Northville Central Business Association
By-Laws

Northville Central Business Association (NCBA)

The purpose, or purposes, for which the association is formed are as follows: the advancing of retail, service, civic & general interests of Northville’s central business district: and, to offer joint purchasing, promotion, advertising, and marketing opportunities and to offer educational programs for its membership.

NCBA is a non-profit, non-stock organization. There is no physical property or association financing.

Section 1. Membership

There is one level of membership – general membership.

Section 2. Eligibility and Acceptance

Any reputable person, professional services organization, merchant, or business located in the Northville Central Business District in good standing, whose application for membership is approved by a quorum of the Board. For the purpose of membership eligibility, "Good standing" is defined as a business of good reputation, properly licensed to conduct business in downtown Northville and in good financial standing.

Section 3. Dues & Assessments

Dues are payable upon attaining membership. Thereafter, dues are payable annually. A member who is in arrears with respect to payment of dues or assessments for a period of 45 days shall cease to be a member in good standing. Dues must be paid and current for member to be eligible to vote in association business meetings or in the general election.

Section 4. Termination

A member may be suspended or expelled for conduct or practices contrary to the association’s best interests by a majority vote of a quorum of the membership, provided that the member has received a statement of the reasons for expulsion at least 15 days prior to the members’ vote. The member must be given the opportunity to speak at the members’ meeting prior to the vote.

The Northville Central Business Association is a self-governing, autonomous organization, which will maintain affiliations with local associations to the degree to which the relationship provides benefit to the NCBA membership and supports the overall objectives of NCBA.

The Northville Central Business Association will participate with the Northville Downtown Development Authority and Northville Chamber of Commerce to coordinate and enhance the special events held in downtown Northville. The NCBA will participate in this evolving partnership so long as it is a viable, effective mechanism through which the association can accomplish its goals, particularly in the area of special event planning.

The Special Events Coordinator shall be a paid employee of the Northville Chamber of Commerce, but shall act under the supervision of the NCBA President, DDA Executive Director and Chamber President in all matters related to the planning of Special Events in the city of Northville.

Section 1. Northville Chamber of Commerce

The Chamber of Commerce shall be a regular member of the NCBA.

Section 2. Northville Downtown Development Authority

The Northville Downtown Development Authority shall be a regular member of the NCBA.

A portion of the DDA funding for downtown special events, which has previously been available to the NCBA, will now be directed to the Chamber to help offset the cost of the Special Events Coordinator.

Section 3. Northville Arts Commission

A member of the Northville Arts Commission shall be a welcome, non-dues paying, non-voting attendee of all general membership meetings. The NCBA and the Arts Commission shall support each other’s mission in the city and shall cooperate in joint events as deemed appropriate by the Board and general membership and as it remains a mutually beneficial relationship to both organizations.

Section 4. Community Foundation

A member of the Community Foundation shall be a welcome, non-dues paying, non-voting attendee of all general membership meetings. The NCBA and the Arts Commission shall support each other’s mission in the city and shall cooperate in joint events as deemed appropriate by the Board and general membership and as it remains a mutually beneficial relationship to both organizations.

Section 5. Other

Northville Central Business Association may establish new affiliations with other city and civic organizations as is deemed appropriate by the Board.

Section 1. The Board (Board) shall consist of the elected officers and the chairman of the standing committees.

Election of Officers (nomination process & timing)

The nominating committee shall convene 45 days prior to the Election to nominate a slate of candidates from the members in good standing, which will be presented to the membership during the officer election at the Annual Meeting. For the purpose of officer nomination eligibility, "good standing" is defined as:

• a member who has a minimum of one full year of paid membership in the NCBA,

• a member who has attended at least one-half of the NCBA general meetings during the prior year,

• a member who has actively participated in the NCBA sponsored events during the prior year, and

• a member whose business has been successfully operational in downtown Northville for at least one year.

The nominating committee shall contact each of its nominees and shall obtain his /her consent to the placing of his/her name in nomination prior to presentation of slate of nominees to the general membership.

Said committee shall file a list of the nominees recommended with the secretary not later than 15 days prior to the election.

Other nominations, other than those made by the committee, may be made from the floor or by filing the name of the nominee with the secretary within the time limit specified. Nominee must consent to having his/her name placed in nomination.

At least 10 days prior to the Annual Meeting, during which the election will be held, the secretary will mail a ballot of the nominees to the general membership along with notification of the annual meeting. Members in good standing (paid membership) may vote at the Annual Meeting or by proxy by returning the ballot with a valid signature to the secretary by mail.

Annual meeting ballots and proxy ballots will be counted by the nominating committee within 24 hours of the Annual Meeting election; the results will be published to the general membership by the secretary within three days following the Annual Meeting.

Section 2. Term of Office

a. Elected Offices:

Length of term – Two Years
Maximum Number of Consecutive Terms: Two

b. Committee Chairs

Length of term – One Year
Maximum Number of Consecutive Terms: Four

Section 3. Duties of Officers

PRESIDENT. The president shall preside at all meetings of the Board and shall perform all duties incident to that office and may initiate, with the concurrence of the Board, such action as may be deemed likely to increase the usefulness of the Northville Central Business Association. The president shall be an ex-officio member of all committees. The president ensures that all orders and resolutions of the board are carried into effect and performs all duties necessary or appropriate to the office of president.

VICE-PRESIDENT. The vice-president shall act in the absence of the president, and in the absence or disability of both the president and vice-president, a member of the Board shall be chosen to act temporarily.

TREASURER. The treasurer shall receive and disburse the funds of the association and shall keep all monies of the association deposited in its name. At frequent intervals, reports shall be presented which detail the financial position of the organization to the Board. The treasurer shall serve in such capacity for all committees. The board may require the treasurer to give acceptable bond. At the expiration of the Treasurer’s term of office, all books, papers and property of the association shall be delivered to the Board.

SECRETARY. It shall be the duty of the secretary to conduct official correspondence, preserve all books, documents and communications and maintain an accurate record of the proceedings of the Northville Central Business Association. At the expiration of the Secretary’s term of office, all books, papers and property of the association shall be delivered to the Board.

Section 4. Other Officers

The Board may appoint other officers to perform such duties and exercise such authority as the president assigns or the board prescribes.

Section 5. Standing Committees

The Board will appoint the standing committee chairmen. The committee chairman will recruit committee members from the general membership or from membership volunteers.

The Standing Committee Chairs are as follows:

BUDGET. The Budget Committee will consist of the President, Treasurer, Chairman of the Membership & Dues Committee, Chairman of the Marketing & Communications Committee, and one member appointed by the President and approved by the Board. The primary duties of the Budget Committee shall be to prepare a budget of income and expenses, which shall allocate to each office/committee funding appropriate to the necessary expenditures of that function. The budget shall be completed and approved by the Board no later than January 15^th of each new fiscal year. Furthermore, on a quarterly basis, the committee shall review actual expenses compared to the budget, and make budgetary and expense adjustments as necessary to ensure a balanced budget.

MEMBERSHIP & DUES. The Chairperson is appointed by the President of the Board. The Treasurer is an automatic member of this committee, as is the Marketing & Communication chairperson. Two additional persons shall be appointed to this committee. The duties of this committees are to actively engage in the solicitation of new members for the association, which will include proactively soliciting new and established businesses, to be aware of the dues structures; to conduct the annual renewal campaign and dues collection function; and to perform the collection function for members who are delinquent in payment of their dues. The committee shall maintain an up-to-date list of paid members in good standing.

PROGRAMMING/EDUCATION. The Chairperson is appointed by the President of the Board. A minimum of two additional members shall be appointed to serve on this committee. The primary function of this committee is to plan and execute educational programming for the membership – the number of events annually will vary based on budgetary allowances and membership interest. Educational programs may be used as fund-raising events for the association.

MARKETING & COMMUNICATION. The Chairperson is appointed by the President of the Board. At least 2 additional members shall be appointed to this committee. The Marketing & Communication committee shall prepare a detailed calendar of promotion events for the full year and shall coordinate with the Special Events Coordinator and all committee chairpersons to ensure appropriate marketing & promotion for each event. The committee shall be responsible for the creation of all press releases and communiqués to the general membership. The committee shall be responsible for the creation of marketing & promotion brochures, fliers and posters as needed for events and to promote the association. The committee will maintain close communication with other city associations (Chamber of Commerce, Downtown Development Authority, Northville Arts Commission) to ensure coordination and consistency in the promotion of downtown events.

SPECIAL EVENTS COORDINATOR. The Special Events Coordinator is an employee of the Northville Chamber of Commerce whose salary, in part, is paid by the Downtown Development Authority with funds previously available to the NCBA for special events. The Special Events Advisory Board shall direct the efforts of the Special Events coordinator for all matters related to downtown special events.

The Special Events Coordinator is a non-dues paying member of the NCBA. The coordinator is expected to attend NCBA general meetings and all special events related meeting; additionally, the coordinator will work with the sub-committee chairs in the planning and coordination of downtown special events.

SUB-COMMITTEE CHAIRS will be appointed by the Board for the following specific events but will not serve as members of the Board. Additional sub-committee chairs may be appointed as deemed necessary.

• Flower Days

• Art in the Sun

• Sidewalk Sale

• Victorian Days

• Lighted Parade

• Candlelight Walk

NOMINATING COMMITTEE

Elected officers, a Chamber representative and a DDA representative shall serve as the nominating committee. The committee shall be convened as described in Section 1 of Article 6 and will dissolve upon completion of its outlined tasks.

Section 6. Ad Hoc Committees

Ad hoc committees may be formed from time to time as deemed necessary by the Board. The Board will appoint a chairperson for the ad hoc committee, who will then enlist committee members as required. The ad hoc committee will remain in formation only as long as required to complete the assigned task.

Section 7. Board Meetings

The Board (all elected officers, committee chairman, and Special Events Coordinator) shall meet at least once monthly to conduct association business and to plan for general membership meetings. A calendar of regularly scheduled board meetings shall be published in January and distributed to all board members.

Section 8. Powers

The board manages the association’s business and may exercise all the association’s powers, except those powers that the members exercise.

Section 9. Resignation and Removal of Officer or Board Member

An elected officer or chairperson may resign by written notice to the association. A majority of the Board may remove a Board member with or without cause. A board members failure to attend a majority of the meetings of the board held during the previous 12-month period will be taken as a tender of resignation.

Section 10. Vacancies

Board members may fill a vacancy or newly created position on the board by majority vote for a term continuing only until the members’ next election of officers.

Section 11. Compensation

No elected officer or standing committee chairperson, with the exception of the Special Events Coordinator, shall receive any salary or compensation unless otherwise ordered by the Board or by the By-Laws.

Section 1. Annual Meeting

The Annual Meeting shall be held in January. The general membership shall receive written notification of the meeting at least 10 days prior to the meeting. The election of officers shall be held during the Annual meeting as determined by the term of office.

Section 2. Monthly Meetings

A calendar of meetings dates, times & locations shall be published at the beginning of the year and distributed to the general membership. Regular meeting reminders shall be emailed; reminders will be mailed through the post if a member is unable to accept an email transmission. The calendar of meetings, notice of the Annual Meeting, membership renewal notifications and other documents of significance shall be sent via parcel post.

Section 3. Quorum

General Membership - 25% of the members in good standing who are present in person or by proxy shall constitute a quorum.

Board – 50% of the elected officers and committee chairpersons who are present in person shall constitute a quorum.

Section 4. Voting

Voting may be conducted orally, with the exception of the vote for the election of officers, which shall be conducted with a written and signed ballot.

Section 1. Banking Relationship

Section 2. Authorization Requirements

Disbursement of funds by the NCBA shall be approved and/or ordered by the Board.

One signature shall be required on all checks; one of which will always be the Treasurer’s signature.

Expenditures within the major classifications provided in the annual budget of the organization, as adopted by the Board at the beginning of the fiscal year, shall not require further disbursement approval.

Section 3. Approved Signers

Elected officers shall be designated as the approved signers. The Treasurer will notify the bank immediately following the election of officers of any change in approved signers.

Section 1. Amendments

The By-laws may be changed or amended by a simple majority vote of a quorum of the membership in good standing at any time.

Section 2. Fiscal Year

The fiscal year of the association shall be a calendar year ending December 31^st each year.

Section 3. Conduct of Meetings

Meetings of members generally shall follow accepted rules of parliamentary procedure subject to the following:

Section 4. Dissolution

If for any reason, this association is dissolved, any assets remaining after meeting all financial obligations shall be distributed, by action of the Board.

Section 5. Effective Date

These By-Laws shall be effective as ratified by the membership in a general meeting.

Accepted by Membership for Ratification on ______________________________(date)