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HomeMy WebLinkAboutDowntown Lansing Inc(Principal Shopping District) By-Laws Updated 2013Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 1 Revised March 9, 2012 BYLAWS OF THE LANSING PRINCIPAL SHOPPING DISTRICT, ALSO KNOW AS DOWNTOWN LANSING INC., BOARD OF DIRECTORS Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 2 Revised March 9, 2012 BYLAWS OF THE LANSING PRINCIPAL SHOPPING DISTRICT BOARD OF DIRECTORS ARTICLE I NAME. The name of the organization shall be Downtown Lansing Inc., hereinafter referred to as the “DLI.” Offices are located at 401 S. Washington Square, Ste. 101, Lansing, MI 48933. FISCAL YEAR. The fiscal year of the DLI shall begin on the first day of July and end on the last day of June. ARTICLE II PURPOSE 2.1.1 The purpose of the DLI shall be to manage the promotion and economic activity within the PSD District boundaries by undertakings including, but not limited to: 2.1.1 Conducting market research and public relations campaigns 2.1.2 Developing, coordinating and conducting retail and institutional promotions 2.1.3 Sponsoring special events and public activities 2.1.4 Provide for the maintenance, security and operation of the public outdoor spaces within the PSD District, as approved by the Board of Directors. 2.1.5 Advise the Mayor on the issuance of permits for special events, right of way closures, banners, temporary encroachment uses, bicycling events, skateboarding events and/or inline skating events. 2.1.6 Advise the Mayor and Council on the method to finance the whole or part of the DLI projects. 2.1.7 Improve the business climate by actively recruiting and retaining businesses within the PSD. 2.1.8 Advise the Mayor and Council on special land use issues, codes and zoning requirements. Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 3 Revised March 9, 2012 2.1.9 Stimulate downtown revitalization through organization (encouraging cooperation and building leadership in the business community); promotion (creating a positive image of downtown by promoting the downtown as an exciting place to live, shop and invest); design (improving the appearance of the downtown); economic restructuring (support local businesses through education and marketing assistance, and recruit new businesses through market analysis); and to receive, administer and distribute funds in connection with any activities related to the above purposes. ARTICLE III MISSION STATEMENT 3.1 Downtown Lansing Inc. is dedicated to making Lansing a place where people want to be, by encouraging its businesses, neighborhoods, and stakeholders to build a dynamic culture known for its vibrancy, sustainable growth, and business friendly environment. ARTICLE IV BOARD OF DIRECTORS 4.1 The Board of Directors of the DLI shall be an advisory board appointed by the Mayor and confirmed by City Council consistent with the Lansing City Charter Article V; Chapter 812 of the Codified Ordinances of Lansing and P.A. No. 120 of 1961, as amended. Board members shall serve without compensation. 4.1.1 An eight (8) member board shall be appointed and shall consist of a representative of city government, an individual from the adjacent residential area and at least five property owners or operators of businesses located within the PSD. Four Advisory Board members shall serve in a non voting position on the board and consist of at least a representative of a surrounding neighborhood and City Council. 4.1.2 Each appointed member of the DLI Board of Directors becomes an officer of the city and shall operate in accordance with city policy; the board may propose changes in city policy to improve efficiency. 4.1.3 The board appointees shall serve three year terms. The term of office for the members of the first Board of Directors shall be as follows: a) Three shall be elected for one year. b) Three shall be elected for two years c) Three shall be elected for three years. Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 4 Revised March 9, 2012 4.1.4 Any member of the Board wishing to resign from the board shall submit his/her resignation in writing to the DLI Executive Director and/or Mayor and DLI Board of Directors. 4.1.5 Vacancies on the DLI Board of Directors shall be filled immediately by the Mayor or, in case of vacancies over 60 days in duration; the City Council may appoint a member to the PSD Board. 4.1.6 The affirmative vote of the majority members of the board shall be necessary for board action. 4.1.7 If a Board member fails to attend three (3) scheduled meetings of the Board in a one (1) year period without valid reason given to the Board Chairperson. The Board member shall be asked to resign. If a member asked to resign neglects or refuses to do so, he or she may be removed involuntarily by the Board Chairperson, subject to approval by the Board. 4.1.8 Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a quorum of the Board consent thereto in writing, setting forth action to be taken, and the writing or writings are filed with the minutes of the proceedings. Such consent shall have the same force and effect as a unanimous vote of the Board. 4.1.9 All new members of the Board of Directors shall participate in an orientation program familiarizing them with the goals and objectives of DLI and with their responsibilities. 4.1.10 Each member of the Board is expected to volunteer a minimum of ten hours per fiscal year with DLI activities such as but not limited to, special events, fundraising activities, and promotions. ARTICLE V COMMITTEES 5.1 DLI shall have at least four standing committees, which shall be entitled Promotion, Design, Organization, and Business Development. The Promotion, Design, Organization and Business Development committees shall consist of not less than five (5) members and shall have as chairperson a member of the Board of Directors or Board Advisors who shall be responsible for directing and coordinating the affairs of the committee. 5.1.1 The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more committees, in addition to the above-named standing committees, including, without limitation, an Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 5 Revised March 9, 2012 Executive Committee, composed of the four officers, and which shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors in management of the organization. 5.1.2 The President of the Board, with confirmation of the Board of Directors, shall establish advisory or sub-committees for the purpose of assisting the Board in the discharge of its duties and shall name the Chairperson. 5.1.3 A majority of the members of a committee shall constitute a quorum. ARTICLE VI OFFICERS 6.1 The officers of the Board shall consist of a President, a Vice-President, a Secretary, Treasurer and Past President. The President must be a private- sector commercial property owner or an owner or operator of a business within the PSD. ELECTIONS 6.1.1 The officers shall be elected to serve for two years at the Board election of officers in January of each year. The person serving as President shall automatically become Immediate Past President upon election of a new President. Their term of office begins at the close of the meeting at which they are elected. 6.1.2 No officer shall hold more than one office at a time. 6.1.3 Election of officers shall be by majority vote. DUTIES OF OFFICERS 6.1.4 President. The President must be a private sector commercial property owner or operator of a business within the PSD. The President’s duties include presiding at Board of Directors meetings, deciding points of order, announcing all business, entertaining motions, putting motions to vote, announcing vote results and keeping order. Is also responsible to see that all orders, policies and resolutions of the DLI Board are carried into effect. a) The President shall appoint all committee chairpersons with concurrence by the board. b) The President shall remove committee chairpersons only with board concurrence. Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 6 Revised March 9, 2012 c) The President shall represent the DLI at public functions. d) The President shall perform other such duties as may be required from time to time. 6.1.5 Vice-President. The Vice-President shall perform the duties of the President in his/her absence. The Vice-President shall assume other duties as delegated by the President of the Board. 6.1.6 Secretary. The Secretary shall be responsible for overseeing the records of DLI, minutes of the meetings, and keeping a current roster of board members. 6.1.7 Treasurer. The Treasurer shall be responsible for the accounting of funds and will provide a monthly financial report at each meeting. 6.1.7 Immediate Past President. The Immediate Past President shall serve as an ex officio member of the Board of Directors and shall act in an advisory capacity to the President and Board of Directors. VACANCIES AND SUCCESSIONS 6.1.9 Should the office of the President become vacant, the order of succession will be the Vice President. In the event both President and Vice President become vacant, special elections will be held for the balance of the existing terms of office. 6.1.10 Should the Secretary or Treasurer positions become vacant, the President shall appoint another member of the board to complete the balance of the term of office. 6.1.11 Vacancies occurring on the Board of Directors will be appointed by the Mayor, however DLI board members may recruit members and make recommendations to the Mayor regarding appointments. ARTICLE VII MEETINGS 7.1 Regular meetings of the Board shall be on the second Thursday of each month, unless otherwise determined by the Board. Meeting shall not conflict with regularly scheduled City Council meetings. All meetings of the DLI Board of Directors are open to the public and shall solicit reasonable public comment. 7.1.1 Special meetings of the Board shall be called by the Chairperson of the Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 7 Revised March 9, 2012 Board or by any two (2) members of the Board. 7.1.2 Written notice of regular meetings of the board will be mailed ten (10) days in advance of the meeting. Notice of special meetings will be mailed, faxed, or emailed at least 48 hours in advance of the meeting. 7.1.3 Public notice of all regular, special or rescheduled meeting of the Board shall be given pursuant to the applicable provisions of Act 267 of the Public Acts of 1976, as amended. 7.1.4 Any meeting at which all members of the Board are present shall be a a legal meeting, notwithstanding the fact that it was not called in a manner set forth above and notwithstanding the fact that notice of the meeting was not given in the manner set forth above, provided, that notice of such meeting of the Board was given in accordance with the provisions of Act 267 of the Public Acts of 1976, as amended. 7.1.5 Five members of the Board shall constitute a quorum. 7.1.6 The Board shall act by resolution or motion and shall keep a journal of its proceedings, which shall be signed by the Secretary or his/her designee. The journal shall record the actions and activities occurring at the meeting Shall be filed with the City Clerk. ARTICLE VIII AMENDMENT OF BYLAWS 8.1 These bylaws may be amended at any regular or special meeting of the Board of Directors by a majority vote, provided that the amendment was submitted in writing at the previous regular meeting. ARTICLE VIIII OPERATING PROCEDURES & FISCAL OPERATIONS 9.1 The fiscal year of the DLI shall be July 1 through June 30. 9.1.1 All check authorization forms to the City Finance Department under $1,000 shall be executed by the Treasurer or his/her designee and the Executive Director and his/her designee, or their facsimile signatures. Check authorization forms for the amounts in excess of $1,000 shall be executed by the Treasurer or his/her designee, the Executive Director or his/her designee, and one other Board member. 9.1.2 The Treasurer shall make a monthly report of receipts and disbursements Lansing Principal Shopping District/Downtown Lansing Inc. By-Laws 8 Revised March 9, 2012 of the funds of the Board for the preceding month at each regular meeting. 9.1.3 The Board shall keep correct and complete books and records of accounts filed in the DLI office. 9.1.4 The Board shall establish an annual budget specifying projected expenditures based on projected available funds. Approval of an annual budget plan shall constitute authorization for all expenditures within the projected budget plan unless special circumstances require modification of the budget. EXECUTIVE DIRECTOR 9.1.5 The Board shall establish a position of Executive Director. 9.1.6 The Board shall select, appoint and/or dismiss the Executive Director by majority vote. 9.1.7 The Executive Director shall be responsible to the Board of Directors. The Board of Directors shall define the duties and responsibilities of the Executive Director. A performance evaluation of the Executive Director shall be conducted at least once a year by the Board of Directors. 9.1.8 The Executive Director shall select, appoint and/or dismiss additional staff members of DLI.