Downtown Cottage Grove Strategic Plan 2022 - 2024
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Downtown Cottage Grove Bylaws
Amended Bylaws of
Cottage Grove Economic & Business Improvement District
dba Downtown Cottage Grove
Article I: Name and Term
The name of this organization shall be the Cottage Grove Economic & Business Improvement District dba Downtown Cottage Grove hereinafter referred to as the DCG, and its duration will be perpetual.
Article II: Offices
Section 1: Principal Office. The principle offices shall be determined from time to time by the[SS1] Board of Directors.
Article III: Purpose
Section 1: The corporation is organized to operate exclusively for charitable and educational purposes within the meaning of Section 501c3 of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law). DCG will work towards elimination of the physical, economic, and social deterioration of downtown Cottage Grove and thereby promote Cottage Grove’s historic preservation, contribute to its community betterment, while lessening the burdens of Cottage Grove’s government, and more specifically:
A. Organization: DCG will aid, support, and promote constructive relationships between local government bodies, organizations, private business, and citizens. DCG will support other charitable and educational organizations with similar purposes. DCG will represent the concerns of the downtown area at the city, county, and special district level.
B. Design: DCG will advocate for the planning and coordinating of design improvements in, or adjacent to, the downtown area including landscaping or other maintenance of the public realm; design services for buildings and signage; improving parking systems; providing information on painting, construction, historic renovation, and preservation; and participating in the planning and development of public interest projects. DCG will, whenever possible, recommend appropriate uses and design standards for downtown development compatible with historic preservation.
C. Economic Vitality: DCG will help educate and assist business and property owners in matters of preservation, promotion, and finance in support of business expansion, development, and recruitment.
D. Promotion: DCG will hold meetings, seminars, and other activities to educate and inform citizens and members on topics of interest and concern to the downtown area that will foster the preservation of downtown and enhance the understanding and appreciation of its history culture, and architecture. DCG will sponsor cultural, employment, and revitalization activities in the downtown area. DCG will issue publications and information regarding its activities and other information relevant to downtown which may include planning studies, organization brochure, informational brochures and guides, event flyers and posters, and a newsletter.
Article IV: Powers
Section 1: General Powers. DCG will have all powers granted by Oregon law. It will also have the power to undertake, either alone or in cooperation with others, any lawful activity which may be necessary or desirable for the furtherance of any or all purposes for which DCG is organized.
Section 2: DCG may invest both assets secured by DCG, and services provided by DCG resulting in development, as program related investments. Any returns from such investment will be used by DCG for the furtherance of any or all purposes for which the DCG is organized. No portion of the returns will inure to the benefit of any member, Director, Coordinator, Office, volunteer, or staff member of DCG.
Article V: Boundaries
Section 1: Boundaries. The Corporation Area shall be that geographic area indicated on the attached map, as established by City of Cottage Grove Ordinance 3067.
Article VI: Members
Section 1: Classes and Voting. Membership of this corporation shall consist of two classifications: full and associate. One vote on corporation business shall be vested to each member holding membership in full classification. Votes may be cast by the duly appointed representative of those members.
Section 2: Qualifications. Full Members are business owners within DCG’s boundaries and are current in payment of assessment as defined by City of Cottage Grove Ordinance 3067, property owners within DCG’s boundaries and are current in the payment of a property assessment as defined by City of Cottage Grove Ordinance 3067, and the City of Cottage Grove.
An Associate Member is any business, corporation, agency, group, or individual etc. who support the activities of the DCG but does not vote. Membership requests from associate members shall be reviewed and approved by the Board of Directors upon receipt of membership dues and a completed application.
Section 3: Termination of Membership. Any Associate Member may resign from membership in the corporation upon giving written notice thereof to the Secretary or the Executive Director of the corporation. Members who resign from membership will not receive refund of dues.
Section 4: Annual Meeting. The membership of the corporation shall conduct an annual meeting at which time corporation business may be transacted. The annual meeting shall be during the month of April or such other time as the Board of Directors may direct. The purpose of the annual meeting will be to elect the Board of Directors for the following year, and any other such business as the Board of Directors may deem appropriate or necessary.
Section 5: Special Meetings. Special meetings of the membership of the corporation may be called by the President of the Board of Directors, or a majority of the Board of Directors, or upon written petition by at least twenty-five percent (25%) of the active membership.
Section 6: Notice of Meeting. A notice stating the purpose, date, time, and place of any meeting of members shall be given at least 10 days prior to the meeting date either by regular or electronic mail. Other interested parties will be given such notice of meetings as the Board of Directors deem appropriate.
Section 7: Quorum and Voting. Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members voting is the act of the members, unless these Bylaws or the law provide differently.
Section 8: Action by Consent: Any action required by law to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members.
Article VII: Board of Directors
Section 1: Duties. The affairs of the corporation shall be managed by the Board of Directors.
Section 2: Number and Qualification. The number of directors shall be 11. Five of the directors shall be business or property owners from Tier 1 in the Corporation Area who are current in the payment of the assessment as defined by City of Cottage Grove Ordinance 3067, or their duly authorized representatives; four of the directors shall be business or property owners in Tier 2 of the Corporation Area who are current in the payment of a property assessment as defined by City of Cottage Grove Ordinance 3067, or their duly authorized representatives; two shall be members-at-large.
Section 3: Ex-officio Members. The City of Cottage Grove may select up to two ex-officio, non-voting members (one staff and one elected official) to serve on the Board of Directors at the discretion of the Board of Directors. The Board of Directors may appoint additional ex-officio, non-voting members as it deems necessary by a majority vote of the board members. These nonvoting representatives shall not be included in the attendance establishment of a quorum.
Section 4: Term and Election. The term of office for Directors shall be three years. A Director may be re-elected for one additional three-year term. The Board shall be elected by the majority of members at the annual meeting of the members.
Section 5: Nominations. The Board of Directors shall appoint a Nominating Committee consisting of five members, which shall include the President and Vice President of the corporation. The Nominating Committee shall solicit names of candidates for the upcoming Board vacancies. The Nominating Committee shall mail the list of nominees to the membership in March. Additional candidates may be placed on the ballot by petition presented to the Nominating Committee, and signed by ten (10) or more current members of the corporation. Additional nominations shall be submitted no later than March 31 of each year.
Section 6: Resignation or Removal. Any director may resign at any time by giving written notice to the president. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation. Any Director may be removed, with or without cause, at a meeting called for that purpose, by a two-thirds vote of the Directors then on the Board of Directors.
Section 7: Vacancies. Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal term of office) may be filled by the affirmative vote of a majority of the current members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the term of his or her predecessor in office.
Section 8: Quorum and Action. At all meetings of the board, a simple majority of the filled positions of the board shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9: Meetings. The Board of Directors may hold regular and special meetings. Regular scheduled meetings shall be held monthly. Special meetings of the board may be called by the President or by four or more Directors. Notice of the time, place, and agenda for both regular and special meetings shall be given to each Director either by personal delivery, mail, phone, or email.
Section 10: Compensation. Directors shall not receive compensation for their services as directors, but the board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a director from serving the corporation in any other capacity and receiving compensation for such service.
Section 11: Meeting by Telecommunications or Computer.
Section 12: Action by Consent. Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. A written communication includes a communication that is transmitted or received by electronic means. Signing includes an electronic signature that is executed or adopted by a Director with the intent to sign.
Article VIII: Committees
Section 1: Executive Committee. The Executive Committee shall be a standing committee of the currently serving officers. The Executive Committee is delegated all of the powers and duties of the Board of Directors when the board is not in session. All actions of the Executive Committee shall be subject to review, revision, or ratification by the Board of Directors at its next scheduled meeting.
Section 2: Standing Committees. The corporation shall have the following standing committees:
a. Organization
b. Promotion
c. Design
d. Economic Vitality
The corporation shall also have such other committees as the Board of Directors may from time to time establish. Committees shall report at least monthly to the Board of Directors. At least one board member shall serve on every committee. Committees shall be appointed by the President with the approval of the Board of Directors. Committees need not be limited in membership to the corporation, but can have representatives from other relevant areas of the community if appropriate.
Article IX: Officers
Section 1: Titles. The officers of this corporation shall be the President, Vice-President, Secretary, and Treasurer.
Section 2: Election. The board of directors shall elect the officers to service one-year terms. An officer may be reelected to serve up to two consecutive one-year terms.
Section 3: Vacancy. Any vacancy in any office may be filled for the balance of the term by majority vote of the entire Board of Directors.
Section 4: Other Officers. The Board of Directors may elect such other officers as it may deem desirable.
Section 5: President. The President shall preside at all business meetings, but may at his or her discretion or at the suggestion of the Directors arrange for another officer to preside at other meetings. The President shall perform such duties as are usually incumbent upon the officer and such duties as may be directed by resolution of the board of Directors.
Section 6: Vice-President. The Vice President shall have such duties and responsibilities as the President or Board of Directors may from time to time prescribe.
Section 7: Secretary. The secretary shall be responsible for taking minutes of all meetings of the Board of Directors and of the general membership. The secretary shall be responsible for notification to members of activities of the corporation. The secretary may, when requested by the president, sign and execute with the president all deeds, bonds, leases, contracts, and other obligations or instrument in the name of the corporation.
Section 8: Treasurer. The Treasurer shall be responsible for maintaining in good order all financial records of the District. The Treasurer shall have other duties and responsibilities as the President, or Board of Directors, may from time to time prescribe.
Article X: Corporate Indemnity
This corporation will indemnify to the fullest extent not prohibited by law any person who is made, or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a Director, officer, employee, volunteer, or agent of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendments to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification – substantively, procedurally, and otherwise.
Article XI: Amendments to Bylaws
The Board of Directors may vote to amend or repeal these Bylaws or to adopt new ones by a majority vote of Directors present, if a quorum is present. Any amendment to the Bylaws to increase the quorum required for any member action or to add to, change, or delete the vote required for any member action must be approved by the members. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
ADOPTED AND APPROVED by the Board of Directors on this 10th day of February, 2021.