BY-LAWS

VETERANS HOUSING COALITION OF MAINE

DATED: SEPTEMBER 30, 2004

Table of Contents

Article I Name, Location and Affiliation 3

II Purposes and Definition of 'Veteran' 3

III Board of Directors 4+5

IV Advisory Board 5

V Officers 5+6

VI Nominations, Elections 6+7

VII Committees 7+8

VIII Finance 8+9

IX Rules of Procedure 9

X Amendments 9

XI Indemnification 9

ARTICLE I

(Name, location)

Sec. 1. The name of this Corporation shall be VETERANS HOUSING COALITION OF MAINE, hereinafter referred to as the "Corporation".

Sec. 2. The principal office of this Corporation shall be located at

20 Katherine Street, Apt. 32, Brunswick , ME 04011 or such other place as the Board of Directors may from time to time designate.

ARTICLE II

(Purposes and Definition of 'Veteran")

Sec. 1. PURPOSES

• To advocate, plan and facilitate the construction of affordable housing for senior, retired and handicapped veterans and their dependents.

• To advocate for homeless veterans and their spouses.

• To serve as "honest broker" between the Department of Veterans Affairs and private developers for the construction of veterans' housing on Department (DVA) property, on other surplus Federal lands in Maine and on such private and public lands in Maine as may be deemed suitable.

• To identify legal, administrative, economic, physical or other impediments to the development of veterans' retirement housing and to seek solutions to these impediments.

• To seek private and public funds, facilities, equipment, land and technical assistance to further the foregoing purposes.

Sec. 2. DEFINITION OF VETERAN

With respect to the Corporation's Purposes and as is elsewhere mentioned in these bylaws, a Veteran is defined as a person who has actively served in the armed forces of the United States or their reserves or the National Guard and who was discharged under honorable conditions.

ARTICLE III

(Board of Directors)

Sec. 1. COMPOSITION AND AUTHORITY. The Board of Directors shall be the governing body of the Corporation. The Corporation at its first Annual Meeting initially shall elect eleven (11) Directors, all of whom shall be Veterans. The terms of the first Directors shall be staggered consisting initially of one, two and three-year terms. Thereafter, all terms shall be three years. Three Directors shall be elected for the one-year term, four Directors for the two-year term, and four Directors for the three-year term. As terms expire, Directors shall be elected at the Annual Meeting.

Sec. 2. The BOARD OF DIRECTORS will consist of the officers and at least six (6) others, all of whom are Veterans. The officers shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Immediate Past President. All members of the Board of Directors shall have full voting privileges.

Sec. 3. VACANCIES. Vacancies on the Board because of disability, death, resignation or non-participation shall be filled by appointment of the President, subject to the concurrence of a majority of the Directors. Persons so appointed will serve until the next Annual Meeting of the Corporation. Non-participation shall be construed to mean absence from four (4) duly called meetings of the Board of Directors in a year without the prior approval of the President.

Sec. 4. MEETINGS. Meetings of the Board of Directors shall be held as follows:

(A) Regular Meetings of the Board of Directors shall be held on the last Thursday of each month or such other time as the Board may direct.

(B) Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors.

• Notice of the date, hour and place of all meetings shall be given to

the Directors in writing at least ten (10) days in advance.

Sec. 5. ANNUAL MEETING. The Corporation shall hold its Annual Meeting in the month of December for the purpose of adopting a budget; electing officers; reviewing the preceding year's activities; approving the previous year's financial audit; constituting, reconstituting or disestablishing committees; and conducting such other business as may be determined by the Board. The Annual Meeting shall be open to non-Directors, advisors, other agencies cooperating with the Corporation and the general public; although members of the Board shall be the sole persons to exercise voting privileges.

Sec. 6. VOTING. A simple majority vote shall decide an issue provided a quorum is present.

Sec. 7. QUORUM. The presence of one-half of the Directors at a meeting shall constitute a quorum.

Sec. 8. EX OFFICIO MEMBERS. An organization or public agency cooperating with the Corporation may appoint a representative to assist at meetings of the Board. Such appointees may participate in all deliberations of the Board, but shall have no voting privileges.

ARTICLE IV

(Advisory Board)

Sec. 1. COMPOSITION. The Advisory Board shall consist of individuals, both Veterans and non-Veterans, who wish to support the goals of the Corporation without participating in the day-to-day activities of the Board.

Sec. 2. APPOINTMENT. The members of the Advisory Board will be appointed by the Board of Directors.

Sec. 3. FUNCTION. The Board of Directors will look to the Advisory Board and its individual members from time to time for technical advice, guidance and support.

ARTICLE V

(Officers) Sec. 1. OFFICERS and DUTIES. The following Officers, all of whom shall be Veterans, shall be elected by the Directors at the Corporation's Annual Meeting and shall hold office for a term of one (1) year from the date of election or until their successors are elected and duly qualified:

(A) A President who shall be the chief 0fficer of this Corporation and shall in general supervise and control all of the business affairs of this Corporation. The President shall preside at meetings of the Board of Directors. The President shall be the official spokesperson of this Corporation in matters of public policy. The President shall appoint all committees, shall be an ex-officio member of all committees, and shall perform all other duties usual to such office.

(B) A Vice President who shall perform such duties as assigned by the President and in the absence of the President, or upon direction, shall perform all of the duties of the President.

(C) A Treasurer who shall be responsible to the Corporation for an accounting of all monies collected and disbursed by the Corporation and shall render a monthly report to the Board of Directors and an Annual Report to the Board of Directors at the Annual Meeting, and upon direction of the President, may perform other duties appropriate to this office.

(D) A Recording Secretary who shall take and maintain the Minutes of all meetings of the Board of Directors; maintain all other documents, committee reports and related materials; serve as the Corporation's Registered Agent; and upon direction of the President, may perform other duties appropriate to this office.

(E) A Corresponding Secretary who shall maintain communications with other, similar organizations; develop and maintain a website with the advice and consent of the President; undertake research projects; and, upon the direction of the President, may perform other duties appropriate to this office.

(F) An Immediate Past President, at such time as there is a change in presidency, to provide the Board of Directors and Committees with the benefits of experience and corporate memory, and who, upon the direction of the President, may perform duties appropriate to this office.

Sec. 2. SUCCESSION OF OFFICE.

(A) In the event of the absence, disability, resignation, or death of the President, then the Vice President shall act as President of the Corporation.

(B) In the event of a vacancy other than in the office of the President, the Board of Directors shall name from among its members a successor to fill the un expired term.

ARTICLE VI

(Nominations, Elections)

Sec. 1. NOMINATIONS.

(A) There shall be a Nominating Committee composed of three (3) members appointed by the President. Appointment shall be made and notice given to the Directors at least thirty (30) days in advance of an election. The President shall designate the Chairman and members of the Committee.

(B) The Committee shall solicit the Directors, consider recommendations, and shall nominate at least one (1) candidate for each office to be filled.

(C) The Corporation's officers and Directors shall be elected at the Annual Meeting of the Corporation, except as is otherwise provided in Article III, Sec. 3 of the Bylaws. The Nominating Committee shall submit its report at the Annual Meeting. Additional nominations may be made from the floor.

Sec. 2. ELECTIONS.

Whenever only one (1) nomination for an elective office is presented to the Directors, election shall be by voice vote. Whenever more than one nomination is presented, vote shall be by secret ballot. If more than two (2) candidates are named for an office, a majority of the Directors voting shall be necessary to elect. If no candidate receives a majority, a second vote shall be taken upon the two leading candidates. If voting results in a tie, the result shall be determined by the toss of a coin.

ARTICLE VII

(Committees)

Sec. 1. ESTABLISHMENT and APPOINTMENTS.

(A) The President, with the advice and consent of the Board of Directors, shall upon taking office establish Standing Committees for the Corporation except as may otherwise be specifically provided for in these Bylaws.

• The Chairman of a committee, who shall be a member of the Board

of Directors, and members of all committees of the Corporation shall be appointed by the President except as otherwise specifically provided in these Bylaws.

• The President may, with the advice and consent of the Board of

Directors, remove the Chairman or members of any Committee appointed pursuant to this Article.

• A Budget Committee, of which the Treasurer shall be a member,

shall be appointed by the President. The Budget Committee will prepare a proposed budget to be presented to the Board no later than for the meeting of the Board in the September preceding the start of the new fiscal year.

(E) An Audit Committee shall be appointed to prepare an audit of Corporation expenditures for the previous fiscal year, said audit to be presented to the Board of Directors no later than two (2) months after the close of the fiscal year. The Board of Directors may determine to eliminate this Committee upon the retention of a professional auditor.

(F) Special Committees may be appointed by the President as deemed advisable.

Sec. 2. COMMITTEE MEETINGS and QUORUMS

(A) Meetings of all committees shall be upon the call of the Chairman with the approval of the President.

(B) A simple majority vote in the committee shall decide an issue provided a quorum is present.

shall constitute a quorum.

ARTICLE VIII

(Finance)

Sec. 1. FISCAL YEAR. The fiscal year of this Corporation shall be the year commencing on the first day of January and terminating on the last day of December.

Sec. 2. BUDGET. The Board of Directors shall adopt a budget for each fiscal year, and this Corporation shall function within the total of such budget. Any expenditure in excess of an approved budget must be authorized by the Board of Directors.

Sec. 3. DEPOSITORY. All monies collected by the Corporation shall be placed in a depository selected by the Board of Directors.

Sec. 4. CHECKS. The following officers of the Corporation, and any others as may from time to time be authorized by resolution of the Board of Directors, shall have authority to sign checks for and on behalf of the Corporation: President, Vice President and Treasurer. The signature of any two (2) of the foregoing shall be necessary on all checks drawn on account of the Corporation.

Sec. 5. CONTRACTS. The President or any other officer of the Corporation duly authorized by the Board of Directors to act for them in a specific instance, may execute contracts. Contracts or agreements involving expenditure of funds shall be authorized either by an approved budget line or by a specific vote of the Directors. The Board of Directors shall vote to authorize any debt obligations and identify the person or persons who may sign on behalf of the Corporation. The Board of Directors may also authorize any officer or agent of the Corporation, in addition to the officers authorized by 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.

Sec. 6. RESERVE FUNDS. The Board of Directors may by a majority vote authorize the creation of reserve funds for the future operation of the Corporation. Such funds may be used for such purposes as may be authorized by a majority vote of the Board of Directors.

Sec. 7. BOND. The Treasurer and other officers or members of the staff authorized by the Board of Directors to administer the funds of this Corporation, shall furnish a bond at the expense of the Corporation in such amount as the Board of Directors shall determine.

Sec. 8. AUDIT.

(A) The Audit Committee shall provide the Board of Directors with an annual report of the previous fiscal year's expenses and the Corporation's current financial condition with such recommendations as it should choose to make with regard to the foregoing.

(B) When the annual budget of the Corporation reaches an amount to be determined by the Board of Directors, said Board may employ a professional auditor to perform the functions of the Audit Committee, said auditor to be a Certified Public Accountant in the State of Maine .

ARTICLE IX

(Rules of Procedure)

Sec. 1. Robert's Rules of Order shall govern the parliamentary procedure of the meetings of the Corporation provided for in these Bylaws.

ARTICLE X

(Amendments)

Sec. 1. These Bylaws may be amended by a two-thirds vote of the Board of Directors at any meeting provided (a) the attendance at such meeting constitutes a quorum, and (b) that a copy of any proposed amendment shall have been mailed to each member of the Board at least fifteen (15) days in advance.

ARTICLE XI

(Indemnification)

In addition to any other rights to which any such person may be entitled by contract or otherwise under law, the Corporation shall indemnify, defend and save harmless any person, his heirs, executors and administrators, against any cost, expense (including attorney's fees and amounts paid in settlement), fine, penalty, judgment and liability reasonably incurred by or imposed upon such person in connection with any action, suit or proceeding, civil or criminal, to which such person may be made a party or with which such a person shall be threatened, by reason of such person's being or having been a Director, Officer, Committee Member, Employee or Agent of the Corporation or serving or having served in any capacity in any other organization at the request of the Corporation, unless with respect to any matter such person shall have been adjudicated in any proceeding to be liable for gross negligence or willful misconduct in the performance of such person's duties as such.

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