Loading...
HomeMy WebLinkAboutAgenda - 08-17-1999 - 8dORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No. s-d ACTION AGENDA ITEM ABSTRACT Meeting Date: August 17, 1999 SUBJECT: Chapel Hill/Orange County Visitors Bureau Revised By-Laws DEPARTMENT: Visitors Bureau PUBLIC HEARING: (Y/N) _ ATTACHMENT(S): (1)Proposed revised By-Laws document (2)County Attorney correspondence regazding conflicts of interest language. INFORMATION CONTACT: Joe Blake TELEPHONE NUMBERS: - -ext. 968-2060 Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 227-2031 PURPOSE: The purpose of this request is to consider adoption of the revised By-laws of the Chapel Hill/Orange County Visitors Bureau. BACKGROUND: In the spring of 1998, the Visitors Bureau Board established an ad-hoc committee to review the Bureau's By-laws. The group of three members was charged with revising the document to accurately reflect the organization's status as an Orange County department. The original By-laws were created with the intent that the Visitors Bureau would separate from county government within its first year into an independent, non-profit agency. After six months of review and research, the committee's suggested revisions were submitted to the county attorney for review. Mr. Gledhill's suggestions were incorporated into the document, which was then provided to the Visitors Bureau Boazd in February 1999 for review. The Board reviewed the revised document at it April 21S` board meeting. The group voted unanimously to recommend that the Boazd of Commissioners adopt the revised By-laws. The Board of Commissioners reviewed the proposed changes at its June 1, 1999 meeting and requested changes to Article VII, Conflicts of Interest. The attached document reflects revised language as provided by the County Attorney. FINANCIAL IMPACT: No financial impact is attributable to adopting the document. RECOMMENDATON(S): The manager recommends that the Board adopt the revised By-laws. 2 CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU BY-LAWS Article I Structure/Office DRAFT for Board of Section 1 -Structure Section 2 -Name Commissioners Consideration Section 3 -Office Article II Basic Policies Section 1 -Basic Policy Section 2 -Annual Report Article III Officers and Board Members Section 1 -Bureau Board Section 2 -Responsibilities and Duties Section 3 -Compensation Section 4 -Vacancies Section 5 -Term of Membership Section 6 -Chairperson Section 7 -Vice-Chairperson Section 8 ~ee~ieH-9 -Recording Secretary Section 9 SesHet~-1-9 -Election of Officers Section 10 SeetieH-l-l- -Resignations Section 11 See~ien-1~ -Removal of Members Article IV Meetings Section 1 -Place of Meetings Section 2 -Regular Meetings Section 3 -Special Meetings Section 4 -Notice of Meetings Section 5 -Quorum Section 6 -Parliamentary Authority Section 7 -Executive Session Section. 8 -Minutes Section 9 -Manner of Acting Section 10 -Adjourned Meetings and Notice Article V Committees Section 1 -Marketing Committee Section 2 - ~ge~~e Nominatins Committee Article VI Finances Section 1 -General Policies and Procedures Sea~~ieu ~ ~ Section 2 See~ie~~-3 -Monthly Reports Section 3 £eetiet~-4 -Fiscal Year Article VII onflicts of Interest Section 1 -Conflicts of Interest Article VIII Personnel Section I -Director Section 2 -Other Personnel Article IX ~-~#~ele~ Amendments Section 1 -Amendments 4 CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU BY-LAWS ARTICLE I STRUCTURE/OFFICE Section 1. Structure: The herein-referenced organization shall be an rt of Orange County eovernment, and as such subiect to all policies and procedures as established by the Orange County Board of Commissioners This includes but is not limited to, personnel, budget finance purchasing and otherpolicies as established by the coup . Section 2. Name: The name of this organization shall be the Chapel HilUOrange County Visitors Bureau, hereafter referred to as "Bureau." Section 3. Office: The office of the Bureau will be located at , 501 West Franklin Street Suite 104 Chapel Hill, or at such other place or places in Orange County as the Board may designate. ARTICLE II PURPOSES AND BASIC POLICIES Section 1. Basic Policy: a. The Bureau shall be non-sectarian and non-partisan, with a basic operating policy not to compete with local businesses. b. Neither the name of the Bureau, nor the names of any of its officers in their official capacities, shall be used in connection with a commercial concern nor with any partisan interest or for any purpose not appropriately related to the promotion of the objectives of the Bureau without the explicit consent of the Bureau. c. The Bureau may cooperate with organizations and/or agencies with similar concerns to those of the Bureau, but persons representing the Bureau in such matters shall make no commitments to bind the Bureau without the express written approval of the Board as then constituted. d. It shall be the operational policy of this Bureau not to discriminate against any person or persons on the basis of race, national origin, age, religion, sex, color, disability, marital status, and veteran status. Section 2. Annual Report: The Director will be responsible for preparing an annual report of the Bureau. Following approval from the Bureau Board, the report shall be submitted at the close of the fiscal year to the Orange County Board of Commissioners. TnC'rep~ 5 ARTICLE III OFFICERS AND BOARD MEMBERS Section 1. Bureau Board: The Board shall consist of~-Nr 12 members nominated by the following organizations, with the following i~ terms: Chapel HilUCarrboro Chamber of Commerce - ~~ 3 ears Hillsborough Area Chamber of Commerce - ~~ 3 nears Economic Development Commission - ~- 3 nears (Note: This second commissioner's seat was removed at the request of Commissioner Halkiotis. The Board of Commissioners adopted the change at its February 16, 1999 meeting.) Orange County Board of Commissioners - mss- 3 nears University of North Carolina at Chapel Hill - ~ye~s 3 nears Orange County 1°f~~tel~A4ete1 Lodging Association (representing a hotel, motel, extended sta~property or bed and breakfast inn of 100 or more roomsl - ~}ea~s 3 nears Chapel Hill Town Council - ~}eafs 3 nears North Carolina High School Athletic Association - 3 years Carrboro Board of Alderman - 3 years Hillsborough Board of Commissioners - 3 years Alliance for Historic Hillsborough=3 years Orange Count~Lodgin~ Association (representing a hotel, motel, extended stayproperty or bed and breakfast inn of less than 100 rooms) - 3 nears All Board members shall be appointed by the Orange County Board of Commissioners. Local elected bodies are encouraged to nominate elected officials as their representatives to the Board. Section 2. Responsibilities and Duties: • , > ~ , .The Boazd shall serve in an advisory capacity to Orange Counri government. The Board shall adopt an annual mazketingLplan and program of work for Bureau staff, adopt policies and regulations as necessary to carry out its mission, and communicate to the Orange County Board of Commissioners on issues related to visitor services in Orange Counri. Section 3. Compensation: All board members of the Bureau shall serve without compensation. However, the Bureau may reimburse its members for such reasonable expenses or expenditures which they might incur on behalf of the Bureau or in the course of conducting its business, after approval thereof by the Bureau, and such approval may be given either 6 prior to or after such expenses or expenditures have been incurred. Section 4. Vacancies: Vacancies in the membership of the board of the Bureau shall be filled in the same manner as the initial appointments by the Orange County Board of County Commissioners. Board members appointed to fill vacancies shall serve for the remainder of the unexpired term of the member for whose term they are appointed to fill. Section 5. Term of Membership: All members initially appointed shall serve staggered terms of one year, two years, and three years. All members shall serve three-year terms thereafter. No member shall serve more than two (2) consecutive terms. Section 6. Chairperson: The Chairperson will be elected from among the members by the members. The Chairperson shall preside at meetings of the Bureau, and have the authority to appoint such committees necessary to conduct the work of the Bureau. Section 7. Vice-Chairperson: The Vice-Chairperson will be elected from among the members by the members. The Vice-Chairperson shall preside at any meeting at which the Chairperson is not present , . t=kei~c~~en ere net resent ~~e shell " ~ '- r «~, w ~. a ,, ,, r exiri°v-~*•i::°vie: onarb-ovrcmr~vviea~esaxcrzwvre~-urm-vr tl3e seal, i€an~e€tl~er$t~feat~ Ike-shell a€~~f st~eh seal te~rrl°., ~ " •~rt~„~,T a.,«:°•• nc r~nv ha nrciaaarl to hi--- c ,.... «:...,. «,. «:...,, t,,. «w,. °t,..:....°....,. t, «~. n __~--- -- ---"~ _- ,.. •O"-- -.. -""' ".,"' „"'~ .., .~"'.. .,) ...... ....... .t.....avu va v~..~-..v--nur-vcrcr. Thw Trna^....,... ~a°ii ., ~ mow..;,........ ,.r«a° n..a~°« ,, a ~• r •«. a ~ b iia ,~i'I il~itAf~ ~l~r..ta7a ~Ilrnnll Tl..., 'T`..,.,..,,...°« .. L.,.I1 ... ..:«,._ tt r' 1 rF r«t. i~ ~ , Section 8-Ses~ien-9- Recording Secretary: The Bureau Director or his designee will be Recording Secretary, will keep the minutes of the meetings, and will give notice of the meetings, but is not a member of the Board. Section 9-See~ietr~~ Election of Officers: Officers will be elected annually at the ~~°« m°°«~°~- ~~ 7••'~~ June board meetine. The term of office shall be one year. Section 10 C°~- Resignation: Any member of the Bureau may resign by filing a written resignation with the Chairperson of the Bureau. Section 11 ~°z Removal of Members• ~~ '"° ° °~~ ~"°* ° "°°--' -~°~-"°- ~"~" "° Whenever a member shall fail, for any reason other than ill health or service in the interest of the State or the nation, and having been excused by the Chair to be present for three successive regular meetin~.Lof the board, his or her place as a member shall be deemed vacant. ARTICLE IV MEETINGS Section 1. Place of Meetings: All meetings of the Bureau will be held in the office of the Bureau or at such other place as shall be designated in the notice of the meeting. Section 2 Regular Meetings: The Board shall approve a schedule of regular meetings, which will be published at the beginning of each fiscal year. Section 3. Special Meetings: Special meetings of the Bureau may be called at any time by the Chairperson, or, in the Chairperson's absence, the Vice-Chairperson, or by a majority of the board members of the Bureau in accordance to the provisions of The North Carolina Open Meetings Law. The purpose of the meeting shall be stated in the call. Business conducted at special meetings shall be confined to the purpose or purposes stated in the notice of the meeting. ,.T°+:,.° °r..~,.,.:.,~ .,. ,..:~~.. _, ...~ "° .. ,.~ ~,,..~* a ..... ,. °". ~~Q. "..,._..: a Section 4. Notice of Meetings: Written notice of special meetings shall be given by mail to the board members of the Bureau at least one week prior to the scheduled date of the meeting and will contain as complete as possible an agenda of items to be discussed at that meeting. Notice shall also be given to the public as provided in The North Carolina Open Meetings Law, G.S. 143-318.1 et seq. The Bureau may hold emergency meetings, but only for the purposes and according to the procedures contained in the North Carolina Open Meetings Law. Section 5. Quorum: A quorum at any meeting shall consist of the majority of the members of the Bureau. A majority of such quorum shall decide any questions that may come before the meeting. Section 6. Parliamentary Authority: The current edition of Robert's Rules of Order shall be generally followed in all questions of parliamentary procedure when such rules are not superseded by the Bureau By-Laws. Section 7. Executive Session: The Board may hold an executive session as authorized by the North Carolina Open Meetings Law. Section 8. Minutes: The 13u~e~r Recording Secretary shall keep minutes of meetings. The minutes a shall be available to the public upon request and shall be provided to the members prior to the next meeting for approval at the next meeting. Section 9. Manner of Acting: Except as otherwise provided in these by-laws, the act of the majority of board members present at a meeting at which a quorum is present shall be the act of the Bureau. Section 10. Adjourned Meeting and Notice: A majority of the board members present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the board members who were not present at the time of the adjournment. ARTICLE V COMMITTEES The Bureau Chairperson shall appoint the following standing committees and other ad hoc committees as deemed necessary to conduct the work of the Bureau: Section 1. Marketing Committee: The Marketing Committee shall consist of 2 or more members of the Bureau Board plus additional members of the community as deemed appropriate. T#e The committee shall advise the Director or his desi¢nee on the annual coals. obiectives and strategies the Bureau shall undertake in furtherance of its mission. The committee shall pFeg~e oversee and submit to the Bureau for its approval, an annual marketing plan and program of work to advertise and promote tourism, sporting events, and/or convention development for Orange County. The ee~tee Bureau may, ' contract with any person, firm, or agency to advise and assist in the preparation and execution of projects to promote travel, tourism, conventions, and sporting events for Orange County. Section 2 Nominating Committee: The Nominating Committee shall consist of 3 or more members of the Bureau board. The committee shall recommend for board approval, a slate of officers to serve during the upcomin fiscal year. ARTICLE VI FINANCES Section 1. General Policies and Procedures: The Bureau shall adhere to Orange County's fiscal and budgeting policies and procedures as established by the County and North Carolina General Statutes. Section 2 Seetieo-~r. Monthly Reports: The lei Orange County Finance Department shall keep the accounts of the Bureau and render a monthly statement thereof to the Ind Bureau. Section 3 Seet~r~ Fiscal Year: The fiscal year for the Bureau shall begin July I, and end June 30 of the subsequent calendar year. ARTICLE VII CT A AT7'1 A D ilC !1L' !~lIATnT Tl~T ''ONFLICTS OF INTEREST Section 1. Conflicts of Interest: , , , . The Bureau may excuse a member from voting, but only upon questions involvine the member's financial interest or the member's official conduct. If a member is excused from voting, the member shall take no part in deliberation on the question before the Bureau. ARTICLE VIII PERSONNEL Section 1. Director: The Director shall be the principal paid staff of the Bureau-c~-b .The director shall have complete responsibility for the operation of the Bureau in the pursuit of its purposes, the administration of employed staff of the Bureau, the general management of the affairs of the Bureau under general authority delegated, and shall perform such additional duties as the board may, from time to time, assign. The Director shall have responsibility to authorize purchases and otherwise commit the Bureau in its normal operations, within the budget adopted, .The Director shall conduct the 10 correspondence of the Bureau and give notice of meetings of the Bureau. The Director is a County employee subiect to the policies outlined in the Orange County Personnel Ordinance including the Orange County Pay Plan «a ° ~" '~" ~ o ~ ~«~~~,~, Tt,e lam,...«s.. AA..«.. ,.o.. ,... 1.:.. ,-I,..,:..«..,.. .:11 ',i . T ...~ Tl'~ ,.r,. «.J «C µl1 F L,' C --- i i Section 2. Other Personnel: The Director shall employ such personnel as may be required to conduct the activities of the Bureau. New positions shall be approved and authorized by the Board and the Orange County Board of Commissioners. Employees of the Bureau are county employees subiect to the policies outlined in the Orange County Personnel Ordinance and as such, will receive fringe benefits applicable to all county employees. The Bureau Director or his designee will provide supervision to all Bureau employees and perform an annual review of their performance. n V « '~ « o a Y ~ b T ~~~~, =ca c~= isr~ vinvcn $TJaQg~ tiivrir~~ c a~ivT > > , , > > > > 11 ARTICLE XI AMENDMENTS Section 1. Amendments: These by-laws may be amended or repealed and new by-laws adopted at any regular or special meeting by the affirmative vote ofthree-fourths (3/4) of the board members present, provided that the amendment or repeal or new by-law has been submitted in writing to the board members not less than two weeks prior to the meeting. aim-~av~ . The by-laws may be amended upon recommendation by the Bureau Board to the Orange County Board of Commissioners, who have the final approval to adopt the new by-laws. ~T....,,...,i..,... i o i nm Adopted by the Orange County Board of Commissioners Au~?ust 17, 1999 Aug-11-99 03=46P Coleman Gledhill Hargrave 919 732 7997 12 r L.ew offices CALEMAN, GLEDHILL & HARGR.AVE w PROFESSIONAL O~pORA710N 129 E. TItYUN 5iR6Br P. U. DRAWER 1529 H1LL,i~>SOR000H, NORTH C11Rl7LINA 17278 919.732.2196 FAX 919.732.7997 August 1.1, 1999 VIA FACSIMILE Mr. Joe Blake Executive Director Chapel Hill/Orange County Visitors Bureau 501 West Franklin Street, Suite 104 Chapel Hill, North Carolina 27516 FROM 't1~ DESK ~ Gfi{~FREY E. GbF:DHILL RLs Chapsl Hill/Oraxige County Viaitose Bureau Dear Joe: Enclosed is recommended language for the CONFLICTS O1:' INTEREST section of the Chapel Hill/Orange County Visitors Bureau bylaws. This language tracks verbatim the method used to excuse County Commissioners from voting on matters coming before the Board of County Commissioners. A copy of the source of that method, N.C. Gen. Stat. § 153A-44, is enclosed. Very truly yours, GLSDHILL & HARGRAVB, P.C. f rey ~ . Gl edh~l 1 GEG/lsg Enclosures xG: Rod VisSer mydocumenla/blakc.l~r: Aug-11-99 03:46P Coleman Gledhill Hargrave 919 732 7997 13 ARTICLE VII CONFLICTS OF INTEREST Section 1. Conflicts of Interest: ~€ a mert~e~ et is $~~eatr--ge-~e e3~~e~-~} mew I € e ~' h e ~~ a k~-a1~ #a•*~:g--a e~e~r€~~e~ e€ fi~~e~ee~, ®e ~€ a a-cep-~e~-e€ rr~~e~e~~~~e-~e~~~~e~Q a-ttr~e~~ee the nate~e ®€ ~~e eery€l~et-tee the w#e~~te~' e} 330c t~ez--belie~*~Ghe~e }tea ea~rf~~.e~-The Bureau may excuse a member from voting. but only upon avestions involving the member's financial interest _or the member's official conduct If a member is ~ete~~~e~ to ~abFe a ee~3€1 ie~~-~~~~ '-~ excused from voting the member ahal„~ take no part in deliberation on the rniestion before the Bureau. Aug-11-99 03:46P Coleman Gledhill Harclravc 919 732 7997 §153A-44 ART. 4_ FORM OF GOVERNMENT §153A-45 § 153A-44. Members excused from voting. The board may excuse a member from voting, but only upon questions involving his own financial interest or his< official con- duct. (For purposes of this section, the question of the compensation and allowances of members of the board does not involve a mem- ber's own financial' interest or oificial conduct.) (Code; s'. 706; Rev., s. 1317; C.S.; s. 1296; 1945, c. 132; 1951, c. 904, s: 1; 1961, c. 154; 1967, c. 617, s. 1; 1969, c. 349, s. 1; c. 1036; 1973, c.. 822, s..1.) OPIIYIONS OF ATTORNEY GENERAL 1 J A :~ DisqualiAcation. -Any situation in whicIa a county commissioner has apar- sonai economic interest would disqualify that commissioner from voting. See opinion of Attorney General to C. Prea- Lon Cornelius, Senior Resident, Superior Covet Jude, - N.C.A.G. - (November 8, 1990)- No Conflict of Interest Faand. - A county commissianer who is also drair- man of the county social services board can present the department of aoeia2 ser- vices budget" to the enunty commis sionees sad thereafter participate and vote ae a member of the rnunty commis• aionera regarding the approval or disap- proval of that budget, sa the budget for the dap^++~+^nt of social services would not ordinarily involve an economie con- flict of interest See opinion of Attorney Genera] to C. Preston Cornelius, 3eniar Resident, Superior Court Judge, - N.CA.G. - (November 8, 1990)_ Ths chairman of the county BOCIaI ser- vices board, who is also a county com- aeisaioner, can participate in discussion9 and rate at rnunty commission meetings in matters pertaining to personnel and the operation of the county department of social services. it is apparent that the legislature contemplates county cora- miesioners serving an other boards and oommiasions as an extension of commis- sioner duties, and that such service will not ordinarily disqualify the trornenie- sionersfrom participating in discussions and voting at county commission meet- ings. See opinion of Attorney General to C. Preston Cornelius, Senlot Resident, Superior Court Judge, - N.C.A.G. - (November e, 1990). § 1b3A-45. Adoption of - ordinArices. To be adopted at the meeting at which it is first introduced, an ordinance or any action having the effect of an ordinance (except the budget ordinance, any bond order, or an other ordinance on which a public hearing muaL be held before the ordinance may be adopted) must receive the approval of all the members of the board of commissioners. If the ordinance is approved by a majority of those voting but not by all the members of the board, or if the ordinance is not voted on at that meeting, it shall be considered at the next regular meeting of the board. If it then or at any time thereafter within 100 days of its introduction receives a majority of the votes cast, a quorum being present, the ordinance is adopted. (1963, c. 1060, ss. 1, 11/2; 1965, cc. 388, 567, 1083; 1158; 1967, c. 495, s. 2; 1969, c. 3fi, s. 1; 1971, c. 702, ss. 1.3; 1973, c. 822, s. 1.) CAGE NOTES For discussion of the distinction. between an ordinance and a resolve nosy see Pittman v. Wilson County, 839 F.2d 22b (4th Cir. 18&3). Personnel Rules. - Absent evedence that "personnel resolution" containing "rules and regulationg" for the dismissal of county employees, incorporatwd in an employee handbook, was passod with the formality required for the enactment of an ordinance, the court would ewn- dude that it wsa not an ordinance- Pitt- 29 14 r 'l>;. c.. ~ ~.ic~ ,~..: xv~•... :1:: Y., .R ~`.`~ K - a_ ,, .. , .w..r i. Y! .~eQr• :L•~. ~• x`~ ': ~~ . r-- ~:w:• -- ~'~ ;: :.4~';~' Y-~ti. . ._~ ' -.'.~•.