Madison Business Alliance By-Laws
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 business 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 person whose business provides a service to Madison citizens, with
an interest in the objectives of the organization shall be eligible for
membership. Businesses not located within the town of Madison shall have
a “limited” membership, entitling them to 1.) A listing on the Madison
Business Alliance website 2.) A slot as Business of the Week on the
marquee 3.) Opportunity to sponsor fundraising and other events, and 4.)
Promotion through our Facebook page. “Limited” members do not have
access to funding from the town of Madison, or beautification assistance
from the Madison Business Alliance.
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
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
11
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.
Adopted: May 19, 2010
Revised: May 9, 2023
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 business 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 person whose business provides a service to Madison citizens, with
an interest in the objectives of the organization shall be eligible for
membership. Businesses not located within the town of Madison shall have
a “limited” membership, entitling them to 1.) A listing on the Madison
Business Alliance website 2.) A slot as Business of the Week on the
marquee 3.) Opportunity to sponsor fundraising and other events, and 4.)
Promotion through our Facebook page. “Limited” members do not have
access to funding from the town of Madison, or beautification assistance
from the Madison Business Alliance.
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
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
11
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.
Adopted: May 19, 2010
Revised: May 9, 2023