Fairfax Boulevard Partnership

FAIRFAX BOULEVARD BUSINESS IMPROVEMENT DISTRICT

ARTICLE ONE

GENERAL PROVISIONS

Section One. Applicability. These bylaws provide for the governance of the Fairfax Boulevard Business Improvement District, as hereinafter define (the “B.I.D.), pursuant to the authority of Title 15.1, Chapter 1, sections 15.1-18.2 and 15.1-18.3 of the Code of Virginia of 1950, as amended, and Resolution number R-04-29 as adopted by the City Council of the City of Fairfax, Virginia on May 25, 2004 and Ordinance number 2005-06 as adopted by the City Council of the City of Fairfax, Virginia on April 12, 2005.

Section Two. The Association. The B.I.D. shall be governed by the Fairfax Boulevard Business Improvement District, a Virginia non-stock, non-profit corporation. The Association shall consist of the members acting as a group pursuant to the terms of the Articles of Incorporation and these Bylaws. The Association, through its board of directors, shall have the responsibility of administering the projects and programs of the B.I.D., as adopted from time to time by the Association, to recommend to the City of Fairfax City Council the amount to be assessed by the City to accomplish the projects and programs of the B.I.D., and to collect from the City and manage the assessed funds, arrange for the management of the B.I.D., and to perform all other acts required or permitted to be performed by the code, the Ordinance and these Bylaws.

Section Three. Office. The office of the Association shall be located anywhere within the B.I.D. or such other place as designated from time to time by the Board of Directors of the Association.

Section Four. Definitions. When used by the Bylaws, the following terms shall have the following meanings:

Assessment. The term Assessment shall mean and refer to the additional assessment (over and above the real estate or other tax assessment made by the City) made annually by the City against each Property for the purpose of funding the B.I.D.
Association. The term Association shall mean and refer to the Fairfax Boulevard Business Improvement District, or its successor.
Board of Directors. The term Board of Directors or Board shall mean and refer to the Board of Directors of the Association, as appointed or elected pursuant to the terms and conditions of these Bylaws.
Business District. The term Business District shall mean and refer to that certain geographical area commonly referred to as “Fairfax Boulevard” (previously known as the “Highways 50 & 29 corridor”) within the corporate limits of the City of Fairfax, Virginia and being more specifically defined on the attached Exhibit A.
Business License. The term Business License shall mean and refer to the annual business license required to operate a business in the City of Fairfax, Virginia.
City. The term City shall mean and refer to the City of Fairfax, Virginia.
City Council. The term City Council shall mean and refer to the City Council of the City of Fairfax, Virginia.
Code. The term Code shall mean and refer to the Code of Virginia of 1950, as amended.
Mailing Address. The term Mailing Address shall mean and refer to the mailing address of each Member as indicated on the books and records of the office of the real estate tax assessor of the City.
Member. The term Member shall mean and refer to any persons or entities that own any Property, as defined herein, within the B.I.D. The term Member shall also mean and refer to the current persons or entities that hold a valid business license to own and operate a business within the B.I.D.
Ordinance. The term Ordinance shall mean and refer to the Ordinance number 2005-06 adopted by the City Council on April 12, 2005.
Resolution. The term Resolution shall mean and refer to the Resolution numbered R-04-29 adopted by the City Council on May 25, 2004
Property. The term Property shall mean and refer to each parcel of commercial property (excluding residential properties), wholly or partially within the B.I.D.

ARTICLE TWO

MEMBERSHIP

Section One. Voting Membership. Every owner of property, excluding residential properties, lying either wholly or partially within the B.I.D. shall be a member of the Association. Membership shall be appurtenant to and shall not be separated from ownership of any Property within the B.I.D.

Every business or entity that holds a valid business license within the B.I.D. shall be a member of the Association. Membership shall be appurtenant to and shall not be separated from holding a valid business license within the B.I.D.

Section Two. Annual Meetings. The Association shall meet at least annually on a day and at such time as designated by the Board of Directors.

Section Three. Special Meetings. Special meetings of the Association shall be held if sought; (a) by resolution of the Board of Directors, or (b) by a petition signed by the Members to which a total of at least one fourth (1/4) of the votes in the Association are allocated. Any such resolution, petition or request must (1) specify the time and place at which meeting is to be held, (2) either specify a date on which the meeting is to be held which will permit the Secretary to comply with Article Two, Section Four of these Bylaws, or else specify that the Secretary shall designate the date of the meeting, (3) specify the purpose(s) for which the meeting is to be held, and (4) be delivered to the Secretary.

Section Four. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, to the Mailing Address of each Member of such meeting, at least twenty-one (21) days in advance of any annual meeting and at least seven (7) days in advance of any special meeting. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section Five. Voting. Each Property is hereby assigned one vote for each One Hundred Thousand Dollars ($100,000.00) of assessed value as established from time to time by the real estate tax assessor’s office of the City, which votes may be cast by the Member or Members upon any call for a vote at any meeting or referendum of the Association. The number of votes for each Property shall be rounded to the nearest whole vote. There shall be no fractional votes assigned to Properties. For example, a Property with an assessed value of $575,000 shall receive 6 votes in the Association ($575,000/$100,000 = 5.75 which rounds to 6). Where the ownership of a Property is in the name of more than one Member, the member who shall be entitled to cast the vote of such Property shall be the Member named in a certificate executed by all of the owners of such Property or, in the absence of such named person from the meeting, the Member who shall be entitled to cast the vote of such Property shall be the person owning such Property who is present. If more than one Member owning such Property is present then such vote shall be cast only in accordance with their unanimous agreement. Decisions by the Association must be adopted by at least 50% of the votes cast, either in person or by proxy, at the duly convened meeting at which a quorum is present. No member may vote at any meeting of the Association or be elected to or serve on the Board of Directors if any B.I.D. assessments made by the City against the Property of a Member are unpaid at the time of such vote or election.

Each business enterprise within the B.I.D. that holds a valid and current Business License from the City of Fairfax, Virginia shall be entitled to one vote per valid and current Business License. Where the Business License is in the name of more than one person or entity, the member who shall be entitled to cast the vote of such Business License shall be the Member named in a certificate executed by all of the persons or entities of such business or, in the absence of such named person from the meeting, the Member who shall be entitled to cast the vote of such Business License shall be the person or entity representing the Business License who is present. If more than one person or entity representing a Business License is present then such vote shall be cast only in accordance with their unanimous agreement. Decisions by the Association must be adopted by at least 50% of the votes cast, either in person or by proxy, at the duly convened meeting at which a quorum is present. No member may vote at any meeting of the Association or be elected to or serve on the Board of Directors if the Business License is not valid and current with the City at the time of such vote or election.

Property owners shall vote only for land owner nominees to the Board of Directors based on the number of votes calculated in the foregoing formula. Business owners shall vote only for business owner nominees to the Board of Directors based on one vote per business license.

Section Six. Proxies. A vote may be cast in person or by proxy. Such Proxy may be granted by any Member in favor of another Member or a Member may grant a proxy to its representative. Proxies shall be duly executed in writing, shall be valid for a time period designated in said proxy and must be filed with the Secretary before the meeting. Such proxy shall be deemed revoked only upon actual receipt by the person presiding over the meeting of notice of revocation from any of the signatures of any of those executing the same has not been witnessed by a person who also shall sign his full name and address.

Section Seven. Quorum. Except as otherwise provided in these Bylaws, Members, including proxies, having ten percent (10%) of the total votes of the Association shall constitute a quorum at all meetings of the membership of the Association. No business shall be transacted in the absence of a quorum other than to adjourn the meeting to a date, time and place agreed by a majority vote of those present.

Section Eight. Conduct of Meetings. The President shall preside over all meetings of the Association and the Secretary shall verify that the minutes of the meetings and all resolutions adopted at the meeting are recorded in a minute book along with a record of all transactions occurring at the meeting. The then current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Association when not in conflict with these Bylaws or the Code.

Section Nine. Actions outside of Meetings/Voting by Referendum. The Association may act without a meeting by means of voting by written referendum. Any matters required to be acted upon by the Members of the Association, except those matters required to be handled at an annual meeting of Members by the Code, may be reduced to writing and mailed to the Members, who may vote and return their ballots by mail within the time frame and to the address indicated on the referendum. Ballots of more than 50% in favor of any proposal must be received for a matter to be adopted. No referendum will be binding unless ballots representing at least 25% of the total votes of the Association are timely received.

ARTICLE THREE

BOARD OF DIRECTORS/OFFICERS

Section One. Management of the Association. The affairs of the Association shall be managed by the Board of Directors.

Section Two. Board of Directors. The Board shall consist of nineteen (19) persons as follows: A Chair appointed by the City Council of the City of Fairfax; Class One Directors: Nine (9) members who are property owners in the B.I.D.; Class Two Directors: Nine (9) members who are business owners in the B.I.D. and who hold valid business licenses in the City of Fairfax, Virginia.

Board members shall be elected for a three-year (3) term of office at the annual meeting of the Association. Each Board Member may be re-elected upon completion of his term. The members of the Board shall hold office until their respective successors shall have been elected by the Members of the Association. It is desirable, though not a requirement, that the Board be comprised of members from a variety of businesses, such as: retail businesses, shopping centers, hotels, office complexes, automobile dealerships, financial institutions, restaurants and service companies.

The Chair of the Fairfax Boulevard B.I.D. shall be appointed by the City Council of the City of Fairfax, Virginia. The Chair may be re-appointed upon completion of his/her term. The Chair shall hold office until his/her successor shall have been appointed by the City Council.

The initial Chair and the Board of Directors shall be appointed by the City Council. The initial appointees shall be of the following classes and terms: Three (3) Class One and three (3) Class Two for a three-year term; three (3) Class One and three (3) Class Two directors for a two-year term; and three (3) Class One and three (3) Class Two directors for a one-year term.

Section Three. Election of Directors. Election of Directors by Members of the Association shall be conducted in the following manner:

Election of Directors shall be held at the annual meeting.
Nomination for election to each of the different classes of Board membership shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of a Chairman, who shall be a member of the Board, and two or more Members of the Association. The nominating committee shall be appointed by the Board prior to each annual meeting of the Members to serve for a one-year period. The nominating committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
The election shall be by secret ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast. There shall be no cumulative voting for Class One and Class Two directors. Vacancies on the Board occurring between annual meetings of Members shall be filled by the remaining Directors.
Each of the five nodes within the B.I.D. shall be represented by at least one director, whether that director is a land owner or a business owner.

Section Four. Removal of Directors. Directors may be removed from Board membership (following a six-month period of inactivity) by a majority vote of the entire membership of the Board. Inactivity is defined as a Director who has not participated in any meetings, votes, or discussions during that time or has sold his/her property or ceased his/her business operations.

Section Five. Regular Meetings. Regular meetings of the Board shall be held quarterly or such other periodic time as determined by the Board, without notice, at such place and hour as may be fixed from time to time by action of the Board.

Section Six. Special Meetings. Special meetings of the Board shall be held when called by the Chair of the Association, or by any five (5) directors, after not less than three (3) days notice to each Director.

Section Seven. Action Without Meeting. Any action by the Board required or permitted to be taken at any meeting may be taken without a meeting if all of the members of the Board shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the Proceedings of the Board.

Section Eight. Quorum. One-half (1/2) of the number of Directors plus the Chair shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. No business shall be transacted in the absence of a quorum other than to adjourn the meeting to a date, time and place agreed by a majority vote of those present.

Section Nine. Compensation. Neither the Chair nor any member of the Board shall receive any compensation from the Association for acting as such.

Section Ten. Powers and Duties. In addition to such other powers as are conferred on the Board of Directors by the Code and Ordinance, the Board shall have the power:

To prepare, revise or amend an annual budget for the Association.
To receive the Assessments and any other funds provided by the City on behalf of the B.I.D. and to expend such funds in such a way as to accomplish the purposes of the Association.
To open bank accounts on behalf of the Association and designate the signatories thereof.
To make, or contact for the making of, repairs, additions and improvements to or alternations within the B.I.D. in accordance with the purpose of the Association.
To keep books with detailed accounts of the receipts and expenditures of the Association affecting the B.I.D., and the administration of the B.I.D., specifying all expenses incurred. Such books and records shall be available for examination by the Members, their duly authorized agents or attorneys, during general business hours on working days at the times and in the manner set and announced by the Board for the general knowledge of the Members. All books and records shall be kept in accordance with generally accepted accounting procedures.
To recommend to the City, guidelines, rules and regulations governing the operation and development of Properties with the B.I.D. only in furtherance of the stated purposes of the Association, so long as such rules and regulations or amendments thereto do not conflict with local laws or ordinances or any other applicable law.
To contract on behalf of the Association for the management of the Association and to delegate to such Managing Agent such powers and duties of the Association as the Directors deem fit.
To enforce, by legal means, the provisions of the Articles of Incorporation and Bylaws of the Association and the rules and regulations promulgated from time to time by the Association governing the use of Property within the B.I.D.
To cause the Association to employ personnel, for reasonable compensation, to perform services required for proper administration of the purposes of the Association, including accountants, attorneys, contractors and other professionals.
To do such things and acts not inconsistent with the Code, the Ordinance or these Bylaws which the Board may be authorized to do by a resolution of the Association.

Section Eleven. Executive Director. The Board of Directors may employ for the Association an Executive Director.

The Executive Director shall perform such duties and services as the Board shall authorize. The Executive Director shall perform the obligations, duties and services relating to management of the B.I.D. as dictated by the Board and in compliance with the provisions of the Bylaws.
The Board shall impose appropriate standards of performance upon the Executive Director. Unless the Executive Director is instructed otherwise by the Board.
Cash accounts of the Association shall not be co-mingled with any other accounts.
No remuneration shall be accepted by the Executive Director from vendors, independent contractors or other providing goods or services to the Association whether in the form of commissions, finder’s fees, service fees or otherwise; any discounts received shall benefit the Association.
Any financial or other interest which the Executive Director may have in any firm providing goods or services to the Association shall be disclosed promptly in writing to the Board; and,
A monthly financial report shall be prepared for the Association in a form determined by the Board.

Section Twelve. Committees. The Board shall appoint a nominating committee and other committees as it deems appropriate in carrying out its purposes.

Section Thirteen. Officers. The Officers of the Association shall be a chairman who shall be a Member and Chair of the Board, a secretary, and such other officers as the Board may from time to time by resolution create which may be or may not include members of the Board.

Section Fourteen. Term of Offices. With the exception of the Chair who is appointed by City Council for a three-year term, the officers of this Association shall be elected annually by the Board at the first meeting of the Board following each annual meeting of the Members and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed or otherwise disqualified to serve.

Section Fifteen. Vacancies of Officers. A vacancy in any office may be filled by the Board of Directors. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section Sixteen. Duties of Officers. The duties of the officers are as follows:

Chair. The chair shall be the chief executive officer of the Association. He/she shall have all the powers and duties which are usually vested in the office of the president of a corporation, including, but not limited to, acting as chair of the Board of Directors and leading all meetings of the Board and Association Membership, the power to appoint committees from among the Members from time to time as he/she may, in his/her discretion, determine appropriate to assist in the conduct of the affairs of the Association.
Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; service notice of meetings to the Board and to the Members and mail and receive and report the results of all referendums.

ARTICLE FOUR

FISCAL MANAGEMENT

Section One. Year. The fiscal year of the Association shall end June 30 unless otherwise determined by the Association.

Section Two. Preparation and Approval of the Budget. Before the beginning of each fiscal year, the Board of Directors shall adopt a budget of the Association containing financial support to be received from the City. From time to time, the Association may make a recommendation to the City Council of the assessments to be charged by the City for a particular fiscal year, including reasonable amounts necessary to provide working capital, a general operating reserve and any reserves for contingencies deemed necessary or appropriate by the Board. Based on the actions of the City Council, the budget shall be placed in its final form, and adjusted as necessary depending upon the assessment adopted by the Council and the final Budget shall be delivered to the Members.

Section Three. Duty to Pay Assessments. It shall be the obligation of every Member to pay the periodic Assessments made against his Property by the City and the method or manner in which the Association determines to expend its funds pursuant to the terms and conditions of the Code, the Ordinance and these Bylaws shall not be a reason for non-payment of Assessments by Members. No Member may avoid payment of Assessments or any claim that the Association has failed to spend a proportionate share of its revenues on any given Property within the B.I.D.

ARTICLE FIVE

AMENDMENTS TO BYLAWS

Section One. Proposal; Voting. Amendments to these Bylaws may be proposed by the Board acting upon vote of the majority of the directors. In order for such amendment or amendments to become effective, the same must be approved by an affirmative vote of two-thirds of the entire membership of the Board.

ARTICLE SIX

LIABILITY OF OFFICERS AND DIRECTORS

Section One. Generally. The Association shall indemnify any person, who was or is a party (or is threatened to be made a party) to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was an officer or director of the Association (an “Association Officer), against expenses (including court costs, attorneys’ fees, judgments, fines and amounts paid in settlement) incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association. The Association Officers shall not be liable to the Association or to any Member for any mistake of judgement, negligence or otherwise, except that each shall be liable for his own individual willful misconduct or bad faith. Except to the extent that such liability is covered by insurance, the Association shall indemnify and hold harmless each of the Association Officers from and against all liability to others arising out of contracts made by Association Officers from and against all liability to others arising out of contracts made by Association Officers on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the Code or these Bylaws. Association Officers shall have no personal liability with respect to any contract made by them on behalf of the Association by Association Officers or the Executive Director shall, if obtainable, provide the Association Officers or the Executive Director, as the case may be, or acting only as agents for the Association and shall have no personal liability thereunder.

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