Manassas Old Town Business Association

Manassas OTBA - Bylaws

(Approved May 16, 2001)

Articles

I-General    II-Membership    III-Meetings    IV-Fiscal Year
V-Dues    VI-Board of Directors    VII-Nominations and Elections
VIII-Finances    IX-Committees    X-Procedure
XI-Amendments    XII-Tax Exempt Status    XIII-Dissolution

Article I - General

Section 1. Name:

The name of this corporation shall be the Old Town Business Association, Inc., also known as OTBA.

Section 2. Purpose:

The objectives of the OTBA shall be to promote business in Old Town Manassas, to establish a positive identity, to encourage the success of existing businesses, to foster the establishment of new businesses and to support activities beneficial to the local community.

Section 3. Principal Office:

The principal office of the Corporation shall be at a location designated by the President of OTBA.

Article II - Membership

Section 1: Active Membership:

Active membership shall be limited to those persons engaged in a business or profession, community service organization or who own commercial real property within the City of Manassas, Commonwealth of Virginia, within the following defined area: beginning at the intersection of Grant Avenue and Prince William Street, east following Prince William Street and continuing in a straight line to its imaginary intersection with Fairview Avenue, then north on Fairview Avenue to its intersection with Quarry Street, then in a straight line connecting to the intersection of Centerville Road and Maple Street, then northwest following Maple Street to its intersection with Portner Avenue, then west on Portner Avenue to its intersection with Grant Avenue, the north on Grant Avenue to its intersection with Bennett Lane, then west to the end of Bennett Lane, then south on Peabody to its end at Center Street but then continuing in an imaginary straight line to its intersection with Prince William Street, then east to the intersection of Grant Avenue and the starting point.

Section 2: Exceptions:

Businesses that are Active Members of OTBA, but which later move to a location outside of the boundaries delineated in Article II, Section I, may retain Active Membership upon a majority vote of the OTBA Board of Directors. Any Active Members who joined OTBA prior to the adoption of these current bylaws, but who would no longer qualify for Active Membership under the criteria of these current bylaws may retain Active Membership.

Section 3: Associate Membership:

Associate membership shall be open to those engaged in a business or profession or community service organization outside the area defined above in Article II, Section 1, but still within the City of Manassas. Other businesses outside of the City of Manassas may be admitted as Associate Members upon a majority vote of the OTBA Board of Directors. City of Manassas residents residing within the boundaries defined in Article II, Section 1 may also be admitted as Associate Members upon a majority vote of the OTBA Board of Directors.

Section 4: Privileges:

Only active members shall be entitled to vote in OTBA meetings and elections, and hold elective office. All members, Active and Associate, may attend regular OTBA monthly meetings, serve on appointive committees, participate in OTBA projects and programs, and receive the OTBA Newsletter. All Active Members may be listed in the OTBA Guide to Shops and Services. On a space available basis and with the approval of the Board of Directors, Associate Members may also be listed in the Guide to Shops and Services.

Article III - Meetings

Section 1. General Meetings:

General business meetings will be held monthly at a time and place designated by the President. A quorum of the membership at such a meeting shall not be less than 1/5th of the current Active Members in good standing either present or voting by proxy. Only current Active Members in good standing, or their designated representatives shall have the right to vote. The vote of firms, partnerships and any other member entity with multiple employees shall be cast as one vote. Providing a quorum is present, a majority vote of Active Members shall carry any measure. All Active Members in good standing may vote by proxy by delivering the proxy vote to the Secretary prior to the meeting being called to order.

Section 2. Special Meetings:

Special meetings may be held at the discretion of the Board of Directors or upon written request of 25% of voting members. At least 5 days notice shall be given.

Section 3. Board of Directors Meetings:

The Board of Directors will meet a minimum of once per month at a time and place designated by the President. The presence of three members shall constitute a quorum. A majority vote of board members present at a meeting shall carry any measure. Proxy voting is not permitted.

Section 4. Committee Meetings:

Committee meetings will be held at the discretion of the committee chairperson.

Section 5. Authority:

The proceedings of the Corporation shall be governed by and conducted according to the latest edition of Robert's Rules of Order, unless in conflict with the OTBA bylaws, in which case the bylaws will take precedence.

Article IV - Fiscal Year

Section 1. Fiscal Year:

The fiscal year of this Corporation shall conform to the calendar year.

Article V - Dues

Section 1. Assessment:

Dues and budget shall be proposed by the Board of Directors and presented at the November general membership business meeting for adoption each year.

Section 2. Payment:

The Treasurer shall send bills for dues to all members no later than November 1st. Members who have not paid their dues by March 1 will be notified in writing by the Treasurer. After March 15, all delinquent members shall be removed from the membership rolls of OTBA and will lose all rights and privileges. New members joining any time in the last quarter of the calendar year and paying dues in that quarter will not be charged for the remainder of that current year. Such dues paid will apply toward the upcoming calendar year.

Article VI - Board of Directors

Section 1. Board of Directors:

The Board of Directors shall consist of the elected officers of the corporation: President, Vice-President, Secretary, Treasurer and Newsletter Editor. The Board of Directors shall be elected by the membership for a two year term at the October business meeting and take office on the following January 1st. Officers may be re-elected. The immediate past President shall be a non-voting ex-officio member of the Board of Directors.

Section 2. Vacancies:

In the event of a vacancy in any office, with the exception of that of President, the Board of Directors will nominate one or more candidates from the Active Membership for the vacant position. An election will be held at the next convenient monthly meeting and the position will be filled by a majority vote of the general membership. The term in office shall be for the balance remaining until the next scheduled regular election of officers.

Section 3. President:

The President shall preside at all Board of Directors and general membership meetings, and will be an ex-officio member of all committees. In addition, the President will have general supervision over all matters in which the organization is interested and will maintain the organization's files and records, with the exception of the minutes of membership meetings and the Corporation's financial records.

Section 4. Vice-President:

The Vice-President shall serve as an assistant to the President and shall perform such duties as are assigned or delegated by the President. Should the position of President become vacant, the Vice-President will assume the office.

Section 5. Secretary:

The Secretary shall record, log and maintain a permanent written record of the minutes of the monthly general membership meetings and will provide a copy of this record to the President.

Section 6. Treasurer:

The Treasurer shall receive all funds of the Corporation and deposit them in the bank of the Corporation's choice. The Treasurer shall also notify members when annual dues are payable, collect such dues, discharge all financial obligations, and give a monthly report at the regular business meetings. The Treasurer will maintain the permanent financial records of the Corporation.

Section 7. Newsletter Editor:

The Newsletter Editor shall be responsible for editing, producing, and distributing the monthly newsletter to the membership on a scheduled monthly basis. The Newsletter shall contain information relevant to business activity in Old Town Manassas and pertinent to the operation of OTBA, and will reflect the views and opinions of the Old Town Business Association.

Article VII - Nominations and Elections

Section 1. Nominations:

The President shall appoint a nominating committee to meet in August of each election year. This committee shall nominate a slate of candidates for the following offices: President, Vice-President, Secretary, Treasurer, and Newsletter Editor. All candidates for office shall be members in good standing. The nominating committee may submit more than one candidate for each office. The report from the nominating committee will be distributed at the September business meeting. At this meeting additional nominations may be made from the floor after which nominations will be closed. The slate of candidates will be published in the OTBA Newsletter distributed prior to the October business meeting. The election of officers will take place at the October business meeting.

Article VIII - Finances

Section 1. Dues Collected:

Dues and other monies collected by the Corporation shall be placed in a depository or depositories selected by the Board of Directors. Disbursements from such funds shall be in accordance with the bylaws. Both the President and the Treasurer must be authorized to sign checks. Either the President or the Treasurer may sign checks.

Section 2. Audits:

All accounts shall be audited by an independent source as soon as practical after the close of the fiscal year. The audit shall be available for review by members in good standing and will be included in the minutes of the next general membership meeting.

Article IX - Committees

Section 1. Committees:

With the concurrence of the Board of Directors, the President may appoint such standing committees as may be deemed advisable and necessary.

Article X - Procedure

Section 1. Meetings:

OTBA meetings will include the following:

1. Call to order
2. Minutes of the last meeting
3. Treasurer's Report
4. Announcements
5. Committee Reports
6. Old Business
7. New Business
8. Program or speaker
9. Adjournment

Article XI - Amendments

Section 1. Approval:

Proposed revisions and amendments of these Bylaws are to be distributed to each member 30 days prior to the voting date. At least 2/3 of the voting membership present must vote in favor of an amendment for it to pass.

Article XII - Tax Exempt Status

Section 1. Non-Profit Status:

The Corporation shall not be operated for profit, nor will any earnings inure to the benefit of any individual. The Corporation shall not conduct any other activities not permitted by a corporation exempt from federal income tax under section 501C(6) of the Internal Revenue Code. Excess funds can be carried over to the next year for non-profit use of the organization.

Article XIII - Dissolution

Section 1. Funds:

Upon the dissolution and final liquidation of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all the debts and liabilities of the Corporation, distribute all of its assets to such other organization or organizations designated by the Directors of the Corporation which are organized and operated exclusively for exempt purposes within the meaning of section 501C of the Internal Revenue Code. Any such assets not so distributed shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is located or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes, or to the federal government or a state or local government to be used for a public purpose.