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Home My WebLink AboutChapel Hill/Orange County Visitors Bureau Revised Bylaws 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No. ACTION AGENDA ITEM ABSTRACT Meeting Date: June 1, 1999 SUBJECT: Chapel Hill/Orange County Visitors Bureau Revised By-Laws DEPARTMENT: Visitors Bureau PUBLIC HEARING: (Y/N) - ATTACHMENT(S): INFORMATION CONTACT: Proposed revised By-Laws document 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 Board in February 1999 for review. The Board reviewed the revised document at its April 21St board meeting. The group voted unanimously to recommend that the Board of Commissions adopt the revised By-laws. FINANCIAL IMPACT: No financial impact is attributable to adopting the document. RECOMMENDATON(S): The Manager recommends that the Board adopt the revised By-Laws. CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU 2 BY-LAWS Article I Structure/Office Section I - Structure DRAFT for Board of Section 2-Name Commissioners Consideration Section 3 -Office Article H Basic Policies Section I -Basic Policy Section 2 -Annual Report Article III Officers and Board Members Section I -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 seetieft 8 T+easwff Section 8 Seetien 9- Recording Secretary Section 9 Seelien 10-Election of Officers Section 10 Seefien 11 -Resignations Section 11 Seetien 12-Removal of Members Article IV Meetings Section I -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 I -Marketing Committee Section 2-Biadge4 aft4F-inapee Nominating Committee Article VI Finances Section I -General Policies and Procedures Seefiei*2-- it Section 2 Seetieft 9 -Monthly Reports Section 3 Seetion 4-Fiscal Year 3 Article VII onflicts of Interest Section I -Conflicts of Interest Article VIII Personnel Section I -Director Section 2-Other Personnel AMele LX Assets and rifts See iei3 2 Gifis 8@6tie., r n.gM OfINFIRMAir4AMieft Seetiee 2t 11i-sarH#!8e Article IX AF ioleM Amendments Section 1 -Amendments 2 4 4 CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU BY-LAWS ARTICLE I STRUCTURE/OFFICE Section 1. Structure: The herein-referenced organization shall be part of Orange County government,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 other Policies as established by the county. Section 2. Name: The name of this organization shall be the Chapel Hill/Orange County Visitors Bureau,hereafter referred to as 'Bureau." Section 3. Office: The office of the Bureau will be located at 106 NeAh Gelembis StFeO, Suite 600 501 West Franklin Street, Suite 104, Chapel Hill, or at such other place or places in Orange County as the Board may designate. ARTICLE I1 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. Tie-Fege1-skeli ih 3 J 7 S ARTICLE III OFFICERS AND BOARD MEMBERS Section 1. Bureau Board: The Board shall consist of in 12 members nominated by the following organizations,with the following Biel terms: Chapel Hill/Carrboro Chamber of Commerce-4- e 3 years Hillsborough Area Chamber of Commerce- 3 years Economic Development Commission-4-� 3 years (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-2 yecfs- 3 years University of North Carolina at Chapel Hill-2yeffs 3 years Orange County Metehq 4etel Lodging Association(representing a hotel, motel,extended stay property or bed and breakfast inn of 100 or more rooms)-2 yeefs Sears Chapel Hill Town Council-beefs 3 years 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 County Lodging Association(representing a hotel,motel extended stay property or bed and breakfast inn of less than 100 rooms)—3 years 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: > aeFpefMien, >and senventiefts,and fn",delegate to sueh eentm . The Board shall serve in an advisory capacity to Orange County government. The Board shall adopt an annual marketing_plan 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 County. 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 4 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 T 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, . Cha4peffieR&Fe Mt PFeWfft. He shall have general ehafge of the books and Feeerds and 0 th@ Sea!, if aft)', Ofthe gifFeaki. 140 Shall&ffi*SUGh 9081 te any laA"b,ejeee?ated inStmniefit ih see!. He shall sign sueh instmnients er-ether.deeentents as fnay require his signatuFs and er l pef Fm all duties i eid r to the CF ft d 1. etheF a- � general :c of the za:m:via:az:a::o vx eizv aaevaa The z:oQsa:v: shall have inst eted by the BaFeau :ihe T..e........e..shall F fi •. all C 1 f fth n FREAEO 0 fid ti all F... ..1 ..Fr rth n . the n a a 11 submit feF Feview and appr-eaval by the Bureau a pr-spesed anatial budget. :PAP T*aPQwr-AF �o , Section 8 Seeder 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-geetion-44- Election of Officers: Officers will be elected annually at the first meetly June board meeting. The term of office shall be one year. Section 1^^ &..v a ivrri4-. Resignation: Any member of the Bureau may resign by filing a written resignation with the Chairperson of the Bureau. 5 Section 11 S- -42. Removal of Members: lH the SVOfit thEA° "O°-d FA -__'-°--h-A-l' 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 meetings of 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. e€the said meeting 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$worm- Recording Secretary shall keep minutes of meetings. The minutes 6 8 r 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. The The committee shall advise the Director or his designee on the annual goals,obiectives and strategies the Bureau shall undertake in furtherance of its mission. The committee shall prepafe 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 eemmittee Bureau may, vete of the Bar-eau 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 he upcoming fiscal near. 7 J r 9 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. Seefien 2. Auditi The beek-s —A;;--d feeer-ds efthe Bur-esu shall be made available to the eetifity Fifieffee Section 2 Seetien 3.. Monthly Reports: The Dir-eetef Orange County Finance Department shall keep the accounts of the Bureau and render a monthly statement thereof to the Reel Bureau. Section 3 Section- . Fiscal Year: The fiscal year for the Bureau shall begin July 1,and end June 30 of the subsequent calendar year. ARTICLE VII S:AO�PAAPS OF ONFLICTS OF INTEREST Section 1. Conflicts of Interest: If a member of the Bureau perceives himself or herself as having a conflict of interest,or if a member perceives any other member as having a conflict of interest,the member should announce the nature of the conflict to the Board,at which time the Board will vote on whether or not they believe there is a conflict.If a member is determined to have a conflict,he or she will take no part in deliberation on that question. ARTICLE VIII PERSONNEL Section 1. Director: The Director shall be the principal paid staff of the Bureau-and-be-employe . 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 correspondence of the Bureau and give notice of meetings of the Bureau. The Director is a County employee subject to the policies outlined in the Orange County Personnel Ordinance, including the Orange County Pay Plan. and as sash. A.411 rveeive fF 8 10 apigiieeble to eeumy eFavleyees. The Getm%,MaftaeeF or-his desienee . . to the Pir-eeter-and f3eF&Fm aft annual r-eyiew of his i2eF&Ffflaftee. 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. EmRlovees of the Bureau are county employees subject to the policies outlined in the Orange County Personnel Ordinance,and as such,will receive fringe benefits applicable to all county emRlovees.The Bureau Director or his designee will provide sul2ervision to all Bureau employees and perform an annual review of their performance. AR44GLE l-X- ASSETS AAqD GEFTS Seeflon 1. Dediestion of Aasetsi The pr-epei4ies and assets of the Bureau Mr-A imvee-sibly dedieeted to ehaf"@ and edtioational pt*Fpeses. NO POA ef the Bet eafflifigS, pr-OpeAieS,OF assets ef:010 BuFeaa,aft disselatien @F ethem,ise, shall inor-e te the benefit ef any private pefsen OF individeei,ef any member-,dir-eeter-, er-effieer.ef tha Almagm. Qn,liquidatien er-dissewien, A pr-epenies and assets and ebligeAieas shall be dis4ibated&ad paid ever.le ea er-ganiemi dedieeted te similef ehefitable efid edoemiena4 purposes whieh hes estAblished its ta* Wkef"Pt St—Afus undar. -R—Aveniae Gede Seetien 901 (a)(3)7 SeetionI Giftsi The B@ftFdfRaY&@00Pt8R 780118WOC*0 gtffeft MFY 80HtFibutieft,gift,bequest, er. devise for-any poFpese Afthp Roir-AA-4. APAW-16E X R4DEA4KMGAT40N Seetion 1. Right of indemnifleation. Te the fullest eii4efA pefmitted by law,the gtweau shall indemnifly its direetem, effisefs,empleyees, aftd agents, ineluding peFseas fefffiefb' . -wiy sush pesitien,and the heim,e*eoute-F-s —And--Admi;Risomefs ef stteh pefse"S, against oil e*penses(inelvding aaeFneys! fees and disbefsements),judgements, fines, SORIMWAS,&Rd ethOF affi@kMtS aetually end masefiabb,inauffed by theffi ift eeftffeeti8ft'A afty aoien,soit, et-pfeeeeding, ineleding&H 06fieft by OF iff the Figm Of the B'dFOEM,b-Y ftffieff ef die feet 4hat the per-son is or was a difeeter.,effiaer-, empleyee er.agent ef the BUMQU. gueb r-igm Of indef"Rifiestien Shall"et ba dRAMAd SIOCAlusive ef",ether-Fights to A'A"hin-h-591-18-h-POFSeff May be efififled te ftPaA&OfR this Seeti8ft 1,2AAiele X. To the&Aost ement pefmined by I&w and exeept as other-wise deteffflined by the Re8fd i speeifie instmee,wipeases ineaffed by a per-sen seeking inderAffifieetien io defending say aetien, sitit, or-pmeseding shall be advEmeed by;he Bureau befer-e fi"al dispesitieft ef*0 pr-eseeding open meeipt by the 9tweae ef an tmdeF"ing by or-on behalf ef that pefsen to r-epay seeh ameefft unless it is ukifnately deteFmified theA the pefsen is entitled te be iademftified by the Bef000 fef these expenses. 9 A 11 agents, against any liability assef4ed against er-inea"ed by sueh per-sons in saah eapaeity ef afising 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 of three-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. and-pr-evided The by-laws may be amended upon recommendation by the Bureau Board to the Orange Count Board of Commissioners,who have the final approval to adopt the new by-laws. AT..yeffibe. 19, 1992 Adopted by the Orange County Board of Commissioners June 1, 1999 10 S y I