BY-LAWS

Article I – Name

1:1       The nameof this organization shall be the Waxahachie Downtown Merchants Associationhereinafter known as WDMA or Association.

1:2       TheAssociation shall observe all local, state and federal laws, which apply to anon-profit organization and is organized and operated exclusively for civicpurposes as defined and with the meaning of the Internal Revenue Code section501 (c) (6).

Article II – Purpose

2:1       The purpose of the WDMA shall be formembers to work collaboratively towards the Association’s mission statement asdefined in Article 2: Section 2.

2:2       A membership organization oflike-minded business owners and supporters who have a concentrated vision andwork collaboratively to make Downtown Waxahachie a beautiful, safe, viable andprofitable location for the community to shop, dine and attend sponsored events.

We encourageeconomic growth and success while supporting fellow members through peerreferrals, shared ideas, and best practices resulting in community awarenessand professional development to make our downtown a better place.

Article III – Membership

3:1       Membership is open to any business, individual, enterprise orproperty owner located within the city of Waxahachie that supports the purposeof the WDMA.

3:2       Eachmember in paid good standing shall have the right to deliberate and address theAssociation during regular business meetings, participate in WDMA events,programming and advertising, as well as cast equal votes for matters at handand the election of organization officers.

3:3        Membershipperiod and dues

A. The membership period shall befrom January 1st of each year to December 31 of the next year. Members shallregister with the Membership Chair when dues are paid.

B. Membership dues shall be $150.00for one year per business payable to the Association via check or cash by thelast general meeting of the current year and no later than December 31stof current year.

3:4       In the event that a WDMA member engagesin behavior or actions that, in the sole discretion of the Executive Board, arein conflict with the purpose of the WDMA, the Executive Board, by threequarters affirmative vote, may suspend or expel a member. Reinstatement may begranted upon written request signed by a former member and filed with thesecretary. The Executive Board may, by three quarters affirmative vote, reinstatesuch former member to active membership upon such terms as the Executive Boardmay deem appropriate.

Article IV – Officers

4:1       The voting officers of WDMA shall bea President, a Vice President, a Secretary, a Treasurer, and a Member at Large.

4:2       ThePresident shall appoint a nominating committee consisting of three members atthe November general meeting. The slate of new officers shall be presented andvoted on at the January meeting and take office at the February meeting. Eachofficer shall hold their position for two years or until his or her successorhas been duly elected. The office of President and Treasurer shall be electedon odd years; the office of Vice-President, Secretary, and Member at Large shallbe elected on even years.

4:3       Vacanciesin office shall be appointed by Officers subject to approval of the Associationat the next regular meeting.

4:4       Duties ofofficers

A. The Officers shall have the authority and responsibility to carry outthe objectives of the WDMA, making such policy and business transactions thatmay occur between regular Association meetings and cannot be postponed untilthe next regularly scheduled meeting.

B. President: Shall be the principal executiveofficer of the Association and shall in general supervise and control all ofthe business and affairs of the Association. He or she shall set the agenda forand preside at all meetings of the members and of the Executive Board. Thepresident shall serve as an ex-officio member on all committees for the WDMA.He or she shall make appointments for the nominating committee, as well aschairmen for each of the standing Association committees and add any workingcommittees as deemed necessary by the Officers. He or she shall serve as anofficial signature for the Association financial account.

C. Vice President: In the absence ofthe President or in the event of his or her inability or refusal to act, theVice President shall perform the duties of the President, and when so acting,shall have all the powers of and be subject to all the restrictions upon thePresident. The Vice President shall also assume the responsibility ofoverseeing and coordinating all standing Association committees.

D. Treasurer: Shall keep and maintain,adequate and correct books and records of the account for the Association. TheTreasurer shall be responsible for all monies due and payable to the Association,have charge and custody of, and be responsible for deposit of such monies inthe name and to the credit of the Association with such depositories as may bedesignated by the Executive Board. The Treasurer shall disburse, or beresponsible for the disbursement of, the funds of the Association as ordered bythe Executive Board or a duly appointed and authorized committee of the ExecutiveBoard and serve as an official signature on the Association financial account.The Treasurer shall render to the Executive Board and general membership astatement of the financial condition of the Association at every regularlyscheduled meeting. In consultation with the Executive Board, the Treasurershall present an annual budget for the ensuing fiscal year (stated as January 1st– December 31st) to be presented to the membership for adoption. TheTreasurer shall exercise such powers and perform such duties as are usuallyvested in the office of the Chief Financial Officer of an Association.

E. Secretary: Shall keep a record ofthe proceedings of the Executive Board and general membership meeting. TheSecretary shall make proper entries in the books of the Association,coordination of Association email account, and maintain an accurate role ofmembers. He or she shall serve all notices required by law or the By-laws ofthe Association and in case of his or her absence, refusal or inability to act,his or her duties may be performed by any person whom the Officers may direct.

Records are defined as: minutes of meetings, preparation ofagendas, preparing ballots, preparing of correspondence and any other to beassigned by the Executive Board.

F. Member at Large: Shall representthe interest of the Association membership at large, regardless of his or herown point of view, to the Executive Board. The Member at Large will assumeduties that do not fall under the scope of the other Association Officers.

Article V – Executive Board

5:1       The votingmembers shall consist of the elected Officers of this Association, togetherwith the following non-voting members: immediate past-President,Membership Chairman, Web/Communications Chairman, and Advertising Chairmanshall constitute the Executive Board.

5:2       ExecutiveBoard members shall not receive any stated salary for their services.

5:3       In the event of a vacancy on theExecutive Board, the President shall appoint, with the approval of the Officers,a regular member in good standing of the WDMA to fill the unexpired term.

5:4       Avacancy in the Executive Board shall be deemed to exist in case of death,resignation, or ceasing to be a regular member of the WDMA.

5:5       Any Executive Board member who shall miss two consecutivemeetings of the Board, or four within a twelve-month period without good andsufficient reason may, at the discretion of the Officers, be removed fromoffice.

5:6       The Executive Board will work in conjunction with the following Ex-Officiomembers as it sees fit. These Ex-Officio members shall serve at the pleasure ofthe Board and shall not be entitled to a vote but shall serve in an advisorynature only.

A. City of Waxahachie DowntownRepresentative: shall serve as liaisons between the city of Waxahachie and theWDMA and facilitate activities and events of the WDMA.

B. Convention and Visitors BureauDirector: shall keep the merchants informed of all activities to promotetourism in the city.

C. Chamber of Commerce President:shall serve as the liaison between the WDMA and the Chamber of Commerce.

Article VI – Committees

6:1       At least one Executive Board membershall serve on each committee to act as a liaison between the committee andExecutive Board. The President shall appoint, with the approval of the Officers,a member in good standing to serve as the Chairman of each standing committee.

6:1       ThePresident, with the approval of the Officers may establish a workingcommittee(s) as needed to address a need or function of the Association.

6:2       Thepurpose of the Association’s various committees is to create, plan andimplement the programs and events of the WDMA. They shall report eitherverbally or in writing to the Vice President. No standing or special committeeshall represent the Association in advocacy or opposition to any projectwithout the specific confirmation from the Officers. No actions of Committees are finaland binding unless such actions have specifically been previously approved by amembership vote, or are subsequently approved by the Officers.

6:4       The following shall be standingcommittees of the WDMA:

           A. Advertisement/Marketing

B. Social Media

C. Events

Article VII – Meetings and Quorum

7:1       The WDMA shall meet the firstWednesday of each month at 8:30 A.M. at the city Parks & Recreationbuilding as designated in the agenda.  Members shall be informed of any change inmeeting place or cancellation of a meeting.

7:2       An Association member may choose notto attend meetings, although active participation and support is encouraged ofall members.

7:3       Special meetings may be called by thePresident (or his/her designate) or upon the request of at least seven WDMAmembers, to conduct business or deal with urgent matters. Notice of the callsfor any special meeting of the regular members of the Association shall begiven by the Secretary, or such other officer as the Executive Board may, fromtime to time, determine, to each regular member not less than five (5) daysprior to the date of the holding of such meeting.

7:4       Executive Board meetings shall beheld regularly at the discretion of the President one time per monthon a day prior to the regular meeting. Any Board members can attend ExecutiveBoard meetings. Notice of the said meetings shall be given in advance ofmeeting time and place.

7:5       A quorum is necessary to vote on anymatters coming before the Association. A quorum for the membership will betwenty-five (25) percent of the members in good standing and a quorum for the Officerswill be a simple majority of the Officers. Proxies shall be included indetermining a quorum.

Article VIII – Voting

8:1       Members ingood standing are those eligible to vote whose membership has been paid priorto the start of any meeting and members may vote by electronic means or byproxy designating in writing the person to so vote for them at the time of themeeting; said proxies shall be in the hands of the Secretary at leastforty-eight (48) hours prior to the meeting to have any force and effect.

8:2       The Officersshall be responsible for seeing that only those members in good standing areprovided opportunity to vote on each ballot taken. Voting is limited to onevote per qualifying business/member.

Article IX – Checks, Drafts, etc.

9:1       All checks, drafts or orders for thepayment of money, notes or other evidences of indebtedness issued in the nameof the Association, shall be signed by a determined number of officer(s) basedon the following guidelines:

           All sums in excess of $500 requiretwo authorized officer signatures.

Article X – Ownership and Disposition of Assets

10:1     The Corporation may be dissolved only upon the majority vote ofthe Officers and the independently conducted majority vote of all members of goodstanding entitled to vote on amendment to Association instruments.

10:2     All assets, property and other things of value (hereafter"assets") shall be held in the name of the Association, and nomember(s) of the Association shall have any title to any item of value.  Upon dissolution of the Association as anon-profit organization, none of the assets shall go to any member of the ExecutiveBoard or membership.  After paying oradequately providing for the Association' debts and obligations, all remainingassets will be distributed only to such organization or organizations exemptfrom taxes under the same Internal Revenue Code provision of §501(c), to beused by such organization or organizations to accomplish the specific corporatepurposes stated herein.

Article XI – Liabilityof Members

11:1     No member of this corporation, eitherregular or otherwise, shall be personally liable for any of the debts, liabilities and/or obligations of thiscorporation.

Article XII – Donations

12:1  ThisAssociation may accept gifts, legacies, donations and/or contributions and inany amount and any form, from time to time, upon such terms and conditions asmay be decided from time to time by the Officers, subject only to the laws ofthe State of Texas regulating non-profit Associations and applicable provisionsof the I. R. C.

Article XIII –Legislation and Campaign Prohibitions

13:1     Nosubstantial part of the activities of this Association shall consist ofcarrying on propaganda, or otherwise attempting to influence legislation andthe Association shall not participate or intervene in any political campaign(including the publishing or distribution of statements) on behalf of any propaganda.No candidate endorsements are allowed. Positions on measures or propositionsare to be limited to business issues that directly impact the Association.

Article XIV – Parliamentary Authority

14:1     The current edition of Roberts Rulesof Order shall be the final source of authority in all questions ofparliamentary procedure when such rules are not inconsistent with the By-lawsof the Association.  The President mayappoint a parliamentarian if deemed necessary.

Article XV – Amendments

15:1 These By-Laws may be altered, amendedor repealed and new By-laws may be adopted by a two-thirds vote of memberspresent at any regular or special meeting, if at least seven (7) days writtennotice is given of intention to alter, amend or repeal or to adopt new By-Lawsat such meeting.

14:2 These By-Laws shall be reviewed byan appointed committee no less than once every five (5) years to ensurevalidity and congruency to the Association.