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TDA - Bylaws - 11 23 1993 BYLAWS OF TIGARD DOWNTOWN MERCHANTS ASSOCIATION November 23, 1993 Article I -Name The name of this Association shall be the Tigard Downtown Merchants Association, Inc. The registered and principal office of the Association shall be located at 12420 S.W. Main Street in Tigard, Oregon. Article II - Objective The Association is formed to promote the economic health and development of downtown Tigard. The purpose of the Association shall be to conduct or engage in all lawful activities in furtherance of the foregoing objective, or incidental thereto. Article III - Downtown Area The area of downtown Tigard shall be defined as the Central Business District, as declared by the City of Tigard. It's boundary is Pacific Highway on the Northwest, Hall Boulevard on the East, and Mckenzie Street/Hill Street to the Southwest. Article IV - Membership Section 1. Membership of this Association shall consist of three classifications: Business Organizations, Property Owners, and Associates. Section 2. Business Organizations membership shall be confined to those organizations conducting business for profit, including retail/wholesale products and services, professional individuals and firms, located in the Central Business District of Tigard. Section 3. Property Owners membership shall be confined to owners of property located in the Central Business District of Tigard. Section 4. Associates membership may be extended to any person, firm, or organization with a sincere interest in the objectives of the Association. Section 5. Voting: One vote on Association business shall be vested to each member holding membership in the categories of Business Organizations and Property Owners. Votes may be cast by the duly appointed representative of those members. Section 6. Election to membership: Applications for membership shall be approved by a majority of the Board of Directors. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 2 Article V - Dues Section 1. The annual dues for the various categories of membership to the Association shall be determined by the Board of Directors. Section 2. Dues shall be paid annually in advance, unless other provision has been approved by the Board of Directors. Section 3. Members who fail to pay their dues within 90 days of the time they become due shall be notified by the Board of Directors and, if payment is not made within the succeeding 30 days, shall without further notice be dropped from the membership roll. Section 4. Special assessments may be authorized by a two-thirds vote of all members present at any regular meeting of the Association membership. Special assessments also may be authorized by a two-thirds vote of all members present at any special meeting of the Association membership provided written notice of the intention to authorize such assessment is contained in the call for such meeting. Article VI - Meetings Section 1. The Association shall conduct an Annual Meeting at which Association business may be transacted. The Annual Meeting shall be held between January 5 and February 15 in each calendar year. The time and place of the Annual Meeting shall be determined by a majority vote of the Board of Directors. Section 2. Special Meetings of the Association may be called by the President or by the Board of Directors, with the purpose, time and place to be stated in a written notice to members. Section 3. Notice and Quorum: Notice of the Annual Meeting shall be given to each member of the Association in writing at least 30 days prior to the meeting date. Notice for Special Meetings must be made at least 10 days prior to the meeting date. Those members attending any regular or Special Meeting for which due notice was rendered shall constitute a quorum for the transaction of business. Section 4. The order of business shall be governed by the latest edition of Roberts Rules of Order, Revised, provided that the order of business may be altered or suspended at any meeting by a majority vote of members present. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 3 Article VII - Annual Nominations/Elections Section 1. Directors of the Association shall be elected by vote of the membership secret ballot, with a majority of all votes cast being necessary to an election to Office. Such election shall be held at the Association's Annual Meeting. Directors shall take Office at the next meeting of the Board of Directors following the election. Section 2. The Officers of the Association shall be elected to their respective Offices annually by a majority vote of the Board of Directors. Such election shall take place at the first Board meeting at which new Directors take office following the Annual Meeting. Section 3. A Nominating Committee shall be appointed by the President prior to November 1 of each year. The Nominating Committee shall, by December 1, submit to the Board of Directors it's nominations for that year's election of the Board of Directors. Each nominee will have provided the Nominating Committee with consent for the nomination. The names of those nominated will be circulated to all members with the written announcement of the Annual Meeting. Additional nominations may be made by the membership-at-large at the Annual Meeting prior to the vote by the membership. Section 4. Ballots will be distributed to all members in attendance at the Annual Meeting. Ballots will be collected, opened and counted at that meeting by the present Officers of the Association and the results of the election announced immediately to the membership. Ballots shall be kept by the President for two weeks following the announcement of results and are open to inspection to any Association member. Upon motion and second for acceptance of an entire slate of nominated Directors, this balloting process can be replaced by a showing of hands. If such motion does not gain a two-thirds vote of voting members present, the written ballot process shall be used. Article VIII - Board of Directors Section 1. The Board of Directors shall have supervision, control and direction of the affairs of the Association; shall determine it's activities within the purposes set forth in the Articles of Incorporation and of the Bylaws; and shall have discretion in the disbursement of it's funds. It may adopt such rules and regulations for the conduct of it's business as shall be deemed advisable, and may appoint such agents as it may consider necessary. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 4 Section 2. The Board of Directors shall consist of at least rme elected Directors. Board membership can be increased upon the vote of a majority of the Board. At least seven Directors shall be owners or managers of businesses. And there shall be at least one Director representing Property Owners, and at least one Director representing Associate members. Section 3. Board of Director positions shall be numbered, beginning with one (1)thru nine (9), and election to each shall occur on a rotational basis. Numbers one, two and three will be elected in January 1995, numbers four, five, and six will be elected in January 1996, numbers seven, eight and nine will be elected in January 1997, and the sequence begins again in each following year. Section 4. The President and Vice President shall be elected by the Board of Directors from among the elected Directors in the manner set forth by Article VII, Section 2. The President, Vice President, other elected Directors shall have the right to vote. Section 5. Each Director shall serve a three year term of office, and no Director may be elected to more than three consecutive terms. President and Vice President, once elected to their respective Offices, will not be required to be elected again by the membership while they hold those Offices. Each Director shall hold Office for the term for which he/she is elected or until his/her successor shall have been elected to serve a term of three years. Section 6. Meetings: The Board shall meet on a regular schedule to be determined by the Board. The Board also shall meet upon the call of the president at such times and places as he may designate, or as requested by a majority of the Board members. Section 7. Quorum: A majority of the duly elected voting members of the Board of Directors at the time of the meeting shall constitute a quorum to transact business of the Association. The act of the majority of voting Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. Section 8. Absence: If a Director is absent from three consecutive meetings for reasons which the Board does not deem sufficient, his/her resignation shall be deemed to have been tendered and accepted. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 5 Section 9. Compensation: Directors shall not receive compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for any such service. Section 10. Resignation or Removal: Any Director may resign at any time by giving written notice to the President. Any Director may be removed by a two thirds vote of the total Board of Directors at any regular meeting, provided he/she has been given 30 days notice in writing of the reasons for such intended removal. Section 11. Vacancies: Any vacancy on the Board of Directors may be filled by a majority vote of the Board of Directors. Section 12. Voting: Directors may not vote by proxy. However, nothing shall prohibit Directors from voting by telephone in accordance with applicable statutory provisions. Section 13. Waiver of Notice: Whenever any notice is required to be given to any Director of the Corporation by the Articles of Incorporation, Bylaws or laws of the State of Oregon, 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 equivalent to the giving of such notice. Article IX - Officers Section 1. The Officers of this Association shall be a President and a Vice President, each of whom shall be a member of the Board of Directors. There also shall be a Secretary and a Treasurer, each of whom can either be a Director elected to Office in the manner described in Article VII, Section 2, or who can be a non-Board member appointed by majority vote of the Board of Directors. All Officers shall be elected annually. Any two or more Offices may be held by the same person, except the Offices of President and Secretary. Section 2. Vacancies: Any vacancy in any Office may be filled for the balance of the term by majority vote of the entire Board of Directors. Section 3. President: The President shall preside at meetings of the Association, of the Board of Directors and of the Executive Committee, and shall be a member ex officio of all Committees. The President shall appoint all Committees and name the Chairperson of each Committee. The President shall exercise the usual executive powers pertaining to the Office of President. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 6 Section 4. Vice President: The Vice President may, as delegated by the President, perform the President's duties in the absence of the President, and shall have such other duties as the President or the Board may assign. Section 5. Treasurer: The Treasurer shall be responsible for all moneys received and expended for the use of the Association. The Treasurer shall receive all moneys, pay bills approved by the Board of Directors, and collect all dues and special assessments. The Treasurer shall give a report of the Association's financial condition at each regular meeting of the Board of Directors and the membership. The Treasurer will establish and maintain an account with a financial institution, approved by the Board of Directors, wherein all funds received by the Association will be deposited and all funds expended by the Association will be disbursed. Such disbursements shall require two signatures, that being the Treasurer's and one Director as designated by the Board of Directors. Section 6. Secretary: The Secretary shall be responsible for taking minutes of all meetings of the Board of Directors and of the general membership. The Secretary shall be responsible for proper notification to Association and Board members of those meetings. The Secretary shall, when requested by the President to do so, sign and execute with the President all deeds, bonds, leases, contracts and other obligations or instruments in the name of the Corporation. Section 7. Compensation: The compensation, if any, of all agents of the Corporation shall be fixed by the Board of Directors. Article X - Association Office and Staff Section 1. Office: The Association shall maintain it's Headquarters at 12420 S.W. Main Street in Tigard, Oregon. Section 2. Staff: It shall be the responsibility of the Board of Directors to maintain an Association staff that provides services sufficient to support Association operations. Staff employed for such services shall perform such duties as are assigned by the Board of Directors. The Association may seek consulting services as deemed necessary by the Board of Directors. Article XI - Committees Section 1. The President, subject to the approval of the Board of Directors, shall annually appoint such Standing, Special or Subcommittees as may be required by the Bylaws or as are deemed to be necessary. TIGARD DOWNTOWN MERCHANTS ASSOCIATION BYLAWS November 23, 1993 Page 7 Section 2. Executive Committee: An Executive Committee shall be appointed by the Board of Directors. To the Executive Committee shall be delegated all the powers and duties of the Board of Directors when the Board is not in session. All actions of the Executive Committee are subject to review by the Board of Directors. Section 3. Standing Committees: In the designation of Standing Committees, the President shall give attention to Association concerns in the areas of Membership, Business Recruitment, Finance, Retail Promotions, Design/Beautification, and Traffic and Parking. Section 4. All Committees and Subcommittees shall include at least two Directors from the Board of Directors. Section 5. No action by any Committee, Subcommittee, or any member thereof, shall be binding upon, or constitute an expression of, the policy of the Tigard Downtown Merchants Association until such action is ratified by the Board of Directors. Article XII - Fiscal Year The Fiscal Year of the Association shall commence on the first day of January and end on the last day of December each year. Article XIII - Indemnification of Directors and Officers Each Director or Officer now or hereafter serving the Corporation and each person who, at the request of or on behalf of the Corporation, is now serving or hereafter serves as a Trustee, Director, Office or Agent and his/her respective heirs, executors and personal representatives shall be indemnified by the Corporation against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she is made a party by reason of being or having been such Trustee, Director, Officer or Agent, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of the Board of Directors, or otherwise. 1 L TIGARD DOWNTOWN MERCHANTS ASSOCIATION November 23, 1993 Page 8 Article XIV - Dissolution The Tigard Downtown Merchants Association shall use it's funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to members of the Association except as otherwise specified in these Bylaws. On dissolution of the Association, any assets remaining shall be disposed of in accordance with Article VI. the Articles of Incorporation. Article XIV - Amendments These Bylaws may be amended by a two thirds vote of the Board of Directors, with such amendments to take effect immediately. However, in order for such amendments to remain in effect, they must be ratified by a vote of the Association membership at the first membership meeting following Board approval of such amendments. As approved by unanimous vote of two thirds of the members of the Board of Directors in a meeting held on November 16, 1993. Mauro Cettina Secretary November 23, 1993 Date