BYLAWS OF THE CITYOF SPEARFISH BUSINESS IMPROVEMENT DISTRICT

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1 BYLAWS OF THE CITYOF SPEARFISH BUSINESS IMPROVEMENT DISTRICT ARTICLE 1: MEMBERS: 1.01 Membership: There shall be one class of members of the Business Improvement District, consisting of the lodging establishments defined as within the Business Improvement District by the applicable City of Spearfish Ordinances and Resolutions Powers and Duties of Members. A member of the Business Improvement District shall have the powers and duties set out in the applicable City of Spearfish Ordinances and Resolutions. ARTICLE 2: BUSINESS IMPROVEMENT DISTRICT BOARD 2.01 Number of Board Members. The Business Improvement District Board shall consist of no less than five voting Board members and any ex-officio members appointed pursuant to this Article (source: SDCL ). The voting members of the Business Improvement District Board are referred to as the voting Board to differentiate them from ex-officio members Qualification and Term of Voting Board Members. Any person who owns property within the boundaries of the Business Improvement District, resides within the boundaries of the District, operates a business within the boundaries of the District, or uses space within the District may serve as a voting Board member (source: SDCL ). Any person qualified to serve as a voting Board member may appoint an agent to serve in his place as a voting Board member. Any actions taken by an agend acting as a voting Board member shall be binding on the principal. The members of the voting Board serving at the time these bylaws are adopted shall elect from among their number two voting Board members to serve a term of three years and two voting Board members to serve a term of two years. Any remaining voting Board members shall serve a term of one year. Thereafter, all voting Board members shall serve terms of three years. There shall be no limit to the number of terms a voting Board member may serve (source: SDCL ). Current Board members and terms are shown in Exhibit A.

2 2.03 Ex-officio Board Members. In addition to the voting Board members, the Mayor of the City of Spearfish, with the approval of the Common Council of the City of Spearfish, shall appoint a city or business representative as an ex-officio board member to serve, without the power to vote, as an advisor to the voting Board on matters involving the purposes of the Business Improvement District. The Mayor of the City of Spearfish, with the approval of the Common Council of the City of Spearfish, may also appoint an interested individual, if one is available, who is not qualified to serve as a voting Board member as an ex-officio board member to serve, without the power to vote, as an advisor to the voting Board on matters involving the purposes of the Business Improvement District. There shall be no limit to the number of terms an ex-officio member may serve Vacancy. Upon the expiration of the term of a voting Board member or an ex-officio member, or upon the creation of a new position on the board, the Mayor of the city of Spearfish shall, with the approval of the Common Council of the City of Spearfish, appoint a successor Board member. If a Board member is unable to complete his or her term as a Board member due to death, termination or resignation, the Mayor of the City of Spearfish shall, with the approval of the Common Council of the City of Spearfish, appoint a successor board member to serve out the remainder of the vacated term (source: SDCL ) Powers and Duties of the Business Improvement District Board. The Board shall have any and all powers vested by South Dakota Law in a business improvement district board by South Dakota law, including but not limited to the powers listed in SDCL Resignation and Removal of Voting and Ex-Officio Members. Any member of the Board may resign at any time by giving written notice of such resignation to the voting Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Any member may be removed as a member of the board by the vote of two-thirds of the voting Board members for two or more unexcused absences, violating these by-laws, neglect of duty of office, or behavior injurious to the City of Spearfish Business Improvement District. No such action shall be taken until the member has been advised of specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the voting Board Meetings Open to the Public. Subject to the provisions of Section 2.10, meetings of the Board must be open to the public (source: SDCL ). Any minutes of Board meetings shall be available for inspection by the public at all times at the principal place of business of the Business Improvement District (source: SDCL ). 2

3 2.08 Notice of Meetings. At least 24 hours prior to any meeting of the Board, the Secretary shall provide public notice of the meeting by posting a copy of a notice and the proposed agenda, visible to the public, at the principal office of the Business Improvement District. The Secretary shall also deliver, in person, by mail or by a telephone, the information in the notice to members of the local news media who have requested notice (source: SDCL ) Executive Sessions. From time to time the Board may, by motion, close for executive session. An executive session shall be held only upon a majority vote of the voting Board members present, and discussion during the executive session is restricted to the purpose specified in the closure motion. Executive sessions may be held for the sole purposes of: (A) Discussing the qualifications, competence, performance, character or fitness of any public officer or employee or prospective public officer or employee. The term "employee" does not include any independent contractor; (B) Consulting with legal counsel or reviewing communications from legal counsel about proposed or pending litigation or contractual matters; (C) Preparing for contract negotiations or negotiating with employees or employee representatives; and (D) Discussing marketing or pricing strategies, when public discussion may be harmful to the competitive position of the Business Improvement District. Any official action concerning; matters discussed in executive session shall be made at an open official meeting reconvened thereafter (source: ) Quorum. A majority of the current total voting Board membership shall constitute a quorum. The concurrence of a majority of the voting Board members present at a meeting at which a quorum is present shall be necessary to conduct the business of the board. The act of being present means physical appearance only Voting. At any meeting of the Board, each voting Board member shall be entitled to one vote with a majority vote determining the issue. Voting rights may be exercised by proxies. If a voting director is present and abstains from voting or is silent, his or her vote shall be counted as a vote in favor of the question. ARTICLE 3: OFFICERS Designation of Titles. The titles of officers of the Business Improvement District shall include a President, Vice President and Secretary, and any other officers as may be necessary or expedient for the proper conduct of business of the Business Improvement District as may from time to time be determined by the voting Board (source: ) 3.02 Selection, Term and Removal. The voting Board members shall nominate and vote, from among the voting Board members, the officers of the 3

4 corporation. If a nomination receives a majority vote from the voting Board members and the nominee consents, such nominee shall be appointed as an officer. Officers shall serve at the pleasure of the voting Board for a one-year term and may be removed from office at any time with assigned cause by the board. There shall be no limit to the number of terms an officer may serve. All officers must be voting board members at all times during their terms of office Resignation and Vacancies. Any officer may resign as an officer at any time by giving written notice of such resignation to the Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office due to the death, resignation, removal, disqualification or otherwise may be immediately filled by the voting Board President. The President shall preside at all meetings of the Board. The President shall sign all contracts and agreements and any other instruments requiring execution on behalf of the Business Improvement District, and shall be the chief executive officer of the Business Improvement District, subject to policies established by the voting board of directors Vice President. The Vice President shall have all the powers and perform all the duties of the President in case of the temporary absence of the President or in case of his/her temporary inability to act, unless otherwise restricted by the voting Board. In case of the permanent absence or inability of the Persident to act, the office of the President shall be declared vacant by the voting Board and a successor immediately chosen by the voting Board Secretary. The Secretary shall see that detailed minutes of all meetings of the Board are kept. The Secretary shall give or cause to be given required notice of all meetings; shall have charge of all books and records of the Business Improvement District except the books of account; and in general, shall perform all the duties incident to the office of Secretary of an entity and such other duties as may be assigned to him/her by the Board (source: SDCL ) Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board may deem desirable, the voting Board may delegate the powers and duties of such officer to any other officer or officers or to any voting Board member or members. ARTICLE 4: COMMITTEES Committees. The voting Board may at any time designate such special committees not having or exercising the authority of the Board in the management of the association as it may deem advisable, may fix the terms and duties of such committees, and one voting Board member will be appointed by the board to serve on each committee. Persons to serve on these committees shall be appointed by the 4

5 President but need not be members of the Business Improvement District. committees shall be selected annually. All 4.02 Meetings Open to the Public: Notice. All meetings of committees must follow the same procedures for notice and openness as meetings of the Business Improvement District board, as set out in Sections 2.08, 2.09 and Committee Chairpersons. Each committee shall organize itself, and the committee4 chairperson is responsible to report committee recommendations or other actions to the board of directors Additional Members. The chairperson of any committee may invite additional individuals, including non-board members, to meet with and assist such committee. Such individuals shall not be allowed to vote on committee decisions Resignation and Vacancies. Any member of any committee may resign at any time by giving written notice of such resignation to the Board. A vacancy on any committee may be filled for the unexpired portion of the term by action of the voting board of directors Quorum. A majority of the committee members present at the meeting shall constitute a quorum for the transaction of business at any meeting of that committee. ARTICLE 5: GENERAL PROVISIONS Repeal, Alteration or Amendment. These By-Laws may be repealed or altered or substitute by-laws may be adopted only by the affirmative vote of a majority of the voting Board Context of Words. Words used in these By-Laws shall be read as the masculine or feminine gender, and as the singular or plural, as the context requires. I HEREBY CERTIFY that the foregoing are the By-Laws of the City of Spearfish Business Improvement District, adopted by the Business Improvement District board thereof duly assembled on the 18 th day of February, 2014, at Spearfish, South Dakota. IN TESTIMONY WHEREOF, I have hereunto affixed my official signature on the day of, 20. Secretary 5

6 EXHIBIT A Names and Terms of Board Members Est. January 2014 Business Name of Owner or Representative Initial Term Best Western BH Lodge Days Inn Fairfield Inn Hampton Inn Holiday Inn Howard Johnson Inn Quality Inn Rodeway Inn & Suites Super 8 Spearfish Canyon Lodge 6