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ARTICLE I
Name, Charter, and Jurisdiction
Part A=
: Name
Part B:
Charter
Part C:
Jurisdiction
ARTICLE II
The purposes for which this=
Association
is formed is to provide an organized forum for Grayson County Fire Chief
Officers to improve cooperation, coordination, communications, training,
education, safety, and business relationships between fire departments in
Grayson County, Texas.
Said Association is organized exclusively for charitable,
religious, educational, and scientific purposes, including, for such purpos=
es,
the making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.
ARTICLE III
Part A: Classifications of Membership
GCAFC
shall have two classifications of membership, Charter Members and Affiliate
Members.
Part B: Requirements of Charter Membership
Charter
Members shall meet all requirements and be under current contract to provide
fire protection services to
Charter
Members shall provide mutual aid to Grayson County Fire Departments as need=
ed.
Part C: Requirements of Affiliate Membership
Affiliate
Membership is designed to accommodate vendors, other Associations and
organizations, or Persons who desire to support the endeavors of the
Association. Affiliate Member=
s shall
be approved by a majority of Charter Members at a regular business meeting.=
Part D: Voting Rights
All
Charter Members shall have full voting rights. Affiliate Members shall have no vo=
ting
rights.
Part E: Office Holding
Charter
Members may hold any office and may serve on any committee of the GCAFC.
Part F: Representation
Part G: Eligibility
Part A: Fiscal Year
The
fiscal year of the Association shall be the calendar year.
Part B: Annual Association Dues
All
Members shall pay annual dues in an amount set by a majority of the Charter=
Members
in January of each year. Dues for membership are payable at the following F=
ebruary
meeting. Affiliate Member due=
s may
be different than the Charter Member dues, as determined by a majority of C=
harter
Members in January of each year.
Part C: Late Fee and Nonpayment
A
late fee of fifteen percent (15%) shall be charged to all Members who have =
not
paid their dues or administrative fees by April 1 of each year. Suspension or termination of a Mem=
ber
for nonpayment of dues or administrative fees will require a majority vote =
of
the Charter Members in good standing.
Part D: Waiver of Dues or Fees
Not
less than seventy-five percent (75%) of the Charter Members of the Associat=
ion
present and voting at a membership meeting may suspend or waive, in whole o=
r in
part, the payment of Member dues or administrative fees by any Member of th=
e Association.
Part E: Special Assessments
The
Association may levy a special assessment upon its Members to create or
maintain a specific reserve fund or to pay the cost of a specific special
activity or project. Notice of the membership meeting at which the vote on a
special assessment is to be taken shall specify the time, date and purpose =
of
such meeting.
Part F: Special Assessment Payment Date
The
due date (or dates) for payment of a special assessment of the Association
shall be determined by the membership at the time the special assessment is
authorized.
Part G: Waiver of Special Assessment
ARTICLE V
Meetings
Part A: Meetings
The
GCAFC shall hold twelve (12) regular meetings a year.
Part B: Notice of Regular Meetings
The
Secretary shall deliver in writing or by e-mail notice of each regular meet=
ing
to each Member in advance.
Part C: Special Meetings
A
special meeting shall be called by the Secretary upon receipt of a request =
that
is delivered in writing and that is signed by the President or at least two=
(2)
Charter Members. Notice of a special meeting may be either in accordance wi=
th
the notice provision for regular meetings or, if there is not sufficient ti=
me
to permit such notice, by the Secretary attempting to contact each Member in
person or by telephone, facsimile, traceable carrier, or electronic
transmission at least twenty-four hours in advance of the special meeting. =
If
the later alternative for notice is used, at least seventy-five percent (75=
%)
of the Charter Members must agree to attend the special meeting, and this f=
act
must be reflected in the minutes of the meeting. Notice of a special meeting
shall specify the date, time, place and purpose of the special meeting.
Part D: Action Without a Meeting
Except
as otherwise expressly provided in these Bylaws, any action required or
permitted to be taken by the Members may be taken without a meeting - if al=
l Charter
Members consent in writing to that action. A Department Member may provide =
such
written consent in electronic form.
An action by written consent shall have the same force and effect as=
any
other validly approved action of the Members. The written consent(s) shall =
be
filed with the minutes of the meetings of the Members.
Part E: Quorum
A
quorum for any meeting of the GCAFC shall consist of 6 Charter Members, and=
at
least one elected officer. A meeting at which a quorum is initially present=
may
continue to transact business, notwithstanding the withdrawal of Members, if
any action taken is approved by at least a majority of the required quorum =
for
that meeting. A Member of the=
Association
may neither attend a meeting by proxy nor vote by proxy.
Part F: Robert’s Rules of Order
ARTICLE VI
Part A: General Provision
The
officers of the Association shall include a President, a Vice President, a
Secretary and a Treasurer. Th=
ese
officers will be elected and installed at the December meeting.
Part B: Term of Office
Each officer shall be elected annually to a one year term by a
majority vote of the Charter Members in the manner required by these
Bylaws. Officers may serve an
unlimited amount of terms in any one office.
Part C:
Eligibility
Officers
of the Association must be an officer (Chief, Assistant Chief, or Captain) =
of a
Charter Member. Officers serv=
ing
together shall be from different Fire Departments.
Part D: V=
acancies
In
the event that a vacancy occurs in any office, the Charter Members (by majo=
rity
vote) shall fill the vacancy. The Member elected in this manner shall serve
until the remainder of the unexpired term is filled by election as set forth
below.
Part E: Removal =
From
Office
An officer who fails to fulfill the duties of his or her position or who fails= to attend three (3) consecutive regularly, scheduled meetings may be removed f= rom office by a sixty percent (60%) vote of the voting Members. In the event of removal under this Part, a vacancy for the position shall be declared, and = the vacancy shall be filled as described in these Bylaws.<= /p>
Part F: D=
uties of
the President
The
President shall be the chief executive officer of the Association and shall=
:
(1)
Preside at all regular and special membership meetings
(2)
Carry out the policies and programs adopted by the Members
(3)
Have the authority to sign contracts, agreements and other legal documents,
subject to the required approval of the Members
(4)
Have authority to countersign checks for approved expenditures on behalf of=
the
Association
(5)
Call special meetings
(6)
Make committee appointments in accordance with these Bylaws.
(7)
Serve as an ex officio non-voting Member of all committees
(8)
Have an e-mail address and web access
(9)
Be familiar with Roberts Rules of Order, these Bylaws, and the Charter of t=
he Association
(10) Appoint a Secretary to record minutes of meetings if the elected Secretary = is absent
Part G: D=
uties of
the Vice President
The
Vice President shall:
(2)
Perform such other duties as may be assigned to him or her by the President=
Part H: D=
uties of
the Secretary
The
Secretary shall:
(1)
Keep an accurate record of the proceedings at all regular and special
membership meetings. Records relating to membership meetings shall be open =
for
inspection upon written request by any Member who wishes to inspect such
records; however, records relating to litigation and privileged information=
shall
not be open for inspection
(2)
Deliver in writing a copy of the minutes from each regular or special membe=
rship
meeting to each Member at the following meeting.
(3)
Prepare and issue the Membership Roster, effective January 1 of each calend=
ar
year.
(4)
Be responsible for the charter, seal, minute book, and non-financial record=
s.
At the expiration of his or her term of office, the Secretary shall turn ov=
er
to his or her successor, the charter, seal, minute book, and non-financial
records in his or her custody or control.
(5)
Be the custodian of the records and archives
(6)
Perform such other duties as may be prescribed by the Vice President, or Pr=
esident.
Part I: D=
uties of
the Treasurer
The
Treasurer shall:
(1) Receive all monies collected by=
the Members,
or by any officer or other party on behalf of the Association, and shall
deposit such monies in a bank or other financial institution specified by t=
he Charter
Members.
(2)
Make disbursements for expenses up to $50. Disbursements exceeding this amo=
unt
must be authorized by a majority vote of the Charter Members at a regular or
special meeting, unless previously approved under the budget. All disbursements shall be made by
written check, countersigned by the Treasurer and President.
(3)
Have authority to countersign checks for approved expenditures on behalf of=
the
Association.
(4)
Deliver in writing a monthly financial accounting (balance sheet and income
statement) of all receipts and expenses and all fund reserves and balances =
to
the Members at regular Member meetings. If the Association’s receipts
and/or other funds exceed $25,000, then a review by an independent accounti=
ng
firm must be performed annually and reported to the Members in March –
for the prior year. The finan=
cial
accounting shall, upon written request, be open for inspection by any Member
who wishes to inspect such accounting.
ARTICLE V=
II
Part A: <=
/span>Standing
Committees
The
Association shall have a Finance Committee and Bylaws Committee. The President may establish additi=
onal
standing committees, special committees and/or task groups as deemed necess=
ary. All Members of these standing comm=
ittees
shall be appointed and have tenure in accordance with these Bylaws. All committees shall appoint a
chairperson.
Part B: F=
inance
Committee
Appointed as needed by vote of a quorum.
Part C: Bylaws Committee
The
Bylaws Committee shall consist of the Past President, and two Charter Membe=
rs
appointed by the President (and approved by the Charter Members).
The
Bylaws shall be consistent with the Articles of Incorporation. Within thirty
(30) days of their adoption, the Secretary shall deliver in writing to the =
Members
such Bylaws.
The
Association, by a majority vote of those present and voting at a regular or
special meeting called for this purpose, amend its Bylaws. However, notice =
of
the proposed changes shall be delivered in writing to the Members no fewer =
than
fourteen (14) days prior to the meeting, and the amended Bylaws shall be
consistent with the Articles of Incorporation. Within thirty (30) days after
their amendment, the Secretary shall deliver in writing to the Members the
amended Bylaws.
Each
Bylaws, and any amendments thereto, shall be reviewed for consistency as
described above. Any Bylaw that is inconsistent with the Articles of Incorp=
oration
shall be void and of no force or effect.
Part A: N=
ominations
Nominations
will be made by Charter Members from the floor at the December regular Memb=
er
meeting. Nominations shall in=
clude
at least one (1) nominee for each office position to be filled for the
succeeding year.
Part D: E=
lection
Elections
shall be held at the December regular Member’s meeting. Charter Members will vote for offi=
cers
for the succeeding year via paper ballot. The President and Secretary will =
both
count the ballots and confirm the vote.
Part E:
Notification of Results
Restrictions= Of Member’s Powers
Part A: G=
eneral
Limitation
All
actions taken by an Officer or Member that are not required or authorized by
the Bylaws shall be voidable. The Association
shall not act in a manner that is inconsistent with the Bylaws or Charter n=
or
can the Association speak or act in a manner that jeopardizes the nonprofit
status of the Association.
Part B:
Restriction Upon Committing the Association
An
officer or Member shall not commit the Association to any financial obligat=
ion,
or to any other obligation whatsoever, unless such commitment is authorized=
in
advance in writing (as shown in the minutes of a regular or special meeting=
) by
the Members.
Part C: M=
embers Acting
in the Name of the Association
A
Member shall not speak for or act in the name of the Association without th=
e prior
written approval of a majority of the Members (as recorded in the minutes o=
f a
regular or special meeting).
Part D: O=
fficers Acting
in the Name of the Association
When
officers act or speak for the Association, the full name of the Association
shall be used to avoid interpretation of such statements or reports as offi=
cial
statements of
Part E: S=
urrender
of Charter
The
surrender of a charter by action of two-thirds of the Charter Members prese=
nt
at a membership meeting called for such purpose shall bring about automatic
cancellation.
Part F: Disposition of Assets
Amended by BY-LAW COMMITTEE