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    Revised October 11, 2011

    ARTICLE I - OBJECTIVES

     

                The principal objective of Gainesville Downtown Owners and Tenants, Inc. (GDOT) shall be the improvement and further development of the downtown area of Gainesville, Florida as a center of commercial, cultural, and governmental activity, for the entire metropolitan Gainesville area.  An enhanced economic climate and physical environment which will allow existing businesses to prosper and grow, which will attract a diversity of new business entities compatible with these objectives into the downtown area, and which will provide residents of the immediate area as well as all of the citizens of Alachua County with a safe and attractive place in which to carry out and enjoy normal everyday activity, shall be the priority concerns of this corporation.

     

    ARTICLE II - MEMBERS

     

    Any business, commercial, cultural or governmental entity located, any individual, group of individuals, or corporate entity, owning property or a business and any individual residing or working within one square mile with its center at the intersection of University Avenue and Main Street shall be entitled to be a member of GDOT.  Membership is effective upon application and payment of annual dues.  Members, shall be entitled to vote, attend and participate in general meetings, serve on committees, and exercise all other rights and privileges of membership as long as annual dues are paid. 

     

    ARTICLE III - DIRECTORS

     

                GDOT shall be managed by a Board of Directors.  Directors shall be elected at the annual joint meeting by the members entitled to vote and in attendance from a slate presented by a nominating committee.  Nominations may also be made by members from the floor.  Categories from which directors should be chosen are as follows:

     

    Retail/Services/Lodging - 1

    Restaurant/Bar/Entertainment - 1

    Resident - 1

    Property Owner - 1

    Professional/Offices - 1

    At-Large - 4

     

                If no one desires to serve in a particular category, then an additional At-Large director may be chosen.  Nominees must be members of GDOT for at least six months prior to serving as a director.

     

                Each director shall serve for one year from July 1 through June 30 but may succeed him or herself if re-elected.  Vacancies in office shall be filled by special election by remaining directors.

     

                A member of the Downtown Redevelopment Advisory Board (DRAB) may be an ex-officio (non-voting) director of GDOT.  The DRAB member shall be appointed by the chair of the DRAB.

     

                Duties of the directors shall include election of officers, adoption and amendment of the bylaws, authorization of expenditures, approval of all projects undertaken, and supervision of the general operation of the organization.

     

                A director shall be deemed to have resigned if he or she misses two consecutive board meetings unless the director makes a written request to remain a director or if the director has not paid annual dues.  A director may be removed from office for cause, by concurring vote of five (5) other directors.

     

    ARTICLE IV - MEETINGS

     

                There shall be an annual joint meeting of the Members and the Board of Directors prior to July of each year at a time and place to be decided upon by the Board of Directors, for the election of directors and officers, and for the transaction of such other business as may with notice properly come before the meeting.

     

                Special meetings of the Members or the Board of Directors may be called by the Chair or Vice-Chair or upon written request to the Secretary by one-third of the directors.  Special meetings shall deal only with matters of business which have been stated in the call to the meeting.

     

                The Board of Directors shall meet at least five times a year, including the annual joint meeting.

     

                The Secretary shall assure that at least five days notice shall be given in advance to directors of any meeting of the Board of Directors.  This notice shall be delivered, mailed, emailed or faxed and shall state the time and place of the meeting and the agenda for the meeting.  Any director may waive notice of any meeting, either before, at or after such meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     

                A quorum at any directors' meeting shall consist of five (5) directors, and action may be taken at any meeting by majority vote where a quorum is present. 

                Each director present at a board meeting shall have one vote on any matter coming before the Board of Directors.  There shall be no voting by proxy.

     

                Each member present at a membership meeting shall have one vote on any matter coming before the membership.  There shall be no voting by proxy for individual members.  Business, commercial, cultural and governmental entities shall only be entitled to one vote by a designated representative in attendance on their behalf. 

     

                Any action required or permitted to be taken by any provision of law, the Articles of Incorporation or these Bylaws, at any directors' meeting, may be taken without a meeting if a written consent thereto is signed by all directors and filed in the minutes.

     

    ARTICLE V - OFFICERS

     

                A Chair, Vice-Chair, Secretary and Treasurer shall be elected at the annual joint meeting by the newly elected directors.  Each officer shall be elected from among members entitled to vote and may also, but need not, serve as a director.  Each officer shall serve for one year from July 1 through June 30 but may succeed him or herself if re-elected.  Vacancies in office shall be filled by special election by the directors.  The directors may remove an officer for cause upon concurrence of five (5) votes.

     

                The Chair shall conduct all meetings of the Board of Directors as well as of the general membership.  The Chair shall also have the authority to establish committees, and appoint all committee chairs and members, as the Chair shall determine it necessary to carry out projects approved by the directors.  The Chair shall have the overall responsibility for carrying out the program of activities adopted by the directors.

     

                In the event of the absence or inability of the Chair to act, or in the event of a vacancy in that office, the duties of the Chair shall be performed on an interim basis by the Vice-Chair.  The Vice-Chair shall also perform such duties as shall be assigned by the Chair.

     

                The Secretary shall be responsible for issuing adequate advance written notice of all meetings of the Members and Board of Directors and seeing that minutes are taken at all such meetings.  The Secretary shall also be responsible for seeing that a current list of all members is maintained by GDOT.

     

                The Treasurer shall be the financial officer of GDOT.  The Treasurer shall present the annual financial statements to the Board and such other interim financial statements as are deemed useful or necessary by the Board.  The Treasurer shall maintain the checking account, receive and deposit all funds and write checks as approved by the Board of Directors. 

     

                The Board of Directors may authorize hiring someone to handle the clerical aspects of operating GDOT.  Such person may be a director, officer, member or nonmember of GDOT.

     

    ARTICLE VI - DUES

     

                Each member, whether resident, corporate, governmental, property owner, or other business entity, who wishes to have voting privileges, and is otherwise eligible as provided herein, or who wishes to receive mailings, notices, and other general information distributed by GDOT, shall be required to pay dues.  Such dues shall be payable as of January 1 of each year.  The amount of annual or biennial dues shall be set by the Board of Directors.  Dues may be set at different amounts based on category of membership or whether initial or renewal dues.

     

     

    ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

     

                GDOT shall indemnify to the full extent permitted by law against damages, judgments, settlements, costs, charges, and expenses incurred in connection with the defense of any action, suit, or proceeding or any appeal therefrom, any person or his or her personal representative, made, or threatened to be made a party to such action, suit or proceeding, whether civil or criminal, by reason of the fact that such person is or was a director or officer of this corporation.

     

     

    ARTICLE VIII - AMENDMENT OF BYLAWS

     

                Amendments to these by-laws may be proposed by any director.  These Bylaws may be amended by a majority vote of the Board of Directors at any duly convened meeting; provided that notice of the proposed amendments has been sent to all directors not less than five days before the meeting and provided that a copy of the proposed amendments shall accompany the notice.  Notice may be waived by written unanimous vote of all directors before, at or after such meeting.

     

     

    ARTICLE IX - PARLIAMENTARY AUTHORITY

     

    The rules contained in Robert's Rules of Order Newly Revised shall govern GDOT in all cases in which they are not inconsistent with these Bylaws or with any law of this State.

     

     

    ARTICLE X - NON-DISCRIMINATION CLAUSE

     

    There shall be no discrimination on the basis of race, color, religion, sex, sexual preference, age, national origin, income or marital status for membership in GDOT.

     

    ARTICLE XI - EFFECTIVE DATE

     

    These Bylaws shall become effective upon adoption by the Board of Directors.