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Proposed Bylaw Changes 2008
NORTHWEST FIRE INVESTIGATORS ASSOCIATION, INC.
BYLAWS
APPROVED BY GENERAL MEETING MARCH 11, 1986
ARTICLE I
NAME, OBJECTIVE, COMPOSITION, INCORPORATION
Section 1. NAME. The name of this organization
shall be the Northwest Fire Investigators Association, Inc.
Section 2. OBJECTIVE. The objectives of this
corporation are to bring together those persons interested in fire and arson
investigation so as to provide a uniform force to combat the problem.
To develop a bond of friendship, understanding and cooperation between agencies
and persons involved in fire and arson investigation.
To promote the development of fire and arson prevention and investigation in the
fire service and other related fields through a progressive program of
education, public relations, research and investigator certification.
Section 3 COMPOSITION. Membership in the
corporation shall be open to qualified adult citizens of the United States and
Canada of good character, or organizations who meet the requirements hereinafter
set forth.
Section 4 INCORPORATION. This Association shall
be incorporated as provided by law, Its Bylaws at the time of incorporation, or
as hereafter amended, shall be subservient to the Articles of Incorporation.
ARTICLE II
OFFICERS
Section 1. OFFICERS. The officers of this
corporation shall be the President, Vice-President and Secretary/Treasurer.
Section 2. ELECTED OFFICERS. The President,
Vice-President and Secretary/Treasurer shall be active members and shall be
elected at an annual meeting by a majority vote of all active members present
and voting. Both the President and Vice-President shall have been members of the
Board of Directors.
Section 3. TERMS OF OFFICE. The President and
Vice-President shall hold office for one year and the Secretary/Treasurer for
three years or until their successors have been elected and qualified. The terms
of all officers shall officially start at the close of the final business
session of the meeting.
Section 4. OFFICERS, REMOVAL OF. An officer shall
be removed from office for the following reasons:
a. Conviction of a felony
b. Malfeasance in office
Provided, however, that such removal shall not be effective unless and until
the evidence has been reviewed by and a determination made by the Board of
Directors; provided further, however, that the Board shall meet within 45 days
of the date of filing of any charges made upon an officer to deliberate the
issue, declare its findings, and take necessary action.
Any elected officer who resigns or retires from active duty from his or her
agency during his or her term of office shall automatically vacate his or her
position as an elected officer in the corporation. The Board of Directors shall
make the final determination of the eligibility of an officer to continue to
serve in their capacity as an officer of this Association.
Section 5. FILLING OFFICER VACANCY. A vacancy in
the office of the President, Vice-President or Secretary/Treasurer shall be
immediately filled through appointment by Board of Directors.
ARTICLE III
DUTIES OF OFFICERS
Section 1. PRESIDENT. The President shall
supervise all activities of the corporation, execute all instruments on its
behalf, preside at all meetings of the Board of Directors and of the membership
of the corporation, call such meetings of the membership as shall be deemed
necessary other than the annual meetings of the membership, and, in general, he
or she shall perform all duties as are usually incident to the office of
President of a non-profit corporation, together with such duties as may be
assigned him or her by the Board.
Section 2. VICE-PRESIDENT. In the absence or
inability of the President, the Vice-President shall perform all duties of that
office, and when the President is presiding, shall assist that officer, in every
way possible. Should a vacancy occur in the office of President, the
Vice-President shall at once assume all the duties and responsibilities of that
office, and shall also serve as Audit Chairperson of the corporation.
Section 3. SECRETARY/TREASURER. It shall be the
duty of the Secretary/Treasurer to keep a complete record of the proceedings of
the corporation and it’s Board of Directors. The officer shall keep a true and
correct record between the corporation and its members. He or she shall collect
all monies due the corporation from all sources and shall have custody of the
funds of the corporation, and all monies in his or her possession belonging to
the corporation shall be deposited under the name of the corporation in a bank
or banks or other financial institutions approved by the Board of Directors. The
Secretary/Treasurer shall keep a true and correct record of all monies received
and disbursed, and pay no money except upon a proper warrant drawn on him or
her, and all payments of accounts shall be by corporation check. The
Secretary/Treasurer shall be bonded as provided and in an amount as determined
by the Board of Directors. The Secretary/Treasurer shall have authority, with
the approval of the Board of Directors, to engage assistance at any time that he
or she may deem it necessary for the proper discharge of the business of the
corporation. No officer or member shall incur any expense in the name of the
corporation without the authority of the Board of Directors or the corporation
in conference except the Secretary/Treasurer for the necessary expenses of his
or her office. The Secretary/Treasurer shall close their annual report on the
last day of the month preceding the annual meeting and shall submit the same at
the conference. At the expiration of their term of office, the
Secretary/Treasurer shall deliver to successor all monies, books and papers,
with all vouchers and other property in their charge, belonging to or held in
trust for the corporation.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. DIRECTORS. The corporate powers and
management of this corporation shall be vested in a board of at least nine
trustees herein called the Board. The Board of Directors shall consist of the
President, Vice-President, Secretary/Treasurer and six board members. All past
presidents shall be considered ex-officio members of the Board and the immediate
past president shall automatically become an additional board member for one
year following his or her term.
Section 2. TERMS OF OFFICE. Board members shall
be elected by the membership at the Associations annual meeting. Board members,
other than officers, shall be elected as follows: Three year terms, except for
the immediate past president who shall automatically assume a one year Board
term. There shall be six three-year Board positions and one one-year Board
Position to be held by the immediate past president.
Section 3. MEETING OF THE BOARD OF DIRECTORS. The
Board of Directors and such other members of the corporation as the President
may see fit for the proper transaction of business shall meet annually or
whenever the President may deem it necessary at such time and place he or she
shall designate.
Section 4. BOARD OF DIRECTORS MEETING EXPENSE.
The necessary expenses of members attending the Board meetings or engaging in
corporation business shall be paid as set by the Board of Directors, to include
lodging, meals and incidentals for the time involved at the meeting and
necessary traveling time, plus transportation. Such reimbursement shall be
limited to a maximum of $50.00/meeting per Board member, unless otherwise
authorized by the Board.
Section 5. BOARD OF DIRECTORS QUORUM. A majority
of the Board shall constitute a quorum for the transaction of business.
Section 6. VACANCIES. Vacancies on the Board of
Directors shall be filled by the remaining members of the Board of Directors,
and any so appointed shall hold office for the unexpired term of the member
being replaced and until their successor shall be elected and qualified.
Section 7. MEMBER ATTENDANCE. Any Board member
who fails to attend three consecutive board meetings shall have their board
position reviewed by the remaining members of the Board of Directors. If such
review fails to reveal adequate reasons for the board member’s lack of
attendance, then such board member shall, by a majority vote of the board be
relieved of their office. Such vacancy shall be filled as outlined in Section 6
above.
ARTICLE V
DUTIES AND POWERS OF THE BOARD OF DIRECTORS
Section 1. DUTIES. It shall be the duty of the
Board of Directors to conduct all business of the corporation not otherwise
provided for at the annual meeting, cause to be made an audit of all books and
accounts of the corporation, such audit to be prepared and presented at the
annual meeting, to have the Secretary/Treasurer bonded in an amount to be
determined by the Board, the cost of said bond to be paid by the corporation.
Section 2. POWERS. The Board of Directors shall
have the power to expend the funds of the corporation to accomplish the
objectives set forth.
Section 3. OTHER DUTIES AND POWERS. The Board of
Directors shall perform such other duties and exert such powers as required and
authorized in these Bylaws or by the corporation in the annual meeting.
Section 4. REVIEW AND OVERRIDE. Any action of the
Board of Directors will be subject to review at the annual meeting of the
corporation, and two-thirds vote of the active membership present. Voting may
override any action taken by the Board of Directors.
ARTICLE VI
MEMBERSHIP
Section 1. MEMBERS. Membership of this
corporation shall consist of:
a. Active
b. Sustaining
c. Honorary Life
Section 2. ACTIVE. An active member shall be
any adult citizen of the United States or Canada, who is a representative of a
governmental agency actively engaged in the prevention, investigation,
suppression or prosecution of fire or arson. Active members shall be entitled to
vote on all matters requiring a vote unless otherwise prohibited by the Bylaws,
and to participate fully in the affairs of the Association.
Section 3. SUSTAINING. A sustaining member shall
be any active member or organization interested in carrying out the objectives
of the corporation. Such memberships shall be granted upon application and shall
require contribution of not less than $100.00 annually. All such funds shall be
used to further the cause of fire investigation.
Section 4. HONORARY LIFE. Any member in good
standing can nominate another member of good standing for an Honorary Life
Membership. Such nomination shall be submitted to the Board in writing not less
than 30 days prior to a board meeting. Such nomination shall contain specific
facts and information as to why the nominee shall be granted a Life Membership.
Upon receipt of such nominations the Board shall act upon the matter at the next
regular board meeting. The criteria for such memberships shall be as follows:
1. The nominees shall be, or have been, actively involved in the affairs
of the Association.
2. The nominee shall have contributed outstanding service to further the
goals of the Association either by: a) His or her active involvement in the
Association or, b)
By his or her work in fire and arson investigation done outside the
Association for a period of not less than five years.
If the Board denies the nomination, then the Board shall notify the person
making the nomination within 30 days of the Board’s decision. Such notification
shall contain the reasons for the denial.
If the Board approves the nomination, then this recommendation shall be
submitted to the membership at the next regular general meeting. It shall take a
two-thirds affirmative vote of the members present to confer an Honorable Life
Membership on a member.
An Honorable Life Member shall not have to pay any dues or registration when
attending a function of the association.
A maximum of two Honorable Life Memberships may be approved each year.
Section 5. ELIGIBILITY TO VOTE AND HOLD OFFICE.
Only active members shall be entitled to vote on all matters requiring a vote
unless otherwise prohibited by the Bylaws of this corporation. Only active
members shall be entitled to hold office.
Section 6. DECISION OF QUESTIONABLE CLASSIFICATION.
Any and all questions and disputes involving eligibility to any of the three
classifications of membership shall be decided by a vote of the Board of
Directors of this corporation.
Section 7. APPLICATION FOR MEMBERSHIP. All
applications for membership shall be submitted in writing to the Board of
Directors. Upon approval by the Board and the payment of the first year’s annual
dues or contribution, the applicant shall be entitled to the rights and
privileges of the membership accorded members of the same class for which the
applicant is qualified under the Bylaws. The decision of the Board of Directors
regarding an application shall be final and binding upon all applicants and
members of the corporation.
Section 8. EXPULSION OF MEMBERS. Any member of
the corporation, including an Officer or Director, may be expelled from the
corporation for cause upon a majority vote of the membership present at the
meeting. Recommendation for expulsion shall be submitted to the Board not less
than 30 days prior to a Board meeting. The Board shall review the matter and
present the findings to the membership. The member concerned shall be provided
with the findings and given an opportunity for response. The vote of the
membership shall be final and the member shall have no right of appeal. Any
member expelled from the corporation shall lose all rights and privileges
conferred by the Articles of Incorporation and/or the Bylaws.
ARTICLE VII
MEETINGS
Section 1. PLACE AND DATE. Meetings shall be
held annually. Consideration shall be given to meeting in locations sponsored by
host organizations. Each member shall be notified by the Secretary/Treasurer by
mail or electronic mail at least thirty days prior to each meeting. Any special
matters to be considered at said meeting shall be included in said notification.
The annual meeting of the corporation shall be held on a date designated by the
Board of Directors.
Section 2. BOARD MEETINGS. The Board of Directors
shall meet at least twice a year, including at the time of the annual meeting of
the corporation. Notice of a regular meeting shall be given in writing at least
ten days prior to the time fixed for the meeting. The Board of Directors may
call additional meetings at any other time or place upon call of the President
of the corporation or by any five members of the Board.
Section 3. BOARD APPROVAL. The entire program of
the opening ceremonies, memorial service and entertainment to be provided during
the conference shall be submitted to the Board of Directors before being adopted
or published.
Section 4. BOARD AUTHORIZED TO CHANGE TIME AND PLACE.
The Board of Directors shall have authority to change the time and place of the
annual meeting if in their opinion an extraordinary emergency exists.
ARTICLE VIII
AMENDMENTS TO BYLAWS
Section 1. TWO-THIRDS AFFIRMATIVE VOTE AND ADVANCE
NOTICE REQUIRED. The Bylaws may be amended at meetings by a two-thirds
affirmative vote of the active membership present and voting provided that
active members of the corporation shall have been given appropriate notice of
the proposed amendment at least thirty days prior to the voting date; provided
further that any active member in good standing may give a proxy in writing to
any other active member in good standing who will be in attendance at such
meeting.
Section 2. EFFECTIVE DATE AND OPPOSING PETITION.
Such amendment shall become effective thirty days after adoption unless a
petition opposing the amendment, signed by not less than twenty-five percent of
the active membership, is filed with the Board of Directors in the interim. In
the event such petition is filed as specified, the amendment shall not become
effective, but shall be reconsidered at the next meeting.
ARTICLE IX
MISCELLANEOUS
Section 1. PRIVILEGE LIMITATIONS. No member in
arrears for dues and/or failing to pay the registration fee while at a meeting
shall be entitled to the privileges enjoyed by registered members.
Section 2. REGISTRATION FEE EXEMPTION. Invited
speakers or distinguished visitors shall be permitted to register and receive
the courtesies of the meeting without payment of the registration fee, upon the
approval of the President.
Section 3. VOTING. Voting shall be written ballot
for election of officers when there are two or more candidates for an office.
Other balloting may be by voice or standing vote, provided, however that a
written ballot shall be taken upon motion passed by active members voting.
Section 4. TIE VOTE. In case of a tie vote, the
Board of Directors shall meet in emergency session (in the absence of anyone
involved in the run-off) and each director shall cast a secret ballot. Ballots
shall be sealed in an envelope and handed to the Elections Committee for
counting.
Section 5. COMMITTEES REQUIRED. The committees of
this corporation shall be:
a. Membership
b. Bylaws
c. Public Education and Relations
d. Elections Committee
Such committees shall be appointed by the President no later than the end of
the annual meeting of the Board of Directors.
Section 6. SPECIAL COMMITTEES. The President may
appoint special committees from time to time on any subject he or she deems
necessary for the benefit of the corporation.
Section 7. RESOLUTIONS QUALIFICATIONS. All
resolutions which are to be considered at a meeting shall be presented or mailed
to the Secretary/Treasurer not later than 30 days prior to the opening of the
meeting and shall be prepared in triplicate, typewritten, in proper form and
bearing the signature of the active member submitting it and the name of the
department or organization with which he or she is affiliated.
Section 8. RESOLUTIONS EMERGENCY NATURE.
Resolutions which are of such an emergency nature that compliance with the
requirements of Section 7 of these Bylaws are impossible, may be considered at a
meeting only after the Board of Directors has approved the resolution as an
emergency measure.
Section 9. BYLAWS ADOPTED. These revised and
amended Bylaws were approved and adopted September 22, 1982, as shown by the
minutes of that meeting of the corporation, and shall supersede all other Bylaws
promulgated heretofore.
ARTICLE X
RULES OF ORDER
Section 1. PRESERVING ORDER AND DECORUM. The
Presiding Officer shall preserve order and decorum, and shall take no part in
debates while he or she is presiding. All questions of order shall be decided by
the Presiding Officer subject to an appeal to the membership, and upon such an
appeal the vote shall be taken without debate. The Presiding Officer may state
their reasons for the decision given and shall put the question as follows:
“Shall the decision of the Chair be sustained?” A two-thirds majority of those
voting shall be necessary to reverse the decision of the Chair.
Section 2. PROCEDURE FOR SPEAKING OR MAKING A MOTION.
Every member, when he or she speaks or offers a motion, shall rise in their
place, state their name and place of residence and respectfully address the
Presiding Officer, and when he or she has finished speaking, shall at once
resume their seat.
Section 3. PROCEDURE TWO OR MORE PERSONS RISING.
When two or more members rise to speak at the same time, the Presiding Officer
shall decide who is entitled to the floor.
Section 4. MEMBERS CALLED TO ORDER. A member
called to order shall immediately cease speaking and resume their seat until the
point of order in question has been decided, when he or she shall again be
entitled to the floor.
Section 5. PREVIOUS QUESTION. 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 of the members present, 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. MOTION TO ADJOURN. A motion to adjourn
shall always be in order, except when a member is in possession of the floor, or
a vote is being taken or it has been decided that a vote be now taken. A motion
to adjourn to a given time is open to debate.
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