ARTICLE I: NAME
ARTICLE II: PURPOSES, POWERS AND CHARACTER
ARTICLE III : MEMBERSHIP
ARTICLE IV: MEMBERSHIP MEETINGS
ARTICLE V : DIRECTORS AND OFFICERS
ARTICLE VI: COMMITTEES
ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
ARTICLE VIII: AMENDMENTS
ARTICLE IX: VOTING PROCEDURES
ARTICLE X: INDEMNIFICATION OF DIRECTORS AND OFFICERS EASTSIDE BLOOMINGTON, INC.
ARTICLE I: NAME
Section 1. The name shall be Eastside Bloomington, Inc.(hereinafter referred to as the "Association"). top
ARTICLE II: PURPOSES, POWERS AND CHARACTER
Section 1. Purposes . The purposes of the Association are to promote and publicize Eastside Bloomington, Inc. members and their place and status in Bloomington, Indiana, and the trading area; to promote and encourage commerce and such civic functions and social and cultural events as will benefit its members and the community; to encourage the maintenance of high business standards and a spirit of cooperation among its members for their benefit.
Section 2. Powers . The Association shall have such powers as are necessary to carry any or all of the above stated purposes into effect.
Section 3. Character . The Association shall be non-partisan, non-sectarian, and non-profit in character. top
ARTICLE III : MEMBERSHIP
Section 1. Eligibility . Membership in the Association shall be confined to those persons, firms and corporations who are engaged in a business or profession whose site is physically located within the following geographical boundaries: as a southern boundary, the intersection of College Mall Road with Moore's Pike; as a northern boundary, the intersection of East 10 th Street with the State Highway 46 Bypass; as an eastern boundary, the intersection of East Third Street with State Highway 446; as a western boundary, the intersection of East Third Street with High Street.
Section 2. Classes . There shall be two classes of membership:
• General membership, which shall be open to those persons, firms and corporations engaged in a business or profession located within the geographical boundaries defined in Article III, Section 1.
• Patron membership, which shall be open to those persons, firms and corporations who have an interest in the financial prosperity and vigor of the businesses located within the geographical boundaries defined in Article III, Section 1; and to non-profit organizations located within the geographical boundaries defined in Article III, Section 1. Patron members shall not serve as Directors nor as Officers nor as committee members, and shall have no voting privileges.
Section 3. Representatives of Members . Each member firm or corporation of the Association shall designate an individual to represent such member in the Association. The designation shall be in writing and shall be filed with the Secretary. A member may change his representative at any time by filing a new designation. Each representative so designated shall be entitled to be present, in person or by proxy, at all meetings of the members of the Association. Proxies shall be appointed by written instrument filed with the Secretary and no proxy shall be valid after the meeting for which it has been given. top
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Regular and Annual Meetings . Regular meetings of the members of the Association shall be held quarterly on a fixed day of each quarter or, if any such day shall fall upon a holiday, then on the next succeeding business day, at an hour, place and day to be fixed by the Board of Directors. An Annual meeting of the Association shall be held for the entire membership in each September of each year for the purpose of conducting such annual business as required by the By-Laws.
Section 2. Special Meetings . Special meetings of the Association may be called at any time by the President or by the affirmative vote of a majority of the Directors. It shall also be the duty of the President to call such special meeting when 50% or more of the members of the Association shall, in writing, make application therefor to the President, stating the purposes of the meeting. Such special meeting shall take place on the earlier of ten business days after receipt of the application for special meeting or at the next regularly scheduled quarterly meeting. At any special meeting, no business shall be transacted other than that stated in the notice of such meeting.
Section 3. Notices . Each member shall be mailed a notice of a meeting at least 10 days prior to date of the meeting.
Section 4. Quorum . Representatives present in person or by proxy representing at least five (5) Directors plus 25% or more of all the general membership of the Association in good standing shall constitute a quorum for the transaction of business at any regular or special meeting. Only representatives of general members in good standing and not delinquent in the payment of their dues and assessments will be entitled to vote on any matter; patron members shall have no voting privileges.
Section 5. Order of Business . All meetings shall be conducted in accordance with Roberts Rules of Order, latest revised edition. top
ARTICLE V : DIRECTORS AND OFFICERS
Section 1. Composition of Board of Directors . The Board of Directors shall consist of at least five (5) members but not more than seven (7) members, who shall be elected by the general members of the association at an Annual Meeting. Each Director shall be a representative of a general member of the Association and shall serve a two-year term without compensation. All Directors so elected or selected shall hold office until the second Annual Meeting of the Association following his/her election or until his/her successor shall have been elected and qualified or selected, as the case may be. No Director shall serve more than two (2) consecutive terms. No Director shall simultaneously serve as a director and as an officer. Patron members shall not serve as Directors.
Section 2. Quorum and Voting . Three (3) Directors shall constitute a quorum, and the affirmative act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3. Meetings of Board of Directors . Regular meetings of the Board of Directors shall be held at least monthly at such time and at such place as shall be designated by the President. Special meetings may be called by the President at the President's discretion. Notice of all meetings of the Board of Directors shall be given to each Director, either orally or by written notice mailed to the Director at least three (3) days prior to the date of the proposed meeting.
Section 4. Vacancies . A vacancy on the Board of Directors caused by resignation, death or any other reason shall be filled for the unexpired term by the vote of a majority of the remaining Directors. A Director so elected or selected shall hold office until the expiration of the term of the Director whose place has been taken and shall serve without compensation. A retiring Director shall be eligible for re-election, but may not serve more than two (2) consecutive terms.
Section 5. Removal . The general members may remove one or more directors at a meeting called for that purpose, if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause. A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
Section 6. Duties . The Board of Directors shall manage the affairs of the Association, shall make all rules and regulations deemed necessary to accomplish the purposes of the Association, and may adopt such rules and regulations not inconsistent with these articles, as it may deem necessary for its own governance. It shall annually adopt and submit to the members for their approval the aggregate income and expense of the Association.
Section 7. Election of Officers . Following the Annual Meeting, the Board of Directors shall meet and elect as officers for the ensuing year a President, a Vice President, a Secretary and a Treasurer, none of whom shall be currently serving as Directors. No officer shall simultaneously serve as Officer and as Director. Each Officer shall serve without compensation and shall hold office for one year from the date of election. Election of an Officer shall not itself create contract rights. The Board of Directors may remove any of such Officers or all of them whenever the best interest of the Association will be served thereby. Any such removal shall be without prejudice. Patron members shall not serve as Officers.
Section 8. President . The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Association, and Board of Directors, and the Executive Committee and shall perform all duties incidental to the President's office and such other duties as may be prescribed by the Board of Directors from time to time. The President shall, subject to the approval of the Board of Directors, appoint all general committees and shall be an ex-officia member of all such committees. The President may sign, with the Secretary or other duly authorized officer of the Association, such contracts or other instruments which the Board of Directors has authorized to be executed except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the Association or shall be required by law to be otherwise signed or executed. The President's authority, however, at all times shall be subject to the control and direction of the Board of Directors.
Section 9. Vice President . The Vice President shall act in the absence or disability of the President. The Vice President shall have all the powers and perform all the duties of the President when acting on the President's behalf, shall be subject to all the restrictions upon the President, and shall perform such other duties as may be directed by the President or the Board of Directors.
Section 10. Secretary . The Secretary shall conduct all official correspondence of the Association, be custodian of the records of the Association and record all the minutes of the meetings of the members, of the Board of Directors and all committees, issue notice to all members of all meetings of the Association and give notice to all Directors of all meetings of the Board of Directors.
Section 11. Treasurer . The Treasurer shall keep the accounts of the Association, receive, have charge of, and be responsible for all funds of the association and shall deposit all such funds in the name of the Association in such bank that the Board shall elect, pay bills when properly approved, and preserve vouchers for all payments. The Treasurer shall check, approve and present to the Board of Directors all financial reports and statements, serve on all committees dealing with finances and perform such other duties as may be directed by the President or the Board of Directors. The Treasurer shall at each regular meeting of the Board of Directors make a statement of the financial condition of the Association, and at the annual meeting shall submit a detailed report to the members.
Section 12. Transfer of Records and Property . The officers, upon expiration of their tenure of office, shall transfer all official records and property of the Association then in their possession to their duly elected and qualified successors in office. top
Section 1. Executive Committee . The Executive Committee shall consist of the elected Officers. In the interim between meetings of the Board, this Committee shall, with the President, have charge of the routine business of the Association, and it shall, with the Treasurer, have general charge of the finances and property of the Association. The Executive Committee may adopt such rules and regulations, not inconsistent with these By-Laws, as it may deem necessary for its governance. The presence of at least three (3) members shall be necessary to constitute a quorum at any meeting of the Executive Committee. The Executive Committee may exercise all or any of the powers of the Board of Directors and shall have power to act in such matters as are from time to time referred to it by the Board of Directors but shall at all times be subject to the control and direction of the Board of Directors. All acts and resolutions of the Executive Committee shall be recorded in a minutes book and shall be reported to the Board of Directors at its next succeeding meeting.
Section 2. Nominating Committee . A nominating committee comprised of three (3) representatives of members of the Association shall be appointed by the President no less than sixty (60) days prior to the Annual Meeting for the purpose of selecting a slate of Director candidates for election, at such Annual Meeting. No member of the Nominating Committee shall be nominated as a candidate for the Board of Directors. Patron members shall not serve as members of the nominating committee.
Section 3. Other Committees . The Board of Directors may, from time to time, appoint any other committee or committees, which shall have such powers as may be specified by the Board of Directors. Patron members shall not serve as members of any committee. top
ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts . The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general, or confined to specific instances. All contracts executed on behalf of the Association shall be signed by one Officer of the Association and countersigned by a different Officer of the Association.
Section 2. Loans . No loans shall be contracted for on behalf of the Association, no evidence of indebtedness shall be issued in its name and no pledge of the credit of the Association shall be made unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances, provided, however, that no loan shall be made to any Officer or Director of the Association.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by one Officer of the Association and countersigned by a different Officer of the Association.
Section 4. Deposits . All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such bank or other depositories as the Board of Directors may select.
Section 5. Audit of Books . The books of the Association shall be audited annually by a certified public accountant, to be chosen by the Board of Directors. The certified public accountant's report shall be rendered to the general membership at the Annual Meeting of the Association.
Section 6. Fiscal Year . The fiscal year of the Association shall begin on January 1 and end on December 31.
Section 1. These By-laws may be amended at any regular meeting of the general members or at any special meeting of the members called for such purpose. Amendments shall be proposed in writing, and a copy of each proposed amendment shall be submitted to the Board of Directors, or to a By-Laws Committee appointed by the President, at least thirty (30) days prior to the meeting of the members at which such amendment shall be considered. top
ARTICLE IX: VOTING PROCEDURES
Section 1. In all meetings of the general membership, the Board of Directors, the legally appointed committees, including the Executive Committee, voting procedures will follow strict Parliamentary procedure as outlined in Roberts Rules of Order, with each official committee member, board member or general member having one vote. Patron members shall not be entitled to vote. top
ARTICLE X: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Scope . Every person who was or is a party to, or is threatened to be made a party to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or Officer of the Association or is or was serving at the request of the Association or for its benefit as a Director or Officer of another association, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to the Indiana Nonprofit Corporation Act of 1991 against all expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers or representatives may have or hereafter require. top