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HomeMy WebLinkAbout2018-193 (Stillwater and Oak Park Heights Convention & Visitor Bureau (CVB) Bylaws (Revised 06-13-2018)) RESOLUTION 2018-193 APPROVAL OF STILL WATER AND OAK PARK HEIGHTS CONVENTION& VISITOR BUREAU(CVB)BYLAWS(REVISED 06-13-2018) WHEREAS, Stillwater City Council approved the Operating Agreement between the cities of Stillwater and Oak Park Heights and the Convention &Visitors Bureau (CVB) on June 2, 2008; and WHEREAS,the Operating Agreement specifically states that any amendments to the CVB by-laws, once adopted by the Board of Directors, must be submitted to the City Councils of Oak Park Heights and Stillwater for approval; and WHEREAS, the CVB has submitted the attached revised by-laws, as adopted by the CVB Board of Directors on June 13, 2018, for Stillwater City Council approval at its September 4, 2018 regular meeting. NOW THEREFORE BE IT RESOLVED, by the City Council of Stillwater that the CVB Bylaws revised June 2018 are hereby approved. Adopted by the City Council of the City of Stillwater this 4 th day of September, 2018. Ted Kozlowski, Mayor ATTEST: Diane F.Ward, City Clerk BYLAWS ARTICLE 1-GENERAL Section 1. The name of the corporation shall be Stillwater and Oak Park Heights Convention and Visitors Bureau, Inc., hereafter referred to as CVB. SecUon 2. The objective of the CVB shall be to promote tourism and marketing of the Greater Stillwater area. The Intent of the CVB shall be to attract overnight visitors, groups, weddings , meetings and conventions. SecUon3. No assets of the corporation shall Inure to the benefit of or be paid to any person who is a member, director, officer, or other private person, except that reasonable compensation may be allowed for services rendered in furtherance of the goals of the CVB. 2 ARTICLE II -MEMBERSHIP Section 1. Voting membership in the CVB shall be limited to lodging properties within the municipal boundaries of Stillwater and Oak Park Heights which collect and remit a local option lodging tax as defined in Minnesota Statutes 469.190 and authorized by city ordinance. Voting members must be current and in good standing in said collection and remittance obligations with no defaults or delinquencies not under appeal pursuant to the terms of said city ordinance - lodging tax. Each lodging business properties entity or individual shall be entitled to one representative membership, whether voting or non-voting, in the CVB. Section 2. It is acknowledged that there shall be two lodging classification types: 1. Properties operating more than ten rental rooms shall be known as a Hotel or large property 2. Any property having ten rooms or less shall be known as a Bed and Breakfast or small property. Section 3. Non-voting associate may be granted to individuals or businesses meeting the associate member requirements, as set forth by the CVB Board of Directors at their discretion and upon payment of any applicable dues. Section 4. Any associate member may be suspended or revoked for cause as determined by the Board of Directors, provided that such membership may appeal to the board at the next regular or special meeting of the members, at which time he/she may be reinstated by a majority vote of the Board. 3 ARTICLE 111-DIRECTORS Section 1. The affairs of the CVB shall be under the management of a Board of Directors and such officers, agents, employees or committees as the Board may elect, employ or appoint. Section 2. Directors ·shall be a representative ofan exi sting and qualified Tourism Businesses in Stillwater and Oak Park Heights. Com pos ition of the Board should include a well- rounded group of business representa tives . Any voting membei:-in good standing is el igible to serve on the Board of DireoteFS . f This lino we need to be ohanaedl __________________________ , -1 Formatted: Folltcalor: Red The Board of Directors shall consist of the following seats with full voting privileges: o One (1) representative from Oak Park Heights large or small propertie1,awoinleG-by..the-feJ:1Fesentalw0-§reup. D +we-Three (~ representatives from Stillwater small properties appointed by tho representative group . o Five ~4fil representatives from Stillwater/Oak Park Heights large properties appeinted--by..the-FeJ:lresentative gro~ +he-Beard efDireetefS shall iReh1Ele feur ROA votiAg assaelatea to sit en the board in a sansultant Fall shall inshu:le: O One (1) representative from IBA (Downtown Mainstreet Business Assoclation},-apJ:)einled by the representative group. O One (1) representative from Stillwater Chamber of Commerce, appointed by the re13r:esenta!Wo-§r-0013. 4 • .One (1) representative from an area Bar/ Restaurant / AllractiO[L _ -<:: i>f;_o_r111_•_tted_:_Font_·_1_2 pe-----------< i Formatted : font (Dafau!Q Atlal The Board of Directors shall include two non-voting associates to sit on the board in a consultant roll shall Include : o A representative of the City of Oak Park Heights D A representative of the City of Stillwater Mid lerm Boarel •Jasancies will be filleel by appeintment by lhe approj*iate representati~·e group Application, Selection a nd Seating of New Boan) of Directors members Existing Board shall cause the membe rship to be notified when there is a vacancy in a Board of Director position that is ready to be filled. Members will be permitted to apply to any vacancy on the Board by submission ofa completed written application . Existing Board Members. or existing community members may suggest applicants for the opening. A single opening may have multiple applicants. After consideration of all pending applications, an open position on the Board of Directors shall be filled by majority vote of the existing members of the Board of Directors at a regular or special Board Meeting . If no applications are received for a particular seat the board may select a member from another group to fill that seat. If for any reason the existing Board is unable or unwilling to fill an open position on the Board of Directors. then the general membership may call a membership meeting. entertain nominations for board members. and undertake a general election for membership to the Board. All newly-elected and appojnted Board members shall be seated as regular voting members at the next regular Board of Directors meeting after they are elected/appointed . They shall be participating members thereafter. Section 3. Powers and Duties of the Board of Directors shall include , but not be limited to o • Election of Officers. D • Set agenda for meetings ( regular, special, annuaij D • Employ personnel and set salaries. o • Set all dues end fees for associate membership to the CVB. o • Keep the membership Informed of the CVB'a activities . D • Make decisions on expenditures of CVB revenues. D • Formulate marketing plans and advertising campaigns. D • Authorize representatives to attend trade shows, conferences or other tourism related functions D • Enter into agreements or contracts with other firms, businesses or individuals working in furtherance of the CVB's stated goals . Section 4. Officers of the Board of Directors shall be limited to voting members in good standing. Only members of the Board shall be elected as officers . Officers shall be elected for two (2) years at the first regular meeting of the Board of Directors to be held after the annual meeting of the membership. The duties of the officers shall include but not be limited to: President: • Preside at general CVB meetings and at all meetings of the Board of Directors . • Make appointments to fill vacancies on the Board of Directors or for Officers for the remainder of the term, subject to the approval of the Board . • Supervise the duties of all employees, contracted service providers or agents of the CVB, as directed by the Board of Directors . • Represent the CVB at any meeting, convention, or other gathering where the interests of the CVB are at issue, or when so directed by the Board of Directors . Vice President: • Perform all duties of the President in his/her absence. • In the event of death, resignation or retirement of the President, assume the duties of the president as President Pro TemQ for the remainder of the current term and supervise the appointment of a new Vice President. • Represent the Board at the request of the President. Secretary: 6 • Oversee Uie record keeping of Uie eva·s meetings and activities • Gather and distribute approved meeting minutes to eve membership • Represent U,e Board at the request of Iha President Treasurer: • Provide a full and accurate account of receipts and disbursements of the CVB that be kept in books belonging to the eve. • Sign all checks and drafts Uiat are properly drawn on eve funds . Any check over $500.00 requires two signatures. • Ensure all monies are deposited In the name of the eve, in such depositories or safety vaults that may be designated by the Board of Directors. • Represent the Board at the request of the President. • Ensure that an annual audit is performed. Section 5. Gemmenoing JaAUary 01, 2016, the board shall determine and implemem-a pali~of seNise of oaeh twe-eoard positions to result in a sta99eriA9-ef-U1&-terms of the beafEl-memberehip for eleelioFl--Gf-f8eleGtian puffJoses. To achieve the directives af this pFO•Jisi9n, in na case shall-a-88am seat be oooupied far a period of more lhafl-3-yeaf&-fmm the date of Januapt 01, 201a:- CVB officer positions shall serve terms of two years in length and may be elected to consecutive terms, not to exceed 3 consecutive terms per seat. (ARTICLE Ill -DIRECTORS continued) Section 6. Any Director who misses three consecutive meetings, without a valid reason given to a Board Officer prior to the third missed meeting, may result in his/her membership on the board to be terminated. Upon motion of a sitting board member, termination shall be determined by simple majority of attending board members by ballot vote at a regularly scheduled meeting of the board. 7 Section 7. Directors must submit their resignation to the President. Section 8. A Conflict of Interest policy may be included in this organization's policy manual. ARTICLE IV -MEETINGS Section 1. An annual meeting of the membership of the CVB, open to the public, -except where closed pursuant to the Open Meeting Laws of Minnesota [Mn Stat. Ch 130 ] -shall be held at such time and place as designated by the Board of Directors . Each member shall be notified by e-mail or postal mail at least three (3) we eks in advance of said meeting. 8 Prior to or at the Annual meetiAti-ea~resentati•.ie gro1,1p m1,1st deG!are-ifl writing to the BoarEI of Dir:ectors their appointed repr:esenlali11e for an opeR-boarEI seal. Annual meetings shall be open to all members of the CVB in good standing and Associate voting members with all dues and assessments paid In full. Any and all business matters pertaining to the CVB may be considered and acted upon at the annual meeting, provided the same be in writing and presented to the Board of Directors at least fifteen (15) days prior to the meeting, so said business may be placed on the agenda. All regular or special meetings of the CVB shall be similarly open to the public, except where dosed pursuant to and in compliance with , the Open Meeting Laws of the State of Minnesota ( Mn Stat. Ch. 130 ). Section 2. Meeting reports will be made to participating city councils by CVB board - approved meeting minutes and CVB board-approved marketing reports sent to city councils. Section 3. The Board of Directors will meet at least four (4) times per year, at such time and place as they may determine . Additional meetings by the Board may be held throughout the year as is deemed necessary by the Board or called for by the President or two (2) or more board members. Board meetings are open to the membership and invited guests for observation; however, the President may invite membership comments at a specified time period and duration. Section 4. A quorum shall be required at all meetings, in which at least a simple majority of the Directors with full voting privileges are present. ARTICLE V -AMENDMENTS TO BYLAWS Section 1. 9 These bylaws shall be brought forward for adoption or amendment by a two- thirds (2/3) vote of the Board of Directors . Section 2. After adoption of amended bylaws, by the Board Directors, the amended bylaws must be submitted to the City Councils of Oak Park Heights and Stillwater for approval. Section 3. Upon approval from the Cities and the Board , the President shall notify the membership of the paooiAg bylaw amendments ! and the right to call a vote within ten [1 Q J days ef beard apprO\•a l , by US Ma il postage pre paid . Sestion 4. Upen notice, any member in good standing may sail fer a balloted election ef the bylaw amendments. Requests for a Call to Voto shall bo filed-w ith the President within feyrteen (14) days after notice has been gi•.•en of the pending amendments . Sestlon 5. If ne Call to Vote is filea within the designated peFied , the pending bylaw amendments shall be voted Ypen by the 8oard of DirecteFS at their nelEt scheduled reg1,llar meeting. If a Gall to V-Ote is recei\led , pending bylaw changes shall be placed en a ballet. =R:le President shall mail this ballot to all full membefs..if}-9ood standing at least fourteen (14) days borore the 8oard meeting at which said balloting is schedblled and shall be closed and tallied Sestion 6, The President and Secreta,=y, er their deslgnee, shall ·.ialidate the ballets and election. Th ey shall report the res1:1 lts ef the vote to the 8oard of DirectoFS. Sestion 7, 10 The Beard ef Directors shall , at its regular Beard meeting , declare the amendments aaeptea-eF-R-Ot-adepted according te the majority of the vetes-sast, ARTICLE VI -DISSOLUTION In the event of, or at the time of dissolution of the CVB, any funds or assets remaining after paying all costs and expenses of such dissolution shall revert and be distributed as directed by law and the provisions of the Articles of Incorporation attached hereto [Article VII). II CERTIFICATE OF INCORPORATION and ARTICLES OF INCORPORATION ARTICLE VII Copies of the Certificate of Incorporation and Articles of Incorporation of the Stillwater & Oak Park Heights Convention & Visitor Bureau are attached hereafter and fully incorporated herein and as a part hereof. ARTICLE I 12 ADOPTION, CERTIFICATION The Bylaws may be altered, amended or repealed and new Bylaws may be purposed by the Board of Directors at any regular or special meeting of the Board of Directors . At which time Article V of these Bylaws will be followed . The above Bylaws are certified to have been adopted by the Board of Directors of the Stillwater & Oak Park Heights Convention & Visitor Bureau on the ---------day of ______ , 2014. President of CVS Vice Pres ident of CVS Secretary of CVS Treasurer of CVB 13 4 ARTICLE I Attachments Certificate of Incorporation, Articles of Incorporation [pp 10-13] 14 NP·CXc-Dmmm~ 27092370002 ARTicLEs OF INCORPORATION OF STILLWATER & OAK PARK HEIGHTS CONVENTION & VISITOR BUREAU The undmigned incorporators are lndlYJduals 11 )'Cars of age or older and ado pl the following ar1ic!es of incorpora\ioo to fonn a nonprofit CQrponltion (Chaptct 317 A). ARTICLE! -NAME The name oflhi• corporation shall be Stillwater & Oak Park Heights Corwcntion & Visitor Burtau. ARTICLE II -REGISTERED OFFICE ADDRF.SS The pla<:e In Minncsota when,1he prlnclptl offico of the ce<p0<31ion is lo be located atl190 frontaae Road West, Stillwater, Minnesota 55082. ARTICLE ill-PURPOSE / This CttJ)()Hllon is a business organiD!ion u specified in Section S0l(cX6) of the Internal Re,cn11< Code, or the // corre,poi1ding s«tion of any futun, federal tu codo. The p,,rposc ofd1is corporation is to market and promote the Stillwater and Oak Park Heiahts areas a, business and leisurotravtl destinMions. ARTICLE IV r EXEMPTION REQUIREMENTS At all times lhe followin11 shall opente a conditions restricting lhe operalions and activities of the corporation: I. No part of the neteamin11 oftltc orpnl.z.allonshall inure to the benefit of, or be distributable ID its members, truo1 .. s, olfrurs, or other privole persons, ncept that o,ganin.tions ,hll be authorized 11"1 enipowercd to fl11Y rnsonable compenHtion fo, SCfYices rendered and to make paymenu and distribution, In furthc:nncc ofth, purposo ••I for1h in tho purpose clauso horeof. 2. No ,ubstanllal par1 oflhe activ ities oflhe corporation shall col131itute the carrying on of propaganda ot othctwi,e attempting to influcocc legislation, or any initiative or referendnm before the public, and the ooq,or&lion ,hll not participate in, or inteMne i11 (including by publication or distribution of statemenl5), any politi<:al umpaign on behllf of, or in opposition lo, any candidate for public office . l . Notwithstanding any Olher provisions of this document, the organizotion shall not CIUT)' on any other activiti,. not permiucd to be carried on by an organization e.cmpt from fcder,I income tax under Section 50l{cX6) ofthe lntemal Revenue Code orcorresponding""'tioo ofany fulule lax code, or by 16 an orgRnizarion, con1ributions to which are deduc1ible under secticn 170(c){2)ofthe lntemaJ Revenue Code, or correspond ing section of ony foture tax. code . ARTICLT. V -MEMBERSHIP & BOARD OF DIRECl"ORS This org11niuition shall hove membcr5,. The eligibility, rights and obligations or the members will be determined by the org•ni:zatlon's bylaws. TM m•nagement of the affairs ofthocorporation ,hill be vested in a board of directors, .. denned by the corporarlon's byl&ws . No director shall have any rijht, tltle. or interest in or to any property of the corporat i<:in . The number of directors con,tituting lhe initial boon! of dlre<lors i• eiaJ,t (8}, their names and addressct ar,, as folk>w s: Steve Roll Jeff Stanton 2190 Frontage Road Wes~ Stillwater, MN 2200 Frontage Road West, Stillwater, MN Chuck Dougherty 15330 58'' S1reel North, Oak Park Height•, MN Jerry Helmberger 303 Fourth Street North, Stillwater, MN Kevin Shields Onvld Beaudet 102 Second Str<et North, Stillwater, MN 14168 Oak Park Blvd, Oak Park Heights , MN Ken Harycl:1 216 Fourth Str<et North, Stillwater, MN Shel)'I £-Maohall 106 Second Strecl Sou1h, Hudson, WI Members or the initial board of directors shall mve until !he fir1t l!lnual meeting, al which Uicir succusors will be duly elccled and qualified, or removed as provided in die byleM. ARTICI,'E VI-PERSONAL LIABILITY No mernber, officer, or director of this corporation •h•II be personally liable for 1hc debts or obllgetlons of this corporation of any na!urc whatsoever, nor shall any or the property or the members, officer, or directors be subject to the payment of the debcs or obligations of this corporation. ./ ARTICLE VU-DURATION/DISSOLUTION The duration or the corparate existence shall be perpetual until dissolulion. Upon 11tedissolutio11 of the organization, 1.S$OIS of tho CO<J)Oration shall be distributed for one or ntoro exempt iru'l'O••• within the meaning or Section SO l(cX~) of the lntemal Revenue Code,°" corre,ponding aection of any 17