Swiss Bear Downtown Development

“3.2 number and term: the board of directors shall consist of no less than eighteen (18), which limitation on the number of directors shall not include emeritus or retired emeritus directors, and shall be elected as herein set forth. A.ten (10) members of the board of directors shall be designated representatives of the following organizations, and may serve for only so long as they continue to be a member of said organizations. Each member holds full voting rights. I.carolinaeast health system ii.craven community college iii.county manager or designee iv.craven county commissioner v.new bern alderman - ward 1 vi.new bern area chamber of commerce vii.city manager or designee viii.new bern historical society ix.new bern preservation foundation x.tryon palace b.up to sixteen (16) additional members of the board of directors shall be elected from the community who either demonstrate interest in the objectives and work of the corporation, or who represent identifiable segments of the community. The board must include at least three (3) property owners from within the municipal service district (msd), at least two (2) additional stakeholders from other districts within greater downtown new bern, and ex officio directors as outlined in article 3, paragraph 3.2 a. Upon recommendation of the executive committee and subject to approval by the regular board additional directors may be added. C.an unlimited number of directors designated as "emeritus" may be elected. Emeritus directors shall have all the rights and obligations of other directors, including the right to vote. Qualifications and other requirements to be elected as an emeritus director may be established by the board of directors, including different classes of directors emeriti. 3.3election, term and qualifications of directors: the term of each director shall be three (3) years. All directors may serve up to a maximum of two (2) consecutive three (3) year terms and must remain off of the board for at least one (1) year before being reappointed. Ex officio directors as outlined in article 3 paragraph 3.2 a shall be exempt from these term limits, though rotation should be encouraged where other appropriate representatives of the specified organizations are available and willing to serve. 3.4attendance: attendance of members of the board of directors at regular meetings is expected. Failure to attend four (4) of the regular meetings annually without prior notice or sufficient reason shall result in removal from office. The assistant secretary shall track attendance on a routine basis, and members will be notified of their individual attendance records from time to time. A warning letter will be sent after three (3) unexcused absences and/or absences without sufficient reason. 3.5directors nominating committee: no later than october 1 of each year, the chair shall appoint a directors nominating committee consisting of at least three (3) members of the board of directors whose terms are not expiring, and shall also designate the chair thereof. The chair of the board shall not be a member of the directors nominating committee. Nominations should be submitted to the board of directors by written and/or electronic notification at least three (3) days before the annual meeting.”

“Matters that are deemed to require discussion and approval are presented first to the executive board and voted upon. If necessary, certain matters may be presented to the full board for discussion and approval.”

“The finance committee will review the tax return. It will also be presented to the board of directors. The return will be available at the office for review before filing.”

“The organization monitors and enforces the conflict of interst policy as the organization functions throughout the year. The conflict of interest issue is considered with each event and/or transaction. If a conflict of interest arises, the event and/or transaction is modified accordingly to fall within the policy guidelines.”

“The executive director's compensation is reviewed and approved by the executive board of directors.”

“Governing documents are made available to the public upon request.”

“Special events and programs to assist in the promotion of the greater downtown business district”