Bylaws

BYLAWS OF

THE MAINE MILITARY HISTORICAL SOCIETY, INC.

ARTICLE I

Name

The name of this organization shall be the Maine Military Historical Society, Inc., (hereinafter referred to as the “Corporation”).

ARTICLE II

Purpose

The purpose of this Corporation shall be:

(1) To promote and encourage research into the history and traditions of the military services and the roll that the State of Maine and its citizens have played in each one.

(2) To foster and encourage public education in Maine Military history.

(3) To establish, maintain and operate a repository, named the Maine Armed Forces Museum, of United States Armed Forces and Maine Military historical objects and artifacts.

(4) To acquire and hold by gift, trade, bequest, purchase or otherwise, United States Armed Forces and Maine Military historical objects or artifacts and to catalog, preserve and display such properly.

ARTICLE III

Membership

Membership in this Corporation shall be open to all persons who choose to qualify or be qualified under four classes of Membership.

(1) Regular Membership: All persons who pay annual dues through purchase of membership in one of the following categories: individual or family. This is a voting membership category.

(2) Life Membership: All persons who pay a one-time membership fee in lieu of paying annual dues. This is a voting membership category.

(3) Sustaining Membership: All persons who pay sustaining dues, in addition to the payment of Regular or Life Membership dues. This is a voting membership category.

(4) Honorary Membership: Elected to Membership by vote of members. This is a non-voting membership category.

(5) Corporate Membership: Any business or corporation that pays annual dues under this category. This is a non-voting membership category.

(6) Board Advisor/Liaison Membership: Individuals who serve in the following positions and serve as advisors or liaisons to the Corporation. Members of this category serve as ex-officio members of the Board of Directors. This is a non-voting membership category.

(a) Director, Maine Bureau of Veterans Services

(b) Maine Army National Guard Historian

(d) Director, Maine Armed Forces Museum

(7) There shall be an individual one-year membership called a ‘Contributing Membership’. Qualification for this membership shall require volunteer work in hours to be determined by the Board of Directors or donation of a substantial object or artifact. This membership entitles one to vote. It is not available to regular members. The Museum Director shall implement and supervise the Contributing Membership program.

ARTICLE IV

Board of Directors

The Board of Directors shall consist of not less than five members nor more than 12 members, excluding former Chair of the Board. Directors shall be Regular or Life Members, and shall be elected at the annual meeting or any special meeting of the Membership called for that purpose. Directors shall be elected for staggered three-year terms.

ARTICLE V

Officers

The officers of the corporation shall be elected at the annual meeting or any special meeting of the Membership called for that purpose and shall consist of a Chair, Vice Chair, Treasurer, Secretary, and Clerk. A person may not serve in more than one office concurrently.

(1) The Chair shall preside at all meetings of the Corporation, the Board of Directors, and the Membership.

(2) In the absence of the Chair, the Vice Chair shall perform the duties of the Chair.

(3) The Secretary shall keep a record of all the minutes of meetings of the Corporation, Board of Directors, and Membership, and perform all other duties incidental to the office. The Secretary shall maintain all corporate records of the Corporation and be responsible for such corporate transactions as required by law.

(4) The Treasurer shall be custodian of all funds of the Corporation and, if so required by the Board of Directors, shall give a bond for the faithful discharge of his or her duties in such sums and such form as the Board of Directors may require. The Corporation shall bear the cost of same. The Treasurer, at the direction of the Board of Directors, shall disburse funds only by check.

(5) The Clerk shall maintain corporate records and comply with all Maine State corporation filing requirements.

ARTICLE VI

Committees

All committees shall meet regularly at the call of the Chair and shall render reports of all activities at meetings of the Board of Directors. Chairpersons shall be Board Members, unless specifically authorized by majority vote of the Board. The following committees shall be standing committees of the Corporation:

(1) Membership Committee:

Responsible for membership drives, membership rolls maintenance, and communications for general members. Committee membership will include the Service Organization Liaison, responsible for maintaining the contract list with all service-related organizations.

(2) Fundraising Committee:

Responsible for sales of advertising, production of promotional materials for general and specific functions, and general functions of public affairs and marketing.

(3) Facilities and Displays Committee:

Responsible for museum maintenance, liaison with DFE, display maintenance and upgrades. Works closely with curator as relates the trade, purchase, disposition, and cataloging of artifact collections, and preserving and displaying of United States Armed Forces and Maine Military historical objects, artifacts, and reference material. The curator and any assistant curators will serve on this committee.

(4) Special Functions Committee:

Special Functions will be determined by the Board (i.e. Heritage Tour, banquets, capital campaign, etc.). Responsible for all aspects of planning, scheduling, logistics, and coordination of Special Functions with other MMHS committees and/or external organizations.

(5) Rules, Bylaws and Training Committee:

Responsible for the annual review of Bylaws and SOPs. Recommends changes and reviews projects/functions for legal compliance.

ARTICLE VII

Assets

Assets of the Corporation shall be governed by the following:

(1) All bank checks drawn against the Corporation’s checking account shall be signed by the Chair or Treasurer or such other person(s) as the Board of Directors may from time to time determine.

(2) The Treasurer is responsible for maintaining petty cash in the amount not to exceed $100.00.

(3) Deeds, mortgages, leases, formal contracts and checks in the amount in excess of $1,000.00 shall be signed by the Chair and Treasurer or by such other person or persons as the Board of Directors may authorize.

(4) All funds of the Corporation shall be deposited as received in the Corporation’s checking account with such bank or banks as the Board of Directors may from time to time determine. The Board of Directors may also establish a savings account or interest-bearing investment at its direction.

ARTICLE VIII

Fiscal Year

The fiscal year shall be the same as the Federal Government beginning the first day of October of each year and ending on the 30th day of September each year.

ARTICLE IX

Meetings

(1) There shall be an annual meeting to be held on the third Friday or Saturday of October.

(2) The Board of Directors shall meet quarterly during the months of January, April, July, and October. Attendance in-person or electronically is acceptable. The October meeting shall be the annual meeting of the Board of Directors. Any Director who is absent from three consecutive Board meetings without explanatory communication acceptable to the Chair may be considered to have resigned and, upon approval by a majority vote of the Directors present and voting at any regular meeting of the Board of Directors, such Director’s resignation shall be accepted.

(3) There shall be such other special meetings of the Board of Directors as the Chair or any five members of the Board may call and such special meetings of the Membership as the Board of Directors may from time to time call. Ten calendar days notice of special meetings shall be provided by regular mail or by electronic notice. The notice of meetings shall set forth the business to be conducted. A special meeting of the Membership shall be called upon the petition of any ten members with purpose stated thereon.

ARTICLE X

Quorum

Five members of the Board of Directors shall constitute a quorum for the transaction of business.

ARTICLE XI

Amendments

These Bylaws may be amended by two-thirds of the vote of the Board of Directors present at any meeting provided notice of the proposed amendments are submitted to the Chair and Secretary in writing at least ten days prior to any such meeting and the proposed amendments are included in the notice to the Directors for said meeting. These Bylaws may also be amended by two-thirds vote of the Members authorized to vote at any meeting called for this purpose provided notice of the proposed amendments is given in accordance with this Article.

ARTICLE XII

Rules of Procedure

In all cases not otherwise provided for by these Bylaws, the proceedings of the Corporation shall be governed by Robert’s Rules of Order Revised.

ARTICLE XIII

Dissolution

Upon dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and as a charitable, religious, benevolent or educational corporation within the meaning of Title 13-B of the Maine Revised Statutes as amended and chosen by a majority vote of the Board of Directors.

ARTICLE XIV

Earnings

No part of the net earnings of the Corporation shall inure to the benefit of any member, director, or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out one or more of its purposes), and no member, director, or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

Revised: 1/13/2021; 10/22/2011; 10/12/2016; 9/14/2022; 10/27/2023; 4/10/2024

Bylaws

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