VACATION RENTAL PROFESSIONALS OF MAINE

A Maine Nonprofit Mutual Benefit Corporation       

BYLAWS - 8.10.2022

      

ARTICLE I       

Name, Purposes

     

Section 1. Name. The name of this corporation is Vacation Rental

Professionals of Maine.

        

Section 2. Purposes. The corporation is organized for the purpose of

promoting the Maine vacation rental business through collaborative and effective

influence over matters affecting the industry while setting professional standards of

conduct for its members, and for any other purposes that are permitted under Title 13-B

of the Maine Revised Statutes Annotated and that are consistent with the provisions of

the corporation’s Articles of Incorporation and these Bylaws. The corporation is

organized and shall operate exclusively for the purposes described in Section 501(c)(6)

of the Internal Revenue Code of 1986, as amended (the “Code”). The corporation shall

have no purpose and shall exercise no powers that would disqualify it from tax exempt

status under Code section 501(c)(6). The corporation shall not carry on any activity that

is prohibited by Code section 501(c)(6).

        

Section 3. Office. The registered office shall be the place of business of the

Registered Agent, except as the Board of Directors may otherwise specify from time to

time in accordance with law. The location of the principal office of the corporation shall

be at such place as the Board of Directors shall fix, and the corporation may have such

other offices both within and without the State of Maine as the Board of Directors may

from time to time fix, or as the business of the corporation may from time to time

require.

Section 4. Seal. The seal of this corporation shall be circular in form with the

name of the corporation, the word "Maine", and the year of its incorporation so

engraved on its face that it may be embossed on paper by pressure, provided that the

Board of Directors may adopt a wafer seal in any form in respect of any particular

document or instrument, in which case such wafer seal affixed to such documents or

instrument shall be the corporate seal of this corporation thereon for all purposes by

law.

        

Section 5. Section Headings. The headings of Articles and Sections in these

Bylaws are for convenience only, and shall not be taken into account in construing

these Bylaws.

                        

ARTICLE II      

Membership

     

Section 1. Qualifications.     The corporation shall have two (2) classes of

members, designated as Members and Affiliate Members.     

        

Membership as a Member shall be open to vacation rental professionals

who (a) have a vacation rental in Maine, (b) represent 1 or more separately deeded

properties, (c) subscribe to the organization’s Code of Ethics, and (d) satisfy such other

membership criteria as shall be established from time to time by the corporation’s board

of directors. A Member that satisfies these criteria shall become a member

upon vote of the board of directors or a committee to which the board of directors

delegates membership admission.

        

Membership as an Affiliate Member shall be open to companies that provide

Goods and services to the industry and

 who (a) subscribe to the organization’s Code of Ethics and (b)

satisfy such other membership criteria as shall be established from time to time by the

corporation’s board of directors. Any person that satisfies these criteria shall become a

member upon vote of the board of directors or a committee to which the board of

directors delegates membership admission.      

        

A vacation rental professional is an entity or individual who owns or promotes or 

supports the promotion of rental properties in the vacation rental market for a fee and/or

manages services for vacation rentals for a fee.        

        

A member of the corporation shall cease being a member at such time as it fails to

satisfy the criteria for membership in its membership class.     

        

The Members of the corporation shall have the power to elect and remove

directors of the corporation (after the election of the initial board of directors by the

incorporators), subject to the right of the board of directors to fill vacancies in the board

of directors under the circumstances provided in the Maine Nonprofit Corporation Act

(the “Act”), 13-B M.R.S.A. section 101, et seq.

        

The Members shall also have all powers provided to the members of a

nonprofit corporation under the Act, including without limitation the power to approve

amendments to the corporation's articles of incorporation and the power to approve

mergers, consolidations, sales of all or substantially all of the corporation's assets and

dissolution of the corporation, and all other powers provided to the members by the

corporation’s articles of incorporation.     

Affiliate Members do not have voting rights but shall have such rights allowed to

them under the corporation’s bylaws, rules and regulations.    

        

Section 2. Appointment of Members. Appointment of new members shall be

delegated to the Membership Committee. Prospective members shall submit a written

application in the form supplied by the committee and shall pay dues for the current

year or a pro-rated portion thereof. The Membership Committee shall notify each

prospective member upon its admission as a Member or otherwise if its application is

not accepted. Membership shall renew annually on payment of dues at the beginning of

the fiscal year. Dues shall be set by the Board of Directors. Notification of dues

increases shall be provided no less than 15 days before the end of the fiscal year.

Section 3. Removal of Members. Members may be removed for the

following reasons:

1) Non-payment of Dues: Dues must be paid within thirty (30) days of the

beginning of the fiscal year, or within thirty (30) days of acceptance to membership, if

application occurs at another time during the fiscal year. Non-payment of dues shall

result in automatic suspension of membership rights, including voting and the display of

the organization logo on letterhead, website, etc., until such time as the dues are paid.

A majority of the Board of Directors may vote to terminate a member for non-payment of

dues if the dues remain unpaid after 90 days or are habitually or repeatedly unpaid. A

terminated member may apply for re-admittance 90 days after termination.

      

2) Violation of the Code of Ethics: The Board of Directors, acting at any

meeting duly called and held at which a quorum is present, by a two-thirds (2/3) vote of

the directors present and acting at the meeting, may terminate membership of any

member found to have violated the organization’s Code of Ethics. Before terminating a

member for violation of the Code of Ethics, the Board of Directors shall provide the

member with an opportunity to be heard before a meeting of the Board.

3) Failure to Satisfy Other Criteria for Membership: The membership of any

Member shall automatically terminate without any action required by the Board of

Directors if at any time the Member fails to satisfy the criteria for membership

established for the applicable class of members. Notwithstanding the foregoing, in any

case where there is a question about the Member’s satisfaction of the membership

criteria, the board of directors, acting at any meeting duly called and held at which a

quorum is present, by a two-thirds (2/3) vote of the directors present and acting at the

meeting, may terminate the membership of any member found not to satisfy the

applicable membership criteria.     

        

Section 4. Rights of Members. The Members of the corporation

shall have the power to elect and remove directors of the corporation after the election

of the initial Board of Directors by the incorporators, subject to the right of the Board of

Directors to fill vacancies in the Board of Directors under the circumstances provided in

the Maine Nonprofit Corporation Act.

        

The members shall also have all powers provided to the members of a

nonprofit corporation under Title 13-B of the Maine Revised Statutes Annotated,

including without limitation the power to approve amendments to the corporation's

Articles of Incorporation and the power to approve mergers, consolidations, sales of all

or substantially all of the corporation's assets and dissolution of the corporation, and all

other powers provided to the members by the corporation’s Articles of Incorporation and

these Bylaws.

        

Affiliate Members do not have voting rights, but shall be entitled to such rights

and powers as are provided to Affiliate Members by the corporation’s Articles of

Incorporation and these Bylaws.    

                   

ARTICLE III      

Annual Meetings of Members

     

Section 1. Place. Annual meetings of members shall be held at such time and

place, within or without the State of Maine, as shall be stated in the notice of the

meeting or in a duly executed waiver of notice thereof. All annual meetings of members

shall be conducted in accordance with the then current version of Robert's Rules of

Order, except to the extent waived by the members or as may otherwise be provided by

these Bylaws.

        

Section 2. Date. Annual meetings of members shall be held at the date, time and place of the Board of Directors’ choosing. At the annual meeting the Members shall elect a Board

of Directors, appoint new members (if any) and transact such other business as may be

brought before the meetings. If for any reason an annual meeting is not held on the

date specified herein, a substitute annual meeting may be held at any time following

such date in lieu thereof, and any business transacted or elections held at such

substitute annual meeting shall be valid as if transacted or held at the annual meeting.

Such substitute annual meeting may be called in the same manner and by the person or

persons prescribed for calling special meetings of members.     

        

Section 3. Notice. Unless waived in the manner prescribed by law, written

notice of the annual meeting or substitute annual meeting stating the place, day and

hour thereof shall be delivered by the Secretary in the manner prescribed by law for

annual meetings of members. Such written notice need not state the purpose of the

meeting.       

                        

ARTICLE IV      

Special Meetings of Members

      

Section 1. Place and Date. Special meetings of members for any purpose or

purposes may be held at such time and place, within or without the State of Maine, as

shall be stated in the notice of the meeting or in a duly executed waiver of notice

thereof. All special meetings of members for any purpose shall be conducted in

accordance with the then current version of Robert's Rules of Order, except to the

extent waived by the members or as may otherwise be provided by these Bylaws.

        

Section 2. Call. Special meetings of the members, for any purpose or

purposes, may be called by the Secretary or such other officer or officers, Directors or

members who by law may call special meetings of members.

        

By petition in writing submitted to one of the above officers, twenty percent (20%)

of the Member Agencies may require such officer to call a special meeting.

        

Section 3. Notice. Unless waived in the manner prescribed by law, written

notice of a special meeting, stating the place, day and hour thereof and the purpose or

purposes for which the meeting is called, shall be delivered in the manner prescribed by

law.       

                   

ARTICLE V      

Quorum and Voting

        

Section 1. Quorum. Fifteen percent (15%) of the members in good

standing and entitled to vote, represented in person or by proxy, shall constitute a

quorum at all meetings of the members for the transaction of business except as

otherwise provided by law. If, however, such quorum shall not be present or

represented at any meeting of the members, the members present in person or

represented by proxy shall have power to adjourn the meeting from time to time, without

notice (except as otherwise provided by law) other than announcement at the meeting,

until a quorum shall be present or represented. At such adjourned meeting at which a

quorum shall be present or represented, any business may be transacted that might

have been transacted at the meeting as originally notified.

        

Section 2. Voting Rights. Each Member in good standing shall be

entitled to one vote on each matter submitted to a vote at a meeting of members.

Affiliate members may not vote. A member may vote either in person or by proxy

executed in the manner prescribed by law.

        

At any meeting at which a quorum of members is present, the act of a majority of

such votes cast at the meeting shall be the act of the members, unless the act of a

greater number is required by law or these Bylaws.

        

Section 3. Action by Consent. Any action required or permitted by law to be

taken at a meeting of members may be taken without a meeting if written consents,

setting forth the action so taken, are signed by all members entitled to vote on such

action and are filed with the Secretary of the corporation as part of the corporate

records at any time before or after the intended effective date of such action. Such

written consents may contain statements in the form of, and in any case shall have the

same effect as, unanimous vote or votes of the members and may be stated as such in

any certificate or document required or permitted to be filed with the Secretary of State

of Maine, and in any certificate or document prepared or certified by any officer of the

corporation for any purpose.

        

      

ARTICLE VI      

Directors

      

Section 1. Number, Qualifications and Terms. The number of directors

shall be not less than 5 nor more than 15. The directors shall be elected at the annual

meeting of the members, and their terms shall start at the end of the annual meeting.

Unless otherwise specified by the members or directors electing the director(s), each

director shall be elected for a term of two (2) years or until the election and qualification

of the director’s successor or until the director’s earlier resignation, removal from office,

death or incapacity. The terms of directors shall be staggered to the extent possible so

that the terms of one-half (1⁄2) of the directors shall expire at each annual meeting of the members.

        

Directors of the corporation must be Members in good standing, or, in

the case of a Member that is a business entity, a representative of that Member.

        

Directors need not be residents of the State of Maine.          

        

Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board

of Directors may be filled by a majority of the remaining directors. Any director may

resign his office by delivering a written resignation to the President or Secretary.

Directors may be removed from office in the manner prescribed by law.

        

Section 3. Powers. The Board of Directors shall manage and control the

business, property and affairs of the corporation. In the management and control of the

business, property and affairs of the corporation, the Board of Directors is hereby

vested with all of the powers and authority of the corporation itself, so far as not

inconsistent with law, the Articles of Incorporation or these Bylaws.

        

Section 4. Compensation. The Board of Directors as such shall serve

without compensation.        

        

ARTICLE VII      

Meetings of the Board of Directors

        

Section 1. Annual Meeting. The first meeting of each newly elected Board of

Directors shall be held at such time and place as shall be fixed by the members at their

meeting electing them, or if no such time and place are fixed, said first meeting shall be

held at the place of and immediately following such meeting of members. In either

event, no notice of such meeting shall be necessary. Such meeting of the directors may

also convene at such place and time as shall be fixed by the consent in writing of all the

directors. All annual meetings of the Board of Directors shall be conducted in

accordance with the then current version of Robert's Rules of Order, except to the

extent waived by the directors or as may otherwise be provided by these Bylaws.

        

Section 2. Regular Meetings. Regular meetings of the Board of Directors

may be held upon such notice, or without notice, and at such time and place as shall

from time to time be fixed by the Board. Unless otherwise specified by the Board, no

notice of such regular meetings shall be necessary All regular meetings of the Board of

Directors shall be conducted in accordance with the then current version of Robert's

Rules of Order, except to the extent waived by the directors or as may otherwise be

provided by these Bylaws.

        

Section 3. Special Meetings. Special meetings of the Board of Directors may

be called by the President, the Secretary or any other person or persons authorized by

law to call such meetings. All special meetings of the Board of Directors shall be

conducted in accordance with the then current version of Robert's Rules of Order,

except to the extent waived by the directors or as may otherwise be provided by these

Bylaws.         

Unless notice is waived in the manner prescribed by law, notice of special

meetings of the Board of Directors shall be given by mail, hand delivery, cable or

telegram. Notice mailed to a Director's usual or last known place of business or

residence at least three (3) days before the day of the meeting shall be sufficient notice

thereof. Notice delivered in hand, or sent by SMS (text), email, or another substantially

instantaneous form of written messaging used by the director, to a director's usual or

last known place of business, residence or other regular address at least twenty-four

(24) hours before the time of the meeting shall be sufficient notice thereof. The sending

of notice by a person or persons authorized to call a special meeting of the Board of

Directors shall constitute the call thereof. The time and place of a special meeting of

the Board of Directors shall be specified in the notice thereof. Such written notice need

not state the purpose of the meeting.

        

Section 4. Attendance as Waiver of Notice. Attendance of a director at any

meeting shall constitute a waiver of notice of such meeting, except where a director

attends for the express purpose, stated at the meeting, of objecting to the transaction of

any business because the meeting is not lawfully called, noticed or convened.

        

Section 5. Quorum and Vote Required. Fifty percent (50%) of the directors

then in office shall constitute a quorum for the transaction of business unless a greater

number is required by law or these Bylaws. The act of a majority of the directors present

at any meeting at which a quorum is present shall be the act of the Board of Directors,

unless the act of a greater number is required by law or these Bylaws.

        

Section 6. Action by Consent. Any action required or permitted by law to be

taken at a meeting of the directors, or of a committee of the directors, may be taken

without a meeting if all of the directors, or all of the members of the committee, as the

case may be, sign written consents setting forth the action taken or to be taken, at any

time before or after the intended effective date of such action. Such consents shall be

filed with the minutes of directors' meetings or committee meetings, as the case may be,

and shall have, and may be stated by any officer of the corporation to have, the same

effect as a unanimous vote or resolution of the Board of Directors. Any such action

taken by unanimous written consents may, but need not be, set forth in such consents

in the form of resolutions or votes.         

              

ARTICLE VIII     

Committees

        

Section 1. Executive Committee. The Board of Directors, by a resolution

adopted by a majority of the full Board of Directors, may designate from among its

members an executive committee consisting of three or more directors, and may

delegate to such executive committee all the authority of the Board of Directors in

management of the corporation's business and affairs, except as limited by law or the

resolution establishing the executive committee or any other resolution thereafter

adopted by the Board of Directors. Unless otherwise established by the Board of

Directors, the Executive Committee shall consist of the President, Vice President,

Treasurer and Secretary of the corporation.

        

Vacancies in the membership of the executive committee shall be filled by

resolution adopted by a majority of the full Board of Directors. The executive committee

shall keep regular minutes of its proceedings and report the same to the Board of

Directors. Members of the executive committee may be removed from office, with or

without cause, by resolution adopted by a majority of the full Board of Directors.

        

Section 2. Membership Committee. The Board of Directors by a resolution

adopted by a majority of the directors may designate from among its members a

membership committee consisting of three or more directors, and may delegate to such

membership committee the authority of the Board of Directors to appoint members of

the corporation, consistent with the corporation’s Articles of Incorporation and Bylaws.

Vacancies in the membership of the membership committee shall be filled by resolution

adopted by a majority of the full Board of Directors. The membership committee shall

keep regular minutes of its proceedings and report the same to the full Board of

Directors. Members of the membership committee may be removed from office, with or

without cause, by resolution adopted by a majority of the full Board of Directors.

        

Section 3. Other Committees. The Board of Directors by a resolution

adopted by a majority of the full Board of Directors may designate from among its

members other committees, consisting of any number of directors or other persons

specified in the authorizing resolution. Such other committees shall have the

responsibilities and authority specified in the authorizing resolution, as it may be

amended and supplemented from time to time. Vacancies in the membership of

committees shall be filled by resolution adopted by a majority of the full Board of

Directors. All committees shall keep regular minutes of their proceedings and report the

same to the Board of Directors. Members of a committee may be removed from office,

with or without cause, by a resolution adopted by a majority of the full Board of

Directors.

              

ARTICLE IX      

Officers

     

Section 1. Number. The officers of the corporation shall be chosen by the

Board of Directors and shall be a President, a Secretary, a Registered Agent, who shall

be a resident of Maine, and a Treasurer. The Board of Directors may also elect one or

more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers.

The Immediate Past President shall be an ex officio member of the executive committee

for 1 year following their term as president.

        

Section 2. When Chosen; Qualifications. The Board of Directors at its

initial meeting after the incorporation of the corporation and at each regular meeting

held after each annual meeting of members shall choose such officers. The Registered

Agent need not be elected annually and shall hold office until the corporation changes

its Registered Agent in the manner provided by law.

       

Section 3. Additional Officers. The Board of Directors may appoint such

other officers and agents as it shall deem necessary who shall hold their offices for such

terms and shall exercise such powers and perform such duties as shall be determined

from time to time by the Board of Directors.

        

Section 4. Compensation of Officers. Officers as such shall serve without

compensation.

        

Section 5. Vacancies, Term and Removal. The officers of the corporation

shall hold office until their successors are chosen and qualified. Any officer elected or

appointed by the Board of Directors may be removed at any time by the Board of

Directors with or without cause. Any vacancy occurring in any office of the corporation

may be filled by the Board of Directors.

        

Section 6. President. The President shall be the chief executive officer of the

corporation, shall preside at all meetings of the members and the Board of Directors,

shall have general and active management of the business of the corporation, and shall

see that all orders and resolutions of the Board of Directors are carried into effect.

        

Section 7. Vice-President. The Vice-President, if any, or if there shall be

more than one, the Vice-Presidents in the order determined by the Board of Directors,

shall, in the absence or disability of the President, perform the duties and exercise the

powers of the President and shall perform such other duties and have such other

powers as the Board of Directors may from time to time prescribe.

        

Section 8. Secretary. The Secretary shall keep, in a book kept for such

purpose, the records of all members' meetings, and shall perform such duties and have

such powers as are prescribed by law. The Secretary shall keep, in a book kept for that

purpose, copies of all minutes and records of proceedings of the Board of Directors, the

executive committee, the membership committee, the allocations committee and any

other committees established from time to time. The Secretary shall keep and maintain

a current list of the names and addresses of all members of the corporation, by

category. The Secretary shall have the custody of the corporate seal and may affix the

same to documents requiring it, and attest the same. The Secretary may permit the

President or Treasurer to keep a duplicate of the corporation seal.

        

Section 9. Assistant Secretaries. The Assistant Secretary, or if there be more

than one, the Assistant Secretaries, in the order determined by the Board of Directors,

shall, in the absence or disability of the Secretary, perform the duties and exercise the

powers of the Secretary and shall perform such other duties and have such other

powers as the Board of Directors may from time to time prescribe.

        

Section 10. Treasurer. The Treasurer shall have the custody of the corporate

funds and securities and shall keep full and accurate accounts of receipts and

disbursements in books belonging to the corporation and shall deposit all monies and

other valuable effects in the name and to the credit of the corporation in such

depositories as may be designated by the Board of Directors. The Treasurer shall

disburse the funds of the corporation as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements, and shall render to the President and

the Board of Directors, at its regular meetings, or when the Board of Directors so

requires, an account of all transactions as Treasurer and of the financial condition of the

corporation.

        

Section 11. Assistant Treasurers. The Assistant Treasurer, or, if there shall be

more than one, the Assistant Treasurers, in the order determined by the Board of

Directors, shall, in the absence or disability of the Treasurer, perform the duties and

exercise the powers of the Treasurer and shall perform such other duties and have such

other powers as the Board of Directors may from time to time prescribe.       

              

ARTICLE X      

Fiscal Year

     

Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by

resolution of the Board of Directors.

        

ARTICLE XI      

Execution of Documents

        

Section 1. Execution of Documents. Unless the Board of Directors, the

executive committee or the members shall otherwise generally or in any specific

instance provide: (a) any bill, note, check or negotiable instrument may be executed or

endorsed in the name and on behalf of the corporation by the President or the

Treasurer, acting singly, and (b) any other instrument, documents, deeds, bills of sale or

other writings of whatever nature shall be executed in the name and on behalf of the

corporation by the President or the Treasurer, acting singly, and either officer may sell,

acknowledge and deliver the same. Notwithstanding the foregoing, payment of bills over

$1,500.00 must be approved by the Executive Committee or the full board of directors.    

                   

ARTICLE XII      

Exculpation and Indemnification

        

Section 1. Exculpation. No officer, director or member of the corporation shall

be personally liable to the corporation or its members for monetary damages for breach

of fiduciary duty as an officer, director or member notwithstanding any provision of law

imposing such liability; provided, however, that this Section shall not eliminate or limit

the liability of an officer, director or member (i) for any breach of the officer's, director's

or member’s duty of loyalty to the corporation or its members, (ii) for acts or omissions

in which the officer, director or member did not act in good faith or in the reasonable

belief that his action was in the best interests of the corporation, (iii) for acts or

omissions that involve intentional misconduct or a knowing violation of law, or (iv) for

any transaction from which the officer or director derived an improper personal benefit;

and provided further that such limitation shall be effective only to the extent that the

corporation's exemption from taxation under the Code is not adversely effected thereby.

No amendment or appeal of this Article shall adversely affect the rights and

protection afforded to an officer, director or member of the corporation under this Article

for acts or omissions occurring prior to such amendment or appeal.

        

Section 2. General Indemnification. The corporation shall, to the full extent of its

power to do so provided by law, including without limitation Section 714 of Title 13-B of

the Maine Revised Statutes of 1964, as amended, and laws supplemental thereto or

amendatory thereof, indemnify any person who was or is a director or officer of the

corporation or is or was serving at the request of the corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust or other

enterprise, against expenses, including attorneys' fees, judgments, fines and amounts

paid in settlement actually and reasonably incurred by him.

        

Section 3. Special Indemnification. Nothing contained in Section 2 of this

ARTICLE XIII shall prevent the corporation, by action of its members or by action of

disinterested directors, from indemnifying any person, including without limitation a

director, an officer, an employee or an agent of the corporation, in any particular case, if

in the judgment of the members or the disinterested directors such indemnification

should be made.       

      

ARTICLE XIII     

Amendments

     

Section 1. Amendments. The Board of Directors shall have the power to

alter, amend or repeal these Bylaws, and to adopt new Bylaws.        

              

ARTICLE XIV     

Dissolution

      

Section 1. Dissolution. In the event of the dissolution or liquidation of the

corporation, after payment or provision for the payment of all liabilities of the

corporation, all of the assets of the corporation shall be disposed of to one or more

corporations, societies or organizations with similar purposes that qualify (i) for

exemption from taxation under Code section 501(c)(3) and (ii) as charitable, religious,

eleemosynary, benevolent or educational corporations within the meaning of Title 13-B

of the Maine Revised Statutes, as amended. Such organizations need not be organized

under the laws of the state of Maine. Any assets not disposed of in this manner by the

corporation shall be distributed in accordance with an order of a court of competent

jurisdiction in the county where the principal office of the corporation is located,

exclusively for such purposes or to such organizations as said court shall determine,

provided that such organizations shall have similar purposes and be exempt from

taxation under the provisions of said Code section 501(c)(3).    

        

ARTICLE XV

Conflict of Interest Policy

1. Purpose. The purpose of this conflict of interest policy is to protect the

interests of Vacation Rental Professionals of Maine (the “Corporation”) when it is

contemplating entering into a transaction or arrangement that might benefit the private

interest of an officer or director of the Corporation. This policy shall be interpreted in a

manner consistent with the requirements of Section 718 of the Maine Nonprofit

Corporations Act, 13-B M.R.S.A. section 101, et seq. It shall supplement but not replace

any other applicable state and federal laws governing conflict of interest applicable to

nonprofit mutual benefit organizations.

2. Definitions.

a. A “Conflict of Interest Transaction” is a transaction or arrangement in

which an Interested Person has a Financial Interest.

b. An “Interested Person” is any person who serves the Corporation as a

director, officer, or member of a committee with board delegated powers.

c. An Interested Person has a “Financial Interest” in a transaction or

arrangement if the person has, through business, investment, or family:

i. A direct financial interest in the transaction or arrangement.

ii. An ownership, investment or other material interest, or an interest as a

general partner, manager, director, officer or trustee, in any entity with which the

Corporation has an arrangement or that is a party to the transaction.

iii. A compensation arrangement with any entity or individual with

which the Corporation has a transaction or arrangement, or

iv. A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the Corporation is negotiating a

transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that

are not insubstantial.

3. Procedures.

a. Duty to Disclose. If an Interested Person has any actual or possible

Conflict of Interest Transaction, he or she must disclose the existence of his or her

Financial Interest and all other material facts to the board of directors or (if applicable)

the members of the committee with board delegated powers that is considering the

proposed transaction or arrangement. The Interested Person should provide the board

of directors or the relevant committee with copies of all relevant documents and other

materials.

b. Determining whether a Transaction Is a Conflict of Interest Transaction.

After disclosing the Financial Interest and all material facts, the Interested Person shall

have the right to make a presentation at the board or committee meeting that considers

the potential Conflict of Interest Transaction. The board of directors or the relevant

committee shall also have the opportunity (at its option) to discuss the circumstances

with the Interested Person. The Interested Person should cooperate in that discussion

if requested. Following the presentation and/or discussion, the board of directors or the

relevant committee shall determine whether the transaction constitutes a Conflict of

Interest Transaction. The Interested Person shall not have the right to participate in or

observe the deliberations or vote.

c. Procedures for Addressing the Conflict of Interest. If the board of directors

or the relevant committee determines that the proposed transaction is a Conflict of

Interest Transaction, it should follow these procedures:

i. The President of the board of directors or the chairperson of the

committee shall, if appropriate, appoint a disinterested person or committee to

investigate alternatives to the proposed Conflict of Interest Transaction.

ii. After exercising due diligence, the board of directors or committee shall

determine whether the Corporation can obtain with reasonable efforts a more

advantageous transaction or arrangement from a person or entity that would not give

rise to a conflict of interest.

iii. If a more advantageous transaction or arrangement is not reasonably

possible under circumstances not producing a conflict of interest, the board or

committee shall determine (by a majority vote of the directors who have no direct or

indirect interest in the transaction) whether the Conflict of Interest Transaction is in the

Corporation’s best interest, for its own benefit, and whether it is fair, reasonable and

equitable to the Corporation as of the date the transaction is authorized, approved or

ratified. A Conflict of Interest Transaction may not be approved by a single director.

The party asserting the fairness of a Conflict of Interest Transaction shall have the

burden of establishing fairness. In conformity with the above determination the board of

directors or relevant committee shall make its decision as to whether to enter into the

Conflict of Interest Transaction.

iv. The board of directors may request approval of any Conflict of Interest

Transaction from the Attorney General or by the Superior Court in an action in which the

Attorney General is joined as a party. If the relevant committee is unable to make a

decision about any potential Conflict of Interest Transaction, it shall refer the matter to

the full board of directors. If the board of directors is unable to make a decision about

any potential Conflict of Interest Transaction, one or more directors or officers may

request approval from the Maine Attorney General or the Superior Court as provided

above.

d. Violation of the Conflicts of Interest Policy.

i. If the board of directors or a committee with board delegated powers has

reasonable cause to believe a member has failed to disclose an actual or possible

Conflict of Interest Transaction, it shall inform the member of the basis for such belief

and afford the member an opportunity to explain the alleged failure to disclose.

ii. If, after hearing the member’s response and after making further

investigation as warranted by the circumstances, the board of directors or relevant

committee determines the member has failed to disclose an actual or possible Conflict

of Interest Transaction, it shall take appropriate disciplinary and corrective action.

e. Records of Proceedings. The minutes of the board of directors and all

committees with board delegated powers shall contain:

i. The names of the persons who disclosed or otherwise were found to have

a financial interest in connection with an actual or possible Conflict of Interest

Transaction, the nature of the Financial Interest, any action taken to determine whether

a conflict of interest was present, and the board’s or committee’s decision as to whether

a Conflict of Interest Transaction in fact existed.

ii. The names of the persons who were present for discussion and votes

relating to the Conflict of Interest Transaction, the content of the discussion, including

any alternatives to the proposed transaction or arrangement, and a record of any votes

taken in connection with the proceedings.

4. Compensation.

a. Recusal of Directors Required. A voting member of the Board who

receives compensation, directly or indirectly, from the Corporation for services is

precluded from voting on matters pertaining to that director’s compensation.

b. Recusal of Certain Committee Members Required. A voting member of

any committee whose jurisdiction includes compensation matters and who receives

compensation, directly or indirectly, from the Corporation for services is precluded from

voting on matters pertaining to that member’s compensation.

c. Information May Be Presented. No voting member of the Board or any

committee whose jurisdiction includes compensation matters and who receives

compensation, directly or indirectly, from the Corporation, either individually or

collectively, is prohibited from providing information to any committee regarding

compensation.

d. Specific Arrangements. The board of directors will approve all

compensation arrangements over which it has authority in advance of paying

compensation. All compensation arrangements for the Corporation shall be in writing,

and shall at a minimum note the date and basic terms of the arrangement.

5. Annual Statements. Each director, principal officer and member of a

committee with board delegated powers shall annually sign a statement that affirms

such person has received a copy of this Conflicts of Interest Policy, has read and

understands the policy, and agrees to comply with the policy.

6. Periodic Reviews.

a. Review Procedure. To ensure the Corporation operates in a manner

consistent with its exempt purposes and does not engage in activities that could

jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic

reviews shall, at a minimum, include the following subjects:

i. Whether compensation arrangements and benefits are reasonable, based

on competent survey information, and the result of arm’s length bargaining.

ii. Whether partnerships, joint ventures, and arrangements with management

organizations conform to the Corporation’s written policies, are properly recorded,

reflect reasonable investment or payments for goods and services, further the

Corporation’s exempt purposes and otherwise comply with all laws relevant to the

Corporation’s status as a tax exempt mutual benefit corporation.

(b) Use of Outside Experts. When conducting the periodic reviews as

provided for in paragraph (a), the Corporation may, but need not, use outside advisors.

If outside experts are used, their use shall not relieve the board of its responsibility for

ensuring periodic reviews are conducted.

ARTICLE XVI

Code of Ethics     

        The Code of Ethics of the Vacation Rental Professionals of Maine shall be adopted by a

vote of the members and attached to the Bylaws. The Code of Ethics may be

amended from time to time by a vote of members.