to participate in the SCORE discount and incentive program and advertise with the numerous downtown community events. • Opportunity to exhibit your products and services weekly to over 5,000 potential customers at Surf City Nights, the BID produced weekly farmers market and street fair The HBDBID knows collectively, we can accomplish what may not otherwise be individually possible, in terms of money, time and energy. Because Huntington Beach Downtown is growing and your business deserves to grow with it,we urge you to become active in the HBDBID,you will be glad you did. To Iearn more about the HB Downtown BID organization, please contact the Marketing Consultant, Celeste Hamil, at (714) 536-8300 FAX (714) 536-8383 or E-mail at hbdbid0verizan net or�ce—lest_ehbdbid@verizon.net f EN w90,WnT0Wn BID MEMBER PROFILE UPDATE Please use the space below to update your contact information. Include a primary contact person such as a manager,director or owner and a secondary contact that will also be included in BID communication. Name of Business i Telephone Hours of Operation Primary Contact Job Title E-mail Secondary Contact Job Title E-mail Return to: Celeste Hamil,Marketing Consultant Huntington Beach Downtown Business Improvement District(HBDBID) 315 3rd Street, Suite E Huntington Beach, CA 92648 hbdbid0mverizon.net FAX- 714.536 8383 For further information please call- (714) 536-8300 BYLAWS OF HUNTINGTON BEACH.DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ARTICLE I The name of this organization shall be HUNTINGTON BEACH DOWNTOWN BUSINESS IMPROVEMENT DISTRICT(HBDBID) ARTICLE II MISSION STATEMENT Section 1. The HUNTINGTON BEACH DOWNTOWN BUSINESS IMPROVEMENT DISTRICT is an organization,comprised of the businesses located in the downtown area,united in purpose and dedicated to the improvement of the economic business environment of Downtown Huntington Beach related to marketing, safety, maintenance,tourism, parking and special events. Section 2. The HBDBD shall observe all local,state and federal laws which apply to a non-profit organization as defined in Section 501 c(6)of the Internal Revenue Code. ARTICLE III The Huntington Beach Downtown Business Improvement District Logo: R4VEir 6 0 W'MT0WIt O� � n � y ARTICLE IV MEMBERSHIP Section 1. Any firm or corporation with a legitimate business license within the defined assessment district in the downtown area of Huntington Beach and businesses outside the assessment area(in the downtown area)(or property owners)that shall voluntarily pay the assessment may participate, with Pre-approval of the Board. 1 i Memberships herein noted as stakeholders, are available for 1-1I3 non-profit organizations not engaged in business. Shall enjoy all the rights and privileges of the HBDBID. Section 2 Fees shall be recommended by the board of Directors and may be modified once a Fiscal year,with the approval of the Huntington Beach City Council and method of collection thereof. Section 3 Each stakeholder of the organization shall be entitled to but one (1) vote on any question. Such vote is to be cast by the individual member or a member of the firm. ARTICLE V OFFICE OF THE ORGANIZATION Section 1. The principal office of the organization for the transaction of business of the organization is hereby fixed and located at 315 3"d Street, Suite E. Huntington Beach, CA 92648 The Board of Directors is hereby granted full power and authority to change said principal office from location to another in said County. ARTICLE VI GOVERNMENT—BOARD OF DIRECTORS Section 1 The government of this organization shall be vested in a Board of Directors. elected for two years, as hereinafter provided, from the stakeholders in good standing. Section 2. There shall be elected a hoard of not more than nine directors, From the 9 board of directors,there shall be an executive committee composed of 4 of€iceis. Officers of the board shall include president, vice president. secretary and treasurer. The Immediate Past President will serve in an a non voting advisory capacity. The Board will serve in advisory capacity to City Council by submitting request for their approval on expenditures of revenues derived from the levy of assessments.which is in accordance with the BID Law Code #36530 Section 3. Five Board members shall constitute a quorum. If a quorum is not present,the presiding officer may allow a vote on business items to be sent via tax,e-mail, or mail in ballot within 2 weeks prior to that meeting The votes are to be signed by each member of the board present at said meeting and filed with the minutes of the proceedings.Any decisions voted on must be passed by a. majority as per Robert's rules of order. No proxies aie to be allowed to vote. Special meetings may be called at any time by the President of the Board or 1) upon request of four membeis of the Board. All meetings called must abide by 4 the Brown Act. Directors will regularly meet monthly or as otherwise directed by the Board of Directors Section 4. The Execute e Committee may declare a vacancy when. a.)A director has unexcused absences for two consecutive regular meetings. b) A director no longer qualifies as specified in Article IV, Section I & 2 of these bylaws. A vacancy may be filled by: a ) Reinstating member by proper investigation and with a majority Grote of the remaining directors. b ) As specified in Article V1I of these by-laws Section 5. The BID officers shall serve a one(1) year term until their respective successors have been appointed. The service of an officer shall be part of their two year elected team. A Diiector may not be elected or appointed for more than two_(2)consecutive two(2) yeai terms These two(2) terms shall not include such time as said Director may have served through a recommendation appointment by the Executive Committee. Furthermore, after having served two(2)consecutive teems. said outgoing Directors shall not be eligible nor be appointed to serve as a Director for one(1)year immediately following two(2)consecutive terms. { ARTICLE MY SELECTION & ELECTION OF OFFICERS AND DIRECTORS Section 1. At the July Board of Directors ineetiiia,the President of the Board will announce the formulation of a Nominating Committee consisting of three stakeholders in good standing, and the Immediate Past President of the Board as a committee leader. The Immediate Past President of the Board will be actively involved in the nominating process in an advisory capacity. The three stakeholders chosen by the committee chair shall not be on the incoming board of directors or slate of candidates. Section 2. The Nominating Committee shall meet in ample time and as often as necessary to give due consideration to nominees as submitted by board members and stakeholders at large through an application process no later than the August board meeting Committee shall oversee election process including applications, filing dates, ballots and counting of ballots Election to be field between August 15 and September 15. The Committee shall approve eligibility of candidates-to be presented on the ballot. Each candidate must be an active stakeholder in good standing and must have agreed 1 to accept the responsibility of an Office/Director Upon acceptance of the slate of candidates by the Board of Directors.ballots containing the names of the nominees reported to the Board of Directors shall be drafted and mailed out to the organization's stakeholder, with a return envelope and f full voting instructions_ The returned ballots to be counted by an impartial third party official selected by the nominating committee that is not part of the I IBDBCD Within 72 hours of ballot count,the nominating committee shall meet to propose a slate for the executive committee from the next year s board of directors.The outgoing executive board is to review said recommendations and qualify slate of officers Once completed, slate is to be voted on by entire board of directors. Section 3 VACANCIES—A vacancy in any office, including the office of the Director, because of death. resignation,iennoval, disqualifications, or any other cause shall be filled by the President only after review of the application by the board of directors and with the approval of a majority of the Board of Directors., which approval shall be given at a regular meeting of the Board of Directors. Such appointee shall hold office until his successor shall have been duly elected and appointed ARTICLE VI11 DUTIES OF THE OFFICERS Section 1. PRESIDENT—The president shall call and preside at all meetings of the organization and Board of Directors He shall be an ex-offici member of all committees. The President shall appoint all committees unless otherwise provided for. Section 2. VICE-PRESIDENT—The Vice-President. in the absence of the President, shall act in his place. Section 3 IMMEDIATE PAST PRESIDENT—of the Board shall serve as a non voting Member of the Board of Directors foi one year.The Immediate Past President's role shall be that of special consultant to the President of the Board. Section 4 TREASURER—The Treasure shall have charge of the funds of the organization and of their disbursement under the direction of the Board of Directors He shall audit the books of the organization and render a financial report at any regular meetings. He shall oversee outside accounting, tax or bookkeeping services Section 5. SECRETARY—The Secretary will take the minutes of regular meetings of the organization and its Board of Directors and report therm to the President. { Section 6. EXECUTIVE COMMITTEE shall consist of the Immediate Past President, President, Vice President, Treasurer and Secretary, shall act for and on behalf of the Board of Directors when the Board is not in Session, but shall be 4 accountable to the Board for its action. f ARTICLE IX MEETINGS Section 1. The annual stakeholders meeting of this organization, shall be held during; October of each year Genera] Stakeholder meetings to be held quarterly,at a time and place to be determined by the Board of Directors, which is generally convenient to the organizations stakeholders A regular scheduled meeting; of the Board of Directors shall be held monthly.Notice of the date the hour and the place shall be given in writing Special meetings may be called by the President at any time upon written request of at least 3 stakeholders of this organization All meeting notices shall be given in writing to the stakeholders within seventy two hours if not before prior to any stakeholders meetings in accordance with the Brown Act. Section 2. 5%of the stakeholder s Shall constitute a quorum for the transaction of ally i regular or special meeting of the stakeholders of the HBDBID. No proxies shall be allowed. Section 3. If an), Director shall fail to attend two(2) consecutive regularly scheduled meetings of the Board, or one-third (1/3)of the regularly scheduled meetings on annual basis, without leave of absence by the President on account of sickness or being absent from the City,and upon investigation be so notified his/her office shall automatically become vacant and such vacancy shall be announced at the regular meeting of the Board of Directors and the vacancy filled for the balance of the unexpired term by the President, with approval of the majority of the Board of Directors Removal from office shall not tale place without due investigation and approval of the Board of Directors. ARTICLE X COMMITTEES Section 1 The President shall have authority to create all committee entities, subject to the majority approval of the Board of Directors. The President, shall with die counsel and the advise of the executive committee. have to appoint all committee chairpersons, subject to the majority of the Board of Directors. Section 2. It shall be the function of the committees to make investigations. conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board. 5 Committee membership appointments shall be at the will and pleasure of the ` President and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors. After appointment of any committee chairperson or member, said chairperson of member shall be removed from committee only at the expiration of the yearly terin of the President of by affirmative vote of a majority of the Board of Directors No action by any member,committee,division, employee, director or officei shall be binding upon, or constitute an expression of the policy of the HBDBID until it shall have been approved or ratified by the Board of Directors Section 3. There shall be three standing committees of the Board. They shall consist of the Executive Committee,the Nominating Committee and the Budget and Finance Committee Section 4 Meetings of the Committees may be called at any time by the President or by the Chahman of such committee ARTICLE XI r AMENDMENTS Section 1. The Bylaws of this organization may be amended or repealed or new bylaws may be adopted at any time by vote or written consent of a malonty of the stakeholders in good standing and entitled to vote, or(except as to a bylaw changing the number of Directors) by a two-thirds (213) vote of the Board of Directors. Section 2 All pages of the bylaws are to reflect the date of the most recent revision oil the bottom of the page. Section 3 Copies of revised and approved by-laws to be signed and dated by 2 members of the executive committee prior to all filings. ARTICLE XII ORDER OF BUSINESS The order of business at meetings of the Board of Directors or meetings of this organization shall be as follows: 1) Calling of the Roll 2) Approval of the Minutes 3) Reports of Officers t 4) Reports of Committees 5) Unfinished Business 6) New Business 6 7) Adjournment ARTICLE XIII LIABILITIES Section 1. Nothing herein, shall constitute members of the organization partners for any purpose No member, officer, agent,or employee shall be liable for the acts or failure to act of any other member, officer, agent,or employee to be liable for his acts or failure to act under these Bylaws excepting only acts or omissions arising out of his willful misfeasance ARTICLE XIV DEFINITION Section 1 The Iuntington Beach downtown area shall be defines as that area within the city of Huntington Beach. County of Orange. State of California bounded as shown on Exhibit A (Boundaries and Benefit Zones)of these Bylaws AMENDMENTS i Bylaws amended Article II Approved by Board of Directors 04/20/07 Bylaws amended Mission Statement Approved by Board of Directors 04/20/07 Bylaws amended Article IV Section 1 Approved by Board of Directors 2/19/08 By-Laws amended Article VI Section 1.2 with added Section 3.4,5 Approved by Board of Directors 02/19/08 Bylaws amended Article VIl Section 1,2,3,4, Condensed into 3 sections, with a more detailed description Approved by Board of Directors 02/19/08 Bylaws amended Article VIII Added Section 6 Approved by Board of Directors 02/19/08 Bylaws amended Article IX Section 1.2.3,4. Condensed into 1,2,3. Approved by Board of Directors 2/19/08 { Bylaws amended Article VI Section 2. 3 Article VII Section 2, Article XI Section 3 Approved by Board of Directors 4/1/10 7