Charlton Business Alliance By-Laws
Article 1- Purpose and Powers
Section 1. The Purpose Statement of the Charlton Business Alliance (CBA) is that through collaboration, knowledge-sharing, and leveraging collective resources, we aim to unlock new opportunities, drive economic prosperity, and create meaningful impact for our local community. By uniting our strengths, we not only enhance individual enterprises but also contribute to enriching the lives of our neighbors by fostering a sense of pride and connectivity while leading Charlton into a prosperous future. This purpose is to be achieved by unified advertising, public relations, and promotion campaigns to encourage the growth and success of all member businesses.
Section 2. The CBA, through its governing body and in accordance with these bylaws, shall have such powers as are necessary to carry its purpose into effect, providing such powers are in accordance with the laws of the Commonwealth of Massachusetts.
Section 3. The CBA shall qualify as a non profit, tax exempt unincorporated association (575) within the Commonwealth of Massachusetts and the IRS. No part of the net earnings of the CBA shall benefit any of its members or any other individual.
Article 3- Dissolution
Section 1. Upon dissolution of this organization, any residual assets of the CBA will be distributed to a non-profit corporation as selected by the executive board of the CBA prior to dissolution.
Article 4- Board of Directors
Section 1. The CBA will be governed by a Board of Directors, elected annually by the majority of the members present at the annual meeting. This board will consist of President, Vice President, Treasurer, Secretary and up to 2 (non-voting) members at large. Each member shall serve without compensation. Members will assume the elected office beginning two weeks after the official election at the annual meeting.
Section 2. Any vacancy of a board position may be filled by the unanimous vote of the Board of Directors. Any Board member may resign by submitting written notice of resignation to the President. Any member of the Board of Directors who is absent from three (3) consecutive regular meetings without notice and just cause for such absence may be removed as a member of the Board of Directors by a majority vote of the Board of Directors.
Section 3. Duties of the Board of Director officer positions will be (generally):
President- preside over business meetings, but may at their discretion arrange for another officer to preside
Vice President- given responsibilities as directed by the President
Treasurer- maintains in good order all financial records of the CBA, reports income and expense activities and account balances at monthly meetings and files complete and accurate reports as needed to the Commonwealth of Massachusetts
Secretary- ensures accurate minutes of all meetings and archives minutes accordingly. In the event the secretary cannot attend a meeting, it is their duty to forward all necessary documents to the President, who will assign a board member to fill the responsibilities of the secretary
Section 4. The Board of Directors will manage the affairs of the CBA and will make all rules and regulations necessary to accomplish the purposes of the CBA. It will annually adopt and submit to the members the budget of the CBA for their approval. The Board of Directors will also have the authority to employ any organization or individual to provide services that the Board of Directors deems advisable for the fulfillment of the purposes of the CBA.
Article 5- Membership
Section 1. The class of members of the CBA will consist of any individual, business, non-profit agency, industry or government agency with an interest in the town of Charlton and who pay an annual dues to the CBA in accordance with these bylaws. Each business within the CBA will designate one person to represent such business during voting activities.
Section 2. Any business, organization or individual interested in supporting the purposes of the CBA may become a member by filling out an application and paying annual dues.
Section 3. Any member may resign from membership in the CBA upon notification to the PResident. Members who resign from membership will not be entitled to any refund of dues paid.
Section 4. The Board of Directors may, at its discretion, suspend the voting privilege of any member who has been and remains in default of their financial obligations to the CBA for a period of 3 months or longer or for noncompliance with these bylaws. A member expelled for any reason other than non payment of dues will have the right to appeal the action of the Board of Directors to the entire membership upon written request to the President. The appeal will be heard at the next scheduled regular meeting. A vote of the Board expelling a member will be overruled only on the vote of at least two-thirds of CBA membership present and voting at the meeting.
Section 5. Each member of the CBA will be required to volunteer a minimum of one event per year (this does not include monthly meetings or networking events sponsored by the CBA). The volunteer needs of each event will be assessed individually. This volunteerism may include planning, organizing, fundraising, marketing, man hours during the event, or any other necessary actions required for the CBA to participate in local events throughout the year.
Article 6- Meetings
Section 1. Monthly meetings of the CBA will be held each month at a time and place as may be designated in the notice of said meeting, upon the call of the President of the Board of Directors.
Section 2. The February regular meeting will be the annual meeting of the CBA for the purpose of electing officers and transacting such other business as may be brought before the meeting. This meeting will be mandatory for all CBA members (unless prior notice and circumstances are expressed to the President).
Section 3. Special meetings of the CBA will be held at any time and place as may be designated in the notice of said meeting upon the call of the President or of the Board of Directors or committee chair.
Section 4. Those members present at any meeting called in accordance with these bylaws shall constitute a quorum.
Section 5. Voting procedures, except as otherwise provided, shall be on the basis of one vote for each business represented. Unless otherwise stated, a simple majority vote shall constitute passage of all matters properly brought before the members’ meeting.
Article 7- Committees
Section 1. The Board of Directors may create standing committees and special committees as deemed necessary to the CBA’s mission. The President shall appoint the Chairperson of each committee. The Chairperson will present a plan of action for the Board to approve. The Chairperson will be responsible for scheduling regular committee meetings and reporting on the committee progress at regular monthly meetings. No committee work will be undertaken without prior knowledge and consent of the Board.
Article 8- Finances
Section 1. The fiscal year of the CBA will commence on the first day of January and continue until the 31st day of December each year.
Section 2. Dues will be $100, which will cover a rolling 12-month period per member business. This annual dues must be paid in advance of the member anniversary date. Payments must be paid annually, unless otherwise agreed upon by the Board of Directors.
Section 3. The funds of the CBA will be used only for the purposes specified by the bylaws of the organization, on behalf of its members as a whole, and for necessary expenses of the CBA. Funds will not be used for entertainment of the members or to pay business expenses or make charitable contributions on behalf of individual members.
Section 4. No profits or dividends will be distributed to any member of the CBA.
