By-Laws for Augusta Road Business Association, Inc.
Date: 12.15.2023
Address: PO Box 8723, Greenville, SC 29604
Article I – Name and Purpose
Sec. 1 Name. This organization shall be known as the Augusta Road Business Association, Inc. hereinafter referred to as “ARBA” or as the “Association”.
Sec. 2 Purpose. ARBA is a non-profit organization that seeks to promote the economic vitality of Greenville’s Augusta Road business community through informed involvement in matters affecting the quality of life in the area; to recognize and preserve the history of the Augusta Road area as it relates to the City of Greenville, South Carolina; and to provide a voice for business, non-profit, and resident members of the Association in the commercial development of Augusta Road. The objectives of ARBA include but are not limited to the representation of the interests of the Augusta Road business community and service as its primary organization for collaborative marketing and promotional efforts. With a network of diverse people and resources, ARBA is a united advocate for positive change and development. The Association requests that all, including but not limited to, developers, researchers, engineers, and interested entities give their due diligence in approaching Augusta Road Business Association Membership with full or possible intent. These parties are invited to contact the Association Board of Directors to communicate intent and if necessary present or speak at Board or Membership meetings, or both if needed.
Sec. 3 Fiscal Year End. The fiscal year-end for the Association will be December 31.
Sec. 4 Dues. The annual dues of this association for regular members shall be in the amount recommended by the Board of Directors and approved by the membership of the Association as part of the approval of the budget at the first meeting of the calendar year.
Article II – Membership
Sec. 1 Eligibility. Any business owner, partner, corporate officer, or designated representative of any recognized business, business activity, profession, or other legitimate business enterprise located on or with offices in Augusta Road/Street shall be eligible for membership in the Augusta Road Business Association. Resident memberships are allowed for those living within a 2-mile radius of Augusta Road.
Sec. 2 Dues. The annual dues of this association for regular members shall be in the amount recommended by the Board of Directors and approved by the membership of the Association as part of the approval of the budget at the first meeting of the calendar year.
Sec. 3 Fiscal year. The Fiscal year-end for the organization will be Dec. 31st
Sec. 4 Membership Meetings. There are no regularly scheduled membership meetings. Any interested member may attend meetings of the Board of Directors at any time when you know a meeting place. You also may be asked by the Board to attend specific meetings when your expertise is needed. Membership meetings may be called by the President. Members wishing to make presentations to the Board may be allowed to do so upon a request to the President or representative of the Board and will be allowed to do so at the next available board meeting, following receiving knowledge of what the presentation is concerning. This decides whether it is just a board meeting or a full membership educational meeting.
Article III – Board of Directors
Sec. 1 General Powers. The management, direction, and control of ARBA shall be in the Board of Directors, who shall be expected to attend Regular and Special meetings of the Board and Membership meetings of the Association. The Board of Directors shall have and exercise general control of the business and affairs of the Association and shall have the power to act as a body for the Association between meetings. The City Liaison does not have voting power.
Sec. 2 Number, Election, & Tenure. There shall be a minimum of 8 Directors with full voting rights including At Large Members. There should be at least one At Large Member. The full Board shall elect a nominating committee at the first meeting of the calendar year. The Nominating Committee will present a slate for vote. The new Board will begin in March. Board members shall serve a three-year term and are not limited in the number of terms they may serve. Directors must be members of the Association, and if membership terminates, their directorship terminates.
Sec. 3 Regular Meetings. Regular meetings of The Board of Directors will be held a minimum of one time per quarter.
Sec. 4 Special Meetings. Special meetings of the Board of Directors may be called by the President at any time by giving at least two-day notice to all Board Members and shall specify the particular business to be transacted at said meeting.
Sec. 5 Quorum. The quorum for all Board meetings shall be at least 3 members of the Board.
Sec. 6 Vacancies. Any vacancies that may occur may be filled by a majority vote of the Directors for the unexpired term of the Board member whose seat is presently vacant.
Sec. 7 Removal. Any Director may be removed from office for cause deemed sufficient by a majority vote of the Board of Directors at a meeting so called for that purpose and his/her successor may be elected at that meeting.
Sec. 8 Installation and Term of Office. The installation of the directors shall take place at the regular March meeting and they shall hold office for a three-year term or until their successor(s) shall be duly elected.
Sec. 9 Duties of the Directors. The Directors of ARBA shall have such duties, responsibilities, and powers as are usually associated with their office, except as modified by the Board, and shall have such additional duties, responsibilities, and powers as may from time to time be conferred upon them by the Board. The following duties are set forth as a guideline for each Director. The duties, responsibilities, and powers may be altered and/or expanded from time to time, at the discretion of the Board. Each Director has the authority to select Association members for specific tasks or projects.
Chair/President. The chair/president shall be the Chief Administrative Officer of ARBA. He or she shall preside over all meetings of this Association and at all meetings of the Board of Directors. The President is responsible for planning and scheduling each meeting. The President shall in general supervise and control the day-to-day business affairs of ARBA. The President shall carry into effect or cause to be carried into effect all orders or resolutions of the Board of Directors, and shall discharge such other duties as may from time to time be prescribed by the Board of Directors and the Membership.
Vice-President of Membership. The VP of Membership shall be responsible for the recruitment and retention of members and maintaining all membership records. The VP of Membership shall be responsible for communicating with the Secretary and Treasurer regarding new members and collecting member dues. Vice-President of Marketing. The VP of Marketing shall be responsible for maintaining and creating relationships with the community regarding all marketing efforts that include but are not limited to, internet marketing, print media, and event planning. The VP of Marketing will be the website administrator. When the Association is using a Marketing Consultant the VP of Marketing will be responsible for reviewing and proofing all marketing materials including emails, newsletters, print advertising, online media, and website.
Treasurer. The Treasurer shall be responsible for the receipt, care, and custody of all funds of the Association. He or she shall maintain safe custody of all ARBA funds and securities. All funds of the Association will be deposited to the credit of ARBA in depositories designated by the Board of Directors and will be dispensed and reported to the Board by the Treasurer or the President. The Treasurer shall make disbursements based on approved budgets and Board votes.
The Treasurer shall keep accurate and complete financial books, which shall be open for inspection at any time.
The Treasurer shall furnish a fiscal year-end financial report to all Members.
Secretary. The Secretary shall attend all meetings of the Association and Board of Directors and shall be responsible for recording the minutes of all proceedings in books belonging to the Association. The Secretary shall be responsible for notifying all Directors of scheduled and called Board meetings and shall be responsible for attending to all correspondence of ARBA. The Secretary may be assigned duties and responsibilities by the President or Board of Directors.
At Large Members. Board Members with voting rights. These members represent the interests of the membership. This person must be able to attend monthly Board meetings and help make decisions on behalf of ARBA members. The President can give At Large Members a project or task when and if the event arises. At Large Members must be able to step into a role if others on the Board are not available.
Sec. 10 Liability of the Board of Directors
ARBA is a voluntary membership association whose purpose is to promote the economic vitality, history, and commercial development of Greenville’s Augusta Road community as stated in Article I, Sec. 2. No Director/Officer shall be held liable for any acts or omissions related to the Association unless the Director has personally committed fraudulent or criminal acts with intent.
Article IV – Public Charity
Sec. 1 The Association is organized exclusively for charitable, religious, educational, and scientific purposes under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Sec. 2 No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons or business entities, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes outlined in Article IV, Sec. 1 above. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Sec. 3 Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of Greenville County, South Carolina, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
