By-Laws

Milton Business Alliance, Inc.
A Georgia Non-Profit Corporation


Name:

The name of the organization shall be Milton Business Alliance, Inc. (MBA) It shall be a nonprofit organization incorporated under the laws of the State of Georgia.

Purpose:

The mission of the Milton Business Alliance is to promote and maintain, in a non-adversarial manner, a positive commercial environment in which existing and future Milton businesses can thrive.

Objectives:

  • Promote economic development and business success within the City of Milton;
  • Encourage businesses to locate within the City environs;
  • Assist and support the Businesses and Business persons who are own, operate, or conduct their principal business endeavors located in the City of Milton;

Membership:

Types of Memberships:

There shall be two types of memberships, voting and non-voting.

Eligibility:

1. Voting Membership

Application for voting membership shall be open to any local resident, business owner, or business operator in the city of Milton or the surrounding area that supports the purpose statement and objectives of the this organization. Membership is granted after completion and receipt of a membership application and annual dues, followed by review and approval of the membership committee.

Voting membership may be terminated by the member or the MBA at any time without notice or appeal. Any fee associated with membership is for registration and administrative purposes only, does not vest any rights in and to the MBA, other than those specified herein, and is non refundable upon termination of membership.

Upon the written approval of membership and payment of dues, the member shall be entitled to participate in all meetings except Board meetings, to cast one (1) vote at any time a member vote is necessitated, and to be nominated and elected for any position within the MBA that said member is qualified to hold.

2. Non-voting Membership

Upon approval by the Board, non-voting membership may be extended to individual members of city, county to state  government, or to members of the media that cover news and events within the City of Milton. Such non-voting members shall have no rights to vote or govern the MBA in any way. Each non-voting member shall submit application to the MBA. Any dues or fees associated with non-voting membership is for registration and administrative purposes only, does not vest any rights in and to the MBA, other than those specified herein, and is non refundable upon termination of membership.

Non-voting members in good standing shall be entitled to participate in all meetings except Board meetings, upon the payment of any applicable event registration fee.

A non-voting member who qualifies for Voting Membership may convert their membership to a Voting Membership upon payment of Voting member dues.

Board of Directors

The Board of Directors shall be empowered to govern the organization known as the Milton Business Alliance in any manner that it deems necessary in order to fulfill the objectives of the organization.

Board Size:

The Board shall have up to nine (9) but no less than five (5) members.

Board Membership Qualifications:

Board members represent the Milton community, and must either own or operate a business within the City of Milton or be a resident of the City of Milton.

Fees, Costs and Dues:

The Board is empowered to set any Fees, costs or membership dues associated with the proper governance of the MBA.

Membership Requirements:

The Board has full authority to govern the membership of the organization. The Board may accept new members or terminate existing memberships or membership classes, other than Voting memberships, as they see fit. The Board may add additional classes of members or approve membership of non-qualified members upon majority vote of the Board.

There may be instances in which the Board, by majority vote,  elects to grant individual membership and waive the requirement to pay membership dues. Any members  approved under this provision will be non-voting members. 

Compensation:

The board receives no compensation other than reimbursement for reasonable meeting expenses.

Term:

All Board members shall serve a term of three (3) years from the date of election to the Board. To preserve continuity of leadership and a smooth transition, each Board member’s term will officially end on the date of the next Annual meeting subsequent to the conclusion of the three years following the Board member’s election.

Each Board member may serve up to two (2) consecutive terms, or four (4) non-consecutive terms.

Board elections:

The Board shall propose a slate of Directors to be elected by the voting members at the annual meeting, which shall take place at the first member meeting of the calendar year. 

Election procedures:

Elections shall take place at the annual meeting. In addition to all sitting Board members that desire to run for re-election, the voting membership shall nominate qualified voting members for available Board seats. In addition to being a voting member, in order to be qualified for nomination to the Board, a candidate must have been a voting member for the twelve (12) months prior to the election and shall not be a an elected public official. A candidate must have participated in at least one MBA activity within the 12 months prior to the election.

The Board has the discretion to present the entire slate of candidates for a consolidated vote by the membership, or to present candidates individually for election. 

All voting members in good standing and who are present at the annual meeting shall be entitled to vote. 

Each voting member shall be afforded one (1) vote. Members must be present at the annual meeting to vote. No absentee or proxy ballots are accepted. 

Directors will be elected by a simple majority of members present at the annual meeting.

Meetings and Notices:

The Board shall attempt to meet monthly at an agreed upon time and place. An official board meeting requires that each board member have receive notice via phone, in writing or electronically at least one week in advance. A recurring meeting invitation via electronic calendar distribution to Board members shall suffice as advance meeting notice.

Quorum:

A quorum of Board members at a properly called Board meeting shall be required for conducting official business of the Board. A quorum consists of a simple majority of sitting Board members and shall be at a minimum no less than three (3) Board members.

Officers and Duties:

There shall be a minimum of three and no more than four officers of the Board holding the positions of Chairperson, Vice Chairperson, Secretary, and Treasurer. These officers shall comprise the Executive Committee of the Board.

Officers will serve a term of one year and may be reelected for subsequent terms, provided any such term of office does not exceed the term of the member’s qualification as a Board member. 

Election of Officers shall take place at the first Board meeting following the Annual Meeting. 

In the even there are only three Officers, the Board may decide, at its discretion, to allow an individual Board member other than the Chairperson to jointly hold up to two positions, including Vice Chairperson, Secretary or Treasurer.

Officer duties are as follows: 

A.      Chairperson. 

The Chairperson shall serve as the chief executive officer of the Association and shall have charge and control of all of the Association’s affairs; serve as a Director of the Association; serve as the chairman of the Board; convene and preside over all meetings of the Board and members; serve as advisor to all committees where the Chairperson is not already a voting member; and perform all duties incident to the office of Chairperson and such other duties as from time to time may be assigned by the Board.  The Chairperson may delegate the responsibilities and duties outlined above, but the Chairperson shall oversee and remain responsible for performance thereof.

B.      Vice Chairperson. 

The Vice Chairperson shall serve as a Director of the Association and perform all duties incident to the office of Vice Chairperson and such other duties as from time to time may be assigned by the Chairperson or the Board. In the absence of the Chairperson or inability to act, the Vice Chairperson shall perform the duties of the Chairperson and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairperson. In the absence of the Chairperson and Vice Chairperson or inability to act, the Secretary shall perform the duties of the Chairperson and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairperson. 

C.      Secretary.  

The Secretary shall serve as a Director of the Association; maintain and distribute minutes of all meetings of the Board; determine the presence or absence of a quorum with respect to all meetings of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be custodian of the corporate records; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairperson or the Board.  The Secretary may delegate the responsibilities and duties outlined above, but the Secretary shall oversee and remain responsible for performance thereof.

D.      Treasurer. 

The Treasurer shall serve as a Director of the Association; advise the Board and Executive Committee with respect to financial matters of the Association; chair the Finance Committee, if one is established; maintain and administer the Association’s financial accounts and records including payment of bills and issuance of checks on behalf of and for the benefit of the Association; prepare and distribute to the board in a timely fashion, an annual budget and monthly financial reports; prepare; submit any required federal, state, or other forms related to financial or tax matters of the Association and perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chairperson or the Board. When the law or a document requires the signature of a chief financial officer, or when the Chairperson determines it appropriate, the Treasurer may execute documents or carry out transactions using such title. The Treasurer may delegate the responsibilities and duties outlined above, but the Treasurer shall oversee and remain responsible for performance thereof.

Board Vacancies:

When a vacancy on the Board occurs mid-term the Board may elect, by majority vote, a board member to fill the vacancy. The newly elected Board member will serve a three-year term from his or her date of election.

Removal of Board Members or Loss of Office:

A Board member or Officer may be removed from office for any reason upon a motion and majority vote of sitting Board members. During such a vote, the subject Board member must remove themselves from the meeting after discussion of the motion. The vote shall be conducted by the highest ranking Officer of the Board who is not the subject of the vote. The vote shall be conducted by confidential ballot . The outcome of the vote shall be recorded in the minutes.

Failure to attend at least three (3) consecutive regular Board meetings or four (4) non-consecutive regular Board meetings during a calendar year shall result in an automatic review of the Board member’s status, and possible removal from the Board by vote as described above.

A Board member’s failure to be qualified for Voting membership in the MBA shall result in immediate removal from the Board.

Special Meetings:

Special meetings of the Board may be called at the request of any Board Member by notifying all Board members in writing at least seven (7) days prior to the special meeting, and by establishing an agreeable time and place for a majority of Board members to attend.

Any decisions made at a Special Meeting must be made by a simple majority of all sitting Board members rather than a quorum of those in attendance.

Fiscal and Term Year:

The fiscal and term year shall run from January 1 through December 31 of each calendar year.

Committees:

Committee formation:

The Board may create Committees as needed and delegate reasonable authority to each Committee to carry out the work necessary to fulfill to purpose for which the committee was established. 

The Board Chairperson shall appoint all Committee chairs from among the sitting Board members in good standing. Addition Committee members may be selected by the Committee chair from the Voting and non-Voting membership, subject to any other provisions outlined within these Bylaws. 

A Committee chair will serve for a term of one year from the date or appointment. and must be qualified. Committee members who are not Committee chairs serve at will and my be dismissed from the committee at any time by the Committee chair.

Executive Committee:

The Officer of the Board shall serve as the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors for making immediate operational, financial and non-substantial Board decisions in the intervals between regular Board meetings.

Finance Committee:

The Treasurer shall serve as the Chairperson of the Finance Committee, whose other members shall also be Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, establishing an annual budget to present to the Board for approval by February 1 of each year, and developing membership dues structures (in coordination with the Membership committee.

Monthly finance reports shall be presented to the Board at each Board meeting. An Annual Reports showing income, expenditures, and pending income are required to be submitted to the Board by January 31 for the prior year. The financial records of the organization are non-public information and may be made available to the voting-membership at the Annual Meeting.

Annual dues:

Each member of the MBA shall be assessed an amount for annual dues as established by the Board. Dues are collected on an annual basis for a membership year running from January 1 through December 31.  Any member whose dues are more than 30 days past due will be suspended from membership until outstanding dues and any other fees are paid in full. Dues not paid within 30 days of assessment shall be subject to no less than a $10.00 late charge. Dishonored checks or returned payments shall be assessed a service fee of no less than $35.

Due are not prorated. However the Board, at its discretion, may offer membership incentives such as a free month of membership, a trial membership period, or an extension of the membership term to new members who join late in the year. Any such decisions shall be made by vote of a quorum of Board members.

Member Meetings:

With the exception of special events or occasional member outings, all MBA meetings are to be held within the City of Milton.

Regular Meetings:

MBA member meetings shall be held on a regular basis, typically monthly, at a time and place established by the Board. The Board may choose to establish more frequent meetings and event for the benefit of members. The Board may also choose to suspend meetings for one summer month (June, July or August), and for the months of November and/or December.

Annual Meetings:

An Annual meeting of the membership shall take place in the month of January or as soon thereafter as is feasible. This meeting may be closed to non-voting members at the determination of the Board. The date, time and location of the Annual meeting will be designated by the Board Chair. 

At the annual meeting MBA members shall elect a Board of Directors. The Board may also share  financial reports and plan for activities of the MBA in the upcoming year.

Special Meetings:

Special meetings of the MBA membership may be called by the Chairperson upon motion by the Board.

Notice of Meetings:

Notice of each Member meeting shall be given to each member by email, except those meetings that are closed to certain membership classes, not less than ten (10) days prior to the date of the meeting.

Member Voting:

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, provided there is a quorum of members present. A quorum of members shall consist of a simple majority of Voting members in good standing.

Amendments:

These Bylaws may be amended when necessary by majority vote of the sitting Board members. Proposed amendments must be submitted to the Board members in writing for review in advance of a vote.

Certification:

These Bylaws were approved at a meeting of the Board of Directors by a majority vote on August 2, 2017.

Milton Business Alliance is a non-profit organization dedicated to building
a thriving and collaborative business community in Milton, Georgia.


Copyright 2010 - 2019, Milton Business Alliance.

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