Downtown Knoxville Central Business Improvement District | downtownknoxville.org

May 31, 2017 CBID Property Owner: Please plan to attend the Knoxville CBID Management Corporation’s Annual Meeting on Monday, June 19, 2017, 5:30 pm, 17 Market Square #201. In order to conduct business at the annual meeting, ten percent (10%) of the eligible property owners must be present, either in person or by proxy. If you will not be attending the Annual Meeting in person, you can provide someone else with your proxy vote. Simply complete the attached Proxy Appointment Form and forward to Bill Snyder with Bible, Harris, Smith, P.C. by 12 noon on Wednesday, June 14, 2017. The Proxy Appointment Form will NOT be accepted at the Annual Meeting. As a member of CBID, you will be asked to vote on two agenda items at the Annual Meeting:

Two open board positions, one business representative and one stakeholder representative. Enclosed you will find the ballot and bio for nominees. Nominations will also be taken from the floor prior to the election.

Amendments to the CBID Bylaws to help clarify election and voting procedures for CBID Board of Directors. Enclosed you will find a document that details the suggested amendments and a copy of the bylaws.

The CBID Property Tax Rolls provided by the City of Knoxville were used to mail the Annual Meeting Packets. In the event that your property has been sold, you can notify CBID and we will do our best to notify the new owner. I hope to see you at the Annual Meeting. If you have any questions or comments, please give me a call at 865-246-2654 or e-mail me at mhummel@downtownknoxville.org. Sincerely,

Michele Hummel Executive Director

PROXY APPOINTMENT INSTRUCTIONS

Per CBID By-laws, in order to conduct business at the Annual Meeting, ten percent (10%) of the membership must be at the meeting in person or proxy to hold quorum. If you are not able to attend, please submit your proxy prior to the Annual Meeting. If you have any questions, please contact the Knoxville CBID Management Corporation mhummel@downtownknoxville.org or 865-246-2654. Please submit your Proxy Appointment Form to Bill Snyder, CPA, Bible, Harris Smith, P.C. by 12 noon on Wednesday, June 14, 2017. Proxies WILL NOT be accepted at the Annual Meeting. There are several ways to return your proxy:

Mail/deliver to 507 W. Clinch Ave, Knoxville, TN 37902

Scan/email it to Bill Snyder: Snyder@bhspc.com

Fax to 865/525-7454.

Please detach the proxy below:

Knoxville CBID Management Corporation

PROXY APPOINTMENT FORM The undersigned, an owner of property within the Knoxville CBID Management Corporation of Knoxville, Tennessee, said property being located at the address(es) listed below, does hereby nominate and appoint as my attorney or proxy to represent me and cast my vote by proxy at the Annual Meeting of the members of the Knoxville CBID Management Corporation, to be held at 17 Market Square, Knoxville, TN on the 19th day of June, 2017, at 5:30 pm, hereby ratifying and confirming all that my said attorney or proxy may do by virtue hereof. This proxy is given voluntarily. Dated this day of June , 2017. Signature of authorized member of said property Print Name

Knoxville CBID Management Corporation

Annual Meeting June 19, 2017

5:30 pm

AGENDA

I. Welcome

II. Approval of Minutes

A. *June 27, 2016 Annual Meeting – membership vote

III. Election of New Board Members (Anderson) A. Nominating Committee Report (Hancock) B. Nominations from the Floor C. *Close Nomination – membership vote D. Introduction of Candidates E. *Election of Board Members – membership vote

IV. Discussion of Amending CBID Bylaws – membership vote

V. Year-in-Review

A. Chairman’s Report (Anderson) B. Financial Report (Tabors)

VI. *Approval of Fiscal Year 2017-2018 Budget – board vote

VII. Old Business

VIII. New Business

A. Tentative Dates for FY 17-18 Board Meetings www.downtownknoxville.org/about/cbid-meetings/

IX. Announcement of Election Results and Amending Bylaws (Anderson)

X. Public Forum

XI. Adjournment

*Denotes action items

MINUTES OF THE 2016 ANNUAL MEETING OF MEMBERS OF KNOXVILLE CBID MANAGEMENT CORPORATION

JUNE 27, 2016

The 2016 Annual Meeting of the members of the Knoxville CBID Management Corporation convened at 11:30 a.m. on Monday, June 27, 2016, in the Market House Room of 17 Market Square. Board members present included Bruce Anderson, Brad Blackwell, Chad Boetger, Alan Carmichael, Rick Emmett, Becky Hancock, Tim Hill, and Ginger Kielarowski.

I. Welcome

Bruce Anderson, Chairman of the Board of Directors, presided over the meeting and announced that a quorum of the membership was present in person or proxy, and thanked everyone for attending the meeting. Mr. Anderson reminded membership that Bible Harris Smith oversees the election process for the CBID.

II. Approval of Minutes from July 1, 2015 Annual Meeting

Mr. Anderson called for approval of the minutes from the 2015 Annual Meeting. A motion was made, seconded, and unanimously approved by the CBID members.

III. Election of New Board Members

Mr. Anderson asked vice-chair, Chad Boetger, to preside over the election process of the meeting as Mr. Anderson was on the ballot.

A. Nominating Committee Report

Mr. Boetger called upon Alan Carmichael, chair of the CBID Nominating Committee, to present the Nominating Committee Report. Mr. Carmichael noted that Erin Donovan, Tim Hill, Ginger Kielarowski, Sandi Swilley, and Chad Youngblood also served on the committee. The committee reviewed the responsibilities, process, and policy for nominations. After identifying potential nominees, staff verified that all nominees were eligible and willing to serve on the Board. All nominees were then placed on the ballot, which was included in the agenda packet that was mailed to CBID members prior to the Annual Meeting. The committee will reconvene later this year to discuss membership voting procedures and update the term-limit policy as it relates to directors who are elected mid-term by the Board to serve a vacant, unexpired term. The committee will make recommendations to the Board. Prior to the Annual Meeting, Scott Schimmel withdrew his name from the ballot.

B. Nominations from the Floor

Mr. Boetger opened the floor to nominations. There were no nominations.

C. Close Nominations

With no nominations from the floor, a motion was made, seconded, and unanimously approved by the CBID members to close the nominations from the floor.

D. Introductions of Candidates

Mr. Boetger noted that a brief biography was included in the agenda packet and asked all the nominees to introduce themselves.

E. Election of Board Members

Ballots were distributed and members voted. The meeting continued while the ballots were counted.

IV. Year in Review

A. Chairman’s Report

Mr. Anderson delivered the Chairman’s Report and provided highlights from each committee. He stated that members could learn more about the various activities and objectives that CBID accomplished this past fiscal year by picking up a copy of the Stakeholder Report.

B. Financial Report

Mr. Anderson called upon Larry Johnson who presented the financial report for the Corporation. He provided an explanation of the various reports, which were included with the agenda materials. Mr. Johnson answered a few questions from the Board and members. A motion was made, seconded, and unanimously approved to accept the financials as presented.

V. Approval of the Fiscal Year 2016-2017 Budget

Michele Hummel presented the budget for Fiscal Year 2016-2017. Several residents discussed the services and programs that CBID provides for downtown residents. Some residents wanted to see more specific programs geared towards residents and other residents were content with the current level that CBID provides via additional security, beautification, etc. It was suggested that CBID study what type of programs and services other BIDs provide exclusively for residents. Staff stated they would review other BIDs across the country that are organized similar to the Knoxville BID where residents financially contribute. The Residential Committee was charged with evaluating and making recommendations to the Board on the project. After discussion, a motion was made and seconded to approve the FY 16-17 budget as presented. The budget was approved with the vote of 7-1 with Ms. Kielarowski voting against the motion in favor of more money going towards programs and services for residential property owners.

VI. Continuation of Election of New Board Members

Mr. Boetger asked Bill Snyder with Bible Harris Smith to announce the results of the election. Ashley Capps was elected to serve as the business representative and Bruce Anderson was elected to serve as the residential representative. The Board will elect officers at the July Board Meeting.

VII. Old Business

There was no Old Business.

VIII. New Business

Mr. Anderson publically thanked Scott Schimmel for his service to the CBID Board. Mr. Anderson noted that the tentative dates for upcoming board meetings were included in the agenda. He reminded everyone that all CBID meetings are posted on the CBID website: www.downtownknoxville.org/about/cbid-meetings .

IX. Public Forum There were no new comments during Public Forum.

X. Adjournment

Mr. Anderson reminded attendees that the June Board Meeting immediately follows the Annual Meeting. With no other business, he declared the Annual Meeting adjourned and thanked everyone for attending.

______________________________________ Secretary

Knoxville CBID Management Corporation

25th Annual Meeting Election Ballot June 19, 2017, 5:30 pm

There are two Board positions – one business and one stakeholder – that will be open effective July 1, 2017, serving a three-year term.

Business (select 1)

Nanci Solomon (write-in candidate, if someone is nominated from the floor)

Stakeholder

(select 1) Tim Hill (owner)

(write-in candidate, if someone is nominated from the floor)

BIOS FOR ANNUAL MEETING NOMINEES Business Representative Candidates (you will select one)

Nanci Solomon – Rala Nanci Solomon has been a prominent representative of Knoxville entrepreneurship since she opened her first business, Reruns Boutique, in 1986. During its 29 year run at three locations, Reruns was locally loved for its selection of high end fashion at accessible prices and became a shopping staple in the downtown area. Nanci expanded her reach in 2010 by opening Rala: Regional And Local Artisans, a business whose mission is to give the public access to affordable artwork, while simultaneously giving local artists a platform to promote their work and interact with the community. After Rala's recent move to the Historic Old City, she has become involved with the Old City Association. Her commitment to community growth has allowed her to develop strong relationships with other local business owners, artists, professionals, and city officials, affording her insight into several aspects of public life in Knoxville, far beyond the scope of her businesses alone. Nanci was a founding board member of the Market Square District Association, a founding team member of the MakeKnox Etsy Maker City Summit and was chosen to be a part of the Mayor's Maker Council. She has served on the CBID marketing Committee since 2016. Stakeholder Representative Candidate (you will select one) Tim Hill – Hatcher Hill Properties, LLC I am co-founder of Hatcher-Hill Properties. H-H is a commercial real estate development company based in Knoxville, TN. Our areas of development are largely focused in Downtown Knoxville, Bearden, Farragut, and Maryville. We have redeveloped numerous buildings in Downtown Knoxville. Projects include 500 block of Gay Street (Aveda Institute, Lenny’s, Coolato Gelato, EE Architecture), 131 South Gay (Knox Mason), North block of Emory Place, 135 S. Central (condos), 9 Market (Soccer Taco, Crown Financial, Fletcher PR), 34 Market (Earthbound Trading Co., Coldstream Market), 710 S. Gay (Dazzo’s Pizzeria), 137 S. Central (Enterprise), 525 N. Gay-The Jewel (UT School of Architecture). We are currently redeveloping the former JC Penney and KUB buildings through a joint venture with Dewhirst Properties. My current focus is to encourage/recruit retailers to Downtown Knoxville.

RECOMMENDED AMENDMENTS TO CBID BYLAWS

CBID Board of Directors recommends amending the CBID Bylaws to clarify election and voting procedures. Below are three amendments that will be voted on at the Annual Meeting by membership.

1. Voting Procedures: A. Owners with delinquent assessments

There is not a policy to address if members can vote during the Annual Meeting if they are delinquent on CBID assessments. Suggested amendment – The Board recommends amending Bylaw #6 stating that an individual or partnership who is delinquent for two consecutive years on CBID assessments would not be eligible to vote at CBID membership meetings.

B. Policy for Nominations & Elections

Currently members of CBID vote at the Annual Meeting or Special Called Membership Meetings with one vote per entity name (individual or partnership), regardless if the member owns one tax parcel or multiple tax parcels in the same entity name. Suggested amendment – The Board recommends amending Bylaw #6 that each tax parcel on the CBID tax rolls be entitled to one vote versus one vote per entity name.

C. Term limits for directors fulfilling an unexpired term

Currently CBID’s bylaws state that a director can serve two 3-year terms. If there is a vacancy on the board, remaining directors appoint a director to fill the unexpired term. However, there is not language to address if that board director is eligible to serve two full terms after serving the vacant, unexpired term. Suggested amendment - The Board recommends clarifying #16 of the bylaws that a director fulfilling an unexpired board term would be eligible to serve two full terms after serving the vacant term.

BYLAWS

OF

KNOXVILLE CBID MANAGEMENT CORPORATION

(Amended and Restated, June 23, 2014)

OFFICES

1) The principal office of KNOXVILLE CBID MANAGEMENT CORPORATION shall be located at 17 Market

Square, #201, Knoxville, Tennessee 37902-1405, and the Corporation shall have such other offices at

such other places as the Board of Directors may from time to time specify or as the business of the

Corporation may require.

SEAL

2) The Corporation shall have no seal.

MEMBERSHIP

3) Members of the Corporation shall be Owners of the property within the District. For purposes of this

paragraph, the term “Owner” shall mean the record owner in fee or a representative of such owner

duly authorized to act for or on behalf of said owner. The Board of Directors of the Corporation

shall be the judge of the sufficiency of the evidence of authority provided by any such

representative of an Owner. The Board of Directors is further authorized to, from time to time,

adopt a policy expanding the qualifications for membership.

4) There shall be an annual meeting of members held in June of each year at the principal office of the

corporation in Knoxville, Tennessee, or such other place within or without the State of Tennessee

that may be determined by the Board of Directors. The business to be transacted at such meeting

shall be the election of Directors and such other business as shall be properly brought before the

meeting.

QUORUM

5) Except as otherwise provided by law, a quorum at all meetings of members shall consist of 10% of

the membership entitled to vote at such meeting, either in person or by proxy.

VOTING

6) Each tax parcel in the CBID tax rolls is entitled to member shall have one vote, either in person or by

proxy, at all meetings of the membership of the Corporation, unless the member is delinquent two

consecutive years on their CBID assessment. All elections shall be had and all questions decided by

a majority vote of the members represented in person or by proxy.

NOTICE

7) Every member of the association entitled to vote at any meeting shall be given, in person or by mail,

written notice of the place, date, and hour of such meeting, and description of any matter or

matters to be approved by the member at such meeting. Each member shall be provided with a

form of proxy approved by the Board of Directors for use by the member, and no other form of

proxy will be accepted at the meeting. Such notice and proxy form shall be delivered or mailed not

less than ten (10) days nor more than sixty (60) days before the meeting.

DIRECTORS

8) The affairs of the Corporation shall be managed by a Board of Directors and all of the powers of the

Corporation shall be vested in said Board. The Board of Directors shall consist of eleven (11)

members, at least six (6) of whom must be “Owners” as defined in paragraph 3. above, or

assessment-paying tenants of property within the District, selected as follows:

a. One Director appointed by the Speaker of the State Senate

b. One Director appointed by the Speaker of the State House of Representatives

c. One Director appointed by the Mayor of the City of Knoxville

d. Eight Directors elected by a plurality of the votes cast at the annual meeting of members.

9) Each Director shall serve until his/her successor is chosen and qualified. Any individual (other than

the appointees mentioned in 8.a., b. and c. above) shall be limited to serving two (2) consecutive

terms as a Director. The initial terms of office for the Board of Directors shall be as follows:

a. The Directors appointed by the Speakers of the State Senate and the State House of

Representatives shall be the elected members of those respective bodies who represent the

legislative district, which includes the Central Business Improvement District, and shall

continue to serve as Directors for as long as they hold the respective legislative offices.

b. The Director appointed by the Mayor shall serve for a two-year term beginning on July 1,

1993, and ending on June 30, 1995.

c. Of the eight Directors elected by the members two Directors shall serve for two-year terms

ending June 30, 1995; three Directors shall serve for three-year terms ending June 30, 1996;

and three Directors shall serve for four-year terms ending June 30, 1997. At the end of each

initial term, and thereafter, each successor Director shall serve a three-year term.

10) The Board of Directors shall meet monthly.

11) The Directors shall hold their meetings at the principal office of the Corporation in Knoxville,

Tennessee, or at such other place or places as they may from time to time determine. All meetings

shall be open to the public.

12) Special meetings of the Board may be called by any officer of the Corporation on one day’s notice to

each Director, and such notice may be in person or by mail, telephone, or telegram. Special

meetings shall be called by the President or Secretary on the same notice at the request of at least

two Directors.

13) At all meetings of the Board, a majority of the total number of Directors then on the Board shall be

necessary and sufficient to constitute a quorum for the transaction of business, and the act of a

majority of the Directors present at any meeting at which there is a quorum shall be the act of the

Board of Directors, except as may be otherwise specifically provided by statue, by the Charter of the

Corporation, or by these Bylaws. Any meeting may be adjourned from time to time despite the

absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to

which the meeting is adjourned are fixed at the meeting at which the adjournment is taken; and any

business may be transacted at an adjourned meeting where a quorum is present, which might have

been transacted at the original meeting.

14) The Board of Directors shall keep a record of all their proceedings and these records and the

principal books of the Corporation shall be kept at the principal office of the Corporation, with

necessary books and records being kept at such place or places as the Board of Directors may from

time to time determine. All these books and records shall be subject to the inspection of any

Director at any reasonable time of the day.

15) Directors, and members of any Committee of the Board of Directors, shall not be entitled to

compensation for their services.

16) Vacancies on the Board of Directors caused by death or resignation may be filled for the unexpired

portion of the term by the remaining Directors. The director serving the unexpired term will be

eligible to serve two full terms after serving the vacant term.

COMMITTEES

17) The Board of Directors, whenever it sees fit, by resolution adopted by a majority of the entire Board,

may designate an Executive Committee which shall consist of two or more officers, including the

Chairman, and the two appointed Directors described in paragraph 8.a. and b. above.

18) The Executive Committee shall serve at the pleasure of the Board of Directors and have and exercise

such authority as the Board of Directors deems desirable to delegate to it. The Executive Committee

shall report at the next meeting of the Board of Directors all action which the Executive Committee

has taken since the last meeting of the Board.

19) The Board of Directors may also, by resolution adopted by a majority of the entire Board, designate

such other committee as it sees fit and delegate to such committees such authority as it deems

desirable.

a. Each year the Board Chairman shall appoint a Chairman and members of a Nominating

Committee, composed of representatives of all major interest groups among the membership,

to provide an orderly method of receiving nominations and selecting candidates for the Board

of Directors.

OFFICERS

20) The Officers of the Corporation shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer

and may include such other Officers as may be deemed necessary by the Board of Directors. One

person may hold any two or more of such offices except that the same person may not hold the

offices of President and Secretary.

21) All officers shall be elected by the Board of Directors at the first Board Meeting after its annual

meeting and shall hold office for one year and thereafter until their successors are elected and

qualified. All officers must be members of the Board of Directors.

22) The Officers of the Corporation shall exercise such powers and perform such duties as are specified

in these Bylaws or are from time to time conferred by the Board of Directors.

23) Any Officer may be removed from office at any time, with or without cause, by an affirmative vote

of a majority of the entire Board of Directors.

24) Vacancies occurring in any office for any reason, including removal, shall be filled by the Board of

Directors. Any Officer elected to fill a vacancy shall hold office for the remainder of the unexpired

term of the predecessor in that office and thereafter until his successor is elected and qualified.

25) In case of the absence of any Officer of the Corporation, or for any other reason that the Board may

deem sufficient, the Board may delegate, for the time being, any of the powers and duties of such

Officer to any other Officer or to any Director, provided a majority of the entire Board concur

therein.

THE CHAIRMAN

26) The Chairman shall preside at all meetings of the Board of Directors, shall have general supervision

over the active management of the affairs of the Corporation, and shall see that all orders and

resolutions of the Board are carried into effect. He shall be, ex officio, a member of all standing

committees and shall have the general powers and duties of supervision and management usually

vested in the office of president of a corporation.

VICE CHAIRMAN

27) The Vice Chairman shall assist the Chairman in the active management of the affairs of the

corporation, and shall perform such others duties as the Board of Directors may from time to time

prescribe.

SECRETARY

28) The Secretary, or an assistant secretary if the Board appoints an assistant secretary, shall attend all

sessions of the Board and shall record all votes and minutes of all proceedings in a book to be kept

for that purpose, and shall perform like duties for the standing committees when required. He shall

give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such

other duties as may be prescribed by the Board of Directors.

TREASURER

29)

a. The Treasurer, or an assistant treasurer if the Board appoints an assistant treasurer, shall

have custody of the funds and securities of the Corporation and shall keep a full and

accurate account of receipts and disbursements in books belonging to the Corporation, and

shall deposit all money or other valuable effects in the name and to the credit of the

Corporation in such depositories as may be designated by the Board of Directors.

b. He shall disburse the funds of the Corporation as may be ordered by the Chairman, taking

proper vouchers for such disbursements and shall render to the Chairman and Directors at

regular meetings of the Board, or whenever they may require it, an account of all his

transactions as Treasurer and the financial condition of the Corporation.

c. He shall give the Corporation a bond, if required by the Board of Directors, in a sum and

with one or more sureties satisfactory to the Board of Directors for the faithful performance

of the duties of his office and for the restoration to the Corporation in case of his death,

resignation, retirement, or removal from office, of all books, papers, vouchers, money, and

other property of whatever kind in his possession or under his control belonging to the

Corporation.

DEPOSITORIES

30) The Board of Directors shall have the power to select depositories for the funds of the Corporation

and power to direct the method and manner of signing checks, notes, and other instruments binding

on the Corporation.

FISCAL YEAR

31) The fiscal year of the Corporation shall end on June 30 of each year unless the Board of Directors

determines otherwise.

AMENDMENT OF BYLAWS

32) The members may amend or repeal these Bylaws at any annual or special meeting of the members

where a quorum is present, provided that the notice of such meeting shall state that the purpose or

one of the purposes of the meeting is to amend the Bylaws, and shall also contain a description of

the amendment to be considered. An amendment to these Bylaws must be approved by the

members by the lesser of: (a) two-thirds of the votes cast or (b) a majority of the total number of

votes entitled to be cast.

CERTIFICATE

The undersigned certifies that he or she is the Secretary of Knoxville CBID Management Corporation, a

Tennessee nonprofit corporation, and that, as such, he or she is authorized to execute this certificate on

behalf of the said corporation, and further certifies that the foregoing Bylaws, consisting of six (6) pages,

including this page, constitute the bylaws of the corporation and reflect all amendments duly adopted

by the board of directors of the corporation at regular meetings held through June 23, 2014.

This ___day of __________, 2017.

______________________

Corporate Secretary

Downtown Knoxville Central Business Improvement District

Proposed Budget FY 17-18

YE 16 Budget

YE 17 Budget

YE 18 Budget

Income

CBID Tax Assessments

520,000

540,000

584,000

Investment income

1,000

800

1,000

Total Income

521,000

540,800

585,000 Expenses

Development

Special Projects

0

40,000

50,000

Innovation Valley

15,000

15,000

15,000

Total Development

15,000

55,000

65,000

Residential meeting expenses/other

0

10,000

20,000

Quality of Life

Ambassador Program

30,000

10,000

0

Security

53,500

55,000

75,000

Anti-Panhandling Campaign

0

10,000

0

Beautification

30,000

35,000

45,000

Total Quality of Life

113,500

110,000

120,000

Recruitment & Retention

Merchant events

4,000

10,000

10,000

Recruitment Brochure

1,000

0

0

Market Data/Recruitment DDatData/Recruitment

30,000

15,000

15,000

Total Recruitment & Retention

35,000

25,000

25,000

Marketing Expenses

Advertising General

30,000

35,000

40,000

Marketing Mat - Print & Banners

0

15,000

25,000

Stakeholder Report

3,000

3,000

3,000

Website - All Committees

30,000

15,000

15,000

Total Marketing Expenses

63,000

68,000

83,000

Events and Sponsorship

40,000

30,000

40,000

Administration

Meals/ Lodging/ Travel

3,500

5,500

5,500

Office Expense

7,000

5,500

5,500

Depreciation Expense

3,500

0

0

Postage

1,000

2,000

2,500

Professional Dev.

7,000

7,000

7,000

Professional Svc

10,000

10,000

10,000

Svc Contract - Operations

175,000

187,800

195,000

Insurance Directors/Officers

700

800

800

Software

1,000

1,000

0

Total Administration

208,700

219,600

226,300

Total Expenses

475,200

517,600

579,300

Net Income before "Reserve" Grants

45,800

23,200

5,700

Reserve Grants - From 2013

(65,000)

0

0

Change in NAV

(19,200)

23,200

5,700