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Article 1992 November 11BYLAWS OF THE NORTHEAST FIRE TRAINING ASSOCIATION A Texas Non -Profit Corporation ARTICLE I. THE CORPORATION 1. Name The name of this Association is: THE NORTHEAST FIRE TRAINING ASSOCIATION. are: 2. Purpose The purposes for which this Association is organized and formed A. Specific Purposes. To further the professional advancement of the fire service in Northeast Tarrant County (the "Area") and to promote fast and efficient cooperation between member cities to insure and maintain greater protection of human life and property from fire and other program activities in fulfillment of this corporate purpose. B. Other Purposes. To carry on any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or incidental to the powers herein named or for the enhancement of the value of the property of the Association or which shall at any time appear conducive thereto or expedient; to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Texas or under any act amendatory thereof, supplemental thereto or substituted therefor. 3. Nature of Association The Association shall be a non-profit corporation. 4. Restrictions No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth under the Articles hereof. 1 5. Powers To accomplish the foregoing objectives and purposes, the association shall have the following powers: A. To serve as the recognized organization for the exchange of ideas, information, knowledge and experience in matters relating to the fire service in the Area; B. To encourage and develop public fire safety education and fire prevention for the preservation of life and material resources from destruction by fire; C. To support and propose sound progressive programs at all levels of government to assure the advancement and development of the fire service in order to provide the optimum protection to the public; D. To operate any educational -related facility in accordance with licenses, rules, and regulations issued by appropriate governmental agencies; E. To take by will or by gift, in trust or absolutely, cash or property, subject to any terms, conditions or limitations which may be contained in the instrument by which said cash or property is acquired. F. To acquire by purchase, lease, contract or otherwise, any property, real, personal or mixed; G. To borrow money and execute notes, mortgages and other contracts; H. To have and maintain one or more offices and to conduct any or all of its operations and business therefrom; I. To do any and all things herein set forth as principal, agent, trustee or otherwise, alone or in company with others; J. To do any and all such further acts and things and to exercise any and all such further powers as may be necessary, incidental, conducive, appropriate or desirable for the accomplishment or carrying out or attainment of all or any of the foregoing objects or purposes; and to have and to exercise all the powers conferred by the laws of the State of Texas upon religious, charitable, scientific and educational corporations, as such laws are now in effect or may at any time hereafter be enacted or amended. 6. Registered Office The Registered Office shall be located at 7202 Dick Fisher Drive North, North Richland Hills, Texas 76118, and the Registered Agent of. the Association at such address is Stan R. Gertz. The Board of Directors may change its registered office or its registered agent, or both, as prescribed by Article 1396-2.06 of the Texas Non -Profit Corporation Act. 2 7. Business Office The Business Office shall be located at 7202 Dick Fisher Drive ;orth, North Richland Hills, Texas 76118, or such other place, either within or without the State of Texas, as the Board of Directors may from time to time determine or the business of the Association may require. ARTICLE II. MEMBERSHIP 1. Membership Classifications A. Regular Membership 1) Member Cities Any city in the Area desiring to further the purposes of the Association shall be eligible for regular membership in the Association if approved by a majority of the regular membership at any regular meeting and upon the payment of annual dues as assessed by the By -Laws. 2) Regular Individual Members Any individual, paid or volunteer, if in good standing as a member of the fire departments of the member cities, shall automatically be admitted as an Regular Individual Member. Privileges of regular membership shall include voting privileges, the right to hold office in the association and participation in all activities of the association. B. Associate Membership Individual fire personnel serving in the Area and desiring to further the purposes of the Association shall be eligible for associate membership in the Association if approved by a majority of the regular membership at any regular meeting and upon one month's notice and upon the payment of annual dues as assessed by the By -Laws. Associate members shall not have voting privileges nor the right to hold office in the Association. C. Honorary Membership Upon nomination by the directors, in their discretion, the regular membership, by majority vote, and upon reasonable notice to the membership, may bestow honorary membership in the Association, for conspicuous service to the Association or for other good cause shown. Honorary members shall not have voting privileges nor the right to hold office in the Association. 2. Public Positions; Endorsements The Association shall not formally take any position on any political or social issue unless such endorsement shall have been first approved by a three-quarters affirmative vote of the members present at any meeting at which such issue may properly come before the membership for consideration. 3 3. Dues Annual membership dues, in an amount set by the Board, shall be due he fifteenth day of October each year and shall not be prorated. 4. Conditions of Membership Failure to pay dues by December 31 of each year shall constitute automatic grounds for suspension of membership. Failure to cooperate in the purposes and ongoing programs of the Association shall constitute cause for removal of members upon 2/3 vote of the current membership. ARTICLE IV. Board of Directors 1. Purpose, Powers, and Duties The Board of Directors ("the Board") has the general power to: A. control and manage the affairs, funds, and property of the Association; B. disburse the Association's monies and dispose of its property in fulfillment of its Corporate purpose; provided, however, that the fundamental and basic purposes of the Association, as expressed in the Articles of Incorporation, shall not thereby be amended or changed. The Board may further delegate authority to committees, staff or individual Directors as it deems necessary for the carrying out of the purposes and business of the Association. 2. Composition The Board shall be composed of the officers of the Association, the servings chiefs of the fire departments of the member cities and the immediate Past President of the Association. 3. Election, Term of Office Directors shall normally be elected at the annual meeting of the Association by a majority vote of the membership. Directors shall be elected to office for a term of one year, beginning June 1 following their election, or until their successors are duly elected and qualified;- except in the case of their earlier death, resignation, or removal from office. 4. Resignation and Removal of Directors Any Director may resign by giving written notice of such resignation to the Board or to the President or Secretary of the Association. Such resignation shall take effect at the time specified n such notice and the acceptance of such resignation shall not be 4 necessary to make it effective. Any Director may be removed, with or without cause, by a two-thirds vote of all Directors then serving in office. 5. Vacancies Vacancies on the Board, however arising, shall be filled by a majority vote of all Directors then serving in office at any regular meeting of the Board or at a special meeting of the Board called for that purpose. 6. Attendance and Participation All Directors shall direct their reasonable best efforts to attend all Board and committee meetings and to participate in the work of the Board and committees in carrying out the purposes of the Association. Failure to attend Board and committee meetings and to participate in Board and committee work may be considered as cause for removal of a Director. 7. Regular Meetings; Place The frequency and dates of regular meetings of the Board shall be fixed by the Board. The Board may provide by resolution the time and place; either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution. S. Special Meetings Special meetings of the Board may be called by the President or Vice President of the Board or shall be called at the request of any three Directors. Written notice of the time and place; either within or without the State of Texas, for the holding of such special meetings of the Board shall be given to each Director at a reasonable time prior to the time of the meeting. 9. Notices Neither the business to be transacted at, nor the purposes of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless required by law. 10. Quorum A majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute. 11. Waiver of Notice Attendance of a Director at a meeting shall constitute a 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 on 5 the ground that the meeting is not lawfully called or convened. 12. Action by Consent; Mail and Telephone Polls Any action required to be, or which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by a two-thirds majority of the Directors entitled to vote with respect to the subject matter thereof and then delivered to the Secretary/Treasurer of the Association for inclusion in the minutes of the Association. Such action may also be taken by mail or telephone poll of the Directors, provided that such action shall be ratified at the next regular or special meeting of the Board. 13. Voting by Proxy Voting by proxy shall be permitted, provided however that no such proxy shall be accepted unless typed or written on the official letterhead of the member city and personally signed by the serving chief of the fire department of that member city. A proxy shall not be effective for more than one meeting, provided that questions taken up during continued meetings following adjournment may be voted on by the same proxy. ARTICLE IV. OFFICERS 1. Number The Officers of the Association shall include a President, a Vice President, a Secretary and a Treasurer. 2. Qualifications; Election and Term of Office Any regular individual member in good standing and having at least two (2) years experience on the fire departments of one or more member cities shall be eligible to hold office. The Officers of the Association shall normally be elected at the regular October meeting of the Association of each odd -numbered year for a term of two years, but may be elected at any meeting of the Association at which a quorum is present, by the vote of a majority vote of the member cities present and voting. Nominations for office shall be accepted from the floor and nominating statements of endorsement, not to exceed five (5) minutes in length shall be permitted. 3. Removal of Officers Any Officer may be removed, with or without cause, by a two-thirds vote of the membership present and voting at a meeting at which such question shall properly be presented. 2 4. Vacancies Vacancies among the officers, however arising, shall be filled for the unexpired portion of the term by a majority vote of Directors present at any regular or special meeting of the Board at which there is a quorum present. The list of nominations for officer positions shall be included with the notice of the meeting at which election is proposed. 5. President The President shall preside at all meetings of the Board and of the Association. The President shall in general supervise and control all of the business and affairs of the Association. He shall sign, with the Secretary or Treasurer, any documents, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shal•1 be expressly delegated by the Board to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. The President shall be ex committees. 6. Vice President officio a member of all standing The Vice President, in the absence of the President or in the event of his inability or refusal to act, shall perform the duties and exercise the powers of the President, and when so acting, shall have all of the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board. 7. Secretary The Secretary shall act under the supervision of the Board and shall have the following duties: A. act as the Secretary of, and attend all meetings of the Association and record all proceedings of the meetings of the Association and of the Board in one or more books provided for that purpose; B. promptly distribute minutes of such meetings to the Board; C. give, or cause to be given, all required notices in accordance with these Bylaws or the law; D. have general charge of the books, records, and papers of the Association relating to its organization as an Association and shall see that all reports, statements, and other documents required by law are properly kept or filed, E. maintain such membership records as the Board shall determine necessary and F. in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board. . 7 8. Treasurer The Treasurer shall act under the supervision of the Board and shall have the following duties: A. have charge, custody and responsibility for all funds of the Association; B. receive and give receipts for monies due and payable to the Association from any source whatsoever; C. deposit all such monies in the name and to the credit of the Association in such banks, trust companies or other depositories as shall be selected by the Board; D. disburse the funds of the Association, based upon proper vouchers for such disbursements; E. keep accurate and adequate records of the assets, liabilities, and transactions of the Association; F. render to the President and the Board at its regular meetings, or when the Board so requires, an account of all financial transactions and of the financial condition of the Association; and G. in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board. If so required by the Board, the Treasurer shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office and for the restoration of the Association, in case of the death, resignation, retirement or removal from office of the Treasurer, of all books, papers, vouchers, money or other property of whatever kind in the possession or under the control of the Treasurer belonging to the Association. ARTICLE V. COMMITTEES 1. Designation The Board may by resolution at any meeting of the Board designate standing and/or ad hoc committees of the Board. 2. Membership Each standing committee shall consist of at least three members. Unless otherwise provided for in these By-laws, any standing or ad hoc committee designated by the Board may include as full voting members of such committees such persons, whether or not members of the Association, as the Board shall determine. Any such non-members shall be entitled to vote on committee action only. Each such committee shall have power to the extent delegated to it by the Board and in accordance with the laws Of the State of Texas. Each committee shall keep minutes of proceedings and re,)crt to the Board. f:3 3. Standing Committees The following standing committees shall be established by the Board. Upon organization, each standing committee shall formulate a description of its mission and purposes for submission to the membership and incorporation into the By -Laws of the Association. A. Fire Prevention B. Area Fire Protection, Mutual Aid C. Public Fire Safety Education D. Firefighter Training E. Hazardous Materials Response F. Emergency Medical Services G. Explosives Response Team H. Development of Joint Programs I. Executive Committee The Officers and immediate Past President shall comprise the Executive Committee. The President shall serve as Chairman. The Executive Committee shall, during intervals between meetings of the Board, exercise all the powers of the Board in the management of the business and affairs of the Association, except as otherwise provided by law, these By-laws, or by resolution of the Board. The presence of a majority of the members of the Executive Committee then serving in office shall constitute a quorum and the act of a majority of the members of the Executive Committee present at a meeting of the Committee at which a, quorum is present shall be the act of the Committee. The Committee shall keep full and fair records and accounts of its proceedings and transactions. The minutes of the Executive Committee shall be distributed to all members of the Board. All actions by the Committee shall be reported to the Board at its next meeting and shall be subject to approval by the Board. J. Nominating Committee The Nominating Committee also shall propose a slate of Officers of the Association for election at the annual meeting. The Nominating Committee shall nominate Directors and/or Officers to fill vacancies occurring for whatever reason, as provided for in the By-laws. The designation of members of the Nominating Committee shall be approved by resolution of the Board prior to the annual meeting of the Board. Tenure on the Nominating Committee shall be limited to no more than three consecutive one-year terms. The President shall not serve as a member of the Nominating Committee. K. Finance Committee The Finance Committee shall have the responsibility of preparation of an annual budget for the Association and of reviewing all aspects of finance -related operations of the Association and recommending action by the President or Board. The Treasurer shall serve as a voting member of the Finance Committee. L. Membership and Plannina Committee The Membership and Planning Committee shall consider and recommend objectives and goals for the future development of programs and projects to implement the purposes of the Association. The committee shall maintain a current record of membership of the Association with such other pertinent information as the Board or Committee may determine. The Vice President shall serve as a voting member of the Membership and Planning Committee. W, M. Program Committee_ The Program Committee shall provide to the Board names of potential speakers for designated meetings and other programs of the Association and make necessary arrangements for the speakers ?proved by the Board, including correspondence on behalf of the Association with such speakers. N. Arrangements Committee The Arrangements Committee shall coordinate all necessary arrangements for meetings, social events and other programs of the Association in furtherance of its stated purposes and shall plan and supervise the preparation and distribution of all necessary publicity in connection therewith. 4. Committee Meetings Unless otherwise provided for in these By-laws, a majority of the members then serving on a Committee constitutes a quorum for the meeting of the Committee and the vote of a simple majority of those present at a meeting at which a quorum is present constitutes an action of the Committee. Each Committee shall determine and schedule the number of regular meetings it will hold each year. 5. Committee Structure Committees shall report at each regular meeting of the Board and shall provide written minutes of their actions to the Secretary. Committees shall be responsible for formulation of recommendations for Board action, but may not authorize any action requiring the expenditure of funds or resources of the Association except as otherwise provided by .'iese By-laws. ARTICLE VI. MEETINGS OF THE ASSOCIATION 1. Time and Place Regular meetings of the Association shall be held at least quarterly and at such other times as may be determined by the Board. Special meetings of the Association, unless otherwise specified by applicable law, may be called by any two officers or any two regular members. 2. Notice Members shall be given reasonable notice of all special meetings. 3. Quorum The presence of a majority of the current regular membership shall constitute a qucrum for the authorized transaction of business by the Association, unless otherwise specified in these By -Laws or by applicable law. 10 4. Voting Voting on all questions submitted during a regular or special eting of the Association shall be by simple majority of the members present and voting; or, if by mail poll, by a simple majority of the current membership, unless otherwise specified in these By -Laws or by applicable law. Proxy voting shall not be allowed. 5. Procedure The President or, in the absence of the President, the Vice President shall preside at all meetings of the Association or Board. Meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order, Newly Revised. 6. Order of Business The order of business at regular meetings shall customarily be as follows: A. Roll Call and Introduction of Guests B. Reading and Approval of Minutes C. Reading of Communications D. President's Report E. Secretary's Report F. Treasurer's Report G. Committee Reports H. Old Business I. New Business J. Adjournment ARTICLE VII. CONTRACTS AND ACCOUNTS 1. Contracts The Board may authorize one or.more officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. 2. Checks, Etc. All checks or other orders for the payment of money or other evidences of indebtedness issued in the name of the Association shall require the signatures of both the President or Vice President and Treasurer. 3. Deposits All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such l-,anks or other depositories as the Board may select. 11 4. Limitation on Expenditures Except as set forth below, no officer or member of the Association shall incur any liability or other expense on behalf of the Association without the prior approval of the Association. Notwithstanding the foregoing, the President is authorized to make emergency expenditures, with the prior approval of two (2) other officers, in an amount not to exceed $1,500.00. Any such expenditure shall be reported and ratified by Board or Association action at the next regular meeting. ARTICLE VIII. GENERAL PROVISIONS 1. Fiscal Year The fiscal year of the Association shall begin on the first day of October each year and shall end on the last day of September of the following year. 2. Indemnification A. Scope of Indemnity The Association, notwithstanding anything contained herein to the contrary, hereby adopts the benefits of Article 139672.22A of the Texas Non -Profit Corporation Act, as it.now exists or as it may be hereafter amended, to provide for the indemnification of all of the present and former members, elected or ex officio, of the Board; Officers; committee members and chairpersons; and members of .the administrative staff, for reasonable expenses (including court costs and attorneys' fees) actually and necessarily incurred by them in connection with any claim asserted against them, or any of them, by action in court or otherwise, -by reason of their being or having been such member of the Board, Officer, committee member or chairpersons or administrative staff person, except as otherwise provided in the statute. B. Advances on Indemnity Expenses and costs incurred by any person indemnified under Section 1 of this Article VIII may be paid by the Association in advance of the final disposition of a claim, as authorized by the members or by the Board, provided that the Association receives an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as authorized in Section A and/or Section C of this Article VIII. C. Powers of Court If there is any question regarding the coverage provided any person named in Section A hereof by this indemnity, the court in the proceeding in which any claim against such person named in Section A hereof has been asserted, or any court having the requisite jurisdiction of an action instituted by such person on his claim for indemnity may assess indemnity against the Association, its receiver, or trustee, for the amount paid by such person in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Association), and any expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection therewith to the extent that the court shall deem reasonable 12 and equitable, provided, nevertheless, that indemnity may be assessed under this Section only if the court finds that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought. 3. Discontinuance on discontinuance of the Association by dissolution or otherwise, and pursuant to Art. 1396-6.02(A(2)) and (A(3) of the Texas Non -Profit Corporation Act, the board of directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, to such member cities who donated such specific assets or such assets shall be sold, at the option of such member cities and such funds distributed equally among the current member cities at the time of such discontinuance. 4. Amendment of Bylaws. These Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the regular membership provided that: A. Amendments may be proposed either by Board action or by written submission signed by at least ten (10) members of the Association; B. Amendments may be voted on at any regular or special meeting called for that purpose following at least two (2) month's notice of the proposed amendment. Adopted November 11, 1992 13