Click here for a PDF of the complete Ronald McDonald House of Bangor Bylaws.

Article I.  Name, Location

The name of the Corporation shall be the Ronald McDonald House of Bangor, Inc,  (herein sometimes also referred to as "RMH") and it shall be located in Bangor, County of Penobscot, and State of Maine.

 

Article II.  Nonprofit Corporation

The Corporation is a nonprofit corporation as defined under Maine Law. This Corporation shall have all the powers, rights and duties normally incident to such corporations and all other rights granted to corporations organized under the Maine Nonprofit Corporation Act, but shall engage only in such activities as are permitted by Section 501(c)(3) of the Internal Revenue Code of 1986.

 

Article III.  Mission, Purpose and Guiding Principles

The mission of the Ronald McDonald House of Bangor, Inc. is to provide homelike, temporary lodging for families of seriously ill children receiving treatment at nearby medical facilities.  In addition, Ronald McDonald House of Bangor, Inc  provides programs and services beyond housing to families to improve the lives of children.  The Corporation may also engage in such other activities as are permitted under Title 13-B M.R.S.

 

Article IV. Members

The Corporation shall have no members

 

Article V.  Limitations and Distribution of Assets

No part of the net earnings of this corporation shall inure benefit to any private individual.  The property of this corporation is irrevocably dedicated to charitable purposes.

The Corporation shall not engage in any activities which would disqualify the Corporation for Federal Income Tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 and the implementing regulations, as from time to time amended or superseded.  Specifically, but not limiting the foregoing, no substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidates for public office; nor shall it engage in any activities that are unlawful under the laws of the United States of America or the laws or any other jurisdiction where such activities are carried on.

Upon dissolution of the Corporation or the termination of its activities, all of its net assets, if any, shall be distributed exclusively for charitable or educational purposes to one or more organizations selected in the sole discretion of the Board of Directors, providing human services in Eastern Maine, which qualify for exemption from Federal Income Tax under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, or any similar or corresponding law in effect as of the time of such dissolution, subject, however, to the laws of the State of Maine. Provided, however, that any assets not so disposed of by the Board of Directors shall be disposed by a court of competent jurisdiction of the county in which the Corporation is then located to such human service organizations in Eastern Maine as selected by the court and which are described in Section 501(c)(3) of the Internal Revenue Code of 1986, as from time to time amended or superseded.

 

Article VI.  Board of Directors

a. At least two (2) ) members of the board of Directors shall be persons who are, at the time of the initial election to the Board, parents of a child who has or has had life threatening illness or a person who has had such an illness as a child.

b. At least one (1) members of the Board of Directors shall be, at the time of their initial election to the Board, a McDonald's franchisee, employee, or agent.

c. At least one (1) member of the Board of Directors shall be, at the time of their initial election to the Board, members of the medical professions, including physicians, nurses and hospital administrative personnel.

 

 

4. Vacancies. Vacancies occurring in the Board of Directors may be filled for the balance of the unexpired term, in the case of an increase in the number of directors, the length of the term of the new Director shall be set such that the terms of one-third (1/3) of the Directors will expire each year, by vote of the Board of Directors upon nomination by the Governance/Nominating Committee. Any person filling a vacancy shall serve the remaining term of office to which appointed and be eligible for an additional two full terms. A decrease in the number of Directors shall have no effect on the length of the term of an incumbent Director.

 

5. Directors Emeriti. Any person who has served as a member of the Board of Directors for one or more three year terms and who has so served with distinction may, on the motion of any other board member, at any regular meeting, be elected as a Director Emeritus.  Such election shall be for life.  Directors Emeriti shall be accorded all the rights and privileges of Director generally and shall be welcome at any regular board meeting; except that Directors Emeriti shall not be entitled to vote nor attend executive sessions.

 

6. Duties and Powers. The Board of Directors is responsible for establishing strategic direction and management policies and for generating and allocating resources that will move the organization toward achieving its mission.  It shall establish personnel and investment policies and shall cause the financial records to be audited annually by a Certified Public Accountant.

Specific duties include:

a.     To establish overall policy in support of the mission and purposes of the corporation.

b.     To approve the annual internal operating budget.

c.     To elect, based on the recommendations of the Nominating/Governance Committee, members of the Executive Committee, Officers, and members of the Board of Directors.

d.     To amend the Bylaws of the corporation, as may be from time to time deemed necessary and proper.

e.     To employ the Executive Director  and initiate and terminate the services of the Executive Director.

f.      To make financial agreements, appropriate funds, or engage in such other activities in furtherance of the mission and purposes of the corporation.

g.     To establish or confirm, upon recommendation of the Board Chair, such standing or special committees as may be desirable to carry out the purposes of this corporation.

h.     To perform such other duties as may be required to carry out the purposes of the organization.

i.      To maintain and enforce a statement of policy concerning conflict of interest of all volunteers and staff.

 

7. Attendance. Attendance at Board meetings is expected.  Failure to attend 67% of the regularly scheduled Board of Directors meetings during a calendar year may be cause for removal.  The Executive Committee shall oversee the implementation of this policy.

8. Statement of Expectation.  Members of the Board of Directors are expected to support the organization by contributing financially to RMH annually, participating on at least one RMH committee, attending RMH events and volunteering as needed.

 

Article VII.  Meetings of the Board of Directors

 

1. Regular Meetings. Meetings of the Board of Directors, regular or special, may be held at any location within the State of Maine.  Consistent with a calendar of meetings published at the beginning of each fiscal year, regular meetings of the Board of Directors shall be held not less than six times per year.

 

2. Special Meetings. Special meetings of the Board of Directors may be called by the Board Chair or by any two Directors.  A notice of no less than twenty-four (24) hours shall be communicated by the secretary

 

3. Annual Business Meeting. The Annual Business Meeting of the Board of Directors shall be held in the first quarter of the fiscal year and generally during the month of January, at such hour and place as shall be set by the Board of Directors. Failure to hold an Annual Meeting shall not in any way invalidate the actions of the Directors or officers, each of whom shall retain office and power to act until a successor shall have been duly appointed.

 

4. Notice of Meetings. Except as otherwise provided in Article VII, Section 1 above, notice of any regular meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice, such written notices to be delivered personally or sent by mail, electronic mail, or fax to each Director at his or her address as shown on the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends the meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless the applicable provisions of the Maine Nonprofit Corporation Act so require.

 

5. Quorum and Voting. At any meeting of the Board of Directors, a quorum shall consist of a simple majority of the members.  The vote of the majority of those present and voting, provided there is a quorum of the Board present at the outset of the meeting to permit the Board to come into session, shall be the official act of the meeting.

6. Proxies. At any meeting of the Board of Directors, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

 

7. Failure to Object. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director's dissent shall be entered in the minutes of the meeting or unless such Director shall file a written dissent to such action with the person acting as the Secretary of the Meeting before the adjournment of the meeting.  Such right to dissent shall not apply to a Director who has voted in favor of such action.

 

8. Action of Directors by Unanimous Written Consent.  Any action which may be taken or which may be required by Maine law to be taken at a meeting of Directors may be taken without a meeting if all the Directors sign a written consent setting forth the action taken or to be taken, at any time before or after the intended effective date of such action.  Such consent shall be filed with the minutes of the Board of Directors' meetings and shall have the same effect as a unanimous vote of the Board of Directors.

 

9. Meetings by Conference Telephone.  Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and such participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

 

Article VIII.  Officers

 

1. Number, Qualification and Election. The Officers of the Corporation shall be elected from within the Board of Directors' membership at the Annual Business Meeting of the Board of Directors and shall include: Chair of the Board, Vice Chair, Treasurer and Secretary.  All Officers shall be elected or appointed annually by the Board of Directors immediately following the Annual Business Meeting.  Any two or more offices may be held by the same person.  New offices may be created and filled at any meeting of the Board of Directors.  Each Officer shall hold office until such Officer's successor shall have been duly elected, except for the Board Chair, who is limited to a maximum of two consecutive two-year terms.

2. Resignation. Any Officer may resign at any time by giving written notice of such resignation to the Board of Directors.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Chair of the Board; in the event of the resignation of the Chair, such resignation becomes effective upon receipt thereof by the Board Vice Chair.

3. Removal. Any Officer may be removed by a simple majority vote from the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby.

4. Vacancies. A vacancy in any office specifically designated in Section 1 of this Article VIII by reason of death, resignation, inability to act, disqualification, removal or any other cause, shall be filled for the unexpired portion of the term by the Board of Directors.

5.  Officers.  The Officers shall have the powers and perform the duties customarily attached to their respective offices.  On an annual basis, they may conduct an Annual Retreat with the Board and Senior Staff to chart the direction of the organization.

 

A. The Chair of the Board, or in his or her absence, the Vice Chair, shall convene and preside at meetings of the Board of Directors and the Executive Committee.  He or she shall be responsible for the conduct of the Board and shall perform such other duties as may be assigned by the Board from time to time.  He or she shall appoint the Chairs of each Standing Committee or special committees of the organization.  These appointments shall be subject to the approval of the Board. The Chair shall appoint all members to these committees and notify the Board.

 

The Chair of the Board shall have the power to call special meetings of the Board of Directors and the Executive Committee. The Chair of the Board shall be an ex-officio member of all committees of the Corporation.

 

B. The Vice Chair of the Board shall perform the duties of the Chair of the Board in the event of the Chair's absence or inability to perform his/her duties, shall supervise any regular or special aspects of the administration of the Corporation as may be determined by the Chair of the Board of Directors.  The Vice Chair will serve as the Chair of the House Operations Committee.

 

C. The Treasurer shall serve as Chair of the Finance Committee and oversee the financial affairs and condition of the Corporation. The Treasurer shall report on the financial condition of the organization at each meeting of the Board of Directors.

 

D. The Secretary shall keep accurate records of attendance and of all business transacted at the meetings and present the minutes of each Board meeting and shall receive all copies of any legal proceeding in which the Corporation is involved.

 

E. The Board of Directors shall employ, upon the recommendation of the Executive Committee, an Executive Director to direct the strategic planning, fundraising, community and media relations, employment and human resources, house operations, financial and other aspects of the Corporation as required.  The Executive Director is responsible for the conduct of the Corporation's business within the policies set forth by the Board of Directors.

 

Within the strategic plan and annual budget adopted by the Board of Directors, the Executive Director has full authority to make all personnel or staff related decisions, including the authority to hire, assign, transfer or terminate staff.

 

The Executive Director is responsible for developing, along with the Executive Committee, or other appropriate Committee, for approval by the Board of Directors, appropriate policies that define how the Corporation will relate to and manage its human resources.

 

The Executive Director serves at the pleasure of the Board of Directors, with no set term of office.

 

ArticleIX.  Committees

1.  Generally.  The Board of Directors may establish such committees, councils and task forces as it may deem necessary or appropriate for the purpose of furthering the objectives of the Corporation.  With the exception of the Executive, Finance and Audit, and Governance Committees, the authorization and charge for each of the remaining Committees shall be reviewed annually beginning in 2011.

 

2.  Term of Office. Committee members shall be appointed by the Chair of the Board of Directors and shall serve for such period as shall be designated by the Board Chair.

 

3. Chair. One member of each committee shall be appointed by the Board Chair from among its Committee members to serve as its chair.

 

4. Quorum and Voting; Notices. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a simple majority shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum was present at the outset shall be the act of the committee.

 

Prior notice of any meeting of a RMH Committee shall be given to each Committee member via mail, telecopy (facsimile) or electronic mail, as shown on the records of the Corporation.  Such notice of meeting shall state the time and place the meeting will be held and, if for a special meeting, the purpose for which the meeting is to be held.  Attendance of a Committee member at any meeting shall constitute a waiver of notice of such meeting, except when a member attends the meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened.

 

5.  Committee Charges. Each committee will have a Committee Charge outlining the   specific charges of that committee and will be given to each committee member.

 

6.  Executive Committee.  There shall be an Executive Committee appointed by the Chair of the Board with notification to the Board of Directors. The Chair of the Board will be the Committee Chair. The Executive Committee will consist of the Officers, and at least two additional Board Members selected by the Chair. Committee members are appointed annually.

The Executive Committee shall provide advice, counsel and guidance to the Executive Director in policy matters and strategic direction.  It shall have the power to act in the name of and on behalf of the Board of Directors as needed during intervals between Board meetings on matters requiring the action of the Board, subject to the limitations of the laws of the State of Maine and resolutions of the Board of Directors.

The Executive Committee may serve as the Personnel Committee.  It shall participate in the development of written personnel policies as they relate to the corporation staff.  The Executive Committee shall be responsible for the recruitment, selection and supervision of the Executive Director.  The Executive Committee shall review the performance of the Executive Director annually and determine a compensation package for that position.  A summary of the review and compensation package agreed to will be provided to the full Board for its ratification each year.

The Executive Committee shall review annually the process of evaluation and compensation for the corporation staff.  An overall plan will be presented each year by the Executive Director for the approval of the Executive Committee; however, decisions regarding individual compensation and all other significant personnel decisions will be made by the Executive Director with the advice and consent of the Executive Committee.

The Executive Committee shall have the power to make rules and regulations for the conduct of the boards business.

Meetings of the Executive Committee shall be held as often as necessary, as determined by the Chair of the Board.  The Executive Committee shall submit its actions and recommendations in all matters to the Board of Directors for its approval at its next regular meeting.

7. Governance/Nominating Committee.  There shall be a Governance/Nominating Committee consisting of a Chair and up to six (6) members but no fewer than three (3) members. The Chair of the committee and committee members are appointed on an annual basis by the Board Chair with notification to the Board. The Governance/Nominating Committee shall be responsible for the recruitment, orientation and training, performance and evaluation of Board members, including officers and will conduct an annual survey to assess the effectiveness of the organization and chart direction for the future.  The Committee shall ensure the development and maintenance of a systematic, interactive process for developing, implementing, and evaluating strategies to lead the organization to the best possible future.

 

The Governance /Nominating Committee shall meet regularly but no less than two times a year.

 

The Governance/Nominating Committee may utilize a board nomination grid regarding the current profile of the Board's membership and composition to guide the Board selection process to ensure diversity, needed skills and influence.  The Committee shall present nominations for regular election to the Board of Directors at the Annual Business Meeting of the Board of Directors for each fiscal year.

 

Annually, the Governance/ Nominating Committee also shall nominate and present to the Board of Directors a slate of the organization's Officers at the Annual Business Meeting of the Board of Directors for each fiscal year.

 

8.  Finance and Audit Committee.  There shall be a Finance and Audit Committee appointed annually by the Chair of the Board with notification to the Board of Directors.  The Treasurer shall serve as the Chair of the Committee. Additionally, the Chair of the Board shall appoint the Vice-Chair/Assistant Treasurer. The Committee shall consist of at least four (4) other members.  A majority of the Committee shall be members of the Board of Directors and have a strong financial background.  At least one (1) member shall have knowledge of or substantial audit experience.

 

The Finance Committee shall assist the Board of Directors in fulfilling its stewardship responsibilities relating to accounting and financial reporting practices and the management of the organization's corporate assets and resources, including selection of the Independent Auditors, reporting the audit results, submitting the annual operating budget for adoption and reporting monthly financial results to the Board of Directors.

 

The Finance Committee shall meet regularly but no less than quarterly.

 

9. House Operations.  There shall be a House Operations Committee which shall oversee the day-to-day operations of the Corporation.  The members of the committee shall be appointed annually by the Chair of the Board.  The Chair shall be the Vice Chair of the Board of Directors.

 

The House operations committee may meet monthly but no less than ten (10) times per year.

 

10. Other. The Chair  may, from time to time appoint such other committees as he or she may deem necessary or advisable for carrying out the purposes and work of the Corporation, and may delegate to such committees such authority and powers as he or she may see fit to grant within the limits of the Corporation's authority.  The membership of any such committee shall not be limited to members of the Board of Directors and the tenure of each committee shall be fixed by the Board of Directors.

.

 

Article X.  Contracts, Checks, Deposits and Funds

 

1.  Contracts.  The Board of Directors may authorize any officer(s) or agent(s) of the Corporation, in addition to the officers so authorized by law or these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

 

2.  Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, any such instrument with an aggregate value of less than One Thousand Dollars ($1,000) may be signed by the Executive Director or an Officer of the Board of Directors, acting singly.  For any such instrument with an aggregate value of One Thousand Dollars ($1,000) or greater, such instrument shall be signed by the Executive Director and an approved Officer of the Board of Directors.

 

 

3. Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

4. Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Article XI.  Books and Records

The Corporation shall keep correct and complete books and records of account and shall keep minutes of each meeting of the Board of Directors.  All books and records of this Corporation may be inspected by any Officer or Director, or his or her agent or attorney for any proper purpose at any reasonable time.

 

Article XII.  Fiscal Year

 

The fiscal year of the Corporation shall be the calendar year.

 

Article XIII.  Nondiscrimination

The Officers, Directors, Committee members, employees and persons served by the organization shall be selected entirely on a nondiscriminatory basis with respect to ethnicity, race, color, national origin, sexual orientation, religion, mental or physical disability, age, marital status, or gender.

Article XIV.  Conflict of Interest

 

All transactions by the Corporations shall be conducted in accordance with the Corporation's Conflict of Interest Policy adopted by the Board of Directors and reviewed annually by the Board.

Article XV.  Indemnification of Directors, Officers and Employees

The Corporation shall have the power to indemnify and, without formal action by the Directors or other persons, shall indemnify any Officer or Director, in respect of any and all matters or actions for which indemnification is permitted by the laws of the State of Maine, including without limitation, liability for expenses incurred in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.  Indemnification under the preceding sentence with respect to persons other than Officers and Directors, such as employees, agents or other persons acting for or on behalf of the Corporation may be made only upon the affirmative vote of the Board of Directors in specific instances.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any of the above-stated capacities, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person.

Expense incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article XV.

The indemnification provided by this Article XV shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be a Director, officer, employee or agent of the Corporation and shall inure to the benefit of their heirs, executors and administrators.

Article XVI.  Annual Report

At a regular meeting of the Board of Directors prior to the annual filing of the Corporation's  IRS Form 990 report, an Annual Report verified by the Executive Director and Treasurer of the Corporation shall be submitted to the Board of Directors, and shall be filed with the minutes of such meeting of the Board of Directors.  The Annual Report shall show in appropriate detail the following:

 

A.   The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the Report.

B.    The expenses or disbursements of the Corporation, for both general and restricted purposes during the year immediately preceding the date of the Report.

C.    The major activities engaged in and outcomes achieved during the year.

D.   A summary of objectives anticipated for the next year.

Article XVII.  Amendments

The Directors may adopt, amend or repeal these Bylaws by a vote of a majority of all votes cast on the adoption, amendment or repeal at any regular or special meeting duly convened for that purpose.  Any meeting of Directors for the purpose of amending or repealing these Bylaws shall be preceded by the giving of thirty (30) days prior written notice to each Director stating that the purpose or one of the purposes of the meeting is to consider the amendment or repeal of these Bylaws, and such notice shall contain or include a copy of the proposed amendment or repeal or a summary of amendment for repeal to be effected thereby.  Any amendment to or repeal of these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the amendment or repeal.

 

Adopted:  November 1981

Revised: November 1984

Amended: January 1993

Revised & Amended: January 1993

Amended: March 18, 1997

Amended: September 15, 1998

Revised & Amended: November 2010

Revised & Amended: January 25, 2011