The Association is a non-profit, membership organization. It exists to support, assist and promote diverse, local, owner-operated businesses in the Grove Arcade Public Market, thereby helping to sustain the vitality and character of the Grove Arcade and surrounding historic downtown.
contact : president@gapmfma.com
GROVE ARCADE PUBLIC MARKET
FOUNDATION MERCHANT ASSOCIATION
1 Page Avenue, Asheville, North Carolina 28801
By-Laws July 7, 2003
ARTICLE I NAME OF ORGANIZATION
The name of the organization shall be the Grove Arcade Public
Market Foundation Merchant Association, Inc., herein referred to
as “the Association”.
ARTICLE II PURPOSE
The Association is a non-profit, membership organization. It
exists to support, assist and promote diverse, local, owner-operated
businesses in the Grove Arcade Public Market, thereby helping to
sustain the vitality and character of the Grove Arcade and
surrounding historic downtown.
ARTICLE III GOALS
The day-to-day activities of the Association are guided by these
goals:
1. To promote the economic health of both the individual
businesses and the Grove Arcade Public Market at large.
2. To provide assistance and support to the owners and
operators of the Grove Arcade businesses.
3. To represent and advocate positions of the members in the
political, planning and development processes of the Grove
Arcade and greater downtown Asheville area.
ARTICLE IV LOCATION OF ASSOCIATION OFFICE
The Association office shall be located within the Grove Arcade.
All files and financial records shall be kept at the Association
office and access shall be regulated by the Association. All
correspondence shall be received at the office or other designated
address (within the Grove Arcade), as set by Board of Directors.
ARTICLE V MEMBERSHIP
Section 1: General Rules
All merchants are required to join the Association. All members
shall support the purpose and goals of the Association and any
self-governing rules, policies and regulations as deemed
appropriate by the Board of Directors and as approved by the
General Membership. All new members are requested to contact
the Membership Committee for general orientation.
Section 2: Classes of Membership
There shall be one class of membership in the Association, that of
general member. General members must be engaged in a business
within the Grove Arcade. Each member shall by its own process,
select two representatives to the merchant association. These shall
be called delegate and alternate delegate. Each delegate and
alternate delegate represents only one member business. The
names of the delegates and the alternate delegates must be on file
with the Secretary. Only delegates of member businesses may
actively participate in discussions at Association meetings.”
Section 3: Rights of members:
General Members have:
a. The right to elect the Board of Directors and to call for
recall any or all of the Board of Directors;
b. The right to propose an amendment to the by-laws;
c. The right to receive services and benefits from the
Association, provided they are current in their dues;
d. The right to participate in leadership processes
according to the terms of the by-laws;
e. The right to present proposals and suggestions and to
advocate their acceptance y the Association;
f. The right to obtain information concerning the actions
of the Board of Directors, the operations and financial
status of the Association;
g. The right to expect that the privileges of membership
shall not be violated and that the Board of Directors
shall act promptly and diligently to protect and preserve
such privileges.
Section 4: Dues
Dues for membership in the Association shall be proposed by the
Board of Directors and approved by the General Membership. To
maintain voting privileges in the Association, members must be
current in their dues. Dues will be paid according to # of spaces
owned by the members (one members owns 2 businesses, for
example, pays dues for each business). There is one vote per
business “dues”. Change in amount of dues can be proposed by
the Board of Directors and is subject to a membership vote.
Section 5: Evidence of Membership
The Association shall issue Membership Certificates and cards to
all members upon approval the membership. All new members
shall also receive a Membership Information Packet prepared by
the Membership Committee.
Section 6: Transfer or Sales of Business
When a business member transfers or sells a business, all past due
charges must be paid to the Association at the time of membership
acceptance of new owner. The new owner shall be requested to
appear before the Board pursuant to Article V, Section 1.
Section 7: Temporary Loss of Member Privileges
Any Business or individual delinquent in their dues shall lose all
privileges and benefits until all dues are paid in full.
ARTICLE VI MEETINGS
Section 1: Place of Meeting
Membership meetings shall be held within the boundaries of the
Grove Arcade, Asheville, North Carolina, or at any such place as
designated by the Board of Directors and designated in the “notice
of meeting” announcement.
Section 2: Meeting to be Open
Unless otherwise determined by the members, the public shall be
invited to attend all membership meetings. Non-members may
observe the meetings and may be invited to participate in
discussion where appropriate.
Section 3: Regular Membership Meetings
Regular membership meetings shall be held a minimum of 4 times
per year. Additional meetings to be called as needed.
Section 4: Annual Meeting
The annual meeting of the members of the Association shall be
determined by the Board of Directors.
Section 5: Notice of Meetings
A notice stating time and place of all regular membership meetings
shall be circulated at least seven days prior to such meetings.
Notice of the annual meeting shall be made at least ten days prior
to the meeting. Notice of any special meeting shall also state the
object of such meeting. No business shall be transacted at a
special meeting, which was not included in the public notice,
unless consented by all voting members present at such meeting.
No decisions shall be binding from such a meeting unless a Waiver
of Notice is signed by all members, as described in Section 6
Section 6: Waiver of Notice of Meeting
Any meeting of members at which a quorum is present shall be
valid in all respects regardless of any defect in the notice given
thereof, if all the members entitled to vote are present in fact, or if
such members sign a written waiver of notice of such meeting,
which waiver may be signed either before or after such meeting,
and may be signed by proxy. All such waivers shall be filed in the
minutes book of the Association by the Secretary.
Section 7: Definition of a Quorum
A quorum for the conduct of business at any membership meeting
shall be 10 percent of the total number of members. Only
members who are current in their annual dues shall be counted for
the purpose of determining if a quorum is present.
Section 8: Proxy Vote
For every regular and special General Membership meeting of the
Association, voting by proxy will be permitted. The proxy vote
form must be picked up at the Association office in person.
Section 9: Voting Rights
In any matter put to a vote at any meeting of the members, each
member business shall have one vote.
Section 10: Order of Business
The following order of business shall be observed at all annual
meetings of the members so far as practicable:
a. Call to order
b. Passing of a sign-in sheet for members
c. Review and approval of previous meeting minutes
d. Reports of officers and Executive Director
e. Reports of committees
f. Election of Board vacancies
g. Unfinished or old business
h. New business
i. Adjournment
ARTICLE VII DIRECTORS
Section 1: Board of Directors
The Association shall have a board of 5 directors while there is less
than 75% occupancy in the Grove Arcade Public Market. At 75%
occupancy, or greater, members may elect to have 7 directors.
Directors will serve two-year terms, with the exception of 3
directors elected in 2002 (the initial year of operation), who will
serve a one-year term. Directors will be elected by eligible voting
members at their annual meeting. Interim directors may be
appointed by the Board during the calendar year to fill mid-term
vacancies. At the end of the calendar year, however, interim
directors must stand for re-election at the annual meeting of the
Association.
Section 2: Board of Directors Composition
The Association will strive to have a board composition, which
includes at least one representative from the following categories:
Stall Market area, food service (restaurants), retail, art/craft. Paid
staff of the Grove Arcade Public Market, or the Grove Arcade
developers and/or CP&L are excluded from eligibility as a
Director. All elected Directors must meet the requirements of the
membership as stated in Article V.
Section 3: Powers and Duties of the Board of Directors
The Directors shall have responsibility for the day-to-day
management and control of the affairs of the Association and shall
exercise all of the powers that may be exercised or performed by
the Association under the laws of the State of North Carolina and
the Articles of Incorporation, except by any limitations specifically
stated in these By-Laws.
Section 4: Compensation of Directors
Directors or committee members shall be compensated for
expenses incurred on behalf of the Association. Receipts must be
submitted within one month for compensation and must be
reported monthly in the Treasurer’s report.
Section 5: Recall of Directors
Any Board of Director may be removed from office by a quarter of
the membership. A petition signed by 25% of the membership
must be presented to the Board of Directors after which a special
General Membership meeting shall be called to vote on the recall.
The Director in question will, at that time, have a chance to
respond to the specifics of the recall. At least 25% of the eligible
membership must vote for recall in order to remove a Director
from office. Any director missing three consecutive Board
meetings shall be subject to automatic recall by the Board of
Directors, with no vote of General membership required.
Section 6: Resignation of Directors
Any written resignation from a Director must be given to the
President of the Association. Such resignation shall take effect
immediately if requested by the Board, or at such time as stated in
the resignation. The resigning officer must turn over all relevant
paperwork, records and verbal information to the President of the
Board or to an interim or replacement Director on or before date of
resignation.
Section 7: Meetings
The Board of Directors shall meet at least one time per month at a
time and place designated by the Board.
Section 8: Annual Board Meeting
The annual meeting of the Board of Directors shall be held one
week after the annual membership meeting and election of Board
of Directors. At such meeting, the Directors shall elect their
officers for the ensuing year and transact such other business as
may properly come before them.
Section 9: Open Meetings
Unless otherwise determined by the Directors, the members shall
be invited to attend all board meetings. Non-directors may observe
the meetings and may be invited to participate in discussions where
appropriate. Closed meetings: Board of Directors meeting, or
sessions of meetings, may be closed for the discussion of personnel
or legal matters.
Section 10: Notice of Meetings
Unless Directors waive notice of or consent to a meeting, a notice
stating the time and place of any annual or special meeting of
Directors shall be mailed, postage prepaid, or hand-delivered to
each Board Director of record at his address in the Grove Arcade.
A notice of any special meeting will also state the object of such a
meeting. No business shall be conducted at a special meeting
except as stated in such notice, unless consented to by all voting
Directors. No decisions shall be binding from such a meeting
unless a Waiver of Notice is signed by all board members, as
described in Section 11.
Section 11: Waiver of Notice
If all Directors are present at any directors meeting, regardless of
method of call or notice, or if a majority of the Directors is present
and those absent sign a waiver of notice of such meeting, then the
transactions at such meeting shall be valid. Such waiver may be
signed prior to or after the holding of such meeting and shall be
filed in the minutes book of the Association by the Secretary.
Section 12: Quorum
A majority of the Directors currently in office shall constitute a
quorum. Only Directors who are present in person shall be entitled
to vote. Voting by proxy shall not be permitted.
ARTICLE VIII OFFICERS AND COMMITTEES
Section 1: Officers
Officers of the Association shall be elected by the Board of
Directors from among themselves and shall be designated as
follows: President, Vice President, Secretary, Treasurer. No
person shall hold more than one office.
Section 2: Terms of Office
Officers elected in the initial year of operation, 2002, will serve
one-year terms. Thereafter, officers shall serve for two years and
shall be elected on odd years beginning in 2003. No officer may
serve more than two consecutive terms in office.
Section 3: Qualifications
Any delegate of the Association may serve as an officer. Upon
election, that officer must relinquish the delegate status. The
general member may then replace its delegate.
Section 4: Duties of the President
The President shall reside over all meetings of the members and
Directors, shall be the general manager of the corporate affairs,
shall sign as president all contacts and other written instruments
which the Association may be authorized to make, and shall
submit to each meeting of members a full and complete report and
statement of the affairs of the Association. She/he shall generally
discharge such other duties as may be required of the President by
the laws of the State of North Carolina and the United States of
America and these By-Laws.
Section 5: Duties of the Vice President
The Vice President shall assume and perform all duties of the
President in the absence of disability of the President to act and
such other duties as are assigned by the Board of Directors. The
Vice President shall also serve as an ex-officio member of all
committees.
Section 6: Duties of the Secretary
The Secretary shall perform the ordinary duties of that office,
keeping minutes of all meetings and all records and papers of the
corporation. She/he shall mail or deliver all notices required by
law and the By-Laws of this Association. In case of absence,
inability, refusal, or neglect to do so, such notices may be mailed
or delivered by the President or any person so designated by the
President.
Section 7: Duties of the Treasurer
The Treasurer shall keep the financial records and accounts of the
Association and produce financial reports and returns as the Board
may require. The Treasurer (with Finance committee) shall
prepare an annual budget for consideration of the Board.
Section 8: Vacancy
In the case of a vacancy occurring in any offices of the
Association, such vacancy may be filled by the Board of Directors
at the next Board meeting.
Section 9: Recall
The same recall procedures will apply as described in Article VII,
Section 5 of these By-Laws.
Section 10: Committees
The following shall be standing committees: Special
Events/Outreach, Marketing/Publicity, Finance, and Membership.
The President shall, from time to time, appoint additional standing
and adhoc committees as shall be necessary to carry on the
activities of the Association. The President shall appoint all
committee chairpersons for adhoc or special committees.
Chairpersons of standing committees will be chosen by committee
members themselves. Committee chairpersons and members shall
be responsible to the full Board and shall make regular reports to
the Board as necessary. The President or Chairperson may appoint
additional members to each committee.
Section 11: Parliamentary Authority
To govern processes and relationships within the Association not
provided for in the By-Laws, the current edition of Robert’s Rules
of Order shall by referred to as a guideline.
Section 12: Amendments
The By-Laws of this Association may be supplemented or
amended by a majority vote of the members at any meeting,
provided notice setting forth the proposed change is given along
with notice of meeting.
