AUBURN DOWNTOWN BUSINESS ASSOCIATION BY-LAWS
Auburn Downtown Business Association
(Herein after referred to as ADBA)
To promote the economic well being of the ADBA, to co-ordinate and represent the ADBA on activities
that effect the downtown area and to maintain good order and housekeeping.
Section 1: Any business operating within the boundaries set forth by the City of Auburn through the
assessment district under Section 111-2.01 pursuant to the provisions of the parking and business
improvement area law of 1965 Section 36000 through Section 36081 as amended.
Section 2: Membership is open to Associate Members on a voluntary basis, with all rights and
privileges. They are as follows:
- Financial Institutions ie. Banks (State Regulated)
- Insurance Companies, Bail Bonds, or other State Regulated businesses
- Commercial Property Owner
The annual fees for Associate members are in the Operating Guidelines of the ADBA
Officers and Board of Directors
The officers shall be the PRESIDENT, VICE PRESIDENT, TREASURER, and SECRETARY
and PAST PRESIDENT. The newly elected President shall appoint three Board Members who will, in
addition to, serve as Committee Chairs. The term of office for these officers shall be one year. IN
ADDITION there will be three elected DIRECTORS. The term of office for these three shall be: one
year for one director and two years for two directors. These eleven officers shall be known as the
BOARD OF DIRECTORS.
Nominations for the BOARD OF DIRECTORS shall be presented by a nominating committee
no later than May 1, of the current ELECTION year.
The annual term of office for the elected BOARD OF DIRECTORS shall be from July 1
through June 30th of the subsequent fiscal year.
Vacancies on the BOARD shall be filled by an individual appointed; with less than 6 months
of term remaining, by the PRESIDENT; with more than 6 months remaining, by the BOARD with approval by the membership. The new appointee shall serve the remaining term the vacancy created.
The PRESIDENT, with the approval of the BOARD OF DIRECTORS, may at any time
remove any Board Member, for the following reasons:
a. a Board Member having missed three consecutive meetings
b. a Board Member no longer in business
c. a Board Member who commits non-authorized use of funds
Duties of the Executive Board
The PRESIDENT shall be the Chief Executive Officer of the ADBA and shall perform all
duties commonly incident to that office and shall preside at all meetings of the BOARD OF
DIRECTORS and GENERAL MEMBERSHIP. The PRESIDENT shall insure proper maintenance of all
records, minutes and contracts as well as the administration of the Business Alert, and Email systems.
The PRESIDENT will insure that all systems and programs of the ADBA are reviewed and kept up to
date. The PRESIDENT shall receive notice of all committee meetings and shall be privileged to attend.
The PRESIDENT shall also be an ex-officio non-voting member of all committees.
The VICE PRESIDENT may assume and perform the duties of the PRESIDENT in
the absence or disability of the PRESIDENT and shall perform such duties and have such other
powers as the EXECUTIVE BOARD or PRESIDENT shall designate. The VICE PRESIDENT shall
receive notice of all committee meetings and shall be privileged to attend.
The TREASURER shall keep adequate and correct accounts of the ADBA properties
and business transactions; and shall perform such other duties as may be required by the PRESIDENT
or BOARD, or as required by law. The TREASURER shall also act as chair of the Budget Committee.
The SECRETARY shall see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; shall keep the Minutes of all proceedings of meetings
of the BOARD OF DIRECTORS; and shall perform such other duties as are incident to the office or as
assigned by the PRESIDENT or BOARD.
THE PAST PRESIDENT:
The PAST PRESIDENT shall be a member of the Budget Committee and
shall perform such duties and have such other powers as the EXECUTIVE BOARD or PRESIDENT
There shall be MONTHLY General Membership meetings of the ADBA and there shall be
monthly BOARD OF DIRECTORS meetings, held at a time and place as designated by the BOARD OF
Special meetings can be called by the PRESIDENT or any three Board Members, by
providing written notice to all other Board Members three days in advance of the special meeting.
A majority of the members of the BOARD OF DIRECTORS shall constitute a quorum for the
transaction of business at regularly scheduled or special BOARD meetings.
All meetings shall be conducted in a business-like manner.
Inspection/Maintenance of Books and Records
Section 1: All books and records provided for by statute shall be open to inspection by Local , State,
and Federal agencies.
Section 1: A simple majority of members present is required on any regular business presented during
a general meeting.
Section 2: In case of a tie, the PRESIDENT will be authorized one vote.
Section 3: Each Business member shall have one vote and shall be limited to Owners, Managers or an
Dues, Assessments, Financial Responsibilities and Signatory Officers
Dues are assessed as defined in the parking and improvement area law of 1965, ordinance
#596 and as outlined in the ADBA Operating Guidelines, for Associate Members.
The BOARD OF DIRECTORS may, at its discretion, determine the method and designate
the Signatory Officers or persons to execute any instrument or document, or to sign the ADBA name
without limitation, except where otherwise provided by law and such execution of signature shall be
binding upon the ADBA.
The BUDGET COMMITTEE will submit a budget at the March Board of Directors meeting
and the June general meeting. This budget will be acted upon at the July General Membership
The PRESIDENT may expend up to $500.00 for emergency purposes with the approval of
the ADBA OFFICERS, and must be included in the next Treasurers report.
The CAPITAL PROJECT ACCOUNTS set monies aside for long term improvement projects
and to redirect the use of these moneys for something other than their original use requires the same
voting requirements as a change in the ADBA Bylaws as specified in Section 12.
No Member shall commit funds, available or not, without the consent of the BOARD OF
No outside person or organization can obligate the ADBA funds for any purpose.
Standards of Conduct
Each member of the BOARD OF DIRECTORS shall perform his or her duties, including duties as a
committee member, in good faith and in the best interest of the ADBA.
The fiscal period of the ADBA shall begin on July 1st and end on June 30th of the following year.
Section 1: Amendments; subject to any provision of law applicable to the amendment of Bylaws, these
Bylaws, may be altered, amended or repealed and new Bylaws adopted as follows:
Bylaws may be amended or repealed by the BOARD OF DIRECTORS at any regularly
scheduled Board meeting, providing there is approval by a two-thirds vote of the membership at
two consecutive General meetings there after, and providing there is a one week notification by
mail of Bylaw changes, prior to the 2nd meeting.
This organization will engage in no discrimination based on Race, Color, Creed, Gender or Age, toward
Personnel, Volunteers, Board Members or Individuals who act for the benefit of the ADBA.
Conflict of Interest
No member of the BOARD, OFFICER or other person exercising supervisory power, or any
of their immediate family members can be benefited by the receipt of Funds, Net Earnings or Pecuniary Profit. Providing, however, that this provision shall not prohibit payment or reasonable compensation to any such person for services performed for the ADBA in promoting or furthering any of its public or charitable purposes. Further, no BOARD MEMBER or OFFICER may take any action that would benefit any of these people, unless there is full disclosure of the potential benefit and unless the interested DIRECTOR, if any, does not vote on the transaction.
Committees cannot be comprised of and or demonstrate a majority of personal agenda,
benefit or profit.
The ADBA shall have the following standing committees, each of which shall be chaired as
designated by the Bylaws or appointment by the PRESIDENT.
c. Economic Restructuring
d. Promotion and Advertising
a. The ORGANIZATION COMMITTEE shall consist of the existing Officers and board members. They
shall endeavor to provide thorough communication to the members of the ADBA. They shall administer all business transactions, Insurance issues, abide by and enforce the bylaws and strive to perform their duties to the best interest of the ADBA.
b. The BUDGET COMMITTEE shall consist of not less than three members including the PRESIDENT,
PAST PRESIDENT and the TREASURER. It shall be the function of this committee to assist in the
preparation of the annual budget and to make recommendations concerning such proposed budget to
the BOARD OF DIRECTORS at the March Board meeting and for the June general meeting. This
committee shall also periodically review the annual budget and recommend such revisions as it deems
necessary throughout the year. This committee shall be chaired by the TREASURER.
c. The NOMINATING COMMITTEE of three shall be composed of: The Chairman, appointed by the
PRESIDENT, one member chosen by the BOARD OF DIRECTORS and one member chosen by the
Membership. Nominations for the BOARD OF DIRECTOR shall be opened up April 1, of the current
ELECTION year. The Nominating Committee will present a slate of Officers by May 1 and voting will
take place in June. During the, April and May General Meetings, nominations will also be accepted
from the floor.
The DESIGN COMMITTEE shall consist of not less than three members, with the Chairman
being one of the BOARD OF DIRECTORS. Their duties shall be to address all issues regarding the
appearance of the ADBA district and make recommendations and monthly reports to the BOARD OF
ECONOMIC RE STRUCTURING COMMITTEE shall consist of not less than three members,
with the Chairman being one of the BOARD OF DIRECTORS. Their duties are to focus on the
betterment of the “Economic Atmosphere” within the ADBA district and to make recommendations and monthly reports to the BOARD OF DIRECTORS.
PROMOTION AND ADVERTISING COMMITTEE shall consist of not less than three
members, with the Chairman being one of the BOARD OF DIRECTORS. Their duties are to actively
promote, advertise, and improve consumer awareness of the ADBA district and to make
recommendations and monthly reports to the BOARD OF DIRECTORS.
The BOARD OF DIRECTORS, by resolution, may, from time to time, designate and hold
Committees for specific purposes. The resolution designating the committee shall provide for the
appointment of its members and chairperson, state its purpose and provide for its termination. Such
committees shall have the authority to make recommendations to the BOARD OF DIRECTORS.
All committee members shall have one vote and all matters before each committee shall be
decided by a majority vote of those present. A majority of each committee shall constitute a quorum.
Bylaws adopted – November 5, 1987
Amended – May 1997
Amended – July 10, 2001
Amended – July 3, 2003
Harvey W Roper, President
Ruth Littau, Treasurer