By-Laws of the Franklin Area Business Association (FABA) AMENDED

Article I. Mission

The Mission of the Franklin Area Business Association (FABA) is to enhance the business and professional interests of its members and to contribute to the general welfare of the Area through good customer service and corporate citizenship.

Vision

Members of the FABA envision the Franklin Avenue Area as a vibrant, robust, thriving, diverse commercial and residential area that meets the needs of the surrounding community for products, services and cultural activities and is also attractive and accessible to residents of the broader metropolitan area as well as to tourists and convention goers visiting the city.

Members of the FABA envision stable and increasing property values for commercial, industrial, rental and homeowner properties. We envision an outstanding transportation system and accessible jobs that will advance families and individuals.

Members of the FABA envision an organization that actively involves and listens to its members and other constituents to address issues of common concern. We envision an organization that provides a communication link among its members and that has high standards for ethical, effective and efficient business practice.

Article II. Policy of Non Discrimination / Affirmative Action

No person shall be discriminated against by this Corporation in its hiring policies, delivery of services, or other corporate business on the basis of race, color, creed, religion, ancestry, national origin, gender, affectionate preference, disability, age, marital status, source of income, or criminal record where the offense is not validly related to the job, services or Corporation business.

Affirmative Action is not mere passive non-discrimination. It is ensuring equal opportunities relating to all means of participating in this corporation’s activities for members, staff and other community residents. This corporation encourages members and others to make recommendations about how this Corporation can act affirmatively to increase participation in the activities of the Corporation.

Article III. Membership

All businesses, nonprofit organizations and self-employed persons operating within the boundaries of the Franklin Avenue area are eligible to become members of the FABA.

A. Individuals and organizations become members by paying annual dues and by participating in meetings and activities of the organization.

B. Members are in good standing as long as dues are current.

C. Each member of FABA will have one vote. Organizations that have more than one representative present at a , meeting have only one vote.

D. Membership dues shall be determined by the Board of Directors, and may be amended as the Board sees fit.

Article IV. Meetings

A. Members in good standing meet annually in May to elect officers and to conduct other business that may come before the organization. Notice of the meeting shall be mailed to each member at least ten (10) days prior to the annual meeting.

B. Regular meetings of the FABA shall be held at least five (5) times per year, in addition to the annual meeting. Time and location to be determined by the executive committee. Notice of such meetings shall be given to each director at least three (3) days prior to such meetings.

C. Special meetings of the FABA shall be called by the Chair upon approval of two other officers or upon petition of at least 5 (five) members in good standing. Notice shall be given to each director at least three (3) days prior to such meetings.

D. A quorum will be equal to ten percent of the members in good standing at the beginning of the current membership year (May 1 – April 30).

E. There will be no voting by proxy. A member must be present to vote.

Article V. Board of Directors

A. The Board of Directors will consist of the Executive Committee (Chair, Vice Chair, Secretary and Treasurer), four at large for profit business owners/operators, two representatives at large of non profit organizations and two neighborhood organization representatives appointed or elected by the neighborhood organization.

B. Terms of Office: Directors terms will be one year from the date of the annual meeting. Officers (executive committee) may serve no more than four (4) consecutive terms in any one office.

C. Duties

1. Vote on each matter submitted to a vote by the Board of Directors, except where a conflict of interest exists.
2. Serve on any committee established by the Board of Directors.

3. Attend all duly called meetings of the FABA Board of Directors and communicate the concerns, issues and business of the Board of Directors to the membership.

D. In order to serve as an officer of FABA a person must be a member of FABA, or an employee of a member organization serving as their representative, and be at least eighteen years old.

Article VI. Elections

A. Nominations for officers of FABA will be made on the floor at the annual meeting. Any member may self-nominate or be nominated by another member. A nominee need not be present to have her/hiS name placed in nomination.

B. Disputed elections shall be decided by a majority vote of FABA members.

C. In the event that an officer fails to consistently attend regular FABA meetings or Executive Committee meetings, the chair, with the advice and the consent of FABA members may appoint a member of FABA to serve in the officer capacity until the next annual meeting.

Article VII. Amendments

The by-laws may be amended by a majority vote of those present and voting. Proposed amendments shall be announced at a regularly scheduled FABA meeting at least one month prior to the regularly scheduled meeting at which such amendments are to be voted on.

Article VIII. Indemnification

The Corporation shall indemnify each Director and Officer of the Corporation, whether or not then in office, and their respective heirs, administrators, successors, and assigns, against any and all expenses, including judgments, compromise payments, reasonable costs and expenses, including, but not limited to, counsel fees, paid or incurred by him-her as the result of any action, suit or proceeding to which he/she may be a party by reason of his/her being or having been a Director or officer of the Corporation, if by a majority vote of a quorum of non-interested Directors, it is found that he/she has acted in good faith, for the best interests of the Corporation. The foregoing rights of indemnification shall be cumulative and shall not be exclusive or in lieu of other rights to which a Director or Officer shall be entitle under law, in Bylaw, resolution contract or agreement. The Corporation may purchase and maintain insurance on behalf of any officer against any liability asserted against him/her and incurred by him/her in any such capacity to the full extent as may from time to time be permitted by law.

Article IX. Dissolution

Dissolution of this organization will be decided by a sixty- percent majority of those present and voting at a membership meeting where dissolution has been announced in the call of the meeting.

11/30/99