COMMITTEES

Section 1. Executive Committee. There shall be an Executive Committee of the Board of Directors, the membership of which shall not exceed six in number and shall consist of the President, the Vice President, the Treasurer, the Secretary, the Chair of the Finance and Administration Committee, and one other member nominated by the President and approved by the Board of Directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors, other than the power to add to, amend or repeal these Bylaws or any other matters limited by specific resolution of the Board of Directors, in all cases in which specific directions shall not have been given by the Board of Directors; provided, however, that no substantive decision of the Executive Committee shall be effective if disapproved by the Board of Directors unless made pursuant to a specific standing resolution of the Board of Directors. The Executive Committee may fix its own rules of procedure, but shall meet at the request of the President or any three members of the Executive Committee. At every meeting, the presence of not less than three of the members of the Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business. All matters coming before the Executive Committee shall be decided by the affirmative vote of a majority of Executive Committee members present thereat. The Executive Committee shall have power to fill any vacancy in its own number, but any Director so chosen shall serve as a member of the Executive Committee only until the next meeting of the Board of Directors.

Section 2. Standing Committees. The Organization shall have at least six standing committees to be appointed by the Board of Directors, which shall be entitled Advertising and Promotion, Business Development and Retention, Finance and Administration, Membership Development, Planning and Design, and Nominating. All committees shall consist of not less than three members, and no more than twelve members, and shall have as chairperson a member of the Board of Directors of the Organization who shall be responsible for directing and coordinating the affairs of the committee. The terms of the committees shall be for one year commencing at the time of the annual membership meeting. The rules of procedure of such committees shall be determined from time to time by the respective committees. Any committee member may be removed by the Board of Directors in accordance with the procedures for removing one of the Directors in Article 5, Section 8 of Stagecoach Community Development Foundation’s Bylaws and all such committees shall be subject to these Bylaws, including provisions dealing with notice of meeting and voting thereof.

Section 3. Nominating Committee. There shall be a Nominating Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Nominating Committee shall nominate candidates for offices and for directorships by submitting a list of nominees to the membership at their annual meeting. The list of nominees shall include those persons whose names were submitted to the membership at a time not less than twelve days prior to the annual meeting. Other nominations for positions on the Board of Directors may be made at the time of the election of the Board members at the annual meeting. The Nominating Committee’s duties also include but are not limited to the following:

· Recruit and evaluate candidates for membership in the Organization’s standing and special committees

· Present nominees for committee membership to the Board of Directors for its review and approval

· Annual review of Organization’s Bylaws and subsequent recommended changes as appropriate

Section 4. Advertising and Promotion Committee. There shall be an Advertising and Promotion Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Advertising and Promotion Committee’s duties include but are not limited to the following:

· Market a unified, quality image of the Town of Stagecoach as a center of activities, goods and services for residents; university students, faculty, and staff; visitors; tourists; business owners; and investors

· Coordinate advertising, implement special events, and establish and maintain good media relations

· Monitor community and consumer perceptions of the downtown and seek to reverse negative attitudes and build on positives perceptions

· Establish working relationships with community organizations, charities, school clubs and other groups that might participate in promotional activities

· Build a strong network of volunteers to help implement promotional programs

· Work with the Planning and Design Committee to ensure a consistent, high-quality image in signs, advertisements and other graphic material prepared by and associated with the Organization

· Monitor the effectiveness of promotional programs on a regular basis

Section 5. Business Development and Retention Committee. There shall be a Business Development and Retention Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Business Development and Retention Committee’s duties include but are not limited to the following:

· Work to strengthen existing downtown businesses

· Establish a working relationship with local and regional financial institutions, business assistance organizations, and other businesses and agencies that provide assistance in areas related to downtown economic development

· Become familiar with city, regional and state economic development strategies to develop economic development programs for the Organization and Town of Stagecoach

· Continually assess the downtown’s mix of retail, commercial, residential, recreational and civic space

· Work with the Planning and Design Committee to plan and implement incentives to encourage design improvements

Section 6. Finance and Administration Committee. There shall be a Finance and Administration Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Finance and Administration Committee’s duties include but are not limited to the following:

· Monitor all administrative and financial management activities of the Stagecoach Community Development Foundation.

· Prepare annual operating budget for Board review and approval

· Recommend sources, to include membership dues, for raising funds to support the ongoing operation of the Organization

· Ensure that adequate funding is in place at all times

· Monitor performance of Executive Director; prepare annual performance review for Board consideration

· Maintain an inventory of all physical assets owned, leased or rented by the Organization

· Conduct an annual financial audit of all Organization operations, programs and activities

Section 7. Membership Development Committee. There shall be a Membership Development Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Membership Development Committee’s duties include but are not limited to the following:

· Encourage individuals and businesses to join the Stagecoach Community Development Foundation.

· Assist new members in finding positions within the organization that fit their respective qualifications and interests

· Organize and conduct a periodic membership drive

· Promote the development of a strong volunteer network within the Organization

· Work with the Board of Directors to acquaint new board and committee members with the Organization’s goals, activities, policies and procedures

· Assist the Advertising and Promotion, Business Development and Retention, Planning and Design, and Nominating Committees with recruiting new members

Section 8. Planning and Design Committee. There shall be a Planning and Design Committee, the members of which shall consist of a Chairperson appointed by the President with the approval of the Board of Directors and such additional members appointed by the President with the approval of said Chairperson. The Planning and Design Committee’s duties include but are not limited to the following:

Maintain an attractive, coordinated and quality image of the downtown by monitoring the progress of master plans and identifying areas for improvement

Monitor local ordinances and other applicable regulations affecting downtown design issues and work with the Planning and Zoning Commission toward developing a supportive regulatory environment for downtown revitalization activities

Propose design improvement activity relating to building maintenance and rehabilitation, new construction, public improvements, visual merchandising, traffic and parking.

Monitor design changes throughout the downtown areas

Establish a working relationship with local design and construction professionals to share information on the rehabilitation and maintenance of traditional commercial buildings

Conduct and maintain a thorough inventory of downtown properties

Serve as a design resource for downtown property owners

Work with the Advertising and Promotion Committee to ensure that the Organization maintains consistent, quality standards for signage, advertisements and other graphic material

Work with the Business Development and Retention Committee to plan, implement, and administer appropriate incentives to encourage design improvement

Section 4 9. Other Committees. The Board of Directors from time to time may establish other committees, advisory boards, and councils, which shall have such powers and the members of which shall hold office for such periods as the Board of Directors from time to time may determine. Each committee, advisory board, and council shall consist of a Chairperson appointed by the President with the approval the Board of Directors and such other members as are appointed by the President upon consultation with said Chairperson. The rules of procedure of such committees, advisory boards, and councils shall be determined from time to time by the respective committees, advisory boards, and councils. Any such committee, advisory board, or council may be abolished if it is determined by a vote of the Board of Directors that it is no longer needed, but no individual member may be removed except in accordance with the procedures for removing one of the Directors in Section 8, Article V hereof, and all such committees, advisory boards, and councils shall be subject to these Bylaws and shall follow the same provisions for the notice of meetings as those regarding the Board of Directors in Article 5, Section 5 of the Stagecoach Community Development Foundation’s Bylaws.

Section 10. Meeting Notes of Meetings. The Secretary shall keep regular meeting notes of Committee proceedings and such meeting notes shall be placed in the Committee meeting notes book for the Organization, at the Principal Office.