BYLAWS OF THE MAINE CONTRACTORS & BUILDERS ALLIANCE

ARTICLE I

(Name Location and Affiliation)

Section 1. The name of this Alliance shall be Mid-Coast Builders Alliance.

Section 2. The principal office of this Alliance shall be located at 255 Molyneaux Road, Camden, Maine 04843, with a mailing address of 255 Molyneaux Road, Camden, 04843, or such other places as the Board of Directors may from time to time designate.

Section 3. The operations of this Alliance shall be conducted in the State of Maine.

ARTICLE II

(Purposes)

Section 1. The purposes of this Alliance to the extent permitted by law shall be:

(A) To associate builders within the jurisdiction for the purpose of mutual advantage and cooperation. (B) To collaborate with all fields related to the building industry within the Alliances¦ jurisdiction for the benefit of the industry as a whole. (C) to operate without profit and no part of the income of the Alliance shall ensure to the benefit of any individual member.

ARTICLE III

(Membership)

Section 1. CLASSES OF MEMBERS. The Alliance shall have the following classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:

(A) BUILDER MEMBERS. Any individual who is or has been in, or employed by a firm or corporation in the business of building or rebuilding homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community, or in land development, who subscribes to the Code of Ethics of this Alliance shall be eligible to be a builder member. (B) ALLIANCE ASSOCIATE MEMBERS. Any individual who is or has been engaged or employed by a firm or corporation engaged in a trade, industry, or profession related to building and not inconsistent with the objectives of this Alliance, who subscribes to the Code of Ethics of this Alliance, shall be an associate member.

Section 2. ACCEPTANCE OF MEMBERS.

(A) Applicants for membership shall apply in a form satisfactory to the Board of Directors which contains information showing that the Applicant meets the requirements of the preceding Section 1. On approval by the Board, an Applicant shall become a member. Prior to approval, the Board may require a hearing on an application if it has reasonable grounds to believe that the reasons set forth in Section 3, below, for suspension or revocation of membership may exist. The provisions of Section 3 shall apply to such hearing except that a majority vote shall be sufficient for approval of the Applicant.

(B) Applicants approved and accepted by this Alliance, upon payment of dues, shall be members of the Mid-Coast Builders Alliance, and while in good standing shall be entitled to full benefits, services and privileges of this Alliance.

Section 3. SUSPENSION AND REVOCATION OF MEMBERSHIP.

(A) The Board of Directors by a two-thirds(2/3) vote may suspend or revoke the membership of any member (a) for failure to meet financial obligations to the Alliance or, (b) for conduct detrimental to this Alliance. The member shall be given at least thirty (30) days written notice in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded a reasonable opportunity to be heard.

(B) A vote of two-thirds (2/3) of the Board shall be required to reinstate any membership suspended or revoked under this Section. Reinstatement shall be subject to such conditions as the Board may impose.

Section 4. MEETINGS OF THE MEMBERS

(a) An annual meeting of the membership of this Alliance shall be held in June of each year, on a day designated by the Board, or at such other time as the Board may designate, for the express purpose of electing the officers of the Alliance, a Board of Directors and taking up such matters as may properly come before the general membership.

(B) Regular meetings of the membership of this Alliance shall be held at such time as the Board of Directors may designate.

(C) Special meetings of the membership of this Alliance may be called by the President, or, if requested in writing, by a majority of the members of the Board of Directors.

(D) Notice shall be given of the date, hour, and place of all meetings to each member at least five (5) days in advance.

ARTICLE IV

(dues)

Section 1. Dues. The dues of this Alliance shall be established by the Board of Directors.

ARTICLE V

(board of directors)

Section 1. COMPOSITION AND AUTHORITY. The Board of Directors shall be the governing body of this Alliance. The Alliance at its Annual Meeting shall elect Directors, one (1) for every 20 members in good standing, and the majority of which shall be builder members. A director so elected shall hold office for one (1) year from the date of election or until a successor is duly elected.

Section 2. EX-OFFICO MEMBERS. The President, Immediate Past President, First and Second Vice Presidents, Secretary, Treasurer (or Secretary-Treasurer) shall be ex-officio members of the Board of Directors with full voting privileges.

Section 3. CHAIRMAN. The President shall be the Chairman of the Board of Directors.

Section 4. VACANCIES. Vacancies on the Board because of disability, death, or resignation shall be filled by appointment of the President, subject to the concurrence of a majority of the Directors. Persons so appointed will serve until the next annual meeting of the membership.

Section 5. MEETINGS. Meetings of the Board of Directors shall be held as follows:

(A) Regular meetings of the Board of Directors shall be held on the last Thursday of each month or such other time as the Board may direct. (B) Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors. (C) Notice of the date, hour, and place of all meetings shall be given to the Directors at least five (5) days in advance.

Section 6. VOTING. A two-thirds (2/3) vote shall decide an issue provided a quorum is present.

Section 7. QUORUM. The presence of two-thirds (2/3) of the Directors at a meeting shall constitute a quorum.

ARTICLE VI

(officers)

Section 1. The following Officers shall be elected by the membership at its annual meeting and shall hold office for a term of one (1) year from the date of election or until their successors are elected and duly qualified.

(A) A President shall be a builder member of the Alliance. The President shall be the Chief Officer of this Alliance and shall preside at its meetings and those of the Board of Directors. The President shall be the official spokesperson of this Alliance in matters of public policy. The President shall appoint all committees, shall be an ex-officio member of all committees, and shall perform all other duties usual to such office. (B) The First and Second Vice Presidents shall be builder members of the Alliance, shall perform such duties as are assigned by the President and in the absence of the President, or upon direction, shall perform all other duties of the President. (C) A Treasurer, who shall be responsible to the Alliance for an accounting of all monies collected and disbursed by the Alliance and shall render a monthly report to the Board of directors and an annual report to the membership, and upon direction of the President, may perform other duties appropriate to this office. (D) A Secretary, who shall be a builder or associate member, and who shall keep a record of all of the official proceedings of this Alliance and its Board of Directors, including the reports of committees and, upon direction of the President, may perform other duties appropriate to this office.

Section 2. SUCCESSION OF OFFICE.

(a) In the event of the absence, disability, resignation, or death of the President, then the First Vice President shall act as President of the Alliance. Should neither the President nor the First Vice President be able to serve for any of the foregoing reasons, then the Second Vice President shall act as President. Should neither the President, First Vice President, nor Second Vice President be able to serve for any of the foregoing reasons, then the Treasurer shall act as President. If the Treasurer shall be unable to serve for any of the foregoing reasons, then the Secretary shall act as President. The Officer so designated to act as President shall be a builder member and shall serve until such time as the Board of Directors names from among its builder members a President to fill the unexpired term. (b) In the event of a vacancy, other than in the office of the President, the Board of Directors shall name from among its members a successor to fill the unexpired term.

ARTICLE VII

(Administrative Offices)

Section 1. An Executive Officer may be employed by the Board of Directors at such rate of compensation as it deems fair and proper.

Section 2. The Executive Officer shall serve as the Chief Administrative Officer of this Alliance and shall perform the duties and responsibilities delegated by the Board of Directors and all other functions usual to such office.

Section 3. The Executive Officer shall be empowered to employ and supervise an adequate staff to carry on the business of this Alliance as instructed by the Board of Directors within the limitations of the budget.

ARTICLE VIII

(Voting, Quorums)

Section 1.All members of the Alliance in good standing shall be entitled to vote at meetings of the membership except as may be provided in other sections of these bylaws.

Section 2. A two-thirds (2/3) vote shall decide an issue provided a quorum is present. This section shall not apply to voting on amendments of these bylaws.

Section 3. The presents of one-third (1/3) of the members in good standing at a meeting of the membership shall constitute a quorum.

ARTICLE IX

(Elections)

Section 1. NOMINATING COMMITTEE

(a) There shall be a Nominating Committee composed of the Immediate Past President and three (3) members appointed by the President. Appointment shall be made and notice given to the membership at least thirty (30) days in advance of an election. The President shall designate the Chairman of the Committee. (b) The committee shall solicit the membership, consider recommendations, and shall nominate at least one (1) candidate for each office to be filled unless otherwise set forth in the Article. The Committee may resolve questions relating to the nomination of candidates, suggest rules of procedures for the elections and upon direction of the President perform other appropriate duties.

Section 2. ANNUAL MEETING

(a) The Alliance officers and directors shall be elected at the Annual Meeting of the Membership. The Nominations Committee shall submit its report at such meeting. Additional nominations may be made from the floor. (b) Whenever only one (1) nomination for an elective office is presented to the membership, election shall be by voice vote. Whenever more than one (1) nomination is presented, vote shall be by secret ballot. If more than two (2) candidates are named for an office, a majority of the members voting shall be necessary to elect. If no candidate receives a majority, a second vote shall be taken upon the two (2) leading candidates.

ARTICLE X

(Committees and Councils)

Section 1. COMMITTEES

(a) The President with the advice and consent of the Board of Directors shall upon taking office establish Standing Committees for the Alliance except as may otherwise be specifically provided for in these bylaws. (b) The Chairman and members of all committees of the Alliance shall be appointed by the President expect as otherwise specifically provided in these bylaws. (c) A President may, with the advise and consent of the Board of Directors, remove the Chairman or members of any committee appointed pursuant to this Article. (d) Special Committees may be appointed by the President as deemed advisable. (e) Meetings of all committees shall be upon the call of the Chairman with the approval of the President. (f) A simple majority vote in the committee shall decide an issue provided a meeting shall constitute a quorum.

Section 2 COUNCILS

(a) There shall be within the Association such Councils as the Executive Committee and/or Board of Directors may from time to time find necessary to serve adequately the needs of respective members of this Alliance. (b) The activities of the Council shall be managed by a Board of Trustees composed of members. (c) The Council shall operate subject to Rules of Procedure which shall be adopted and may be amended by the Council membership, subject to approval by the Alliance¡¦s Board of Directors.

ARTICLE XI

(Finance)

Section 1. The fiscal year of this Alliance shall be the year commencing on the first day of July and terminating on the last day of June.

Section 2. The Board of Directors shall adopt a budget for each fiscal year, and this Alliance shall function within the total of such budget. Any expenditure in excess of an approved budget must be authorized by the Board of Directors.

Section 3. Dues and other monies collected by the Alliance shall be placed in a depository selected by the Board of Directors.

Section 4. The following officers of the Alliance, and any others as may from time to time be authorized by resolution of the Board of Directors, shall have authority to sign checks for and on behalf of the Alliance President, Treasurer and Assistant Treasurer. The signature of any two (2) of the foregoing shall be necessary on all checks drawn on account of the Alliance.

Section 5. The President, the Executive Officer, or any other officer of the Alliance duly authorized to act for them in a specific instance, may execute contracts. The Board of Directors may also authorize any officer or agent of the Alliance, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Alliance and such authority may be general or confined to specific instances.

Section 6. The Board of Directors may be a two-thirds (2/3) vote authorize the creation of reserve funds for the future operation of the Alliance.. Such funds may be used for such purposes as may be authorized by a two-thirds (2/3) vote of the Board of Directors.

Section 7. The Treasurer and other officers or members of the staff authorized by the Board of Directors to handle the funds of this Alliance, shall furnish a bond at the expense of the Alliance in such amount as the Executive Committee shall determine.

Section 8. In the event of dissolution of the Alliance, the assets of the Alliance shall, after appr9priate provision for its debts and liabilities, be distributed in any liquidation proceeding to a corporation, trust, or association which is not organized for profit and is exempt from federal income taxation under the Internal Revenue laws applicable at the time of such dissolution.

ARTICLE XII

(Rules of Procedure)

Section 1. Robert¡¦s¡¦ Rules of Order shall govern the parliamentary procedure of the meetings of the Alliance provided for in these bylaws.

ARTICLE XIII

(Amendments)

Section 1. These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any meeting provided (a) the attendance at such meeting constitutes a quorum, and (b) that a copy or any proposed amendment shall have been mailed to each member of the Board at least thirty (30) days in advance.

ARTICLE XIV

(Executive Committee)

Section 1. There shall be an Executive Committee of this Alliance which shall be composed of the President, who shall be the Chairman, the First and Second Vice Presidents, Secretary, Treasurer, (Secretary-Treasurer), and Immediate Past President.

Section 2. This Committee shall, between meetings and subject to the approval of the Board of Directors, conduct the affairs of Alliance in accordance with these bylaws and the policies adopted by the Board of Directors.

Section 3. This Committee shall meet upon the call of the President, the Board of Directors, and any four (4) of its members. Four (4) members shall constitute a quorum.

ARTICLE XV

(Notices)

Section 1. Members shall furnish the Executive Officer with their official Address. The mailing of any notice to the last known official address shall be deemed service of such notice or notices upon them as of the date of the mailing.

ARTICLE XVI

(Indemnification)

Section 1. In addition to any other rights to which any such person may be entitled by contract or otherwise under law, the Alliance shall indemnify, defend and save harmless any person, his/her heirs, executors and administrators, against any cost, expense (including attorney¡¦s fees and amounts paid in settlement), find, penalty, judgment and liability reasonably incurred by or imposed upon such person in connection with any action, suit or proceeding, civil or criminal, to which such person may be made a party or with which such a person shall be threatened, by reason of such person¡¦s being or having been a member, director, officer, committee member, employee or agent of the Alliance or serving or having served in any respect to any matter such person shall have been adjudicated in any proceeding to be liable for gross negligence or willful misconduct in the performance of such persons duties as such.

ARTICLE XVII

(Membership Card and Logo)

Section 1. Each member shall receive a membership card and certificate annually upon the payment of dues for the current year in such form as the Board of Directors shall prescribe.

Section 2. This Alliance and members of this Alliance may use on their stationery and literature official logo of the Mid-Coast Builders Alliance.

New Member Application

Networking - at monthly meetings and annual events.

Information - Bi-monthly newsletters, emails and faxes

Education - speakers and seminars on a wide range of topics. Look for our next Builders Certification classes to start again in the fall.

Legislative Updates - Through our own lobbyist and Maine Economic Research Institute.

Model Contract - for members, this contract was written by our attorney to encompass requirements by the state.

Builders Certification - classes offered on the code book, ethics, contract law, OSHA 10 HR. Safety - all part of our certification program