BYLAWS OF ROCKINGHAM DOWNTOWN CORPORATION
Adopted June 20, 2017
ARTICLE I
NAME
The name of this corporation shall be ROCKINGHAM DOWNTOWN CORPORATION.
ARTICLE II
NONPROFIT CORPORATION
The name of this corporation is a nonprofit corporation as defined in Chapter 55A of the General Statutes of North Carolina.
ARTICLE III
PURPOSES
1. The purposes for which the Corporation is formed are:
The corporation is organized to operate exclusively for charitable and educational purposes within the meaning of Section 503 (c) (3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal law). And more specifically:
a. To promote the historic preservation, protection and use of Rockingham’s traditional downtown area, including the area’s commercial, civic and religious enterprises and residences;
b. To take remedial actions to eliminate the physical, economic and social deterioration of Rockingham’s traditional downtown area and thereby promote Rockingham’s historic preservation, contribute to its community betterment while lessening the burden of expense to the City of Rockingham
c. To disseminate information of and promote interest in the preservation, history, culture, architecture and public use of Rockingham’s traditional downtown area;
d. To hold meetings, seminars and other activities for the instruction of members and the public in those activities such as building rehabilitation and design, economic restructuring and planning management that foster the preservation of Rockingham’s traditional downtown area and enhance the understanding and appreciation of its history, culture and architecture;
e. To aid, work with and participate in the activities of other organizations, individuals, and public and private entities engaged in similar purposes located within and outside the Rockingham Downtown District;
f. To solicit and receive and administer funds for educational and charitable purposes and to that end to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with another person or corporation, any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount of value; to sell, convey or otherwise dispose of any such property and to invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the corporation’s directors, will best promote the purposes of the corporation without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the bylaws of the corporation, or any laws applicable thereto.
2. In addition, in furtherance but not in limitation thereof:
The corporation shall not engage in the carrying on of any propaganda or attempt to influence legislation. The corporation shall not engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under section 501 (c) (3) of the Code. The corporation shall not in any manner or to any extent participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. in the event of dissolution or liquidation of the corporation, any assets then remaining shall be distributed to the City of Rockingham, for promotion of historic preservation of the downtown area.
No part of the net earnings of the corporation shall inure to the benefit of any member of the corporation or any private individuals except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered herein. None of the property of the corporation shall be distributed directly or indirectly to any member of the corporation except in fulfillment of its charitable and educational purposes enumerated herein.
The corporation also has such powers as are now or may herein be granted under the laws of North Carolina that are in furtherance of the corporation’s except purposes within the meaning of the Section 501 (c) 3 of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax codes.
ARTICLE IV
DURATION
The period during which this corporation is to continue as a corporation is perpetual.
ARTICLE V
ADDRESS
The area to be served by this corporation shall be the Rockingham downtown area, Rockingham, North Carolina.
ARTICLE VI
1. There shall be only one class of members. Individuals and firms of good standing, regardless of place of residence, interested in the purposes of Rockingham Downtown Corporation, shall be eligible to membership, subject to payment of dues determined appropriate by the Board of Directors of the Corporation.
2. All meetings shall be open to the public. In the case of a vote being held, those present are eligible to vote except in the case whereby the President calls for a vote by members only. In that event, ballots shall be distributed to members unless the President calls for a show of hands by members.
ARCTICLE VII
BOARD OF DIRECTORS
1. General Powers: The affairs of this corporation shall be managed by the Board of Directors or by such committees as the Board may establish pursuant to these by-laws and the General Statues of North Carolina.
2. Number of Officers: There shall be four officers elected by the General Membership. There shall also be the immediate past president. These five shall constitute the Board of Directors.
3. Local elected officials are not eligible to hold an office, however they may join as members if they meet the criteria of Article VI
4. Election and Term of Officer: Each Officer shall be elected by the General Membership for two year terms and hold office until the annual meeting of the Board of Directors and Membership when their term expires. The number of recurring terms can be determined by the Nominating Committee.
5. Removal: Faithful attendance at the meetings of the Corporation is considered a prerequisite for the maintenance of membership. An Officer can be removed from office in the event he/she misses more than three consecutive meetings without a reasonable excuse, or if an Officer fails to attend at least 60% of the total meetings of the board on an annual basis. Officers may also be removed from office, with cause, by a vote of a majority of the Officers. Any Officer proposed for removal shall be entitled to at least three (3) days written notice of the reasons for said proposed removal and of the meeting at which such removal is to be voted upon. He shall be entitled to appear before and be heard at such meeting. If any Officers are so removed, new Officers may be appointed for the unexpired term.
6. Vacancies: Any vacancy among the Officers shall be filled for the unexpired portion of the term by the remaining Officers by a majority vote. Any Officer so elected shall hold office until the next annual meeting of the Membership and until the election of his successor.
7. Resignations: Any appointed Officer may resign at any time by giving written notice of such resignation and the effective date to the Officers. The acceptance of any such resignation shall not be necessary to make it effective.
8. Annual Meeting: The annual meeting of Rockingham Downtown Corporation shall be held in January of each year for the purpose of the election of Officers and the transaction of other business.
9. Compensation: The Membership may not compensate Officers for their services as such, but may pay any actual expenses incurred by an Officer in attending to business for the Corporation. Projected expenses shall be approved by two officers of the Corporation as specified in Article IX, 3.
10. Regular Meetings: Regular meetings of the Officers and Membership shall be held monthly or as frequent as the Officers may determine.
11. Special Meetings: Special meetings of the Officers may be called by the President or by any other two Officers acting jointly.
12. Notice of Meetings: Notice of the time and place of special meetings shall be provided to the Officers in writing at least forty-eight hours prior to the meeting. The Officers, by unanimous vote, may waive the time, place, and purpose of any such notices.
13. President: At all meetings of the Membership, the President, or in his absence, Vice President shall preside.
14. Quorum: The Officers and Membership present at a properly called meeting shall constitute a quorum for the transaction of business.
15. Other Matters: The vote of a majority of the Officers shall be required to adopt, amend or repeal a bylaw, or to adopt a resolution dissolving the corporation.
16. Contracts and Services: Within the limits of appropriated and available funds, the Membership may hire or authorize the hiring and shall fix the compensation of any personnel necessary to its operations. The Officers may negotiate contracts for capital expenditures or contracts with consultants.
17 .President: The President shall be the principal executive officer of the corporation, and, subject to the instructions of Officers, shall have general charge of the business affairs, and property of the corporation. He shall preside over all meetings of the Board of Directors at which he may be present. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed.
18. Vice President: At the request of the President, or in his absence or disability, the Vice President shall perform all the duties of the President, and, when so acting, shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such authority as, from time to time, may be assigned to him by the Membership.
19. Secretary: The Secretary shall keep the minutes of the meetings of the Membership, and shall see that all notices are duly given in accordance with the provision of these bylaws or as required by law. He shall be custodian of the records, books reports, statements, and other documents of the corporation and of the seal of the corporation, and see that the seal is affixed to all documents requiring such seal. In general, he shall perform all duties and possess all authority incident to he office of Secretary, and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Officers.
20.Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He shall receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Officers from time to time in accordance with the provision of these bylaws; and in general perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the Officers.
ARTICLE VIII
COMMITTEES
1. Appointment and Term: The Officers, by resolution adopted by a majority of the number of Members present at a meeting, may designate one or more committees to perform such duties as set forth by the Officers in said resolution.
2. Removal or Discharge: Any committee may be dissolved, or any member thereof may be removed, by action of the majority of the officers present at a meeting.
3. Committee Meetings: The Chairman of the committee will call committee meetings as necessary or appropriate and will report on committee proceedings at each regular meeting of the Officers.
4. Committees are not allowed to commit Rockingham Downtown Corporation funds without prior approval of the Board of Directors. However, funds set aside by the Treasurer, with approval of the Board of Directors, for a designated committee’s use may be expended without the Board of Director’s approval.
5. Committee chairpersons must be a member of Rockingham Downtown Corporation, however non-members may serve on the committee.
ARTICLE IX
CONTRACTS, LOANS, AND DEPOSITS
1. Contracts: The Officers except as in these bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Officers, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit or render it liable peculiarly for any purpose for to any amount.
2. Loans: No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Officers. Such authority may be general or confined to specific instances.
3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be co-signed by at least two of the Officers.
4. Deposits: All funds of the Corporation not otherwise employed shall be deposited form time to time to the credit of the Corporation in such depositories as the Officers shall direct.
5. Acceptance of Gifts: The Officers or any officer or officers or agent or agents of the Corporation to whom such authority may be delegated by the Officers, may accept on behalf of the Corporation or any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.
6. Audits: The records and books of account may be subject to an annual audit by a certified public accountant in accordance with generally accepted auditing standards and procedures. Within thirty (30) days after the completion of the audit, the President shall transmit a copy to any public body in the State of North Carolina from which any contributions, grants, or donations have been received during the fiscal years to which such audit applies.
7. Bonds: At the direction of the Officers, any Officer or employee of the corporation shall be bonded. The expenses of furnishing any such bond shall be paid by the Corporation.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall be January 1-December 31.
ARTICLE XI
CONFLICTS OF INTERST
1. A conflict of interest may exist when the interest or concern of any Officer, staff employee, or said person’s immediate family or any part, group, or organization to which that person has allegiance, may be seen as competing with the interests or concerns of the Rockingham Downtown Corporation.
2. Disclosure: Any possible conflict of interest shall be disclosed to the Officers.
3. Board Action: When a conflict of interest is relevant to a matter requiring action by the Officers, the interested person shall call it to the attention of the Officers and said Officer shall not vote on the matter. In addition, the Officer shall not participate in the final deliberation or decision regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by a vote of the Officers, excluding the person concerning whose situation caused the doubt to arise.
4. Record of Conflict: The official minutes of the Officers shall reflect that the conflict of interest was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
ARTICLE XII
SEAL
The seal of this corporation shall be circular in form and shall bear the name of the corporation and the words “North Carolina”.
AMENDMENTS
1. Except as otherwise provided herein, these bylaws may be amended or repealed or new bylaws may be adopted by the affirmative vote of the majority of the Membership at any regular or special meeting of Corporation.
2. Any amendments, alterations, changes, additions or deletions from these bylaws, made by the Officers, shall be consistent with the laws of this state which define, limit, or regulate the powers of this Corporation or the Officers of this Corporation.