Board of Directors & Bylaws

Downtown Manhattan Inc.

President:  Adam Peyton:  owner, AJ’s Pizzeria

Vice-President:   Jay Nelson:  owner, Strecker/Nelson Art Gallery

Treasurer:  Clint Sandmann, owner, Stewart Advisory Services

Board Members at Large:

     Mike Thomason:  owner, ProCopy

     Jan Meyer:  owner, Arlan’s Fine Wines & Mimi’s Cheese & Other Delights

     Brad Simonsson:  general manager, Manhattan Town Center Mall

     Blade Mages:  owner, 502 Media

     Matt Goss:  owner, Syndicate Tattoo

     Kevin Harris:  owner, Chef Café

Ex-Officio Board Members:

      Lyle Butler:  President, Manhattan Area Chamber of Commerce

     Karen Davis:  City of Manhattan Community Development

     Monty Wedel:  Riley County

Staff:

     Gina Scroggs:  Executive Director, DMI

     Linda Vescio:  Administrative Assistant, DMI

Steve Still:  Maintenance, DMI

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BYLAWS

DOWNTOWN MANHATTAN, INCORPORATED

ARTICLE I

Name and Principal Office of Corporation

Section 1.        The name of this corporation shall be Downtown Manhattan, Inc. (hereinafter referred to as “the Program”).  The principal offices shall be in the City of Manhattan, Kansas.

 

 

ARTICLE II

Purpose

 

Section 1. Downtown Manhattan, Inc. is a not-for-profit community volunteer agency that is organized to achieve the following objectives:

 

1)      Enhance the economic vitality of the City’s center by: building key relationships and collaboration among a broad range of public and private sector groups, organizations and constituencies.  To create partnerships involving the Downtown Manhattan, Inc. organization, Downtown property and business owners, local government officials, the Chamber of Commerce and all interested citizens. We endeavor to enhance the economic vitality of downtown through:  advocating for best practices that enable small business to thrive, strengthening existing businesses and recruiting new businesses and promoting and marketing the district as a whole. We aim to host and support community events with the purpose of bringing patrons to the district.

 

2)  We endeavor to assist in the community’s heritage and aesthetic appeal by maintaining and enhancing our streetscape design by creating a physical image of downtown which is attractive to shoppers, investors, business owners and visitors. Working with City government and local businesspersons we strive to create usable public spaces by directing design, infrastructure and ordinance improvement activity.

 

 

 

Section 2.        The Program operates as a non-profit, tax-exempt entity pursuant to Section 501(c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).  No part of the net earnings of the Program shall inure to the benefit of any of its members or any other individual; and the Program shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

 

 

ARTICLE III

Membership & Voting Privileges

 

Section 1. Businesses paying a Downtown Business Improvement District (DBID) assessment will automatically be considered a member of DMI and each business shall be entitled to one vote on general membership issues.  Not-for-profit businesses located within the DBID will also be considered members of DMI and entitled to vote.  Additionally, property owners who are assessed and pay a DBID fee for vacant properties will also have voting privileges of the general membership.  No business entity will be allowed more than one vote.

 

 

Section 2.        Those individuals and businesses outside of the defined boundaries of the DBID who wish to contribute financially to DMI are encouraged to do so and will be known as DMI Friends.  Downtown Manhattan, Inc. offers certain services and benefits in appreciation of these voluntary contributions, but businesses outside the Downtown Business Improvement District will not be members and therefore have no voting privileges.

 

Section 3.        The Board may, at its discretion suspend the voting privilege of any member business which has been and remains in default of  its financial obligations to the DBID for a period of three (3) months or longer.

 

 

 

 

 

ARTICLE IV

Membership Meetings

 

Section 1.        An annual meeting of the membership shall be held in each calendar year at such time and place as may be determined by the Board for the transacting such business as may be properly brought before the meeting.  Notice shall be sent to the entire membership fifteen (15) days prior to the Annual Meeting.

 

Section 2.        Special meetings for the membership shall be held at any time and place as may be designated in the notice of said meeting, upon call of the President or the Board of Directors either at their own request or upon written petition by at least ten active members.  Notice in any publication of the corporation or delivery to each member via mail, e-mail, hand delivery or phone call shall constitute sufficient notice.

 

Section 3.        Written notice of every meeting of the membership, stating the place, date and hour of the meeting, shall be given either personally or by mail or e-mail or by phone call to each member not less than three nor more than thirty days before the date of the meeting.  If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage thereon prepaid, addressed to the members at their addresses as they appear on the Program’s record of membership.  Other interested parties shall be given such notice of meetings as the Board shall deem appropriate.

 

Section 4.        Fifteen members in good standing at the time shall constitute a quorum for the transaction of business at all meetings of the membership, except as otherwise provided by statute, by Articles of Incorporation, or by these Bylaws.  If a quorum is not present or represented at any meeting of the membership, a majority of the members entitled to vote thereat, present in person may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  If the adjournment is for more than 45 days, a notice of the adjourned meeting shall be given to each member.

 

Section 5.        When a quorum is present at any meeting, the vote of the majority of the active members present in person shall decide any questions brought before such meetings, unless the Articles of Incorporation or these Bylaws require a different vote, in which case such express provisions shall govern and control the decision.

 

 

ARTICLE V

Board of Directors

 

Section 1.        The Program shall be governed by a Board of ten (10) Directors, nine (9) of whom shall be elected by the members.  To serve on the DMI Board of Directors (DMI BOD), one must be an owner or representative of a for-profit DMI member business in good standing.  The tenth member shall be the Executive Director of the Program. The term of office for each Director DMI Board Member shall be three (3) years.

 

Vacancies created by the expiration of the terms of Board members shall be filled by elections held annually by ballot delivered via email to each active DMI member. Board elections shall be held annually in October after the annual membership meeting, with newly elected members assuming office on January 1st of the following year.  Nominations to the Board shall be made by the Nominations Committee appointed by the Board and shall be set forth in the ballots to be sent to members.  Each active DMI Member business is entitled to one ballot. No Board member shall serve on the Board longer than three years consecutively.  An outgoing Board member may run for re-election to the Board after one year’s hiatus.  Each Board Member shall hold office for the term to which elected. Qualified other persons, including representatives of the City, County, Chamber of Commerce or other organizations the Board may designate, may be asked to serve on the board in a non-voting capacity.

 

Section 2.        Any vacancy occurring in the Board (other than a vacancy resulting from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of the current members of the Board.  A Board Member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor.  Any Board Member may resign by submitting written notice of resignation to the Board President.  Any Board Member may be removed from office at any time with cause by the affirmative vote of two-thirds of the Board Members in office.  Any Member of the Board who is absent from two consecutive regular meetings without just cause for such absence may be removed as a member of the Board.

 

Section 3.        The Executive Director of the Program shall be a non-voting member of the Board and shall be present at all meetings of the Board.

 

Section 4.        The Board of the Program may hold regular and special meetings.  Regular meetings shall be held not less than six times each year.  Special meetings of the Board may be called by the President, or by four or more Board Members.  Written notice of the time, place, and agenda for both regular and special meetings shall be given to each Board Member either by personal delivery or by mail, phone or e-mail at least two (2) days before the meeting.

 

Section 5.        At all meetings of the Board, a majority of the voting members thereof shall constitute a quorum for the transaction of business.  If a quorum shall not be present at any meeting of the Board, the Board Members present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 6.        Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all members of the Board consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings.  Such consent shall have the same force and effect as a unanimous vote of the Board.

 

Section 7.        All members of the Board of Directors shall review and comply with DMI’s conflict of interest policy.

 

 

 

ARTICLE VI

Committees

 

Section 1.        Committees may be formed on an as-needed basis by the Executive Director or by a vote of the Board of Directors.  Committees may be composed of members of the DBID as well as individuals outside the DBID.

 

ARTICLE VII

Officers

 

Section 1.        Annually, in January, the officers of the Program shall be elected by the Board Members from among their members and consist of a President, Vice-President and Treasurer.  The officers will be elected by the Board from among current members of the Board of Directors who have served at least one term. Elections of officers will be held in December, after the annual election of the Board members.

 

Section 2. Except as herein after provided, the officers of the Program shall each have such powers and duties as generally pertains to their respective offices, as well as those that from time to time may be conferred by the membership or the Board of Directors.

 

A.        President.        The President shall preside at all business meetings, but may arrange for another officer to preside. The President shall perform such duties as are usually incumbent upon that officer and such as may be directed by resolution of the Board.   To be eligible to serve as President an individual must have been a sitting board member for at least one year.

 

B.        Vice-President.        The Vice-President shall have such duties and responsibilities as the President of the Board may from time to time prescribe.  Should there be a vacancy of the Presidency at any time, the Vice-President shall assume the office of the President for the remainder of the President’s term of office.

 

C.        Treasurer.        The Treasurer shall, with the assistance of the Executive Director, maintain in good order all financial records of the Program.  The Treasurer shall also have such other duties as may be assigned by the membership or the Board.

D.        Temporary Officers.    In case of the absence or disability of any officer of the Program and of any person authorized to substitute for the officer during such periods of absence or disability, the President may from time to time delegate the powers and duties of such officer to any other officer or any other member.

 

 

ARTICLE VIII

Executive Director

 

Section 1.        The Executive Director is the chief paid staff member of the Program.  This individual is hired by and serves at the discretion of the Board of Directors. The Executive Director of the Program shall manage the daily operations of the Program.  The Executive Director shall be responsible for coordinating the implementation of the Program’s policies and projects and such other duties as the Board may require.  The Executive Director shall receive for his or her services such compensation as may be determined by the Board.

 

Section.  2.      All staff serves at the discretion of the Executive Director with approval of the Board of Directors.

 

 

ARTICLE IX

Finances

 

Section 1.        All checks, drafts, and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Program by any person designated by the Board of Directors.  These individuals may be members of the Board of Directors or DMI staff members.  Upon approval of the budget, the Program is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.

 

Section 2.        All funds paid to the Program shall be deposited to a general operating fund.

 

Section 3.        The Board may accept on behalf of the Program any contributions, gift, bequest, or device for the general purposes or for any special purpose of the Program.

 

Section 4.        All bank accounts shall be reconciled on a monthly basis.  Each month’s finances shall be examined and approved by the Board of Directors.  The organization’s financial documents will be made available to any individual requesting to examine the Program’s finances.

 

Section 5.        Within 60 days of the election of the Board of Directors each year, the Board shall approve a Program budget for the fiscal year.  The approved budget may be reviewed and revised periodically as deemed necessary by the Board.

 

 

Section 6.        The fiscal year of the Program shall begin on the first day of January and end on the last day December in each year.

 

Section 7.        Not later than three months after the close of each fiscal year, the Program shall prepare:

 

A.        A balance sheet showing in reasonable detail the financial condition of the Program at the close of the fiscal year;

 

B.        A statement of the source and application of funds showing the results of the operation of the Program during the fiscal year.

 

Section 8.  DMI’s Board of Directors has the authority to request a financial review of DMI’s finances by a public accounting firm at any time.

 

ARTICLE X
Dissolution

 

Section 1.  Procedure.  Downtown Manhattan, Inc. shall use its funds only to accomplish the objects and purposes specified in these by-laws and no part of said funds shall inure, or be distributed, to the members of Downtown Manhattan, Inc.  Upon dissolution of Downtown Manhattan, Inc., the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the board shall determine.  Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

 

 

ARTICLE XI

Amendments

 

Section 1.        The Board of Directors of the Program shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws by no less than three-fourths vote of the entire Board of Directors, provided that no such action shall be taken if it would in any way adversely affect the Program’s qualifications under Section 501(c)(6) of the Internal Revenue Code of 1986 or corresponding sections of any future law.  Notice of such a meeting to alter, amend or repeal the Bylaws should be given at least fifteen (15) days prior to the said meeting.

 

Revised June 16, 2016 by a two-thirds majority of the general membership present at a meeting called for that purpose.

 

______________________________________________________

Adam Peyton, President

Downtown Manhattan, Inc.

 

 

Downtown Manhattan

Capture the style and spirit of Downtown Manhattan. With over 260 retail, service, and professional businesses located in our downtown district, it serves as a unique location for specialty shopping, community events, and activities.

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