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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 during his term of
office shall automatically vacate his 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 his 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 Trustees 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.
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 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 semi-annual
meetings 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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