Here are the by-laws of the Fayetteville Advertising and Promotion Commission
There’s been a lot of discussion lately regarding the accessibility and the contents of the Fayetteville Advertising and Promotion Commission’s by-laws and the commission’s funding request guidelines.
While we weren’t able to find the by-laws anywhere online, an email sent at 10 p.m. last night to the executive director landed a copy of the by-laws in our inbox at 8:30 a.m. today. The funding request guidelines are online and attached to the funding request application at experiencefayetteville.com.
When asked how others might obtain the by-laws, executive director Marilyn Heifner said anyone is free to call her office or stop by the Visitors Bureau and pick up a copy.
The by-laws were last updated in April 2010 so they do not yet include the most recent amendment which added a policy for “Open and Responsive Operation.” We’ve included that policy below the by-laws, though.
We haven’t read them yet, but here they are for anyone who’s interested. Also, PDF links to the original documents are available below the live text.
BY-LAWS
FAYETTEVILLE ADVERTISING AND PROMOTION COMMISSION
Dba Fayetteville Town Center, Fayetteville Visitors Bureau and Clinton House Museum
Section 1. Creation of the Commission. The Fayetteville Advertising and Promotion Commission hereafter referred to as the Commission has been created by and in accordance with provisions of Acts of Arkansas 185 of 1995, 123 of 1969, and 58 of 1970; and enabling City Ordinance No. 2310 (passed and approved March 1, 1977), which formally established the Commission.
Section 2. Duties of the Commission. The Commission is the body that determines the use of the city advertising and promotion fund (hotel, motel, restaurant tax).
Section 3. Membership of the Commission. There shall be seven members of the Commission. As specified by state law, four (4) members shall be owners or managers of businesses in the tourism industry, at least three of whom shall be owners or managers of hotels, motels, or restaurants, and who shall serve for staggered terms of four (4) years. Two (2) members of the Commission shall be members of the governing body of the city and selected by the governing body and shall serve at the will of the governing body. One (1) member shall be from the public at large and shall serve for a term of four (4) years. All members must be residents of the city.
Section 4. Vacancies on the Commission in any of the four of the tourism industry positions or in the at-large position shall be filled by appointment made by the remaining members of the commission with the approval of the governing body of the city.
Section 5. A vacancy may be declared by the Chair, if at any time, a Commission member should resign, should miss of total of three consecutive meeting without just cause, or if the death of a member occurs.
Section 6. Commission members should advise the Executive Director before the meeting date if they expect to be absent.
Section 1. At the January meeting of each year, the Commissioners shall elect a Chair whose term shall be for one year, but Chair can be elected for succeeding terms.
Section 2. The Chair shall preside at meetings and shall decide points of order or procedure following Robert’s Rules of Order. In the absence of the Chair, he may designate a representative to fill in until he returns.
Section 1. A monthly meeting of the Commission shall be held on the second Monday of every month at 2:00 p.m. These meetings are subject to change at the discretion of the Chair and/or the Commission.
Section 2. The place designated for the meeting shall be the Fayetteville Town Center. This location is subject to change with Chair approval.
Section 3. Special meetings of the Commission, for any purpose may be called by the Chair or any three members of the Commission at such times as may be necessary in the judgment of the person or persons calling said meeting, provided reasonable notice of time, place and purpose of said meeting is given.
Section 4. Written or printed notice of every special meeting of the board members shall be prepared and delivered to each board member not less than three (3) days before such meeting. Such notice shall state the objects of object thereof, and the time and place of the meeting. No business shall be transacted in special meetings, other than referred to in the notice.
Section 5. A majority of the members of the Commission shall constitute a quorum.
Section 6. No formal business shall be conducted without a quorum and no member may vote by proxy.
Section 7. The order of business shall follow the distributed agenda unless otherwise agreed to by the members.
Section 8. As to any matters not covered by these By-Laws concerning the meetings of the Fayetteville Advertising and Promotion Commission, Roberts Rules of Order shall be adopted as the rules of parliamentary law.
Section 1(a). No member of the Commission with a direct or indirect financial interest shall participate in, vote on, influence, or attempt to influence an official decision under consideration by the Commission
Section 1(b). A member of the Commission may participate in, vote on, influence, or attempt to influence an official decision if the only pecuniary interest that may accrue to the member is incidental to his position or accrues to him as a member of a profession, occupation, or large class to no greater extent than the pecuniary interest could be foreseen to accrue to all other members of the profession, occupation, or large class.
Section 2. No member of the Commission shall participate in any discussion or vote on a rule or regulation that exclusively benefits the member.
Section 1. A member of the Advertising and Promotion Commission is permitted to conduct business with the Commission, provided that the contract or job for services, is submitted as a competitive bid, and is approved by the Fayetteville A & P Commission following disclosure of the direct or indirect financial interest of the individual commissioner.
Section 1. The principal office of the Commission shall be located at the Fayetteville Town Center, 15 W. Mountain, Fayetteville, Washington County, Arkansas. The Commission shall have the power and authority to establish and maintain branch or subordinate offices at any other locations within the City of Fayetteville.
Section 1. The Commission shall be empowered to employ, and to terminate such
employment, an Executive Director and all other personnel deemed necessary to carry out the functions, operations and purposes of the Commission and its agencies created herein or at a later date.
Section 2. The Commission delegates to the Executive Director all authority and responsibility necessary to properly administer the business of the Commission and its agencies, within policies set by the Commission and subject to its review.
Section 3. The Executive Director shall be an ex-officio member (non-voting) member of the Commission.
Section 1. A monthly financial statement covering the preceding month shall be compiled and presented to the Commission at its regular monthly meeting by the accounting firm or by the Executive Director.
Section 2. The Commission shall follow the City of Fayetteville’s general rules for purchasing for merchandise or services.
Section 3. The Executive Director will prepare a budget for the following year with approval made by the Commission before the first regular meeting in January of the budget year.
Section 1. These by-laws shall be adopted and later suspended, changed or cancelled with an affirmative vote of 2/3 vote of the members of the Fayetteville Advertising and Promotion Commission.
Section 2. Amendments shall be proposed in writing at a regular meeting and voted on at a following meeting. If the written amendment has been given to all Commissioners, a special meeting can be called ten (10) days after the proposed change has been given to Commissioners for the purpose of voting on the change.
By majority action of the Fayetteville Advertising and Promotion Commission, these by laws are approved on this tenth (10) day of September, 2007.
POLICY FOR OPEN AND RESPONSIVE OPERATION
1. Consistent with state law, we will respond as quickly as possible to provide all documents requested by citizens, allowing them to examine the records and providing copies of all public information rapidly in forms that the public can readily find and use.
2. Public documents must be open to inspection and copying by any citizen of the State of Arkansas, within three business days, upon request in accordance with the Arkansas Freedom of Information Act (FOIA), but we should attempt to provide access even sooner. The requester may examine records and request copies of documents, and it is the policy of the Fayetteville Advertising and Promotion Commission to provide those documents as soon as possible in accordance with the FOIA.
3. It is also the policy of the Fayetteville Advertising and Promotion Commission to recommend that sustainable measures be encouraged, such as the use of CD, DVD, jump drives, or e-mailed scanned documents to avoid the use of paper that causes a negative environmental impact. Such copies of documents are to be provided at the actual cost of the CD, DVD, or jump drive, or at no charge if the requesting citizens provide their own data storage devices.
4. If the requestor prefers paper copies, the person requesting must pay for the actual cost, which should be no more than 5 cents per copied sheet. If it costs less than 5 cents a sheet, remember that the actual cost is the standard upon which you should use in compliance with such a request. Larger paper documents, such as maps, will be more expensive, but the standard remains that the cost will be judged by the “actual cost” of the copying.
5. Avoid any situations in which staff could turn a simple document/information request into a formal FOIA requests unnecessarily. The first thing that does is hinder customer service and create an environment of a closed agency, as opposed to the Fayetteville Advertising and Promotion Commission’s open government policies and principles. There might be requesters who merely add the words “and I request it under the FOIA”, but the actual request is likely for a routine document like a form that the person could just be downloaded. Either should be approached as a citizen service situation.
6. It is our policy that a person does not have to fill in any form to get a public record. Requests may be made in person, by phone, by email, or in writing, and all are equally valid. Sometimes a simple document or information request will come from a citizen with the words, “I request this under the Freedom of Information Act”, but that is not necessary. The Commission and staff should provide the requested information or documents to the requestor without the requestor’s need to invoke the Freedom of Information Act.
7. The Commission and staff should treat all requests for documents with the same attention, responsiveness, and urgency as accorded FOIA requests. Whether a simple oral document request or a formal written request under the FOIA statute, it comes down to service and getting the information or document to the requestor as soon as possible.
8. To increase transparency and accountability, the By-Laws of the Fayetteville Advertising and Promotion Commission should be posted on the Commission’s website.
9. To increase transparency and accountability, the Agenda and supporting documents for meetings of the Fayetteville Advertising and Promotion Commission should be posted on the Commission’s website no later than five days before the scheduled meeting.
10. To increase transparency and accountability, HMR Tax Report summaries should be posted on the Commission’s website within one week after that information is available.
Regarding Article 1, Section 5: How many meetings has Mills missed? And with regard to by-law voting procedures in the final section requiring a 2/3 majority, if that applies to the vote taken regarding Heifner’s status, Mills’ absence could have been the decisive vote. Fait accompli?
Kudos to the Flyer for being on the job here…
Commissioner Mills missed meetings in December, January, February and March.
Hmmm… kind of problematic, that.
If she’s a de facto nonexistent member, and the voting standard is 2/3 for all votes, it could be relevant.
RE “Kudos to the Flyer for being on the job here…”
Damn right– and for numerous other reasons as well.
RE “Commissioner Mills missed meetings in December, January, February and March.”
That would seem to quell any notion that Commissioner Mills missed a meeting in order to skew the vote on Ms. Heifner’s reinstatement.
RE “Hmmm… kind of problematic, that.”
The by-laws state that “A vacancy MAY be declared by the Chair…” Most by-laws account for long periods of absence of a board member, if that absence is justified. Since the term is four years, four missed meetings doesn’t necessarily seem an egregious failure. Perhaps Commissioner Mills has good reasons to have missed so many meetings.
RE “If she’s a de facto nonexistent member, and the voting standard is 2/3 for all votes, it could be relevant.”
Since the by-laws are silent on the majority required for votes other than for amending the by-laws (which in many organizations requires a greater majority than other types of votes), it seems safe to assume that a simple majority is required for all other votes. If six people are voting, a simple majority and a two-thirds majority are the same anyway, so Ms. Heifner was in fact reinstated by a two-thirds majority of those present.
4-3 is not a two-third majority, chief. And the point is, the by-laws specifically address someone being gone for three straight months, and she’s been gone four. A transparent A&P commission would address what the problem is, and if it’s chronic, Mills should be replaced by an active member. You know what they say about assumptions.
RE “4-3 is not a two-third majority, chief.”
True. However, 4-2 is a two-thirds majority when six people are voting. As long as a quorum is present, the vote is valid, and the majority is determined by the number of commissioners present. I don’t believe that the two-thirds majority requirement applies to this vote, but even if it does, Ms. Heifner was reinstated by a valid two-thirds majority.
RE “the by-laws specifically address someone being gone for three straight months”
Yes, it does– by stating that the Chair MAY appoint a replacement. It is not a requirement.
RE “A transparent A&P commission would address what the problem is…”
What does Commissioner Mills’ absence have to do with transparency? It is not related to how tax dollars are spent, and as far as I know, the FOIA does not apply to people who don’t go to meetings. Maybe they addressed it in an executive session.
RE “…and if it’s chronic, Mills should be replaced by an active member.”
Not necessarily. “May” does not carry the same force as “shall”. Of course, if it is an unjustifiable chronic absence, then that would be a good idea. We have no information on that aspect of the absence.
RE “Mills should be replaced by an active member. You know what they say about assumptions.”
You are conflating two issues. Mill’s absence has nothing to do with what the by-laws say– or don’t say– about voting majorities. That is, unless you think that the Commission has been conspiring to reinstate Ms. Heifner since November.
Since the by-laws are silent on what constitutes a majority on every vote except on amending the by-laws, and since “majority rules” sort of goes without saying, my assumption seems, as I said, safe. I will stand by a seemingly safe assumption rather than resort to conjecture about who should have been where, or how the Chair of the Commission should have seen fit to handle a situation concerning which I have no information.
It appears that you are letting a general resentment of the A & P Commission, however justified, cloud your appreciation of this particular action. “The A & P Commission sucks” is not a good logical basis for an analysis of its individual actions.
Chief.
So, YOUR assumptions are somehow more enlightened than my assumptions. Got it, chief.
RE “So, YOUR assumptions are somehow more enlightened than my assumptions.”
My assumptions are based on reading the by-laws of the A & P Commission rather than conjecturing about the legality or validity of the vote to reinstate; they make no suppositions about whether the “issue” of Commissioner Mills’ attendance has been addressed; I imply no chicanery based on the absence of a member from the meeting; and I do not attribute your lack of knowledge of the facts to some alleged lack of transparency.
More enlightened? That’s not my position at all. My assumptions are apparently more reasonable than yours, and that is what I said.
I read ‘em too. You’re making conclusions with the same amount of facts as I have. I see your bug has returned. Good day, sir.
Correction: Good day, chief.
“When asked how others might obtain the by-laws, executive director Marilyn Heifner said anyone is free to call her office…”
Better bring a FOIA with you, ZING!
+1