04. Resolution 4885 - Downtown Business Improvement District Work Plan and Budget - Setting a PHCity of Kalispell
Charles A. Harball Office of City Attorney
City Attorney 312 First Avenue East
P.O. Box 1997
Kalispell, MT 59903-1997
MEMORANDUM
TO: Mayor Pamela B. Kennedy
and Kalispell City Council
FROM: Charles Harball, City Attorney
Chris Kukulski, City Manager
Tel 406.758.7708
Fax 406.758.7771
charball@kalispell.com
SUBJECT: Resolution 4885 — Setting a Public Hearing for the
Recommended Work -Plan, Budget and Assessment
Method for the Downtown Kalispell Business
Improvement District
MEETING DATE: Monday, May 3, 2004
BACKGROUND: The Downtown Kalispell Business Improvement District was
formed by City Council on September 2, 2003 and expanded on December 1, 2001
A Board of Directors, appointed by council, convened and developed a work -plan,
budget and method of assessment, as required by state law. These
recommendations are attached to the Resolution and will be placed in the packet
that will be available to the public on the City website and at the City Clerk's office.
Resolution 4885 places the matter for hearing before the public on May 17, 2004.
Thereafter the council may accept, reject or modify the recommendation made by
the board of directors.
RECOMMENDATION: That Council pass Resolution 4885 allowing this matter to
come before the public for hearing as required by state law.
FISCAL EFFECTS: None at this time.
Respectfully submitted,
Charles—Har all, City Attorney
Chris Kukulski, City Manager
1.1OT.Y1111i1111L11►` allmI:I: 1
A RESOLUTION OF INTENTION TO ADOPT, REVISE OR REJECT THE
RECOMMENDED WORK PLAN, BUDGET AND ASSESSMENT FOR THE KALISPELL
DOWNTOWN BUSINESS IMPROVEMENT DISTRICT AND TO CALL FOR A PUBLIC
HEARING.
WHEREAS, pursuant to Section 7-12-1101, et seq., MCA, the City of Kalispell is authorized to
create and expand business improvement districts; and
WHEREAS, on September 2, 2003, the City Council of the City of Kalispell passed Resolution
4828 creating a Downtown Business Improvement District; and
WHEREAS, on December 1, 2003, pursuant to Section 7-12-1101, et seq., MCA, the City Council
of the City of Kalispell passed Resolution 4852 expanding the Downtown Business
Improvement District; and
WHEREAS, the City Council of the City of Kalispell thereafter appointed aboard of directors for
the Downtown Business Improvement District, which board convened and has now
recommended to the City Council a work plan, budget and method of assessment for
the Business Improvement District for the next fiscal year; and
WHEREAS, pursuant to Section 7-12-1132 MCA, City Council must issue a public notice that a
work plan and budget have been submitted and that the City Council will levy an
assessment to defray the cost of the work plan and budget and that the City Council
shall hold a public hearing on objections to the work plan and budget. After the
hearing, the City Council may modify the work plan and budget, as it considers
necessary and appropriate.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
KALISPELL, AS FOLLOWS.
SECTION I. That pursuant to Section 7-12-1132 MCA, the City Council of the
City of Kalispell intends to consider the recommended work plan,
budget, and method of assessment as recommended by the Directors
of the Downtown Kalispell Business Improvement District Board as
set forth in Exhibit "A" attached and incorporated fully herein by this
reference.
SECTION H. That the City Council of the City of Kalispell shall consider whether
to pass a final resolution adopting, revising, or rejecting the
recommended work -plan, budget and assessment method of the
Directors of the Downtown Kalispell Business Improvement District
Board at a public hearing to be held on the 17th day of May, 2004 at
7:00 o'clock P.M., in the Council Chambers, City Hall, Kalispell,
Montana, and at the conclusion of said public hearing the City
Council may consider a final Resolution to Adopt, a Resolution to
Revise, or a Resolution to Reject the recommended work plan, annual
budget and method of assessment using as a basis one of the methods
prescribed in Section 7-12-1133 MCA for the Downtown Kalispell
Business Improvement District.
SECTION III. The City Clerk is authorized and directed to give notice of this
meeting in accordance with Section 7-1-4127, MCA.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL, THIS 3RD DAY OF MAY, 2004.
Pamela B. Kennedy
Mayor
Attest:
Theresa White
City Clerk
q
11
KALISPELL BUSINESS IMPROVEMENT DISTRICT
MISSION STATEMENT
To maintain and promote the character and economic viability of downtown
Kalispell. Advocating for a unique, prosperous and healthy district that is
the social, commercial, professional, and cultural heart of the community.
VISION STATEMENT
The Downtown Kalispell Business Improvement District (BID) will serve as
the primary organization by which members will both strengthen and
revitalize their own organization and the Kalispell community. The BID is
committed to becoming a valuable resource by providing a wide variety of
services including research, technical assistance, planning and advocacy.
The BID will measure its success based upon the extent to which it helps
members find solutions to the challenges they face, provides opportunities
for economic growth and prosperity and improves the quality of life of the
community it serves. Ultimately, by serving its members with excellence,
the BID will contribute to making the City of Kalispell among the most
outstanding places to live and do business in Montana.
OBJECTIVE # 1: Web Site Development and Management $5,500.00
OBJECTIVE # 2: District Business and Real Estate Inventory $2,500.00
OBJECTIVE # 3: Advertising and Promotions $1,500.00
OBJECTIVE # 4: RFP for Performing Arts Center $4,000.00
OBJECTIVE # 5: Master Plan Development Fund $7,500.00
OBJECTIVE # 6: Establish District Grant Program $5,000.00
RESERVE FUND: $9,000.00
TOTAL $35,000.00
OBJECTIVE # 1: WEB SITE DEVELOPMENT AND MANAGEMENT
Professionally develop and maintain a BID web site to highlight the goals
and vision of the District. Provide information regarding the District's
assets, businesses and events. Keep updates of vacancies and for sale
properties. Provide a good map of District. Link to the Kalispell Area
Chamber of Commerce, Glacier Country and other state and local web sites.
Web site to be available September, 2004.
OBECTIVE # 2: DISTRICT BUSINESS AND REAL ESTATE
INVENTORY
Inventory and compile the District's businesses and real estate to be used as
general information therefore locating businesses and real estate vacancies.
This information will be useful as a tool to maintain and promote a healthy
economic District. This information will be available on the BID web site,
which will be an easy access to people interested in investing in the District.
Project to be completed August 1, 2004.
OBJECTIVE # 3: ADVERTISING AND INFORMATION
Develop a District directory listing businesses and services, which has been
compiled in objective #2. This directory will be distributed through the
Kalispell Chamber of Commerce and other distribution points. Gift
Certificates will be offered for businesses in the District.
OBJECTIVE # 4: RFP FOR GLACIER PERFORMING ARTS CENTER
Submit a proposal for the location of the Glacier Performing Arts Center to
be located in downtown Kalispell
OBJECTIVE # 5: MASTER PLAN DEVELOPMENT FUND
Partner with other interested parties to develop a Downtown Kalispell
Enhancement Strategy through the guidance of a national consulting firm.
This Enhancement Plan would help chart a course for stimulating private
investment, and help to discover downtown Kalispell's unique economic
potential with action -oriented strategies for implementation.
OBJECTIVE # 6: ESTABLISH DISTRICT GRANT PROGRAM
Co-ordinate with New Business Activity Grants designed to offer an
incentive to locate, upgrade or expand a business in downtown Kalispell.
Develop a Facade Improvement Grant designed to foster a meaningful
impact of visible improvements in downtown Kalispell.
BID Grant Programs
Currently Downtown Great Falls is having great success with their programs.
The New Business Activity Grant is designed to offer an incentive to locate, upgrade, or
expand a business in downtown. It is not a rebate program for deferred maintenance or for
projects that have already started or have been completed. For permanent interior renovation,
thirty percent of the costs for permanent improvements can be awarded for new and expanding
businesses and ten percent of the costs for permanent improvements can be awarded for existing
business enhancement projects. Both project -type awards are not to exced $5000.
The Facade Improvement Grant is designed to foster a meaningful impact of visible improve-
ments in downtown. Our goal is to stimulate investment and development, and to continue
upgrading the appearance of downtown. Grants will be made to qualified projects as determined
by the BID Board on a case -by -case basis. Grants are awarded to property owners and busi-
nesses within the BID boundaries only. Each 50 feet of building front is eligible and is to be
treated as one unit. Each project may obtain one-half (50%) of the project cost up to a maxi-
mum of $2500. If the building is located on a corner lot, the second side of the building is
eligible for an additional grant of one-half (50%) the project costs up to a maximum of $2500.
Buildings other than corner lots that have exposed sides and backs may also be eligible for a
grant. The matching formula for these projects is 25% of the total cost up to a maximum of
$1250.
A business or property may be eligible for all grants at a given application time or for a given
project.
The above grants have generated very good response in Great Falls
New Business Activity Grants since 1998 (39) applications resulting in approximately $100,000
in grant awarded funds.
Facade Improvements since 1992 (60) applications resulting in approximately $175,000 in
grant awarded funds.
DOWNTOWN GIFT CERTIFICATE PROMOTION
Very well received!! Administered by their downtown merchants assn., but could be managed
by the BID board, without much hassle. could link to our website to purchase. Only redeem-
able at participating stores downtown.
DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
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ORDINANCE NO.1468
AN ORDINANCE ESTABLISHING THE REGULATIONS OF THE KALISPELL
DOWNTOWN BUSINESS LMPROVEMENT DISTRICT, AUTHORIZING THE CITY
ATTORNEY TO CODIFY THIS ORDINANCE AND DECLARING AN EFFECTIVE
DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF KALISPELL, MONTANA,
AS FOLLOWS:
SECTION 1. The Kalispell Downtown Business Improvement District created by
Resolution on June 16, 2003, pursuant to Title 7 Chapter 12 Part 11, shall have a term of
ten (10) years.
SECTION 2. The exterior boundaries of the District are described as follows:
Commencing at the intersection of Main and Center Street which is the True Point
of Beginning; thence easterly along the centerline of East Center Street, 616 feet,
more or less, to a southerly extension line of the west boundary of Lot 2, Phase
Iof Kalispell Market Place; thence northerly to the southwest comer of said Lot 2;
thence continuing northerly along the west boundary of Lot 2 to the northwest
comer of said Lot 2; thence easterly along the northern boundary of and to the
northeast comer of said Lot 2; thence southerly along the easterly boundary of
said Lot 2 to the southeast corner of said Lot 2; thence continuing southerly on 2"4
Avenue East to an easterly extension line of Lot 1 of Block 37, Kalispell Original;
thence westerly to the southeast comer of said Lot 1; thence continuing westerly
along the southerly boundary of said Lot 1 to the centerline of the alley in of said
Block 37; thence southerly through the alley to I" Street East; thence continuing
southerly through the allev between Linderman School and Block 44 of Kalispell
Original; thence continuing southerly through the alley of Blocks 57 and 64 of
Kalispell Original to 4t° Street East; thence continuing southerly through the alley
of Block 77 to an easterly extension line of Lot 17 of Block 77, Kalispell
Original; thence westerly along the southern boundary of said Lot 17 and crossing
I" Ave East to the southeast comer of Lot 2 of Block 76, Kalispell Original;
thence continuing westerly along the southern boundary of said Lot 2 to the alley
in said Block 76; thence southerly through the alley to an easterly extension line
of Lot 20 of Block 76; thence westerly along the southern boundary of said Lot 20
and to the centerline of Main Street; thence northerly along Main Street to the
intersection of 4 h Street; thence westerly along the centerline of 4d' Street East to
a southerly extension of the alley of Block 67 of Kalispell Original; thence
northerly through said alley to the centerline of 3rd Street West; thence easterly
along 3.d Street West to the centerline of ls` Avenue West; thence northerly along
I" Avenue West to an easterly extension line of the southern boundary of Lot 7 of
Block 54, Kalispell Original; thence westerly along the southern boundary of said
Lot 7 to the alley; thence northerly through the alley, crossing 2Id Street West and
continuing northerly through the alley of Block 47 of Kalispell Original, to an
easterly extension line of the southern boundary of Lot 18 of Block 47; thence
westerly along the southern boundary of said Lot 18 to the centerline of 2nd
Avenue West; thence northerly along 2"d Avenue West crossing V' Street West, to
a westerly extension line of the southern boundary of Amended Lot 17 of Block
34, Kalispell Original; thence easterly along the southern boundary of said
Amended Lot 17 to the alley; thence northerly along the alley to the centerline of
West Center Street; thence easterly to the intersection of West Center Street and
Main Street to the True Point of Beginning. The area of the Kalispell Downtown
Business Improvement District encompasses approximately 42.4 acres.
SECTION 3. Board of trustees -- appointment -- number -- term of office. (1) The
Mayor, with the approval of the City Council, shall appoint seven owners of property
within the district to comprise the board of trustees of the district.
(2) The number of members of the board, once established, may be increased to
up to seven members from time to time by subsequent resolutions of the City Count;il of
the local government. A resolution to reduce board membership may not require
resignation of any member prior to completion of his appointed term.
(3) Three of the members 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 n
seven -member commission, there must be two additional appointments for terms of 2
years and 3 years, respectively.
(4) After initial appointment, members must be appointed for a term of office of 4
years, except that a vacancy occurring during a term must be filled for the unexpired
term. A member shall hold office until his successor has been appointed and qualified.
SECTION 4. Organization of board of trustees -- no compensation. (1) The City
Council shall designate which member of the board is to be the first chairman. When the
office of chairman of the board becomes vacant thereafter, the board shall elect a
chairman from among its members. The term of office as chairman of the board, unless
otherwise prescribed by the City Council, must be for 1 calendar year or for that portion
thereof remaining after each chairman is designated or elected.
(2) Members may receive no compensation.
SECTION 5. Removal of board member. A member of a board of trustees may be
removed by the Mayor with the consent of the City Council.
SECTION 6. Powers of board in administering district. The board in administering the
business improvement district has all powers necessary to carry out the functions of the
district contained in this ordinance creating it, including the power to:
(1) sue and be sued, enter into contracts, and hire and terminate personnel needed for its
purposes;
(2) provide special police, maintenance, or cleaning personnel for the protection and
enjoyment of the general public using the business district;
(3) landscape and beautify public areas and to maintain those areas;
(4) contract with the City Council to maintain, operate, or repair public parking facilities;
(5) contract with the City Council to maintain streets, alleys, malls, bridges, ramps,
tunnels, landscaping, and other public facilities as mutually agreed upon;
(6) promote private investment and business expansion in the district;
(7) provide for the management and administration of the affairs of the district;
(8) promote business activity by advertising, decorating, marketing, and promoting and
managing events and other actions designed for the general promotion of business
activities in the district; and
(9) perform such other functions as are necessary to carry out the purposes of this part
and to further the objectives of the district.
SECTION 7. Annual budget and work plan -- approval -- procedure -- tax. (1) At a time
determined by the City Council, the board shall submit to the City Council for approval a
work plan and budget for the ensuing fiscal year.
(2) Following public notice that a work plan and budget have been submitted and
that the City Council will levy an assessment to defray the cost of the work plan and
budget, the City Council shall hold a public hearing on objections to the work plan and
budget. After the hearing, the City Council may modify the work plan and budget as it
considers necessary and appropriate.
(3) After approval of the work plan and budget and to defray the cost thereof for
the next fiscal year, the City Council shall by resolution levy an assessment upon all of
the property in the district using as a basis one of the methods prescribed in MCA 7-12-
1133.
(4) A copy of the resolution shall be delivered to the treasurer of Flathead County
to be placed on the tax roll and collected in the same manner as other taxes.
SECTION 8. Assessment of costs -- area, lot, taxable valuation, and square footage
options. (1) At the same time the board submits the annual budget and work plan to the
City Council as provided in MCA 7-12-1132, the board shall also recommend to the City
Council a method of levying an assessment on the property within the district which will
best ensure that the assessment on each lot or parcel is equitable in proportion to the
benefits to be received.
(2) The City Council shall annually assess the entire cost of the district against the
entire district using a method which best ensures that the assessment on each lot or parcel
is equitable in proportion to the benefits to be received. In determining the method of
assessment to be used, the City Council shall consider the recommendations of the board.
The City Council shall levy the assessment using one of the following methods:
(a) each lot or parcel of land within such district may be assessed for that part of
the whole cost which its area bears to the area of the entire district, exclusive of streets,
avenues, alleys, and public places;
(b) if the City Council determines that the benefits derived by each lot or parcel
are substantially equivalent, the cost may be assessed equally to each lot or parcel located
within the district without regard to the area of the lot or parcel;
(c) each lot or parcel of land, including the improvements thereon, may be
assessed for that part of the whole cost of the district which its taxable valuation bears to
the total taxable valuation of the property of the district;
(d) each building may be assessed for that part of the whole cost of the district
that the occupied or income -producing area of the building above the first floor bears to
the area of the entire district; or
(e) by using any combination of the assessment options provided in subsections
(2)(a) through (2)(d).
(3) If a district is expanded, the land within the expanded area must be assessed as
provided for in subsection (2) for the duration of the district.
SECTION 9. City Council not to decrease public services. The City Council may not
decrease the level of public services in the district existing prior to the creation of the
district unless the services at the same time are decreased throughout the jurisdictional
area of the City Council, nor may it transfer the financial burden of providing those
services to the districT, Tho Glity 'f7onvil may not discriminate in the provision of
publicly funded semics he Was included in such district and areas not so
included.
SECTION 10. Liability aiwance- r"luircd. The City Council may not approve the
annual budget or the work ltlan srAn sttc l to it by the board unless the annual budget and
the work plan provide for liability in-Noranee coverage insuring the district, the board, and
the City against legal liability for p� nai injury and property damage in an amount
determined sufficient for that purlx4v by the City Council.
SECTION 11. Obligations o'tit tract trot obligations of City. An obligation or debt of
any nature of the district is not an oloh6ation or debt of the City, and in no event is a debt
or obligation of a district payable out of any funds or properties of the City. The debts
and obligations of a district arc payable solely from the funds and properties of the
district.
SECTION 12. T1us Ordinance shall be effective thirty (30) days from andafter the date
of its final passage and approval.
PASSED AND APPROVED BY T11In CITY (70UNCIL AND SIGNED BY THE MAYOR
THIS 2ND DAY OF SFPTEMUkK, 2003.
';melLenna B. Ky
ayor
ATTEST:
Therese a White
City Clerk
Tax Assessment Formula
Taxable Value x .0375%
Lot Size sq. ft. x .015
The Downtown Kalispell B.I.D. arrived at this formula for tax assessment and consider it to be fair and
equitable to all district property members.
Previouse Estimated Tax
TIDYMAN'S $7625
J&TLLC $161
I ST INTERSTATE $6725
WYCKMAN'S $562
Actual Arrived Tax
$7413
$165
$5705
$542
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KALISPELL DOWNTOWN
BUSINESS IMPROVEMENT DISTRICT
BYLAWS
April, 2004
ARTICLE 1- INTRODUCTION
Section 1: Name
The name of this business improvement district shall be the "Kalispell Downtown Business
Improvement District."
Section 2: Territory
The Kalispell Downtown Business Improvement District shall conduct activities within the
boundaries described in Kalispell City Council Resolution No. XXXX, or as may be later amended.
Section 3: Description
The Kalispell Downtown Business Improvement District is an entity created by the
Kalispell City Counsel pursuant to Title 7 Chapter 12 Part 11 The Business Improvement District
Act of the Montana Code Annotated and from which it derives its powers and authority.
Section 4: Offce and Mailing Address
The mailing address of the District is: P.O. Box 937 • Kalispell, MT 59903
ARTICLE II- PURPOSE
The purposes for which the business improvement district was formed is:
1. to serve a public use; promote the health, safety, prosperity, security, and general welfare
of the inhabitants of the Business Improvement District, the City of Kalispell and of the people of
the state of Montana; and to be of special benefit to the property within the boundaries of the
business improvement district.
2. To provide through various means, a framework for the study, prevention and combating
of the deterioration of the downtown of Kalispell, Montana.
3. The district, in furtherance of its purpose above set forth, shall have all the powers
enumerated in MCA § 7-12-1131.
KALISPELL DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
BYLAWS
Page 1 of 10
4. To plan, direct, recommend, advise, propose and generally to support and assist the
active development of projects within the district in furtherance of these purposes.
ARTICLE III - BOARD OF TRUSTEES
Section 1: Appointments - Number
The Mayor of the City of Kalispell, with the approval of the City Council, shall
appoint seven owners of property within the district to comprise the board of trustees of the district.
"Owner" means a person in whom appears the legal title to real property by deed duly recorded in
the county records or a person in possession of real property under claim of ownership for himself
or as the personal representative, agent, or guardian of the owner. The number of members of the
board, once established, may be changed to be no less than five and no more than seven, from time
to time, by subsequent resolutions of the City Council. A resolution to reduce board membership
may not require resignation of any member prior to completion of his or her appointed term.
Section 2: Terms
One of the members who are first appointed must be designated to serve for the term of one
year. Two of the members who are first appointed must be designated to serve for the terms of 2,
3, and 4 years, respectively, from the date of their appointments. After initial appointment,
members must be appointed for a term of office of 4 years, except that a vacancy occurring during
a term must be filled for the unexpired term. A member shall hold office until his successor has
been appointed and qualified.
Section 3: Organization — Compensation - Removal
(1) The Mayor shall designate which member of the board is to be the first chairperson.
When the office of chairperson of the board becomes vacant thereafter, the board shall elect a
chairperson from among its members. The term of office as chairperson of the board must be for ]„
calendar year or for that portion, thereof remaining after each chairperson is designated or elected.
(2) Members may receive no compensation.
(3) A member of a board of trustees may be removed by the Mayor with the consent of the
City Council.
Section 4: Powers
The board in administering the district has all powers necessary to carry out the functions of
the district contained in the ordinance creating it, including the power to:
(1) sue and be sued, enter into contracts, and hire and terminate personnel needed for its
purposes;
KALISPELL DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
BYLAWS
Page 2 of 10
(2) provide special police, maintenance, or cleaning personnel for the protection and
enjoyment of the general public using the business district;
(3) landscape and beautify public areas and to maintain those areas;
(4) contract with the governing body to maintain, operate, or repair public parking facilities;
(5) contract with the governing body to maintain streets, alleys, malls, bridges, ramps,
tunnels, landscaping, and other public facilities as mutually agreed upon;
(6) promote private investment and business expansion in the district;
(7) provide for the management and administration of the affairs of the district;
(8) promote business activity by advertising, decorating, marketing, and promoting and
managing events and other actions designed for the general promotion of business activities in the
district; and
(9) perform such other functions as are necessary to carry out the purposes of this part and
to further the objectives of the district.
Section 5: Meetings
1. Regular Meetings. Regular meetings by the Board may be held upon five (5) days notice in
writing or email. The regular meeting schedule shall be determined by resolution of the Board and
posted at City Hall, 312 First Avenue East, Kalispell, Montana 59901. An agenda of each meeting
shall also be posted at City Hall and mailed or e-mailed to each Trustee no fewer than five (5) days
prior to the meeting date.
2. Special Meetings. Special meetings of the Board shall be held upon the request of the
Chairperson or any three (3) Trustees and at such meetings any business of the District specified in
the notice may be transacted. Notice of each special meeting of the Board of Trustees shall be
given personally, by telephone or email to each Trustee at least (3) days before the day of the
meeting or by mail at least seven (7) days before the day of the meeting and shall state the business
to be transacted, and the time and place the meeting is to be held.
3. Telephonic Participation. One or more other members of the Board of Trustees may
participate in a meeting of the Board of Trustees by means of a conference telephone or similar
communications equipment that allows all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence in person at a meeting.
4. Place — Public Participation. Meetings of the Board of Trustees may be held in such
place as may be determined from time to time by the Board of Trustees and be open to all owners
of property within the Business Improvement District and the public. Notice and procedure of all
meetings shall comply fully with the Open Meetings Act of the Montana Code Annotated and shall
allow public comment.
Section 6: Quorum and Voting
A quorum at meetings of the Board shall be a majority of those Trustees currently holding
office.
KALISPELL DOWNTOWN BUSINESS IMPROVEMENT DISTRICT
BYLAWS
Page 3 of 10
All votes shall be by simple majority of those present and voting, except for the following
subjects where a majority of all Trustees currently holding office is required:
1. Approval of unbudgeted expenditures over $2,500.
2. The appointment of the Executive Trustee.
3. The approval of any contract with a value of $10,000 or more.
Proxies shall not be legal or permitted at any meeting of the Board of Trustees.
Section 7: vacancies and Resignations
Any Trustee may resign at any time and any such resignation shall be effective upon delivery
thereof in writing to the Mayor without necessity for acceptance by the Board. The Mayor shall
appoint those vacancies as they may occur. A Trustee appointed to fill a vacancy shall serve the
remaining term of his predecessor.
Section 8: Order of Business
The order of business at all meetings of the Board of Trustees shall be as follows:
1. Taking of the roll.
2. Input from membership and public.
3. Approval of the minutes.
4. Election and appointment of any Trustees and officers.
5. Reports of officers.
6. Reports of committees.
7. Unfinished business and any necessary resolutions.
8. New business and resolutions.
9. Miscellaneous.
ARTICLE IV - OFFICERS AND OTHER PERSONNEL
Section 1: Officers
The Board of Trustees shall elect officers from the membership of the Board at its annual
reorganization meeting, including a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board may also appoint such other officers as the Board may from time to time
determine.
Section 2: Duties and Powers of Office
1. President. The President shall be chairperson of the Board and shall be charged with the
supervision of the administration of its business and affairs subject to the direction of the Board of
Trustees.
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2. Vice -President. The Vice President shall, in the absence of the President, perform the
functions and have the power, and duties of the President. The Vice President shall have other
powers and perform such other duties as may from time to time be prescribed by the Board.
3. Secretary. The Secretary shall keep the minutes of all meetings of the Board and the
membership meetings and shall perform all other duties usual to the office.
4. Treasurer. The Treasurer shall perform all of the duties as customary to that office and
shall serve as custodian of any funds delegated to him/her. Such checks and vouchers that may be
necessary for the conduct of the affairs of the District shall be signed by the Treasurer or such other
officer or officers or employees of the District as may be authorized from time to time by resolution
of the Board of Trustees.
Section 3: Compensation of Trustees
No Trustee may be an employee of the District. Any transactions in excess of $100.00
between the District and a Trustee or business interest of a Trustee shall avoid the existence of or
appearance of a conflict of interest. In the event that such a transaction may exist and is determined
to be in the best interests of the District, the Board of Trustees must approve it by a 2/3 majority
vote of all Trustees currently holding office and must document the transaction with an explanation
of its benefit to the District, the alternatives that were considered and why those alternatives were
not chosen. A statement to this effect shall be filed with the Board minutes at the time the Board of
Trustees approve the transaction. Any resolution for continuance of this compensation and
payments shall require ratification at the next annual meeting of the members.
Section 4: Election of Officers
The officers of the District shall be elected by the Board of Trustees at the annual meeting of
the Board except any vacancies that may be filled at any regular or special meeting. All officers
shall hold office until the next annual meeting of the Board and until their successors have been
elected and shall qualify unless removed from office prior thereto by action of the Board. The
Board shall promptly fill vacancies resulting from such removal action by the Board or from the
death or resignation of officers.
Section 5: Bond of the Treasurer
The Treasurer shall, if required by the Board of Trustees, give the District such security for
the faithful discharge of his duties as the Board may direct. The cost of any such security shall be
borne by the District.
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ARTICLE V - COMMITTEES
Section l: Standing Committees, Special Committees and Committees of the District
The President may appoint from among its members standing committees, except the
Elections Committee, each to consist of at least one (1) Trustee. Special committees on any subject
in which there are no standing committees may also be created from among the members by
resolution adopted by a majority of the entire Board. Each committee shall have such authority of
the Board as may be delegated to it as set forth in the resolution adopted by the Board. Each
committee shall keep minutes of proceedings and report to the Board. A Trustee must chair all
committees. Each committee member shall have one vote.
All members of the District are encouraged to attend and become voting members of the
following committees: Nominating and Election, Finance, Marketing and Promotions, Business
Recruitment and Retention, and Government Relations and Public Services.
Section 2: Standing Committees
The standing committees of the Board shall be as follows:
1. Executive
2. Nominating
3. Finance
4. Marketing and Promotions
5, Business Recruitment and Retention
6. Government Relations and Public Services
Section 3: Executive Committee
The District shall have an Executive Committee consisting of the officers of the District. This
committee shall perform the functions of the Board of Trustees in the management of affairs of the
District during the intervals between meetings of the Board.
All action taken by the Executive Committee shall be reported at the next meeting of the
Board. The Executive Committee shall not have the authority as to the following matters:
1. Any action specifically required to be taken by the full Board of Trustees.
2. The filling of vacancies in the Board of Trustees.
3. The amendment or repeal of any resolution by the Board, which by its terms shall not be
so amendable or repealable.
It shall also review financial reports prepared by the Treasurer of the District and shall
review and make recommendations with respect to the financial affairs of the District.
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Section 4: Nominating Committee
The Nominating committee shall consist of at least one (1) Trustee. The Committee shall
prepare a slate of candidates for Trustees.
Section 5: Finance Committee
The Finance Committee shall consist of the Treasurer and at least three other members and
shall oversee financial records, prepare financial reports and present these at regular and annual
meetings.
The Finance Committee shall prepare an annual budget for the District that shall be submitted
to the Board of Trustees for approval.
Section 6: Promotions and Events, Business Retention and Development, Government Relations
and Public Services, and Image Marking Committees
These committees shall be established by the Board of Trustees as soon as is practicable after
the organizing meeting and shall provide for member representation that best serves the mission of
the BID in the respective program areas. The responsibilities of these committees will be to
develop, direct and oversee these programs as generally described in the BID Plan.
Section 7: Other Committees
The Board may establish other committees to provide direction, recommendations and
guidance and evaluation in various program areas. They may seek recommendations and reports
from Executive staff regarding needs, opportunities and progress in each primary program area, and
make recommendations to the Board for approval of new and revised programs, and policies of the
District.
ARTICLE VI- INDEMNIFICATION
To the fullest extent permitted by law, either directly or by the purchase of insurance or in
part directly and in part by the purchase of insurance, the District shall indemnify each natural
person, or if deceased, his personal representative made or threatened to be made a party to any
action or proceeding, civil or criminal, including an appeal therein against the reasonable expenses,
attorney's fees, judgments, fines and amounts paid in settlement if such person is made or
threatened to be made a parry by reason of the fact that he is or his testator or intestate is or was: (1)
an officer, Trustee or employee of the District, or (2) an officer, Trustee or employee of or served
in any capacity in any other enterprise, at the request of this District, provided that in case of a
person serving as an employee or in any other capacity in any other District, partnership, joint
venture, trust or other enterprise, that such person was at the time so designated to serve by this
District, an employee of this District, or (3) the occupant of a position or a member of a committee
or board or a person of a position or a member of a committee or board or a person having
responsibilities under federal or state law, including but not limited to responsibilities under the
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Employee Retirement Income Security Act of 1974, who was appointed to or served in or assumed
the responsibility of such position or to such committee or board or at the request or direction of the
Board of this District or by an officer of this District, provided only that such person acted in good
faith for a purpose which he/she reasonably believed would be in the best interest of the District or
in the case of service for any other District or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to the best interests of this District, and, in criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful.
The District's obligations under this Article shall he reduced by the amount of any insurance
which is available to any such person whether such insurance is purchased by the District or
otherwise. The right of indemnity created herein shall be personal to the officer, Trustee, employee
or other person and their respective legal representatives and in no case shall any insurance carrier
be entitled to be subrogated to any rights created herein.
ARTICLE VIII- ANNUAL REPORT
At the annual meeting of members, the Board shall present a report, verified by the
President and Treasurer or by a majority of the Trustees or certified by an independent public or
certified public accountant or a firm of such accountants selected by the Board, showing in
appropriate detail:
1. The assets and liabilities, including trust funds, of the District as of the end of the fiscal
year preceding the date of such meeting;
2. The principal changes in the assets and liabilities of the District, including trust funds,
during such fiscal year;
3. The revenue or receipts of the District both restricted and unrestricted to particular
purposes, during such fiscal year;
4. The expenses or disbursements of the District, for both general and restricted purposes,
during such fiscal year;
5. The number of members of the District as of March I, together with a statement of increase
or decrease in such number during such fiscal year, and a statement of the place where the names
and places of residence of current members may be found; and
6. The total assessed values of all real estate that is included in the Business Improvement
District.
7. The amounts and descriptions of transactions entered into by the District with any Trustee
or business interest of a Trustee and the statements filed with Board minutes at the time of approval
of such transactions.
Such report shall be filed with the records of the District and either an abstract or a copy
thereof entered in the minutes of the proceedings of the annual meeting of members.
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ARTICLE VIII - CONSULTANTS, INDEPENDENT CONTRACTORS AND EMPLOYEES
The Board may retain, on behalf of the District, such consultants and/or independent
contractors, and/or employees as it may find desirable and appropriate from time to time. The
compensation to be paid and responsibilities provided to such consultants and/or independent
contractors and/or employees shall be determined in the discretion of the Board
ARTICLE IX - GIFTS AND INVESTMENTS
The Board may accept gifts on behalf of the Business Improvement District to be disposed as
the Board of Trustees chooses. The Board shall have the power to make investments of the funds
of the District and to change the same and sell, from time to time, any part of the securities owned
by the District or any rights or privileges that may accrue thereon.
ARTICLE X- CONTRACTS, CHECKS AND OTHER INSTRUMENTS
The Board may authorize any officer, officers or employee of the District, in the name of or
on behalf of the District, to enter into any contract or to execute and to deliver any instrument, or to
sign checks, drafts, endorsements, notes or other evidences of indebtedness of the District. Such
authority may be general or confined to specific instances, but unless so authorized by the Board or
by these Bylaws, no officer or employee of the District shall have the power or authority to bind the
District by any contract or engagement or to render it pecuniary liable for any purpose or for any
amount.
ARTICLE XI — LOANS
No loan shall be contracted on behalf of the District and no negotiable paper shall be issued
on its behalf unless authorized by the vote of the Board. When so authorized by the Board, any
officer of the District may affect loans and advances at any time for the District from any bank,
trust company or other similar institution, or from any firm, District or individual. Such authority
may be general or confined to specific instances. No loans, other than through the purchase of
bonds, debentures or similar obligations of the type customarily sold in public offerings, or through
the ordinary deposit of funds in a bank, shall be made by the District, to its Trustees or officers, or
to any other District, firm association or other entity in which one or more of its Trustees or officers
are Trustees or officers or hold a substantial interest.
ARTICLE XII - MISCELLANEOUS
Section 1: Fiscal Year
The fiscal year of the District shall be:
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Section 2: Procedure
The most recent edition of Roberts Rules of Order to the extent not provided for herein shall
govern procedure of meetings of the District.
ARTICLE XIII - AMENDMENTS
These Bylaws may be added to, amended or repealed in whole or in part by a 3/4 vote of the
Board of Trustees at a properly noticed regular or special meeting.
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