TDA Bylaws amended 12- 2011
NEW HANOVER COUNTY TOURISM DEVELOPMENT AUTHORITY
BY-LAWS
ARTICLE I
IMPRIMIS: The New Hanover County Tourism Development Authority
(hereinafter referred to as “TDA”) exists pursuant to Ratified House Bills
1707and 1720 (hereinafter referred to as “Legislation”), and Resolution of
Commissioners of New Hanover County adopted during regular business on
November 12, 2002, authorizing said TDA to adopt rules of procedure. The
TDA is a public authority under the “Local Government Budget and Fiscal
Control Act” and shall hereinafter be known and operated as the New
Hanover County Tourism Development Authority d/b/a Wilmington and
Beaches Convention and Visitors Bureau.
ARTICLE II
PURPOSE: The purpose of the TDA is to allocate the net proceeds of the
New Hanover County Room Occupancy and Tourism Development Tax
remitted as delineated in the legislation as specifically set forth by House Bill
1707 and House Bill 1720, Session 2002. Additionally, the TDA serves as the
lead entity to develop and promote travel, tourism and conventions; sponsor
and finance tourism-related events and activities within the county and
finance tourism-related capital projects in the county.
ARTICLE III
OBJECTIVE: The objective of the TDA is to serve in a policy making role
to provide leadership in moving New Hanover County toward unity in
building orderly and desired growth in the visitor and travel industry by
promoting New Hanover County as a travel and tourism destination. To
attain such objectives, the TDA shall retain, as a body, the authority for
approving annual budgets, marketing plans, short-term and strategic long-
range plans, promotional assistance, visitor services and the hiring/dismissal
of the President/CEO of the Wilmington and Beaches Convention and
Visitors Bureau (hereinafter referred to as CVB) as an employee of the TDA.
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ARTICLE IV
ORGANIZATION:
A. MEMBERSHIP: The TDA membership shall consist of fifteen (15)
voting members: five (5) ex-officio members or their designees and
ten (10) additional members.
1. The ex-officio members shall be the Chair of the Board of County
Commissioners, the Mayor of the City of Wilmington, and Mayors of
the beach towns. Each ex-officio member may designate to serve in
the member’s place an individual who serves on the governing body of
the county or municipality that the member represents. The Board of
County Commissioners shall appoint the members below with each
individual having experience in promoting travel and tourism:
(a)One owner or manager of a hotel of 150 rooms or more in the
Town of Wrightsville Beach.
(b)One owner or manager of a hotel in the Town of Carolina Beach.
(c)One owner or manager of a hotel in the Town of Kure Beach.
(d)One owner or manager of a hotel of 150 rooms or more in the City
of Wilmington.
(e)One owner or manager of a hotel of fewer than 150 rooms in the
City of Wilmington.
(f)One owner or manager of a bed and breakfast facility.
(g)One owner or manager of a company that manages and rents
more than 100 vacation rental properties.
(h)One representative of a tourism attraction in the County who is
actively involved in the promotion of travel and tourism in the
County.
(i)One representative of the Wilmington Chamber of Commerce who
is actively involved in promoting travel and tourism in the County.
(j)One owner or manager of a restaurant business in the County.
2.Non-Voting Members:
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(a) The New Hanover County Finance Director, who shall serve as a
non-voting ex-officio member and treasurer.
(b) The President/CEO of the CVB, who shall serve as a non-voting
ex-officio member.
B.OFFICERS:
1.Chair: The initial Chair shall be appointed by the Board of
County Commissioners. Thereafter, during the first quarter of each
calendar year, the Authority shall elect a Chair from and by the TDA
voting membership. A majority of the affirmative votes of the TDA
membership is required for election. A member is not eligible for
election as Chair until the member shall have served as a TDA
member for one year which may include a portion of the unexpired
term of a former member. A member may serve as Chair for a
maximum of two years.
The Chair shall preside at all regular and special meetings of the
TDA, including Ad Hoc and Standing, chair the Executive
Committee, appoint the Chair for each TDA committee and serve as
ex-officio on each appointed committee; shall perform such other
duties as may come within the jurisdiction of that office. At each
meeting, the Chairman shall submit such recommendations and
information as considered proper concerning the business, affairs and
policies of the TDA.
2. Vice-Chair: The Vice-Chair shall be elected from and by the
TDA voting membership. A majority of the affirmative votes of the
TDA membership is required for election. A member is not eligible
for election as Vice-Chair until the member shall have served as a
TDA member for one year which may include a portion of the
unexpired term of a former member. A member may serve as Vice-
Chair for a maximum of two years.
The Vice-Chair shall preside at all regular and special meetings of the
TDA in the absence of the Chair or during any incapacity of the
Chair. The Vice-Chair shall perform such other duties as may be
assigned by the Chair.
3. Secretary: The Secretary shall be elected from and by the
TDA voting membership. A majority of the affirmative votes of the
TDA membership is required for election. A member is not eligible
for election as Secretary until the member shall have served as a TDA
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member for one year which may include a portion of the unexpired
term of a former member. A member may serve as Secretary for a
maximum of two years.
The Secretary shall be responsible for the taking and publishing of
minutes for each meeting of the TDA and distribute to the
membership in a timely manner all information pertinent to the TDA
activities/decisions. The Secretary shall have the general
responsibility for the records for the TDA and shall perform other
duties as are assigned by the TDA.
4. Financial Officer: The New Hanover County Finance Director
shall serve as the non-voting ex-officio finance officer of the
Authority.
The Finance Officer shall establish the procedures for the receipt and
disbursement of all TDA funds and in providing a monthly
accounting to the TDA of its financial status; shall be responsible for
all financial records; prompt filing of all required financial documents
and forms and shall cause to be made as soon as reasonable after the
close of its fiscal year an audit. The Financial Officer shall report
quarterly and at the close of the fiscal year on receipts and
expenditures for the preceding quarter and for the year and file these
reports with the Board of Commissioners and with the governing
body of each municipality in New Hanover County. The Finance
Officer shall make recommendations as deemed necessary to the
Executive Committee for the maintenance of a financially sound,
budget consistent with the purpose and objectives of House Bills 1720
and 1707.
C.COMMITTEES: There shall be no more than seven (7) TDA
members serving on any one committee.
1. Executive Committee: There shall be an Executive Committee
consisting of: Immediate Past Chairman, Chairman, Vice-Chair,
Secretary, Treasurer, CVB President/CEO or if that individual is no
longer a Board member, a Board member appointed by the present
Chairman.
This Committee shall be the TDA interface with the CVB
President/CEO. Its authority includes the authorization of
expenditures in accordance with the approved TDA budget and as
recommended by the President/CEO, and immediate supervision of
the President/CEO. These responsibilities are not intended to assume
the responsibilities of the President/CEO of the CVB, rather to offer
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assistance, direction and expenditure authorization when
administrative-managerial issues necessitate immediate supervisory
support for efficient decision making.
The Executive Committee shall be authorized to act in the name of the
TDA on all matters assigned to it by affirmative vote of the TDA
membership for decision and implementation.
2.Ad Hoc Committees: The TDA shall appoint Ad Hoc
Committees from time to time as appropriate to expedite research
into matters of TDA interest or to implement expeditiously TDA
policies on specific matters. The Committees shall be chaired by a
TDA voting member, but membership on them does not have to be
restricted to TDA members. A specific task will be assigned to each
such committee. When its work is completed and final report
submitted, whether written or oral, the Committee will be dissolved
and such fact recorded in the TDA record minutes.
ARTICLE V
FISCAL: The fiscal and administrative year shall be July 1 through June 30
next.
A. STATUTORY COMPLIANCE: All aspects of fiscal control
and administration shall be in accordance with the applicable provisions of
Article #3, Chapter 159, General Statutes of North Carolina’s “Local
Government and Fiscal Control Act, as applicable to an Authority.”
B. AUTHORIZED SIGNATURES: All instruments for payment
of money by the TDA shall be executed pursuant to the established
procedures of New Hanover County for expenditure of public funds. All
checks, drafts or orders for payment of money, notes or other evidences of
indebtedness issued in the name of the CVB shall be signed by either the New
Hanover County Finance Director or the President/CEO, or in such manner
or shall from time to time be determined by resolution of the TDA.
C. FUNDS MANAGEMENT: All funds of the TDA in excess of
Two Hundred Fifty Dollars ($250) shall be deposited daily to the credit of the
TDA in such bank or other legal depository as designated by the TDA with
the New Hanover County Finance Officer.
D. REPORTS/AUDITS: The TDA shall submit quarterly and at
the close of its fiscal year a detailed financial report covering receipts and
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disbursements for the preceding quarter and for the year to the Board of
Commissioners and the governing body of each beach town.
E.GIFTS: Gifts, bequest or devices for the purpose of the TDA,
may be accepted by the TDA from any legal source for use toward any
budgetary purpose or unplanned special projects.
F.FUND BALANCE: The TDA shall have a goal of three
months expenditures in reserve for undesignated, unrestricted fund
balance. The TDA shall have a goal of two months expenditures of beach
funds restricted for tourism related activities.
ARTICLE VI
RULES/PROCEDURES:
A.MEETINGS:
1. Regular: The TDA shall meet bi-monthly at a time and place
designated by the Chair.
2.Special: The TDA shall meet on an unscheduled basis to
consider urgent matters upon call of the Chair. Special meetings
shall also be called by the Vice-Chair in absence of the Chair. All
special meetings called by Chair must be for an announced specific
purpose and no other TDA business shall be conducted during
such meetings. TDA members shall be notified at least forty-eight
(48) hours prior to special meetings, such notice to include
information as to the subject matter to be discussed, and the
designated meeting time/place.
3.Open Meetings: All meetings of the TDA shall be announced
and open to the general public, with advanced notifications to the
media, EXCEPT the TDA may move to go into closed sessions
from time to time pursuant to provisions of Article 33C, Chapter
143, North Carolina General Statutes.
4.Quorum: A majority number of currently appointed TDA
members shall be present to constitute a quorum and conduct
official TDA business. No regular or special TDA meetings shall
be called to order unless a quorum is present.
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5.Action/Voting: All TDA actions/decisions, except as otherwise
herein provided, shall be by a majority affirmative vote of
members present and voting. There shall be no absentee nor
proxy voting authorized. All proceedings of the TDA shall be
conducted under general accepted practices of procedures, except,
in cases of procedural disagreement, Robert’s Rules of Order shall
take precedence and govern proceedings.
6.Minutes: The minutes of all regular meetings shall be
prepared formally and transmitted to each TDA member not later
than seven (7) days prior to the next regular meeting. Minutes of
all special and/or emergency meetings shall be so transmitted not
later than ten (10) days subsequent to special meeting.
B.MEMBERSHIP:
1.Tenure: All appointed members shall serve three-year terms
and may serve no more than two consecutive three-year terms,
EXCEPT, periods of service to fill the unexpired term of a former
member shall not be computed in the tenure of a current member.
2.Voting: Each TDA member present shall be entitled to one
vote on each matter submitted for vote by the membership.
Assignment of voting rights is not permitted.
3.Attendance at Meetings: Members are expected to attend all
meetings of the TDA. Termination of membership will
automatically be recommended to the appointing authority and
shall give cause for termination should any member miss three (3)
consecutive, unexcused meetings.
4.Resignation:TDA members may resign by submitting their
resignation in writing to the TDA Chair and the appointing
authority for their designated membership.
5.Vacancy: Membership vacancies in the TDA shall be filled by
the appointing authority for the member creating the vacancy.
Members appointed to fill vacancies shall serve for the remainder
of the unexpired term for which they are appointed to fill.
6.Compensation:TDA members shall serve without
compensation, but shall be reimbursed for direct expenses related
to specific actions assigned and designated essential to TDA
effectiveness by the Executive Committee.
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7.Conflict of Interest:TDA members shall not participate in any
TDA decision process in which they or their grandparents,
parents, siblings, spouse, or children, or persons of the same
degree of kinship by marriage, may have a financial or political
interest or benefit.
ARTICLE VII
ADMINISTRATION: There is hereby established a Wilmington and
Beaches Convention and Visitors Bureau (CVB), which shall be the
administrative entity for the TDA.
A.PURPOSE: The purpose of the CVB is to provide
administrative support to and implementation/execution of the
policies, plans and disbursements of the TDA.
B. OBJECTIVE: The objective of the CVB is to serve as the
umbrella organization which represents New Hanover County in the
solicitation and servicing of all types of travelers to the county, whether
they visit for business, pleasure or both. The CVB is New Hanover
County’s liaison between potential visitors to the area and the
businesses which will host and serve them. It shall act as an
information clearing house, convention management/special events
consultant, promotional agency for New Hanover County.
The CVB shall be the single entity that brings together the interests of
County governments, trade/civic organizations and individual “travel
suppliers” - accommodations, attractions, restaurants, merchants,
local transportation – in building outside visitor traffic to the area.
C. ORGANIZATION: The CVB shall be organized in such a
manner as to be compatible for interface with the North Carolina
Travel and Tourism Division, commercial travel and tourism
companies, and associate CVBs. It shall be managed by the
President/CEO under supervision of the TDA Executive Committee.
Subordinate divisions may be established as recommended by the
President/CEO to the TDA Executive Committee and shall be approved
by the TDA.
Salaries for all employees below the President/CEO level shall be
recommended by the President/CEO to the Executive Committee and
coordinated through the budgeting process within an overall salary
budgetary line item(s) of the approved TDA budget. Salaries for the
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President/CEO shall be recommended by the TDA Executive
Committee.
ARTICLE VIII
ATTACHMENTS: Attachments providing informational guidance and
assistance shall be attached hereto by an affirmative vote of two-thirds of the
appointed TDA membership authorized to vote from time to time as a ready
reference to the TDA in the formulation of policy and decision making. Such
attachments may be guidelines for disbursement of special funds, awarding
grants of money, legal opinions, or analysis of public policy. Attachments
shall be alphabetically identified, with the information source and effective
date shown clearly.
ARTICLE IX
AMENDMENTS: The By-Laws may be amended or revised in whole or in
part by an affirmative vote of two-thirds of the appointed TDA membership
authorized to vote. A Record of Amendments shall be maintained
immediately following these By-Laws, preceding attachments, referring to
the specific amendment and its effective date.
END
AUTHENTICATION: The above TDA By-Laws have been reviewed and
approved by an affirmative vote of two-thirds of the appointed TDA
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membership authorized to vote. They are effective January 29, 2003.
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Adopted the 29 day of January, 2003.
_____________________________ __________________________
Ted Davis, Jr., Chairman ATTEST: Spence Broadhurst,
New Hanover County Tourism Secretary/New Hanover County
Development Author ity Tourism Development Authority
12/9/2011 – Amended by Motion of the TDA Board of Directors on October
26, 2011 – Name change: New Hanover County Tourism Development
Authority doing business as the Cape Fear Coast Convention & Visitors
Bureau to New Hanover County Tourism Development Authority d/b/a
Wilmington and Beaches Convention and Visitors Bureau.
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