By Laws

BYLAWS

ARTICLE I: NAME

1.1 Name

The name of this association shall be River Arts District (RAD) Business Association. The name may be changed only by consensus of entire Board of Directors.

ARTICLE II: PURPOSE

2.1 Mission

River Arts District (RAD) Business Association

Mission

To recognize the distinctive urban neighborhood that is Asheville’s River Arts District and serve as a unified, representative voice of business owners to interface with city and county officials, legislators, and professional partners to promote and support the businesses, artists, and residents that make this district unique

Things We Will Do

 Serve as one voice with elected officials and change-makers, media and other potential collaborators, for businesses in Asheville’s River Arts District.

 Promote and sustain a mix of uses in the RAD.

 Build collaboration and support for the evolving RAD.

 Foster Independent Creative Commerce in the RAD.

Membership

Members are business owners and building owners in the RAD. Membership dues are $100 annually. Bi-monthly meetings held the last Tuesday of each month at 4:00 p.m. Officers will be voted in accordingly.

Contact

RADBusinessAssociation@gmail.com

There will be a wordpress site @ www.RADBusinessAssociation.com

ARTICLE III: OFFICES

3.1 Principal office

The principal office of the association shall be located @

RAD Business Association

c/o The Wedge Brewery

125 B Roberts Street

Asheville NC 28801

and may be relocated from time to time as determined by the board of directors.

3.2 Other offices

The association may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors, from time to time, designates.

ARTICLE IV: BOARD OF DIRECTORS

4.1 Nominating Process

The Board of Directors shall appoint a nominating officer, who will solicit and organize potential board candidates recommended by the board of directors, staff, members and member groups for nominees to serve on the board of directors. This will be an ongoing process through the year. Particular attention will be given to board diversity, regional representation and skill sets, using the nominations grid for guidance.

Once a year, the executive committee will compile a short list of potential candidates from the master list and present the recommended names to the full board. After processing any potential conflicts with the full board, board members will then be asked to invite the nominees using the Board Nomination Interview Form for guidance during the conversation.

Upon completion of a Board Nomination Interview Form, and after full review by the entire board, board members will vote to elect by majority new board members at the November Board meeting. Newly elected Board members will be invited to participate in committees July 1. Their terms will begin July 1 so that they may begin participation in committees. Orientation will be held in prior to the first board meeting.

4.2 Term

Each board member may serve up to six consecutive years contingent on board approval at two year intervals, before being required to take at least one year off. Board members who choose fewer than six years when elected may renew their term each year until they have completed six years of service. The Board shall strive to stagger the terms of the directors so that one-third expires each year. When the board chair term ends, he or she will remain a member of the executive committee the following year; if the board chair’s term on the board expires during the same year, he or she will serve on the executive committee in a non-voting advisory role the following year.

4.3 Composition

The board of directors shall be made of at least eight (5) and not more than sixteen (13) people and will strive to be diverse with respect to gender, geography, race, age and areas of expertise. RAD Business Association does not discriminate on the basis of age, race, socio-economic status or sexual orientation. The Executive Director (if we get one) will serve as a non-voting member of the board of directors.

4.4 Qualifications

Any person may serve as a director of this association provided they are a stakeholder in Asheville’s River Arts District & agree with RAD Business Association’s mission, goals, and strategies and respect the majority rule decision-making process. Stakeholders may include any business or property owner in the RAD as well as persons with a vested interest in seeing the RAD continue to prosper.

4.5 Powers

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation, the board of directors will manage these Bylaws and the affairs of the association. It shall be the function of the

board of directors to develop policies and ensure that they are carried out by the organization and take any other actions necessary to realize the mission of the organization.

4.6 Duties

It shall be the duty of the directors to:

a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incporporation, or by these Bylaws;

b) Supervise the Executive Director, review the staff’s annual plan and approve the organizational budget.

c) Meet at such times and places as required by these Bylaws, provided that special meetings will only be held upon consensus of the board of directors.

4.7 Commitment

Members of the board of directors are expected to prepare regularly for and participate in scheduled meetings and phone conferences, serve on at least one committee and actively participate in the work of the board of directors. Members of the board of directors that are absent from two consecutive meetings of any kind without first seeking approval of the Chair or the committee chair will be considered to have tendered their resignations to the board. The Board will approve all such resignations.

4.8 Meetings

There will be a minimum of six bi-monthly (every two months) meetings of the board of directors per year as scheduled by the permanent schedule of the board or as revised by the Chair. These meetings will take place in the RAD on the first Monday of the month @ 4:30pm or as revised by the Chair.

4.9 Manner of acting

Decisions of the Board are made by majority rules unless expressly stated otherwise. The decisions of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Reasonable attempts shall be made to solicit the input of all members of the board of directors on matters under consideration.

4.10 Removal

A member of the board of directors may be removed by consensus less one of the entire board of directors. Cause for removal includes, but is not limited to, the following: repeated failure to attend meetings, failing to fulfill the duties required of directors, or intentional acts or omissions which a prudent person could reasonably have foreseen would seriously damage the reputation or interests of RAD Business Association.

4.11 Non-liability of directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the association.

4.12 Indemnification by Association of Directors and Officers

The directors and officers of the association shall be indemnified by the association to the fullest extent permissible under the laws of this state.

4.13 Conflict of interest

Directors shall declare the existence of any direct or indirect conflict of interest—financial or otherwise, disclose its nature on the record, and abstain from voting on that matter. A conflict is always present when a vote concerns a director’s personal financial interests or those of his/her family. Directors and officers of RAD Business Association may enter into transactions or contracts with RAD Business Association, subject to the limitations of law, the Articles of Incorporation and these Bylaws regarding such dealings. All transaction of the RAD Business Association involving the personal financial interests of directors, officers or employees shall adhere to standard business practice as a result of the corporate role of a director, officer or employee. A conflict of interest transaction must be approved by consensus of the members of the board of directors who do not have any conflict of interest in the matter being considered. Individuals with conflicts of interest may serve on the board of directors, including independent contractors; however, such person and his/her relatives must always constitute less than a majority of the Board.

4.14 Quorum

A quorum is defined as at least 51% of current Voting Board members.

ARTICLE V: OFFICERS AND COMMITTEES OF THE BOARD

5.1 President. The President shall exercise general supervision over the affairs of this Section, except those matters placed by these bylaws or by Executive Committee under the administration and supervision of the Secretary and/or the Treasurer; preside at meetings of this Section and of the Executive Committee; appoint, with the concurrence of the Executive Committee, all committees; sign all contracts and agreements to which this Section is a party; have charge of and exercise general supervision over the offices and employees of this Section, and shall perform all other duties usual and incidental to the office.

5.12 Authority. The President shall act as spokesperson of this Section and as its representative at meetings with other organizations and committees unless otherwise delegated by the Executive Committee. The President shall not obligate or commit this Section unless the obligation or commitment has been specifically authorized by the Executive Committee.

5.2 The President-elect. The President-elect shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of the President’s disability, refusal, or failure to act and shall perform such other duties as are properly assigned by the Executive Committee or the President.

5.21 Succession. The President-elect shall succeed to the office of President upon expiration of the term of office of the President. The President shall succeed to the advisory position of Past-President upon the expiration of the term of the office.

5.3 Secretary

The Secretary is responsible for maintaining the records of all RAD Business Association meetings and conferences including all decisions. The Secretary is responsible for taking and distributing in a timely manner the minutes of Board conference calls and meetings. The Secretary shall be elected by the board of directors and shall be a member of the board of directors. The term of the secretary is a minimum of 2 years with a maximum of 3 terms

5.4 Treasurer

The Treasurer is responsible for setting up an annual budget cycle, leading the annual budget development process, and helping the staff draft the budget. The Treasurer will analyze and report on budget and current expenditures at all Board meetings and will make a final report at the end of the cycle. The term of the Treasurer is a minimum of 2 years with a maximum of 3 terms.

5.5 The Past-President. The Past-President shall only advise the role of President-Elect and President, and shall be an advisory member of the Executive Committee. In the event of the absence of President or President-Elect, the voting members may move to appoint the Past President to preside over meetings or represent RADBA in other capacities.

5.5 Election of officers and committee Chairs

Officers and Committee Chairs shall be nominated by members of the board of directors and elected by consensus of the full board to their offices once a year. Members of the board of directors may also volunteer to hold an office, which shall be approved by consensus of the full board. Annual elections shall occur for President-Elect.

5.6 Terms of office

Officers shall serve two (2) years, renewable terms, and shall be subject to the same removal procedures as set forth for members of the board of directors.

ARTICLE VI: SUBCOMMITTEES

6.1 Committee establishment

The board of directors may create new Committees and make appointments to them from time to time at its discretion. Committee membership consists of, but is not limited to, members of the board of directors, staff and others with relevant expertise.

6.2 Standing committees

The following standing committees shall exist, however, the failure to establish or maintain any of these committees shall not in any way invalidate any actions or decisions made by the board of directors or RAD Business Association

6.3 Executive committee

The board of directors shall select from within its membership an Executive Committee (EC) consisting of the Chair, Vice-Chair, Secretary, Treasurer, most recent out-going Chair and any other person(s) deemed necessary by the board of directors for the purposes of day-to-day administration. The Executive Committee shall make recommendations to the board of directors regarding personnel issues, finance, entering into binding agreements and major financial arrangements. This executive committee shall be a committee of the board of directors, and shall comply with the provisions of the Bylaws concerning the full board of directors. All EC decisions shall be in writing and submitted to the full board of directors. The board of directors may at any time pass a resolution modifying or revoking the authority of the EC, or changing the persons serving on the EC or increasing or decreasing the number of persons who serve on the EC.

6.4 Program committee

The Program Committee monitors the staff’s progress toward meeting the goals set in the strategic and annual plans, leads the programmatic areas of strategic planning, advises the staff on its annual plan and determines RAD Business Association’s official policy on emerging issues. Members of the program committee should also be available generally to staff or directors to provide input and advice.

6.5 Fundraising committee

The Fundraising Committee, along with the staff, is responsible for meeting the organization’s fundraising goals and makes recommendations to the board about setting and revising the budget. All members of the board are responsible for fundraising regardless of membership on this committee. The fundraising committee supports individual directors in their fundraising and holds individual directors accountable for meeting their fundraising goals. The committee also helps the board of directors create its annual fundraising goal and ensures that it is met.

ARTICLE VII: ADVISORY BOARD

7.1 Formation

The Board may create an Advisory Board as it sees the necessity. Past President shall preside over any Advisory Board.

ARTICLE VIII: MEMBERS

8.1 Rights and obligations of the members

A membership may be held by one person, a group, an organization or a business that does business within the geographic boundaries of the RAD. (See attached Map) All such entities supporting the mission statement and paying annual dues of $100, as specified from time to time by the staff shall be considered members of RAD Business Association and shall be entitled to all rights and privileges of membership as determined by the board of directors from time to time consistent with other applicable provisions of the Articles of Incorporation, these Bylaws, and the laws of the State of North Carolina governing nonprofit associations.

8.2 Nonvoting members

RAD Business Association may have nonvoting members. The nonvoting members shall have no power to vote on the election of directors or members, or to participate in a binding vote on any corporate matters. The board of directors may by resolution establish categories of nonvoting members and determine the dues, duties and privileges of members in those categories. The board of directors or staff may establish, alter or waive dues for nonvoting members. The board of directors may by resolution set or alter the organization’s policies regarding the selection, tenure, resignation, removal and any other matters concerning the nonvoting members.

8.3 Member expulsion

The Board of Directors may suspend or expel a member whenever the best interests of RAD Business Association would be served thereby. A member threatened with removal shall be notified of such intent and the reasons given for the proposed removal, and shall have the right to respond to charges and to present a defense.

ARTICLE IX: AMENDMENT OF BY-LAWS

11.1 Amendment

Any of the Articles in these Bylaws may be altered, amended, or repealed without voiding all other Articles, except where the entire Bylaws are repealed or substantively amended by action of the board of directors, and in that event, the Board shall promulgate and adopt new Bylaws by consensus.

ARTICLE X: CONSTRUCTION AND TERMS

12.1 Conflict

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this association, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended for time to time, or to corresponding provisions of any future federal tax code.

We, the undersigned, are all of the initial directors or incorporators of this association, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of _______ preceding pages, as the Bylaws of this association.

Dated: _________

______________________

Name, Incorporator