BY- LAWS
of the
LONG BEACH MERCHANTS’ ASSOCIATION

ARTICLE I Name

The names of this organization shall be Long Beach Merchants’ Association.

ARTICLE II Fiscal Year

The fiscal year of the Long Beach Merchants’ Association shall be January 1 to December 31.

ARTICLE III Purpose

The purpose of the Long Beach Merchants’ Association is to promote tourism, improve the economic climate, and to promote local activities that will stimulate the new business in the area of the City of Long Beach.

ARTICLE IV Membership

Section 1. Eligibility: The membership of the Long Beach Merchants’ Association is open to any merchant or business in Pacific County, Washington, who does a substantial business by, through, or in the city of Long Beach who has paid membership dues to the Long Beach Merchants Association. No person shall be excluded on the basis of race, creed, sex or national origin.

Section 2. Voting: privileges shall be extended to all members of the Long Beach Merchants’ Association. Individual businesses shall be entitled to cast one vote.

Section 3. Regular Meetings: Regular meetings of the membership shall be held on the first and third Thursday of each month, unless otherwise ordered by the Long Beach Merchants’ or by its Board of Directors at such time and place as membership shall from time to time prescribe and shall be published to the membership.

Section 4. Special Meetings: Special meetings of the membership may be called by the President, the Board of Directors, or upon the written petition of not less than ten (10) members. Anyone wishing to present political or sales speeches or any topic that is in duration five (5) minutes or longer will be handled at a special meeting. Anyone wishing to address the regular meeting will have to request in advance that they be on the agenda.

Section 5. Quorum: Expect as herein otherwise provided, ten (10) voting members and two (2) officers shall constitute a quorum.

Section 6. Honorary Membership: The Long Beach Merchants’ Association, in keeping with its objective, reserves the right by public display, resolution or certificate, to honor members of the Association or citizens of the community.

Section 7. Annual Meeting: The first meeting in January shall be known as the annual meeting and shall be for the purpose of installing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 8. Members in good standing: Members in good standing are defined as those members who have completed all requirements for membership in the organization and whose dues are not delinquent. Only members, or designated representatives of members, in good standing shall serve as officers or directors of the Association, except as may otherwise be set forth in these By-Laws.

ARTIVLE V Dues

Section 1. Membership dues shall be due on the first day of September and each Anniversary date of membership. Dues shall be payable in full. Dues shall be in such amount or amounts as shall be fixed by a majority vote of the members in attendance.

Section 2. Any member whose dues remain unpaid as of the due date shall be delinquent, and after ninety (90) days in such delinquent status may be dropped from membership by majority vote of members in attendance.

ARTICLE VI Officers

Section 1. The officers of the Long Beach Merchants’ Association shall be President; Vice President; Secretary; and Treasurer.

Section 2. The President shall be present at all meetings, enforce the By-Laws, and have general supervision of the interests of the Association. The President shall have the power to appoint all new special and new standing committees, and shall appoint an agenda coordinator.

Section 3. The Vice President shall be an ex-officio member of all committees except the nominating or election committee, and shall be the chairman of the membership committee. The Vice President shall be responsible for countersigning checks.

Section 4. The Secretary shall keep the minutes of all meetings of the association and of its Board of Directors. The Secretary shall be responsible for membership dues billing and membership records, and notifying members of all meetings, time and place.

Section 5. The Treasurer shall receive all monies of the Association, excepting monies donated exclusively to specific festivals by benevolent societies or foundations, and to disburse the same in accordance within an approved budget or upon proper orders of the Board of Directors. He/She shall keep itemized balances, and render a financial statement at each meeting. At the end of each fiscal year, at the end of the treasurer’s term of office, and at such other times as may be ordered by the Board of Directors.

Section 6. In the absence of the President, the officers shall serve preside in order previously listed.

Section 7. The term of office shall be for one year, and no officer shall serve more than two consecutive terms in one office.

Section 8. The Board of Directors shall submit a budget to membership.

Section 9. Any member in good standing may present a motion to the Association for the recall of an officer, board member or otherwise elected official. The Association may, by majority written ballot, recall any officer, board member or otherwise elected official of the Association.

ARTICLE VII Board of Directors

Section 1. The Board of Directors may act in an advisory capacity in the formulation of policy, plans and programs for conduct of affairs of the Long Beach Merchants’ Association. The Board of Directors shall have final approval authority over the proposed budget.

Section 2. The Board of Directors may provide for an annual review of the Long Beach Merchants’ Association’s financial affairs and for an annual financial report to the general membership.

Section 3. The Board of Directors may ensure that the Treasurer files appropriate Federal and State tax forms and statements required of non-profit corporations, when these are appropriate. The board shall audit the Treasurers accounts at the annual meeting.

Section 4. There shall be five (5) directors. Three of the directorships are to be filled by election from the membership at large for terms of three years, with one directorship to open each year. Two of the directorships are to be filled by immediate past-presidents of the Association for terms of two years each. Whenever there is an unscheduled vacancy in the Board of Directors, the remaining term of the vacant directorship is to be filled by election from the membership at large. Only current members of the Association may be directors.

ARTICLE VIII Elections

Section 1. The President shall appoint an Election of Officers and Board Members nominating committee of six from the members at large at the first meeting in September each year. The Nominating Committee shall report at the first meeting in December at which time nominations from the floor shall also be called for.

Section 2. Written ballots will be mailed to the full membership prior to the next meeting, and the new Officers and Directors shall assume their duties at the first meeting in January.

Section 3. A Vacancy in the office of President shall filled by the Vice President, who shall become President. A vacancy in any other office shall be filled by action of Board of Directors until the next annual election.

ARTICLE IX Committees

Section 1. A Membership Committee shall be appointed by the President promptly after each annual meeting. This committee will normally be chaired by the Vice President and shall consist of four additional members. It shall be the duty of this committee to solicit additional members from all eligible persons, including past members.

Section 2. New Festival Committee consisting of at least three members of the Association; one of which must be an officer or Board Member of the Association, shall be appointed by the President promptly after the annual meeting. Standing Festival Committees Shall have at least three members of the Association; The committees shall be responsible for budgeting, planning, promoting and carrying out all activities required to produce and direct the festival. The committees shall submit to the Treasurer a detailed budget prior to any disbursements by the Treasurer. Mailing lists compiled by the committees and the Long Beach Merchants’ Association and shall not be used for non-association purposes.

Section 3. A Tourism Committee may be appointed by the President promptly after each annual meeting. The composition and number of members of this committee shall be as deemed appropriate to generally review, research and/or initiate ways and means of promoting tourism in and around the City of Long Beach. In the event this committee promotes, conducts, or participates in seminars, conferences or meeting events that involve (require) extensive budgeting or disbursement of funds, prior to commitment of funds.

Section 4. Such other committees, standing or special, shall be appointed by the President as deemed necessary to carry on the work of the Long Beach Merchants Association.

ARTICLE X Copyrights

Section 1. Whenever the Association, or any committee thereof, purchase or otherwise acquires art work or material is to become the sole property of the Association, by copyright whenever applicable, to use and dispose of the Association, copyright whenever applicable, to use and dispose at its own discretion or that of the committee.
ARTIVLE XI Rules of Order

Section 1. In all matters of parliamentary practice, the latest edition of “Roberts Rules of Order” shall be used as authority.

ARTICLE XII Indemnification

The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its directors, officers, committee members, or former directors, officers or committee members, against expenses actually and necessarily incurred by them in connection with the defense of any legal action, suit, proceedings in which they or any of them are made parties, or party, by reason of having been directors, officers, or committee members of the Long Beach Merchants Association, except in relation to matters as to which such director, officer, or committee member shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated in the existence of such liability for negligence or misconduct.

ARTICLE XIII Amendment of By-Laws

These By-Laws can be amended by any regular meeting of the Long Beach Merchants’ Association by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.

These By-Laws, replacing all previous By-Laws, were adopted as amended this 17th day of February 1994.

<Signed: Nadine Mead>