The name of the corporation shall be “Maine Veterans in Need Inc. (MVN)”

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.

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.

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:

• President
• Vice President (Vice President is also the Fundraising Chair)
• Treasurer
• Secretary

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.

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 the regular monthly meeting. Each report shall include:

• Balance on hand at last report.
• Amount received from all sources since last report.
• Amount expended since last report.
• Balance on hand.
• 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.
• 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, and 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:

• Names of the corporation members in attendance.
• Date and place of the meeting.
• Time called to order.
• Name of the Presiding Officer.
• Whether a regular or special meeting (if special, the purpose for which it was called and the notice thereof given).
• The Treasurer’s Financial Report.
• Other pertinent information.

The Secretary shall draft all proposed policy changes and amendments for review, 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, maintain a copy of the By-Laws and Roberts Rules of Order on hand, send out proper notices of all meetings when necessary, and conduct the correspondence of the corporation. Draft minutes of meetings shall be available seven business days after the respective meeting, and all records become the sole property of the corporation upon relinquishing the office.

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.

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:

• Chairperson
• Secretary
• Finance

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 elected annually at each regular October/November BOD meeting as their terms come to an end. The terms for the first two Directors shall be one- and two-year terms, respectively; thereafter, all Directors shall serve three-year terms.

Section 1-C. Any Director may resign at any time by giving written notice to the Board Chairman or Secretary and may be removed in accordance with applicable law or by a two-thirds vote of the Board. Upon resignation or removal, the departing Director shall aid in a smooth transition of responsibilities to a replacement. Any vacancy occurring during the year may be filled for the unexpired portion of the term by the Directors then serving.

Section 2. Powers and Duties.

• a. Board members have a fiduciary duty to be informed of MVN’s affairs, engage in policy-making, and direct management toward the organization’s mission. This duty includes reviewing pertinent materials in advance of meetings and ensuring that operations are consistent with the Mission Statement, By-Laws, and Articles of Incorporation.
• b. The Board will conduct an annual financial audit each December and report the results to the membership. The audit will be carried out by a BOD Audit Committee composed of no less than two and no more than three individuals.

Section 3. Meetings.

Section 3-A. Annual Meeting. Held in November each year for electing Directors and other Board business.

Section 3-B. Regular meetings. The Board shall establish a schedule for regular meetings.

Section 3-C. Special meetings. May be called by the Chair, MVN President, BOD Secretary, or BOD Treasurer on the written request of any two Directors.

Section 3-D. Quorum: A majority of Directors must be present to constitute a quorum. Decisions require a majority vote of those present; if less than a quorum is present, the meeting may be adjourned by a majority of those present.

Section 3-E. Electronic Meetings. Participation via conference call or similar technology is permitted and constitutes presence in person.

Section 1. Officers and delegates shall regularly meet on the third Friday of each month at 1000hrs at a designated location for transaction of business.

Section 2. Electronic attendance is acceptable.

Section 3. A quorum requires at least 50% of the officers plus three (3) members.

Section 4. Special Meetings may be called on one (1) week’s notice by the President and will address only the specified topic.

Section 5. Notice of meetings shall be sent via electronic means at least one (1) week in advance, including the meeting’s purpose.

Section 6. Costs of meetings are to be borne by the attendees; organization funds will only cover incidental coordination costs.

The corporation’s members are empowered to make permanent changes to or amend these By-Laws at any Regular meeting by a majority vote, provided that the proposal has been presented in writing to the corporation at least twenty-five (25) days in advance (or at the next meeting if already presented).

Section 1. The President may appoint committee membership (from within or outside MVN) as deemed necessary by the Officers. The President serves as an ex officio, voting member on each committee.

Section 2. The Corporation shall employ four standing committees:

• Furniture Committee
• Housing Committee
• Finance and Audit Committee
• Fundraising Committee

Section 3. The Finance and Audit Committee shall have a minimum of three members.

Section 4. Establishing a committee requires a membership vote. The proposal must state the committee’s purpose and nominate a chair, subject to approval by the President.

Section 5. Each committee may set its own rules for meetings, keep minutes, and report to the Board and President as required.

Section 1. The appropriate authority of each member institution shall provide the President with a letter of intent designating a Delegate and one alternate delegate to represent their organization.

Section 2. No person shall serve as a Director, Delegate, or Alternate for more than one organization.

Section 3. No Officer, Director, Delegate, or Alternate shall receive remuneration.

Section 4. Any member missing three (3) unexcused consecutive meetings may be dropped from membership.

Section 5. Expenditures over $100.00 per month require approval at a regular or special meeting, except for pre-approved office supplies and necessary items.

Every delegate, director, officer, or member shall be indemnified by the corporation against all expenses and liabilities (including counsel fees) reasonably incurred in connection with any proceeding arising from their service, except where the individual is adjudged guilty of willful misfeasance or malfeasance. This right of indemnification is in addition to all other rights available.

Definition of indemnify:

1. Insure against loss: to provide somebody with protection, especially financial, against possible loss, damage, or liability.
2. Reimburse after loss: to pay compensation for loss, damage, or liability incurred.