Greater Topeka Partnership (The Partnership) is a collaborative organization that brings together community organizations invested in economic development and quality of life in Topeka and Shawnee County. The Partnership’s model allows for shared resources and expertise to work on the common goal of economic prosperity for all in the region. The organization has gained international attention for its aggressive and innovative economic development strategies.
VOLUNTEER
Topeka
Sports Commission
MISSION
To be the catalyst for economic prosperity within our community.
VISION
The Greater Topeka Region is internationally recognized as a vibrant, innovative, fun, diverse and healthy community.
CORE VALUES
EQUITY – Our organization, like our community, is great when everyone has a voice that is heard and valued.
INTEGRITY – We place integrity at the forefront of all our decisions and will continue to build a team only of individuals who are dedicated to doing the right thing in a fair and honest way.
VISIONARY – The future starts today and the decisions we make shape tomorrow. We encourage and support creativity in our community and stay on the cutting edge of our industry’s standards.
Kevin Holland Riverfront Advisory Board Chair-Elect
Kaylee Champagne Chair of Forge
Marquisha Paul Chair of Equity & Opportunity Advisory Board
Michael Padilla Mayor
Dr. Robert Perez City Manager
Kevin Cook County Commissioner
Rich Eckert Shawnee County Counselor
Marsha Pope Representative of Philanthropic Community
Tara Dimick Leader of Community Economic Development Strategy
BYLAWS OF GREATER TOPEKA PARTNERSHIP, INC.
A Kansas Not-For-Profit Corporation
1. NAME
1.1 Name. The name of the corporation is the Greater Topeka Partnership, Inc. The corporation is sometimes referred to herein as GTP.
2. INTRODUCTORY
2.1 Offices and Resident Agent. The location of the registered office and the name of the resident agent in the State of Kansas shall be such as shall be determined from time to time by the Chairs Council and be on file in the appropriate office of the State of Kansas pursuant to applicable provisions of the law. Other offices may be established from time to time by resolution of the Directors, but such offices shall be located within Shawnee County, Kansas.
2.2 Corporate Seal. If adopted by the Chairs Council, the seal of the Greater Topeka Partnership shall have inscribed thereon the name of the Corporation and the words “Corporate Seal- Kansas,” and shall be in such form as may be approved by the Directors, who shall have power to alter the same at pleasure.
2.3 Governing Law. The Greater Topeka Partnership shall be governed by the laws of the State of Kansas.
3. PARTNERS
3.1 Defined. The Partners of the Greater Topeka Partnership are organizations, whether legally distinct non-profit corporations, councils or divisions or subsidiaries of another non-profit corporation, which have been accepted as Partners by the Chairs Council because they are focused on fulfilling some aspect of the GTP’s strategic vision and because their inclusion within the GTP is viewed as mutually beneficial. The initial partners are Downtown Topeka, Inc., the Greater Topeka Chamber of Commerce, Growth Organization of Topeka / Shawnee County, Inc., and Visit Topeka, Inc. The GTP also provides administrative and marketing support for the GTP Foundation, the Greater Topeka Chamber PAC, METL, Topeka Area Sports Commission, Equity Advisory Board, Small Business Council, FORGE, Riverfront Advisory Board, Riverfront Authority, Leadership Greater Topeka, Topeka Youth Commission, Military Relations Council.
3.2 Admittance into Partnership. Unless otherwise agreed upon by the Chairs Council and the Partner, upon admittance into the Greater Topeka Partnership, Partners will undertake to: cause their employees to become employees of the Greater Topeka Partnership; transfer their unrestricted assets to the Greater Topeka Partnership;
participate in the Greater Topeka Partnership’s consolidated budgeting process and reach agreement to compensate the Greater Topeka Partnership for such shared services as it may receive from the Greater Topeka Partnership. Admittance to the Greater Topeka Partnership shall not necessitate a change in the governance structure or governing body of a Partner, which shall remain intact subject to alterations made according to its own bylaws or operating agreement.
3.3 Dispute Resolution and Withdrawal from Partnership.
(a) A Partner may seek to withdraw from the Greater Topeka Partnership under the following conditions: (i) at least three calendar years but not more than four have transpired since the Partner was admitted; (ii) a resolution seeking such withdrawal has been duly adopted by the Partner’s governing body and has been presented to the Chair of the Chairs Council, including an explanation of why continued partnership is no longer in the best interests of the Partner and the Greater Topeka Partnership; (iii) the Partner has made all agreed upon payments or budgetary allocations to compensate the Greater Topeka Partnership for any shared services the Partner has received up to the proposed date of severance and there are no other claims or unresolved liabilities between the Partner and the Greater Topeka Partnership. The term “unresolved liabilities” between the Partner and the Greater Topeka Partnership includes the Partner’s pro rata share of the present value of any unpaid contractual commitments entered into by the Greater Topeka Partnership on behalf of the Partners.
(b) Within one hundred twenty (120) days following its receipt of a resolution of withdrawal as described in (a)(ii) above, the Chair of the Chairs Council will transmit the resolution to the entire Chairs Council and will convene a meeting thereof for the purpose of considering such resolution. If the Chairs Council determines that not all of the above conditions of termination have been met, or if it seeks to avoid the Partner’s departure, it will notify the leadership of such Partner and the parties will work in good faith to address the factors which precipitated the resolution described in (a)(ii) above or to identify a mutually agreed upon modification in the parties’ relationship.
(c) If the Chairs Council determines that all of the above conditions of withdrawal have been met and/or that efforts to resolve the circumstances or dispute giving rise to the request for withdrawal have been unsuccessful, it will take action as a body to accept that Partner’s withdrawal from the Greater Topeka Partnership and will direct staff to ascertain the distribution which is due to the withdrawing Partner. Such distribution will be the lesser of the value of net assets contributed by the Partner at the original date of admittance or a percentage of the Partnership net assets as of the month end following the Partner’s submission of a resolution of withdrawal. The percentage applied is the ratio of the withdrawing Partner’s initial net asset contribution over the total net asset contribution on the date of admittance.
(d) Neither the withdrawal of a Partner nor the modification of a Partner’s relationship shall, in itself, result in the dissolution of the Greater Topeka Partnership.
3.4 Partner Change of Control. No Partner shall alter its corporate form or enter into any agreement to transfer all or substantially all of its assets or operations or otherwise take action, other than ordinary election and succession of its directors and officers as set forth in such Partner’s bylaws, which has the effect of shifting control of such Partner to any other individual or organization (a “Change of Control”) without first obtaining the written consent of the Chairs Council. No such Change of Control shall diminish such Partner’s obligations with respect to the Greater Topeka Partnership.
4. MEMBERSHIP
4.1 Eligibility. Any firm, partnership, corporation or other business or professional entity which complies with the provisions of this article shall be eligible to hold membership in the Greater Topeka Partnership with the consent of the Chairs Council. The consent of the Chairs Council to admit any new member shall be presumed unless the question is controverted by a member of the Chairs Council, whereupon the matter will be deliberated upon and such prospective member’s admittance either approved or declined at the next regularly scheduled meeting of the Chairs Council.
4.2 Membership Dues and Investment. Membership dues and investments and the manner of their payment shall be subject to approval of the Executive Committee of the Chairs Council.
4.3 Cancellation. Any member who fails to pay current investment within one calendar quarter after the date on which such investment becomes payable shall be declared delinquent. He or she may be denied all membership privileges or may be dropped from the membership without notice.
4.4 Resignation. Any member who requests cancellation will be denied all membership privileges upon date notified. No refund of investment previously paid shall be made.
4.5 Expulsion. Any member may be expelled from the Greater Topeka Partnership on grounds of willful violation of these bylaws, by a two-thirds vote of the Executive Committee of the Chairs Council.
4.6 Death. The death of a member shall cancel any membership pledge due where the principal membership is a single entity. No refund of investment previously paid shall be made. If the membership is assigned through an affiliation, the entity may reassign the membership for the duration of its term.
4.7 Member Behavior. The Greater Topeka Partnership will not tolerate any verbal or physical conduct by a member or employee which harasses another member, employee, or the public in the Partnership office or at any function of the Partnership or any of its subsidiaries thereby creating an intimidating, offensive or hostile environment. Any member or employee who believes that actions or words of a member or employee constitute sexual harassment or inappropriate behavior of the sort described herein has a responsibility to report the incident as soon as possible to the senior management of the Greater Topeka Partnership. All complaints of such behaviors will be investigated promptly. Any member who is found, after appropriate investigation, to have engaged in sexual harassment or inappropriate
behavior of the sort described herein will be terminated as a member of the Greater Topeka Partnership.
5.CHAIRS COUNCIL
5.1
Number, Qualification and Term.
(a) The business and affairs of the Greater Topeka Partnership shall be managed by a Chairs Council, the minimum number of which shall be fifteen (15) and the maximum number of which shall be twenty-five (25). The Chairs Council shall be made up of Directors by Virtue of Office Held, Chairs Circle Directors, and At-Large Directors, all of which shall be voting members of the Chairs Council and are referred to collectively herein as Directors. Chairs Circle Directors do not count toward the minimum and maximum director counts. Any individual United States Citizen of legal age who resides or owns property or has significant business, professional or occupational interest, in Shawnee County, Kansas, may serve on the Chairs Council. Service on the Chairs Council shall be available without regard to race, religion, color, creed, or national origin.
(b) The number of Directors may be varied from time to time between the minimum and maximum numbers by action of the Directors. The length of the term of At-Large Directors shall be three years unless an individual is appointed to fulfill an unexpired term. Terms of AtLarge Directors shall be divided as equally as possible into three classes for purposes of staggering the Council. The Directors shall hold office for the length of their term or until their successors shall have been elected and shall qualify; however, no provision of this section shall be restrictive upon the right to remove Directors as is hereinafter provided. At-Large Directors shall not serve for more than two (2) consecutive three-year terms. No At-Large Director may simultaneously serve on the Chairs Council and on the board of directors or other governing body of any Partner.
(c) The Directors by Virtue of Office Held shall include the following:
The Chair of the Board of Directors of Downtown Topeka, Inc.;
The Chair-elect of Downtown Topeka, Inc.;
The Chair of the Board of Directors of Visit Topeka, Inc.;
The Chair-elect of Visit Topeka, Inc.;
The Chair of the Board of Directors of Growth Organization of Topeka/Shawnee County, Inc.;
The Chair-elect Growth Organization of Topeka/Shawnee County, Inc.;
The Chair of the Board of the Greater Topeka Chamber of Commerce;
The Chair-elect of the Greater Topeka Chamber of Commerce;
The Chair of the Riverfront Advisory Board
The Chair-elect of the Riverfront Advisory Board
The Mayor of the City of Topeka;
Topeka City Manager, a non-voting member and will not attend executive meetings
A representative of the Greater Topeka Partnership’s young professional programs;
A Shawnee County Commissioner;
The Shawnee County Counselor, a non- voting member and will not
attend executive meetings
A representative of the Greater Topeka Partnership’s diversity and inclusion programs;
A representative of Topeka and Shawnee County’s philanthropic community;
A leader of the community economic development strategy; and
The Chair and Chair-elect of any Partner duly admitted to the Greater Topeka Partnership subsequent to the date these by-laws are adopted.
(d) The Chairs Circle Directors shall be comprised of one representative each from companies participating in the Chairs Circle investment level of the GTP. Upon joining the Chairs Circle, each company will nominate a Director to serve on the Chairs Council, subject to approval by the Chairs Council. Once approved, each Chairs Circle Director will continue to serve indefinitely unless one of the following occurs:
The Director’s company discontinues participation in the Chairs Circle investment level.
The Director resigns, whereupon the Director’s company will nominate a new Director to replace them.
The Director is removed with cause as mentioned in section 5.14 below. The Director’s company would nominate a new Director to replace them.
5.2 Election or Appointment of Directors. The Nominating Committee shall select and secure acceptance from candidates for At-Large Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the Chairs Council for initial consideration at a regularly-scheduled meeting occurring before August. At the meeting when the slate is presented, directors present may make nominations from the floor for candidates for At-Large Director positions. The Chairs Council shall vote upon the slate of candidates at a regularly-scheduled meeting occurring before December. The newly elected directors shall be installed at the December meeting of the Chairs Council first following their election and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
5.3 Vacancies. At-large vacancies on the Chairs Council may be filled by appointment of the Chair, subject to ratification by the Council. A vacancy on the Chairs Council shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Chairs Council accepts the resignation of a Director tendered to take effect at a future time, the Council shall have power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.
5.5 Frequency of Meetings. The Chairs Council shall meet at least three times annually on dates and times determined by the Council.
5.6 Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of the Chairs Council and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by mail or by electronic mail to each Director of record entitled to vote at such meeting, except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the books of the Greater Topeka Partnership or such other address given by the Director for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Directors present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
5.7 Director’s List. A complete list of the Directors entitled to vote at every meeting of the Chairs Council, with the address of each, shall be prepared by the Secretary, and shall be open, at the place where the meeting is to be held, for at least ten (10) days prior thereto and during the usual hours for business for the examination of any Director, and shall be produced and kept at the time and place the meeting is to be held during the whole time thereof for the inspection of any Director present. The original or duplicate Directors’ list shall be the only evidence as to who are Directors entitled to examine such list, or the books of the corporation, or to vote in person, or by proxy, at such meeting. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting. The original or duplicate Directorship list containing the names and addresses of the Directors, shall, at all times, during the usual hours of business, be open for examination of every Director at the Greater Topeka Partnership’s registered office.
5.8 Adjourned Meetings and Notice Thereof. Any meeting of the Chairs Council, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors, whether present in person or represented by proxy. When any meeting of the Chairs Council, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.
5.4 Place of Meetings. The meetings of the Chairs Council shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting.
5.9 Quorum. A quorum of all meetings of the Chairs Council shall consist of a majority of the whole Council unless a greater number as to any particular matter is required by statute, by the Articles of Incorporation or by these Bylaws. Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Directors, it shall, except as otherwise required herein, by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a valid meeting of Directors entitled to vote thereon.
5.10 Super Majority. In the vast majority of cases, the Chairs Council takes official action through the adoption of motions for which at least 51% of the directors present and voting have voted in the affirmative. The Council may choose to suspend this general rule and apply a higher Super Majority standard to actions which are of extraordinary importance. At any time after such underlying motion has been made and duly-seconded, but before it is put to a vote, any council member present may move to suspend the rules and require a Super Majority. If such motion to suspend the rules is duly-seconded and affirmed by at least 67% of the council members present, the underlying motion shall not be considered adopted unless at least 67% of the council members present and voting shall have voted in the affirmative.
5.11 Special Meetings. Special meetings of the Chairs Council may be called at any time by the Chair or by any three Directors so requesting the meeting, and may be held within or without the State of Kansas at such time and place as the Directors may determine, or as the notice or waiver thereof may specify. Notice of such meetings delivered to the last known address of each Director at least three (3) days prior to the date fixed for the meeting. Special meetings of the Chairs Council may be held at any time that all Directors are present in person. Unless specifically required by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Chairs Council need be specified in the notice or waiver of notice of such meeting.
5.12. Committees of Officers and/or Directors. The Directors may designate, by resolution passed by a majority of the whole Council, one or more committees, each committee to consist of Directors, officers and/or other interested parties. The Directors may delegate to a committee such authority as the Directors deem appropriate and reasonable.
5.12.1 Standing Committees. The following shall be standing committees of the Chairs Council:
(a) Executive Committee. An executive committee consisting of the Chair and Chair-elect of the Corporation, the Treasurer, the Chair of each Partner and one Appointed At-Large Director shall hereby have the authority to manage the business and affairs of this Corporation between regularly scheduled meetings of the Chairs Council. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Chairs Council at the next regularly scheduled meeting of the Council. The Chair shall appoint the Appointed At-Large Director to the Executive Committee subject to ratification by the full Chairs Council.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to five (5) Appointed At-Large Directors who are not standing for re-election shall be appointed by the Chairs Council.
(c) Finance/Audit Committee. A Finance/Audit Committee consisting of the Treasurer and the Treasurers of each Partner shall be appointed by the Chairs Council.
(d) Evaluation Committee. An Evaluation Committee consisting of the Chair, Chair-elect, Immediate Past-Chair, Treasurer and up to three other Directors shall be appointed by the Chair. The function of the Evaluation Committee will be to regularly evaluate the performance of the President and CEO of the Greater Topeka Partnership,
including development of annual goals for which such President and CEO shall be accountable.
(e) Momentum 2027 Committee. (1) By October 1 of each year, a Special Selection Panel shall appoint the members of the Momentum 2027 Committee to serve in the following calendar year. The Momentum 2027 Committee shall consist of a Chair or as many as three co-Chairs (referred to herein as “Momentum 2027 Chair(s)” and a number of additional committee members such that the total number serving on the Momentum 2027 Committee, when the number of Chair(s) is taken into account, is no more than fifteen. The Special Selection Panel shall consist of the Chair of the Chairs Council, the President and CEO of the GTP and up to three additional members of the Chairs Council appointed each year by the Chair of the Chairs Council. The Momentum 2027 Committee shall meet quarterly and shall:
Make proposals to the Chairs Council related to implementation of Momentum 2027, including, but not limited to:
Initiatives, appointment of chairs, vice-chairs, and group members
Modifications to focus areas and actions listed in Momentum 2027
Provide input to the Chairs Council regarding strategic allocation of resources against Momentum 2027 objectives.
Provide input to the Chairs Council regarding whether Initiatives have support and staff necessary to be successful.
Oversee Momentum 2027 Initiatives.
Oversee the Momentum 2027 communications, including, but not limited to:
Review and make recommendations on the Momentum 2027 communication plan
Make reports to elected officials, as necessary, with regard to Momentum 2027.
Provide feedback to the President and CEO of the GTP on the performance of the Senior VP of Strategy.
(2) The Momentum 2027 Chair(s) shall serve for two year terms; provided, however, that if a Chair is serving in a representative capacity by virtue of a position held, their term shall not exceed the term of that position; and provided further that no Chair shall serve more than four (4) consecutive years; and provided, further, that each Chair shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Chairs Council, whichever occurs first. When two or three Chairs are presiding, their terms shall be staggered such that in any given year only one Chair’s term expires. At a meeting called for that purpose, the Chairs Council may vote to recommend removal of a Momentum 2027 Chair whenever in their judgment the best interests of Momentum 2027 will be served thereby. The other members of the Momentum 2027 Committee shall serve for one-year terms.
5.13 Compensation. Directors shall serve without compensation for their services and status as Directors, but in the event of an extraordinary expense incurred by any Director, the Council, at its discretion, may direct the Greater Topeka Partnership to reimburse such expense. Nothing herein shall preclude a Director, who is also an employee of the Greater Topeka Partnership, from being compensated for his or her services as an employee of the Partnership.
5.14 Removal of Directors. The Chairs Council, by a majority vote of all of the Directors, may declare vacant the office of a Director who is removed for cause. “Cause” shall mean any action or inaction which, in the sole discretion of the Chairs Council, materially and adversely affects or may affect the Greater Topeka Partnership or if such Director is declared of unsound mind by an order of the court or is convicted of a felony.
6. OFFICERS
6.1 Election. By November of each year, the Directors shall elect a Chair, Chair-Elect, Treasurer and, if desired, one or more VicePresidents. The officers elected shall assume their roles effective January 1 of the immediately following year. The President and CEO of the Greater Topeka Partnership and the immediate past Chair shall also be officers. Any number of offices may be held by the same person. Only individuals serving as Directors may serve as officers.
6.2 Duties and Powers. All officers of the Greater Topeka Partnership shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Directors, including the authority to execute instruments in the name of and on behalf of the Greater Topeka Partnership.
6.3 Compensation. The officers shall serve without compensation for their services and status as Directors, but the Partnership may reimburse reasonable expenses incurred on its behalf. Nothing herein shall preclude an officer, who is also an employee of the Partnership, from being compensated for his or her services as an employee of the Partnership.
6.4 Delegation of Duties. In the event of absence or inability of any officer to act, the Directors may delegate the power or duties of such officer to any other officer or Director whom they may select.
6.5 Bond. The Directors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond in such amount and with such sureties as may be determined by the Directors.
6.6 Term and Removal. The term of each office shall be one (1) year. The Chair of the Council shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Directors, whichever occurs first. Any officer or agent may be removed by the Directors at a meeting called for that purpose whenever in their judgment the best interests of the Greater Topeka Partnership will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
7. INDEMNIFICATION
7.1 Indemnification. The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka Partnership, by reason of the fact that such person is or was a Director, officer, employee or agent of the Greater Topeka Partnership, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
7.2 No Presumption. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
7.3 Expenses.
(a) To the extent that a Director, officer, employee or agent of the Greater Topeka Partnership has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1, or in defense of any claim, issue or matter therein, such Director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(b) Expenses incurred by a Director, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chairs Council deems appropriate.
7.4 Authorization. Any indemnification under Section 7.1, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such Director, officer, employee or agent has met the applicable standard of conduct set forth in Section 7.1. Such determination shall be made (1) by the Chairs Council by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
7.5 Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under
any law, agreement, vote or disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
7.6 Insurance. The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was a Director, officer, employee or agent of the Greater Topeka Partnership, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under the provisions of these Bylaws.
7.7 Continuing Effect. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
8. FINANCE
8.1 Fiscal Year. The Greater Topeka Partnership’s fiscal year shall be a calendar year, ending on December 31, unless otherwise determined by resolution of the Directors. If the corporation’s fiscal year is changed, the officers shall promptly notify the Secretary of State and all other authorities necessary to affect the changes.
8.2 Banking, Notes and Mortgages. The monies of the Greater Topeka Partnership shall be deposited in the name of the corporation in such banks, savings and loan associations, foundations, or trust companies as the Directors shall designate, and may be drawn out only in the name of the corporation by such person or persons as the Directors by appropriate resolution may direct. Notes, mortgages and commercial paper, when authorized by the Directors, shall be signed in the name of the Greater Topeka Partnership by such officer or officers or agent or agents as shall thereunto be authorized from time to time by the Directors.
8.3 Control. The Chairs Council shall have final authority over the deposits, investments, and disbursements of all monies paid to the Greater Topeka Partnership or any of its subsidiary organizations. The Chairs Council may delegate the handling of certain funds or special bank accounts to duly authorized individuals or groups; provided that such individuals or groups shall be required to give a full report and accounting regarding the funds or bank accounts and shall make the records available for an annual audit by an auditing committee or independent auditor designated for that purpose.
8.3.1 Public Funds. Notwithstanding any provision of these Bylaws, or any policy, procedure adopted by or other action undertaken by the Chairs Council or the Greater Topeka Partnership, neither the Greater Topeka Partnership nor any of its Partners or subsidiaries nor any governing body thereof shall have the authority to commingle funds received from any taxing authority (“Public Funds”) with any other funds of the Greater Topeka Partnership or any Partner
or subsidiary or to expend any such Public Funds in any manner which is inconsistent with the express purposes for which such Public Funds were intended or which is otherwise outside the ordinary process by which such taxing authority grants approval for the expenditure of such Public Funds.
8.4 Budget.
(a) Expenditure of all investments, fees, membership dues and income from business operations, investments, or any other source shall be allocated to meet the strategic objectives and operational needs of the Greater Topeka Partnership and its Partners and subsidiaries pursuant to an annual budget adopted by the Chairs Council. Such consolidated budget shall be formulated and adopted prior to the commencement of each fiscal year.
(b) The Finance/Audit Committee will work with the senior financial official of the Greater Topeka Partnership to assemble annual budget recommendations for each of the Partners and then a recommended consolidated budget for consideration by the Chairs Council.
(c) The senior financial official of the Greater Topeka Partnership shall, at the direction of the Finance/Audit Committee, provide a regular report of income and expenditures to the Chairs Council.
8.5 Agreement with the Partners. For purposes of operational and administrative efficiencies, the Greater Topeka Partnership may enter into certain operational and/or administrative agreements with the Partners. Such agreements may provide for (but shall not be limited to) the sharing of office space and resources and the allocation of salaries for staff members who share their services amongst multiple Partners. Such agreements may be amended from time to time, and are subject to revocation by the Finance/Audit Committee.
8.6 Disbursements. Checks written against regular bank accounts of the Greater Topeka Partnership shall be signed by at least two officers or authorized staff members designated and certified by the Chairs Council, and shall be supported by proper requisitions, vouchers, statements, or other authorized staff members.
8.7 Investment of Partnership Assets. Purchase of securities or real estate or any other investments made with assets of the Greater Topeka Partnership shall only be made with the prior approval of the Chairs Council and in accordance with such investment policies and guidelines as have been adopted by the Chairs Council.
8.8 Record Retention. All financial and other records of the Greater Topeka Partnership shall be retained in accordance with the policies adopted by the Chairs Council.
8.9 Auditing Procedure. The President and CEO of the Greater Topeka Partnership shall engage an independent certified public accounting firm to audit annually all general and special accounts of the Greater Topeka Partnership. The firm may be instructed to perform unannounced audits at any given period of the year for verification of accounts, in addition to the annual audit. All audit results should be distributed in writing on a timely basis to the Finance/Audit Committee and shall be reviewed by the Executive Committee and ultimately the full Chairs Council.
9. GENERAL
9.1 Interest of Directors or Officers. The Directors may, from time to time, adopt ethical practices criteria to govern the practices, interests or relationships of the officers and directors.
9.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or of any law, a waiver thereof, if permitted by law, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
9.3 Attendance by Tele-Conference. Unless otherwise restricted by law, Directors may participate in meetings of the Chairs Council or the Executive Committee by means of telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
9.4 Action Without A Meeting. Nothing in these Bylaws shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Chairs Council, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.
9.5 Dissolution Distributions. Upon dissolution of the Greater Topeka Partnership, after satisfaction of all obligations and debts of the corporation, and to the extent not precluded by state or federal law, the corporation shall distribute its remaining assets to those entities that have contributed or donated assets and/or money to it. The amount of each such distribution shall be proportional, calculated by considering what proportion the fair market value of each donation/ contribution bears to the combined fair market value of all donations and contributions.
10. AMENDMENT
10.1 Power of Directors. The Bylaws of the Greater Topeka Partnership may from time to time be repealed, amended or altered, or new Bylaws may be adopted, by the Directors, by unanimous written consent, or by two-thirds (2/3) votes of those present (assuming a quorum is present) at any annual, regular or special meeting of the Chairs Council.
The foregoing Bylaws were adopted by the Incorporators of the Greater Topeka Partnership on the 12th day of February, 2019 and amended on November 15, 2022, and May 14, 2024.
PURPOSE
Momentum
In 2017, this community formalized a strategy designed to help our community change course and achieve its potential. Momentum 2022 was an unparalleled success: we improved our net promoter score by 63%, cut crime by 25%, reduced our poverty rate by 40%, and increased household incomes by 24%. Shawnee County’s GDP rose by over $2 billion and our population reached a record high. Topeka boasts the third hottest housing market in the United States, and a bustling downtown that beams from over $100 million in new investment.
This next five-year strategy, Momentum 2027, capitalizes on that momentum, builds on our successes, and lifts our community to unprecedented heights. It is founded on principles of equity and inclusive prosperity and is designed to unlock growth and economic opportunity for all. Our continued growth and success depends on the focus, commitment and collaboration of our public and private partners.
MOMENTUM 2027
EXECUTIVE
COMMITTEE
Tara Dimick
Compass
Marketing + Advertising Partners
Tri-Chairs
Kevin Cook
Shawnee County Commissioner
Leilani Grey
Topeka Collegiate
Marsha Pope
Topeka Community Foundation
Nikki Ramirez
Jennings
Omni Circle Group
Keith Warta
Bartlett & West
Kurt Kuta
CoreFirst Bank & Trust
Michael Padilla Topeka Mayor
Amy Kincade
Stormont Vail Health
Eric Grospitch
Washburn University
Michael Odupitan
Omni Circle Group
Michelle Cuevas Stubblefield
Greater Topeka Partnership
Matt Pivarnik
Greater Topeka Partnership
1) Housing for All
2) Active Core & Neighborhoods
3) Arts & Recreation
A PLACE TO LIVE
1) Retain & Expand
2) Launch & Develop
3) Promote & Attract
A PLACE TO PROSPER
EQUITY
A PLACE TO LEARN
1) Cradle Through Career
2) Access to Opportunity
A PLACE TO BELONG
1) Engaged & Empowered
2) Proud & Aware
3) Recruit & Retain Talent
OPERATIONAL GUIDELINES OF THE MOMENTUM COMMITTEE
These Operational Guidelines set forth the purpose and role of the Momentum Committee, as well as, procedures for choosing its members, leaders and successors. During the pendency of the Momentum 2022 Strategic Plan, this Committee is known as the Momentum 2022 Committee. These Guidelines will remain in effect through the completion of the Momentum 2022 Strategic Plan and will continue to govern the activities of any similar committee charged with implementing such new strategic plan as may be developed (e.g. Momentum 2027) and unless and until the Chair’s Council of the Greater Topeka Partnership (GTP) alters, replaces or discontinues them. References herein to 2022 will be construed as pertaining to such subsequent plan unless the context clearly dictates otherwise.
1. Purpose and Duties. (a) The Momentum Committee is a committee of the Greater Topeka Partnership Chair’s Council. Its purpose is to:
a. Make proposals to the Chair’s Council related to implementation of Momentum 2027, including, but not limited to:
i. Work Group organization, appointment of chairs, vice-chairs, and group members
ii. Modifications to focus areas and actions listed in Momentum 2027
b. The Committee shall meet [no less than quarterly]at a time and place agreed upon by the Chair(s) and dulycommunicated to the Committee members.
c. Provide input to the Chair’s Council regarding whether Work Groups have support and staff necessary to be successful.
d. Oversee Momentum 2027 Work Groups.
e. Oversee the Momentum 2022 communications, including, but not limited to:
i. Participation in the speakers Bureau
ii. Review and make recommendations on the Momentum 2027 communication plan
f. Make reports to elected officials, as necessary, with regard to Momentum 2027.
g. Provide feedback to the CEO of the GTP on the performance of the Senior VP of Strategy.
(b) The Committee shall meet monthly at a time and place
agreed upon by the Chair(s) and duly-communicated to the Committee members.
2. Committee Membership. (a) A Special Selection Panel of the Chair’s Council shall appoint the members of the Momentum Committee to serve [as designated.] The number of committee members shall not exceed [fifteen]. …
The Special Selection Panel shall consist of the Chair of the Chair’s Council, the CEO of the GTP and up to three additional members of the Chair’s Council appointed each year by the Chair of the Chair’s Council.
(b) Momentum Committee members should possess an objective well-rounded perspective on the economic, commercial, social and cultural make-up of Topeka and Shawnee County. Committee members shall serve for oneyear terms and there shall be no limit to the number of consecutive terms a member may serve. The Momentum Committee should include at least one representative of the government of Shawnee County and at least one representative of the government of the City of Topeka as Members by Virtue of Position Held.
3. Committee Leadership. The Special Selection Panel shall also designate a Chair to lead the Momentum Committee. The Panel may also a Chair-elect as it deems advisable to ensure continuity of leadership on the Committee. The Panel may designate as many as three co-Chairs. The Momentum Chair(s) shall serve for two year terms; provided, however, that if a Chair is serving in a representative capacity by virtue of a position held, their term shall not exceed the term of that position; and provided further that no Chair shall serve more than four (4) consecutive years; and provided, further, that each Chair shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Chair’s Council, whichever occurs first. When two or three Chairs are presiding, their terms shall be staggered such that in any given year only one Chair’s term expires. At a meeting called for that purpose, the Chair’s Council may vote to recommend removal of a Momentum Chair whenever in their judgment the best interests of Momentum 2027 will be served thereby.
4. Staffing. The Momentum Committee will be supported by staff members employed by the Greater Topeka Partnership. Staff adjustments may be made at the discretion of the Greater Topeka Partnership.
5. Work Groups. The Momentum 2027 Committee may create, alter or disband such Work Groups as it deems necessary to assist in carrying-out Momentum 2027. Any individual with requisite knowledge of the Work Group’s focus area may be eligible to serve on the Work Group. Work Group Chairs must be appointed from the Membership of the Momentum Committee.
6. Amendments. These Operational Guidelines may be amended at any time by majority vote of the Chair’s Council. Approved amendments shall become effective immediately or as otherwise provided by the amendment.
ADVISORY BOARD
PURPOSE
The EO Advisory Board has two related purposes:
(a) Provide counsel and advisory oversight to the Greater Topeka Partnership and all of its partners and entities. This includes: (i) advising the Partnership’s CEO and Israel Sanchez, Director of Equity and Business Development and the Presidents and Executive Directors of the Partnership’s entities and their volunteer boards; (ii) helping the Partnership provide programming in the area of diversity, equity, inclusion, and opportunity; and (iii) helping keep equity at the center of the implementation of the Partnership’s holistic economic development strategies; and
(b) Oversee and ensure the fulfillment of Go Topeka’s obligation pursuant to the Agreement for Services between Go Topeka and the Joint Economic Development Organization (JEDO) dated April 4, 2014, as amended, to support economic development for socially and economically disadvantaged individuals and/or business enterprises. The formation of this Advisory Board, and subsequent dissolution of the Minority and Women Business Advisory Board will be undertaken so as to ensure undisrupted fulfillment of the aforesaid obligation.
These Operating Guidelines describe the purpose and structure of the Greater Topeka Partnership’s Equity and Opportunity Advisory Board (“EO Advisory Board”) and provide basic procedures for the conduct of the group’s activities.
SECTION ONE – GENERAL
1.1 Purpose. The EO Advisory Board has two related purposes:
(a) Provide counsel and advisory oversight to the Greater Topeka Partnership and all of its partners and entities. This includes: (i) advising the Partnership’s CEO and Chief Equity & Opportunity Officer (CE&OO) and the Presidents and Executive Directors of the Partnership’s entities and their volunteer boards; (ii) helping the Partnership and CE&OO provide programming in the area of diversity, equity, inclusion, and opportunity; and (iii) helping keep equity at the center of the implementation of the Partnership’s holistic economic development strategies; and
(b) Oversee and ensure the fulfillment of Go Topeka’s obligation pursuant to the Agreement for Services between Go Topeka and the Joint Economic Development Organization (JEDO) dated April 4, 2014, as amended, to support economic development for socially and economically disadvantaged individuals and/or business enterprises. The formation of this Advisory Board, and subsequent dissolution of the Minority and Women Business Advisory Board will be undertaken so as to ensure undisrupted fulfillment of the aforesaid obligation.
1.2 Relationship to Greater Topeka Partnership. The EO Advisory Board is an Advisory Board of the Greater Topeka Partnership (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. The EO Advisory Board therefore coordinates its activities with those of the GTP partners and other Advisory Boards, avails itself of the unified management structure and shared services which the GTP provides and participates in the GTP’s consolidated budgeting, finance and administrative processes.
SECTION TWO – GOVERNANCE
2.1 General. The EO Advisory Board shall consist of up to 25 Elected Directors and Directors by Virtue of Position Held. Elected Directors are expected either to be current Members in good standing of the Greater Topeka Partnership or to have expressed their commitment to become Members within a reasonable time following their election to the EO Advisory Board. The Executive Committee may vote to waive this preference if it considers an individual’s service on the Advisory Board critical to fulfillment of its purposes. Elected Directors shall serve two-year terms unless an individual is appointed to fulfill an unexpired term. The Elected Directors shall be divided as equally as possible into two groups to ensure that in any given year the terms of approximately one-half of the Directors are subject to expiration. Elected Directors shall not serve for more than three (3) consecutive two-year terms.
2.2 Directors by Virtue of Position Held. The EO Advisory Board shall also include such Directors by Virtue of Position Held as the Executive Committee deems desirable. Directors by Virtue of Position Held need not be Members of the Greater Topeka Partnership.
2.3 Election or Appointment of EO Advisory Board Members. The Nominating Committee (Section 4.2(b)) shall select and secure acceptance from candidates for Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full EO Advisory Board and shall be voted upon at a regularly-scheduled meeting occurring before October and shall be subject to ratification by the GO Topeka Board of Directors. The newly elected Advisory Board members shall be installed at the last board meeting of the year in which they were elected and they shall assume their roles effective on the January 1 immediately following their installation.
2.4 Vacancies. Vacancies on the Advisory Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee.
2.5 Removal. The EO Advisory Board may, at any time, by a majority vote of those entitled to vote, remove any Director with cause, which shall include, but not be limited to, missing fifty percent (50%) of the Advisory Board meetings during any calendar year or conduct which the Advisory Board determines to be unethical or unbecoming.
2.6 Frequency and Location of Meetings. The EO Advisory Board shall meet at least quarterly at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice of the meeting.
2.7 Special Meetings. Special meetings of the Advisory Board may be called at any time by the Chair or by any three Directors at such time and place as the requestors may determine.
2.8 Staff Liaison(s). Primary responsibility for development, planning and execution of EO Advisory Board activities shall lie with employees of the GTP, acting under the sole and exclusive management of the CEO of the GTP. Such staff shall also function as liaison between the EO Advisory Board and the GTP Shared Services functions (i.e. Marketing, Events, Finance). The primary Staff Liaison(s) shall be the GTP’s Chief Equity and Opportunity Officer.
2.9 Quorum. For all duly convened meetings of the EO Advisory Board, a quorum shall be defined as not fewer than 51% of the entire EO Advisory Board. Those EO Advisory Board members present may continue to do business until adjournment, notwithstanding the earlier departure of some EO Advisory Board members.
SECTION THREE – OFFICERS
3.1 Officers. The Officers of the EO Advisory Board shall be a Chair, Chair-Elect and Immediate Past Chair. Each Officer shall serve for a one-year term. In addition to serving on the Executive Committee and fulfilling the duties set forth below, every Officer is expected to work with the Staff Liaison to recruit new EO Advisory Board members, build community partnerships, attend as many EO Advisory Board events as possible and actively promote the EO Advisory Board. Only Elected Directors are eligible to serve as Officers.
3.2 Chair. The Chair shall: (1) preside at all meetings of the EO Advisory Board and Executive Committee and general gatherings of the EO Advisory Board members; (2) serve on the Board of the Greater Topeka Partnership’s Chair’s Advisory Board; and (3) interface regularly with the Staff Liaison.
3.3 Chair-Elect. The Chair-Elect shall assist the Chair in the Chair’s responsibilities and preside in the Chair’s absence at any EO Advisory Board gathering. In the event the Chair becomes vacant, the ChairElect shall assume such position.
3.4 Immediate Past Chair. The Immediate Past Chair shall participate as a member of the Executive Committee and provide historical perspective on the EO Advisory Board
3.5 Selecting the Chair-Elect.
(a) On or before August 1, the Nominating Committee shall convene to consider candidates for the Chair-Elect to serve in the next calendar year. No person shall be eligible to serve as Chair-Elect unless they have been a member of the EO Advisory Board for at least one year.
(b) On or before September 1, the Nominating Committee shall recommend at least one nominee to the Executive Committee, which shall consider approval of such nominees for presentation to the full EO Advisory Board. On or before October 1, the EO Advisory Board, following consideration of the nominees so presented and such other nominees as may be proffered at that EO Advisory Board meeting, shall elect the Chair-Elect. Such election shall be subject to ratification by the CEO of the GTP.
(c) In the event the Executive Committee does not approve one or more of the candidates recommended by the Nominating Committee or the CEO of the GTP does not ratify the EO Advisory Board’s decision, the Executive Committee shall proceed with all due haste to identify and present an alternative candidate to the EO Advisory Board and the CEO of the GTP in order that the new Chair-Elect may be seated by January 1 of the coming year.
3.6 Removal of Officer. Any Officer not fulfilling his/her duties, may be removed from office by a vote of a majority of the members of the EO Advisory Board.
SECTION 4 – COMMITTEES AND TASK FORCES
4.1 Committees. The Chair or the Directors may designate one or more committees, each committee to consist of Directors, officers and/or other interested parties, and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable. The Chair shall designate the leadership of such committees. The Chair or Directors may likewise disband any committee they have created pursuant to this provision.
4.2 Standing Committees. The following shall be standing committees of the EO Advisory Board:
(a) Executive Committee. An Executive Committee composed of the Officers, the GTP Staff Liaison and up to three non-officer EO Advisory Board Members shall be established prior to the commencement of each calendar year and shall have the authority to manage the business and affairs of the EO Advisory Board between regularly scheduled meetings of the EO Advisory Board. Except for those decisions which these Guidelines designate as the sole responsibility of the Executive Committee, decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Advisory Board at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to three (3) Elected Directors who are not standing for re-election shall be appointed by the Chair by the end of the first quarter of each calendar year, subject to ratification by the Executive Committee.
4.3 Task Forces. The Chair or the Directors may likewise designate one or more task forces to research, develop or carry-out such temporary or time-bound projects as either deems necessary and may delegate to such task force authority as the Chair or Directors deem
appropriate and reasonable. The Chair shall designate the leadership of such task forces. The Chair or Directors may likewise disband any task force they have created pursuant to this provision.
SECTION 5 – MISCELLANEOUS
5.1 Amendments to Guidelines. The Operating Guidelines may be amended (i) upon a two-thirds (2/3) majority vote of the EO Advisory Board at a regularly scheduled meeting or a special meeting called for the purpose of amending the Guidelines or (ii) by the GTP, provided the effective date of such amendment by the GTP shall not take effect sooner than 30 days following written notification of the EO Advisory Board. Amendments approved by the EO Advisory Board shall become effective immediately or as otherwise provided by the amendment. In no case is the EO Advisory Board authorized to amend those provisions of these Guidelines which pertain to the Agreement for Services between Go Topeka and JEDO.
MISSION
The Greater Topeka Chamber of Commerce mobilizes the community to speak with a highly infuential voice in support of public policies that create economic success.
VISION
Topeka / Shawnee County has a global reputation as a community which is vibrant, innovative, fun, diverse and healthy, in part, because its public policies enable it to flourish.
Patrick Vogelsberg Kansas Gas Service-A Division of ONE Gas Inc.
(TERM EXPIRES DECEMBER 31, 2026)
Leslie Fleuranges Tender Loving Care Pet Nursing Hotel
Danielle Norwood Community Member
Jona Rupnicki Prairie Band, LLC
Angela Broxterman Midwest Health, Inc.
Yana Ross TopCity Promise
Del-Metrius Herron Del-Metrius Herron and Associates, KW One Legacy Partners
TBD
(TERM EXPIRES DECEMBER 31, 2027)
Rehan Reza Otentic Global LLC
John Federico Federico Consulting
Veronica Padilla Topeka LULAC Senior Center
Sabrina Thompson Kansas Bar Association
Dawna McCabe Century Business Technologies
Cody VandeVelde Evergy
TBD
DIRECTORS APPOINTED AT-LARGE
(TERM EXPIRES DECEMBER 31, 2025)
Nick Xidis Hazel Hill Chocolate
Brian Pardo Mars Wrigley Confectionery
Jake Klima Advisors Excel
Jeff Kuzbel Federal Home Loan Bank
Andy Williams BNSF Railway Company
Steve Hewitt Kansas Turnpike Authority
TBD
DIRECTORS BY VIRTUE OF POSITION HELD
Kent Crane 190th Air Refueling Wing
Amanda Lewis Chair, Small Business Council
TBD Topeka City Council Member
TBD Shawnee County Commissioner
TBD Shawnee County Legislator
John Fritch Washburn Representative
Sydney Steffen Chair-elect, Forge
Brad Womack Silver Lake USD
TBD Regional Mayor
GREATER TOPEKA CHAMBER OF COMMERCE BYLAWS
PURPOSE
The purpose of the Greater Topeka Chamber is to be the leading regional advocate for businesses in Topeka and Shawnee County. We work on behalf of our member businesses to influence legislation, communicate regulatory concerns, and continue to foster a businessfriendly climate. We advocate, connect, and educate our businesses to government at all levels.
The Greater Topeka Chamber of Commerce is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. As such, the Greater Topeka Chamber of Commerce will collocate its offices with those of the other GTP partners, will coordinate its activities with those of the other GTP partners, will avail itself of the unified management structure and shared services which the GTP provides and will participate in the GTP’s consolidated budgeting, finance and administrative processes.
LIMITATION OF METHODS
The Greater Topeka Chamber of Commerce shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501 (c) (6) of the Internal Revenue Code.
UNIFORM BYLAW PROVISIONS
The Uniform Bylaw Provisions of the Greater Topeka Partnership were duly adopted by the Chamber Board of Directors at its regularly scheduled meeting August 20, 2020 and are, by that virtue, incorporated fully hereinto. In these bylaws, the Greater Topeka Chamber of Commerce is sometimes referred to as the “Partner.”
ARTICLE I
BOARD OF DIRECTORS
Section 1 DUTIES AND POWERS The Board of Directors shall be the governing body of the Greater Topeka Chamber of Commerce and all its councils, committees, task forces, affiliated or subsidiary organizations, employees and properties, subject only to the limitations and exceptions provided for in the Articles of Incorporation or in the Bylaws.
Section 2 NUMBER AND SELECTION The Board of Directors shall consist of 37 persons. Every Director shall be classified as one of the following: Representative Directors, Directors Appointed At-Large and Elected Directors. All Directors shall have voting rights.
Representative Directors. The Chairman of the Board, with consent of the Board, is empowered to appoint up to ten Representative Directors, who shall serve one-year terms and shall include:
• The Mayor of the City of Topeka or his or her designee
• The Chairperson of the Shawnee County Commission or his or her designee
• A member of the Shawnee County Legislative Delegation
• The commanding officer of the Kansas Air National Guard 190th Refueling Wing (it being understood that the 190th ARW is only represented on the Board in an ex officio observer capacity)
• A representative of Shawnee County’s young professional sector
• A representative of Shawnee County’s small business sector
• The superintendent of one of Shawnee County’s Public School Districts.
• A representative of Washburn University
• The Regional Mayor, or his or her designee, rotating annually
Directors Appointed At-Large. The Chairman of the Board, with consent of the Board, is empowered to appoint up to seven At-Large Directors to serve one-year terms.
Section 3 QUALIFICATIONS OF ELECTED DIRECTORS AND DIRECTORS APPOINTED AT-LARGE
An Elected Director shall have been, or shall represent an organization which has been, a member of the Greater Topeka Partnership in good standing for the shorter of two (2) years or the entire period during which the Greater Topeka Partnership has been incorporated and have actively participated in the Partnership. An Appointed At-Large Director shall be a member of the Greater Topeka Partnership in good standing.
Section 4 TERMS The length of the term of Elected Directors shall be three years unless an individual is appointed to fulfill an unexpired term. Terms of Elected Directors shall be divided as equally as possible into three classes to ensure that in any given year approximately onethird of the Elected Director positions is subject to expiration. The Directors shall hold office for the length of their term or until their successors shall have been elected and shall qualify; however, no provision of this section shall restrict the Board’s right to remove a Director as hereinafter provided. Elected Directors shall not serve for more than two (2) consecutive three-year terms. The length of term of Appointed Directors and Directors by Virtue of Position Held (or as they are sometimes called “Representative Directors”) shall be one year.
Section 5 ELECTION OR APPOINTMENT OF DIRECTORS
The Nominating Committee shall select and secure acceptance from candidates for Elected and Appointed Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Board for initial consideration at a regularly-scheduled meeting occurring before July. At the meeting when the slate is presented, directors present may make nominations from the floor for candidates for Elected Director positions. The Board shall vote upon the slate of candidates at a regularly-scheduled meeting occurring before October. The newly elected Directors shall be installed at the last board meeting of the year in which they were elected and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
Section 6 VACANCIES Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive
Committee. A vacancy shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Chair accepts the resignation of a Director tendered to take effect at a future time, the Chair may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.
Section 7 REMOVAL OF A DIRECTOR The Directors may, at any time, by a majority vote of those entitled to vote, remove any Director with cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by the ethical practices criteria adopted by the Board.
Section 8 GENERAL
(a) Place of Meeting. The meetings of the Board shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting.
(b) Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of the Board and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by mail or by electronic mail to each Director of record entitled to vote at such meeting, except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the books of the Greater Topeka Partnership or such other address given by the Director for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Directors present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
(e) Director’s List. A complete list of the Directors entitled to vote at every meeting of the Board, with the address of each, shall be prepared by the Secretary or a designee, and shall be open, at the place where the meeting is to held, for at least ten (10) days prior thereto and during the usual hours for business for the examination of any Director, and shall be produced and kept at the time and place the meeting is to be held during the whole time thereof for the inspection of any Director present. The original or duplicate Directors’ list shall be the only evidence as to who are Directors entitled to examine such list, or the books of the Partner, or to vote in person, or by proxy, at such meeting. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting. The original or duplicate Directorship list containing the names and addresses of the Directors, shall, at all times, during the usual hours of business, be open for examination of every Director at the Greater Topeka Partnership’s registered office.
(d) Adjourned Meetings and Notice Thereof. Any meeting of the Board, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors, whether present in person or represented by proxy. When any meeting of the Board, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.
(e) Quorum. A quorum of all meetings of the Board shall consist
of a majority of the whole Board unless a greater number as to any particular matter is required by statute, by the Articles of Incorporation or by these Bylaws. Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Directors, it shall, except as otherwise required herein, by law or by the Articles of Incorporation, be authorized by a majority of the votes cast by Directors entitled to vote thereon at a valid meeting at which a quorum was present.
(f) Super Majority. In the vast majority of cases, the Board takes official action through the adoption of motions for which a majority of the directors present and voting have voted in the affirmative. The Board may choose to suspend this general rule and apply a higher Super Majority standard to actions which are of extraordinary importance. At any time after such underlying motion has been made and duly-seconded, but before it is put to a vote, any Board member present may move to suspend the rules and require a Super Majority. If such motion to suspend the rules is duly-seconded and affirmed by at least 67% of the Board members present, the underlying motion shall not be considered adopted unless at least 67% of the Board members present and voting shall have voted in the affirmative.
(g) Special Meetings. Special meetings of the Board may be called at any time by the Chair or by any three Directors so requesting the meeting, and may be held within or without the State of Kansas at such time and place as the Directors may determine, or as the notice or waiver thereof may specify. Notice of such meetings shall be delivered to the last known address (or electronic mail address as the case may be) of each Director at least three (3) days prior to the date fixed for the meeting. Special meetings of the Board may be held at any time that all Directors are present in person. Unless specifically required by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
(h) Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or of any law, a waiver thereof, if permitted by law, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
(i) Attendance by Teleconference or Video Conference. Unless otherwise restricted by law, Directors may participate in meetings of the Board or any committee by means of video conference or teleconference or similar communications technology if such technology is made available, whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
(j) Action Without A Meeting. Nothing in these Bylaws shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Board, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. In this context, the terms “writing” and “signed” include electronic mail messages and replies thereto.
(k) Compensation. Directors shall serve without compensation for their services and status as Directors, but in the event of an extraordinary expense incurred by any Director, the Board, at its discretion, may request the Greater Topeka Partnership to reimburse such expense.
Section 9 COMMITTEES
(a) General. The Chair or the Directors may designate, one or more committees, each committee to consist of Directors, officers and/ or other interested parties and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable.
(b) Standing Committees. The following shall be standing committees of the Board:
(i) Executive Committee. An executive committee consisting of the Chair, Chair-elect, Immediate Past Chair, Treasurer and at least one non-Officer Director, appointed by the Chair, shall hereby have the authority to manage the business and affairs of the Partner between regularly scheduled meetings of the Board. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Board at its next regularly scheduled meeting.
(ii) Nominating Committee. A Nominating Committee consisting of an odd number of members, including the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to five (5) Elected Directors who are not standing for re-election shall be appointed by the Chair subject to ratification by the Executive Committee.
ARTICLE II OFFICERS
Section 1 ELECTION By December of each year, the Directors shall elect the following officers: Chair-Elect, Treasurer and, if desired, one or more Vice-Chairs. The officers elected, and the currently serving Chair-elect, shall assume their new roles effective January 1 of the immediately following year. The immediate past Chair shall also be an officer. Any number of offices may be held by the same person. Only individuals serving as Directors may serve as officers.
Section 2 DUTIES AND POWERS All officers shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Directors, including the authority to execute instruments in the name of and on behalf of the Partner.
Section 3 COMPENSATION The officers shall serve without compensation for their services and status as Officers, but the Partner may reimburse reasonable expenses incurred on its behalf.
Section 4 DELEGATION OF DUTIES In the event of absence or inability of any officer to act, the Directors may delegate the power or duties of such officer to any other officer or Director whom they may select.
Section 5 BOND The Directors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond in such amount and with such sureties as may be determined by the Directors.
Section 6 TERM AND REMOVAL The term of each office shall be one (1) year. The Chair of the Partner shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Directors, whichever occurs first. Any officer or agent may be removed by the Directors at a meeting called for that purpose whenever in their judgment the best interests of the Greater Topeka Partnership or any of its Partners will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
ARTICLE III FINANCES
Section 1 FISCAL YEAR The fiscal year of the Chamber shall close December 31.
Section 2 CONTROL Final authority over the deposits, investments, and disbursements of all monies paid to the Greater Topeka Chamber of Commerce or any of its councils, committees, task forces or affiliated or subsidiary organizations, shall reside with the GTP Chair’s Council.
Section 3 BUDGET Expenditure of all membership investments, fees, and income from property rentals, business operations, investments, or any other source intended for the regular operation of the Chamber, shall be allocated to meet the operating needs of the Chamber under a budget prepared by GTP staff and adopted for recommendation to the GTP Chair’s Council by the Board of Directors.
The budget shall be adopted as soon as practicable prior to the start of each fiscal year, but in no event later than the last meeting of the Board of Directors regularly-scheduled during the immediately preceding fiscal year.
No council, committee, task force, or any other group operating under such budget, may expend more than its allocated amount without prior approval of the GTP Chair’s Council.
The Treasurer shall make a cumulative report each month to the directors on income and expenditures.
Section 4 DISBURSEMENTS Checks written against regular Chamber bank accounts shall be signed by at least two officers or authorized staff employees designated and certified by the Board of Directors, and shall be supported by proper requisitions, vouchers, statements, or other staff employees whose approval he or she require or to whom he or she shall delegate such authority.
Section 5 RECORDS All financial records except those which must be kept longer to conform to regulations or governmental agencies of specific rulings of the Board of Directors may be destroyed after five years from their original dates.
Section 6 AUDITING PROCEDURE The Chairman of the Board shall direct the CEO of the GTP to engage an independent certified public accounting firm to audit annually all general and special accounts of the Greater Topeka Chamber of Commerce. The firm may be instructed to perform unannounced audits at any given period of the year for verification of accounts, in addition to the annual audit. All audit results should be distributed in writing on a timely basis to each member of the Executive Committee and reviewed by the Board of Directors.
ARTICLE IV STAFF LEADERSHIP
The operations of the Partner may be carried-out by staff, including a President of the Partner, who are employees of the GTP. Such services will be rendered pursuant to an agreement between the GTP and the Partner and shall be subject to the sole and exclusive management of the CEO of the GTP. Prior to making any changes in the person or status of any such President, the CEO of the GTP will first seek to consult with the Executive Committee.
ARTICLE V ANTITRUST AVOIDANCE
The Partner is a not-for-profit organization. The Partner is not organized and may not play any role in the competitive decisions of its members, nor in any way restrict competition among members or potential members. Rather it serves as a forum for a free and open discussion
of diverse opinions without in any way attempting to encourage or sanction any particular business practice.
The Partner provides a forum for exchange of ideas in a variety of settings including its educational programs, committee and task force meetings, and board meetings. The board of directors recognizes the possibility that the Partner and its activities could be viewed by some as an opportunity for anticompetitive conduct. Therefore, this statement supports the policy of competition served by the antitrust laws and to communicate the Partner’s uncompromising policy to comply strictly in all respects with those laws.
While recognizing the importance of the principle of competition served by the antitrust laws, the Partner also recognizes the severity of the potential penalties that might be imposed on not only the Partner but its members as well in the event that certain conduct is found to violate the antitrust laws. Should the Partner or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Partner plus attorney fees. In addition, damage claims awarded to private parties in a civil suit are tripled for antitrust violations. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.
Accordingly, the Board has adopted the following Statement of Principles:
The Partner or any committee, task force, or activity of the Partner shall not be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore, discussions and exchanges of information about such topics will not be permitted at the Partner meetings or other activities.
There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.
There will be no discussions about allocating or dividing geographic or service markets or customers.
There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is false, misleading, deceptive, or directly competitive with association products or services.
There will be no discussions about discouraging entry into or competition in any segment of the marketplace.
There will be no discussions about whether the practices of any member, actual or potential competitor, or other person are unethical or anti-competitive, unless the discussions or complaints follow the prescribed due process provisions of the Partner’s Bylaws.
Certain activities of the Partner and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence:
1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) of a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions designed to cover-up anticompetitive conduct.
Meetings will follow a written agenda. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.
At informal discussions at the site of any the Partner’s meetings all participants are expected to observe the same standards of personal conduct as are required of the Partner in its compliance.
ARTICLE VI ETHICAL PRACTICES BY DIRECTORS
Each Director recognizes the special responsibilities that pertain to them by virtue of the public trust they hold. To fulfill that trust, every Director shall adhere to the following standards in exercising their responsibilities. The Director shall:
Hold themselves free of interest, influence or relationship in respect to any activity which could impair judgment or objectivity or which, in the reasonable view of the observer, has that effect;
Perform their official duties and arrange their private affairs in such a manner that public confidence and trust in the integrity, objectivity and impartiality of board members are conserved and enhanced;
Disclose relationships or other personal or professional dealings that may conflict or appear to conflict with the interests, business or responsibilities of the Board, and take such additional action as may be necessary to avoid real, potential or apparent conflicts of interest.
Act honestly and in good faith with a view to the best interest of the community;
Ensure that the organization’s business and public affairs are conducted in an ethically responsible manner;
Not step out of their official roles to assist private entities or persons in their dealings which would result in preferential treatment to any person or group;
Not accept anything of monetary value from any outside source as compensation for their services as a Director;
Place loyalty to the community above self-interest and above loyalty to special interest or particular constituent bodies;
Not seek preferential treatment for themselves or third parties or go outside normal business channels;
Exercise his/her special competence and knowledge to the most effective use of organizational resources and be prepared to work with others on the Board to this end while recognizing the strengths and limits of such special competence;
Keep in confidence information obtained in the course of Board activities;
Not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and responsibilities and that is not generally available to the public; and
Disclose activities which might call into question their ability to discharge their Board duties and responsibilities objectively and refrain from considering or voting on any issue in which the Director, their immediate family or their affiliated business has a financial interest.
ARTICLE VII LEGAL PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
Section 1 INDEMNIFICATION
The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka Partnership, by reason of the fact that such person is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
Section 2 NO PRESUMPTION The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 3 EXPENSES
(a) To the extent that a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such Director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(b) Expenses incurred by a Director, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chair’s Council of the Greater Topeka Partnership deems appropriate.
Section 4 AUTHORIZATION Any indemnification under this Section, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such Director, officer, employee or agent has met the applicable standard of conduct set forth in this Section. Such determination shall be made (1) by the Chair’s Council of the Greater Topeka Partnership by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 5 NOT EXCLUSIVE The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, agreement, vote of disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
Section 6 INSURANCE The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under the provisions of these Bylaws.
Section 7 CONTINUING EFFECT The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VIII AMENDMENT
The Bylaws of the Corporation may from time to time be repealed, amended or altered, or new Bylaws may be adopted, by the Directors, by unanimous written consent, or by two-thirds (2/3) votes of those present (assuming a quorum is present) at any annual, regular or special meeting thereof.
ARTICLE IV DISSOLUTION PROCEDURE
The Board of Directors shall have the authority to dissolve the corporation provided the following procedure is adhered to: (i) a motion to dissolve is made and seconded at a duly-convened meeting of the Board of Directors, (ii) at least sixty (60) days transpires between the date such motion is made and the day it is voted upon, (iii) notice is provided to each Director at least thirty (30) days in advance of such vote expressly stating that such vote is scheduled, (iv) the vote takes place at a subsequent duly-convened meeting of the Board of Directors the agenda of which contains such motion as a separate action item and (v) at least 2/3 of the Directors present and voting at such subsequent meeting vote in favor of such motion.
These bylaws were adopted by the Board of Directors on December 15, 2022, and amended on April 18th, 2024
MISSION
To ensure that Topeka’s downtown is the center of a thriving regional economy through recruiting, retaining and engaging commercial, cultural and residential opportunities.
VISION
Downtown Topeka is nationally recognized for its innovative and effective development of commercial, cultural and residential activity and increased quality of life in the Topeka region.
2025 DOWNTOWN TOPEKA INC.
EXECUTIVE
COMMITTEE
Chair
Megan Schwerdt
Williams
Schwerdt Design Group, Inc.
Chair-Elect
Abby Lear
Kansas State University Innovation Partners
Immediate Past Chair Mackenzi
Mondesir
U.S. Bank
Treasurer
Clint Patty Clayton Wealth Partners
Jeremy Graber
Foulston Siefkin
Sean Dixon
Interim President, Downtown Topeka Inc.
2025 DOWNTOWN TOPEKA BOARD
OF DIRECTORS
ELECTED DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Eric Grospitch Washburn University
Michele Stanley BCBSKS
Abby Lear Kansas State University Innovation Partners
Keith Griffin Stormont Vail Health
Todd Konkel Topeka Vendors Market
Ken Schmanke K1 Realty
James Baronet KSNT
(TERM EXPIRES DECEMBER 31, 2026)
Maria Kutina HTK Architects
Tony Mashaal Olive Bodega
Mackenzie Mondesir US Bank
Megan Schwerdt-Williams Schwerdt Design Group
Jason Pickerell Equity Bank
Hayden Federico The Celtic Fox
Lane Clothier-McNeil Hill’s Pet Nutrition
Clint Patty Clayton Wealth Partners
Jeremy Graber Foulston Siefkin LLP
(TERM EXPIRES DECEMBER 31, 2027)
Mark Kossler Fidelity State Bank & Trust Co
Susana Ortiz LPC Ad Astra Per Aspera Counseling, LLC
Sarah Fizell ArtsConnect
Mark Rezac Kansas Commercial Real Estate Services Inc
Aaron Jones Schendel Lawn & Landscape
Seth Wagoner AIM Strategies, LLC
Chad Carsten Evergy
Miriam Krehbiel Topeka Rescue Mission
William (Billy) Skrobacz Capitol Federal
DIRECTORS BY VIRTUE OF POSITION HELD
Christina Valdivia-Alcala Deputy Mayor
TBD City Council Member
TBD Topeka Police Department
TBD USD 501 Official
Frank Burnam KS Dept of Admin Employee
BYLAWS OF DOWNTOWN TOPEKA, INC
The name of the organization is Downtown Topeka, Inc. (hereafter, “DTI”). DTI shall have an office located at 719 South Kansas Avenue, 6th Floor, Topeka, Kansas, 66603 or at such other place as shall be designated by the board of directors (hereafter, “Board of Directors” or “Board”), and such location shall be DTI’s principal place of business. DTI has not been formed for the making of profit or personal financial gain. The assets and income of DTI shall not be distributable to, or for the benefit of, the Members, Directors, officers or other individuals except as authorized to promote DTI’s primary purposes as described below. Nothing contained herein, however, shall prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of DTI. DTI is organized exclusively for charitable and educational purposes. DTI shall observe and comply with all local, state and federal laws which apply to a nonprofit organization as defined in Section 501(c) (6) of the Internal Revenue Code. DTI shall not participate in any political campaign in any manner, but shall have the authority to advocate for issues before governmental bodies which promote DTI’s primary purposes, provided that DTI shall at all times follow and adhere to all federal, state and local laws and regulations regarding lobbying activities. DTI shall not act in any manner to restrain trade or stifle competition and shall adopt no coercive measures toward any person or business entity as an inducement to join DTI.
These bylaws replace any and all previous bylaws of DTI and shall take effect immediately following their approval by the DTI Board of Directors. The Uniform Bylaw Provisions of the Greater Topeka Partnership were duly adopted by the DTI Board of Directors at its regularly-scheduled meeting July 22, 2020 and are, by that virtue, incorporated fully hereinto. DTI is referred to from time to time herein as “Partner.”
ARTICLE I ORGANIZATION
Section 1. Primary Purposes. DTI has the following primary purposes: 1) promoting the growth and expansion of downtown Topeka, Kansas for business and residential development; 2) promoting downtown Topeka as the central location for state governmental offices; 3) promoting the improvement and maintenance of downtown infrastructure; 4) serving as a liaison between diverse groups with interest in downtown Topeka and 5) promoting events and activities to achieve these goals so that Topeka’s downtown becomes a destination of cultural activity and economic development, 6) Clean & Safe; Ensuring the cleanliness and safety of downtown Topeka to foster a welcoming, secure, and healthy environment for all residents, businesses, and visitors . The Board shall have the authority at any time to refine these primary purposes and create a vision statement for DTI and a statement of DTI’s mission.
Section 2. Governance. The governing body of DTI shall be the Board of Directors as more specifically set forth in Article III of these bylaws, subject only to the limitations of federal, state and local laws, regulations and ordinances and DTI’s articles of incorporation and these bylaws. The Board shall consist of individuals (herein, “Directors”) elected as provided in Article II of these bylaws. In all meetings of the Board and committees, Robert’s Rules of Order shall govern all parliamentary procedures when not in conflict with DTI’s articles of incorporation and these bylaws.
Section 3. Greater Topeka Partnership. DTI is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c) (6) of the Internal Revenue Code. As such, DTI will collocate its offices with those of the other GTP partners, will coordinate its activities with those of the other GTP partners, will avail itself of the unified management structure and shared services which the GTP provides and will participate in the GTP’s consolidated budgeting, finance and administrative processes. Unless the context clearly dictates otherwise, use of the term “Members” herein means Members of the Greater Topeka Partnership.
ARTICLE II BOARD OF DIRECTORS
Section 1. Types of Directors and Their Terms. The Board may be comprised of Elected Directors, Appointed Directors and Directors by Virtue of Position held, as set forth elsewhere in the Bylaws. The Board of Directors shall consist of no more than 30 persons. The length of the term of Elected Directors shall be three years unless an individual is appointed to fulfill an unexpired term. Terms of Elected Directors shall be divided as equally as possible into three classes to ensure that in any given year approximately one-third of the Elected Director positions is subject to expiration. The Directors shall hold office for the length of their term or until their successors shall have been elected and shall qualify; however, no provision of this section shall restrict the Board’s right to remove a Director as hereinafter provided. Elected Directors shall not serve for more than two (2) consecutive three-year terms. The length of term of Appointed Directors and Directors by Virtue of Position Held (or as they are sometimes called “Representative Directors”) shall be one year.
Section 2. Qualifications to Serve as Directors. Directors must at all times remain Members in good standing of GTP with a substantial presence or interest in Downtown Topeka or representatives of such a Member. Further, in order to remain qualified to serve on the Board, each Director must pay any Business Improvement District (BID) taxes properly assessed against any business or building owned, operated or managed by a Director. Failure of a Director to remain qualified for a period of 60 days shall cause such Director to be suspended as provided in Section 7 of this Article III. Directors are expected to attend a minimum of two-thirds of all regularly scheduled and special Board meetings in a fiscal year. A Director may be excused from attending any Board meeting for good cause, and an excused absence will not be counted against the Director’s attendance record. Failure of a Director to attend meetings as provided herein will result in a suspension and may be presumed as a resignation as more specifically provided in Section 4 of this Article II.
Section 3. Election or Appointment of Directors. The Nominating Committee shall select and secure acceptance from candidates for Elected and Appointed Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Board for initial consideration at a regularly-scheduled meeting occurring before July. At the meeting when the slate is presented, directors present may make nominations from the floor for candidates for Elected Director positions. The Board shall vote upon the slate of
candidates at a regularly-scheduled meeting occurring before October. The newly elected Directors shall be installed at the last board meeting of the year in which they were elected and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
Section 4. Vacancies. Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee. A vacancy shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Chair accepts the resignation of a Director tendered to take effect at a future time, the Chair may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.
Section 5. Removal of a Director. The Directors may, at any time, by a majority vote of those entitled to vote, remove any Director with cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by the ethical practices criteria adopted by the Board.
Section 6. Duties and Authority of Board. The Board shall have the responsibility to set policy for DTI consistent with these bylaws. The Board shall elect all officers of DTI, and each officer, except the President, shall be a Director. The Board shall make such decisions and take such actions as are necessary to see that the primary purposes of the organization as set forth in Article I, Section 1 of these bylaws, and any mission or vision statement the Board may develop pursuant thereto, are being advanced in the manner and with the dispatch expected by the Board. The Board shall have duty, without limitation, to 1) approve a budget for recommendation to the GTP Chair’s Council for each fiscal year no later than the 15th day of the last month of the next preceding fiscal year; 2) fill vacancies of any officers of DTI and fill the unexpired term of any Director who leaves the Board; 3) make nominations for the Director positions after receiving any recommendations of the Board Development and Nominations Committee and 4) amend these bylaws as more specifically provided herein.
Section 7. Director’s List. A complete list of the Directors entitled to vote at every meeting of the Board, with the address of each, shall be prepared by the Secretary or a designee, and shall be open, at the place where the meeting is to held, for at least ten (10) days prior thereto and during the usual hours for business for the examination of any Director, and shall be produced and kept at the time and place the meeting is to be held during the whole time thereof for the inspection of any Director present. The original or duplicate Directors’ list shall be the only evidence as to who are Directors entitled to examine such list, or the books of the Partner, or to vote in person, or by proxy, at such meeting. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting. The original or duplicate Directorship list containing the names and addresses of the Directors, shall, at all times, during the usual hours of business, be open for examination of every Director at the Greater Topeka Partnership’s registered office.
Section 8. Provisions Regarding Meetings of the Board.
(a) Place of Meetings. The meetings of the Board shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting.
(b )Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of the Board and, in the case of a meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by facsimile, by mail or by electronic mail to each Director of record entitled to vote at such meeting, except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the books of the Greater Topeka Partnership or such other address given by the Director for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Directors present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
(c) Adjourned Meetings and Notice Thereof. Any meeting of the Board, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors, whether present in person or represented by proxy. When any meeting of the Board, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.
(d) Quorum. A quorum of all meetings of the Board shall consist of a majority of the whole Board unless a greater number as to any particular matter is required by statute, by the Articles of Incorporation or by these Bylaws. Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Directors, it shall, except as otherwise required herein, by law or by the Articles of Incorporation, be authorized by a majority of the votes cast by Directors entitled to vote thereon at a valid meeting at which a quorum was present.
(e) Super Majority. In the vast majority of cases, the Board takes official action through the adoption of motions for which a majority of the directors present and voting have voted in the affirmative. The Board may choose to suspend this general rule and apply a higher Super Majority standard to actions which are of extraordinary importance. At any time after such underlying motion has been made and duly-seconded, but before it is put to a vote, any Board member present may move to suspend the rules and require a Super Majority. If such motion to suspend the rules is duly-seconded and affirmed by at least 67% of the Board members present, the underlying motion shall not be considered adopted unless at least 67% of the Board members present and voting shall have voted in the affirmative.
(f) Special Meetings. Special meetings of the Board may be called at any time by the Chair or by any three Directors so requesting the meeting, and may be held within or without the State of Kansas at such time and place as the Directors may determine, or as the notice or waiver thereof may specify. Notice of such meetings shall be delivered to the last known address (or electronic mail address as the case may be) of each Director at least three (3) days prior to the date fixed for the meeting. Special meetings of the Board may
be held at any time that all Directors are present in person. Unless specifically required by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
(g) Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or of any law, a waiver thereof, if permitted by law, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Attendance by Teleconference or Video Conference. Unless otherwise restricted by law, Directors may participate in meetings of the Board or any committee by means of video conference or teleconference or similar communications technology whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
(h) Action Without A Meeting. Nothing in these Bylaws shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Board, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. In this context, the terms “writing” and “signed” include electronic mail messages and replies thereto.
Section 9. Fiscal Year; Budgets. The fiscal year for DTI shall be calendar year. The Board shall approve the annual budget of DTI for recommendation to the GTP Chair’s Council no later than the 15th day of the last month of the next preceding fiscal year after receiving any budget recommendations of the Finance and Budget Committee. After the budget is adopted, and at any time during the next fiscal year, the Board may reallocate amounts in the budget from one category to another as circumstances dictate. The President shall monitor the expenditures and at all times shall be knowledgeable regarding the income and expenditures so that the President may make suggestions to the Board for any such changes to the Budget.
ARTICLE III OFFICERS
Section 1. Election. By December of each year, the Directors shall elect the following officers: Chair- Elect, Treasurer and, if desired, one or more Vice-Chairs. The officers elected, and the currently serving Chair-elect, shall assume their new roles effective January 1 of the immediately following year. The immediate past Chair shall also be an officer. Any number of offices may be held by the same person. Only individuals serving as Directors may serve as officers.
Section 4. Delegation of Duties. In the event of absence or inability of any officer to act, the Directors may delegate the power or duties of such officer to any other officer or Director whom they may select.
Section 5. Bond. The Directors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond in such amount and with such sureties as may be determined by the Directors.
Section 6. Term and Removal. The term of each office shall be one (1) year. The Chair of the Partner shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Directors, whichever occurs first. Any officer or agent may be removed by the Directors at a meeting called for that purpose whenever in their judgment the best interests of the Greater Topeka Partnership or any of its Partners will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
ARTICLE IV COMMITTEES
Section 1. Committees of Officers and/or Directors. The Chair or the Directors may designate, one or more committees, each committee to consist of Directors, officers and/or other interested parties and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable.
Section 2. Standing Committees. The following shall be standing committees of the Board:
(a) Executive Committee. An executive committee consisting of the Chair, Immediate Past Chair and Chair-elect, Treasurer and at least one non-Officer Director, appointed by the Chair, shall hereby have the authority to manage the business and affairs of the Partner between regularly scheduled meetings of the Board. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Board at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to five (5) Elected Directors who are not standing for re-election shall be appointed by the Chair subject to ratification by the Executive Committee.
Section 3. Compensation. Directors shall serve without compensation for their services and status as Directors, but in the event of an extraordinary expense incurred by any Director, the Board, at its discretion, may request the Greater Topeka Partnership to reimburse such expense.
Section 2. Duties and Powers. All officers shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Directors, including the authority to execute instruments in the name of and on behalf of the Partner.
Section 3. Compensation. The officers shall serve without compensation for their services and status as Officers, but the Partner may reimburse reasonable expenses incurred on its behalf.
ARTICLE V STAFF LEADERSHIP
The operations of the Partner may be carried-out by staff, including the CEO of the Partner, who are employees of the GTP. Such services will be rendered pursuant to an agreement between the GTP and the Partner and shall be subject to the sole and exclusive management of the CEO of the GTP. Prior to making any changes in the person or status of any such President, the CEO of the GTP will first seek to consult with the Executive Committee.
Section 1. Background.
(a) The Partner is a not-for-profit organization. The Partner is not organized and may not play any role in the competitive decisions of its members, nor in any way restrict competition among members or potential members. Rather it serves as a forum for a free and open discussion of diverse opinions without in any way attempting to encourage or sanction any particular business practice.
(b) The Partner provides a forum for exchange of ideas in a variety of settings including its annual meeting, educational programs, committee and task force meetings, and board meetings. The board of directors recognizes the possibility that the Partner and its activities could be viewed by some as an opportunity for anticompetitive conduct. Therefore, this statement supports the policy of competition served by the antitrust laws and to communicate the Partner’s uncompromising policy to comply strictly in all respects with those laws.
(c) While recognizing the importance of the principle of competition served by the antitrust laws, the Partner also recognizes the severity of the potential penalties that might be imposed on not only the Partner but its members as well in the event that certain conduct is found to violate the antitrust laws. Should the Partner or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Partner plus attorney fees. In addition, damage claims awarded to private parties in a civil suit are tripled for antitrust violations. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.
Section 2. Statement of Principles. Accordingly, the Board has adopted the following Statement of Principles:
• The Partner or any committee, task force, or activity of the Partner shall not be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore, discussions and exchanges of information about such topics will not be permitted at the Partner meetings or other activities.
• There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.
• There will be no discussions about allocating or dividing geographic or service markets or customers.
• There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is false, misleading, deceptive, or directly competitive with association products or services.
• There will be no discussions about discouraging entry into or competition in any segment of the marketplace.
• There will be no discussions about whether the practices of any member, actual or potential competitor, or other person are unethical or anti-competitive, unless the discussions or complaints follow the prescribed due process provisions of the Partner’s Bylaws.
• Certain activities of the Partner and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) of a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions designed to cover-up anticompetitive conduct.
• Meetings will follow a written agenda. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.
• At informal discussions at the site of any the Partner’s meetings all participants are expected to observe the same standards of personal conduct as are required of the Partner in its compliance.
ARTICLE VII ETHICAL PRACTICES BY DIRECTORS
Section 1. Director Responsibilities. Each Director recognizes the special responsibilities that pertain to them by virtue of the public trust they hold. To fulfill that trust, every Director shall adhere to the following standards in exercising their responsibilities.
Section 2. Statement of Standards. The Director shall:
• Hold themselves free of interest, influence or relationship in respect to any activity which could impair judgment or objectivity or which, in the reasonable view of the observer, has that effect;
• Perform their official duties and arrange their private affairs in such a manner that public confidence and trust in the integrity, objectivity and impartiality of board members are conserved and enhanced;
• Disclose relationships or other personal or professional dealings that may conflict or appear to conflict with the interests, business or responsibilities of the Board, and take such additional action as may be necessary to avoid real, potential or apparent conflicts of interest.
• Act honestly and in good faith with a view to the best interest of the community;
• Ensure that the organization’s business and public affairs are conducted in an ethically responsible manner;
• Not step out of their official roles to assist private entities or persons in their dealings which would result in preferential treatment to any person or group;
• Not accept anything of monetary value from any outside source as compensation for their services as a Director;
• Place loyalty to the community above self-interest and above loyalty to special interest or particular constituent bodies;
• Not seek preferential treatment for themselves or third parties or go outside normal business channels;
• Exercise his/her special competence and knowledge to the most effective use of organizational resources and be prepared to work with others on the Board to this end while recognizing the strengths and limits of such special competence;
• Keep in confidence information obtained in the course of Board activities;
• Not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and responsibilities and that is not generally available to the public; and
• Disclose activities which might call into question their ability to discharge their Board duties and responsibilities objectively and refrain from considering or voting on any issue in which the Director, their immediate family or their affiliated business has a financial interest.
ARTICLE VIII LEGAL PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
Section 1. Indemnification. The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka Partnership, by reason of the fact that such person is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
Section 2. No Presumption. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 3. Expenses.
(a) To the extent that a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such Director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(b) Expenses incurred by a Director, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chair’s Council of the Greater Topeka Partnership deems appropriate.
forth in this Section. Such determination shall be made (1) by the Chair’s Council of the Greater Topeka Partnership by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 5. Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, agreement, vote of disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
Section 6. Insurance. The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under the provisions of these Bylaws.
Section 7. Continuing Effect. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX EXECUTION OF INSTRUMENTS, CORPORATE SEAL
All instruments executed on behalf of DTI, including Board resolutions which are produced separately from the minutes of Board meetings, shall be executed either by the Board Chair, the President or any other officer specifically authorized to execute such instruments as provided in these bylaws. Except in those instances in which the authority to execute documents expressly is delegated to another officer or agent of DTI, or a different mode of execution is prescribed expressly by the Board, or GTP, the Board Chair shall execute for DTI all contracts, deeds, mortgages, bonds, contracts to purchase or lease real estate, documents establishing bank accounts, notes to borrow funds and any other instruments authorized by the Board with any required attestation by the Secretary of DTI, or in the absence of the Secretary, any other authorized officer. If the Board Chair is absent or otherwise unavailable, the Board Vice-Chair may assume the authority to execute documents reserved for the Board Chair in these bylaws. The President shall have the authority to execute certain instruments and documents which are routine and perfunctory and reasonably necessary for the President to fulfill the duties and responsibilities of that office as more specifically described in the summary of the President’s duties and responsibilities in Section 1 of Article IV of these bylaws. The corporation shall not have a corporate seal.
Section 4. Authorization. Any indemnification under this Section, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such Director, officer, employee or agent has met the applicable standard of conduct set
ARTICLE X AMENDMENT TO BYLAWS
The Bylaws of the Partner may from time to time be repealed, amended or altered, or new Bylaws may be adopted, by the Directors, by unanimous written consent, or by two-thirds (2/3) votes of those present (assuming a quorum is present) at any annual, regular or special meeting of the Board.
ARTICLE XI MISCELLANEOUS
Section 1. Checks, Drafts and Deposits. All orders for the payment of money, or notes or other evidences of indebtedness issued in the name of DTI shall be signed in accordance with GTP Finance Policies. All funds of DTI, and all funds held in trust or otherwise administered for other entities by DTI, shall be administered by the GTP in accordance with GTP Finance Policies.
Section 2. Records. All current records of DTI, including, without limitation, incorporation documents, bylaws, rosters of the Board and all committee members, financial records, check registers, minutes of Board and committee meetings, shall be kept at the DTI’s principal place of business. Each Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of DTI.
Section 3. Ancillary Organizations. No organization, club or group shall be created within or in connection with DTI except with the approval of the Board, and any such authorized organizations and their activities shall be under the supervision and review of the Board.
Section 4. Foundation. The Board has established a foundation for the purpose of providing long-range financial support for the DTI’s primary purposes and other specific benefits to Topeka’s downtown. The foundation is known as Downtown Topeka Foundation, Inc. and is a Kansas corporation recognized by the Internal Revenue Service as a charitable, benevolent, educational and non-profit organization under section 501(c)(3). The Board will receive reports from the Downtown Topeka Foundation, Inc. not less frequently than quarterly on the financial condition and activities of the Downtown Topeka Foundation.
ARTICLE XII DISSOLUTION
In the event of the dissolution of DTI, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied or discharged, or the Board shall make adequate provisions therefore. Assets not held upon a condition requiring return, transfer or conveyance to any other organization or individual shall be distributed, transferred or conveyed, either directly or in trust, to one or more charitable and educational organization of a similar or like nature to DTI as determined by the Board and organized under Section 501(c) (6) of the Internal Revenue Code.
(Revised effective July 22, 2020 and May 16, 2024.)
MISSION
GO Topeka creates county-wide economic success for all companies and citizens through implementation of an aggresive economic development strategy that capitalizes on the unique strengths of the community.
VISION
Topeka & Shawnee County is known in Kansas and the greater region for being a leader at creating opportunities that result in economic success for all.
HOW JEDO FITS IN
The Joint Economic Development Organization (JEDO) was established by an interlocal agreement between Shawnee County and the City of Topeka in 2001. The JEDO Board is comprised of 13 members. Voting members include the three Shawnee County Commissioners, City of Topeka Mayor and Deputy Mayor and two Topeka City Council members. Non-voting members are the remaining six council members. JEDO is funded through the half-cent county wide retail sales tax approved by voters in 2014 and is to be used for economic development. GO Topeka contracts with JEDO to carry out economic development strategies for Topeka & Shawnee County.
Darin Stephens Stone & Story Real Estate Group, LLC
Sara Girard Central National Bank
Manny Herron Haus Property Partners
Dr. Robert Kenagy Stormont Vail Health
Kevin Rake HME, Inc.
Travis Morris Summit Materials
Troy Simoneau Kansas Gas Service-A Division of ONE Gas Inc.
(TERM EXPIRES DECEMBER 31, 2026)
Sam Al-Murrani LifeTech Sciences LLC
Daina Williams L&J Building Maintenance
Scott Campbell The University of Kansas Health System St. Francis
Kurt Kuta CoreFirst Bank & Trust
Shane Hillmer Southwest Publishing and Mailing Corp
Calla Haggard Community Bank
Joe Caldwell Bartlett & West
Michelle Whitehead Capitol Federal
(TERM EXPIRES DECEMBER 31, 2027)
Neal Spencer Ernest-Spencer Metals
Chris Faulk McElroy Electric
Marvin Spees Capital City Oil
Cassandra Taylor HTK Architects
Jacob Wamego Prairie Band, LLC
Jeff Martin Evergy
Sherry Hunsicker S Hunsicker Investments
Josh Gorrell Electronic Life
DIRECTORS APPOINTED AT-LARGE
(TERM EXPIRES DECEMBER 31, 2025)
Michael Odupitan Omni Circle Group
Dan Chavez Chavez Restoration & Cleaning
Ryan McMichael Walmart Fulfillment Center
Dr. Kevin Hahn Ardiah Group
Megan Bottenberg Cox Communications
Joe Hishmeh Fellowship Bible Church
Jim Klausman Midwest Health
Dawn McWilliams The Boys and Girls Club of Topeka
DIRECTORS BY VIRTUE OF POSITION HELD
Michael Padilla Mayor of Topeka
TBD Shawnee County Commissioner
Rich Eckert Shawnee County Counselor
TBD City Council Member
Curtis Sneden MTAA
Robert Perez Topeka City Manager
Marshall Meek Washburn University
Lt. Col. Chris Hill 190th Refueling Wing
BYLAWS OF GROWTH ORGANIZATION OF TOPEKA/SHAWNEE COUNTY, INC.
A KANSAS CORPORATION ORGANIZED UNDER ARTICLES OF INCORPORATION FILED
(referred to hereinafter as “the Corporation” or “the Partner” as the context may dictate) (Incorporating GTP Uniform Bylaws Provisions)
1. OFFICES
1.1 Registered Office and Resident Agent. The location of the registered office and the name of the resident agent in the State of Kansas shall be such as shall be determined from time to time by the Directors and be on file in the appropriate office of the State of Kansas pursuant to applicable provisions of the law. Other offices may be established from time to time by resolution of the Directors, but such office shall be located within Shawnee County, Kansas.
2. CORPORATE SEAL
2.1 Corporate Seal. If adopted by the Directors, the seal of the Corporation shall have inscribed thereon the name of the Corporation and the words “Corporate Seal- Kansas,” and shall be in such form as may be approved by the Directors, who shall have power to alter the same at pleasure.
3. MEMBERSHIP AND DIRECTORSHIP
3.1 Members and Directors. The Directors of the Corporation shall constitute its membership. Any individual United States Citizen of legal age who resides or owns property or has significant business, professional or occupational interest, in Shawnee County, Kansas, may be a Director of the Corporation. Directorship in the Corporation shall be available without regard to race, religion, color, creed, or national origin.
3.2 Number and Types of Directors. The Board may be comprised of Elected Directors, Appointed At-Large Directors and Directors by Virtue of Position held. The minimum number of Directors shall be twenty (20) and the maximum number shall be forty-one (41). The Directors by Virtue of Office Held shall include the following:
a. The Mayor of the City of Topeka
b. The Chairman of the Shawnee County Commissioners or his/her County Commission designee;
c. One Topeka City Council Member to be appointed by the Mayor to a one-year term on the Board of Directors;
d. The President of the Metropolitan Topeka Airport Authority or their designee;
e. The City Manager of the City of Topeka;
f. The Shawnee County Counselor
g. A representative of Washburn University; and
h. A representative of the Kansas Air National Guard 190th Refueling Wing (it being understood that the 190th ARW is only represented on the Board in an ex officio observer capacity).
The Appointed At-Large Directors shall consist of not more than eight (8) individuals appointed by the Nominating Committee, subject to ratification by the Board of Directors, to serve one-year terms.
The Elected Directors shall consist of twenty-four (24) individuals appointed by the Nominating Committee, subject to ratification by the Board of Directors, to serve three-year terms.
3.3 Terms. The length of the term of Elected Directors shall be three years unless an individual is appointed to fulfill an unexpired term. Terms of Elected Directors shall be divided as equally as possible into three classes to ensure that in any given year approximately one-third of the Elected Director positions is subject to expiration. Directors shall hold office for the length of their term or until their successors shall have been elected and shall qualify; however, no provision of this section shall restrict the Board’s right to remove a Director as hereinafter provided. Elected Directors shall not serve for more than two (2) consecutive three-year terms. The length of term of Appointed At-Large Directors and Directors by Virtue of Position Held (or as they are sometimes called “Representative Directors”) shall be one year.
3.4 Election or Appointment of Directors. The Nominating Committee shall select and secure acceptance from candidates for Elected and Appointed At-Large Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Board for initial consideration at a regularly-scheduled meeting occurring before July. At the meeting when the slate is presented, directors present may make nominations from the floor for candidates for Elected Director positions. The Board shall vote upon the slate of candidates at a regularly- scheduled meeting occurring before October. The newly elected Directors shall be installed at the last board meeting of the year in which they were elected and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
3.5 Vacancies. Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee. A vacancy shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the Authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Chair accepts the resignation of a Director tendered to take effect at a future time, the Chair may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.
3.6 Removal of a Director. The Directors may, at any time, by a majority vote of those entitled to vote, remove any Director with cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by the ethical practices criteria adopted by the Board.
3.7 Place of Meetings. The meetings of the Board shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting.
3.8 Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of the Board and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, , by mail or by electronic mail to each Director of record entitled to vote at such meeting, except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the books of the Greater Topeka Partnership or such other address given by the Director for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Directors present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
3.9 Director’s List. A complete list of the Directors entitled to vote at every meeting of the Board, with the address of each, shall be prepared by the Secretary or a designee, and shall be open, at the place where the meeting is to held, for at least ten (10) days prior thereto and during the usual hours for business for the examination of any Director, and shall be produced and kept at the time and place the meeting is to be held during the whole time thereof for the inspection of any Director present. The original or duplicate Directors’ list shall be the only evidence as to who are Directors entitled to examine such list, or the books of the Partner, or to vote in person, or by proxy, at such meeting. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting. The original or duplicate Directorship list containing the names and addresses of the Directors, shall, at all times, during the usual hours of business, be open for examination of every Director at the Greater Topeka Partnership’s registered office.
3.10 Adjourned Meetings and
Notice Thereof. Any
meeting of the Board, regular or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors, whether present in person or represented by proxy. When any meeting of the Board, either regular or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.
successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Directors, it shall, except as otherwise required herein, by law or by the Articles of Incorporation, be authorized by a majority of the votes cast by Directors entitled to vote thereon at a valid meeting at which a quorum was present.
3.13. Super Majority. In the vast majority of cases, the Board takes official action through the adoption of motions for which a majority of the directors present and voting have voted in the affirmative. The Board may choose to suspend this general rule and apply a higher Super Majority standard to actions which are of extraordinary importance. At any time after such underlying motion has been made and duly-seconded, but before it is put to a vote, any Board member present may move to suspend the rules and require a Super Majority. If such motion to suspend the rules is duly-seconded and affirmed by at least 67% of the Board members present, the underlying motion shall not be considered adopted unless at least 67% of the Board members present and voting shall have voted in the affirmative.
3.14. Special Meetings. Special meetings of the Board may be called at any time by the Chair or by any three Directors so requesting the meeting, and may be held within or without the State of Kansas at such time and place as the Directors may determine, or as the notice or waiver thereof may specify. Notice of such meetings shall be delivered to the last known address (or electronic mail address as the case may be) of each Director at least three (3) days prior to the date fixed for the meeting. Special meetings of the Board may be held at any time that all Directors are present in person. Unless specifically required by law, the Articles of Incorporation, or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
3.15 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or of any law, a waiver thereof, if permitted by law, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.14 Attendance by Teleconference or Video Conference. Unless otherwise restricted by law, Directors may, if made available, participate in meetings of the Board or any committee by means of video conference or teleconference or similar communications technology whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
3.11 Quorum. A quorum of all meetings of the Board shall consist of a majority of the whole Board unless a greater number as to any particular matter is required by statute, by the Articles of Incorporation or by these Bylaws. Less than a quorum may adjourn the meeting
3.15 Action Without A Meeting. Nothing in these Bylaws shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Board, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. In this context, the terms “writing” and “signed” include electronic mail messages and replies thereto.
4.
4.1 Election. By December of each year, the Directors shall elect the following officers: Chair-Elect, Treasurer and, if desired, one or more Vice-Chairs. The officers elected, and the currently serving Chair-elect, shall assume their new roles effective January 1 of the immediately following year. The immediate past Chair shall also be an officer. Any number of offices may be held by the same person. Only individuals serving as Directors may serve as officers.
4.2 Duties and Powers. All officers shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Directors, including the authority to execute instruments in the name of and on behalf of the Partner.
4.3 Compensation. The officers shall serve without compensation for their services and status as Officers, but the Partner may reimburse reasonable expenses incurred on its behalf.
4.4 Delegation of Duties. In the event of absence or inability of any officer to act, the Directors may delegate the power or duties of such officer to any other officer or Director whom they may select.
4.5 Bond. The Directors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond in such amount and with such sureties as may be determined by the Directors.
4.6 Term and Removal. The term of each office shall be one (1) year. The Chair of the Partner shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Directors, whichever occurs first. Any officer or agent may be removed by the Directors at a meeting called for that purpose whenever in their judgment the best interests of the Greater Topeka Partnership or any of its Partners will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
5. COMMITTEES
5.1 Authority to Appoint. The Chair or the Directors may designate, one or more committees, each committee to consist of Directors, officers and/or other interested parties and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable.
5.2 Standing Committees. The following shall be standing committees of the Board:
(a) Executive Committee. An executive committee consisting of the Chair,Chair-elect, Immediate Past Chair, and Treasurer and at least one non-Officer Director, appointed by the Chair, shall hereby have the authority to manage the business and affairs of the Partner between regularly scheduled meetings of the Board. Decisions of the Executive Committee shall be reviewed and, barring objection,
ratified by the Board at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to five (5) Elected Directors who are not standing for re-election shall be appointed by the Chair subject to ratification by the Executive Committee.
5.3 Compensation. Directors shall serve without compensation for their services and status as Directors, but in the event of an extraordinary expense incurred by any Director, the Board, at its discretion, may request the Greater Topeka Partnership to reimburse such expense.
6. GENERAL
6.1 Finance. Expenditure of all investments, fees, and income from any other source shall be allocated to meet the needs of the Corporation under a budget prepared by GTP staff and adopted for recommendation to the GTP Chair’s Council by the Board of Directors. The budget shall be adopted as soon as practicable prior to the start of each fiscal year, but in no event later than the last meeting of the Board of Directors regularly-scheduled during the immediately preceding fiscal year. Nothing herein shall be construed as altering the Corporation’s obligation to seek approval of its budget of public funds received from the Joint Economic Development Organization.
6.2 Fiscal Year. The Corporation’s fiscal year shall be a calendar year, ending on December 31, unless otherwise determined by resolution of the Directors. If the Corporation’s fiscal year is changed, the officers shall promptly notify the Secretary of State and all other authorities necessary to affect the changes.
6.9 Dissolution Distributions. Upon dissolution of the Corporation, after satisfaction of all obligations and debts of the Corporation, and to the extent not precluded by state or federal law or restricted by contract, the remaining assets of the Corporation shall be distributed in accordance with the directive of the Greater Topeka Partnership Chair’s Council.
8. STAFF LEADERSHIP The operations of the corporation Partner may be carried-out by staff, including a President of the corporation, who are employees of the GTP. Such services will be rendered pursuant to an agreement between the GTP and the corporation and shall be subject to the sole and exclusive management of the CEO of the GTP. Prior to making any changes in the person or status of any such President, the CEO of the GTP will first seek to consult with the Executive Committee.
9. ANTITRUST AVOIDANCE The Partner is a not-for-profit organization. The Partner is not organized and may not play any role in the competitive decisions of its members, nor in any way restrict competition among members or potential members. Rather it serves as a forum for a free and open discussion of diverse opinions without in any way attempting to encourage or sanction any particular business practice.
The Partner provides a forum for exchange of ideas in a variety of settings including its annual meeting, educational programs, committee
and task force meetings, and board meetings. The board of directors recognizes the possibility that the Partner and its activities could be viewed by some as an opportunity for anticompetitive conduct. Therefore, this statement supports the policy of competition served by the antitrust laws and to communicate the Partner’s uncompromising policy to comply strictly in all respects with those laws.
While recognizing the importance of the principle of competition served by the antitrust laws, the Partner also recognizes the severity of the potential penalties that might be imposed on not only the Partner but its members as well in the event that certain conduct is found to violate the antitrust laws. Should the Partner or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Partner plus attorney fees. In addition, damage claims awarded to private parties in a civil suit are tripled for antitrust violations. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.
Accordingly, the Board has adopted the following Statement of Principles:
• The Partner or any committee, task force, or activity of the Partner shall not be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore, discussions and exchanges of information about such topics will not be permitted at the Partner meetings or other activities.
• There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.
• There will be no discussions about allocating or dividing geographic or service markets or customers.
• There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is false, misleading, deceptive, or directly competitive with association products or services.
• There will be no discussions about discouraging entry into or competition in any segment of the marketplace.
• There will be no discussions about whether the practices of any member, actual or potential competitor, or other person are unethical or anti-competitive, unless the discussions or complaints follow the prescribed due process provisions of the Partner’s Bylaws.
• Certain activities of the Partner and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) of a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions designed to cover-up anticompetitive conduct.
• Meetings will follow a written agenda. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.
• At informal discussions at the site of any the Partner’s meetings all participants are expected to observe the same standards of personal conduct as are required of the Partner in its compliance.
10. ETHICAL PRACTICES BY DIRECTORS Each Director recognizes the special responsibilities that pertain to them by virtue of the public trust they hold. To fulfill that trust, every Director shall adhere to the following standards in exercising their responsibilities. The Director shall:
• Hold themselves free of interest, influence or relationship in respect to any activity which could impair judgment or objectivity or which, in the reasonable view of the observer, has that effect;
• Perform their official duties and arrange their private affairs in such a manner that public confidence and trust in the integrity, objectivity and impartiality of board members are conserved and enhanced;
• Disclose relationships or other personal or professional dealings that may conflict or appear to conflict with the interests, business or responsibilities of the Board, and take such additional action as may be necessary to avoid real, potential or apparent conflicts of interest.
• Act honestly and in good faith with a view to the best interest of the community;
• Ensure that the organization’s business and public affairs are conducted in an ethicallyresponsible manner;
• Not step out of their official roles to assist private entities or persons in their dealings which would result in preferential treatment to any person or group;
• Not accept anything of monetary value from any outside source as compensation for their services as a Director;
• Place loyalty to the community above self-interest and above loyalty to special interest or particular constituent bodies;
• Not seek preferential treatment for themselves or third parties or go outside normal business channels;
• Exercise his/her special competence and knowledge to the most effective use of organizational resources and be prepared to work with others on the Board to this end while recognizing the strengths and limits of such special competence;
• Keep in confidence information obtained in the course of Board activities;
• Not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and responsibilities and that is not generally available to the public; and
• Disclose activities which might call into question their ability to discharge their Board duties and responsibilities objectively and refrain from considering or voting on any issue in which the Director, their immediate family or their affiliated business has a financial interest.
11. LEGAL PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
11.1 Indemnification. The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka
Partnership, by reason of the fact that such person is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
11.2 No Presumption. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
11.3 Expenses.
(a) To the extent that a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such Director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(b) Expenses incurred by a Director, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chair’s Council of the Greater Topeka Partnership deems appropriate.
11.4 Authorization. Any indemnification under this Section, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such Director, officer, employee or agent has met the applicable standard of conduct set forth in this Section. Such determination shall be made (1) by the Chair’s Council of the Greater Topeka Partnership by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
any law, agreement, vote of disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
11.6 Insurance. The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under the provisions of these Bylaws.
11.7 Continuing Effect. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
12. AMENDMENT The Bylaws of the Corporation may from time to time be repealed, amended or altered, or new Bylaws may be adopted, by the Directors, by unanimous written consent, or by twothirds (2/3) votes of those present (assuming a quorum is present) at any annual, regular or special meeting thereof.
13. GREATER TOPEKA PARTNERSHIP The Corporation is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. As such, the Corporation will collocate its offices with those of the other GTP partners, will coordinate its activities with those of the other GTP partners, will avail itself of the unified management structure and shared services which the GTP provides and will participate in the GTP’s consolidated budgeting, finance and administrative processes. The Corporation’s partnership in the GTP does not alter its mission or diminish its obligations pursuant to contract with the Joint Economic Development Organization.
14. UNIFORM BYLAW PROVISIONS The Uniform Bylaw Provisions of the Greater Topeka Partnership were duly adopted by the GO Topeka Board of Directors at its regularly-scheduled meeting August 4, 2020 and are, by that virtue, incorporated fully hereinto. In these bylaws, the GO Topeka is sometimes referred to as the “Partner.”
The foregoing Bylaws were amended on August 1, 2023 and April 2, 2024.
11.5 Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under
ADVISORY COUNCIL
PURPOSE
The primary purpose of the RAC is to provide input and support to the Topeka/Shawnee County Riverfront Authority (the “Riverfront Authority”). It fulfills this purpose by: 1) encouraging capital investment and fostering the creation of recreational, retail, entertainment, economic development and housing along the riverfront; 2) promoting the improvement and maintenance of riverfront infrastructure; 3) serving as a liaison between diverse groups with interest in the riverfront and 4) promoting events and activities to achieve these goals.
2025 EXECUTIVE COMMITTEE
Chair
Greg Schwerdt Schwerdt Design Group
Chair-Elect
Kevin Holland CFS Engineers
Katy Nelson Topeka Area Building Assoc.
Brent Boles Schendel Lawn and Landscape
Mike Schirmer Bettis Companies
2025 RIVERFRONT ADVISORY BOARD
ELECTED DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Greg Schwerdt Schwerdt Design Group
Brent Boles Schendel Lawn Landscape
Cody Foster Advisors Excel
Dawn Buehler Kansas Riverkeeper/Friends of the Kaw
Katy Nelson Topeka Area Building Association
Craig Heideman Kaw Valley Bank
Missy Hiestand Corefirst Bank & Trust
(TERM EXPIRES DECEMBER 31, 2026)
Jennifer Woerner Dirty Girl Adventures
Amanda Chavez Thomson Chavez Restoration
Kevin Holland Cook, Flatt & Strobel Engineers
Sarah Morse Federal Home Loan Bank of Topeka
Mike Schirmer Bettis Companies
Marlou Wegener Blue Cross Blue Shield of Kansas
Billie Hall Sunflower Foundation
(TERM EXPIRES DECEMBER 31, 2027)
Eric Purcell Clayton Wealth Partners
Jason Schwartz Evergy
Matt Charvat KBS Constructors, Inc
Jennifer Sourk Midwest Health
Jennifer Kirmse CNB/VisionBank
Michelle Simon Prairie Band Potawatomi Nation
TBD
DIRECTORS BY VIRTUE OF POSITION HELD
(TERM EXPIRES DECEMBER 31, 2025)
TBD City Council Member
TBD Shawnee Co. Commissioner
Tim Laurent Shawnee Co Parks and Rec
Rhiannon Friedman City of Topeka Planning Dept
TBD DTI Board Member
Pedro Concepcion NOTO Representative
David Tolland Kansas Lt. Governor
Chris Kennedy Kansas Secretary of Wildlife & Parks
Calvin Reed Kansas Secretary of Transportation
ARTICLE I INTRODUCTORY
1. Name The name of this council shall be “Topeka and Shawnee County Riverfront Advisory Council” (hereinafter referred to as the “RAC”). The RAC is a council of the Greater Topeka Partnership, Inc. (GTP) and will work within the procedures and guidelines established by the GTP. The Greater Topeka Partnership, Inc. is a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. The RAC will coordinate its activities with those of the GTP partners and other committees, will avail itself of the unified management structure and shared services which the GTP provides and will participate in the GTP’s consolidated budgeting, finance and administrative processes.
2. Purpose of the Council and Relationship with the Riverfront Authority
2.1 Purpose. The primary purpose of the RAC is to provide input and support to the Topeka/Shawnee County Riverfront Authority (the “Riverfront Authority”). It fulfills this purpose by: 1) encouraging capital investment and fostering the creation of recreational, retail, entertainment, economic development and housing along the riverfront; 2) promoting the improvement and maintenance of riverfront infrastructure; 3) serving as a liaison between diverse groups with interest in the riverfront and 4) promoting events and activities to achieve these goals.
2.2 Relationship with the Riverfront Authority. In its role as supporter of and collaborative partner with the Topeka/ Shawnee County Riverfront Authority, the RAC maintains clear lines of communication with the Riverfront Authority including providing regular reports to the Riverfront Authority and incorporating information received from the Riverfront Authority into its regular agenda.
ARTICLE II COUNCIL STRUCTURE
1. COMPOSITION
1.1 Number and Terms. The RAC shall consist of no more than 21 members. The initial Members shall be appointed to terms of one, two and three years and their successors shall serve three-year terms, unless an individual is appointed to fulfill an unexpired term. Terms of Members shall be divided as equally as possible into three classes for purposes of staggering the Council. (See Exhibit A - Model Board Composition.) Each Member shall hold office for the length of their term or until their successors have been appointed; however, no provision of this section shall be restrictive upon the right to remove Members as hereinafter provided. Members shall not serve for more than two (2) consecutive three-year terms.
1.2 Appointment of Members. A Nominating Committee consisting of the current Chair, the Chair-elect, the Immediate Past Chair and two Members of the RAC appointed by the Chair whose terms on the RAC are not set to expire in the following calendar year, shall be appointed at the beginning of each calendar year for the purpose of selecting and securing acceptance from candidates for Member positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the RAC for initial consideration by September 1. Members present may make nominations from the floor for candidates for Member positions. The Members shall vote upon the slate of candidates on or before the committee’s regularly-scheduled October meeting and the newly elected Members shall assume all the powers previously vested in their predecessors effective on January 1.
1.2.1 Members by Virtue of Position Held. Positions on the RAC are reserved for individuals serving by virtue of the position they hold with the following entities or constituencies: (a) a member of the City of Topeka Governing Body; (b) a Shawnee County Commissioner; (c) a representative of the Shawnee County Department of Parks and Recreation; (d) a representative of the City of Topeka Planning Department; (e) an elected director on the Downtown Topeka Inc. Board of Directors; (f) a representative of the NOTO Arts District; (g) the Kansas Lt. Governor; (h) the Kansas Secretary of Parks & Wildlife; and (i) the Kansas Secretary of Transportation.
1.2.2 Riverfront Authority. Up to two positions “By Virtue of Position Held” on the RAC may be reserved for current board members of the Riverfront Authority. While other Members are not authorized to appoint proxies to attend RAC meetings and vote in their absence, a Member who is also a board member of the Riverfront Authority may temporarily appoint any other board member of the Riverfront Authority to attend an RAC meeting and vote in their absence; provided that, in no case, shall more than two current boards members of the Riverfront Authority ever attend any particular RAC meeting.
1.2.3 GTP. The President and CEO of the GTP shall be a nonvoting member of the RAC and, if one is appointed, the Executive Committee, By Virtue of Position Held.
1.3 Vacancies. Vacancies on the RAC may be filled by appointment of the Chair. A vacancy on the RAC shall be deemed to exist in case of the death, resignation or removal of any Member, or if the authorized number of Members is increased, or if any Member elected shall refuse to serve. If the RAC accepts the resignation of a Member tendered to take effect at a future time, the Chair shall have authority to appoint a successor to take office when the resignation is to become effective.
The Members may, at any time, by a majority vote of those entitled to vote, remove any Member with or without cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by the ethical practices criteria adopted by the council.
1.4 Place and Manner of Meeting. The meetings of the RAC shall be held at the principal offices of the GTP in Topeka, Kansas, unless a different place is specified in the notice or waiver of notice of the meeting. Staff of the GTP shall provide standard support for the RAC meetings, including prior distribution of agendas and recording of minutes.
1.5 Notice of Meeting. Written or printed notice stating the place, day and hour of the RAC meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than six (6) days nor more than thirty (30) days before the date of the meeting, personally, by facsimile, or by mail, by electronic transmission in the form consented to by the Members by or at the direction of the Chair(s), to each Member entitled to vote at such meeting, except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his/her address as it appears in the records of the RAC or such other address given by the Member to the RAC for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Members present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
1.6 Quorum. A quorum of all meetings of the RAC shall consist of a majority of the whole council unless a greater number as to any particular matter is required by statute or by these Guidelines.
Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Members, it shall, except as otherwise required herein or by law, be authorized by a majority of the votes cast at a valid meeting of Members entitled to vote thereon.
1.7 Special Meetings. Special meetings of the Members may be called at any time by the Chair, and may be held within or without the State of Kansas at such time and place as the Members may determine, or as the notice or waiver thereof may specify. Notice of such meetings may be mailed or faxed to the last known address of each Member at least three (3) days prior to the date fixed for the meeting. Special meeting of the council may be held at any time that all Members are present in person. Unless specifically required by law or these Guidelines, neither the business to be transacted at nor the purpose of any special meeting of Members need be specified in the notice or waiver of notice of such meeting.
1.8 Action without a Meeting. Nothing in these Guidelines shall be construed as preventing any action required or permitted to be taken at a regular or special meeting of the Council to be taken without a meeting if a consent in writing setting forth the action so taken shall be either signed, or confirmed via electronic mail or similar means, by a majority of the Members entitled to vote with respect to the subject matter thereof.
1.9 Compensation. The Members of the RAC shall serve without compensation for their services and status, but the RAC may reimburse reasonable expenses incurred on its behalf. This provision shall not preclude the President and CEO of the GTP or other GTP staff from receiving their regularly-scheduled compensation as employees of the GTP.
2. Council Leadership.
2.1 Officers. The Officers of the RAC shall consist of a Chair, Chair-elect and Immediate Past Chair. The Chair shall preside over RAC meetings and exercise and perform such powers, duties and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the
RAC. The Nominating Committee shall recommend candidates for the position of Chair-elect for approval by the GTP Chair’s Council no later than September 1. The Chair-elect shall preside in the Chair’s absence and perform such powers, duties and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the RAC.
2.1.1. Term and Removal of Chair. The Chair shall serve for two year terms; provided, however, that if a Chair is serving in a representative capacity by virtue of a position held, their term shall not exceed the term of that position; and provided further that no Chair shall serve more than four (4) consecutive years; and provided further that each Chair shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the GTP Chair’s Council, whichever occurs first. At a meeting called for that purpose, the Members of the RAC may vote to recommend removal of a Chair whenever in their judgment the best interests of the RAC will be served thereby and such recommendation will be promptly considered and either approved or rejected by the GTP Chair’s Council.
2.2 Executive Committee. The Chair may appoint an Executive Committee consisting of the Officers and not more than eight Members of the Council.
2.2.1 Committees. The Executive Committee shall have the authority to appoint and designate the duration of such committees and task forces as it deems necessary or desirable from time to time to facilitate the purpose of the RAC.
ARTICLE III AMENDMENTS
These Guidelines may only be amended by a two-thirds (2/3) majority vote of the entire RAC at a regularly scheduled meeting. Approved amendments shall become effective immediately or as otherwise provided by the amendment.
These operating guidelines were amended on October 8, 2024.
EXHIBIT A – MODEL BOARD COMPOSITION
Group # 1 Initial
(Directors 1 – 7) Term Term Expires Expires
Group # 2
2nd (Directors 8 – 14) Term Term Expires Expires
Group # 3
(Directors 15 – 21)
MISSION
Showcasing the vibrancy of Topeka by promoting community pride and increasing the economic impact of travel and tourism through destination marketing and development.
VISION
Recognized nationally as the destination of choice for inclusive and authentic experiences by connecting visitors and residents to the history, vibrancy, and spirit of Topeka.
2025 VISIT TOPEKA EXECUTIVE COMMITTEE
Chair
Carlos Cortez
Cortez Transportation
Chair-Elect
Brandy Owen
Johnson Association Services
Immediate Past Chair
Rob Bergquist
The Cyrus Hotel
Treasurer
Jennifer Owen Hotel Topeka
Non-Officer Director
Khush Patel
Super 8 Hotel
Sean Dixon
President, Visit Topeka
2025 VISIT TOPEKA BOARD OF DIRECTORS
ELECTED DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Vicki Brokke Topeka Civic Theater
Nancy Burkhardt Communications Professional
Brandy Johnson Johnson Association Services
Rob Bergquist Cyrus Hotel
Khush Patel Super 8 Hotel
Dené Mosier Kansas Children’s Discovery Center
(TERM EXPIRES DECEMBER 31, 2026)
Val VanDerSluis KTWU
TBD Sports Industry
Carlos Cortez Cortez Transportation
Debbie Schwartz Kaw Valley Bank
Kevin Drewelow Combat Air Museum
(TERM EXPIRES DECEMBER 31, 2027)
Jennifer Owen Hotel Topeka at City Center
Marne Craver Mars Wrigley Confectionery
Marie Pyko Topeka and Shawnee County Public Library
Danielle Martin Advisors Excel
John Tuckwin Prairie Band Casino & Resort
Linda Shove Morgan Parrish Hotel Corporation
DIRECTORS BY VIRTUE OF POSITION HELD
Michael Padilla Mayor of Topeka
Tim Laurent Parks For All Foundation
Kellen Seitz Stormont Vail Events Center
TBD Topeka Lodging Association
Christina Castellano Topeka Zoo
TBD Shawnee County Commission
TBD Shawnee County Legislator
Cynthia Holthaus Washburn University
VISIT TOPEKA, INC. BYLAWS
SECTION 1. Name: The name of the corporation is Visit Topeka, Inc.
SECTION 2. Purpose: The purpose of Visit Topeka, Inc. is to promote and expand the visitor industry for the economic benefit of Topeka.
SECTION 3. Offices: Visit Topeka, Inc. may have such offices in Topeka, Kansas, as the Board of Directors may, from time to time, designate. Until changed by resolution of the Board of Directors, the principal office for the transaction of business of Visit Topeka, Inc. shall be located at 618 S Kansas Avenue.
SECTION 4. Area: Visit Topeka, Inc. shall serve the needs of the city of Topeka, Kansas.
SECTION 6. Inspection of Bylaws: Visit Topeka, Inc. shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, which shall be open to inspection by the public at all reasonable times during ordinary business hours.
SECTION 7. Members: The organization shall have no members.
SECTION 7A. Greater Topeka Partnership: Visit Topeka, Inc. is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. As such, Visit Topeka, Inc. will collocate its offices with those of the other GTP partners, will coordinate its activities with those of the other GTP partners, will avail itself of the unified management structure and shared services which the GTP provides and will participate in the GTP’s consolidated budgeting, finance and administrative processes. In no event will Visit Topeka, Inc.’s partnership in the GTP alter its mission or diminish its obligations as described in Section 44 of these bylaws with respect to the accounting or disposition of monies received pursuant to contract with the City of Topeka.
SECTION 7B. Uniform Bylaw Provisions: The Uniform Bylaw Provisions of the Greater Topeka Partnership were duly adopted by the Visit Topeka Board of Directors at its regularly-scheduled meeting on July 28, 2020 and are, by that virtue, incorporated fully hereinto. In these bylaws, Visit Topeka is sometimes referred to as the “Partner.”
BOARD OF DIRECTORS
SECTION 8. Qualifications: Each member of the Board of Directors of Visit Topeka, Inc. shall be selected from a slate of candidates for each position submitted by the Nominating Committee. In addition, there shall be the following ex-officio members: a representative from the Topeka Lodging Association who is a hotel owner or general manager; General Manager of the Kansas Expocentre, or designee; President of Washburn University or designee; Director of Shawnee County Parks & Recreation, or designee; Mayor of City of Topeka, or designee; and, additionally, a Topeka state legislator recommended by the VTI Nominating Committee. No current employee
of the GTP may serve as a Director on the Visit Topeka, Inc. Board of Directors.
SECTION 9. Voting: Each director, including ex-officio members shall be entitled to one vote on each matter submitted to a vote of the directors.
SECTION 10. General Powers: The property and business of the corporation shall be managed under the direction of the Board of Directors of the corporation in conjunction with the GTP.
SECTION 11. Number and Term of Office: The number of members of the Board of Directors, including ex-officio members shall be twenty five (25). The Board of Directors shall be comprised of the following structure:
Director of Shawnee County Parks & Recreation or designee
Ongoing
General Manager of Kansas Expocentre or Designee
Ongoing
A representative from the Topeka Lodging Association who is a hotel owner or general manager
Ongoing
A representative from the Topeka Zoo and Conservation Center Ongoing
A representative from the Shawnee County Commission, as designated by the thenchair of the Commission
1 Year
The positions of the ex-officio members of the Board of Directors shall be ongoing with the exception of the position of the Topeka Legislator and Mayor of city of Topeka, or designee. The position of the Topeka Legislator and Mayor of city of Topeka, or designee shall be one (1) one-year term, eligible for re-appointment. No other director may serve for more than two (2) consecutive three-year terms. Such other director may again be eligible for appointment to the Board after at least a one-year break in service (i.e. having not served on the Board in any Category during that break).
Any director may resign at any time upon written notice to the corporation.
SECTION 12. Appointment of Directors: The initial Board of Directors under these Bylaws shall be those individuals designated by the prior Board of Directors, except for the ex-officio members who are appointed pursuant to Section 8 of these Bylaws.
SECTION 13. Qualification of Directors Other Than ExOfficio Members: To qualify for appointment, the proposed director must represent or be employed in the specific position or industry set forth in Section 11. Should a director no longer qualify for the category appointed, the director shall be advised by the Executive Committee that his/her term of office will automatically expire sixty (60) days from the date of notification.
SECTION 14. Election of Directors: The Nominating Committee shall select and secure acceptance from candidates for Elected and Appointed Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Board for initial consideration at a regularly-scheduled meeting occurring before July. At the meeting when the slate is presented, directors present may make nominations from the floor for candidates for Elected Director positions. The Board shall vote upon the slate of candidates at a regularly-scheduled meeting occurring before October. The newly elected Directors shall be installed at the last board meeting of the year in which they were elected and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
SECTION 15. Vacancies: Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee. A vacancy shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Chair accepts the resignation of a Director tendered to take effect at a future time, the Chair may elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term of office.
SECTION 16. Removal of a Director: The Directors may, at any time, by a majority vote of those entitled to vote, remove any Director with cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by the ethical practices criteria adopted by the Board.
SECTION 17. General Provisions Regarding Board Meetings:
SECTION 17A. Place of Meetings: The meetings of the Board shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting.
SECTION 17B. Notice of Meeting: Written or printed notice stating the place, day, and hour of any meeting of the Board, and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally, by mail, or by electronic mail to each Director of record entitled to vote at such meeting, excluding the method “by facsimile” from the methods of delivering notice., except that if the statutes of the State of Kansas shall require a longer period of notice for the purpose for which the meeting is called, then such period of notice as specified by the Kansas law shall be given. If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director at his/her address as it appears on the books of the Greater Topeka Partnership or such other address given by the Director for the purpose of notice, with postage thereon prepaid. Failure to deliver such notice or obtain a waiver thereof shall not cause the meeting to be lost, but it shall be adjourned by the Directors present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be remedied.
SECTION 17C. Director’s List: A complete list of the Directors entitled to vote at every meeting of the Board, with the address of each, shall be prepared by the Secretary or a designee, and shall be open, at the place where the meeting is to held, for at least ten (10) days prior thereto and during the usual hours for business for the examination of any Director, and shall be produced and kept at the time and place the meeting is to be held during the whole time thereof for the inspection of any Director present. The original or duplicate Directors’ list shall be the only evidence as to who are Directors entitled to examine such list, or the books of the Partner, or to vote in person, or by proxy, at such meeting. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting. The original or duplicate Directorship list containing the names and addresses of the Directors, shall, at all times, during the usual hours of business, be open for examination of every Director at the Greater Topeka Partnership’s registered office.
SECTION 17D. Adjourned
Meetings and Notice Thereof:
Any meeting of the Board may be adjourned from time to time by the vote of a majority of the Directors, excluding the terms “annual or special” to apply the adjournment rules to all meetings universally., whether present in person or represented by proxy. When any meeting of the Board, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.
SECTION 17E. Quorum: A quorum of all meetings of the Board shall consist of a majority of the whole Board unless a greater number as to any particular matter is required by statute, by the Articles of Incorporation or by these Bylaws. Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be
taken by vote of the Directors, it shall, except as otherwise required herein, by law or by the Articles of Incorporation, be authorized by a majority of the votes cast by Directors entitled to vote thereon at a valid meeting at which a quorum was present.
SECTION 17F. Super Majority: In the vast majority of cases, the Board takes official action through the adoption of motions for which a majority of the directors present and voting have voted in the affirmative. The Board may choose to suspend this general rule and apply a higher Super Majority standard to actions which are of extraordinary importance. At any time after such underlying motion has been made and duly-seconded, but before it is put to a vote, any Board member present may move to suspend the rules and require a Super Majority. If such motion to suspend the rules is duly-seconded and affirmed by at least 67% of the Board members present, the underlying motion shall not be considered adopted unless at least 67% of the Board members present and voting shall have voted in the affirmative.
SECTION 17G. Special Meetings: Special meetings of the Board may be called at any time by the Chair or by any three Directors so requesting the meeting, and may be held within or without the State of Kansas at such time and place as the Directors may determine, or as the notice or waiver thereof may specify. Notice of such meetings shall be delivered to the last known address (or electronic mail address as the case may be) of each Director at least three (3) days prior to the date fixed for the meeting. Special meetings of the Board may be held at any time that all Directors are present in person. Unless specifically required by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
SECTION17H. Waiver of Notice: Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or of any law, a waiver thereof, if permitted by law, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 17I. Attendance by Teleconference or Video Conference: Unless otherwise restricted by law, Directors may participate in meetings by means of video conference or similar communications technology if the technology is available whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
SECTION 17J. Action Without A Meeting: Nothing in these Bylaws shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Board, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. In this context, the terms “writing” and “signed” include electronic mail messages and replies thereto.
SECTION 18. Conflict of Interest: Every Visit Topeka, Inc. employee and every member of the Board of Directors are expected to avoid placing himself/herself in a position where his/her personal interests are or may be in conflict with his/her duty to Visit Topeka, Inc. He/She shall exercise the utmost good faith in all transactions touching upon his/her duties to Visit Topeka, Inc., or its property. In his/her dealings with and on behalf of Visit Topeka, Inc., he/she is to be held to a strict rule of honesty and fair dealings between himself/ herself and Visit Topeka, Inc. He/She shall not use his/her possession
of knowledge gained there from so that a conflict might arise between Visit Topeka, Inc.’s interest and that of the individual. For purposes of this section, employee means full-time employees of Visit Topeka, Inc. Occasionally, conflicts may arise which must be resolved by the management, employee, or Board of Directors.
(1) Conflicts Requiring Termination of Appointment: Members of the Board of Directors shall not be qualified for appointment nor continuing service if:
(a) His/Her services permit the individual to obtain improper advantage in the purchase or sale of property or property rights or interest.
(b) Visit Topeka, Inc. director renders managerial or consultative services to any outside concern which is a significant competitor of Visit Topeka, Inc.
Should any of the foregoing situations develop after a director assumes office, such director may have his or her appointment terminated by majority vote of those members of the Board present at a meeting of the Board of Directors.
(2) Activities Requiring Abstention From Participation in Director Decisions:
(a) Any duality of interest or possible conflict of interest on the part of any director shall be disclosed to the other members of the Board of Directors and made a matter of record, either through an annual procedure or when the interest becomes a matter of Board action.
(b) Any director having a duality of interest or possible conflicts of interest on any matter shall not vote or use his or her personal influence on the matter and such director shall not be counted in determining the quorum for the meeting.
(c) The foregoing requirement should not be construed as preventing the director from briefly stating his/her position in the matter, nor from answering pertinent questions of other Board members since the director’s knowledge may be of assistance.
OFFICERS
SECTION 19. Election: By December of each year, the Directors shall elect the following officers: Chair-Elect, Treasurer and, if desired, one or more Vice-Chairs. The officers elected, and the currently serving Chair-elect, shall assume their new roles effective January 1 of the immediately following year. The immediate past Chair shall also be an officer. Any number of offices may be held by the same person. Only individuals serving as Directors may serve as officers.
SECTION 20. Duties and Powers: All officers shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Directors, including the authority to execute instruments in the name of and on behalf of the Partner.
SECTION 21. Compensation: The officers shall serve without compensation for their services and status as Officers, but the Partner may reimburse reasonable expenses incurred on its behalf.
SECTION 22. Delegation of Duties: In the event of absence or inability of any officer to act, the Directors may delegate the power or duties of such officer to any other officer or Director whom they may select.
SECTION 23. Bond: The Directors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond
in such amount and with such sureties as may be determined by the Directors.
SECTION 24. Term and Removal: The term of each office shall be one (1) year. The Chair of the Partner shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Directors, whichever occurs first. Any officer or agent may be removed by the Directors at a meeting called for that purpose whenever in their judgment the best interests of the Greater Topeka Partnership or any of its Partners will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
COMMITTEES
SECTION 25. Committees of Officers and/or Directors: The Chair or the Directors may designate, one or more committees, each committee to consist of Directors, officers and/or other interested parties and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable.
SECTION 26. Standing Committees: The following shall be standing committees of the Board:
(a) Executive Committee. The Executive Committee shall consist of the Chair, Chair-elect, Treasurer, the immediate past Chair and at least one non-Officer Director, appointed by the Chair, shall hereby have the authority to manage the business and affairs of the Partner between regularly scheduled meetings of the Board. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Board at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to five (5) Elected Directors who are not standing for re-election shall be appointed by the Chair subject to ratification by the Executive Committee.
SECTION 27. Compensation: Directors shall serve without compensation for their services and status as Directors, but in the event of an extraordinary expense incurred by any Director, the Board, at its discretion, may request the Greater Topeka Partnership to reimburse such expense.
SECTION 28. Removal of Officers: The Board, by a majority vote of all of the Directors, may declare vacant the office of an Officer who is removed for cause. “Cause” shall mean any action or inaction which, in the sole discretion of the Board, materially and adversely affects or may affect the Greater Topeka Partnership or any of its Partners.
SECTION 29. Reports of Executive Committee: The Executive Committee shall meet as needed, and the chairperson shall report back to the Board at each meeting of the Board on actions taken by the Executive Committee since the last report.
PRESIDENT OF VISIT TOPEKA, INC.
SECTION 30 Appointment: The operations of Visit Topeka, Inc. may be carried-out by staff, including a President of Visit Topeka, Inc., who are employees of the GTP. Such services will be rendered pursuant to an agreement between the GTP and Visit Topeka, Inc. and shall be subject to the sole and exclusive management of the President and CEO of the GTP. Prior to making any changes in the person or status of any such President, the President and CEO of the GTP will first seek to consult
with the Executive Committee.
SECTION 31. Duties:
(a) The president shall be the chief executive officer of Visit Topeka, Inc.
(b) The president shall be responsible for the administrative and operating functions of Visit Topeka, Inc.
(c) The president shall serve as advisor to the Board.
(d) The president shall assemble information and cause to be prepared such reports as may be required by the chairperson, the Board of Directors, and committee chairpersons.
(e) The president shall prepare a monthly financial report as required by the Board of Directors.
(f) The president, shall, unless otherwise directed by the Board of Directors, attend all meetings of the Board of Directors, and such duly designated committees in an advisory, non-voting, capacity.
(g) The president shall be responsible for the hiring of all Board approved positions as well as the direction, supervision, hiring, and discharging of all other Visit Topeka, Inc. employees in compliance with the Board approved Personnel Policy. Vice President positions will not be filled without prior Board approval.
(h) The president shall be responsible for the preparation of an operating budget encompassing all activities and operations of Visit Topeka, Inc. Such budget shall be subject to review and approval by the Board of Directors prior to implementation.
(i) The president shall have an annual evaluation by the Executive Committee.
(j) The president shall devise an annual marketing plan to be approved by the Board of Directors.
(k) The president shall perform such other and additional duties as may be deemed necessary by the Board of Directors.
FINANCES
SECTION 32. Funds: All monies paid in accordance with the contract with the city of Topeka shall be placed in the general operating fund. Funds not expended from the current year’s budget shall be designated as reserve funds for use in subsequent fiscal years. Nontransient guest tax revenues shall be deposited in separate accounts and not co-mingled with transient guest tax funds. Pursuant to the Agreement entered into between the city of Topeka and Visit Topeka, Inc. expenditures from funds provided by the city of Topeka shall be in accordance with the intent and purposes of city of Topeka Code Section A15-25
SECTION 33. Fiscal Year: The fiscal year of Visit Topeka, Inc. shall commence January 1 of each year and end on December 31 next following.
SECTION 34. Annual Audit: The accounts of Visit Topeka, Inc. shall be audited annually as of the close of each fiscal year by such certified public accountants as may be designated by the Board of Directors. The results of the audit shall be available at its principal place of business. A full audit will be conducted each year.
SECTION 35. Bond: The chairperson, the president, vice chairperson, the secretary, the treasurer, and such other officers and
employees as the Board of Directors may designate, shall be bonded by a sufficient fidelity bond in an amount set by the Board of Directors, the expense for such shall be paid by Visit Topeka, Inc.
ANTITRUST AVOIDANCE
SECTION 36. Background:
(a) The Partner is a not-for-profit organization. The Partner is not organized and may not play any role in the competitive decisions of its members, nor in any way restrict competition among members or potential members. Rather it serves as a forum for a free and open discussion of diverse opinions without in any way attempting to encourage or sanction any particular business practice.
The Partner provides a forum for exchange of ideas in a variety of settings including its annual meeting, educational programs, committee and task force meetings, and board meetings. The board of directors recognizes the possibility that the Partner and its activities could be viewed by some as an opportunity for anticompetitive conduct. Therefore, this statement supports the policy of competition served by the antitrust laws and to communicate the Partner’s uncompromising policy to comply strictly in all respects with those laws.
While recognizing the importance of the principle of competition served by the antitrust laws, the Partner also recognizes the severity of the potential penalties that might be imposed on not only the Partner but its members as well in the event that certain conduct is found to violate the antitrust laws. Should the Partner or its members be involved in any violation of federal/state antitrust laws, such violation can involve both civil and criminal penalties that may include imprisonment for up to 3 years as well as fines up to $350,000 for individuals and up to $10,000,000 for the Partner plus attorney fees. In addition, damage claims awarded to private parties in a civil suit are tripled for antitrust violations. Given the severity of such penalties, the Board intends to take all necessary and proper measures to ensure that violations of the antitrust laws do not occur.
(b) Accordingly, the Board has adopted the following Statement of Principles:
The Partner or any committee, task force, or activity of the Partner shall not be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products. Therefore, discussions and exchanges of information about such topics will not be permitted at the Partner meetings or other activities.There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.
There will be no discussions about allocating or dividing geographic or service markets or customers.
There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is false, misleading, deceptive, or directly competitive with association products or services.
There will be no discussions about discouraging entry into or competition in any segment of the marketplace.
There will be no discussions about whether the practices of any member, actual or potential competitor, or other person are unethical or anti-competitive, unless the discussions or complaints follow the
prescribed due process provisions of the Partner’s Bylaws.
Certain activities of the Partner and its members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust exemption for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) of a governmental body; or 3) decisions of judicial bodies. However, the exemption does not protect actions designed to cover-up anticompetitive conduct.
Meetings will follow a written agenda. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.
At informal discussions at the site of any the Partner’s meetings all participants are expected to observe the same standards of personal conduct as are required of the Partner in its compliance.
ETHICAL PRACTICES BY DIRECTORS
SECTION 37. Director Responsibilities: Each Director recognizes the special responsibilities that pertain to them by virtue of the public trust they hold. To fulfill that trust, every Director shall adhere to the following standards in exercising their responsibilities. The Director shall:
Hold themselves free of interest, influence or relationship in respect to any activity which could impair judgment or objectivity or which, in the reasonable view of the observer, has that effect;
Perform their official duties and arrange their private affairs in such a manner that public confidence and trust in the integrity, objectivity and impartiality of board members are conserved and enhanced;
Disclose relationships or other personal or professional dealings that may conflict or appear to conflict with the interests, business or responsibilities of the Board, and take such additional action as may be necessary to avoid real, potential or apparent conflicts of interest.
Act honestly and in good faith with a view to the best interest of the community;
Ensure that the organization’s business and public affairs are conducted in an ethically responsible manner;
Not step out of their official roles to assist private entities or persons in their dealings which would result in preferential treatment to any person or group;
Not accept anything of monetary value from any outside source as compensation for their services as a Director;
Place loyalty to the community above self-interest and above loyalty to special interest or particular constituent bodies;
Not seek preferential treatment for themselves or third parties or go outside normal business channels;
Exercise his/her special competence and knowledge to the most effective use of organizational resources and be prepared to work with others on the Board to this end while recognizing the strengths and limits of such special competence;
Keep in confidence information obtained in the course of Board activities;
Not knowingly take advantage of, or benefit from, information that is
obtained in the course of their official duties and responsibilities and that is not generally available to the public; and
Disclose activities which might call into question their ability to discharge their Board duties and responsibilities objectively and refrain from considering or voting on any issue in which the Director, their immediate family or their affiliated business has a financial interest.
LEGAL PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 38. Indemnification: The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka Partnership, by reason of the fact that such person is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
SECTION 39. No Presumption: The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
SECTION 40. Expenses:
(a) To the extent that a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such Director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(b) Expenses incurred by a Director, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chair’s Council of the Greater Topeka Partnership deems appropriate.
SECTION 41. Authorization: Any indemnification under this Section, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because such Director, officer, employee or agent has met the applicable standard of conduct set forth in this Section. Such determination shall be made (1) by the
Chair’s Council of the Greater Topeka Partnership by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
SECTION 42. Not Exclusive: The indemnification and advancement of expenses provided by, or granted pursuant to these Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, agreement, vote of disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
SECTION 43. Insurance: The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was a Director, officer, employee or agent of the Greater Topeka Partnership or any of its Partners, or is or was serving at the request of the Greater Topeka Partnership as a Director, officer, employee or agent of another Partner, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under the provisions of these Bylaws.
SECTION 44. Continuing Effect: The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
AMENDMENTS
SECTION 45. Bylaws: The Bylaws of the Partner may from time to time be repealed, amended or altered, or new Bylaws may be adopted, by the Directors, by unanimous written consent, or by twothirds (2/3) votes of those present (assuming a quorum is present) at any annual, regular or special meeting of the Board.
These bylaws were amended on April 23, 2024.
OBJECTIVES
The objectives of the Foundation are to advance the educational, civic, sociological and cultural interests of the City of Topeka and the general welfare and prosperity of Topeka and Shawnee County by:
• Promoting the growth of Topeka by encouraging programs of a civic, social and cultural nature designed to assist in increasing the cultural and aesthetic values of the community;
• Establishing means of discovering, adjusting, correcting and preventing abuses or inequities which prevent, impair or are detrimental to the general public welfare and expansion of the business community;
• Establishing programs which motivate, develop, assist and promote the education training, development and employment of underprivileged and disadvantaged Topekans;
• Supporting and promoting pre-existing educational programs for youth activities in Topeka;
• Supporting the advancement of economics, economic planning and development to accelerate the quality and quantity of economic growth and employment opportunities.
• Fostering an enlightened public regarding city, county and state affairs.
GREATER TOPEKA PARTNERSHIP FOUNDATION BOARD
Dr. Shekhar Challa Kansas Medical Clinic, PA
JuliAnn Mazachek Washburn University
Matt All Blue Cross and Blue Shield Of Kansas
Allan Towle Fidelity State Bank & Trust Co
Chris McGee Endeavor Private Wealth
BYLAWS OF GREATER TOPEKA PARTNERSHIP FOUNDATION
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Kansas shall be located at 120 SE 6th Ave., Suite 110, in the City of Topeka, County of Shawnee. The Corporation may have such other offices within the State of Kansas as the Board of Directors may designate or as the operations of the Corporation may require from time to time.
ARTICLE II. MEMBERS
SECTION 1. Qualification of Members. The sole member of this Corporation shall be the Greater Topeka Partnership, Inc., so long as it is a Kansas, not-for-profit corporation exempt from taxation under Section 501(c)(6) of the Internal Revenue Code, as amended. Except as otherwise set forth herein, the rights and obligations of membership of this Corporation shall be exercised by the President at the request and with the approval of the Board of Directors of the Member.
SECTION 2. Election of Directors. The Board of Directors of the Member shall meet annually for the purpose of electing Directors and for the transaction of other business as may come before the meeting. The place of meeting shall be the principal office of the Corporation in the State of Kansas, unless otherwise designated by the President.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General. The property and affairs of this Corporation shall be managed by a Board of Directors. The Board of Directors shall have and is invested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, or by these Bylaws, to supervise, control, direct and manage the property, affairs and activities of the Corporation, determine the policies of the Corporation, to do or cause to be done any and all lawful things for and on behalf of the Corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (1) the Board of Directors shall not authorize or commit the Corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a not-for-profit corporation organized under the laws of the State of Kansas; (2) none of the powers of the Corporation shall be exercised to carry on activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the Corporation; (3) all income and property of the Corporation shall be applied exclusively for such charitable, educational, and scientific purposes as the Board of Directors may deem to be in the public interest in any manner or by any method which the Board of Directors may from time to time deem advisable. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. No part of the net earnings or other assets of the Corporation shall inure to the benefit of any Director, Officer, or other private person having, directly or indirectly, a personal or private interest in the activities of the Corporation.
SECTION 2. Number, Tenure and Qualifications. The number of Directors of this Corporation shall be not less than five (5). The exact number of Directors for the ensuing year shall be determined by the Member on an annual basis. Of that number the Officers of the Board of Directors of the Member shall serve as Directors by Virtue of Position Held, with both voice and vote, while they hold those offices. The remaining Directors shall be elected by the board of directors of
the Member on an annual basis or by a written consent signed by an officer or proxy designated by the Member. The elected Directors shall serve a term of three (3) years or until their successors have been duly elected and shall have qualified. No Director shall serve more than two consecutive full three-year terms.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Member. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or at least three (3) of the Directors. The persons authorized to call a special meeting of the Board of Directors may fix the time and place for holding the special meeting.
SECTION 5. Notice. Notice of any special meeting shall be given at least three (3) days before the meeting by written notice delivered personally, by mail, e-mail or other substantially equivalent commercial delivery system, to each of the Directors at their business address. Such notice shall be deemed to be delivered when personally delivered, when deposited in the United States mail, or with a commercial delivery system, postage or charges thereon prepaid. If notice is given by e-mail, notice shall be deemed to be delivered when sent if there is confirmation of delivery. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of that meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, the Directors present shall adjourn the meeting until such time as a quorum is present.
SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. Actions Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, which writing may take the form of electronic mail, setting forth the action to be taken, shall be signed by all of the Directors. Meetings of the Board of Directors may be held by telephone conference call.
SECTION 9. Removal. Any Director may be removed by the Member or by the affirmative vote of three-fourths of the remaining Directors of this Corporation when either the Member or the Board of Directors determines the best interests of the Corporation will be served.
SECTION 10. Vacancies. Any vacancy occurring on the Board of Directors may be filled for the unexpired portion of the term by appointment of the Member. The Director so appointed shall serve until the next annual meeting of the Member.
SECTION 11. Compensation. By resolution of the Board of Directors, each Director may be paid the expenses, if any, of attendance at each meeting of the Board of Directors. No other compensation shall be paid to the Directors of this Corporation; however, nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 12. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless the Director shall cause a dissent to be entered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward the dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action.
SECTION 13. Conflict of Interest. The Board of Directors shall adopt a policy with respect to conflicts of interest involving persons who are nominated to or have been elected to serve on the Board of Directors of this Corporation. The policy shall be reviewed periodically by the Board of Directors and may be modified from time to time. The policy may also include requirements with respect to managerial employees of this Corporation to the extent deemed appropriate by the Board of Directors.
ARTICLE IV. OFFICERS
SECTION 1. Number. The Officers of this Corporation shall be a Chair, Chair-Elect and a Treasurer to be filled, respectively, by the Chair, Chair-Elect and Treasurer of the Member or his or her authorized designee.
SECTION 2. Term of Office. Each Officer shall hold office for so long as they are authorized to do so by virtue of the position they hold on the Board of Directors of the Member or until a successor shall have been duly elected and shall have qualified or until the death, resignation or removal of the Officer.
SECTION 3. Removal. Any Officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights.
SECTION 4. Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors of the Member for the unexpired portion of the term.
SECTION 5. Chair of the Board. The Chair of the Board of Directors shall preside at all meetings of the Directors. Except where by law the signature of the President is required, the Chair of the Board shall possess the same power as the President to sign all certificates, contracts and other instruments of the corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chair of the Board shall exercise all powers and discharge all the duties of the President.
SECTION 6. Vice Chair. In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned by the Chair of the Board.
SECTION 7. President. The President of this Corporation shall be the President and CEO of the Member and shall, subject to the control of the Board of Directors, in general supervise and control all the business and affairs of the Corporation. The President shall, in the absence of the Chair or Vice Chair of the Board, preside at all meetings of the Member and of the Board of Directors; sign membership certificates of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except where execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of President and other duties as may be prescribed by the Board of Directors from time to time.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give or cause to be given receipts of monies due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all monies in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform or cause to be performed all the duties incident to the office of the Treasurer and other duties assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of these duties in a sum and with a surety or sureties determined by as the Board of Directors.
SECTION 9. Salaries. None of the Officers shall receive any compensation for their service in that role, provided that the President shall be a compensated employee of the Member.
ARTICLE V. STANDING COMMITTEES
SECTION 1. Standing Committees. The Board of Directors may from time to time establish such standing committees of this Corporation as it may deem necessary or in the best interests of this Corporation. Size, composition and chair of each such standing committee shall be determined by the Board of Directors upon recommendation of the President or the Chair of the Board.
SECTION 2. Maintenance of Records. Each standing committee shall keep regular minutes of its proceedings and report the same to the Board when required for approval.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and the authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. The authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in a manner from time to time to be determined by resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in banks, trust companies or other depositories as the Board of Directors may designate.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
ARTICLE VIII. CORPORATE SEAL
This Corporation shall have no seal.
ARTICLE IX. INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS
The Corporation, or the Member, shall indemnify persons serving as officers or directors of this Corporation or of another business entity at the request of this Corporation as and to the extent provided in K.S.A. 17-6305, as amended.
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Kansas General Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors with the written consent of the Member at any special or regular meeting of the Board of Directors. Ten (10) days written notice of the proposed amendment shall be given to each of the Directors prior to any special or regular meeting of the Board of Directors shall be given to each of the Directors. Each of the Directors of this Corporation may waive any and all notices with respect to any proposed amendment by a waiver of notice, in writing, complying with the laws of the State of Kansas and the provisions of Article XI hereof.
CERTIFICATE OF CHAIR
I, the undersigned, duly elected and acting Chair of Greater Topeka Partnership Foundation, a Kansas corporation, hereby certify that the above and foregoing Bylaws were duly adopted as and for the Bylaws of said Corporation, and I further certify that the foregoing constitutes the Bylaws of the Corporation, duly adopted by the Directors of the Corporation, on the day of November, 2018.
________________, Chair
YOUNG TALENT
MISSION
To make Topeka a place where all young talent will live, work, play, connect and lead.
2025 FORGE BOARD
Chair
Kaylee Champagne
HTK Architects
Chair-Elect
Sydney Steffen Washburn University
Immediate Past Chair
Zac Surritt
R&S Maintenance
ELECTED
DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Stacy Briggs BT&Co.
Jackie Fox HTK Architects
Peyten Lopez Evergy and Realtor
Sarahy Soriano KDHE and Spotless Neat Co. LLC
Erika McNeill Magellan Financial
Jacinta Bergkamp Advisors Excel
(TERM EXPIRES DECEMBER 31, 2026)
Andrew Edwards Senior Benefit Services
Doug Meyers WIBW Channels
Daisy Karimi KD Visions
Ashley Grubb Everything Which is Yes Art and Design
Kyler Milligan HTK Architects
Sasha Conrade The Beacon
Laura Nichols Topeka Public Schools, USD 501
Austin Lanteri Bartlett & West
Russell Harp Mammoth Creative Co
Natasha Gunn Midwest Tax & Financial, Inc.
Perry Plummer Capitol Federal
Jacob Bond Pinnacle Staffing Group
OPERATIONAL GUIDELINES
HISTORY
The Greater Topeka Chamber of Commerce launched the young professionals group called Fast Forward in 1999 to provide a forum for young professionals in Topeka and to develop the next generation of leadership. In 2016, Fast Forward became Forge to address challenges facing Topeka in attracting and retaining young talents. With the creation of the Greater Topeka Partnership (GTP) in 2018, stewardship and management of Forge’s activities was transferred to GO Topeka.
ARTICLE I - PURPOSE
1.1. Name The name of this association shall be Forge (hereafter referred to as Forge).
1.2. Policy Forge shall operate in conformity with the procedures, rules, and guidelines set forth in this Operational Guidelines.
1.3. Mission The mission of Forge is to make Topeka a place where all young talent want to live, work, play, connect, and lead.
1.4. Organizational Structure Forge is a committee convened under the auspices of GO Topeka, Inc. and the Greater Topeka Partnership. The Forge Leadership Team provides direction and strategic focus for the organization. The Forge Leadership Team is ultimately accountable to and serves at the pleasure of the GO Topeka Board of Directors.
1.5. Staffing Forge will be supported by staff members employed by the Greater Topeka Partnership to include a Forge Executive Director and additional staff as necessary. The Forge Executive Director is an employee of the GTP and reports to a manager within the GTP. The Executive Director is accountable for providing staff leadership of Forge activities and for collaborating with Forge Members to help the group achieve its objectives. The GTP may make adjustments to staff personnel and roles at its discretion.
1.6. Calendar Forge fiscal year shall operate on a calendar year beginning January 1 and ending December 31.
1.7 Finance and Budgets All Forge operating budgets and payables will be allocated and approved by the GO Topeka Board of Directors and managed by the Forge Executive Director.
ARTICLE II - FORGE MEMBERS
2.1 Application An individual at or over the age of 18 may join online at the Forge Website. Members under the age of 21 are welcome to join Forge and get involved in a Standing Committee but may be limited in events they may attend or in the degree to which they may participate due to specific event venues and applicable law.
2.2 Code of Commitment All Forge members shall be members in good standing. To be a member, a member shall provide all relevant information requested on the membership application and adhere to the procedures, rules, and guidelines set forth by these Operational Guidelines.
2.3 Attendance A member has the flexibility to be involved as much or as little as they choose; however, active membership through service on a Standing Committee and attendance at events is encouraged.
2.4 Number of Members The number of members that choose to be involved with Forge is unlimited.
2.5 Standing Committee members Every member may be a part of a Standing Committee. Members are welcome to sign up for more than one Standing Committee but should first consider the time commitment and determine if it is acceptable with their schedule.
ARTICLE III– DIVERSITY, EQUITY, AND INCLUSION, ACCESSIBILITY, AND BELONGING OVERSIGHT COMMITTEE
3.1 Purpose: The purpose of the Forge Diversity, Equity, Inclusion, Accessibility, and Belonging Oversight Committee (DEIAB Oversight Committee) is to provide ongoing input to the Forge Core Leadership Group and the Forge Leadership Team regarding (i) the degree to which Forge’s initiatives and programming consistently embody and advance the core values of diversity, equity, inclusion, accessibility, and belonging (ii) what steps could be taken to ensure such values are increasingly advanced and (iii) how Forge could further build awareness, education, respect and acceptance of underrepresented and marginalized groups in Topeka; while also striving to ensure Forge membership is a representation of the broader community.
3.2 Composition: The DEIAB Oversight Committee shall consist of the following who shall be appointed by the Forge Core Leadership Group:
(a) A Committee Chair who shall preside over the Committee’s meetings, provide general leadership and direction to the Committee’s efforts, and serve on the Forge Core Leadership Group Team.
(b) A Co- Chair who shall preside in the Committee Liaison’s Chair’s absence and provide assistance to the Committee Liaison Chair.
(d) Such additional committee members as the Forge Core Leadership Group may deem desirable from time to time in order that the Committee can best fulfil its purpose.
3.3 Succession of leadership: The leadership of the DEIAB Oversight Committee shall be in the same manner as the chairs and co-chairs of the standing committees.
ARTICLE IV – FORGE STANDING COMMITTEES
4.1 Establishment The Forge Leadership Team established Standing Committees necessary to accomplish the mission and purpose of Forge. The purpose of the Standing Committees shall be as follows:
4.1.1 Event Committee Purpose: To provide opportunities for Forge members to develop meaningful connections with the community, causes they care about and other young professionals who share their passion for play and their own health and well-being as well as that of their community.
4.1.2 Marketing Committee Purpose: To develop creative and effective ways to spread the message about Forge events and programs in collaboration with the Greater Topeka Partnership marketing and communications team.
4.1.3 Membership Committee Purpose: To develop and execute strategies for engaging with young professionals across the region and converting them into passionate champions of Forge.
4.2 Adding and Disbanding Standing Committees Adding or disbanding Standing Committees requires a majority vote of the Forge Leadership Team Standing Committee.
4.3 Standing Committee Leadership Standing Committees will be led by a chair and co-chair, each serving one-year terms commencing January 1. Standing Committee chairs and co-chairs may serve not more than 2 consecutive one-year terms. By the fall of each year, the members of each Standing Committee shall select by a majority vote a nominee for the co-chair position and shall forward their nominee to the Leadership Team nominating committee for approval and inclusion in the nominating committee’s report to the full Leadership Team.
4.3.1 Chair Responsibilities The Chair of each standing committee’s responsibilities include: (1) Leading all Standing Committee meetings (2) participating and planning all long-range standing committee planning efforts (3) keeping the Forge Leadership Team apprised of committee activities (4) serving on the Forge Leadership Team (5) working with the Forge Executive Director and Officers (6) developing community partnerships (7) keeping all parties up to date and (8) attending as many Forge events as possible.
4.3.2 Co-Chair Responsibilities The Co-Chair’s responsibilities shall include: (1) assisting the Chair with the Chair’s responsibilities (2) participating and planning all long-range standing committee planning efforts (3) serving as the Chair in the Chair’s absence (4) recording minutes at each committee meeting (5) working with the Chair to build community partnerships (6) attending as many Forge events as possible and (7) serving on the Forge Leadership Team.
ARTICLE V- FORGE LEADERSHIP TEAM
5.1 Responsibilities The Forge Leadership Team should (1) advise on the continuity of Forge strategic objectives and goals, (2) take on strategic objectives as defined through strategic planning process of the Forge Leadership Team, (3) review and track goals for the year and (4) advise on the finances and budgets.
5.2 Members of the Leadership Team The Forge Leadership Team shall be comprised of a Chair, Chair-Elect, Immediate Past Chair, the chair and co-chair of each Herd and such a number of atlarge members as it may deem advisable. Each member of the Forge leadership team shall be between the ages of 18-40 unless otherwise approved by a two-thirds vote by the Leadership Team. The Forge Executive Director shall also sit on the Leadership Team, along with Past Chairs, but as non-voting members.
5.2 Number of Team members The Leadership Team shall have up to 30 individuals on it. The Nominee Committee will make the recommendation on the number of members in each year to satisfy the responsibility of having a diverse group of young talents represented on the Team throughout the Greater Topeka area.
5.3 Terms Forge Leadership Team terms shall operate on a calendar year beginning January 1 and ending December 31. A slate of new Team members shall be approved by the Leadership Team in the fall. Once approved, the new slate of Team members shall begin their term on January 1 of the following year. Leadership Team members are eligible to serve 2-year terms. No Team member may serve more than
two terms, provided that a Team member’s service may be extended for not more than two years if necessary to enable such member to complete their term as an Officer.
5.4 Leadership Team Member Guidelines Leadership Team members are encouraged to personally attend as many Forge events as possible. The Forge Leadership Team is the face of the organization, and it is important for them to have a presence at Forge events.
Team members are required to attend ALL Leadership Team meetings – Three absences are allowed in the year for special circumstances as long as the Executive Director is notified in advance. Exceeding three absences will result in a conversation with the Chair and Executive Director on the leader’s engagement and could result in that Team member’s removal from the Leadership Team upon a majority vote of the other Team members.
5.5 Leadership Team Election Process
(a) A nomination committee should be developed and confirmed by the Forge Leadership Team at the beginning of the calendar year. Nomination Committee shall include the following:
• Current Chair
• Executive Director – who shall serve as a non-voting committee member.
• Two current members of the Leadership Team who are not officers and whose terms do not expire in the coming year.
• At least two active Forge members who are not currently serving on the Leadership Team; and
• One individual who is at least forty years of age, has knowledge of the local business community and is not a current member of Forge, who shall serve as a non-voting committee member.
(b) After approval of the nomination committee, it is the responsibility of the nomination committee to make recommendations to the Leadership Team to satisfy the responsibility of having a diverse group of young talents represented on the Leadership Team throughout the Greater Topeka area and to recommend nominee(s) for the following year’s Chair-Elect.
(c) Nomination committee should meet as needed or at least biannually to discuss potential Leadership Team members.
(d) If nominees accept, they must complete the Forge Leadership Team member application.
(e) Nomination committee reviews nominee information and conducts interviews of nominees for Chair-Elect and selected nominees for Leadership Team membership. The committee must come to a majority decision. An email vote is appropriate for the vote.
(f) The committee then provides the Forge Leadership Team with its recommendation. Background materials on the candidate should be given to the Team in advance of the Team’s vote.
(g) Team members have the opportunity and responsibility to contact the candidates and/or ask questions of the nomination committee in advance of the Team vote, if desired.
(h) The Forge Leadership Team will then vote to accept the recommendations of the nomination committee. The Leadership Team must have a majority decision. Members of the Team not able to attend that meeting may be able to submit their vote prior to the meeting to the current Chair of Forge. Under certain circumstances, an email vote is appropriate.
5.6 Chair-Elect Election process The Nominating Committee will present nominees for the position of Chair-Elect to the Forge Leadership Team no later than its September meeting. Chair-Elect nominees must be current members of the Forge Leadership Team. Additional nominations will be accepted from the floor at such meeting. The Leadership Team will elect the Chair-Elect no later than its October meeting. Every voting member of the Leadership Team gets one vote. The nominee who receives the majority of the votes will become Chair-Elect. In the event no nominee receives a majority of the votes, a run-off election will be conducted immediately between the nominee who received the most votes and the nominee who received the second greatest number of votes.
5.7 Officers
5.7.1 Chair The Chair shall serve for a period of one year.
The Chair’s responsibilities include: (1) Leading all Leadership Team meetings (2) participating and planning all long-range Forge planning efforts (3) keeping GO Topeka apprised of Forge activities (4) serving on the GO Topeka Board of Directors and on the Greater Topeka Partnership’s Chair’s Council as may be dictated by those board’s bylaws (5) working with the Forge Executive Director (6) soliciting new sponsors (7) soliciting new members of Forge (8) developing community partnerships (9) keeping all parties up to date (10) attending as many Forge events as possible and (11) serving as a liaison to the Standing Committee Events and Membership, and Marketing Committees.
The Chair must adhere to working requirements (outlined for chair). If the Chair is not fulfilling their duties, the Chair can be removed from office by a vote of a majority of the Forge Leadership Team. Past chairs are not eligible to run for the Chair position after serving the organization in this capacity.
5.7.2 Chair-Elect The Chair-Elect shall serve for a period of one year and then will become the Chair of Forge unless they elect not to serve as Chair or are not fulfilling their duties as Chair-Elect.
The Chair-Elect’s responsibilities shall include: (1) assisting the Chair with the Chair’s responsibilities (2) participating and planning all longrange Forge planning efforts (3) serving as the Chair in the Chair’s absence (4) soliciting new members of Forge (5) working with the Chair to build community partnerships (6) attending as many Forge events as possible (7) actively promoting Forge (8) serving on the Topeka Chamber Board of Directors and/or boards of other organizations within the Greater Topeka Partnership in accordance with those boards’ bylaws and (9) serving as a liaison to the Personal and Professional Development and Marketing Committees Standing Committee.
The Chair-elect must adhere to working requirements (outlined for chairelect). If the Chair-elect is not fulfilling their duties, the Chair-elect can be removed from office by a vote of a majority of the Forge Leadership Team. Past chairs are not eligible to run for the Chair-Elect position after serving the organization in this capacity.
5.7.3 Immediate Past Chair The Immediate Past Chair’s responsibilities shall include: (1) participating and planning all longrange Forge planning efforts; (2) providing historical perspective on Forge issues; (3) soliciting new member of Forge; and (4) actively promoting Forge.
The Immediate Past Chair must adhere to working requirements (outlined for immediate past chair). If the Immediate Past Chair is not fulfilling their duties, the Immediate Past Chair can be removed from office by a vote of a majority of the Forge Leadership Team. Past chairs may serve an additional term on the Forge Leadership Team following their term on the Core Leadership Group, if they are so entitled.
5.7.4 Core Leadership Group: The Core Leadership Group shall consist of the Officers and up to four non-officer Leadership Team members elected by the Leadership Team at the same time Chair-Elect is chosen. The Core Leadership Group convenes as necessary, but at least monthly, to provide high-level strategic guidance for Forge as a whole, stay abreast of Standing Committee activities and provide input and support to the Executive Director on matters of such sensitivity or urgency as do not befit convening the full Leadership Team. Any action taken by the Core Leadership Group shall be communicated to the full Leadership Team no later than its next regularly scheduled meeting.
By a majority vote, the Leadership Team may remove any Officer or other Core Leadership Group member at any time.
5.8 Meetings
The Forge Leadership Team shall meet each month to discuss the progress of the standing committees in fulfilling the mission and purpose of Forge along with being the decision-making body for Forge, responsible for providing direction and strategic focus for the organization. All meetings of the Forge Leadership Team shall follow Robert’s Rules of Order and basic Parliamentary Procedures.
5.9 Quorum
A “Quorum” of the Forge Leadership Team shall be defined as anything more than fifty percent (50%) of the current voting members of the Forge Leadership Team.
5.10 Resolution of Issues
(a) Issues Between Team Members. The Forge Leadership Team is committed open communication and robust deliberation at its meetings as the surest way to reconcile differences of opinion and reach the best majority decision. Team Members are expected to handle differences amongst themselves through open deliberation at Leadership Team meetings and to uphold the Team’s decisions. Team Members with important persistent issues should raise them with the Chair, who will work to reach an amicable, professional resolution.
(b) Issues with GTP Services. The Executive Director of Forge is the group’s formal liaison to the GTP. As the staff of the GTP are accountable to their own managers, there is no mechanism for individual Team Members to confront issues with staff directly. Team Members concerned with the services and support provided by the GTP should raise those concerns with the Executive Director in order that he or she can seek resolution with staff colleagues.
Team Members with important persistent issues should raise them with the Chair, as well as, the Executive Director, both of whom will work to reach an amicable, professional resolution.
(c) Issues with the Executive Director. If a Team Members has material concerns with the Executive Director’s performance, that Member:
(i) Should first address such concerns directly to the Executive Director (unless the concerns are of such a sensitive or confidential nature that direct interaction with the Executive Director is presumptively deemed unproductive).
(ii) Should such initial interaction not lead to resolution or be presumptively deemed unproductive, the Team Member may choose to raise the concern with the Core Leadership Group, which will meet to discuss any such concerns and decide upon the best method of resolution.
(iii) After the above course has been pursued, if the concerns remain unresolved, the Chair or the Core Leadership Group may elect to contact the Executive Director’s manager within the GTP (currently GTP’s Vice President of Business Retention and Talent Initiatives) who will prioritize meeting with the group and will act promptly and decisively to resolve such concerns. Such manager’s decision with respect to the concern will be conclusive.
5.11 Ad-Hoc Committees The Forge Leadership Team shall have the authority to create certain Ad-Hoc Committees by a majority vote. These Ad-Hoc Committees shall be created with a specific purpose outlined by the Leadership Team at the time of creation. Ad-Hoc Committees shall be led by a chair approved by a majority vote of the Leadership Team and shall report to the Leadership Team on at least a monthly basis.
ARTICLE VI - EFFECTIVE DATE AND AMENDMENT
6.1 Effective Date The Guidelines are considered effective upon the date of their presentation to the Forge Leadership Team.
6.2 Amendment These Guidelines may be amended from time to time by the GTP provided such amendments are delivered electronically to each Leadership Team member at least 7 days prior to the effective date of such amendment.
The Forge Leadership Team may adopt such additional processes and procedures as it deems appropriate to clarify or facilitate its function; provided the same do not conflict with the provisions of these Operational Guidelines or impeding the Executive Director’s functional capacity as a GTP employee.
MISSION
To position the Topeka area as a destination of choice for athletes by building an inclusive sports environment that elevates local facilities hosts quality sporting events, and promotes health and wellness for all.
FUNCTIONS/OBJECTIVES
Serve as host for amateur sports at the highest levels of national, regional, and local competition.
Strong community engagement and volunteerism at sporting events within the Topeka area.
Increasing the economic impact of sports within the Topeka area.
Build a healthier community through equity and opportunity of athletics and sports competition for all.
Advance the ecosystem of sports and athletics through a strong infrastructure of facility and venue options.
Promote community pride and an enhanced quality of life through health and wellness at all ages.
TASC EXECUTIVE COMMITTEE
Chair
Terica
Gatewood
Play It Again
Sports - Topeka
Chair-Elect
Matt Hutchinson Washburn University Immediate Past Chair
Mike Morse KS Commercial
2025 TASC BOARD
ELECTED DIRECTOR BY POSITION HELD
Rob Bergquist Topeka Lodging Association
Sherry Lundry Sunflower State Games
Tim Laurent SNCO Parks & Rec
Carlos Cortez Visit Topeka BOD Chair/Designee
Sean Dixon Visit Topeka President/Designee
DIRECTORS (TERM ENDING 12/31/2025)
Mark Stanley USA Wrestling of Kansas
Chelsea Huston Dialogue Coffee
Brad Lewis Lewis Toyota
Aaron Mays SNCO Commission
Ta'Nia Gibbs Gibbs Elite Basketball Academy
Deb North Yes Athletics
Michael Williams HPHS Basketball
DIRECTORS (TERM ENDING 12/31/2026)
Mike Morse Kansas Commercial Real Estate
Matt Hutchinson Washburn University
Kellen Seitz Stormont Vail Events Center
Brett Ballard Washburn University
Jake Farrant Mammoth Sports Construction
Jordan Canfield Innovation Design Group
Rhiannon Friedman City of Topeka
DIRECTORS (TERM ENDING 12/31/2027)
Emily Skrobacz ALKU
Terica Gatewood Play It Again Sports- Topeka
Scott Gales Architect One
Alissa Menke Cohort Digital
Marcus Miller City Council of Topeka
Jake Lebahn OFG Financial Services
Amanda Lewis Coldwell Banker
ARTICLE I NAME OF ORGANIZATION
Section 1.
The name of the organization shall be Topeka Area Sports Commission, herein referred to as the Sports Commission or Commission.
ARTICLE II MISSION STATEMENT, VISION, FUNCTIONS & OBJECTIVES, EQUITY
Section 1. Mission Statement.
To position the Topeka area as a destination of choice for athletes by building an inclusive sports environment that elevates local facilities hosts quality sporting events, and promotes health and wellness for all.
Section 2. Functions and Objectives.
Serve as host for amateur sports at the highest levels of national, regional, and local competition.
Strong community engagement and volunteerism at sporting events within the Topeka area.
Increasing the economic impact of sports within the Topeka area.
Build a healthier community through equity and opportunity of athletics and sports competition for all.
Advance the ecosystem of sports and athletics through a strong infrastructure of facility and venue options.
Promote community pride and an enhanced quality of life through health and wellness at all ages.
Section 3. Equity Statement
The Topeka Area Sports Commission (TASC) recognizes equity, opportunity, and inclusiveness as central tenets to building a strong local sports environment for all. TASC will serve with intentionality, as sports are elevated on a local, regional, and national level. This intentionality will increase the spirit of health, wellness, and belonging throughout the community.
ARTICLE III TOPEKA AREA SPORTS COMMISSION LEADERSHIP TEAM
Section
1. Relationship with Visit Topeka Inc.
The affairs of the Sports Commission shall be governed by a Leadership Team. Such Team will also provide recommendations for consideration and approval by the VTI Board.
Held, all of which shall be voting members of the Team and are referred to collectively herein as Directors.
(b) At-Large Directors shall serve three-year terms unless an individual is appointed to fulfill an unexpired term, provided that the initial At-Large Directors shall be appointed in equal numbers to one, two, and three-year terms that their terms thereafter will be staggered. The Directors shall hold office for the length of their term or until their successors have been elected; however, no provision of this section shall be restrictive upon the right to remove Directors as is hereinafter provided. At-Large Directors shall not serve for more than two (2) consecutive three-year terms.
(c) Directors by Virtue of Office Held shall include the following:
A representative of Shawnee County Parks & Recreation;
A representative of the Topeka Lodging Association;
A representative of the Sunflower State Games;
A current VTI Board Member; and
The President of VTI or their designee
(d) At the beginning of each year, the Chair shall appoint a nominating committee consisting of the Chair-elect and at least four At-Large Directors who are not standing for re-election. The nominating committee shall convene for the purpose of selecting and securing acceptance from candidates for At-Large Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the Leadership Team for initial consideration at a regularly scheduled meeting occurring before July. At the meeting, when the slate is presented, directors present may make nominations from the floor for candidates for At-Large Director positions. The Leadership Team shall vote upon the slate of candidates at a regularly scheduled meeting occurring before October. The newly elected directors shall be installed at the December meeting of the Leadership Team first following their election, and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following their installation.
(e) The nominating committee shall work to ensure the Leadership Team includes representatives of Washburn University athletics; area high school athletics; area sports venues such as Heartland Motorsports Park, Stormont Vail Events Center, Hummer Sports Park, SportsZone, Heartland BMX, Genesis Health Clubs, Great Life, Evergy Public Plaza, Topeka Performing Arts Center and such other relevant sectors as the Leadership Team may identify as, for example, local sports media.
(f) Vacancies on the Leadership Team may be filled by appointment of the Chair, subject to ratification by the Leadership Team. A vacancy on the Team shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if any Director or Directors elected shall refuse to serve. If the Team accepts the resignation of a Director tendered to take effect at a future time, the Team shall have the power to elect a successor to take office when the resignation is to become effective.
Section 3 Powers.
Section
2. Number, Qualification, and Term of Directors.
(a) The Leadership Team shall consist of at least 20 Directors comprised of At-Large Directors and Directors by Virtue of Office
Except as otherwise provided in these Governing Rules, in the Articles of Incorporation of Visit Topeka, Inc., the powers of the Commission shall be exercised and its affairs conducted by the Leadership Team, which may, however, delegate the performance of any duties or the exercise of any powers of such officers and agents as the Team from
time to time, by resolution or other official act, may designate, with daily operational responsibilities being vested in staff and with ultimate authority over all matters being that of the Team in conjunction with the Board of Directors of Visit Topeka Inc.
Section 4 Meetings.
Regular meetings of the Leadership Team shall be held on a quarterly basis in the offices of The Greater Topeka Partnership (“The Partnership”).
Special meetings of the Leadership Team shall be held at such place or places as the Team may from time to time by resolution or other official act designate, or in the absence of such designation, in the offices of The Partnership.
Written or printed notice stating the place, day, and hour of any meeting of the Leadership Team shall be delivered personally by mail, facsimile (Fax), or other electronic media to each member entitled to vote at such meeting, not less than seven (7) days and no more than thirty (30) days prior to the date of such meeting, except that a special meeting shall only require two days’ notice, by or at the direction of any officer as prescribed in Article IV calling the meeting.
In cases of special meetings, or when required by these Governing Rules or the Visit Topeka Inc. Articles of Incorporation or bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of the meeting shall be deemed delivered when deposited in the U.S. Mail, postage prepaid, addressed to the member at his or her address as it appears on the record of the Commission at the time of the mailing.
A majority of the Leadership Team shall constitute a quorum for the transaction of business at any meeting of the Team, provided, however, that less than a majority of the members present may adjourn the meeting from time to time without further notice.
Except as may otherwise be provided in these Governing Rules or in the Visit Topeka Inc. Articles of Incorporation or bylaws, the act of a majority of Leadership Team members present at any meeting at which a quorum is present shall be the act of the Team.
Any action required or permitted to be taken at any meeting of the Leadership Team may be taken without such a meeting if consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote with respect thereto. For purposes of this provision, the term “signed” includes a clear expression of assent communicated via email.
Section 5 Liability of Leadership Team Members.
The members of the Leadership Team shall be considered Directors for purposes of the legal protections afforded pursuant to Section 50 of the bylaws of Visit Topeka, Inc.
ARTICLE IV SPORTS COMMISSION OFFICERS
Section 1 Officers.
The officers of the Leadership Team shall consist of a Chair, Chair-elect, and Immediate Past Chair. The officers shall manage the affairs of the Commission between regular-scheduled meetings of the Team and shall, as necessary, nominate candidates to fill vacancies on the Team. Officers shall serve one-year terms beginning in January.
The Chair-elect shall be elected by the Leadership Team through a process substantially similar to that set forth above in Section 2(d) for the election of Directors. The Chair-elect shall preside at all Commission meetings in the Chair’s absence and shall assume the office of Chair upon the expiration of the term of the preceding Chair. Should the Chair-elect be unable to assume the office of Chair, a new Chair shall be elected.
The Leadership Team may elect a Secretary. The term of the Secretary shall be set by the Chair but shall not extend beyond the next regular election of officers. The Secretary shall be responsible for keeping or causing to be kept true and exact records of the proceeding of each meeting of the Team.
Section 2 Removal.
Any elected officer may be removed, with or without cause, by the Leadership Team whenever in its judgment, the interests of the Team and the Sports Commission would thereby best be served. Any such removal shall be without prejudice to the rights of the individual so removed.
Section 3 Vacancies.
A vacancy in any officer position, whether due to death, resignation, removal, disqualification, or otherwise, may be filled for the unexpired portion of the term by a majority vote of the Leadership Team.
ARTICLE V COMMITTEES
Section 1 Committees.
In addition to the nominating committee described above, the Leadership Team may establish one or more committees or subcommittees. Except as may otherwise be provided by resolution or other official act, the members of the committees or subcommittees shall be selected from the general membership of the Commission and officially appointed by the Leadership Team upon recommendation from the staff. Any committee or subcommittee member may be removed by the Team or staff whenever in the judgment of the Team or staff, the interests of the committee, subcommittee, Team, or the Commission would best be served by such removal.
ARTICLE VI AMENDMENTS & DISSOLUTION
Section 1 Amendment to the Governing Rules.
Subject to the limitations of the Articles of Incorporation of Visit Topeka Inc., these Governing Rules may be amended by a majority vote of the Leadership Team.
Section 2 Dissolution.
The Commission may be dissolved upon a vote of at least 2/3 of the Directors or upon a majority vote of the Board of Directors of Visit Topeka, Inc.
Greater Topeka
Chamber PAC
PURPOSE
The PAC is organized and shall be operated for the purpose of accepting contributions and making expenditures to promote business and community development with businessfriendly policies in Shawnee County, Kansas, through education, advocacy and political action, including but not limited to, contributions to committees and candidates for state and local offices within Shawnee County whose views are consistent with those of the PAC, and expenditures to advocate the positions that the PAC believes are beneficial to the growth of Topeka and Shawnee County. All such activities shall be conducted within the limitations of applicable Federal and State laws.
2025 CHAMBER PAC
Chair
Natalie Haag
Capitol Federal Savings Bank
DIRECTORS APPOINTED AT-LARGE
(TERM EXPIRES DECEMBER 31, 2025)
Laura Lutz Evergy
Rick Nesbitt Nesbitt, Rick - Berkshire Hathaway HomeServices First, REALTORS
These Operating Guidelines describe the purpose and structure of the Greater Topeka Chamber of Commerce’s Political Action Committee and provide basic procedures for the conduct of the group’s activities.
SECTION ONE – GENERAL
1.1 Name and Purpose. The name of the political action committee is the Greater Topeka Chamber of Commerce Political Action Committee (herein “PAC”). The PAC is a political action committee registered under the laws of the State of Kansas. Its purpose is to gather information about candidates for state and local elective office, educate members of the Greater Topeka Partnership and other applicable stakeholders regarding such candidates and disburse contributions to candidates for political office whose views are favorable to the public policy agenda of the Greater Topeka Chamber of Commerce.
1.2 Scope. The PAC is only authorized to participate in state and local races. It will not: take part in federal races; be constituted as a separate segregated fund pursuant to federal law; or take part in issues advocacy.
1.3 Membership. Any individual or firm who is a member in good standing of the Greater Topeka Partnership and who contributes at least $500 annually to the PAC may be a PAC member, thus entitling them to receive timely reports of the PAC’s activities and, as called upon, participate in candidate interviews and survey reviews. The PAC will only solicit and accept donations from members in good standing of the Greater Topeka Partnership.
1.4 Relationship to the Chamber of Commerce and the Greater Topeka Partnership. (a) The PAC is affiliated with the Greater Topeka Chamber of Commerce but is semi-autonomous. The PAC shall provide regular informational updates to the Chamber Board regarding its activities and the candidates it has chosen to support. The Chamber Board, though, has no authority to override, veto or rescind any particular decision of the PAC.
(b) In the event the Chamber Board deems that the PAC has undertaken a course not sufficiently in alignment with the Chamber’s objectives, it may by a super majority vote dissolve the PAC. Upon any such dissolution, the assets of the PAC would be distributed in accordance with applicable law but would, in no event, become commingled with other assets of the Greater Topeka Chamber of Commerce or the Greater Topeka Partnership or any of its members or employees.
(c) The PAC will conduct its activities within the procedures and guidelines of the Greater Topeka Partnership (GTP) and avail itself of the GTP’s unified management structure and shared finance and administrative processes, so long as doing so does not compromise the PAC’s independence.
SECTION TWO – BOARD
2.1 Role. The PAC Board is responsible for soliciting contributions to the PAC, interviewing and surveying candidates, determining which
candidates to support and in what amounts and generally overseeing the operations and accounting of the PAC to ensure compliance with applicable laws and standards and continued alignment with Chamber objectives.
2.2 Composition. The PAC Board consists of at least 7 Directors all of whom are PAC members, have contributed to the PAC in the current year and have been appointed by the Board of Directors of the Greater Topeka Chamber of Commerce. The Chamber Board will make its appointments to the PAC Board with the goal of ensuring local industry sectors are reasonably represented on the PAC Board. Two of the PAC Board positions are reserved for small business owners (50 or fewer employees). The Chamber Board may in its discretion appoint one or more non-voting members to the PAC Board whose input is deemed valuable owing to their engagement in the community or unique industry representation but whose internal policies preclude them from contributing to the PAC.
2.3 Independence. No more than two PAC Board members may simultaneously serve on any other Partnership Board (i.e the Chamber Board, DTI Board, Go Topeka Board or VTI Board) or the GTP Chair’s Council and no person serving in such simultaneous directorships may serve as Chair of the PAC Board.
2.4 Terms. PAC Directors serve three-year terms unless an individual is appointed to fulfill an unexpired term. The PAC Board is divided as equally as possible into three groups to ensure that in any given year the terms of approximately one-third of the Directors are subject to expiration. PAC Directors shall not serve for more than two (2) consecutive three-year terms.
2.5 Selection. Each year the Chamber Board shall select and secure acceptance from candidates for PAC Director positions expiring at the end of that calendar year. Any individual or firm contributing more than $5,000 to the PAC annually automatically becomes eligible for consideration as a PAC Director; provided that such Director shall have equal voting rights to all other Directors. Newly appointed PAC Board members shall assume their roles effective on January 1 immediately following their appointment.
2.6 Vacancies. Vacancies on the PAC Board may be filled by appointment of the PAC Chair, subject to ratification by the Chamber Board of Directors.
2.7 Removal. A PAC Director may be removed for cause, at any time, by a majority vote of the other PAC Directors. “Cause” includes, but is not limited to, missing fifty percent (50%) of the PAC Board meetings or activities during any calendar year. The Chamber Board of Directors shall not have authority to remove any individual PAC Director.
2.5 Frequency and Location of Meetings. The PAC Board shall meet at least annually at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice of the meeting.
2.6 Special Meetings. Special meetings of the PAC Board may be called at any time by the Chair or by any three Directors at such time and place as the requestors may determine.
2.7 Staff Liaison(s). The primary Staff Liaison for the PAC shall be the Chamber President / Senior Vice President of Government Affairs. Such individual shall bear primary responsibility for development, planning and execution of PAC activities and acting as liaison between the PAC and the GTP Shared Services functions (i.e. Marketing, Events, Finance). As an employee of the GTP, such Staff Liaison shall carry-out his or her duties under the sole and exclusive management of the CEO of the GTP. Notwithstanding, the CEO of the GTP will not play any direct role in staffing the PAC Board or participate in any PAC Board deliberations. No person in the employ of the GTP may serve on the PAC Board.
SECTION THREE – OFFICERS
3.1 Officers. The Officers of the PAC Board shall be a Chair, ChairElect, Treasurer (who may be the Staff Liaison) and Immediate Past Chair, each of whom shall be responsible for performing such duties as customarily appertain to their respective offices. In particular, the Treasurer bears official responsibility for overseeing the financial affairs of the PAC, including compliance and reporting to applicable stage agencies. Each Officer shall serve for a two-year term. Only PAC Directors are eligible to serve as Officers. No person shall be eligible to serve as Chair-Elect unless they have been a member of the PAC Board for at least one year.
3.2 Selecting the Chair-Elect. (a) On or before August 1 of the second year of any Chair-Elect’s term, the PAC Board shall convene to consider candidates for the Chair-Elect to serve beginning in the next calendar year. The PAC Board will recommend at least one nominee to the Chair of the Chamber Board of Directors, who shall consider all eligible candidates and appoint the Chair-Elect by October 1 of that year.
3.6 Removal of Officer. Any Officer not fulfilling his/her duties, may be removed from office by a vote of a majority of the members of the PAC Board.
SECTION 4 – COMMITTEES AND TASK FORCES
The PAC Chair or the PAC Board may designate one or more committees or task forces consisting of Directors and other interested parties to carry-out such duties as may be deemed necessary, appropriate and reasonable. The Chair shall designate the leadership of such committees. The Chair or Board may likewise disband any committee or task force created pursuant to this provision.
Section 5 – Policies Regarding Conduct of the PAC
The following statements provide guidance to PAC Board members regarding the conduct of the PAC. They are to be followed in the PAC Board’s discretion:
• The PAC will not ordinarily participate in local primaries. It could take part in state level primaries.
• Only in extraordinary situations would the PAC support a challenger for an occupied seat; it would ordinarily either support incumbents or stay out of that race.
• The PAC will not ordinarily contribute to uncontested candidates or races which are not, realistically speaking, in doubt.
• The PAC could choose to contribute to a winning candidate after the race.
• For local races, the PAC will work to schedule face-to-face interviews with each candidate. A sub-group of the PAC Board and potentially other PAC members will conduct the interviews based upon an approved set of questions designed to ascertain the candidates’ alignment with Chamber policy objectives. The sub-group will present their findings to the full PAC Board and, upon deliberation, the PAC Board will decide which candidates to endorse, support and/or which races to stay out of.
• For state races, the PAC, in conjunction with the Chamber, may begin tracking votes of incumbents and comparing those to a scorecard based on the Chamber’s legislative priorities. Any incumbent scoring above an agreed upon percentage on the scorecard would be eligible to receive the PAC’s endorsement: a letter to the candidate which they could then use in their campaign literature. The GTP would also publish a list of the candidates the PAC had endorsed. The PAC could decide to interview candidates for the same open state legislative seat in a manner similar to that described for local races.
• Not every candidate the PAC endorses will necessarily also receive funding from the PAC. The amount of monetary support, if any, an endorsed candidate receives will be a function of available PAC funds and the number of candidates to whom the PAC intends to contribute in that race; the goal being that all endorsed candidates facing a realistic challenger would receive a similar amount of financial support from the PAC.
• Under some circumstances, the PAC might elect not to endorse or contribute to a given candidate even though that individual was deemed to be favorable. The PAC could arrange a gathering of likeminded individuals who wished to meet with such a candidate and, perhaps, make a contribution of their own. No support of any type will be provided to a candidate who has not been vetted through a consistent, transparent and defensible process.
Section 6 – Miscellaneous
6.1 Finance. The books and records of the GTCC PAC will be kept separately from any other funds of the Greater Topeka Partnership or the Chamber. Expenditures and campaign contributions from the PAC will be made only from the separate PAC fund and no other source.
6.2 Amendments to Guidelines. These Operating Guidelines may be amended upon a two-thirds (2/3) majority vote of the PAC Board at a regularly scheduled meeting or a special meeting called for the purpose of amending the Guidelines. Amendments approved by the PAC Board shall, subject to ratification by the Chamber Board of Directors, become effective immediately or as otherwise provided by the amendment.
SMALL BUSINESS COUNCIL
PURPOSE
The purpose of the SBC is to advance the economic prosperity of small businesses in Shawnee County by providing targeted communication, education, advocacy and opportunities for them to connect.
2025 EXECUTIVE COMMITTEE
Chair
Amanda Lewis Thompson Coldwell Banker American Home
2025 SMALL BUSINESS COUNCIL
ELECTED DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Beth Anne Branden Built Solutions, LLC
Adam Rosdahl Norseman Brewing Company
Tami Cortez Cortez Transportation Company
Brady Franklin Endeavor Private Wealth
Kathleen Urbom Urbom Law Offices
Ariel Unselt Chinells Wedding Florals
TBD
(TERM EXPIRES DECEMBER 31, 2026)
Mark McCabe Century Business Technologies
Kaylee Champagne FORGE
Bobby Santacroe Bobby’s Food Co
Amanda Lewis Thompson Coldwell Banker
Shelby Irick The Beacon
Yvonne Guy Farmers Union Midwest Agency
Kelly Schuster The Linen Tree
(TERM EXPIRES DECEMBER 31, 2027)
Samatha Hill H&H Designs
Staci Williams Petland
Loni Foster The Mix
Carmen Romero Nichols La Creperie Co
DIRECTORS BY VIRTUE OF POSITION HELD
Jessica Horton Kansas SBDC at Washburn University
Richard Faulkner City of Topeka
Michael Odupitan Omni Circle Group
Jennifer Kirmse Community National Bank
Matt Pivarnik Greater Topeka Partnership
Molly Howey Greater Topeka Partnership
Stephanie Moran Greater Topeka Partnership
Stephanie Norwood Greater Topeka Partnership
Juliet Abdel Greater Topeka Partnership
Erin Young Greater Topeka Partnership
These Operating Guidelines describe the purpose and structure of the Greater Topeka Partnership’s Small Business Council (“SBC”) and provide basic procedures for the conduct of the group’s activities.
SECTION ONE – GENERAL
1.1 Purpose. The purpose of the SBC is to advance the economic prosperity of small businesses in Shawnee County by providing targeted education, advocacy and opportunities for them to connect.
1.2 Relationship to GO Topeka & Greater Topeka Partnership. The SBC is a council of Go Topeka and will work within the procedures and guidelines of Go Topeka. GO Topeka is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c) (6) of the Internal Revenue Code. As such, GO Topeka coordinates its activities and councils with those of the other GTP partners, avails itself of the unified management structure and shared services which the GTP provides and participates in the GTP’s consolidated budgeting, finance and administrative processes.
SECTION TWO – SMALL BUSINESS COUNCIL
2.1 General. The Small Business Council will consist of up to 21 Elected Directors and additional Directors by Virtue of Position Held. Elected Directors must be an owner of a bona-fide business entity which (i) conducts its business primarily in Shawnee County, Kansas (ii) is a member in good standing of the GTP and (iii) has more than 1 but fewer than ninety-nine (99) employees shall be eligible. Elected Directors shall serve three-year terms, unless an individual is appointed to fulfill an unexpired term. The Elected Directors shall be divided as equally as possible into three groups to ensure that in any given year the terms of approximately one-third of the Directors is subject to expiration. Elected Directors shall not serve for more than two (2) consecutive three-year terms.
2.2 Directors by Virtue of Position Held. The Council shall also include such Directors by Virtue of Position Held as the Executive Committee deems desirable. Directors by Virtue of Position Held is considered valuable because they represent other community stakeholders playing a role which is relevant to the SBC’s purpose.
2.3 Election or Appointment of Council Members. The Nominating Committee (Section 4.2) shall select and secure acceptance from candidates for Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Council and shall be voted upon at a regularly-scheduled meeting occurring before October and shall be subject to ratification by the GO Topeka President. The newly elected council members shall be installed at the last board meeting of the year in which they were elected and they shall assume their roles effective on the January 1 immediately following their installation.
or one of them has left the Council. Direct Competitors sell similar products or services in the same category. By way of example, two restaurants may both serve prepared food for on-site consumption by customers, but that alone does not make them Direct Competitors. Two restaurants serving sub sandwiches to a lunchtime clientele probably are Director Competitors. The intent is to have representation from a variety of business backgrounds.
2.4 Vacancies. Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the existing council.
2.5 Removal. The Council may, at any time, by a majority vote of those entitled to vote, remove any Director with cause, which shall include, but not be limited to, missing fifty percent (50%) of the council meetings during any calendar year, is not longer a good standing member of the GTP, or conduct which the Council determines to be unethical or unbecoming of an SBC Council Member.
2.6 Frequency and Location of Meetings. The Small Business Council will meet at a regularly scheduled time and day on a bimonthly basis at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice of the meeting.
2.7 Special Meetings. Special meetings of the Council may be called at any time by the Chair or by any three Directors at such time and place as the requestors may determine.
2.8 Staff Liaison(s). Primary responsibility for development, planning and execution of SBC activities shall lie with employees of the GTP, acting under the sole and exclusive management of the CEO of the GTP. Such staff shall also function as liaison between the SBC and the GTP Shared Services functions (i.e. Marketing, Events, Finance). The primary Staff Liaisons shall be the President of GO Topeka and the GTP’s Director for Entrepreneurship & Small Business.
2.9 Quorum. For all duly convened meetings of the Council, the Council members present shall constitute a quorum. Those Council members present may continue to do business until adjournment, notwithstanding the earlier departure of some Council members.
SECTION THREE – OFFICERS
3.1 Officers. The Officers of the SBC shall be a Chair, Chair-Elect and Immediate Past Chair. Each Officer shall serve for a one-year term. In addition to serving on the Executive Committee and fulfilling the duties set forth below, every Officer is expected to work with the Staff Liaison to recruit new SBC members, build community partnerships, attend as many SBC events as possible and actively promote the SBC. Only Elected Directors are eligible to serve as Officers.
2.3.1 Members Who are Direct Competitors. If a member nominated for election to the Council is a Direct Competitor of another current Council member, such nominee shall be ineligible for election unless and until the existing Direct Competitor consents to such election
3.2 Chair. The Chair shall: (1) preside at all meetings of the Council and Executive Committee and general gatherings of the SBC members; (2) serve on the Board and Executive Committee of the Greater Topeka Chamber of Commerce; and (3) interface regularly with the Staff Liaison.
3.3 Chair-Elect. The Chair-Elect shall assist the Chair in the Chair’s responsibilities and preside in the Chair’s absence at any SBC gathering. In the event the Chair becomes vacant, the Chair-Elect shall assume such position.
3.4 Immediate Past Chair. The Immediate Past Chair shall participate as a member of the Executive Committee and provide historical perspective on the SBC
3.5 Selecting the Chair-Elect.
(a) On or before August 1, the Nominating Committee shall convene to consider candidates for the Chair-Elect to serve in the next calendar year. No person shall be eligible to serve as ChairElect unless they have been a member of the SBC for at least one year.
(b) On or before September 1, the Nominating Committee shall recommend at least one nominee to the Executive Committee, which shall consider approval of such nominees for presentation to the full Council. On or before October 1, the Council, following consideration of the nominees so presented and such other nominees as may be proffered at that Council meeting, shall elect the Chair-Elect. Such election shall be subject to ratification by the CEO of the GTP.
(c) In the event the Executive Committee does not approve one or more of the candidates recommended by the Nominating Committee or the CEO of the GTP does not ratify the Council’s decision, the Executive Committee shall proceed with all due haste to identify and present an alternative candidate to the Council and the CEO of the GTP in order that the new Chair-Elect may be seated by January 1 of the coming year.
3.6 Removal of Officer. Any Officer not fulfilling his/her duties, may be removed from office by a vote of a majority of the members of the Council.
SECTION 4 – COMMITTEES AND TASK FORCES
4.1 Committees. The Chair or the Directors may designate one or more committees, each committee to consist of Directors, officers and/or other interested parties, and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable. The Chair shall designate the leadership of such committees. The Chair or Directors may likewise disband any committee they have created pursuant to this provision.
4.2 Standing Committees. The following shall be standing committees of the Council:
Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to three (3) Elected Directors who are not standing for re-election shall be appointed by the Chair by the end of the first quarter of each calendar year, subject to ratification by the Executive Committee.
4.3 Task Forces. The Chair or the Directors may likewise designate one or more task forces to research, develop or carry-out such temporary or time-bound projects as either deems necessary and may delegate to such task force authority as the Chair or Directors deem appropriate and reasonable. The Chair shall designate the leadership of such task forces. The Chair or Directors may likewise disband any task force they have created pursuant to this provision.
SECTION 5 – MISCELLANEOUS
5.1 Amendments to Guidelines. The Operating Guidelines may be amended upon a two-thirds (2/3) majority vote of the Council at a regularly scheduled meeting or a special meeting called for the purpose of amending the Guidelines. Amendments approved by the Council shall become effective immediately or as otherwise provided by the amendment.
VISION
Youth engaging adults in partnership to transform our community for the greater good of all.
We, The Topeka Youth Commission devote ourselves to the following core values:
VOICE: Providing the youth of Topeka with a platform to effectively communicate our outlook and stance on issues in our community.
DIVERSE PERSPECTIVE: To bring together Topeka youth of all backgrounds to engage in discussions which include perspectives from various viewpoints.
COMMUNITY INVESTMENT: Finding and retaining young talent from within Topeka, shaping a culture of giving back, and raising awareness of opportunities existing within the community in order to encourage youth to embrace Topeka.
GOAL
A broad and diverse youth commission engaging adults to provide a voice for youth in the decisions and policies of government agencies, schools and community organizations affecting the lives of young people.
PURPOSE
1. Creating and influencing positive policy changes, making Shawnee County & the greater City of Topeka a better place for youth.
2. Involving the youth of Shawnee County & the greater City of Topeka in the decisions that shape their lives.
3. Bringing youth and adults together and improving youth-adult partnerships through training, mentoring, support and technical assistance.
Section 1. Name. The name of this organization is Greater Topeka Youth Partnership Commission, an unincorporated association, hereafter referred to as the Commission.
Section 2. Origin. A resolution in support of formation of the Commission was unanimously passed by the Shawnee County, Kansas, County Commission on January 10, 2019, Shawnee County Resolution No. 2019-2. The goals and aspirations of the Commission are also supported by the governing body of the City of Topeka.
Section 3. Purpose. The Commission shall be a vehicle to provide community-wide opportunities in the areas of local government, outreach, and civic involvement for young citizens of Topeka and Shawnee County, Kansas to express opinions, be involved in planning and decision-making, build skills, experience and confidence, and to create leadership opportunities in partnership with adults that influence decision-making to make a positive difference and build an overall better community.
ARTICLE II: MEMBERSHIP
Section 1. Founding Members. There shall be not less than three founding members who adopt these bylaws by affixing their names hereto. Founding members shall meet all requirements of this Article II, other than selection by other members.
Section 2. Composition of the Commission. Commission membership is comprised of youth members who involve fellow youths in policy-making and participation in projects that have long-term positive impacts on the City of Topeka and Shawnee County. The Commission is comprised of a minimum of five (5), including founding members. The Commission shall ensure broad member diversity, including without limitation, racial, socioeconomic, gender, cultural, and educational.
Section 3. Member Qualifications.
A. Members should be chosen who represent all educational settings (e.g. public, private, homeschooler, alternative education, etc.) to the greatest extent possible;
B. Each member shall be at least fourteen (high school freshman or equivalent) and no older than twenty-two years of age when selected; and
C. Each member must be a permanent or temporary resident of Topeka or Shawnee County during his or her service on the Commission.
Section 4. Adult Advisors. At least one adult may act in an advisory capacity to the Commission, but shall not be entitled to vote. Other entities that support the purposes of the Commission may nominate adult advisors for consideration for approval by members of the Commission.
Section 5. Approval by Members. All potential Commission members shall be selected by existing members through an application process. A Nominating Committee appointed by the Chair will review applications to recommend finalists for consideration and vote by the full membership, which may delegate such determination to the Executive Committee for such period of time as specified in the motion to delegate.
Section 6. Terms. Founding members shall serve an initial two-year term. Other initial members selected after adoption of these bylaws by the founding members shall be divided into two classes by alternation with the number of members in each class being as nearly equal as possible; the term of office of those of the first class shall expire at the annual meeting next ensuing; of the second class one year thereafter. At each annual election held after such initial classification and election, members for each class shall be chosen for a full term of two years, to succeed those whose terms expire.
Thereafter members shall serve two-year terms unless selected to serve out the term of a member who did not complete a term. Members may serve additional consecutive terms if approved pursuant to Article II, Section 5, as long as they qualify pursuant to these bylaws.
Section 7. Vacancies/Removal.
A. Vacancies/removal will occur when a member:
i. Resigns or is otherwise incapable of serving on the Commission;
ii. No longer meets the criteria under which they were appointed; or
iii. When the majority of the Commission or of the Executive Committee determines removal is in the best interest of the Commission. A decision by the Executive Committee to remove a member may be overridden by the vote of a majority of members of the Commission, the vote of the member in question not being counted.
B. Vacancies on the Commission shall be filled pursuant to the requirements and procedures of this Article II.
ARTICLE III: OFFICERS
Section
1. Elections.
A. The elected officers of the Commission are the Chair, Vice-Chair, Treasurer, and Secretary. Committee chairs, elected officers and any duly-elected at-large members shall comprise the Executive Committee.
B. The annual meeting will be held in the third month of the calendar year. Officer elections will be held in the month directly following. Members will elect officers from the full membership to serve for a one-year term. No officer shall hold the same position for more than two consecutive terms.
C. Other than officers and committee chairs, nominations for atlarge members of the Executive Committee, if any, may be submitted by the Nominating Committee for a vote by the full membership.
D. For purposes of choosing officers and members of the Executive Committee, those individuals receiving a majority of votes of all members shall be elected.
E. Votes will first be taken for the Chair, then Vice-Chair, followed by the Treasurer, then Secretary.
Section 2. Duties of Officers.
A. The duties of the Chair shall be to:
i. Preside at all meetings of Commission members, and call and preside at meetings of the Executive Committee;
ii. Call special meetings of the members, when necessary;
iii. Prepare proposed meeting agendas;
iv. Serve as ex-officio member of committees and subcommittees, and
v. Appoint the chairs and members of standing committees, and of ad-hoc committees or task forces to address specific issues.
B. The duties of the Vice-Chair shall be to:
i. Perform the duties and exercise the power of the Chair during the absence of the Chair;
ii. Assist the Chair and other Officers as required, and
iii. Provide an update to members who missed meetings.
C. The duties of the Treasurer shall be to:
i. Prepare an annual budget;
ii. Report on all expenditures and receipts of the Commission;
iii. Research and report on grant opportunities;
iv. Oversee grant applications and reporting, and
v. Provide a financial report at every meeting.
D. The duties of the Secretary shall be to:
i. Record all meeting minutes;
ii. Track member attendance;
iii. Maintain membership lengths and term expirations, and
iv. Assist with elections, ballot preparation, etc.
E. In the absence of the Chair and Vice-Chair, the Treasurer or Secretary will preside over the meeting and, while acting as Chair, will be invested with all the authority and duties of the Chair.
ARTICLE IV: MEETINGS OF THE MEMBERS
Section 1. Public. Meetings of members of the Commission shall be open to the public. Meetings will be documented and minutes will be public record.
Section 2. Annual Meeting. The annual meeting of members of the Commission will be on a date and at a time and place to be determined and publicized by the Executive Committee at least one month in advance.
Section 3. Regular Meetings. The date, time, and place of regular member meetings will be decided by the members at the annual meeting.
Section 4. Special Meetings. The Chair, or any three members of the Executive Committee, may call a special meeting of members at any time upon at least five days prior notice to each member stating the date, time and place of the meeting and the subject(s) to be taken up at such meeting.
Section 5. Quorum. A quorum shall consist of a majority of the members. A quorum is required to convene a meeting and to conduct business at a meeting.
ARTICLE V: AMENDMENT OF BYLAWS
These bylaws may be amended at any meeting with an affirmative vote of the majority of the members, provided the proposed amendment has
been circulated to all members at least five days prior to the meeting.
ARTICLE VI: CODE OF ETHICAL CONDUCT
Section 1. Standards of Conduct. Members of the Greater Topeka Youth Partnership Commission (TYC) have a responsibility to conduct themselves responsibly and ethically when representing the TYC and to work to enhance the TYC’s public image. To this end, each TYC member will:
A. Act honestly and in good faith with a view to the best interests of the TYC;
B. Refrain from rude, disreputable, immoral or indecent behavior, which might be viewed unfavorably by current or potential members, visitors, or by the public at large;
C. Keep confidential information obtained in the course of TYC activities;
D. Not knowingly take advantage of, or personally benefit from, non-public information obtained in the course of TYC activities;
E. Refrain from voting on any issue in which the member has a financial interest and/or personal interest and disclose such interest to the other members;
F. Champion decisions reached by the TYC whether or not such member supported such decision during the group’s deliberations; and
G. When posting on Social Media, whether or not the online outlet is associated with the TYC or the Greater Topeka Partnership (GTP), to:
i. Be reasonable, fair, courteous, honest and accurate and promptly correct any known errors in previous posts;
ii. Never claim to be communicating on behalf of the TYC or the GTP unless expressly authorized to do so.
Section 2. Failure to Comply. Any member who fails to comply with this Code of Ethical Conduct, will first be notified of such failure and given an opportunity to cure it.
If such failure persists or a pattern of disregard for this Code of Ethical Conduct is evident, the leadership of the TYC may terminate that member’s rights and privileges as a TYC member.
Originally adopted on the 5th day of February, 2019 and amended this 23rd day of August, 2021 by a majority of the Members at a meeting duly-convened and at which a quorum was present and voting.
MISSION
Leadership Greater Topeka challenges and motivates acknowledged and aspiring leaders by teaching adaptive leadership competencies through information, dialogue and hands-on experience, so participants are better prepared to strengthen and transform our communities in Topeka and Shawnee County.
VISION
Our community leverages adaptive leadership to improve the quality of life for all in Topeka and Shawnee County.
2025 LGT ADVISORY COUNCIL
Renee Franklin Chair Deborah Stanton Past Chair
Jennifer Goetz, Lauran Edelman
Planning Co-Chairs
Lance Royer
Selection Chair
Katie Beach, Jessica Savard Alumni Co-Chairs
LGT Representatives
Damon Shore
Danielle Martin
Sarah Lucero
Renee Franklin
Karina Dixon
Adrian Revels
Marisol Marcelo
Jovy George
Marcus Miller
Sarah Lundry
Lauren Edelman
Katie Beach
Jessica Savard
Jennifer Goetz
Stephanie Norwood
GOVERNING PROVISIONS
I. BOARD OF ADVISORS
A. Number, Qualification and Term. (i) The business and affairs of Leadership Greater Topeka
{LGT) shall be overseen by a Board of Advisors, the minimum number of which shall be twelve {12) and the maximum number of which shall be twenty one (21). Only graduates of the LGT program are eligible to serve on the Board of Advisors. The Board of Advisors shall be made up of:
a. At least 3 representatives of each of the 3 immediately preceding LGT classes;
b. At least 3 LGT alumni who are not members of any of the 3 immediately preceding LGT classes; and
c. At least 3 LGT alumni who have been appointed by the Chair because of their proven long-term involvement with and support of the LGT program
B. (ii) The length of the term of Advisors, except appointed Advisors, shall be three years unless an individual is appointed to fulfill an unexpired term. Appointed Advisors shall serve for oneyear terms. The Advisors shall hold office for the length of their term or until their successors shall have been elected and shall qualify; however, no provision of this section shall be restrictive upon the right to remove Advisors as is hereinafter provided. Advisors shall not serve for more than two (2) consecutive three-year terms. Notwithstanding the foregoing, representatives of the Class of 2016 shall serve for one-year terms and representatives of the Class of 2017 shall serve for two-year terms.
C. Election or Appointment of Advisors. The Nominating Committee shall select and secure acceptance from candidates for Advisor positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the Board of Advisors for approval during the Fall. At the meeting when the slate is presented, Advisors present may make nominations from the floor. The newly elected Advisors shall be installed at the December meeting of the Board of Advisors first following their election and they shall assume all the powers previously vested in their predecessors effective on January 1 immediately following such December meeting.
D. Vacancies. Vacancies on the Board of Advisors may be filled by appointment of the Chair, subject to ratification by the Board. A vacancy on the Board of Advisors shall be deemed to exist in case of the death, resignation or removal of any Advisor, or if the Authorized number of Advisors is increased, or if any Advisor or Advisors elected shall refuse to serve.
The Advisors may, at any time, by a majority vote of those entitled to vote, remove any Advisor with cause. Cause shall include, but not be limited to, missing fifty percent (50%) of the meetings during any calendar year or failing to abide by any ethical practices criteria adopted by the Board.
E. Place and Notice of Board Meetings. The meetings of the Board shall be held at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice or waiver of notice of the meeting, which such notice may be given in person, by mail or by electronic mail.
F. Quorum. A quorum of all meetings of the Board of Advisors shall consist of a majority of the whole Board. Less than a quorum may adjourn the meeting successively until a quorum is present and no notice of adjournment shall be required. Whenever corporate action is to be taken by vote of the Advisors, it shall by a majority of the votes cast at a valid meeting of Advisors entitled to vote thereon.
G. Special Meetings. Special meetings of the Board of Advisors may be called at any time by the Chair or by any three Advisors so requesting the meeting. Special meetings of the Board may be held at any time that all Advisors are present in person. Unless specifically required by these provisions, neither the business to be transacted at nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
H. Compensation. Advisors shall serve without compensation for their services and status as Advisors, but in the event of an extraordinary expense incurred by any Advisor, the Board, at its discretion, may direct the Greater Topeka Partnership to reimburse such expense. Nothing herein shall preclude an Advisor, who is also an employee of the Greater Topeka Partnership, from being compensated for his or her services as an employee of the Partnership.
I. Removal of Advisors. The Board, by a majority vote of all of the Advisors, may declare vacant the office of an Advisor who is removed for cause. “Cause” shall mean any action or inaction which, in the sole discretion of the Board, materially and adversely affects or may affect the Greater Topeka Partnership or if such Advisor is declared of unsound mind by an order of the court or is convicted of a felony.
J. Waiver of Notice. Whenever any notice is required to be given under these provisions, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
K. Attendance by Tele-Conference. Advisors may participate in meetings of the Board or any committee by means of telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in such manner shall constitute attendance at such meeting.
L. Action Without A Meeting. Nothing in these provisions shall be construed so as to prevent any action required or permitted to be taken at a regular or special meeting of the Board, to be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Advisors entitled to vote with respect to the subject matter thereof.
II. OFFICERS
A. Election. The Advisors at their first regular meeting of each calendar year, shall elect a Chair-Elect, a Selection Chair, a Planning Chair and, if desired, one or more additional officers. The officers elected at such meeting shall assume their roles immediately. The Executive Director of LGT and the immediate past Chair shall also be officers. Any number of offices may be held by the same person. Only individuals serving on the Board of Advisors may serve as officers.
B. Duties and Powers. All officers of LGT shall respectively exercise and perform such powers, duties, and functions as are provided by law and as are generally exercised by officers in corporate affairs, and as may be directed by the Advisors, specifically excluding the authority to execute instruments in the
name of or on behalf of LGT, the Greater Topeka Partnership or any of its Partner entities.
C. Compensation. The officers shall serve without compensation for their services and status as Advisors, but the Greater Topeka Partnership may reimburse reasonable expenses incurred on its behalf. Nothing herein shall preclude an officer, who is also an employee of the Partnership, from being compensated for his or her services as an employee of the Partnership.
D. Delegation of Duties. In the event of absence or inability of any officer to act, the Advisors may delegate the power or duties of such officer to any other officer or Advisor whom they may select.
E. Bond. The Advisors may, in their discretion, require any officer before entering upon his or her duties to furnish a bond in such amount and with such sureties as may be determined by the Advisors.
F. Term and Removal. The term of each office shall be one (1) year. The Chair of the Board shall serve no more than two (2) consecutive terms in office. Each elected officer shall hold office until his or her successor is chosen and qualified, or until he or she resigns or is removed by the Advisors, whichever occurs first. Any officer may be removed by the Advisors at a meeting called for that purpose whenever in their judgment the best interests of LGT or the Greater Topeka Partnership will be served thereby.
Ill. COMMITTEES
A. General. The Advisors may designate, by resolution passed by a majority of the whole Board, one or more committees, each committee to consist of Advisors, officers and/or other interested parties. The Advisors may delegate to a committee such authority as the Advisors deem appropriate and reasonable.
B. Standing Committees. The following shall be standing committees of the Board of Advisors, members of which shall be appointed each year at or before the first annual organizational meeting of the Board of Advisors:
i. Advisory Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and at least three Advisors who are not standing for re election. The Nominating Committee shall be tasked with identifying candidates for positions on the Board of Advisors as described elsewhere herein.
ii. Program Selection Committee. A Selection Committee consisting of the Selection Chair, the Board Chair and Chairelect and such additional number of Advisors as the Selection Chair and the Board Chair shall deem appropriate. The Selection Committee shall be tasked with planning and executing the process whereby each year’s LGT Class is selected.
iii. Program Planning Committee. A Planning Committee consisting of the Planning Chair and such additional number of Advisors as the Planning Chair and the Board Chair shall deem appropriate. The Planning Committee shall be tasked with providing consult and assistance in planning the program sessions.
iv. Alumni Committee. An Alumni Committee consisting of the Alumni chair and such additional number of LGT Alumni committee members as the Advisory Chair and Board Chair shall deem appropriate. The Alumni Committee shall be tasked with providing consult and assistance toward planning and developing Alumni opportunities.
IV. INDEMNIFICATION
A. General. The Greater Topeka Partnership shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Greater Topeka Partnership, by reason of the fact that such person is or was an Advisor of LGT, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of LGT or the Greater Topeka Partnership; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
B. No Presumption. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of LGT or the Greater Topeka Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
C.Expenses. {i) To the extent that an Advisor, officer, employee or agent of the Greater Topeka Partnership has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1, or in defense of any claim, issue or matter therein, such Advisor, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(ii) Expenses incurred by an Advisor, agent or officer in defending a civil or criminal action, suit or proceeding may be paid by the Greater Topeka Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Advisor, agent or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Greater Topeka Partnership as authorized by this section. Such expenses incurred by employees may be so paid upon such terms and conditions, if any, as the Chair’s Council of the Greater Topeka Partnership deems appropriate.
D.Authorization. Any indemnification under Section 7.1, unless ordered by a court, shall be made by the Greater Topeka Partnership only as authorized in the specific case upon a determination that indemnification of the Advisor, officer, employee or agent is proper in the circumstances because such Advisor, officer, employee or agent has met the applicable standard of conduct set forth in Section 7.1. Such determination shall be made (1) by the Chair’s Council of the Greater Topeka Partnership by a majority vote of a quorum consisting of Council members who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Council members so directs, by independent legal counsel in a written opinion.
E.Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to these provisions shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law or agreement, both as to action in a person’s official capacity and as to action in another capacity while holding such office.
F.Insurance. The Greater Topeka Partnership shall purchase and maintain, directly or through its general liability insurance, insurance on behalf of any person who is or was an Advisor, officer, employee or agent of the Greater Topeka Partnership, whether or not the Greater Topeka Partnership would have the power to indemnify such person against such liability under these provisions.
G.Continuing Effect. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an Advisor, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
V. FINANCE
LGT is a program of the Greater Topeka Partnership. As such, its finances are subject to the policies and procedures of the Greater Topeka Partnership. Expenditures pertaining to LGT shall only be as authorized by the Executive Director in accordance with the annual budget set by such Executive Director in conjunction with GTP management. No Advisor shall have authority to make expenditures or incur obligations on behalf of LGT.
CERTIFICATION
The foregoing Governing Provisions were adopted by the initial members of the LGT
Innovation & Entrepreneurship
MISSION
To enable entrepreneurial success by creating an environment that fosters innovation, collaboration and confidence for the benefit of The Capital Region.
VISION
The Capital Region is among the most creative, opportunity-filled and competitive havens in the MidWest for entrepreneurs and startup ventures.
Incoming Chair
Joe Caldwell Bartlett and West
Immediate Past Chair
Mark Ruelle Evergy
INNOVATION ADVISORY BOARD
ELECTED DIRECTORS
(TERM EXPIRES DECEMBER 31, 2025)
Mark Ruelle Retired - Evergy
David Baloga Hills Pet Nutrition
Jean Younger Retired - SBG
(TERM EXPIRES DECEMBER 31, 2026)
Joe Caldwell Bartlett & West
Mark Majors Gaia Ag
Sean O’Donoghue Security Benefit
(TERM EXPIRES DECEMBER 31, 2027)
Joel Kriss KBS Constructors
Cole Ahlvers NQV8
Chris Haverkamp Global Grain
Dr. Keith DeDonder Latham BioPharm
DIRECTORS BY VIRTUE OF POSITION HELD
Matt Pivarnik Greater Topeka Partnership
Molly Howey Greater Topeka Partnership
Stephanie Moran Greater Topeka Partnership
Lindsay Lebahn Plug and Play
OPERATING GUIDELINES
These Operating Guidelines describe the purpose and structure of the Greater Topeka Partnership’s Innovation Advisory Board (“IAB”) and provide basic procedures for the conduct of the group’s activities.
SECTION ONE – GENERAL
1.1 Purpose. The purpose of the IAB is to enable entrepreneurial success by creating an environment that fosters innovation, collaboration, and confidence for the benefit of the Capital Region.
1.2 Relationship to Go Topeka, Inc. and the Greater Topeka Partnership. The IAB is a council of Go Topeka, Inc. and its actions are subject to approval by the Go Topeka Board of Directors. The Go Topeka Board of Directors may modify or dissolve the IAB, at its discretion. Go Topeka, Inc. is, in turn, a Partner entity within the Greater Topeka Partnership (GTP). The GTP is a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. The GTP’s councils work within the procedures and guidelines established by the GTP, avail themselves of the GTP’s unified management structure and shared services and participate in the GTP’s consolidated budgeting, finance and administrative processes.
SECTION TWO – GOVERNANCE
2.1 General. The IAB shall consist of up to 9 Appointed Advisors and Advisors by Virtue of Position Held. Appointed Advisors must be Members of the IAB. Appointed Advisors shall serve three-year terms unless an individual is appointed to fulfill an unexpired term. The Appointed Advisors shall be divided as equally as possible into three groups to ensure that in any given year the terms of approximately onethird of the Advisors are subject to expiration. (See Exhibit A - Model Board Composition.) Appointed Advisors shall not serve for more than two (2) consecutive three-year terms.
2.2 Election or Appointment of Advisory Board Members. The Nominating Committee (Section 4.2(b)) shall select and secure acceptance from candidates for Advisor positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full IAB and shall be voted upon at a regularly-scheduled meeting occurring before October and shall be subject to ratification by the Go Topeka Board of Directors. The newly elected IAB members shall be installed at the last advisory board meeting of the year in which they were elected and they shall assume their roles effective on the January 1 immediately following their installation.
2.3 Vacancies. Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee.
2.4 Removal. The Executive Committee may, at any time, by a majority vote of those entitled to vote, remove any Advisor with cause, which shall include, but not be limited to, missing fifty percent (50%) of the IAB meetings during any calendar year.
2.5 Frequency and Location of Meetings. The IAB shall meet at least quarterly at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice of the meeting.
2.6 Special Meetings. Special meetings of the IAB may be called at any time by the Chair or by any three Advisors at such time and place as the requestors may determine.
2.7 Staff Liaison(s). Primary responsibility for development, planning and execution of IAB activities shall lie with employees of the GTP, acting under the sole and exclusive management of the President of GO Topeka. Such staff shall also function as liaison between the IAB and the GTP Shared Services functions (i.e. Marketing, Events, Finance). The primary Staff Liaison shall be the Senior Vice President for Innovation.
2.8 Quorum. For all duly convened meetings of the IAB, a majority of the current members shall constitute a quorum. Those IAB members present may continue to do business until adjournment, notwithstanding the earlier departure of some members.
SECTION THREE – OFFICERS
3.1 Officers. The Officers of the IAB shall be a Chair, Chair-Elect and Immediate Past Chair. Each Officer shall serve for a one-year term. In addition to serving on the Executive Committee and fulfilling the duties set forth below, every Officer is expected to work with the Staff Liaison to recruit new IAB members, build community partnerships, attend as many IAB events as possible and actively promote the IAB. Only Appointed Advisors are eligible to serve as Officers.
3.2 Chair. The Chair shall: (1) preside at all meetings of the IAB and Executive Committee; (2) serve on the Board of the Go Topeka; and (3) interface regularly with the Staff Liaison.
3.3 Chair-Elect. The Chair-Elect shall assist the Chair in the Chair’s responsibilities and preside in the Chair’s absence at any IAB gathering. In the event the Chair becomes vacant, the Chair-Elect shall assume such position.
3.4 Immediate Past Chair. The Immediate Past Chair shall participate as a member of the Executive Committee and provide historical perspective on the IAB
3.5 Selecting
the Chair-Elect.
(a) On or before August 1, the Nominating Committee shall convene to consider candidates for the Chair-Elect to serve in the next calendar year. No person shall be eligible to serve as Chair-Elect unless they have been a member of the IAB for at least one year.
(b) On or before September 1, the Nominating Committee shall recommend at least one nominee to the Executive Committee, which shall consider approval of such nominees for presentation to the full IAB. On or before October 1, the IAB, following consideration of the nominees so presented and such other nominees as may be proffered at that IAB meeting, shall elect the Chair-Elect. Such election shall be subject to ratification by the President of GO Topeka.
(c) In the event the Executive Committee does not approve one or more of the candidates recommended by the Nominating Committee or the President of GO Topeka does not ratify the IAB’s decision, the Executive Committee shall proceed with all due haste to identify and present an alternative candidate to the IAB and the President of GO Topeka in order that the new Chair-Elect may be seated by January 1 of the coming year.
3.6 Removal of Officer. Any Officer not fulfilling his/her duties, may be removed from office by a vote of a majority of the members of the IAB.
SECTION 4 – COMMITTEES AND
4.1 Committees. The Chair or Advisors may designate one or more committees, each committee to consist of officers and/or other interested parties, and may delegate to such committee authority as the Chair or Advisors deem appropriate and reasonable. The Chair shall designate the leadership of such committees. The Chair or Advisors may likewise disband any committee they have created pursuant to this provision.
4.2 Standing Committees. The following shall be standing committees of the IAB:
(a) Executive Committee. An Executive Committee composed of the Officers, the primary Staff Liaison and up to three non-officer IAB members shall be established prior to the commencement of each calendar year and shall have the authority to manage the business and affairs of the IAB between regularly scheduled meetings. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the IAB at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to three (3) Appointed Advisors who are not standing for re-election shall be appointed by the Chair by the end of the first quarter of each calendar year, subject to ratification by the Executive Committee.
4.3 Task Forces. The Chair or the Advisors may likewise designate one or more task forces to research, develop or carry-out such temporary or time-bound projects as either deems necessary and may delegate to such task force authority as the Chair or Advisors deem appropriate and reasonable. The Chair shall designate the leadership of such task forces. The Chair or Advisors may likewise disband any task force they have created pursuant to this provision.
Section 5 – Miscellaneous
5.1 Amendments to Guidelines. These Operating Guidelines may be amended upon a two-thirds (2/3) majority vote of the IAB at a regularly scheduled meeting or a special meeting called for the purpose of amending the Guidelines. Amendments approved by the IAB shall, subject to ratification by the Go Topeka Board of Directors, become effective immediately or as otherwise provided by the amendment.
# 1
(Advisors 1 – 3) Term
Group # 2
2nd (Advisors 4 – 6) Term Term Expires Expires
Group # 3
2nd (Advisors 7-9)
OPERATING GUIDELINES
These Operating Guidelines describe the purpose and structure of the Greater Topeka Chamber of Commerce’s Military Relations Council (“MRC”) and provide basic procedures for the conduct of the group’s activities.
SECTION ONE – GENERAL
1.1 Mission. The mission of the MRC is to grow the positive impact of the military presence in the area on the local and regional economy by planning and executing programs which raise the level of interaction, mutual awareness and appreciation between the military and civilian business communities and providing military and civilians with opportunities to build deeper, mutually beneficial relationships.
1.2 Relationship to Greater Topeka Chamber of Commerce & Greater Topeka Partnership. The MRC is a council of the Greater Topeka Chamber of Commerce and will work within the procedures and guidelines of the Chamber. The Greater Topeka Chamber of Commerce is a partner organization in the Greater Topeka Partnership, Inc. (GTP), a Kansas corporation organized not-for-profit in accordance with Section 501(c)(6) of the Internal Revenue Code. As such, the Greater Topeka Chamber of Commerce coordinates its activities and councils with those of the other GTP partners, avails itself of the unified management structure and shared services which the GTP provides and participates in the GTP’s consolidated budgeting, finance and administrative processes.
1.3 Membership. All members in good standing of the GTP and their employees are eligible to participate as members in MRC activities. Others with an interest in the MRC’s Mission may also participate in certain activities as appropriate.
SECTION TWO – ADVISORY BOARD
2.1 General. The activities of the MRC shall be guided by an Advisory Board consisting of up to 15 Elected Directors and Directors by Virtue of Position Held. Elected Directors must be Members of the MRC. Elected Directors shall serve three year terms, unless an individual is appointed to fulfill an unexpired term. The Elected Directors shall be divided as equally as possible into three classes to ensure that in any given year the terms of approximately one-third of the Directors is subject to expiration. Elected Directors shall not serve for more than two (2) consecutive three-year terms.
2.2 Directors by Virtue of Position Held. The Advisory Board shall also include such Directors by Virtue of Position Held as the Executive Committee deems desirable. Directors by Virtue of Position Held need not be Members of the MRC; their participation on the Advisory Board is considered valuable because they represent other community stakeholders playing a role which is relevant to the MRC’s purpose.
2.3 Election or Appointment of Advisory Board Members. The Nominating Committee (Section 4.2(b)) shall select and secure acceptance from candidates for Director positions expiring at the end of that calendar year. The slate of candidates shall be submitted to the full Advisory Board and shall be voted upon at a regularly-scheduled meeting occurring before October and shall be subject to ratification by the Greater Topeka Chamber of Commerce Board of Directors. The newly elected Advisory Board members shall be installed at the last board meeting of the year in which they were elected and they shall assume their roles effective on the January 1 immediately following their installation.
2.4 Vacancies. Vacancies on the Board may be filled by appointment of the Chair, subject to ratification by the Executive Committee.
2.5 Removal. The Advisory Board may, at any time, by a majority vote of those entitled to vote, remove any Director with cause, which shall include, but not be limited to, missing fifty percent (50%) of the Advisory Board meetings during any calendar year or conduct which the Advisory Board determines to be unethical or unbecoming of an MRC Advisory Board Member.
2.6 Frequency and Location of Meetings. The Advisory Board shall meet at least quarterly at the principal offices of the Greater Topeka Partnership, unless a different place is specified in the notice of the meeting.
2.7 Special Meetings. Special meetings of the Board may be called at any time by the Chair or by any three Directors at such time and place as the requestors may determine.
2.8 Staff Liaison. Primary responsibility for development, planning and execution of MRC activities shall lie with employees of the GTP, acting under the sole and exclusive management of the CEO of the GTP. Such staff shall also function as liaison between the MRC and the GTP Shared Services functions (i.e. Marketing, Events, Finance).
3.1 Officers. The Officers of the MRC Advisory Board shall be a Chair, Chair-Elect and Immediate Past Chair. Each Officer shall serve for a one year term. In addition to serving on the Executive Committee and fulfilling the duties set forth below, every Officer is expected to work with the Staff Liaison to recruit new MRC members, build community partnerships, attend as many MRC events as possible and actively promote the MRC. Only Elected Directors are eligible to serve as Officers.
3.2 Chair. The Chair shall: (1) preside at all meetings of the Advisory Board and Executive Committee and general gatherings of the MRC members; (2) serve on the Board of the Greater Topeka Chamber of Commerce; and (3) interface regularly with the Staff Liaison.
3.3 Chair-Elect. The Chair-Elect shall assist the Chair in the Chair’s responsibilities and preside in the Chair’s absence at any MRC gathering. In the event the Chair becomes vacant, the Chair-Elect shall assume such position.
3.4 Immediate Past Chair. The Immediate Past Chair shall participate as a member of the Executive Committee and provide historical perspective on the MRC
3.5 Selecting the Chair-Elect.
(a) On or before August 1, the Nominating Committee shall convene to consider candidates for the Chair-Elect to serve in the next calendar year. No person shall be eligible to serve as ChairElect unless they have been a member of the MRC for at least one year.
(b) On or before September 1, the Nominating Committee shall recommend at least one nominee to the Executive Committee, which shall consider approval of such nominees for presentation to the full Advisory Board. On or before October 1, the Advisory Board, following consideration of the nominees so presented and such other nominees as may be proffered at that Advisory Board meeting, shall elect the Chair-Elect. Such election shall be subject to ratification by the CEO of the GTP.
(c) In the event the Executive Committee does not approve one or more of the candidates recommended by the Nominating Committee or the CEO of the GTP does not ratify the Advisory Board’s decision, the Executive Committee shall proceed with all due haste to identify and present an alternative candidate to the Advisory Board and the CEO of the GTP in order that the new Chair-Elect may be seated by January 1 of the coming year.
3.6 Removal of Officer. Any Officer not fulfilling his/her duties, may be removed from office by a vote of a majority of the members of the Advisory Board.
SECTION 4 – COMMITTEES AND TASK FORCES
4.1 Committees. The Chair or the Directors may designate one or more committees, each committee to consist of Directors, officers and/or other interested parties, and may delegate to such committee authority as the Chair or Directors deem appropriate and reasonable. The Chair shall designate the leadership of such committees. The Chair or Directors may likewise disband any committee they have created pursuant to this provision.
4.2 Standing Committees. The following shall be standing committees of the Advisory Board:
(a) Executive Committee. An Executive Committee composed of the Officers, the GTP Staff Liaison and up to three non-officer Advisory Board Members shall be established prior to the commencement of each calendar year and shall have the authority to manage the business and affairs of the MRC between regularly scheduled meetings of the Advisory Board. Decisions of the Executive Committee shall be reviewed and, barring objection, ratified by the Advisory Board at its next regularly scheduled meeting.
(b) Nominating Committee. A Nominating Committee consisting of the Chair-Elect, who shall serve as chair of the committee, the immediate past Chair and up to three (3) Elected Directors who are not standing for re-election shall be appointed by the Chair by the end of the first quarter of each calendar year, subject to ratification by the Executive Committee.
4.3 Task Forces. The Chair or the Directors may likewise designate one or more task forces to research, develop or carry-out such temporary or time-bound projects as either deems necessary and may delegate to such task force authority as the Chair or Directors deem appropriate and reasonable. The Chair shall designate the leadership of such task forces. The Chair or Directors may likewise disband any task force they have created pursuant to this provision.
PURPOSE
METL is a regional coalition of the Manhattan, Emporia, Topeka, and Lawrence Chambers of Commerce, which seeks to leverage the combined strength of nearly 3,000 member businesses and organizations, represented by 30 elected representatives and senators in our region. Our motto is STRONGER TOGETHER.
JEDO (JOINT ECONOMIC DEVELOPMENT ORGANIZATION)
HISTORY & STRUCTURE
The Joint Economic Development Organization (JEDO) was established by an interlocal agreement between Shawnee County and the City of Topeka, Kansas, in 2001. The JEDO Board is comprised of 13 members. Voting members include the three Shawnee County Commissioners, City of Topeka Mayor and Deputy Mayor and two City Council members. Nonvoting members are the remaining six Council members. JEDO is funded through the half cent county wide retailers sales tax established by the inter-local agreement and is to be used for economic development.
The City and County rotate the position of JEDO Chairperson with the Mayor serving in oddnumbered years pursuant to City of Topeka Resolution No. 7623 and the Chairperson of the County Commission serving in even-numbered years commencing on January 1 of the respective year. The City and the County also rotate the administrative duties with the City providing those services in odd-numbered years and the County doing so in even-numbered years.
MEETINGS
JEDO Board meetings are open to the public and televised, except for executive sessions pursuant to state law. The Board meets at least quarterly each calendar year. The JEDO Board meets on the 2nd Wednesday of February, May, September, and December. Agendas are distributed at least five business days prior to each meeting and posted on this website.
Public comment is allowed on each actionable agenda item and at the end of each meeting. Citizens are given four minutes to speak and comments must relate to topics directly relevant to JEDO business.
JEDO BOARD MEMBERS
SHAWNEE COUNTY COMMISSIONERS
*Bill Riphahn, District No. 1
*Kevin Cook, JEDO Chair/District No. 2
*Aaron Mays, District No. 3
CITY OF TOPEKA GOVERNING BODY
*Michael Padilla, Mayor
Karen Hiller, District No. 1
Christina Valdivia-Alcala, Deputy Mayor/District No. 2
Sylvia Ortiz, District No. 3
David Banks, District No. 4
Brett Kell, District No. 5
Marcus Miller, District No. 6
Neil Dobler, District No. 7
Spencer Duncan, District No. 8
Michelle Hoferer, District No. 9
* Denotes that this is a voting member.
TGT (TRANSIENT GUEST TAX)
BACKGROUND
Visit Topeka is the official destination marketing organization (DMO) for Topeka. Visit Topeka is funded through an allocation of the 7% Transient Guest Tax collected on Topeka lodging and is focused on increasing the economic impact of the travel industry on Topeka. The Visit Topeka Board of Directors is composed of 25 community leaders representing a broad range of civic and private sector entities. The Board provides fiduciary oversight and guidance related to the staff direction in marketing Topeka as a destination.
The Board and President are focused on the vision and strategic plan for the destination, policy and oversight, and advocacy with partners and elected officials. The Visit Topeka staff is focused on marketing Topeka as a destination for groups and individuals.
We are committed to building a variety of strong and diverse relationships. We will intentionally seek to attract visitors from diverse groups and markets. We will exhibit an authentic and welcoming environment to all residents and visitors alike.
COMMITTEE MEMBERS
ECONOMIC ADVISORY BOARD
PURPOSE:
The Economic Advisory Board is dedicated to analyzing and interpreting crucial economic metrics for our community. Through a combination of virtual collaboration and an annual in-person meeting, the board aims to provide insightful feedback on important economic metrics that drive prosperity for Topeka and Shawnee County. This board is comprising of top-level representatives from key institutions who serve as strategic advisors in guiding informed decision-making and facilitating effective communication regarding our community’s economic well-being.
ECONOMIC ADVISORY BOARD
Jeff Kuzbel Federal Home Loan Bank
Caleb Brainerd Security Benefit Group
Kent Townsend Capitol Federal Bank
Missy Hiestand CoreFirst Bank
Rodney Kenner Advisors Excel
David Sollars Washburn University
DOWNTOWN BID ADVISORY BOARD
MISSION STATEMENT
It is the purpose of the Capital City Business Improvement District (BID), under the authority of the City of Topeka, to carry out a program of services that will:
1. Create an attractive physical environment.
2. Create an attractive economic environment.
3. Strive to achieve excellence in the quality of life as a center of government, commerce, culture, history and recreation.
The Downtown Topeka Redevelopment Incentive Grant Program is a financial incentive that is designed to encourage residential and commercial improvements of buildings for future use in the Capital City Business Improvement District.
Mark Kossler Fidelity State Bank
Jim Parrish Retired
Jim Rinner Bartlett & West
Debra Clayton Clayton Wealth Partners
Stephan Smith Stephen Smith Gallery
Ken Scott Capitol Federal
PURPOSE
ETLC stands for the East Topeka Learning Center Support Corp. Using New Market Tax Credits, East Topeka Learning Center (also known as Washburn Tech East,) was constructed. This support corp meets yearly to go over financials and elect the new members.
BOARD MEMBERS
Molly Howey President, GO Topeka
Trina Goss Director of Business & Talent Initiaties, GO Topeka
Sean Dixon Visit Topeka President Downtown Topeka Inc. Interim President
Jessica Ohse SVP Human Resources
Bob Ross CMO
Michelle Stubblefield SVP of Strategy River Front Staff Lead
Matt Pivarnik CEO
Josh Patterson CFO
Stephanie Moran SVP of Innovation
PARTNERSHIP STAFF
Manuel Castro Executive Coordinator
Andrea Bailey VP of Administration
Mike Bell VP of Sports Sales & Marketing
Angelica Brown Executive Coordinator
Michelle DeWeese Executive Coordinator
Paul Cervantez District Maintenance Specialist
Autumn Denham Media Manager
Sierra Cody Events Coordinator
Jared Hitchens Dir. of Creative Services
Angel Lang Accounts Receivable Specialist
Rhett Flood VP Marketing & Communications
Trina Goss Dir. of Business & Talent Initiatives
Kate Garren Marketing Project Manager
Cassie Carlson Marketing Project Manager
John Koop VP of Experience, Engagement, & Ideation
Logan Jennings Accounting Manager
Carolyn Lang Brand Manager
Elizabeth Miller Executive Coordinator
Ashley Lehman Dir. of Business Development
Erin Young Marketing Project Manager
TBD FORGE Executive Director
Sandy Tucker Client Services Manager
Dylan Tyler Manager of Evergy Plaza
Claire Thomas Events Director
Josh Sturm Dir. of Evergy Plaza
TBD Investor Relations Manager
Alli Ortega Executive Coordinator
Israel Sanchez Dir. of Equity & Business Development
Stephanie Norwood Dir. of Entrepreneurship & Small Bus.
Jessy Moreno Mgr. of Downtown Topeka & River Strategies
Ashlee Spring VP of Resource Development
Melissa Sowers VP of Convention Sales & Marketing
Sandy Tucker Client Services Manager TBD Social Media Manager
ORGANIZATIONAL HISTORY
BOARD OF TRADE
The first civic business organization in Topeka was the Board of Trade. It assumed the task of putting Topeka “on the map.” Col. Cyrus K. Holliday served as the first presidant. He was father of the Santa Fe Railroad and then president of the Excelsior Coke and Gas Company, which supplied the city with its street lights and the residences that could afford gas. J.G. Slonecker, who served as secretary, was a rising young lawyer whose civic pride was well known, but whose acumen as a source of conservation ideas was worth much in the selection of the kind of capital and industries Topeka most needed. The Board of Trade sometimes met under the shade of the cottonwood tree in front of Guilford Dudley’s private bank between Fifth Street and Sixth Avenue on the west side and sometimes in the bank or offices along Kansas Avenue. Holliday and Slonecker, both practical promoters, were instrumental in developing the infant organization to the stage where it was deemed advisable to incorporate in 1886 for the “purpose of encouraging commerce and manufacturing interests and for procuring such laws and regulations as may be necessary for the benefit of trade and interests of the city.”
INCORPORATION
In 1886, when the incorporation took place, John R. Mulvane was president. In 1896, the club sold shares of stock for $12 as a means of raising funds to promote the commercial interests of the city. Two years later, the Board of Trade had more than 200 members. The name of the association was changed to the Commercial Club in 1899, and headquarters were established at 627 Kansas Avenue. In the late nineteenth and early twentieth centuries, the organization followed the pattern of other commercial clubs and became a “booster” club that celebrated the growth of the city each year. In the early 1900s, Topeka’s business community included meat packing plants, manufacturers of flour products, printing plants, planing mills, mattress factories and clothing mills, with a combined payroll of $14,490,272.
CHAMBER OF COMMERCE
Never a static organization, the name was changed to the Chamber of Commerce in 1916 under the presidency of W.W. Webb. By 1939, the Chamber moved to the B.P.O.E. Building, at 122 SW Seventh Street. Gradually, as the organization’s membership rolls ran into three and then four figures, the work was divided among a dozen or more major committees. The Chamber of Commerce served as the organizing force for practically all major observations and civic campaigns in the city. Through the 20th century, the Chamber continued to work to improve the business climate in Topeka and Shawnee County. Community leaders stepped up to lead the organization. The offices moved to buildings at 715 SW Harrison and 722 S Kansas (1968), and eventually it relocated to 120 SE Sixth Avenue, Suite 110 (1987).
DOWNTOWN TOPEKA, INC.
Incorporated in October 15,1964, as a non-profit organization - Section 501(c) (6). DTI has the following primary purposes: 1) promoting the growth and expansion of downtown Topeka, Kansas for business and residential development; 2) promoting downtown Topeka as the central location for state governmental offices; 3) promoting the improvement and maintenance of downtown infrastructure; 4) serving as a liaison between diverse groups with interest in downtown Topeka and 5) promoting events and activities to achieve these goals so that Topeka’s downtown becomes a destination of cultural activity and economic development. DTI also provide administrative services to the following entities:
• Capital Business Improvement District to address the attractive physical and economic environment efforts that strive to achieve excellence in the quality of life as a center of commerce, government, culture, history and recreation.
• Downtown Topeka Foundation designed to raise and expend funds for the purpose of preserving, restoring and improving buildings, lands, streets, parks, monuments and other historical and cultural aspects of the downtown area. In 2017 the leadership revised the mission and vision of the organization in preparation for partnership with the Greater Topeka Partnership.
• The Downtown Topeka Redevelopment Incentive Grant Program is a financial incentive that is designed to encourage residential and commercial improvements of buildings for future use in the Capital City Business Improvement District. Grants are awarded as reimbursement for actual monies spent up to the limits provided. Funding for this program is provided by the City of Topeka.
100TH ANNIVERSARY
VISIT TOPEKA
Visit Topeka began as the Topeka Convention and Visitors Bureau. In 1991, the Topeka Convention and Visitors Bureau split from the Topeka Chamber of Commerce. They moved to a new location at 1275 SW Topeka Boulevard in Topeka. In 2006, Topeka Convention and Visitor’s Bureau became Visit Topeka. Visit Topeka became accredited through Destination Marketing Association International in 2010. In 2012, Visit Topeka moved to a new downtown location at 618 S. Kansas Ave. In recent years, Visit Topeka has taken on a larger role in the community. Visit Topeka plans and hosts various events and festivals in the community. Their social media presence is growing. Visit Topeka shares local events and happenings each day. Visit Topeka is working to encourage natives and tourists to see the great things that #TopCity has to offer.
GO TOPEKA AND JEDO
In 2000, the Growth Organization of Topeka (GO Topeka) was formed to develop, promote and initiate activities that transform Topeka & Shawnee County into a world class community of choice, creating prosperity for business, labor and management. GO Topeka officially became a subsidiary organization of the Greater Topeka Chamber of Commerce and operates with its own board of directors. GO Topeka holds a contract with the Joint Economic Development Organization (JEDO) to implement the community’s economic development efforts. JEDO is responsible for allocating dollars generated by a half-cent sales tax for economic development and street improvements that was first approved by the voters in 2004 and renewed in 2014.
FUTURE GROWTH AND HEARTLAND VISIONING
In 2017, the Chamber of Commerce has more than 1,700 active members. Programs include member services and events, government advocacy, leadership development, young professional development, and marketing and communications efforts. These endeavors promote the Topeka and Shawnee County area to residents and businesses regionally and nationally. Since 2009, GO Topeka’s economic development efforts have generated 3,400 new and retained jobs and $728 million in capital investments. Downtown redevelopment, riverfront development and implementation of goals and strategies from Heartland Visioning, a community-wide grass roots organization initiated in 2008, are primary focuses of the business community.
GREATER TOPEKA PARTNERSHIP
On January 1, four Topeka organizations unify as the Greater Topeka Partnership. The organizations include: The Greater Topeka Chamber of Commerce, GO President, Visit Topeka and Downtown Topeka Inc. The organizations will maintain their individual President and boards. Matt Pivarnik, becomes the CEO. One chair and chair-elect from each organization and nine community at-large leaders are selected to govern the new partnership. Together, the organizations focus on Momentum 2022, an economic development plan for Topeka & Shawnee County. The unity provided by combining the organizations allows resources to be shared and common goals to be met.
