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ByLaws

ARTICLE I

Section 1: Name

This organization is incorporated under the laws of the state of Maine and shall be known as the Madison Business Alliance.

Section 2: Purposes

The Madison Business Alliance will work within the community to support local and to promote the Town of Madison as a destination that values quality, integrity and community for businesses and families seeking to continually improve where we live and work.

Madison Business Alliance will promote business and community growth and development by promoting economic programs designed to strengthen and expand the income potential of all businesses within Madison, promoting programs of a civic, social and cultural nature that are designed to increase the functional and aesthetic values of the community; and discovering and correcting abuses that prevent the promotion of business expansion and community growth.

The Madison Business Alliance is organized to preserve the competitive enterprise system of business by creating a better understanding and appreciation of the importance of business people and a concern for their problems; educate the business community and represent them in town, county, state, and national legislative affairs to prevent or address controversies that are detrimental to the growth and expansion of business in Madison.

The Alliance is organized to operate exclusively for public, charitable and educational purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue Law).

The Madison Business Alliance shall observe all local, state and federal laws that apply to a nonprofit organization as defined in Section 501(c) 6 of the Internal Revenue Code. The Madison Business Alliance shall not engage in any transaction or permit any act or omission, which shall operate to deprive it of its tax-exempt status under Section 501(c)(6) of the Code.

In the event of dissolution or liquidation of the Madison Business Alliance, any assets then remaining shall be transferred to another organization having similar purposes located in the Town of Madison. No part of the net earnings of the Alliance shall benefit any officer or director of the Alliance or other private individual except that the Alliance shall be authorized and empowered to pay reasonable compensation for services or expenses. None of the property of the Alliance shall be distributed directly or indirectly to any officer or director in the Alliance except in fulfillment of its public, charitable and educational purposes stated herein.

 

ARTICLE II

Section 1: Eligibility

Any Madison business person with an interest in the objectives of the organization shall be eligible for membership.

Section 2: Election

Application for membership shall be on forms provided for that purpose, and signed by the applicant. The Board of Directors shall approve all applications. Membership fees shall be paid after approval by the Board of Directors.

Section 3: Membership dues

Dues shall be set at such rates, schedule or formula established by the Board of Directors and payable at a time established by the Directors.

Section 4: Resignation, termination, delinquency

Any member may resign from the Alliance in writing submitted to the Board of Directors. A member may be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after 90 days, unless otherwise extended for a good cause. A member may be expelled by a two thirds vote of the Board of Directors for conduct unbecoming a member of the Alliance or conduct that negatively impacts the Madison Business Alliance.

Section 5: Voting

In any case proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote.

 

ARTICLE III

Meetings

Section 1: Annual Meeting

The annual meeting of the corporation, in compliance with state law, shall be held during July of each year. The time and place shall be fixed by the Board of Directors and notice given to the membership at least 10 days before the meeting.

Section 2: General Meetings

General meetings of Madison Business Alliance may be called by the Chairman of the Board at any time, or upon request in writing of any member or members in good standing. Regular meeting dates and times will be established by the Board of Directors and voted upon by the membership.

Section 3: Quorums

At any meeting of the Madison Business Alliance, 4 members should constitute a quorum. At committee meetings, a majority shall constitute a quorum.

Section 4: Notices, Agendas, Minutes

Notice of Madison Business Alliance meetings shall be given at least 10 days in advance unless otherwise stated. An advance agenda and minutes shall be prepared for all meetings.

 

ARTICLE IV

Board of Directors

Section 1: Composition of the Board

Madison Business Alliance shall be governed by a Board of Directors, which will consist of no less than five (5) and no more than seven (7) Directors, one third (1/3) of whom shall be elected annually to serve for 3 years or until their successors are elected and have qualified. Organizing business individuals of the Madison Business Alliance shall make the initial nominations to the Board of Directors at a publicized meeting. Future nominations shall be solicited by the existing Board and members of Madison Business Alliance. The incoming chairman of the Board may appoint, subject to the approval of the board from 3-6 members to the board to serve one year terms. The past chairman and the president shall serve as members of the board.

The government and policymaking responsibilities of Madison Business Alliance shall be vested in the Board of Directors, which shall control its property, be responsible for finances and direct all affairs.

Section 2: Vacancies

Any vacancy occurring in the Board of Directors shall be filled from nominations by the remaining members of the Board by majority vote. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor.

Section 3: Resignation and Removal

Any Director may resign by submitting written notice of resignation to the Board. Any Director may be removed from office at any time with cause by the affirmative vote of two thirds (2/3) of the Board of Directors. Notice of such action shall be in writing to the Board Member.

Section 4: Policy

The Board of Directors is responsible for establishing policies and procedures for the Madison Business Alliance. It is also responsible for adopting all policies of the organization.

Section 5: Officers

Officers will be elected from members of the new board; the board shall elect a chairman of the board, vice-chairman, secretary and the treasurer. All officers shall serve for a term of 1 year. They shall be voting members of the Board of Directors.

Section 6: Duties of Officers

The Chairman shall serve as the chief elected officer of the Madison Business Alliance and shall preside at all meetings of the membership and Board of Directors. The Chairman shall assist in the selection of committee personnel and shall act as the chief executive in all work and policies of the Alliance. The Chairman shall manage the affairs of Madison Business Alliance in accordance with the requirements of statute and these by-laws, consistent with the policies developed by the Board of Directors.

The Vice-Chairman shall assume all responsibilities in the absence of the Chairman, at all times being alert to ensure that the activities of the Alliance are directed toward the policies and goals of Madison Business Alliance.

The Secretary shall record and maintain, in good order, minutes of all meetings. records, and correspondence of the Madison Business Alliance. The Secretary shall also have such other duties as may be assigned by the Board of Directors. In the absence of the Secretary, the board shall appoint an individual to assume the Secretary’s duties.

The Treasurer shall maintain, in good order, all financial records of Madison Business Alliance, shall be responsible for safeguarding all funds received by the Alliance and shall be responsible for their proper disbursement. Such funds shall be kept on deposit in financial institutions or in a manner approved by the Board of Directors. Checks over $250.00 shall be signed by the Treasurer and the Chairman, or in the absence of either or both, by any two officers of the Board. The Treasurer shall make a financial report at all meetings of the Madison Business Alliance.

 

ARTICLE V

Committees

Section 1: Appointment and Authority

The Chairman of the Board, by and with approval of the Board, shall appoint all committees and committee chairmen. Committees shall perform duties as assigned, make recommendations to the membership and carry on such activities as may be delegated to them by the Board.

Section 2: Standing Committees

The Madison Business Alliance shall have the following standing committees:

Development – to promote economic development for existing and new Madison businesses, to solicit business to Madison, to develop strategies to enhance business development and to determine the needs of residents for specific businesses to enhance the quality of life in Madison.

Organization – to solicit and maintain membership of the Madison Business Alliance, promote the Madison Business Alliance, and to develop plans and strategies to enhance the growth of the Madison Business Alliance.

Visual Impact – to maintain, beautify, and enhance business areas in Madison, address ways to improve the physical appearance of buildings, roadsides, sidewalks, green space in Madison.

Promotion – to plan, implement, create opportunities for fundraising to benefit the mission of the Madison Business Alliance.

 

ARTICLE VI

Finances

Section 1: Funds

All money paid to the Madison Business Alliance shall be deposited to the Madison Business Alliance in such banks or other depositories as the Board of Directors may select.

Section 2: Gifts

The Board of Directors may accept, on behalf of the Madison Business Alliance, any contribution, gift, bequest, or devise for the general purpose or special purpose of the Alliance.

Section 3: Budgets

The Board of Directors shall adopt an annual budget. Upon approval of any budget by the Board of Directors, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. Disbursements shall be by check.

Section 4: Fiscal Year

The fiscal year of the Madison Business Alliance shall close on June 30. At the end of each fiscal year, the Treasurer shall prepare a balance sheet detailing the financial condition of the Alliance and a statement of the source and application of the Alliance during the fiscal year.

 

ARTICLE VII

Parliamentary Authority

Section 1: 

The current edition of Roberts Rules of Order shall be the final source of authority on all questions of parliamentary procedures.

 

ARTICLE VIII

Amendments

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the Board of Directors or by a majority of the members at any regular or special meeting,provided that notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted in writing to the Board or members 10 days in advance of the meeting.