JOHNSON CITY DOWNTOWN MERCHANTS ASSOCIATION INCORPORATED BYLAWS

Adopted: December 31, 2016

ARTICLE I: Purpose

The purpose of the Johnson City Downtown Merchants Association is to stimulate and sustain economic development in the Downtown of Johnson City, TN, by encouraging cooperation and building leadership; by advancing a positive image of downtown and promoting it as an exciting place to live, shop, and invest; by sustaining and improving the appearance of downtown; and by strengthening and expanding the economic base of the Johnson City Downtown area.

The Johnson City Downtown Merchants Association area of focus is defined as that property inside the following boundaries: University Parkway, East Walnut, Legion Street and East Market.

ARTICLE II: Corporate Powers

All corporate powers shall be vested in the Board of Directors, which shall be composed of the elected officers and board members, of the Johnson City Downtown Merchants Association (JCDMA).

ARTICLE III: Logo

The JCDMA shall have as its logo an image of the Fountain located at the cross streets of Buffalo and Market known as the “Lady of the Fountain” and including, as needed “The Johnson City Downtown Merchants Association”.

ARTICLE IV: Location of Offices

The Johnson City Downtown Merchants Association shall maintain its principle office in the Downtown Commercial District in the City of Johnson City and the County of Washington, in the State of Tennessee. Mailing Address: Johnson City Downtown Merchants Association, 324 East Main Street, Johnson City, TN 37601 (In Care of Dick Nelson, Brew Plum/Nelson’s Fine Art)

ARTICLE V: The Board of Directors

1.Members:

The Board of Directors of the Johnson City Downtown Merchants Association shall consist of the following four (4) elected officers: President, Vice President, Treasurer and Secretary. The following six (6) elected board positions: Five (5) Members-At-Large and the Immediate Past President. Each of these elected officers and board members shall have one (1) vote on the JCDMA Board with the exception of the Immediate Past President. This position is non-voting. No one may hold more than one office at the same time. A small stipend of $100 will be paid per annum to the acting Treasurer for that fiscal year in compensation for their work with the

JCDMA. Board members must be an owner or officer of a downtown business and must be a paid member of the organization in good standing.

2. Powers:

The Board shall have power to conduct, manage and control the affairs and business of the JCDMA, subject to the right of the members as enumerated below. All actions of the Board shall be done with a majority vote of the Board (four votes). The Board may delegate the management of the activities of the JCDMA to any person or persons, Management Company, or committees, provided that the JCDMA shall be managed and all powers shall be exercised under the ultimate direction of the Board.

The Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

a. To conduct, manage and control the affairs of the JCDMA;

b. To formulate and present an annual budget for approval by the JCDMA at the annual membership meeting in January.

(i) At a minimum, a budget should include the usual annual operating costs associated with running the Association and any special projects being considered. Usual operating costs include the cost of meetings, Association newsletters, holiday decorations and any other repetitive expense.

(ii) Upon adoption of these Bylaws and annually thereafter as part of the budget process, the members shall approve proposed special projects and define a specific dollar amount for special project expenditures.

c. To borrow money or incur indebtedness consistent with the approved budget.

d. To select and remove all appointed officers and board members, agents, and employees of the Association, prescribe powers and duties for them as is consistent with law, the Articles of Incorporation, or these Bylaws, and fix their compensation.

e. To adopt, make, and use a logo and to make available online a list of all current members, and a membership information that includes the Association Bylaws.

f. To carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage.

3. Nominations and Elections of the Board:

There shall be an annual general membership meeting during the month of January. Nominations for the nine(9) elected Board positions shall be made at this annual general membership meeting. A member need not be physically present to be nominated for a position. The Secretary shall record all nominations. A ballot shall be emailed (if requested can

be mailed) to each member in good standing (see below}. The ballot shall have on it a list of the nominees for each office. Included in the ballot package shall be an explanation of the election process, and each nominee shall write a brief statement, not to exceed 100 words. The ballot shall be sent to the general membership not later than January 12. The printed ballots must be returned not later than January 31st to the Secretary, and counted by two Board appointed JCDMA members and the current Board of Directors at a Board meeting, (note: due to a possible conflict of interest any person(s) that have been nominated will not participate in the vote count) with the results announced not later than February 10th. The new members of the Board will be installed at the March membership meeting.

4. Terms of Office:

All terms of office shall begin at the annual general membership meeting in March and end one year later. All elected officer and board positions have a limitation of two years served consecutively; eligibility for re-election becomes available after one year is served as a non board member.

5. Quorum:

A majority of the Directors (four) shall constitute a quorum for the transaction of business. If meeting with the minimum number of directors present to constitute a quorum, all must agree for vote to pass. Any meeting of the Board with less than four members of the Board present must adjourn.

6. Vacancies and Resignation:

The call for the removal of an officer or elected board member may be initiated by a dated petition signed by not less than 35% of the general membership. Any officer shall be removed from office by a two thirds (2/3) majority vote of the membership by ballot. The general election procedures shall be followed. Any officer may resign at any time. Upon the death, resignation, or removal of any officer, the Board shall elect a temporary replacement for the remainder of the term. At the next general membership meeting, nominations shall be taken from the floor, a physical vote taken with the majority vote electing the new officer.

6. a. Attendance

Board Members will be required to attend not less than 75% in any 6 month period, of called board meetings to retain position on the board. Board members shall not miss more than two (2) consecutive board meetings. Failure to adhere to these attendance rules will require immediate removal from the board. Replacement board member shall be appointed by the President.

7. Inspection of Records:

Every Director and every member shall have an absolute right to inspect all of the records of the JCDMA, including minutes of all meetings, and all financial records.

8. Committees:

The President, with majority consent of the Board at Board meeting, shall appoint all committees and committee chairs. Committees work under the supervision and approval of elected officers. Communications to membership and recommendations made by committees need board approval to move forward. All committee plans of action; marketing materials; press releases; communications to the JCDMA members, neighborhood and city; and budgets for financial expenditures need to be approved by the board prior to execution.

ARTICLE VI: Duties of the Officers

The Officers are the Board of Directors of the JCDMA. Their duties are as follows:

1. President:

The President is the general manager and chief executive officer of the JCDMA and has, subject to the control of the Board, general supervision of the activities of the JCDMA. The President shall preside over all meetings of the members and all meetings of the Board, and shall exercise all such powers as are customary in such an office.

2. Vice President:

In the absence of the President, the Vice President Communications shall preside over all meetings, and assume the powers of the President during that period of time, and shall have other duties as may be assigned by the President and the Board. The key responsibility in this board position is to facilitate approved communications between the JCDMA board and the JCDMA membership; shall send out notices of all meetings to the Board and to the members; shall send out all correspondence related to elections.

3. Secretary:

The Secretary shall keep minutes of all proceedings of the Board and of the proceedings of all general meetings of the members, and shall keep a file of all minutes of all meetings of all JCDMA committees; shall keep the seal of the JCDMA and affix the seal to such documents as may required; and shall handle all JCDMA correspondence. Collaborates with VP Communications for distribution of minutes, notices, etc.

4. Treasurer:

The Treasurer shall receive and safely deposit all funds of the JCDMA in a bank or other financial institution, as may be designated by a majority vote of the Board; supervise the collection of dues; pay all bills; and prepare an annual budget for approval by the members at the June membership meeting. The Treasurer shall report the financial status of the JCDMA at each Membership meeting (either in person or by written report), and shall ensure that all necessary tax forms, reports and tax returns required by any governmental agency are filed in a timely manner. By a majority vote of the Board, the JCDMA may hire an accountant to prepare,

file and process all necessary forms, returns and reports; the activities of the accountant shall be supervised by the Treasurer.

5. Immediate Past President:

The Immediate Past President (as available) shall perform such duties and tasks as may be requested by the President, and shall assist the JCDMA by providing leadership continuity.

ARTICLE VII: Meetings of the Board

1. Meetings:

Generally speaking there shall be a Board meeting once a month, the second Tuesday of each month, to be held at 6:00 P.M. at a location determined by the President, or Vice President should the President be unable to attend. As also stated in section 6.a, Article V:

Attendance

Board Members will be required to attend not less than 75% in any 6 month period, of called board meetings to retain position on the board. Board members shall not miss more than two (2) consecutive board meetings. Failure to adhere to these attendance rules will require immediate removal from the board. Replacement board member shall be appointed by the President.

Any expenditures proposed for the purpose of operating the Johnson City Downtown Merchants Association exceeding $100.00 shall require a majority vote by the members of the Board.

2. Special Meetings:

Special meetings of the Board may be called by the President, by any two Directors, or by a majority vote of the members who are present at a general membership meeting. Special meetings must have a quorum.

3. Members’ Rights:

General members shall be informed of the time and place of all Board meetings, and have the right to attend any Board meeting. They cannot vote, and may or may not be given the floor to express their point of view, as the President may rule.

ARTICLE VIII: General Membership

1. Membership Categories:

a. Voting Members:

Voting Members are those members who have paid their dues and are current in any obligations incurred as a condition of membership, including owning or

operating a business within the prescribed boundaries of the Association. Voting members may hold office.

b. Associate (Non-Voting) Members:

Sustaining Non-voting Membership shall be available to: spouses, family and friends of voting members; retired business people; and former voting members who have moved to another area but wish to keep their membership benefits. Dues for Sustaining Membership are $25 a year. Non-voting members may not hold any office.

c. Honorary Members:

Honorary members are those members who are nominated and elected to that status at a general membership meeting. Honorary members no longer pay dues but are able to vote and may hold office. Requirements for honorary membership include being a member in good standing for at least five of the ten preceding years.

2. Good Standing, Suspension, and Revocation:

A member is in good standing if the member’s account is current with respect to payment of fees, dues or assessments owed to the Association and is in compliance with the Association’s Bylaws.

Any member who shall be in arrears in the payment of any installment of fees, periodic dues, or assessments more than thirty (30) calendar days after their due date shall not be in Good Standing and shall automatically be suspended from all rights and privileges of membership, including, but not limited to, the right to vote.

A membership which has been suspended and there is a failure to apply for reinstatement within sixty (60) calendar days after such suspension by paying any and all past due amounts owed, shall be terminated from membership by the Board without further action.

3. Dues:

Recommendations for dues amounts are made by the Board to the general membership at the annual general membership meeting in June, at the same time that the annual budget is presented. The recommended dues amount must be discussed and can only be approved by a majority vote by the members present. Dues shall be payable in full annually by all general members. Existing members will have a thirty (30) day grace period to retain membership rights. Dues and classifications are listed on the Association Membership Application.

4. General Membership Meetings:

There shall be at minimum three general membership meetings – in January, when nominations for the offices shall be made, in March for the annual membership meeting and the installation of the newly elected officers and in June for proposed budget approval.

5. Notice of Annual or Special Meetings:

Written notice of each general, annual or special meeting of members shall be given not less than ten (10) or more than ninety (90) calendar days before the date of the meeting to each voting member. With the exception of emergency meetings, all members shall be notified within three (3) days. Such notice shall state the place, date, and hour of the meeting. In the case of a special meeting, the general nature of the business to be transacted shall be described, and the fact that no other business may be transacted.

In the case of the annual budget meeting in June, the agenda of action proposed by Board, including the proposed budget, shall be sent to the voting members.

6. Record Date:

To establish the list of voting members, the Board shall use the most recent Association membership roster. This roster shall be prepared and maintained by the Secretary. The record date for any purposes shall be first day of the month in which a notice of meeting or election is to be held. The membership list as of December 31 is the list of members eligible to vote, the membership drive is to be concluded by December 31.

7. Voting by the Members at a Membership Meeting:

Voting by the voting members on an item of Association business shall be affirmed in the manner prescribed in Robert’s Rules. Unless a greater vote is required by law, by these Bylaws or by Robert’s Rules, all items are affirmed by a majority vote of the voting members present at a meeting with a quorum.

8. Quorum:

The necessary quorum for the transaction of JCDMA business at any membership meeting is the presence of 13 members with a majority vote ruling.

9. Adjourned Meetings:

Meetings of the voting members of the Association shall be adjourned by a majority vote of the Voting Members present.

10. Action by Written Ballot (By Mail):

Any action which may be taken at a regular or special meeting of members may be taken without a meeting if the written ballot of every voting member is solicited.

All solicitations of votes by written ballot shall:

a. indicates the number of responses needed to meet the quorum requirement;

b. with respect to ballots other than for an election of Directors, state the percentage of approval necessary to pass the measure or measures; and

c. specify the time by which the ballot must be received in order to be counted.

Each ballot distributed shall

a. set forth the proposed action;

b. provide the members an opportunity to specify approval or disapproval of each proposal; and

c. provides a reasonable time within which to return the ballot to the Association.

11. Proxies:

This Association shall not use proxies for any purpose.

ARTICLE IX: Conduct of Business

The rules contained in “Robert’s Rules of Order” shall govern the JCDMA in all cases in which they are applicable and in which they are not inconsistent with the foregoing By-laws and the Articles of Incorporation.

ARTICLE X: Adoption of Bylaws and Amendments

These Bylaws shall be emailed (unless requested by mail) to all voting members for their inspection. At a general membership meeting at least thirty (30) days later, adoption of these bylaws shall occur when approved by a two-thirds (2/3) vote of the voting members present.

Proposed amendments shall be mailed to each voting member, with a vote on the proposed amendment at a general membership meeting not sooner than sixty days later. A two-thirds vote of the voting members present must approve the proposed Bylaws change.

ARTICLE XI: Disposition of Property on Dissolution

The property of the Association is irrevocably dedicated to non-profit purposes and no part of the net income or assets of this Association shall ever inure to the benefit of any Director or member thereof or to the benefit of any private persons.

On the dissolution or winding up of the Association, if assets are remaining after payment of, or provisions for payment of, all debts and liabilities of the Association, they shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for non-profit or charitable purposes and which has established its tax exempt status under Section 501(c) (6) of the Internal Revenue Code.

If the Association holds any assets in trust or for charitable purposes, on dissolution, such assets shall be disposed of in Superior Court of the County in which the property is located, on petition therefore by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

In the event that it becomes impractical to carry out the dissolution and dedication by following the foregoing sentence, the property of this Association shall be irrevocably dedicated, granted and distributed to a charitable organization that collects funds from the community for distribution to charitable and other educational efforts.

ARTICLE XII: Political Activity

Neither the Association nor the Officers of the Association representing the Association shall support or oppose the selection, nomination or election of a candidate for public office.