3. Motion to Approve Amendments - TBID BylawsCity of Kalispell
Charles A. Harball Office of City Attorney
City Attorney 201 First Avenue East
P.O. Box 1997
Kalispell, MT 59903-1997
MEMORANDUM
TO: Mayor Tammi Fisher
and Kalispell City Council
FROM: Charles Harball, City Attorney
Tel 406.758.7709
Fax 406.758.7771
charball@kalispell.com
SUBJECT: Motion to Approve the Change in Bylaws of the TBID
MEETING DATE: May 16, 2011— Regular Council Meeting
BACKGROUND: The duly approved Board of the Kalispell Tourism Business
Improvement District has voted to amend its bylaws at Article II — Sections 2.3 and 2.8
and at Article IV — Section 4.2. These changes deal with hotel representation on the
Board, the filling of vacancies and the terms of officer appointments. A more complete
explanation (see attached) is made in the memorandum and packet provided by Diane
Medler, the Director of the Kalispell Convention and Visitor Bureau.
RECOMMENDATION: That City Council move to approve the amendments to the
TBID Bylaws as requested by the TBID Board.
FISCAL IMPACTS: None.
Respectfully submitted,
x fl�
Charles Harball, City Attorney
DATE:
TO
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Chamber of Commerce
Providing Economic, Community, and Workforce Development Services
www.kal i spellcham ber.com
April 22, 2011
Jane Howington, Kalispell City Manager
FROM: Diane Medler, Director, Kalispell Convention and Visitor Bureau
RE: TBID By -Law Modifications
At the April 6, 2011 TBID board meeting the board approved modifications to be made to the TBID BY
LAWS as adopted by the Board of Trustees on May 10, 2010. The changes relate to clarification of the
a) balance of board trustees based on representative hotel size, b) vacated trustee nomination and
election procedures and c) officer terms and elections. Since we recently went through the process to
fill our first vacancy since the board was created there were several items that the board felt needed to
be clearly defined within the by laws.
The changes relate to the following sections:
Article II — sections 2.3 and 2.8
Article IV — section 4.2
I have enclosed a document containing the approved wording to be inserted at the end of the
corresponding sections. Additionally I've enclosed the full by-law document with the approved
additions formatted into the existing text, allowing you to easily incorporate following your approval.
Thank you for your assistance. Please let me know if there is additional information you require. I'll
await your response as to the acceptance of these changes or modifications required.
Enclosures: Modifications as approved at the April 6, 2011 TBID board meeting
TBID By Laws as adopted on May 10, 2010 with requested changes added
OFFICE 406.758.2800 - 406.758.2805 FAX • 15 Depot Park, Kalispell, MT 59901
TBID By Law — Requested Modifications as approved by the TBID Board of Directors April 6, 2011
Article II Board of Trustees
Section 2.3 Qualification of Trustees. The TBID board is requesting that the following text be added to
the end of this section:
3 trustees from large hotels (106 rooms or more); 2 trustees from medium hotels (60 to 104 rooms); and 2
trustees from small hotels (59 rooms and under).
Section 2.8 Resignation, Removal and Vacancies. The TBID board is requesting that the following text be
added to the end of this section:
(existing text) A vacancy on the Board shall be filled by the Appointing Authority, with the approval of the
Governing Body (new text) utilizing the following nomination and election process:
1. Notice of board vacancy and request for nomination for hotel category being vacated sent to all TBID
members on record.
2. Interested Hotel owner or authorized designee submits board application.
3. Ballot including nominations distributed to all TBID members. Completed ballots returned to
designated TBID board member or staff.
4. TBID board votes to approve leading nominee. TBID board recommendation is forwarded to the City
of Kalispell for appointment by the City Council.
If a nomination from the appropriate vacating hotel category is not submitted, the TBID board may request
nominations from the other hotel categories. The interim trustee will serve out the term in full or until a
nomination is received from the vacated hotel categories. If a nomination is submitted by the vacated hotel
category during the term, a special ballot and election shall be held. That recommendation will be forwarded
to the Appointing Authority for appointment by the Governing Body immediately. The interim trustee
position must revert back to the appropriate hotel category at the end of the term.
Article IV Officers
Section 4.2
of this section:
Election of Officers. The TBID board is requesting that the following text be added to the end
Officer terms shall coincide with the terms of board trustees, May 1 — April 30. Officers shall be elected
annually by the Board at the last regular meeting of the term year. Vice Chair officer shall be appointed to
Chair position, secretary/treasurer and vice -chair positions are selected by board.
Kalispell Tourism Business Improvement
District
BYLAWS
2010
Adopted by the Board of Trustees
May 10, 2010
KALISPELL TOURISM BUSINESS IMPROVEMENT DISTRICT
BYLAWS
Article I
Organization
Section 1.1 Name. The name of the organization shall be the Kalispell Tourism Business
Improvement District, hereafter referred to as the "TBID,"
Section 1.2 Mission. The mission of the TBID is to generate room nights for lodging facilities in
the city of Kalispell, Montana by effectively marketing our region as a preferred
travel destination.
Section 1.3 Powers. The TBID may engage in any activity consistent with the City of Kalispell
law, Montana law, and these Bylaws, provided that the Board of Trustees determines
that the activity is in furtherance of the purposes for which the TIBD was formed.
Section 1.4 Definitions. The following terms used herein shall have the following definitions:
(a) "Act means the Montana Business Improvement District Act.
(b) "Appointing Authority" means the Mayor of the City of Kalispell, Montana.
(c) "Board" means the board of trustees of the TBID.
(d) "Governing Body" means the City Council of the City of Kalispell, Montana.
Article II
Board of Trustees
Section 2.1 Board of Trustees. All corporate powers shall be exercised by or under authority of,
and the business and affairs of the TBID shall be managed under the direction of, the
Board of Trustees of the TBID except as may be otherwise provided in these Bylaws
or by law.
Section 2.2 Number. The Board of Trustees shall consist of not less than five or more than seven
owners of hotel property within the TBID or their designees. The number of trustees
of the board, once established, may be changed within these limits from time to time
by resolution of the Governing Body. A resolution to reduce board membership may
not require resignation of any member prior to completion of the member's appointed
term.
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Section 2.3 Qualifications of Trustees. Candidates for trustee should meet the following general
criteria: (1) owners of land within the geographic area of the TBID or their designee,
(2) committed to the well-being of the TBID, (3) respected citizen or leader, (4) able
to work effectively as part of a group, (5) competent in some area of value in
achieving objectives of the TBID, (6) able to maintain a commitment for the term of
appointment, and (7) balances board in terms of representation of large, medium and
small hotel properties as follows: 3 trustees from large hotels (106 rooms or more);
2 trustees from medium hotels (60 to 104 rooms); and 2 trustees from small hotels
(59 rooms and under).
Section 2.4 Nominations. Nominations for the Board of the TBID shall be made according to
the guidelines established by the City of Kalispell.
Section 2.5 Appointment. Seven initial trustees have been appointed by the Governing Body in
City of Kalispell Ordinance 1675, and future trustees shall be appointed by the
Appointing Authority and approved by the Governing Body utilizing the following
nomination and election process:
• 1. Notice of board vacancy and request for nomination for hotel category being
vacated sent to all TBID members on record.
• Interested Hotel owner or authorized designee submits board application.
• Ballot including nominations distributed to all TBID members. Completed
ballots returned to designated TBID board member or staff.
• TBID board votes to approve leading nominee. TBID board recommendation is
forwarded to the Appointing Authority for approval by the Governing Body.
If a nomination from the approvriate vacatins hotel cateizory is not submitted. the
TBID board may request nominations from the other hotel category. The interim
trustee will serve out the term in full or until a nomination is received from the
vacated hotel categories. If a nomination is submitted by the vacated hotel category
during the term, a special ballot and election shall be held. That recommendation
will be forwarded to the Appointing Authority for approval by the Governing Body
immediatelv. The interim trustee position must revert back to the annrooriate hotel
category at the end of the term.
Section 2.6 Term. Three of the trustees who are first appointed must be designated to serve for
terms of 1, 2, and 3 years, respectively, from the date of their appointments, and two
must be designated to serve for terms of 4 years from the date of their appointments.
For a seven -member board, there must be two additional appointments for terms of
2 years and 3 years, respectively. After initial appointment, trustees must be
appointed for a term of office of 4 years, except that a vacancy occurring during a
tenn must be filled for the unexpired term. A trustee shall hold office until the
trustee's successor has been appointed and qualified,
Section 2.7 Absences. If, within a period of twelve (12) consecutive months, any trustee is absent
from three (3) or more regular Board meetings, notice of which has been given to the
trustee at the trustee's usual place of work or residence, or by announcement at a
meeting attended by the trustee, the Chairman may call such absences to the attention
of the Board which may then recommend to the Appointing Authority that such
trustee be removed and that another person be appointed to serve for the unexpired
term.
Section 2.8 Resignation, Removal and Vacancies. A trustee may resign at any time by delivering
written notice to the Board. A trustees resignation is effective upon delivery of the
notice of resignation unless the Board authorizes other -vise. A member of the Board
may be removed by the Appointing Authority, with the consent of the Governing
Body. A vacancy on the Board shall be filled by the Appointing Authority, with the
approval of the Governing Body.
Section 2.9 Powers and Duties. The Board shall have those powers set forth in the Act, The
Board's responsibilities shall include, without limitation, (1) administration of the
TBID, including oversight of expenditure of its funds; (2) the establishment of goals
and policies for the TBID, (3) providing annual budgets and work plans to the
Governing Body for approval each fiscal year; (4) nomination of trustees for the
TBID to the Appointing Authority and Governing Body; (5) recommending to the
Governing Body for approval each fiscal year a method of levying an assessment on
the property within the TBID that will best ensure that the assessment on each lot or
parcel is equitable in proportion to the benefits to be received; (6) appointment of a
director of the TBID; (7) approval and implementation of projects and programs to be
undertaken or administered in furtherance of the objectives of the TBID and the
purposes of the Act, (8) compliance with the requirements of the Act, and (9) long
range and strategic planning.
Section 2.10 No Compensation. Members of the Board may receive no compensation.
Article III
Meetings of the Board
Section 3.1 Regular Board Meetings. The regular monthly meetings of the Board shall be held at
a time and location determined by the Board. Notice of such meetings shall be
provided by telephone, telefax, U.S. mail, e-mail, or other communication, at least
seventy-two hours before the regular meeting is to occur. Public notice of regular
Board meetings shall be provided via news release, web site, newspaper
advertisement or other method determined by the Board to inform the community.
Section 3.2 Special Board Meetings. The Chair or any officer and two members of the Board may
call a special meeting of the Board upon at least forty-eight hours notice as provided
in Section 3.1 to each member of the Board. Such notice shall state the purpose for
which such special meeting is called.
Section 3.3 Quorum. A quorum of the Board consists of a majority of the number of trustees in
office immediately before the meeting begins. Trustees may be in attendance at any
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meeting in person or by telephone connection, but any such connection shall permit
any trustee not attending in person to hear all discussion concerning any item upon
which action is to be taken, and shall permit all persons in attendance to hear the
trustee attending by telephone.
Section 3.4 Board Action. If a quorum is present at a meeting of the Board, then the affirmative
majority vote of the trustees present at the meeting shall constitute the act of the
Board. The Board may not take any action unless a quorum of the Board is present,
except a majority of less than a quorum may adjourn the meeting from time to time
without further notice. Each trustee shall have one (1) vote.
Section 3.5 Proxy Prohibition. No proxy voting shall be permitted.
Section 3.6 Actions by Written Consent. Any action of the Board may be taken without a
meeting and may be in the form of fax or email. A 2/3 majority of the voting
members of the Board are required to pass a written motion.
Section 3.7 Committees. The Board may designate and establish such committees and task forces
as it considers appropriate to carry into effect the objectives and purposes of the
TBID. Committee chairs will be appointed by the Chair of the Board. Committee
meetings or task force meetings may be called at any time by the chairperson of the
committee or task force or by the Chair of the Board. At any duly called meeting of a
committee or task force, those present shall constitute a quorum. Each committee and
task force shall study, investigate and make recommendations to the Board on
subjects within the general scope of activity assigned it by the Chair of the Board or
which subsequently may be referred to it by the Chair of the Board or by the Board.
Article IV
Officers
Section 4.1 Officers, There shall be a Chair, a Vice Chair, a Secretary/Treasurer and TBID
Executive Director of the Board who shall be the officers of TBID. In the absence of
the Chair the Vice Chair shall act as chairman. The Executive Director is a non --
voting member of the Board.
Section 4.2 Election of Officers. Officers shall be elected annually by the Board at the last
regular meeting of the fiscal year. Any officer may sign all official documents on
behalf of the organization upon approval by the Board, and shall have such other
duties as the Board may direct. Officer terms shall coincide with the terms of board
trustees, Mav 1 — Apri130. Officers shall be elected annuallv by the Board at the last
regular meeting of the term year. Vice Chair officer shall be appointed to Chair
position, secretary/treasurer and vice -chair positions are selected by the board. List
of appointed officers is sent to the Appointing Authority for their records.
Section 4.3 Chair. The Chair shall preside at all meetings of the Board and at any other meetings
of the TBID. The Chair shall appoint members to such committees and task forces as
are created by the Board of Directors. The initial chair shall be appointed by the
Mayor of the City of Kalispell, pursuant to §7-12-1122 M.C.A. The term of office of
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the Chair shall be for one year or until his/her successor is elected.
Section 4.4 Vice Chair. The Vice Chair shall perform the duties and exercise the powers of the
Chair in the absence or disability of the Chair and shall perform any other duties as
prescribed by the Board of Directors.
Section 4.5 Secretary/Treasurer, The secretary/treasurer shall keep a record of all proceedings,
minutes of meetings, certificates, contracts and corporate acts of the Board and shall
be responsible for oversight of the financial records of the organization. The Board
may appoint an assistant secretary/treasurer who need not be a member of the Board.
Section 4.6 Executive Director. An Executive Director of the TBID shall be appointed by the
Board. The Executive Director must be the executive director of a nonprofit
convention and visitor bureau, as defined in 15-65-101, M.C.A., if a nonprofit
convention and visitors bureau is operating within the Governing Body's jurisdiction.
The Executive Director shall be charged with the general supervision and
management of the business affairs of the TBID. The Executive Director shall be the
chief executive officer and shall be charged with initiating and implementing the
marketing plan, budget and related projects, the general supervision over employees,
including their duties and compensation in conformity with the policies approved by
the Board. The Executive Director shall keep the minutes of the Board meetings, keep
other records as the Board may direct, and perform such other duties as may be
prescribed by the Board, these Bylaws, or by law. The Executive Director shall so
manage the affairs of the TBID as to promote the objectives for which the TBID is
organized.
Section 4.7 Other Officer Duties. The Board may provide such additional duties for any officer,
as it deems necessary.
Section 4.8 Officer Vacancy. A vacancy in any office shall be filled by the Board at its next
regular meeting for the remainder of the unexpired term.
Article V
Conflict of Interest
Section 5.1 Conflict of Interest. A conflict of interest transaction is a transaction with the TBID in
which a trustee of the TBID has a direct or indirect interest. A conflict of interest
transaction is not voidable or the basis for imposing liability on the interested trustee
if the transaction was fair at the time it was entered into or is approved pursuant to
Mont. Code Ann. §35-2-418. However, in no event shall the interested trustee vote on
the decision to enter into such transaction. Any trustee having an interest or conflict in
a transaction presented to the Board for authorization, approval, or ratification shall
make a prompt, full and frank disclosure of his or her interest to the Board prior to its
acting on such transaction. Such disclosure shall include any relevant and material
facts, known to such person, about the transaction which might reasonably be
construed to be adverse to the TBID's interest. The Board shall thereupon determine,
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by majority vote, whether the disclosure shows that a conflict of interest exists or can
reasonably be construed to exist. If a conflict is deemed to exist, such trustee shall not
vote on, nor use his or her personal influence on, nor participate (other than to present
factual information or to respond to questions) in the discussions or deliberations with
respect to such contract or transaction, nor shall the trustee be counted in determining
the quorum for the meeting. The minutes of the meeting will, upon request, reflect
that a disclosure was made, the action taken with respect to such disclosure, and, if
applicable, the abstention from voting and the presence of a quorum.
Article VI
Administrative and Financial Provisions
Section 6.1 Fiscal Year. The fiscal year of TBID shall be July 1 - June 30.
Section 6.2 Check Writing Authority. The Board shall establish limits on the check writing
authority of trustees, officers, employees, and agents of TBID.
Section 6.3 Budget and Marketing Plan. Expenditure of all income shall be allocated to meet the
operating needs of the TBID under a budget and marketing plan prepared by the
Executive Director and adopted by the Board and the Governing Authority. The
Executive Director shall make a cumulative report each month to the Board on
income and expenditures. The approved budget and marketing plan shall be
reviewed as requested by the Board to assure that funds are being expended as
allocated and to determine if any reallocation of resources is needed.
Section 6.4 Disbursements. Upon approval of the Fiscal Year Budget by the Board and the
Governing Body, the Executive Director is authorized to make such disbursements
as necessary on accounts and expenses provided for in that budget, without
additional approval from the Board. Such disbursements may be made by check and
require any one (1) of the following signatures: Executive Director or Chair or any
designated trustee(s). Checks shall be supported by proper requisitions, vouchers,
statements, or other evidence showing the expenditure to be appropriate and
authorized under the budget.
Section 6.5 Indebtedness. No loan or advance shall be made or contracted on behalf of the TBID,
and no note, bond, or other evidence of indebtedness shall be executed or delivered
in its name except in the manner provided by law and as authorized by the Board.
Section 6.6 Public Records. All financial records of the TBID related to assessments are public
documents and shall be made available to any member of the public who wishes to
see them, provided arrangements are made in advance to review said records in the
office of the TBID during regular office hours. Approval of a majority of the Board
shall be required to remove any financial record of the TBID from the public file.
Section 6.7 Audit. The Board shall engage an independent certified public accounting firm to
audit, annually, all general and special accounts of the TBID in accordance to the
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standards established by the City of Kalispell. The firm may be instructed to perform
unannounced audits at any given period of the year for verification of accounts, in
addition to the annual audit. The Board may from time to time audit hotel reports of
occupancy to assure proper collections of assessments. All audit results should be
distributed in writing on a timely basis to the Board.
Section 6.8 Use of Assessments. Assessments collected by the TIBD shall be used for the
following purposes:
(a) The funding of all uses and projects for tourism promotion within Kalispell
as specified in the Kalispell TBID budget; and
(b) The marketing of convention and trade shows that benefit local tourism and
lodging businesses in Kalispell; and
(c) The marketing of Kalispell to the travel industry in order to benefit local
tourism and the lodging businesses located within the Kalispell TBID; and
(d) The marketing of Kalispell to recruit major sporting events in order to
promote local tourism and to benefit the lodging businesses within the
Kalispell TBID.
Section 6.9 Spokesperson. Only the Chair of the Board, the Executive Director, or their
designee shall have authority to speak on behalf of, or to issue press releases for, the
Board or the TBID
Article VII
Amendments
Section 7.1 These Bylaws may be amended or repealed and new Bylaws adopted by the Board
any regular or special meeting of the Board by the affirmative vote of at least two-thirds (2/3) of the
trustees.
CERTIFICATE OF ADOPTION OF BYLAWS
The undersigned hereby certifies that the above Bylaws of the Kalispell Tourism Business
Improvement District were duly adopted by majority vote of the Board of Directors at a duly held
meeting on May 10, 2010, and now constitute the Bylaws of the Kalispell Tourism Business
Improvement District.
DATED: May 10, 2010.
, Executive Director