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CONSTITUTION and BYLAWS OF THE GREAT LAKES DIVISION OF THE INTERNATIONAL ASSOCIATION OF FIRE CHIEFS
Approved August 2011
Article I. Name
Section 1.1 - Name
The name of the corporation shall be Great Lakes Division of the
International Association of Fire Chiefs, Inc., hereinafter referred to as
"Corporation".
Article II. Purposes
Section 2.1 - Purposes
The purposes of the Corporation, along with those stated in the
Articles of Incorporation, are to provide leadership to career and volunteer
chiefs, chief fire officers and managers of emergency service organizations
throughout the Great Lakes region, through vision, information, education,
services and representation to enhance their professionalism and capabilities.
To carry out this purpose the corporation may:
A.
Conduct research and studies of major problems affecting the fire service within
the
B.
Develop and effectuate an active program dedicated to the continual well-being
of the fire service.
C.
Serve as the recognized organization for the exchange of ideas, information,
knowledge and experience in areas affecting the safety of life and property from
fire.
D.
Encourage and develop public education in fire prevention for the preservation
of human life and material resources from destruction by fire.
E.
Cooperate with all organizations to promote programs that further the goals and
objectives of the fire service.
F.
Support and encourage the delivery of pre-hospital emergency medical services by
the fire service to relieve human trauma.
G.
Conduct or engage in other activities which will effectuate the purposes of the
Corporation.
Article III. Headquarters
Section 3.1 - Headquarters
The headquarters of the Corporation shall be at the office of the
duly elected Secretary/Treasurer or at such other location as the board of
directors shall decide.
Article IV. Membership
Section 4.1 - Geographic Area
Corporation membership shall include individuals and fire/EMS
departments from the following states:
Section 4.2 - Types of Memberships
The membership of the Corporation shall consist of:
A. Regular Members.
Regular members shall include:
1.
The chief of the department and all chief officers, as designated by the chief,
of regularly organized public, private, governmental or industrial fire
departments.
2.
State and provincial fire marshals.
3.
Fire commissioners and/or fire directors who devote full time to administrative
and fire fighting operations and all Regular members in retirement. Regular
members shall be entitled to vote on all matters requiring a vote unless
otherwise prohibited by the Articles of Incorporation or Bylaws. Regular
members who become ineligible for membership as the result of the consolidation
of their departments or sources of eligibility with another organization shall
be allowed to maintain Regular membership so long as they remain in the
department or organization resulting from such consolidation.
B. Associate Members. Associate members shall be individuals
interested in the goals and objectives of the Corporation and shall include:
1.
Fire service personnel who are of rank or position other than that described in
Article II, Section 4.2 A.
2.
Professors, instructors and technical staff members of accredited colleges,
universities and academies, engaged in teaching or researching in the field of
fire science and/or fire administration.
3.
Those individuals engaged in fire related governmental research programs, and
similar agencies engaged in research or in the establishment of better fire
services administration and management technology.
4.
Persons who have made a significant contribution to the science and practice of
fire administration. Associate members shall be entitled to participate in the
Corporation, except they are not eligible to hold elective office, serve on the
board of directors or have voting privileges.
C. Life Members. Life membership shall include Regular
and Associate members who have retired from the fire service, provided they have
been members of the Corporation continuously for ten (10) years and further
provided they are not identified with fire protection commercially or have
become a chief, assistant chief, commissioner, fire marshal or fire director of
another public, government or industrial fire department or any other services
that would make them eligible for either Regular or Associate membership.
Life membership may be obtained by application to and on certification from the
executive director of the IAFC. Life members shall be entitled to vote on
matters unless prohibited by the constitution, but shall not be entitled to hold
elective office or serve on the board of directors. Life members shall not
pay annual dues.
D. Honorary Life Member. Honorary life membership may
be conferred upon any person who has rendered conspicuous service to the
Corporation, its aims and purposes, provided that membership shall be
recommended by the board of directors and receive a majority vote of the members
present and voting at the annual conference. Honorary life members shall
be entitled to participate fully in the affairs of the Corporation with the
exception of holding elective office, serving on the board of directors and
voting privileges. Honorary Life members shall not pay dues.
E. Sustaining Members. Sustaining membership shall be
granted to individuals and/or businesses engaged in the manufacture or sale of
emergency apparatus, supplies or emergency services upon payment of an annual
fee, which shall be determined by the board of directors. Sustaining
members shall be entitled to participate fully in the affairs of the Corporation
with the exception of holding elective office, serving on the board of directors
and voting privileges.
F. Departmental
Members. Departmental membership shall include those fire/EMS departments
serving populations of 10,000 or less. Departmental members shall be
entitled to the same privileges as a Regular member with the exception of
serving in elected positions. Dues for departmental members shall be the
same as for Regular members.
G. Affiliate Members. Affiliate
members shall be persons interested in the affairs of the Association and the
fire service who are not eligible for Regular membership. Affiliate members
shall be entitled to participate in the Association, except they are not
eligible to hold elective office, serve on the board of directors or have voting
privileges. Membership services for Affiliate members will be less than those
afforded Regular and Associate members.
Section 4.3 - Dues and Assessments
Membership dues, in the corporation, shall be determined by the
board of directors, subject to the approval of two-thirds (2/3) of the members
present and voting at the annual or special meeting. Payment of dues shall
be a requirement for membership, except for life members and honorary life
members, and are due and payable by the member’s renewal date. The board
of directors shall have the power to levy and collect an assessment from the
members in an amount sufficient to defray the expenses of the annual meeting of
the members, should such an assessment be necessary in the opinion of the board
of directors. The maximum amount that may be assessed against each member
shall be limited to $20.00 per year unless a greater amount is approved by a
favorable vote of at least two-thirds (2/3) of the members actually voting.
No member in arrears for dues or assessments shall be eligible to vote or attend
meetings of the members. Any member whose dues or assessment is more than ninety
(90) days past due shall, after notice of such arrearage, have his or her name
removed from the membership roll and mailing list.
Section 4.4 - Membership in International Association of Fire Chiefs
No individual or department that is not a member of the
International Association of Fire Chiefs shall be eligible for membership in the
Corporation. An individual or department may not hold a type of membership
in the Corporation that differs from their type of membership in the
International Association of Fire Chiefs.
Article V. Meetings of Members
Section 5.1 - Annual Meeting
An annual meeting of the members shall be held at a time and
location as determined by the board of directors for the purpose of electing
officers and for the transaction of such other business as may come before the
meeting.
Section 5.2 - Special Meetings
Special meetings of the members may be called by the President,
board of directors, or not less than one-third (1/3) of the members having
voting rights. The time and location of special meetings shall be
determined by the president and approved by the board of directors, and no
business other than that for which the special meeting is called for may be
conducted.
Section 5.3 - Notice of Meetings
The times and places of meetings of the members shall be published
in the Trumpet at least thirty (30) days prior to the meeting's date. For
special meetings, the notice shall include the meeting's purpose.
Section 5.4 - Quorum
Five per cent (5%) of the persons qualified to vote as members
shall be present at a meeting to constitute a quorum.
Section 5.5 - Proxies
Members may not cast votes on any matter by proxy.
Section 5.6 - Voting List
The Secretary/Treasurer shall maintain a complete and accurate list
of all members entitled to vote at any meeting of the members which may be
inspected by any member, for any purpose, at any reasonable time.
Section 5.7 - Expenses
Expenses for all annual and special meetings of the members shall
be approved by the board of directors.
Section 5.8 - Rules of Order
Robert's Rules of Order or such other rules as adopted by the
presiding officer shall be the authority for all rules of order at meetings of
the members, and the President, or his/her delegate, shall be the presiding
officer of meetings of the members.
Section 5.9 - Ballots by Mail
In the event of an urgent question arising which necessitates an
expression of opinion by the membership and such question is not of sufficient
importance to summon a special meeting of the members, the president shall have
authority to instruct the Secretary/Treasurer to have printed and mailed to each
member entitled to vote a ballot, and to name a date upon which said ballot
shall be returned to the Secretary/Treasurer. The president shall appoint
three (3) members of the board of directors to count said ballots and report the
results to the president. All ballots shall be preserved until the close
of the next annual meeting of the members in the event that a recount should be
required.
Article VI. Board of Directors
Section 6.1 - General Powers
The control and management of the affairs of the Corporation shall
be vested in its board of directors. Directors must be members of the
Corporation.
Section 6.2 - Directors
The Board of directors shall consist of the president,
vice-president, Secretary/Treasurer, division director, and a state
representative from each state.
Section 6.3 - Regular Meetings
A regular annual meeting of the board of directors shall be held
without other notice than these By-Laws, immediately after, and at the same
place as, the annual meeting of members. However, the board of directors
may select an alternate date and location for its regular annual meeting
provided that it is held no later than the first full weekend in December.
The board of directors may provide by resolution of the time and place for the
holding of additional regular meetings of the board without other notice than
such resolution.
Section 6.4 - Special Meetings
Special meetings of the board of directors may be called by the
president or at the request of the majority of directors. The person or
persons authorized to call special meetings of the board may fix any place as
the place for holding any special meeting called by them. If the president
determines that an unusual emergency exists, he or she is authorized to arrange
a conference call of all the directors for the purpose of taking action to
resolve such emergency.
Section 6.5 - Notice of Special Meetings
Notice of any special meeting of the board of directors shall be
given at least two (2) days previously thereto by written notice delivered
personally or sent by mail or telegram to each director at his address as shown
by the records of the Corporation. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
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
need be specified in the notice or waiver of notice of such meeting, unless
specifically required by law of these By-Laws.
Section 6.6 - Quorum
A majority of the entire board of directors shall constitute a
quorum. However, when filling vacancies occurring in the board of
directors, a majority of the existing directors shall constitute a quorum.
Section 6.7 - Manner of Acting
The act of majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors.
Section 6.8 - Informal Action by Directors
Any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if prior to such action a written consent to such action is signed by a majority
of members of the board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.
Section 6.9 - Power to Appoint Executive Committee
The board of directors shall have power to appoint by resolution
adopted by a majority of the entire board an executive committee composed of two
or more directors, who, to the extent provided in such resolution, shall have
and exercise the authority of the board of directors in the management of the
business of the Corporation between meetings of the board.
Section 6.10 - Articles of Incorporation and By-Laws
The membership shall have the power to adopt and amend the By-Laws
and to restate the Corporation's Articles of Incorporation through a resolution
adopted by a two-thirds (2/3) majority of the members present and voting at an
annual or special meeting.
Section 6.11 - Removal of Officers
The board of directors may remove an officer from his office for
cause by an affirmative vote of eighty-percent (80%) of the directors. The
removal of an officer shall also constitute the removal of the individual as
director.
Section 6.12 - Delegation of Powers
For any reason deemed sufficient by the board of directors, whether
occasioned by absence or otherwise, the board may delegate all or any of the
powers and duties of any officer to any other officer or director, but no
officer or director shall execute, acknowledge or verify any instrument in more
than one capacity.
Section 6.13 - Audits
The board of directors shall cause to be made an annual audit of
all books and accounts. This audit shall be presented to the members at
the annual meeting of the members.
Section 6.14 - Meeting Expenses
Expenses for all regular and special meetings shall be determined
by the board of directors.
Section 6.15 – Executive Director
The Board of Directors are authorized to contract for the services
of an Executive Director and at such time as an Executive Director is hired, to
reassign any or all of the duties of the Secretary/Treasurer as prescribed in
these by-laws. The Executive Director will not be a member of the Board of
Directors.
Article VII. Officers
Section 7.1 - Officers
The officers of the Corporation shall be the president,
vice-president, secretary/treasurer, division director and a representative from
each of the six states in the division
Section 7.2 - Eligibility
Any member seeking election as an officer must:
A. Be a Regular member in good standing of both the
Corporation and the International Association of Fire Chiefs, Inc.;
B. Have paid all dues and assessments and be in
attendance at the annual meeting of the members;
C. Have not retired from the Fire Service prior to seeking an
elective office, with the exception of the secretary/treasurer;
D. In the event an officer retires from the Fire service
while holding an elective office, he or she may continue to hold said office
until the next annual meeting of the members when his or her successor shall be
elected;
E. A retired member seeking election to the office of
secretary/treasurer of the Corporation shall be a member in good standing of
both the Corporation and the International Association of Fire Chiefs, Inc.
Section 7.3 - Election and Term of Office
The president, vice-president, secretary/treasurer and division
director shall be elected by ballot of the members at the annual meeting of the
members. The state representatives shall be elected by the respective
members of each state at separate caucuses of each state. The president
and vice-president shall have a term of two (2) years or until the next annual
meeting of the members when their successors shall be elected. The
division director and the secretary/treasurer shall have a term of three (3)
years or until the next annual meeting of the members when their successors
shall be elected. The state representatives shall have a term of three (3)
years or until the next annual state meeting of the members when his or her
successor shall be elected.
Section 7.4 - Vacancies and Resignations
In the event of a vacancy occurring in the office of the president,
or his successors, the next officer in line shall assume all the duties and
authorities of the vacant office after formal notification in writing by the
board of directors. The board of directors shall elect a successor for the
unexpired term of any officer who has succeeded the president. In the
event of a vacancy in the office of secretary/treasurer, an acting
secretary/treasurer shall immediately be appointed by the president, with the
approval of the board of directors, to serve the unexpired term. In the
event a state representative shall resign, die or otherwise be incapable of
serving, the state represented shall immediately fill such vacancy in accordance
with the procedure specified in its own constitution and by-laws for filling
vacancies within its own organization. Should a vacancy occur in the
office of division director, the president may appoint himself or a member of
the Corporation to temporarily serve as the division director until the next
annual conference when a member of the Corporation shall be elected to the
office of division director for a full three (3) year term.
Section 7.5 - Nominations and Elections
The following nomination and election procedures shall apply to the
offices of president, vice-president, secretary/treasurer and division director.
A. The Committee on Nominations and Elections shall present
its report at the annual meeting of the members giving a complete list of the
nominations for the elective officers of the Corporation. Where the
Committee on Nominations and Elections deems it to be in the best interest of
the Corporation to nominate two (2) or more candidates for any office, it may so
report in order that the choice may be decided by ballot of the members present
at the meeting. The presiding officer shall call for nominations from the
floor for each elective office. Nominations from the floor shall require the
nominee's concurrence in writing or his verbal concurrence from the floor at the
time of nomination. After calling three (3) times for further nominations,
hearing none, the presiding officer shall declare the nominations closed.
B. No nominating speeches or statements supporting any
candidate shall be made by anyone, except that each candidate seeking elective
office, or one of his supporters, may address the Corporation members on behalf
of the candidate.
C. For any office for which there is only one (1) candidate
nominated, the presiding officer shall instruct the chairman of the Committee on
Nominations and Elections as a representative of the Corporation to cast a
ballot for said candidate and shall there upon declare said candidate elected.
D. In the election of officers, the candidate receiving the
highest number of votes for each office shall be declared elected. In the
event of a tie vote, the voting on the second ballot shall be confined to the
candidates so tied. The second ballot shall take place immediately
following the report of the Committee on Nominations and Elections that a tie
vote does exist. The second ballot shall be subject to the same procedure
as the first ballot.
E. The complete conduct of the elections and decisions in any
matters of dispute that may arise during such elections shall be in the hands of
the committee on Nominations and Elections. The president, when appointing
the Committee on Nominations and Elections, shall appoint a chairman of said
committee who shall be its spokesman to announce its decisions and rulings to
the presiding officer.
Section 7.6 - Installation of Officers
The installation of officers shall take place at the annual meeting
of the members immediately following their election with appropriate ceremonies.
All newly elected officers shall take the following oath of office:
"I_____________ hereby swear that I will support the Articles of
Incorporation and By-Laws and at all times bear true allegiance to
the goals and purposes of the Great Lakes Division of the International
Association of Fire Chiefs and the International Fire Chiefs, Inc. I
further swear to perform the duties and responsibilities of my office to the
best of my ability, and at the end of my term of office, I will deliver to my
successor all records of said office. So help me God."
Article VIII. Duties of Officers
Section 8.1 - President
A. Shall be official representative and spokesman for the
Corporation.
B. Shall preside as chairman at all meetings of the
Corporation and at the meetings of the board of directors.
C. Shall appoint all committees, including those not
otherwise provided for in the Articles of Incorporation and By-Laws.
D. Shall perform such other duties as are prescribed by the
board of directors, and shall sign all papers executed by or on behalf of the
Corporation.
E. Shall rule on the approval of all unbudgeted expenses of
the Corporation not to exceed $500.00.
Section 8.2 - Vice-President
A. In the absence or inability of the president to perform
all the duties of his office, the first vice-president shall be directed by the
board of directors to immediately assume all the duties and responsibilities of
the office of president.
B. Shall assist the president in every way possible to
fulfill the duties of his office.
C. In addition to the duties assigned by the president, shall
perform such other duties as may be required by the Corporation's members or
board of directors.
Section 8.3 – Secretary/Treasurer
A. It shall be the duty of the secretary/treasurer to be
responsible for the custody of all the assets of the Corporation.
B. All the monies of the Corporation shall be deposited in
proper accounts, and where applicable, drawing the highest rate of return
consistent with the greatest safety for the funds in the name of the
Corporation.
C. Shall supervise the collection and disbursements of all
funds and shall disburse such funds of the Corporation in accordance with the
By-Laws of the Corporation.
D. The secretary/treasurer shall attend to and perform such
duties pertaining to the office, or as may be directed by the board of
directors.
E. Shall attend all meetings of the Corporation, the Annual
Conference of the International Association of Fire Chiefs, Inc., the
Corporation's board of director meetings, and the International Secretaries'
Meeting. Shall keep full minutes of the proceedings at all Corporation
meetings and at the Corporation's board of directors meetings.
F. Shall at each annual meeting of the members of the
Corporation submit a written report of the activities of his office for the
preceding year, and also submit a report of the Corporation's financial
condition.
G. Shall prepare or have prepared complete reports of the
annual meeting of members and annual board directors meeting which shall be
published in the Trumpet.
H. Shall publish and mail to all members a minimum of three
(3) Trumpets annually containing items of interest to the membership. The
Trumpet shall be published immediately prior to the annual meeting of the
members and contain the time and place of meetings.
I. May employ, with the consent of the board of
directors, such assistance as deemed necessary to discharge the duties of the
office.
J. The secretary/treasurer shall be allowed a monthly sum for
expenses, said sum shall be prescribed by the board of directors at the annual
board of directors meeting. Out of this sum, the secretary/treasurer shall
be expected to attend the Annual conference of the International Association of
Fire Chiefs, Inc.
K. Shall be responsible for the preparation of the annual
budget which shall be presented to the board of directors at their annual
meeting for their approval.
L. Shall assist and cooperate with the chairman of all
committees appointed by the president.
M. Shall be responsible for coordinating all Corporation business.
N. The duties of the Secretary/Treasurer may be assigned to an
Executive Director or similar staff person at the direction of the Board of
Directors.
Section 8.4 - State Representatives
They shall assist the president of the Corporation and the
International Association of Fire Chiefs, Inc. in promoting the principals and
policies of both the Corporation and the International Association of Fire
Chiefs, Inc., and shall act as committee men in the securing of new members.
Section 8.5 - Division Director
A. Shall represent the Corporation at the meetings of the
board of directors of the International Association of Fire Chiefs, Inc.
B. Shall act in accordance with the directives and
instructions of the members and the board of directors of the Corporation when
attending the International Association of Fire Chiefs, Inc. board meetings.
Article IX.
Committees
Section 9.1 - Committees
The standing committees of the Corporation shall be:
A.
Articles of Incorporation and By-Laws
B.
Nominations and Elections
The president may create additional committees as he/she deems
necessary and such committees shall end with that president's term of office.
Section 9.2 - Composition
Committee representatives and alternate representatives shall be
selected by the president and shall hold office until their resignation or
replacement by the president.
Section 9.3 - Reports
Each committee shall be required to submit a report of its
activities for the presentation at the annual meeting of the members.
Article X. Fiscal Year
Section 10.1 - Fiscal Year
The Fiscal year of the corporation shall begin on the first day of
January and end on the thirty- first day of December in each year.
Article XI.
Corporate Indemnification
Section 11.1 - Indemnification
To the extent not inconsistent with
Article XII. Consistency with
Parent Organization
Section 12.1 - Consistency with Parent Organization
If any provisions of these By-Laws are or become in conflict with
the International Association of Fire Chiefs, Inc., such provision shall be
invalid.
Article XIII. Expenses
Section 13.1 - Expenses
No officer, director or member shall incur any expense in the name
of the Corporation without the prior approval of the board of directors.
In the case of an emergency, the president is empowered to authorize the
expenditure of sufficient funds to meet the emergency.
Article XIV. Bonding
Section 14.1 - Bonding
The secretary/treasurer and other officers or agents authorized by
the board of directors shall be bonded by the Corporation in an amount approved
by the board of directors.
Does not need membership approval, may be changed by vote of the Board of
Directors
Section 1
The Presiding Officer shall preserve order and decorum and shall
take no part in debates while he is presiding. All questions of order
shall be decided by him subject to an appeal to the Division, and upon such an
appeal, the vote shall be taken without debate. The Presiding Officer may state
his reasons for the decision given and shall put the question as follows “Shall
the decision of the Chair be sustained?” A two-third majority of those
present and voting shall be necessary to reverse the decision of the chair.
Section 2
Every member, when he speaks or offers a motion, shall rise in his
place, state his name and place of residence and respectfully address the
Presiding Officer, and when he has finished speaking shall at once resume his
seat. When speaking he shall confine himself to the question under debate.
Section 3
When two (2) or more members rise to speak at the same time, the
Presiding Officer shall decide who is entitled to the floor.
Section 4
A member called to order shall immediately cease speaking and
resume his seat until the point of order in question has been decided when he
shall again be entitled to the floor.
Section 5
A motion to take the previous question shall always be in order
except when a member is in possession of the floor, and must be put without
debate, and if supported by a majority vote of the members present and voting,
shall be declared carried, and no further debate or amendments shall be in order
until the main question shall have been decided.
Section 6
A motion to adjourn shall always be in order except when a member
is in possession of the floor, or a vote is taken, or it has been decided that a
vote shall be taken. A motion to adjourn is not debatable, but a motion to
adjourn at or to a given time is open to debate.
Section 7
The consideration of any proposed amendments to the Constitution,
Bylaws or Rules of Order, of which notice has been duly given prior to the
opening of the Annual Meeting, shall be the first order of business at the
annual meeting
Section 8
Where a blank is to be filled in by the insertion of an amount or a
date, the largest amount or the furthest date shall be voted on.
Section 9
Any question coming before the meeting for which no provision has
been made in the Constitution, Bylaws or Rules of Order, the Presiding Officer
shall be guided in his decision by the rules laid down in Roberts Rules of
Order.
Section 10
Order of Business at the Annual Meeting:
An appropriate Memorial Service in honor of the deceased members of the
Division shall be held at each annual meeting.
The order of business shall be:
A. Call
the meeting to order
B.
Appoint the Sergeant at Arms
C. Stand
and pledge Allegiance to the Flag
D.
Memorial Service
E.
Constitution and Bylaws Committee report.
F.
Secretary/treasurer’s Financial Report
G.
Secretary/Treasurer’s Membership Report
H.
Nominations and Elections Committee Report
I.
Reading of communications report
J. Audit
and remaining committee reports
K.
Unfinished business
L.
Elections and installation of officers
M. New
Business
N.
Recommendations for the good of the division
O. Final
adjournment
Section 1
No amendment to this Constitution or Bylaws shall be made except
when written notice of such amendment has been received and read in open session
of the Annual Meeting or as provided in Article VI of the Constitution and a
two-thirds majority of the members present and voting shall be required to adopt
such amendment.
Section 2
All amendments, alterations or revisions of any part of this
Constitution or Bylaws shall take effect upon their adoption at the Annual
Meeting unless otherwise provided for.
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Great Lakes Division - IAFC ● 335 Springbrook Drive ● New Philadelphia, Ohio 44663 (989) 860-8755 Copyright © 2013 Great Lakes Division - International Association of Fire Chiefs
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