ADP Bylaws: Board of Directors

The ADP Bylaws define the number, tenure and qualifications for Directors of the company, as well as how vacancies are filled, Directors are appointed, and when the Board meets.

Number, Tenure and Qualifications

The number of Directors on the Board shall be not less than three (3) nor more than thirtyfive (35). The number of Directors shall be fixed from time to time by the Board of Directors and the number so fixed shall comprise the entire Board of Directors. The term of office shall not exceed two years, except that each Director shall hold office until his/her successor shall have been duly qualified and elected, or until his/her death, or until he/she shall resign from the Board. Directors’ terms begin at the close of the Annual Meeting in which they are elected, or if appointed, with the acceptance of their appointment.

Any voting member, or its individual representative when the member is not a natural person, is eligible to seek election to any Directorship for which his, her or its membership categories may qualify. The Board of Directors shall, when fixing the number of Directors, designate each elected Directorship as one to be filled by the election of a member qualifying in one of the following categories:

a. Downtown Property Owner
b. Downtown Resident
c. Downtown Business
d. Public Agency
e. Professional Service Provider
f. At-large

Each of the above categories of membership shall have not less than one Directorship designated as its representative. To the extent feasible, the Board shall strive to create elected Directorships that represent the following membership categories:

a. Downtown Property Owner:
25% of all elected Directors

b. Downtown Business:
40% of all elected Directors

c. At-large:
15% of all elected Directors

d. Downtown Resident, Public Agency & Professional Service Provider:
20% aggregate of all elected Directors

Except as provided herein, Directors shall be elected annually at the regular annual meeting of the membership. Half of the Directors shall be elected in even years, and half shall be elected in odd years. If an odd number of total Directorships are created, there may be one more Directorship whose election is conducted in either even or odd years, with said election occurring in the year of creation and biennially thereafter. Any Director appointed by the President without a vote of the membership shall stand for a vote of confirmation at the next annual meeting of the membership.

The Directors, by resolution, may adopt procedures for the nomination of candidates for Directorships. Immediately following the annual meeting, the Secretary shall notify those persons elected Directors who may not have been present for the vote.

In the event of a tie vote for any directorship, lots shall be drawn to determine those who will serve as a Director, in a manner prescribed by resolution of the Board of Directors, or in the absence of any such resolution, by the President.

Vacancies

To the extent that vacancies may arise within the Board, the President may appoint Directors to fill those vacancies, except that no more than ten (10) Directors may serve by appointment at any one time unless they have first been confirmed by a vote of the membership.

Appointed Directors

The Board may designate no more than five (5) directorships as positions to be filled by appointment of the President. No appointed Director shall be appointed to more than two consecutive terms, except that an appointed Director remains eligible to serve as an elected Director. All appointed Directors shall stand for a vote of confirmation at the first meeting of the membership occurring during any term of appointment.

Removal

A Director may be removed for cause by a vote of two-thirds (2/3) of all Directors then in office. Such an action shall be taken at a regular meeting of the Board of Directors or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting, sent at least ten (10) days prior thereto. The President may remove any Director who is absent from three or more regular Board meetings within the Director’s term. Absence from a total of six regular Board meetings during a Director’s term shall be deemed to be an abandonment of the Director’s Directorship.

Compensation

Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the Board, providing that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefore.

Ex-Officio Advisors

The President may appoint a maximum of five (5) ex officio, non-voting advisors to the Board, whose terms shall not exceed one year each.

Meetings

Board meetings are open to the membership, except that the Board of Directors may convene an executive session for the discussion of personnel, litigation or other confidential matters. No vote may be taken in executive session.