BYLAWS OF THE WATER STREET DISTRICT BUSINESS ASSOCIATION

Article I

NAME AND FISCAL YEAR

1.1       The name of the organization shall be the Water Street District Business Association and is a Nevada nonprofit corporation approved by the Internal Revenue Service to operate as a 501(c)(3) tax exempt organization (hereinafter called “WSDBA”) and shall apply with the Internal Revenue Service to operate as a 501(c)(6) tax exempt organization.

1.2       The Fiscal Year for WSDBA shall be the calendar year.

Article II

PURPOSE AND OFFICE

2.1       WSDBA is a nonprofit corporation organized pursuant to Chapter 82 of the Nevada Revised Statutes.  WSDBA shall have such purposes as are now or may hereafter be set forth in its Articles of Incorporation.  More specifically, WSDBA was formed to promote the improvement of business conditions for multiple lines of businesses located within the Water Street Business District in Henderson, Nevada.  Further, WSDBA’s purpose is to promote common business interests and not to engage in regular business of a kind ordinarily carried on for profit or perform particular services for individual persons.

2.2       No part of the net earnings of WSDBA shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that WSDBA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth its Articles of Incorporation.

2.3       The Principal office of WSDBA for the transaction of its business is located in Clark County, Nevada. WSDBA shall have and continuously maintain in the State of Nevada a registered office and a registered agent and may other offices within or without the State of Nevada as the Board of Directors (the “Board”) may from time to time determine.

Article III

MEMBERSHIP

3.1       Membership in WSDBA shall consist of two classes of members (a “Member” or “Members”).

(1)        A class of “Voting Members” shall include all dues paying business owners within the Water Street Business District.

(2)        A class of “Nonvoting Members” shall include all property owners and business owners within the Water Street Business District that are not dues paying members who consent to membership pursuant to NRS 82.231(2).

3.2       To consent to membership, a Member must submit written registration that includes the Member’s name, telephone number, and email address along with proof of ownership of business or real property within the Water Street Business District.

3.3       Only Voting Members are eligible to vote.  Should a business owner shut down, sell, or otherwise move its business outside the Water Street Business District, or property owner sell its property, they are no longer considered Members in the WSDBA.

3.4       The Secretary for the WSDBA shall be responsible for verifying whether a Member is a Voting or Nonvoting Member.  Should a Member believe they were incorrectly classified as a Nonvoting Member, the Member should submit proof they meet the criteria of a Voting Member and request reconsideration to any WSDBA Officer.  The Officer receiving such request shall forward the information to the remainder of the Board for consideration.  The Board shall be required to make a determination on any such request within ten (10) business days of the first Officer receiving the request.

3.5       Each holder of a membership of the WSDBA shall be entitled to a certificate signed by the President or a Vice-President and the Secretary or an Assistant Secretary, or some other authentication, certifying  membership in the WSDBA.

3.6       Membership in the WSDBA is not transferable or assignable.

Article IV

MEETINGS

4.1       There shall be a minimum of one (1) regular meeting of the general membership of the WSDBA each month.

4.2       The WSDBA shall hold an Annual Meeting each year in March at such day, hour, and place as may be designated by the Board at which time the election of Board Members for the next year shall take place.

4.3       A special meeting of the general membership may be called by the Board or 50% of the Voting Members with ten (10) days written notice to the membership delivered via email to the email addresses contained in the Member Ledger maintained by the Secretary.

4.4       The Executive Board shall meet monthly, which meeting shall be held at a different time as the general membership meeting.

4.5       The rules contained in Robert’s Rules of Order Newly Revised shall govern the WSDBA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and the Articles of Incorporation.

Article V

EXECUTIVE BOARD

5.1       Powers of Executive Board

(1)        General Corporate Powers

Subject to the provisions and limitations of the Nevada nonprofit corporation laws, and any other applicable laws, the WSDBA’ activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Executive Board (the “Board”), except that certain matters must be submitted to and receive the approval of the Board and must also be submitted to the Members, and receive the approval of two-thirds (2/3) of the Voting Members. The following are the matters which must receive the approval of both the Board and two-thirds (2/3) of the Members :

  1. The amendment or restatement of the Article of Incorporation or these Bylaws;
  2. The merger, consolidation or dissolution of the WSDBA; or
  3. Such other matters as may be required by law to be submitted to the Members.

(2)        Specific Powers

Without prejudice to the general powers set forth in Subsection 5.1 of these bylaws, but subject to the same limitations, the Board shall have the following powers in addition to other powers enumerated in these bylaws:

  1. To select and remove at the pleasure of the Board all officers, agents, and employees; to prescribe powers and duties for them as may be consistent with law, the articles of incorporation, and these bylaws; to fix their compensation; and to require from them security for faithful service;
  2. To change the principal office or the principal business office from one location to another; to cause the WSDBA to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside Nevada; and to designate any place within or outside Nevada for holding any meeting of members;
  3. To conduct, manage, and control the temporal affairs and activities of the WSDBA and make such rules and regulations for this purpose, consistent with law, the articles of incorporation, and these bylaws, as they may deem best;
  4. To adopt and use a corporate seal, and alter the form of seal;
  5. To borrow money and incur indebtedness on behalf of the WSDBA, and cause to be executed and delivered for the WSDBA’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; and
  6. To exercise all other powers conferred by the Nevada nonprofit corporation laws, or other applicable laws, consistent with the articles of incorporation.

5.2       All Board members shall serve as volunteers and receive no compensation for their service on the Board except reimbursement of approved WSDBA expenses.

5.3       The Board shall have no less than seven (7) and no more than fifteen (15) Members.  The election of members to the Board shall be staggered.  Approximately one-third (1/3) of the Board Members of the WSDBA shall be elected to the office at the annual meeting of the Members each year, and shall serve for the term of three (3) years.  Such term of office shall commence upon election and appointment and shall continue until respective successors shall have been elected and appointed.

5.4       The members of the Board may, from time to time, with the consent of a majority of the Board Members, appoint one or more additional persons as ex officio members of the Board.  Ex Officio members of the Board shall be entitled to all of the rights and privileges of Board Members, but shall not vote nor shall they be counted in determining the existence of a quorum.

5.5       Board Meetings:

(1)        Place of Meetings:

Regular or special meetings of the Board may be held at any place within or outside Nevada that the Board may designate by resolution or in the notice of the meeting.  Notwithstanding the above provisions of this Section, a regular or special meeting of the Board may be held at any place consented to in writing by all Board Members, either before or after the meeting.  If such consents are given, they shall be filed with the minutes of the meeting.

(2)        Meetings by Telephone:

Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Board Members participating in the meeting can hear one another.  All such Board Members shall be deemed to be present in person at such a meeting.

(3)        Regular Meetings:

Regular meetings of the Board shall be held monthly without call or notice at such time and place as the Board shall fix from time to time.

(4)        Special Meetings:

  1. Authority to Call:

Special meetings of the Board for any purpose may be called at any time by the Chairman, if any, the President or any Vice President, the Secretary, or any two Board Members.

  1. Notice:

(i)         Manner of Giving Notice:

Notice of the time and place of special meetings shall be given to each Board Member by one of the following methods:  (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the Board Member or to a person at the Board Member’s office or residence who would reasonably be expected to communicate that notice promptly to the Board Member; or (d) by email or other electronic form of communication such as facsimile.  All such notices shall be given or sent to the Board Member’s address, email, telephone, or facsimile number as shown on the records of the WSDBA.

(ii)        Time Requirements:

Notices of special meetings of the Board sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting.  Notices given by personal delivery, telephone, or email/facsimile shall be delivered, telephoned, or sent at least 48 hours before the time set for the meeting.

(iii)       Notice Contents:

The notice of a special meeting of the Board shall state the time of the meeting, and the place if the place is other than the Band Room at Foothill High School.  It need not specify the purpose of the meeting.

(5)        Quorum:

A majority of the authorized number of then serving Board Members shall constitute a quorum for the transaction of business, except to adjourn.  Every action taken or decision made by a majority of the Board Members present at a duly held meeting at which a quorum is present shall be the act of the Board, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Board Member has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of Board Members.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Board Members, if any action taken or decision made is approved by at least a majority of the remaining Board Members.

(6)        Waiver of Notice:

Notice of a meeting need not be given to any Board Member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.  Notice of a meeting need not be given to any Board Member who attends the meeting and does not protest, before or at the beginning of the meeting, the lack of notice to him or her.

(7)        Adjournment:

A majority of the Board Members present, whether or not a quorum is present, may adjourn any meeting to another time and place.

(8)        Notice of Adjourned Meeting:

Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours.  If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Board Members who were not present at the time of the adjournment.

5.6       Action Without a Meeting:

Any action that the Board is required or permitted to take may be taken without a meeting, if all members of the Board, individually or collectively, consent to that action; provided, however, that the consent of any Board Member who has a material financial interest in a transaction to which the WSDBA is a party and who is an “Interested Person” shall not be required for approval of that transaction.  Such action by written consent shall have the same force and effect as the unanimous vote of the Board.  All such consents shall be filed with the minutes of the proceedings of the Board.

5.7       The Board shall act for the WSDBA as necessary between general meetings, set general meeting time and place, and make recommendations to the general membership.  No actions taken shall conflict with the actions taken by the general membership in regular or special general meetings.

5.8       The Board shall manage all affairs of WSDBA and exercise all of its corporate powers and shall have authority to delegate any such authority.  No part of the WSDBA’ property, real or personal, or any portion of the income therefrom shall inure to the benefit of any of the members of the Board.  No member of the Board shall be entitled to share in the distribution of any of the corporate assets of WSDBA upon its dissolution.

5.9       Vacancies on Board:

(1)        Events Causing Vacancy:

A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any Board Member; (b) the declaration by Board resolution of a vacancy of the office of a Board Member who has been declared of unsound mind by an order of court or convicted of a felony, or found by final order or judgment of any court to have breached a duty owed to the corporation; (d) removal of a Board Member for fraudulent acts; (e) the addition of Board Members, or (f) removal of an Board Member with or without cause.

(2)        Resignations:

Except as provided below, any Board Member may resign by giving written notice to the President or the Secretary.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Board Member’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.  Except upon effective dissolution, no Board Member may resign if the WSDBA would then be left without a duly elected Board Member(s).

(3)        Filling Vacancies:

Vacancies on the Board may be filled by a majority of the Board Members then in office, whether or not less than a quorum, or by a sole remaining Board Member.

(4)        No Vacancy on Reduction of Number of Board Members:

No reduction of the authorized number of Board Members shall have the effect of removing any Board Member before that Board Member’s term of office expires.  Any Board Member may voluntarily resign for any reason.

5.10     A Board Member may be impeached or removed for failure to attend multiple meetings in a row or to reasonably fulfill his or her obligations as a member of said Board.  A vote to remove or impeach a Board Member requires:  1) at least two weeks notice that such a vote will take place at either the next regularly scheduled general meeting or special meeting of the general membership, and 2) a two-thirds (⅔) majority vote to remove or impeach the Board Member by the attending Voting Members at such meeting of the general membership.

5.10     Any Board position vacated by resignation, impeachment, or removal shall be filled by Board action as soon as practical, but before the next regularly scheduled Board meeting, for the balance of the remaining term.

5.11     Committees

(1)        Committees of the Board

The Board, by resolution adopted by a majority of the Board Members then in office, provided a quorum is present, may create one or more committees, each consisting of at least two or more Board Members,

to serve at the pleasure of the Board.  Appointments to committees of the Board shall be by majority vote of the authorized number of Board Members.  The Board may appoint one or more Board Members as alternate members of any such committee, who may replace any absent member at any meeting.  Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

  1. Fill vacancies on the Board or on any committee that has the authority of the Board;
  2. Fix compensation of the Board Members for serving on the Board or on any committee;
  3. Amend or repeal bylaws or adopt new bylaws;
  4. Amend or repeal any Board resolution that by its express terms is not so amendable or repealable;
  5. Create any other committees of the Board or appoint members of committees of the Board; or
  6. Approve any contract or transaction to which the WSDBA is a party and in which one or more of its Board Members has a material financial interest.

(2)        Meetings and Action of Committees

Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

(3)        Compensation and Reimbursement of Committee Members

Committee Members shall receive no compensation for their services, but may receive reimbursement for expenses related to attending meetings.

Article VI

OFFICERS AND THEIR ELECTIONS

6.1       Officers of the WSDBA

The Officers of the WSDBA shall be a president, a secretary, and a treasurer. The WSDBA may also have, at the Board’s discretion, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with these bylaws.  Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as either the president or the chairman of the Board.

6.2       Election of Officers

The Officers of the WSDBA shall be chosen by the Board and each shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under any contract of employment.

6.3       Other Officers

The Board may appoint and may authorize the chairman of the Board, the president, or other Officer to appoint any other Officers that the business of the WSDBA may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined by the Board.

 

6.4       Removal of Officers

Without prejudice to any rights of an Officer under any contract of employment, any Officer may be removed, with or without cause, by the Board and also, if the Officer was not chosen by the Board, by an Officer on whom the Board has conferred that power of removal.

6.5       Resignation of Officers

Any Officer may resign at any time by giving written notice to the WSDBA. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the WSDBA under any contract to which the Officer is a party.

6.6       Vacancies in Offices

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur.

6.7       Responsibilities of Officers

(1)        Chairman of the Board

If the chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as may be assigned by the Board or prescribed by the bylaws. If there is no president, the chairman of the Board shall also be the chief executive officer and shall have the powers and duties prescribed by these bylaws for the president of the WSDBA.

(2)        President

Subject to such supervisory powers as the Board may give to the chairman of the Board, if any, the president shall, subject to the control of the Board, be the general manager of the WSDBA and shall supervise, direct, and control the WSDBA’s activities, affairs, and Officers. In the absence of the chairman of the Board, or if there is none, the president shall preside at all Board meetings. The president shall have such other powers and duties as the Board or the bylaws may prescribe.

(3)        Vice Presidents

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.

(4)        Secretary

  1. Book of Minutes

The secretary shall keep or cause to be kept, at the WSDBA’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and of committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was general or special and, if special, how authorized, the notice given, and the names of those present at Board and committee meetings. The secretary shall keep or cause to be kept, at the principal office, a copy of the articles of incorporation and bylaws, as amended to date.

  1. Notices, Seal, and Other Duties

The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by the bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.

(5)        Treasurer

  1. Books of Account

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the WSDBA’s properties and transactions. The treasurer shall send or cause to be sent to Board Members such financial statements and reports as are required to be given by law, by these bylaws, or by the Board. The books of account shall be open to inspection by any Board Member at all reasonable times.

  1. Deposit and Disbursement of Money and Valuables

The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the WSDBA with such depositories as the Board may designate, shall disburse the WSDBA’s funds as the Board may order, shall render to the president, chairman of the Board, if any, and Board Members, when requested, an account of all transactions as treasurer and of the financial condition of the WSDBA, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.

  1. Bond

If required by the Board, the treasurer shall give the WSDBA a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the WSDBA of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement, or removal from office.

6.8       Compensation and Reimbursement of Officers

Officers shall receive no compensation for their services as Officers, but may receive reimbursement for expenses, including expenses incurred in attending meetings.

Article VII

INDEMNIFICATION OF OFFICERS, BOARD MEMBERS,
EMPLOYEES AND AGENTS; INSURANCE

7.1       The WSDBA shall indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action, suite or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the WSDBA, by reason of the fact that he is or was a Board Member, Officer, employee or agent of the WSDBA, or is or was serving at the request of the WSDBA as a Board Member, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the WSDBA, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the WSDBA, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

7.2       The WSDBA shall indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the WSDBA to procure a judgment in its favor by reason of the fact that he is or was a Board Member, Officer, employee or agent of the WSDBA, or is or was serving at the request of the WSDBA as a Board Member, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the WSDBA, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconducted in the performance of his duty to the WSDBA unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

7.3       To the extent that a Board Member, Officer, employee or agent of the WSDBA has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified by the WSDBA against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with such defense.

7.4       Any indemnification under section 1 and 2, unless by a court, shall be made by the WSDBA only as authorized in the specific case upon a determination that indemnification of the Board Member, Officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 1 and 2.  Such determination shall be made:

  • (a)By the Voting Members;
  • (b), suit or proceeding;

By the Board by majority vote of a quorum consisting of Board Members who were not parties to such act

  • (c) If such a quorum of disinterested Board Members so orders, by independent legal counsel in a written opinion; or
  • (d) If such a quorum of disinterested Board Members cannot be obtained, by independent legal counsel in a written opinion.

7.5       Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the WSDBA in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Board Members, Officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the WSDBA as authorized in this section.

7.6       The indemnification provided by this section:

(1)        Does not exclude any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested Board Members or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

 

(2)        Shall continue as to a person who has ceased to be a Board Member, Officer, employee or agent and shall insure to the benefit of the heirs, executors and administrators of such person.

 

7.7       The WSDBA may purchase and maintain insurance on behalf of any person who is or was a Board Member, Officer, employee, or agent of the WSDBA, or is or was serving at the request of the WSDBA as a Board Member, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the WSDBA would have the power to indemnify him against such liability under the provisions of this section.

Article VIII

MISCELLANEOUS ITEMS

8.1       No loans shall be made by the WSDBA to is Officers or Board Members.  Board Members who vote for or assent to the making of a loan to an Officer or Board Members, and/or any Officer or Officers participating in the making of such loan, shall be jointly and severally liable to the WSDBA for the amount of such loan until the repayment thereof.

8.2       The Board may authorize the formation of such auxiliary organizations as would in the opinion of the Board assist in the fulfillment of the purpose of the WSDBA.

8.3       The Board may adopt, amend or repeal Rules (not inconsistent with these Bylaws) for the management of the internal affairs of the WSDBA and the governance of its Officers, agents, committees, and employees.

Article IX

BOOKS, RECORDS, AND REPORTS

9.1       Maintenance of Corporate Records

The WSDBA shall keep:

(1)        Adequate and correct books and records of account; and

(2)        Written minutes of the proceedings of its Board and Committees of the Board.

9.2       Maintenance and Inspection of Articles and Bylaws:

The WSDBA shall keep at its principal office the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the Board Members at all reasonable times during office hours. If the principal office of the WSDBA is outside Nevada and the WSDBA has no principal business office in this state, the secretary shall, on the written request of any Board Member, furnish to that Board Member a copy of the articles of incorporation and bylaws, as amended to date.

9.3       Inspection by Board Members:

Every Board Member shall have the absolute right at any reasonable time to inspect the WSDBA’s books, records, and documents of every kind and to inspect the physical properties of the WSDBA and each of its subsidiaries for a purpose reasonably related to the Board Member’s interests as a Board Member. The inspection may be made in person or by the Board Member’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

9.4       Annual Report

The Board shall cause an annual report to be sent to the Board Members within 120 days after the end of the fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

(1)        The assets and liabilities, including the trust funds, of the WSDBA as of the end of the fiscal year;

(2)        The principal changes in assets and liabilities, including trust funds;

(3)        The revenue or receipts of the WSDBA, both unrestricted and restricted to particular purposes;

(4)        The expenses or disbursements of the WSDBA for both general and restricted purposes; and

(5)        Any information required by Section 9.5 of these bylaws.

The annual report shall be accompanied by any report on it of independent accountants or, if here is no such report, by the certificate of an authorized Officer of the WSDBA that such statements were prepared without audit from the WSDBA’s books and records.

This requirement of an annual report shall not apply if the WSDBA receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Board Members.

9.5       Annual Statement of Certain Transactions and Indemnifications

As part of the annual report, or as a separate document if no annual report is issued, the WSDBA shall furnish to each Board Member a statement of any transaction or indemnification of the following kind within 120 days after the end of the WSDBA’s fiscal year:

(1)        Any transaction (i) in which the WSDBA, its parent, or its subsidiary was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either of the following:

  1. Any Board Member or Officer of the WSDBA, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
  2. Any holder of more than 10% of the voting power of the WSDBA, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the WSDBA, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need by stated.

(2)        Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Board Member of the WSDBA.

Article X

CONTRACTS

10.1     The Board, except as otherwise provided in these Bylaws, 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 WSDBA, and such authority may be general, or confined to a special instance; and unless so authorized by the Board, no Officer nor any agent or employee shall have any power or authority to bind the WSDBA by any contract or engagement or to pledge its credits or render it pecuniarily liable for any purpose or for any amount.

Article XI

INVESTMENTS

11.1     WSDBA shall have the right to retain all or any part of property or funds acquired by it, and to deposit, invest, and reinvest the same according to the judgment of the Board.  No action shall be taken by or on behalf of the WSDBA if such action is a prohibited transaction or would result in the denial of the tax exemption under any applicable section of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended.  In setting investment policy, the Board shall be mindful of the WSDBA’ purposes.

Article XII

CONFLICT OF INTERESTS

12.1     WSDBA shall follow the policies and procedures set forth in the Conflict of Interest Policy attached hereto as Exhibit “A” and as amended from time to time pursuant to these Bylaws.

Article XIII

DISSOLUTION

13.1     A resolution to dissolve passed by a majority vote of the Board may be presented at a meeting of the general membership provided that notice in writing be sent to each Member at least two weeks prior to such meeting.  A two-thirds (⅔) vote of Voting Members present shall be required to approve the resolution.

13.2     Upon dissolution of the WSDBA, the Board shall, after making provisions for the repayment of all liabilities of the WSDBA, distribute all assets for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIV

AMENDMENTS

14.1     These Bylaws may be amended by a two-thirds (⅔) vote of the Voting Members present at a properly noticed meeting provided that any amendment is first presented in writing at a regular meeting.  Such vote may be held at the regular meeting when the amendment is first presented, but the amendment must first be presented at the regular meeting before a vote can occur.  Members must be notified of a vote on an amendment at least two weeks prior to the date of the meeting in which the vote to amend is to be taken.

Article XV

REVIEW POLICY

15.1     These bylaws shall be reviewed every odd year to assure that they meet the needs of the WSDBA.

Article XVI

INTERPRETATION

All questions of interpretation of these Bylaws shall be decided by the Voting Members of the WSDBA on a majority vote and such decisions shall be final.

Revised June 2015

Adopted ______________, 2015

 

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PRESIDENT

 

 

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VICE- PRESIDENT

 

 

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SECRETARY

 

 

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TREASURER

 

 

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CHAIRMAN

EXHIBIT ``A``

CONFLICT OF INTEREST POLICY

ARTICLE I

PURPOSE

The purpose of the conflict of interest policy is to protect the interests of The Water Street Business District Association, a Nevada nonprofit corporation (the “Corporation”), when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or member of the Executive Board of the Corporation (the “Board”) or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

ARTICLE II

DEFINITIONS

SECTION 1.  Interested Person.  Any member of the Board, principal officer, or member of a committee with powers delegated by the Board, who has a direct or indirect financial interest, as defined below, is an interested person.

SECTION 2.  Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board or appropriate committee decides that a conflict of interest exists.

ARTICLE III

PROCEDURES

SECTION 1.  Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board and members of committees with powers delegated by the Board considering the proposed transaction or arrangement.

SECTION 2.  Determining Whether A Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board meeting or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members or committee members shall decide if a conflict of interest exists.

SECTION 3.  Procedures for Addressing the Conflict of Interest.

(a)  An interested person may make a presentation at the Board meeting or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b)  The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c)  After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

(d)  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested members of the Board or committee whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

SECTION 4.  Violations of the Conflict of Interest Policy.

(a)  If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b)  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV

RECORDS OF PROCEEDINGS

The minutes of the Board and all committees with powers delegated by the Board shall contain:

(a)  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision of the Board or committee as to whether a conflict of interest in fact existed.

(b)  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V

COMPENSATION

SECTION 1.  A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

SECTION 2.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

SECTION 3.  No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI

ANNUAL STATEMENTS

Each member of the Board, principal officer and member of a committee with powers delegated by the Board shall annually sign a statement, in the form attached hereto and entitled “Acknowledgement of Conflict of Interest Policy,” which affirms such person:

(a)  Has received a copy of the conflict of interest policy;

(b)  Has read and understands the policy;

(c)  Has agreed to comply with the policy; and

(d)  Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII

PERIODIC REVIEWS

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a)  Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

(b)  Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

 

ACKNOWLEDGEMENT

OF

CONFLICT OF INTEREST POLICY

 

I, ______________________, acknowledge receipt of the Water Street Business District Association, a Nevada nonprofit corporation (the “Corporation”), Conflict of Interest Policy (the “Policy”).  I have read the Policy and understand the Policy, and I agree to comply with the Policy as well as by the rules, regulations, and policies that may be established in connection with the Policy in the future.  I also understand that the Corporation is tax exempt and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes as set forth in the Nonprofit Articles of Incorporation and the Bylaws of the Corporation.

 

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Date

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Officer / Board Member / Committee Member