
UPDATED ByLaws 2022
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.

our history
The Vacation Rental Professionals of Maine (VRPOMe) began as an informal group of six vacation rental agencies in Maine in 2006. This group of visionary small business owners wanted to network and help each other with issues in an unregulated industry. They were aware that as agencies they needed to self-regulate. Membership in the VRMA (Vacation Rental Managers Association) helped them do this. Legal and operational issues were regular topics of discussion on a statewide basis as they met in different locations around the State.
In 2013, the group reached out to the 80 or more agencies in the state after a DHHS inspector came to Boothbay and asked Cottage Connection to produce a DHHS license. This was how vacation rentals first became aware of the bill, LD330, a bill to require Vacation Rentals to have a DHHS license. It became quite clear that Maine urgently needed a voice for vacation rental companies to communicate with our legislative leaders. The group rallied and created a grass roots effort to testify in Augusta, meet with lobbyists, and talked to legislators and the media. This helped result in the defeat of this bill and several others.
Today, our memberships are increasing year after year, and we have been successful in advocating for Vacation Rentals. We received our first significant donation of $5,000 from LiveRez software in December of 2015 in recognition of our success and momentum here in Maine. We are very active with legislation and are working with Deb Hart of Hart Public Policy to stay on top of legislation at both the Regional, State and local levels. We have an active, committed volunteer Board of Directors developing great educational programs to help our industry.
Our mission from the beginning has been to provide support and leadership for the Maine vacation rental industry, as well as the rest of the Northeast, through effective collaborative influence in the marketplace while promoting professional standards for our members. One of our guiding principles is a promise to our guests to deliver quality service and value to the public.
Our successes
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Led an Effort to Oppose and Defeat LD 330 in 2013
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We hired lobbyist Deb Hart to help in our efforts
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Met one-on-one with Governor LePage whom supported our efforts
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Assisted DHHS with Definition of Vacation Rental
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Removed Vacation Rentals from Hotel/Motel laws
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Led Opposition and Defeat of LD 436 in 2015
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Held First Statewide Annual Meeting Dec. 2015
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Awarded $5,000 by LiveRez reservation software company in 2015

Your Voice, your investment
The Vacation Rental Professionals of Maine represents the best of the professional agencies and vacation properties in our great State before elected officials for voting and policy decisions. We are on the front lines of issues that directly affect the bottom line for all of us in this growing industry: taxes, length of rental stays, good neighbor relations, health and safety standards, insurance and more. We are quickly becoming the "go to" voice for the media in print,
We are quickly becoming the “go to” voice for the media in print, radio and television for background information and professional opinions. You can see more information about our past and current activities by viewing our newsletters.
Our lobbying and educational programs play a much needed, vital, role in the democratic process and help to ensure sound policy decisions. A few examples of our successful efforts on behalf of vacation rentals and our members in just the past two years include:
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Testified and coordinated a statewide effort to defeat a bill (LD 330 in 2013) which would have required private homes to have a prohibitive hotel/motel DHHS license.
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Helped clarify and remove vacation rentals from the Hotel/Motel laws.
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Created and then introduced the definition of a “vacation rental” into Maine law.
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Formally organized as a 501 C 6 to give our industry a non-profit educational voice.
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Defeated a second attempt to place restrictions on length of vacation stays in rentals and again to require private vacation homes to have a hotel/motel DHHS license for less than 7 night rentals (LD436 in 2015
in the news
Click on a Headline Below to Read Past News Stories:
Latest Article: VRMintel
Vacation Rental Professionals of Maine Select Fetch My Guest to Power NortheastStays.com
Local vacation rental owners defeat bill
LePage seeks to eliminate state inspections of lodging businesses
Dozens of Maine property owners oppose bill to regulate rentals
Legislative panel says no to regulating vacation rentals
Rockland holds off vote on regulating vacation rentals
LePage lodging deregulation details still unclear
Plan to regulate Airbnb might lead to total deregulation in Maine
Legislative committee considers bill requiring minimum 7-day stay for vacation rentals
Rockland Council turns attention to transient housing in private homes
Maine vacation rental managers to hold first conference
THe Definition of a vacation rental
According to the current Maine law
“Vacation Rental” means a residential property that is rented for vacation, leisure, or recreation purposes for a day, a week or a month, and typically under 30 days but not for more than an entire summer or winter season, to a person(s) who have a place of permanent resident to which the person intends to return.
What is a Vacation Rental?
1. VR Experience Vs Hotel-Type Experience. An owner renting their residential property for a period of time does not thereby transform it into a commercial property or use. The fact that a vacation rental is of short duration does not thereby transform that rental into a hotel stay. It is still a vacation rental, whether for a day, a week, or a month or season. It is a different experience of a whole house “like a home away from home”.
2. Whole Property Vs Rooms. Vacation rentals operate under a different model than hotels. When a home is rented for vacation purposes, the entire home is put at the disposal of the renters, not just a room or a group of rooms within the home, as occurs at a hotel, inn or bnb. If a property is partially rented, for whatever period of time, that is not a vacation rental.
3. Vacation rentals are “self-catering” - the renters are responsible for all of their own meals, as compared to the hotel model where management purchases the food, cooks and serves it.
4. Vacation Renters are renting for a common purpose. A group renting a private home is comprised of individuals who know each other, not total strangers, as occurs in the hotel model. Often for family reunions, birthday celebrations, or just “together time” for people who all know each other and wish to spend time together in a whole house environment.
5. Health and Safety Regulations. The residential safety model, not the hotel model is appropriate for vacation rentals, with safety criteria applied to residential occupancy as follows: safe water, safe decks and railing, safe heating systems with smoke and carbon monoxide detectors.