By-Laws of the Maine Association of Retirees, Inc.
MAINE ASSOCIATION OF RETIREES, INC.
Table of Contents
Article I…. Name Page
Article II… Mission Page 1
Article III…Objectives Page 1
Article IV…Membership Page 1
Article V… Organizational Structure Page 2
Regions Page 2
Committees Page 2
Article VI…Board of Directors Page 3
Composition Page 3
Duties Page 3
Meetings Page 3
Attendance Page 3
Annual Meeting Page 3
Elections Page 4
Responsibilities of Regional Directors Page 4
Duties of the President Page 5
Duties of the Vice President Page 5
Duties of the Secretary Page 5
Duties of the Treasurer Page 5
Article VII…Non-Discrimination Page 6
Article VIII…Conflict of Interest Policy Page 6
Article IX….Dissolution Clause Page 6
Article X……Parliamentary Authority Page 6
Article XI….Amendment of the Bylaws Page 6
Maine Legislative Contact Page 12
BY-LAWS of the MAINE ASSOCIATION OF RETIREES, INC.
******
ARTICLE I NAME
The corporate name of the organization shall be the Maine Association of Retirees, Inc. (MAR), an independent, non-partisan, non-profit*, organization incorporated under the laws of the State of Maine on August 12, 1980.
*“Articles of Incorporation as a non-profit corporation, as amended September 15, 2003, are on file with the Maine Secretary of State (file N810037ND) and include the language of the By-Laws where applicable.”
ARTICLE II MISSION
The mission of the Maine Association of Retirees is to improve the health, welfare and financial security of retired public service employees, and to protect and enhance their retirement benefits.
ARTICLE III OBJECTIVES
The objectives of this Association shall be as follows:
A. To work for the maintenance of the Maine Public Employees Retirement System (MainePERS) by keeping it on a solvent basis and by ensuring that it functions under accepted actuarial procedures for the protection and benefit of the State of Maine and all current members and retired members of the system;
B. To promote recognition and consideration of the needs of retirees by providing an organization through which all persons receiving benefits from the MainePERS may express their views on federal, state and local legislation and rules affecting retirement provisions or benefits;
C. To work with other relevant organizations toward a common goal of improving retirement benefits and enhancing the quality of life;
D. To support activities that benefit members and future retirees; and
E. To receive gifts and bequests to set up endowment funds, income only to be used for purposes specified by the donors and approved by the Board of Directors.
ARTICLE IV MEMBERSHIP
Any person receiving a pension benefit from MainePERS is eligible for membership, including beneficiaries.
Dues: Dues shall be established by the Board of Directors based on projected costs. The preferred method of payment is automatic deduction from monthly retirement checks. An additional processing fee shall be imposed for paying annually. The membership year shall run from July 1 to June 30.
ARTICLE V ORGANIZATIONAL STRUCTURE
A. Regions. The Association shall consist of one governing Board of Directors made up of one Director from each of the five Regions and four elected Officers consisting of President, Vice-President, Treasurer and Secretary. Each of the five Regions shall have one Alternate Director who will serve in the absence of the regular Director. The five Regions of the State of Maine shall be as follows:
1. Region I Aroostook County
2. Region II Penobscot, Piscataquis, Hancock and Washington Counties
3. Region III Kennebec, Knox, Lincoln, Sagadahoc, Somerset and Waldo Counties
4. Region IV Androscoggin, Franklin and Oxford Counties
5. Region V Cumberland and York Counties
B. Committees: The Association shall have two standing committees – Legislative and Finance. All other committees shall be Ad Hoc Committees which shall be appointed for specific purposes by either the President or the Board of Directors. All Committees shall inform the Board of their activities.
1. The President shall appoint the Legislative Committee, which shall:
a. Study and recommend changes in the State and Federal laws affecting public service retirees; and the rules and regulations of MainePERS and other relevant programs;
b. When appropriate, work cooperatively with other associations representing public service retirees.
c. Establish contacts with lawmakers in order to convey MAR’s positions on proposed laws, as well as finding sponsors and co-sponsors for MAR issues; and,
d. Association members who are legislators or retired legislators are encouraged to serve as members of this Committee.
2. The Finance Committee shall be composed of the Treasurer and other Association members appointed by the President. The Committee shall:
a. Work with Association staff to review the proposed budget for the fiscal year beginning July 1.
b. Submit the proposed budget to the Board of Directors for approval prior to the beginning of the fiscal year.
c. Advise Association staff on administering the budget and review the budget periodically to determine if revisions are necessary. Any revisions must be approved by the Board of Directors.
ARTICLE VI BOARD OF DIRECTORS
A. Composition. The Board of Directors shall consist of Officers of the Association, and the Regional Directors.
B. Duties. The Board of Directors shall:
1. Set the overall policies of the Association;
2. Review and approve a proposed budget for each fiscal year;
3. Approve the use of the Association’s reserve funds;
4. Employ an Executive Director who serves as a non-voting member of the Board. The position will be classified as Exempt under the Fair Labor Standards Act (FLSA). The duties of the Executive Director include but are not limited to:
a. Assuring the Association has a long-range strategic plan, which is consistent with the Association’s mission and aspires to consistent and timely progress;
b. Provide leadership in developing program, organizational and financial plans with the Board of Directors and staff, and implement plans and policies adopted by the Board;
c. Maintain official records and documents and ensures compliance with federal, state and local regulations;
d. Has operational responsibility and management of the Association; and
e. Perform such duties as specified by these By-Laws or as may be directed by the Board of Directors.
C. Meetings.
The Board of Directors shall meet at least ten (10) times per year at locations designated by the President. Special meetings of the Board of Directors can be called by the President or upon the written request of five (5) members of the Board. Five (5) members of the Board shall constitute a quorum.
1. Attendance. Each member of the Board of Directors, to be in good standing and remain a Director, must attend 75% of scheduled meetings, which include meetings of the Board of Directors, Regional Meetings corresponding to their specific region and meetings of committees on which they serve and perform the duties as outlined in the By-Laws. A Director participating in a meeting remotely shall be deemed present at the meeting. No limit is imposed on the number of Directors who can participate in a meeting in this way.
2. Annual Meeting. The Association shall hold, when appropriate, an Annual Meeting of members once a fiscal year. The Board shall have the authority to hold the Annual Meeting in an alternative format.
D. Elections:
1. The Officers of the Association shall be elected at the Annual Meeting for two-year terms as follows:
a. Vice President and Treasurer on odd numbered years (2019, 2021, 2023, etc.)
b. President and Secretary on even numbered years (2020, 2022, 2024, etc.).
2. The members of the Board of Director who are Regional Directors will be elected at their Regional Meetings for two-year terms to begin subsequent to the meeting in which they were elected as follows:
a. One Director and one Alternate from Regions 1, 3 and 5 will be elected on odd numbered years at their Regional Meetings.
b. One Director and one Alternate from Regions 2 and 4 will be elected on even numbered years at their Regional Meetings.
3. Officers and members of the Board of Directors shall be elected for any number of consecutive terms. When there is only one (1) candidate for an office, the election of that candidate may be by acclamation. No member shall hold more than one (1) elected office at a time. Resignations will be accepted in writing at any time during a member’s term. Vacancies, including unexpired terms, shall be filled immediately by appointment by the President. The appointments shall be subject to ratification by the Board of Directors.
E. Responsibilities of Regional Directors. The Regional Directors shall:
1. Represent their Regions on the Board of Directors and serve as the referral point for regional and individual issues to and from the Board of Directors;
2. Contribute to the agenda for any regional meetings for the membership in that Region;
3. Serve as the Association’s representative and liaison on Board of Directors for their Region for activities such as:
a. Surveys and requests for information;
b. Recruitment of new members;
c. Suggestions for new and expanded programs for members;
d. Legislative issues;
e. Presentations to local organizations and businesses at least once during the calendar year;
f. Contacts with legislators and local resources pertinent to retiree needs; and
g. Obtain one additional benefit for members in the calendar year.
F. Duties of the President. The President shall:
1. Serve as spokesperson for the Association;
2. Preside over meetings of members;
3. Serve as a member ex-officio of the Legislative Committee, Finance Committee, and ad hoc committees;
4. Appoint the membership of special committees; and
5. Designate the Vice-President or other designees to represent the Association at any time for any reason.
G. Duties of the Vice-President. The Vice-President shall:
In the absence or inability of the President to serve, the Vice-President shall fulfill the duties of the Office of the President with the same authority. The Vice-President serves as the Chair of the Legislative Committee.
H. Duties of the Secretary. The Secretary shall:
1. Record the minutes of meetings of the Board of Directors;
2. Ensure a written record is kept of meetings of the Board of Directors and that copies of such written records shall be provided to the Board of Directors; and
3. Provide minutes of meetings of the Board of Directors for review and approval.
I. Duties of the Treasurer. The Treasurer shall:
1. Ensure disbursements are properly made;
2. Ensure a true record of receipts and disbursements is kept on a system approved by the Executive Director and by the Board of Directors;
3. Recommend an internal audit as may be deemed necessary. The internal audit shall be conducted as directed by the Board.
4. Ensure that endowment funds, memorials, gifts, bequests, royalties and contributions are properly managed, accounted for separately, and used for their designated purposes as approved by the Finance Committee and the Board of Directors;
5. Meet with the Executive Director to review the current financial status of the Association prior to each meeting of the Board of Directors and provide written monthly financial reports of Income and Expenses and budget to current income and expenses to the Board of Directors along with any findings and recommendations; and
6. Serve as Chair of the Finance Committee.
ARTICLE VII NON-DISCRIMINATION.
The Association shall not engage in any form of discrimination on the basis of race, nationality, national origin, religion, sex, color, age, disability, pregnancy, marital status, sexual orientation, sexual preference, genetic information, or other basis that is or may become a prohibited consideration or classification. The Association shall at all times comply with all applicable federal and state laws regarding civil rights and/or prohibiting discrimination.
ARTICLE VIII CONFLICT OF INTEREST POLICY
Members of the Board of Directors, Association staff, and members of committees must disclose the existence of any actual or possible financial, personal, professional or political interest that may conflict with their Association related duties and responsibilities. After disclosure and discussion of the conflict, the disclosing member shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. If it is determined that a conflict exists, the Board or committee shall decide what, if any, action shall be taken to resolve the conflict. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to non-profit corporations.
ARTICLE IX DISSOLUTION CLAUSE
In the event of the dissolution of the Association, and after all bills have been paid, the assets shall be liquidated and allotted as determined by the Board of Directors in accordance with Section 501(c)3 of the Internal Revenue Code and applicable federal and state laws.
ARTICLE X PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern MAR in all cases in which they are applicable, and in which they are not inconsistent with these By-Laws, and any special rules of order MAR may adopt.
ARTICLE XI AMENDMENT OF THE BYLAWS
These By-Laws can only be amended at the Annual Meeting of the Association or at a special meeting of the membership by a two-thirds vote of those members in attendance and voting, provided that the proposed amendment has been stated in the Call for that meeting.