310-22 By-Laws 2022 Final.pdf

4 d. The Secretary shall cause notices of all meetings requiring notice to be served as set forth in these by-laws, and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall perform such other duties and possess such other powers as are incident to the office or as may be assigned by the Chair or the Board. Section 5. Resignation and Removal An Officer may resign from the Executive Committee by submitting his or her resignation in writing to the Chair, or in the case of the Chair, by submitting his or her resignation in writing to the Trustees. An Officer may be removed with or without cause by affirmative vote of two-thirds of the entire Board. Failure to attend a majority of official meetings is cause for removal as an officer and dismissal from the Board. Speech or other conduct by an Officer detrimental to the best interests of the Corporation may subject the Officer to removal. A determination to seek removal shall be within the sole discretion of a simple majority of the entire Board. An Officer whose removal is to be considered shall receive at least two weeks’ written notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal. Section 6. Vacancies Vacancies among the Officers shall be filled by appointment by the Board of Trustees. Officers thus appointed shall serve for the remainder of the vacated term. Director The Board of Trustees may employ a chief administrator of the Corporation, designated as Executive Director. The Director shall serve at the pleasure of the Board. The Board may delegate to the Executive Director the responsibility and authority for carrying out the policies that have been approved by the Board. The Director shall put in place appropriate procedures for the operation of the Alliance that ensures the Alliance meets its obligations under its Charter and Mission Statement. ARTICLE V Committees of the Board of Trustees Section 1. General Provisions In addition to the Executive Committee (identified in Article IV), there shall be six standing committees of the Board: Marketing; Finance; Economic Revitalization; Visual & Streetscape Improvement; Fundraising, Promotion & Event Planning; and Personnel & Nominating. In addition to the provisions for standing committees, the Board, by resolution approved by a simple

ual & Streetscape Improvement; Fundraising, Promotion & Event Planning; and Personnel & Nominating. In addition to the provisions for standing committees, the Board, by resolution approved by a simple majority of those present at a meeting at which a quorum exists, may appoint from among the Trustees one or more committees of one or more Trustees (and may include Members who are not Trustees and Honorary Members, as defined in Article II), each of which, to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no such committee shall: a. make, alter, or repeal any by-law of the Corporation; b. appoint or elect any Officer or Trustee, or remove any Officer or Trustee; or c. amend or repeal any resolution previously adopted by the Board. The Board, by resolution adopted by a simple majority of a quorum, may a. fill any Trustee vacancy in such committee; b. appoint one or more Trustees to serve as alternate members of any such committee, to act in the absence or disability of any Trustee(s) of such committee with all the powers of such absent or disabled Trustee(s); c. abolish any such committee at its sole discretion and pleasure; or d. remove any Trustee (or any Member who is not a Trustee) of such committee at any time, with or without cause. A simple majority of each committee shall constitute a quorum for the transaction of business, and the act of a simple majority of a quorum present at a meeting shall be the act of such committee. Each committee shall appoint from among