310-22 By-Laws 2022 Final.pdf

5 its Trustees a chairperson, unless the resolution of the Board establishing such committee designates the chairperson, in which case, in the event of a vacancy by the chairperson, the Board shall fill the vacancy. Actions taken at a meeting of any such committee shall be kept in the record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when a meeting of the Board is held within two days after the committee meeting, such report may be made to the Board at its second meeting following such committee meeting. Section 2. Standing Committees Each Standing Committee shall be chaired by one or more Trustees. The function and scope of authority of each standing committee is as follows: Organization Committee - This committee shall be responsible for the ongoing management and advocacy of the District. Added efficacious on partnership building with local groups and organizations. In addition to but not limited by the development of processes as necessary for the continued success of the District’s mission. Duties include consensus building, volunteer recruitment and management and fundraising oversight. Finance Committee – This committee shall be responsible for preparing the District’s annual budget, and for reviewing and recommending (or not) to the Board significant monetary expenditures in furtherance of the purposes of the District. The Treasurer shall be the chair of the Finance Committee. Personnel and Nominating Committee - The Executive board shall recommend to the Members the names of persons to be submitted for election as Trustees. At the regular Board meeting one month prior to the expiration of any elected term, the Nominating Committee shall submit a slate of candidates, which may be supplemented by or with nominations from other Members, for election to the Board. In addition, the Committee will be responsible for submitting names of qualified applicants to the Board for the position of Executive Director and for developing the criteria and process for conducting the search. The Committee shall serve in an advisory capacity to the Executive Director for all other employment matters regarding paid staff. The Committee shall also be responsible for the performance of the Executive Director according to the terms of her employment agreement and for making any recommendations

atters regarding paid staff. The Committee shall also be responsible for the performance of the Executive Director according to the terms of her employment agreement and for making any recommendations for changes to said agreement to the Board for approval. Marketing Committee – This committee shall be responsible for a unified, quality image of all downtown district activities through advertising of promotional events and special projects and providing oversight of the promotion committee. Publishing at least quarterly a newsletter about the District and the Districts activities, publishing a District business and restaurant directory, developing a public relations campaign to promote the District and maintaining an Internet website. Design Committee – This committee shall be responsible for an accessible, attractive, and coordinated aesthetic within the district. Among other things, continue to maintain current design guideline with the goal of guiding development and store façade improvements. Prepare and recommend to the Board for approval any contracts or contractors designed to improve and enhance the visual appearance, architectural styles, landscape, parking, vehicular circulation, pedestrian circulation, signage, lighting, planting & beautification, etc. within the District. Recommendations should include budget estimates for the costs of such improvements. Promotion Committee - This committee shall be responsible for, among other things, engaging in all legal and legitimate fundraising activities, organizing and holding innovative and entertaining events and activities within the District, promoting the positive attributes of the District (e.g., its historical character; its cultural diversity; its varied business establishments, etc.), educating West Orange residents and residents of neighboring towns about the District and attracting more West Orange residents and residents of neighboring towns to the District. Economic Development/Business Support– This committee shall be responsible for, among other things, identifying and exploring proven and innovative ways to retain and enhance existing businesses in, and to attract new businesses to, the District. This committee, through seminars, workshops, and other educational activities, will provide information and assistance to Members about how to improve their businesses, buildings, and

o, the District. This committee, through seminars, workshops, and other educational activities, will provide information and assistance to Members about how to improve their businesses, buildings, and properties. ARTICLE VI Checks, Deposits & Gifts Section 1. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such specific Officers as from time to time shall be determined by resolution of the Board. In the absence thereof, such instruments shall be signed by an Officer and countersigned by any other Officer.