Maine Veterans in Need Inc.
Dated: 18 September 2020
ARTICLE 1 – Title
The name of the corporation shall be “Maine Veterans in Need Inc. (MVN)”
ARTICLE 2 – Objective
The objective of this corporation is to assist veterans and their dependents who are in need, advocating for those in active crisis/emergency, preventing homelessness, and helping those who are homeless transitioning into stable housing.
ARTICLE 3 – Membership
Section 1. Membership in this corporation is limited to all legally-registered institutions as well as unaffiliated individuals with an interest and commitment to support the objective of the MVN. Each member organization will provide a Delegate and an Alternate Delegate to represent said organization. Unaffiliated individuals can gain membership by majority vote of the delegates after attending three consecutive meetings. With membership, these unaffiliated individuals thereby gain all the rights and responsibilities of a Delegate.
Section 2. Members (officers, organizations via their delegates, and unaffiliated individuals with delegate status) have the responsibility to provide input and vote on issues that ensure the organization makes decisions that are in the best interest of the organization and are consistent with the MVN mission. Unless otherwise stipulated in these By-Laws, a “delegate” is considered to be either a representative so appointed by a member organization, or an unaffiliated individual who has been voted to have delegate status by the members.
ARTICLE 4 – Officers
Section 1. The Officers of this corporation are voting members of the corporation and make up the Executive Committee. Members of the Executive Committee shall include:
b. Vice President (Vice President is also the Fundraising Chair).
Section 2. The Officers shall perform the duties outlined by these By-Laws.
Section 3. Elections. The members shall elect the corporation Officers every two (2) years. Nominations/elections of corporation officers will be held at every other regular October/November meeting.
Section 4. Vacancies. In the event of any vacancy on the Executive Committee, except for a vacancy occurring in the office of the President, the members shall have the power to fill that office at any time thereafter by appointment or election.
Section 5. Any Officer or member may be removed for cause by a majority of the membership entitled to vote, and after opportunity to be heard at any regular meeting or any special meeting called for that purpose.
ARTICLE 5 – Duties of Officers
Section 1. President: Serves as the moderator and oversees the corporation’s functions and activities. The President may call for special meetings at any time on a one-week notice, and shall only vote to break a tie. He/She shall be ex-officio a member of all committees and shall have general powers and duties of general order. His/her duties shall include:
• To open the session at the time the corporation is to meet, by taking the chair and calling the
members to order;
• To announce the business before the assembly in the order in which it is to be acted upon; • To
conduct all meetings in accordance with the newest version of Roberts Rules of Order. • To
authenticate when necessary, by his/her signature, all the acts, orders and proceedings of the
assembly declaring its will and, in all things, obeying its commands.
• To appoint an unbiased member to investigate any Officer, member, or Director for removal
from the corporation due to behavior deemed inappropriate to the goals of the corporation or
for action that jeopardizes the corporation.
Section 2. Vice President: In the absence of the President, the Vice President shall assume the duties of the President. He/she shall also assume such other duties as are assigned to him/her by the President and is responsible for ways and means of fundraising. In the event of a vacancy occurring in the office of President, the Vice President shall serve as President until a successor is elected.
Section 3. Treasurer: Shall collect, receive and have charge of all funds of the corporation, and shall provide for the expenditure of such funds. A Financial Report draft is due to the board no more than seven days prior to regular monthly meeting. Each report shall include:
a. Balance on hand at last report.
b. Amount received from all sources since last report.
c. Amount expended since last report.
d. Balance on hand.
e. Details of, and showing all receipts and disbursements, including name of person or firm to whom a check is issued and stating for what purpose.
f. Foreseeable expenses
At each regular meeting, the Treasurer shall give a copy of the Financial Report to all members present and to the Secretary to incorporate into the minutes. The Treasurer’s books of account shall be audited once a year by the Finance and Audit Committee, none of whom shall be any person charged with responsibility of handling the corporation’s funds. All financial records, receipts, disbursements become sole property of the Maine Veterans in Need corporation and shall be returned to the President upon relinquishing the duties of Treasurer. The Treasurer shall always make an annual report. The Treasurer, President, and one (1) Alternate shall be bonded in an amount prescribed by the corporation. All checks will be signed using the two-person rule.
Section 4. Secretary: The recording officer of the corporation and the custodian of its records except such as are specifically assigned to others, such as the Treasurer’s Books. The Secretary shall keep the minutes of the meeting which should contain:
a. Names of the corporation members in attendance.
b. Date and place of the meeting.
c. Time called to order.
d. Name of the Presiding Officer.
e. Whether a regular or special meeting (if special meeting, the purpose for which it was called and the notice thereof given).
f. The Treasurer’s Financial Report.
g. Other pertinent information.
The Secretary shall draft all proposed policy changes and amendments for review. The Secretary shall notify officers, committees and delegates of their appointment and furnish committees with all papers referred to them. For all meetings, the Secretary shall keep a register or roll call of corporation members present. The Secretary should keep on hand at every meeting a copy of the By-Laws and Roberts Rules of Order. The Secretary shall send out proper notices of all called meetings and other meetings when necessary and shall conduct the correspondence of the corporation. Draft minutes of meetings shall be available seven business days after respective meeting. All records of the minutes become the sole property of the corporation and shall be returned upon relinquishing the office.
ARTICLE 6 – Delegates
Section 1. Legally Registered Institutions. A Delegate and an Alternate Delegate shall be designated by the appropriate authority of each member organization as a voting member of the corporation. A vacancy in any delegate post will be filled by appointment of the appropriate authority of that member organization. In the absence of the Delegate, the Alternate Delegate shall assume the duties and have the same rights as the Delegate. Accordingly, when accompanying his/her Delegate to a meeting, Alternate Delegates shall act as an observer of corporation business.
Section 2. Voting. All delegates have one vote both during regular business and elections.
Article 7 — Board of Directors
Section 1. The Corporation shall have no less than 3 nor more than 7 members of a Board of Directors (BoD). The officers of the BoD, elected by the Board Directors, shall consist of the following positions:
Section 1-A. The MVN President is an ex-officio non-voting member of the Board.
Section 1-B. Directors are nominated from the membership and nominated/elected annually at each regular October/November BOD meeting as their terms come to an end. The terms of office for election of the first two Directors of the Board will be one- and two-year terms, respectfully. Thereafter, those two Directors will serve three-year terms of office. All other Directors shall serve three-year terms of office.
Section 1-C. Any Director may resign at any time by giving written notice to the Board Chairman or Secretary and may be removed at any time in accordance with applicable law or two-thirds vote of the Board of Directors. Upon a Director’s resignation or removal, the departing Director shall aid in the smooth transition of any specific responsibilities to a replacement Director. Any vacancy in the Board of Directors occurring during the year, including any vacancy created by an increase of the number of Directors, may be filled for the unexpired portion of the term by the Directors then serving, although if less than a quorum, by an affirmative vote of the majority thereof, and any Director so elected shall hold office until the election and qualification of a successor.
Section 2. Powers and Duties.
a. Members of the Board of Directors (BOD) undertake a fiduciary duty to be informed of MVN’s affairs and activities, to engage in policy-making, and to direct management toward fulfilling the organizations’ mission and the realization of its goals. A Director’s fiduciary duties include the obligation to attend all Board meetings, personally if possible, unless circumstances preclude attendance. The Director must contribute to the Board’s work in an informed manner, which includes the expectation that he or she will review of pertinent materials circulated in anticipation of a Board or committee meeting.
Exercise of a Director’s fiduciary duties includes specific attention to ensure that MVN operations are consistent with the Mission Statement, By-Laws and Articles of Incorporation.
The BOD is charged with maintaining oversight of MVN’s finances, which requires review of periodic financial reporting prepared by the Treasurer under the supervision of the corporation President, to ensure that appropriate financial controls are maintained, and to make informed, responsible decisions regarding budgeting in light of information related to income, expenditures, fundraising activities, and financial projections.
In short, the Directors are charged with observing the principles of non-profit corporate law, and in their role as Directors to observe their fiduciary obligation to MVN, which include duties of loyalty, obedience, and the duty to exercise reasonable care in decision making.
b. The Board of Directors will conduct an annual financial audit of the corporation each December and report results to membership. The audit will be conducted by a BOD Audit Committee made up of no less than two (2) individuals nor no more than three (3).
Section 3. Meetings.
Section 3-A. Annual Meeting. The annual meeting of the BOD shall be held during the month of November each year for the purposes of electing Directors and taking such other action as may come before the Board of Directors.
Section 3-B. Regular meetings. The Board of Directors shall establish a schedule for the regular meetings of the Board.
Section 3-C. Special meetings. Special meetings of the Board of Directors may be called by the Chair of the Board, the MVN President, the BOD Secretary, or the BOD Treasurer and must be called by any of them on the written request of any two (2) Directors.
Section 3-D. Quorum: Voting. At all meetings of the BOD a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.
Section 3-E. Electronic Meetings. Members of the Board of Directors or a committee of the Board may participate in a meeting by means of a conference telephone call or other electronic conference technology if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.
ARTICLE 8 – Corporation Meetings
Section 1. Unless otherwise ordered by the members, officers and delegates shall regularly meet on the third Friday of each month at 1000hrs, at a place to be designated by the members for each meeting, for the transaction of such business as may properly be brought before the corporation.
Section 2. Electronic means of attendance of meetings is acceptable.
Section 3. A Quorum of at least 50% of the officers plus three (3) members is required.
Section 4. Special Meetings may be called on one (1) weeks’ notice by the President and only the specific topic may be addressed at said meeting.
Section 5. Notice of all meetings shall be sent via electronic means to the membership at least one (1) week prior to the meeting and shall include the purpose of any special meeting. Section 6. Costs of all meetings will be paid for by the attendees and organization funds will not be used for any more than incidental costs involving the coordination of such meetings.
ARTICLE 9 – Amendments
The corporation’s members shall be empowered to make permanent changes to or amend these By Laws at any Regular meeting by a majority vote of members whenever, in their judgment, they may consider such change as beneficial to the operations of the corporation. The members may not take any action under this authority unless the proposal has been before the corporation in writing for at least twenty-five (25) days, provided that a proposal placed before the corporation at one of its regular meetings may receive the action of the corporation at its next regular meeting.
ARTICLE 10 – Committees
Section 1. The President may appoint from the membership or from among such other persons as the President may see fit (from MVN membership or outside membership), membership to such committees as the Officers may determine necessary, which shall in each case have such powers and duties as shall from time to time be prescribed by the President. The President shall be a voting member ex officio of each committee.
Section 2. The Corporation shall employ four standing committees as follows:
a. Furniture Committee
b. Housing Committee
c. Finance and Audit Committee
d. Fundraising Committee
Section 3. The Finance and Audit Committee shall have a minimum membership of three persons.
Section 4. Establishment of a committee requires a vote by the members. The motion to create a committee must include the purpose of the committee and the nomination of the chair. The chair should obtain approval of the corporation President for selection of committee members.
Section 5. Rules and Record of Proceedings. Each committee may prescribe rules and procedures to call and conduct its meetings. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors and the President when required.
ARTICLE 11 – Policies
Section 1. The appropriate authority of each member institution shall provide the President with a letter of intent to designate a Delegate and one alternate delegate to represent their organization.
Section 2. No person shall be a Director, Delegate or Alternate from more than one (1) organization.
Section 3. No Officer, Director, Delegate, or Alternate shall receive remuneration.
Section 4. Any member may be dropped from the corporation’s membership when he/she misses three (3) unexcused consecutive meetings.
Section 5. Expenditures over $100.00 per month require approval from the corporation at a regular or special meeting, with the exceptions of regular office supplies and other necessary items previously approved by the corporation.
ARTICLE 12 – Indemnification of Delegates, Director, Officers, and Employees
Every delegate, director, officer or member of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonable incurred or imposed upon him or her in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his or her being or having been a delegate, director, officer, or employee of the corporation, or any settlement thereof, whether or not he or she is a delegate, director, officer, or employee at the time such expenses are incurred, except in such cases wherein the delegate, director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such delegate, director, officer, or employee may be entitled.
Definition of indemnify: 1. Insure against loss: to provide somebody with protection, especially financial protection, against possible loss, damage, or liability. 2. Reimburse after loss: to pay compensation to somebody for loss, damage, or liability incurred.