Since we are starting this organization from scratch, we get to decide how it works! Here is the first draft of the bylaws that the board will be considering next week. It’s based on what we’ve seen from other similar merchant groups, with some tweaks to make it work for us. Comments welcome.
Proposed Bylaws of The Chagrin Falls Merchant Association
Organization name shall be the Chagrin Falls Merchants Association.
I. Board of Directors
1. The board of Directors shall serve without pay and consist of 7 members and 4 officers.
2. Board members shall serve 3 years, 2 terms. Vacancies shall be filled by the Board. Board members with 4 absences shall be dismissed from the Board.
The officers of the Board shall consist of a President, Vice President, Secretary and Treasurer nominated by the Board.
1. Elected officers will serve a term of 2 years.
(a) The President shall preside at all Board meetings, appoint committee members and perform oth- er duties as associated with the office. (B) the Vice President shall assume the duties of the Pres- ident in case of the Presidents absence. (C) The Secretary shall be responsible for the minutes
of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all.
(d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.
The Board may appoint standing ad hoc committees as needed.
1. Regular meeting shall be held every quarter.
2. Special meetings may be held at any time when called for by the President or majority of Board members. Agendas shall be provided at least 7 days in advance.
1. (a) A majority of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken to except to adjourn the meeting to a subsequent date. Passage of a motion requires a simple majority (ie., one more than half the members present).
VI. Conflict of Interest
Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that
member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/ herself and will vacate his seat and refrain from discussion and voting on said item.
VII. Fiscal Policies
The fiscal year of the Board shall be January 1st through December 31st.
These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.
Chagrin Falls Merchant Association (CFMA) Organizing Document
ARTICLE I- NAME
The name of this entity shall be the Chagrin Falls Merchant Association (CFMA). The governing body shall be the duly elected Officers.
ARTICLE II- MISSION STATEMENT
The Chagrin Falls Merchant Association will advertise, promote and support the merchants in Chagrin Falls. The association will:
Stimulate awareness of the merchants and services available in Chagrin Falls. Unify member merchants, recognizing there is strength in numbers.
Develop a calendar of events to promote merchants and their businesses. Strive to attract additional merchants to Chagrin Falls.
ARTICLE III- STRUCTURE AND REPRESENTATION
SECTION 1- Eligibility
Any merchant in the Chagrin Falls area having interest will be eligible to apply for membership. SECTION 2- Members and Dues
CFMA shall consist of the representatives from the active membership in good standing. Membership dues will be $250.00 per year. Annual dues are due and payable January 1. Any member failing to pay dues with- in 60 days shall be terminated from the active member list. However, members may join at any time during the year and their membership dues will be prorated. This is a non-profit organization. No dividends will be paid, and no part of the income of this Association will be distributed to its Members or officers.
SECTION 3- Meetings
CFMA shall hold regular membership meetings. Location may vary at the discretion of the Officers. Spe- cial meetings may be called by the President (or his/her designate) as deemed necessary to conduct business or deal with urgent matters. A quorum is necessary to vote any matters coming before the association.
SECTION 4- Quorum
Unless otherwise provided, at any meeting of members, the presence or by proxy of members entitled to cast a majority of the votes shall constitute a quorum. In the absence of a quorum the member present in person or by proxy, by majority vote and without notice other than by announcement, may adjourn the meet- ing from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
SECTION 5-Voting Rights
Each member of the Association shall be entitled to one vote for each full annual dues paid. No fractional votes shall be permitted.
SECTION 6- Proxies
Any member may vote either in person or by proxy or representative designated in writing by such member. SECTION 7-Attendance
A Merchant Association member may choose to not attend meetings, although active participation and sup- port is encouraged by all members.
SECTION 8- Officers and Board members
CFMA shall consist of four officers: President, Vice President, Secretary and Treasurer as duly elected by the membership in good standing. Terms of the office shall be 2 years.
SECTION 9- Committees
Committees may be appointed by the Board as needed.
Committees shall be composed of at least one Association member and shall have such powers as expressly delegated to them. Meetings of committees shall be decided on by committee members. Notice of these meetings shall be communicated to all committee members on a timely basis. No actions of Committees are final and binding unless such actions have specifically been previously approved by the Board, or are subse- quently approved by the Board.
ARTICLE IV- AMENDMENTS/DISSOLUTION
SECTION 1- These by-laws may be amended, altered, or repealed by any affirmative vote of the membership at any membership meeting. However, the current bylaws must be reviewed and accepted at a minimum of once a year at an annual meeting.
SECTION 2- The Association shall use funds only to accomplish the objectives and purposes specified in the by-laws. On dissolution of the Association, any funds shall be distributed to one or more organized and qualified charitable or educational organizations selected by the Board.
SECTION 3- All monies shall be spent in order to advertise and support the merchants of the Association