WHEREAS, it is desired by the Town of Blowing Rock, North Carolina, to create such an authority to fulfill those purposes and perform the duties as are set out in the aforementioned laws,

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Blowing Rock, North Carolina, as is follows:

The Blowing Rock Tourism Development Authority is hereby created.

The initial terms of the members of the Authority shall be as follows: The initial term of a member appointed from Group Three shall be for a one-year term. The initial term of one of the members appointed from both Group One and Group Two shall be for a two-year term. The remaining initial members shall be appointed for terms of three years each, Thereafter, all terms shall be for three years. Reappointment to the Authority shall be limited to three consecutive terms.

Any vacancy occurring in any group shall be filled with an appointment for the remainder of the unexpired term by the Town Council.

Members of the Authority shall serve without compensation but may be reimbursed for expenses actually incurred in connection with the performance of their duties in accordance with such rules as the Authority may from time to time adopt.

Section 5. Meetings.

The Authority shall meet as deemed necessary by the Chairperson but in any event it shall hold meetings at least quarterly. Special Meetings of the Authority may be called at any time by the Chairperson or Vice Chairperson. At least forty-eight (48) hours written notice of the time and place of Special Meetings shall be given by the Secretary or by the Chairperson to each member of the Authority.

All Authority meetings are to be held in accordance with Article 33C of Chapter 143 of the General Statutes of North Carolina, commonly referred to as the Open Meetings Law.

The Secretary of the Authority shall keep a record of its member’s attendance, of the Authority’s resolutions, discussions, findings and recommendations. The Authority may adopt its own rules of procedure or in absence thereof, "Robert’s Rules of Order" shall apply.

Section 6. Attendance/Removal.

Faithful attendance at all meetings of the Authority and conscientious performance of the duties required of members of the Authority shall be considered a prerequisite of continuing membership on the Authority. Any member, who misses more than two (2) consecutive meetings without an excused absence or for any good cause related to performance of duties, may be replaced at the recommendation of the Authority, and in the discretion of the Blowing Rock Town Council.

Upon request of the member proposed for removal, the Town Council shall hold a hearing on the removal before it becomes effective.

Section 7. Voting/Rules of Conduct for Members.
No voting member shall be excused from voting, except upon matters involving consideration and determination in which a member has a direct personal or financial interest.

However, ownership of a tourism-related business and/or serving as a board member of a non-profit tourist attraction/organization shall not constitute a sufficient reason to be excused if an equal degree of general financial interest applies to other members and no direct personal or financial interest is gained.

Each member shall maintain the confidential nature of confidential material to which members may become privy to as a member of the Authority. No Authority member shall directly or indirectly solicit any gift, or accept or receive any gift, whether in the form of money, services, loan, travel, entertainment, hospitality, thing or promise, or any other form, under circumstances in which a reasonable person would believe that the gift was intended to influence him/her in the performance of his/her duties, or was intended as a reward for any official action on his or her part.

Section 8. Officers.

The Chairperson of the Authority shall be designated by the Town Council. The Authority shall elect from the membership a Vice-Chairperson to serve in the absence of the Chairperson. The Finance Officer of the Town of Blowing Rock shall be the ex-officio Finance Officer of the Authority, and the Town Manager of the Town of Blowing Rock shall be the ex-officio Secretary to the Authority.

Section 9. Quorum.
A quorum shall consist of three (3) voting members of the Authority.

Section 10. Powers and Duties of the Blowing Rock Tourism Development Authority.

1. To select appropriate goals for the enhancement and development of the tourism industry in the Town of Blowing Rock that are compatible with the Town’s Comprehensive Plan;
2. To seek, evaluate, and choose proposals from appropriate organizations which will address the establishment and approved goals of the Authority;
3. To evaluate the effective and efficient implementation of the officially adopted plans of the Authority and of the Town Council (including the Town’s Comprehensive Plan);
4. To develop strategies and fund activities to assist in minimizing any negative impacts of tourism on the Town;
5. To promote travel, tourism, and conventions in the Town, sponsor tourist-related events

and activities in the Town, and finance tourist related capital projects in the Town;

6. To advertise or market an area or activity, publish and distribute pamphlets and other materials, conduct market research, or engage in or sponsor similar promotional activities that attract tourists or business travelers to the area;
7. To make recommendations to the Town Council for the efficient and effective enforcement of the Blowing Rock Room Occupancy and Tourism Development Tax;
8. To conduct such market research as it deems necessary in order to devise and develop the goals and plans necessary to create an effective marketing plan to promote travel and tourism industry in the Town;
9. To make Tourism-related expenditures that, in the judgement of the Authority, are designed to increase the use of lodging facilities, recreational facilities, and business establishments in the Town or to attract tourists or business travelers to the Town;
10. To make Tourism-related capital expenditures and expenditures required to make the downtown tourist area and nearby green areas more accessible, attractive, and usable;
11. To submit quarterly and at the close of the fiscal year to the Blowing Rock Town Council reports of its receipts and expenditures for the preceding quarter and for the year in such detail as the Town Council may require;
12. To submit a proposed annual budget to the Blowing Rock Town Council for their review and comment prior to the Authority’s formal budget adoption;
13. To at least once annually hold a joint travel and tourism planning/goal-setting session with the Blowing Rock Town Council.

The fiscal year of the Tourism Development Authority shall run from July 1 through June 30.

Beginning on January 1, 2004, the Authority shall appropriate occupancy tax proceeds as designated in the adopted FY 2003-2004 Annual Budget by the Blowing Rock Town Council. All remaining occupancy tax proceeds for FY 2003-2004 shall be placed in a reserve account and may not be appropriated until the new Fiscal Year. However, the Authority may contract for background market research & studies, which enable the Authority to better understand the travel and tourism industry in the Town as well as the impacts of travel and tourism on the Town.

Beginning July 1, 2004, the Authority shall use two-thirds of the funds remitted to it by the Town Council to promote travel and tourism in Blowing Rock and shall use the remaining one-third of the funds remitted for tourism-related expenditures.

For the purpose of allocating expenditures, the Authority shall apply the following definitions:

1. Promote travel and tourism. - To advertise or market an area or activity, publish and distribute pamphlets and other materials, conduct market research, or engage in similar promotional activities that attract tourists or business travelers to the area; the term includes administrative expenses incurred in engaging in the listed activities.
2. Tourism-related expenditures. - Expenditures that, in the judgment of the Tourism Development Authority, are designed to increase the use of lodging facilities, meeting facilities, and convention facilities in the town by attracting tourists or business travelers to the town. The term includes tourism-related capital expenditures.

Adopted this the 9^th day of December, 2003.

_________________________

J. B. Lawrence, Mayor

ATTEST:

______________________

Barbara Beach, Town Clerk

_________________________

Allen Moseley, Town Attorney

The Authority shall be a "public authority", and shall operate as such public authorities do operate under the Local Government Budget and Fiscal Control Act, and also pursuant to those Laws which govern bodies conducting meetings pursuant to the Open Meetings Law for the State of North Carolina.

The Authority shall have the Powers and Duties as set out in Section 10. Powers and Duties of the Blowing Rock Tourism Development Authority of the enabling ordinance adopted by the Town Council for the Town of Blowing Rock, North Carolina on December 9, 2003, or as may

be amended.

The Authority’s objectives shall be to promote, solicit, and encourage tourism in the Town of Blowing Rock, North Carolina, and to provide such services as are related to tourism. The Authority shall represent the Town of Blowing Rock, North Carolina in promoting Blowing Rock through state, national, and international advertising and promotion of the town of Blowing Rock for business and pleasure.

An Authority to promote and develop tourism in Blowing Rock, North Carolina is hereby created and established.

The initial terms of the members of the Authority shall be as follows: The initial term of a member appointed from Group Three shall be for a one-year term. The initial term of one of the members appointed from both Group One and Group Two shall be for a two-year term. The remaining initial members shall be appointed for terms of three years each, Thereafter, all terms shall be for three years. Reappointment to the Authority shall be limited to three consecutive terms.

Section 4. Vacancies.

Any vacancy occurring in any group shall be filled with an appointment for the remainder of the unexpired term by the Town Council.

Members of the Authority shall serve without compensation but may be reimbursed for expenses actually incurred in connection with the performance of their duties in accordance with such rules as the Authority may from time to time adopt.

Section 1. Regular and Special Meetings.

The Authority shall meet as deemed necessary by the Chairperson but in any event it shall hold meetings at least quarterly. Special Meetings of the Authority may be called at any time by the Chairperson or Vice Chairperson. At least forty-eight (48) hours written notice of the time and place of Special Meetings shall be given by the Secretary or by the Chairperson to each member of the Authority.

The Authority may adopt its own rules of procedure or in absence thereof, "Robert’s Rules of Order" shall apply.

All meetings of the Authority are to be held in accordance with Article 33C of Chapter 143 of the General Statutes of North Carolina, commonly referred to as the Open Meetings Law.

Faithful attendance at all meetings of the Authority and conscientious performance of the duties required of members of the Authority shall be considered a prerequisite of continuing membership on the Authority. Any member, who misses more than two (2) consecutive meetings without an excused absence or for any good cause related to performance of duties, may be replaced at the recommendation of the Authority, and in the discretion of the Blowing Rock Town Council.

Upon request of the member proposed for removal, the Town Council shall hold a hearing on the removal before it becomes effective.

Section 4. Quorum.
A quorum shall consist of three (3) voting members of the Authority.

Section 5. Voting/Rules of Conduct for Members.
No voting member shall be excused from voting, except upon matters involving consideration and determination in which a member has a direct personal or financial interest.

However, ownership of a tourism-related business and/or serving as a boardmember of a non-profit tourist attraction/organization shall not constitute a sufficient reason to be excused if an equal degree of general financial interest applies to other members and no direct personal or financial interest is gained.

Each member shall maintain the confidential nature of confidential material to which members may become privy to as a member of the Authority. No Authority member shall directly or indirectly solicit any gift, or accept or receive any gift, whether in the form of money, services, loan, travel, entertainment, hospitality, thing or promise, or any other form, under circumstances in which a reasonable person would believe that the gift was intended to influence him/her in the performance of his/her duties, or was intended as a reward for any official action on his or her part.

The Authority shall be responsible for keeping records of all meetings, including minutes, resolutions, discussions, findings, recommendations and attendance records. The minutes shall be available for public inspection during regular business hours, and in accordance with N.C.G.S. 143-318.10.

Section 1. Officers.

The Officers of the Authority shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer. The Chairperson of the Authority shall be designated by the Town Council. The Authority shall elect from the membership a Vice-Chairperson to serve in the absence of the Chairperson. The Finance Officer of the Town of Blowing Rock shall be the ex-officio Finance Officer of the Authority, and the Town Manager of the Town of Blowing Rock shall be the ex-officio Secretary to the Authority.

The Chairperson shall call and preside at all regular and special meetings of the Authority and make certain that lawful notices are provided to the members, to the public, and to the media. The Chairperson shall, with the assistance of the Secretary and/or Treasurer, be responsible for the preparation of the agendas for the meetings of the Authority. In addition, the Chairperson shall also perform such additional duties as may from time to time be designated by the Authority.

The Vice-Chairperson shall act in absence of the Chairperson to perform the duties and exercise the office that would be performed by the Chairperson. Also, the Vice-Chairperson shall perform such other duties as from time to time may be delegated to the Vice-Chairperson by the Authority,

The Secretary shall be responsible for keeping accurate records of all acts, proceedings and minutes of the Authority. The Secretary shall further assist the Chairperson in causing all appropriate notices to be given as are required to the public, the media and as otherwise by law required. That additionally, the Secretary shall perform all other duties as may from time to time be delegated to the Secretary by the Authority.

The Secretary of the Authority shall be the Town Manager for the Town of Blowing Rock, North Carolina, and shall act as an ex officio member of the Authority.

The Treasurer shall have the custody of all funds belonging to the Authority, shall receive, deposit, and disburse the same under the direction of the Authority. The Treasurer shall keep full and accurate accounts of the finances of the Authority and shall further report to the members of the Authority and the Town Council for the Town of Blowing Rock, North Carolina, as is required pursuant to the Ordinance and Resolution adopted November 11, 2003, by the Town Council for the Town of Blowing Rock, North Carolina.

The Treasurer of the Authority shall be the Finance Officer for the Town of Blowing Rock, North Carolina, and shall act as an ex officio member of the Authority.

Committees may be established by the Authority from time to time and may be assigned such duties and responsibilities as are deemed appropriate by the Authority. Committee members may be non-TDA members.

Committees shall have the duty to make recommendations as are deemed appropriate to the Authority, but shall not undertake any activity or encumber or spend funds without the approval of the Authority.

The Authority may employ staff, subject to the provisions of these bylaws, to assist in carrying out the objectives and mission of the Authority. In addition, the Authority may contract with another entity to assist in carrying out the objectives and mission of the Authority.

The Authority’s fiscal year shall begin on July 1^st and end on the following June 30^th. The Authority shall submit a proposed annual budget to the Town Council of the Town of Blowing Rock, North Carolina for their review and comment prior to the Authority’s formal budget adoption, and shall at least once annually hold a joint travel and tourism planning/goal-setting session with the Blowing Rock Town Council.

The Authority shall use the proceeds, as collected through the room occupancy tax, as is set out in that Ordinance adopted by the Town of Blowing Rock, North Carolina on December 9, 2003, or as may be amended.

The Authority shall cause an independent annual audit to be made of all revenues and expenditures, following the close of the fiscal year. Such audit shall be submitted to the Blowing Rock Town Council after presentation to the Authority.

The Authority may authorize the Officers of the Authority to enter into contracts or execute and deliver instruments, provided such have been approved by the Authority, and that the required expenditure funds, if any, have been provided by the Authority.

All checks, drafts or orders for the payment of money issues in the name of the Authority shall be signed by the appropriate officers of the Authority, in accordance with procedures adopted from time to time by the Authority.

The Authority shall obtain a bond or bonds on the Treasurer or any other officers and in such amounts as shall in the opinion of the board protect the Authority from loss.

The Authority shall indemnify and hold harmless any member, officer, or employee of the Authority for any loss, including reasonable expense, incurred in defense of any action or claim, resulting to such member, officer or employee as a result of serving in such capacity, except to the extent such loss might be occasioned by intentional wrongdoing.

The Authority shall report quarterly and at the close of the fiscal year to the Blowing Rock Town Council, as to its receipts and expenditures for the preceding quarter and for the year, in such detail as the Council shall require.

The Authority may accept (with the approval of the Blowing Rock Town Council) any contribution, gift, bequest or devise, for any purpose consistent with the objectives and missions of the Authority, and as may otherwise be subject to law.

These bylaws or any portion thereof may be amended, altered or repealed by the affirmative vote of four-fifths (4/5) of all of the voting members of the Authority.

These bylaws shall become the bylaws of the Blowing Rock Tourism Development Authority upon adoption.