RACNE COUNTY FIRE
CHIEFS ASSOCIATION, LTD
IDENTITY OF CORPORATION
Section 1.0 Association. These By-Laws are the By-Laws of "Racine County Fire Chiefs Association, Ltd.", a not-for-profit and non-stock corporation organized under the laws of the State of Wisconsin. Such corporation is hereinafter referred to as the "Association" and/or the "Corporation".
Section 1.1 Mailing Address and Office. The office and mailing address of the Corporation shall be the residential mailing address of the then-existing Secretary of the Corporation. Such principle office and/or mailing address may be changed from time to time by the Board of Directors. The Corporation any have such other business offices as the Board of Directors may designate.
Section 1.2 Purpose of Corporation. This Corporation is formed for the purpose of engaging in any lawful activity for which such corporations may be organized under the Wisconsin Non-stock Corporation Law, Chapter 181, Wisconsin Statutes, provided such activity also shall be within those activities specified ins Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) pertaining to tax exempt charitable organizations.
Such purpose of the Corporation shall include the promotion and conducting of the following activities:
1. To assemble Racine County Fire Chiefs and their associates in regular educational reports and other informative data for the enlightenment of the membership, and to transact such business of the organization as may be necessary.
2. To assist Fire Chiefs in maintaining high standards of personal and departmental efficiency through study and application of current and advanced methods of Fire Department administration and techniques of fire fighting and fire prevention.
3. To seek aid and counsel from those experts in equipment, building, engineering, chemical and research fields who are interested in the work with mutual problems of fire prevention, protection and allied subjects.
5. To formulate plans for mutual aid and assistance to communities that may be affected by wide scale disasters.
6. To sponsor or cooperate in promoting fire prevention programs.
7. To expand present facilities for Fire Department training; to sponsor higher education for personnel in technical branches of the service pertaining to fire prevention and fire fighting; to devise plans for providing adequate, modern facilities and equipment that will by commensurate with demands made upon the fire service.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation 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 herein. No substantial part of the activities of the Corporation shall be (i) to attempt to influence legislation by propaganda or otherwise, or (ii) to directly or indirectly participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office. Additionally, the Corporation (i) shall fully comply with all applicable provisions of Section 11.38 of the Wisconsin Statutes and/or similar or successor statutes (prohibiting certain political activities and practices by the Corporation), and (ii) shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law) pertaining to tax exempt charitable organizations.
Section 2.0 Members of the Association. The Association shall have the following classes of members:
a) Active Members
b) Associate Members
c) Life Members
d) Honorary Members
The qualifications required for membership in each of the above designated classes of membership shall be as may specified in (i) the Articles of Incorporation of the Association, and/or (ii) these By-Laws of the Association, as the same may from time to time be amended.
Section 2.1 Active Members. The Active Members of the Association shall be those persons who meet all of the following qualifications:
a) Have timely and fully paid all membership dues and/or other fees or charges due the Association; and
b) Hold the position of Chief (or similar head position) of either a private or public or municipal firefighting department located within Racine County, Wisconsin, recognized by the Association, and have been nominated, in writing, by such firefighting department to serve as an Active Member of the Association; and
c) c) Have complied with and met such other qualifications and requirements as the Association may from time to time require.
Section 2.2 Associate Member. The Associate Members of the Association shall be those persons who meet all of the following qualifications:
a) Have timely and fully paid any membership dues and/or any other fees or charges due the Association; and
b) b) Hold the position of Battalion Chief, Division Chief, Assistant Chief or equivalent rank in any firefighting department represented in the Association or have been duly nominated, in writing, by an organization or entity recognized by the Association that works directly with the fire service in emergency response situations (including, but not limited to, law enforcement agencies, emergency governmental bodies or agencies, Gateway Technical College. Johnson Wax Fire Brigade, Racine Fire Bell Club and the Racine County local Emergency Planning Committee); and
c) Have complied with and met such other qualifications and requirements as the Association may from time to time require; and
d) Have been approved as an Associate Member by a majority of the Active Members of the Association.
Section 2.3 Life Members. The Life Members of the Association shall be those persons who meet all of the following qualifications:
a) Have retired for or served as a Fire Chief for a private, public or municipal fire fighting department or fire company recognized by the Association and located in Racine County, Wisconsin, for five (5) or more years continuous; and
b) Have complied with and met such other qualifications and requirements as the Association may from time to time require.
c) Have been approved as a Life Member by a majority of the Active Members of the Association.
Section 2.4 Honorary Members. The Honorary Members of the Association shall be those persons who meet all of the following qualifications:
a) Have rendered conspicuous service to the Association and/or the fire service; and
b) Have been approved as an Honorary Member by a majority of the Active Members of the Association.
VOTING RIGHTS OF MEMBERS
Section 3.0 One Vote Per Department. It is the intent of the Association that there be only one vote cast on behalf of each firefighting department represented in the Association, and accordingly there shall only be on Active Member for each such firefighting department so participating in the Association
Section 3.1 Proxies. In any vote taken of the Active Members of the Association, each such Active Member may vote in person or by proxy. Voting by proxy may be done through either (I) a written proxy filed with the Association prior to or at the time of the vote in question , or (ii) through an alternative member or agent of the said firefighting department attending the meeting(s) of the Association on behalf of the Active Member.
Section 3.2 Eligibility to Vote. An Active Member shall be entitled and eligible to vote on any matter in which a vote of the membership is being taken only if such Active Member has, at the time of the taking of such vote, fully paid all charges, costs, assessments or any other financial obligations, of any nature whatsoever, imposed upon and due from such Active Member by these By-Laws and/or resolution or regulation of the Association
Section 3.3 Vote by Mail. At the discretion of the Board of Directors and/or a majority of the Active Members, any vote to be taken by the Active Members having rights may be conducted by mail. With regard to any such vote by mail:
a) Written ballots, along with an explanatory covering letter, shall be mailed to all Active Members in the manner hereinafter described in Section 4.3 of these By-Laws;
b) An addressed return envelope, with proper postage prepaid thereon, shall be included with the written ballot to facilitate the return mailing of the ballot;
c) A quorum shall be deemed to exist;
d) The explanatory letter and/or written ballot shall clearly indicate the deadline for the actual receipt by the Association of the completed; written ballot for it to be counted;
e) Such deadline for receipt by the Association of the completed written ballot shall be at least Ten (10) days but no more than Thirty (30) days after the date of the mailing of the ballot to all Active Members;
f) The written ballots actually received by the Association as of the voting deadline shall be counted to determine the vote on the matter in question.
MEETINGS OF ACTIVE MEMBERS
Section 4.0 Annual Meeting. An annual meeting of the Active Members shall be held each year on the third Wednesday of the month of October.
Section 4.1 Regular Meetings. Regular meetings of the Active Members shall be held at such times, dates and locations as the Board of Directors and/or majority of the Active Members may from time to time elect.
Section 4.2 Special Meetings. Special meetings of the Active Members shall be held when called by the President and/or the Board of Directors and/or upon the written request of at least One-half (7) of the Active Members.
Section 4.3 Notice of Meeting. Written notice of each meeting of the Active Members shall be given by, or at the direction of, the Secretary of the Association or by any person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least Five (5) days before such meeting to all members ( in all classes of membership), addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Such written notice may be dispensed with regarding any Regular Meetings described in above Section 4.1 that are held in accordance with or a previously agreed-upon schedule.
Section 4.4 Quorum. Any combination of Active Members and/or Associate Members from nine (9) different firefighting departments in Racine County shall constitute a quorum at a meeting of the membership. If such quorum shall not be present or represented at any meeting, the membership in attendance shall have the power to adjourn the meeting from time to time, without notice other than announcements at the meeting, until a quorum aforesaid shall be present or represented.
Section 4.5 Majority Vote. Unless otherwise specified in these By-Laws, or the Articles of Incorporation, a majority of the votes entitled to be cast by the Active Members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members having voting rights.
Section 4.6 Attendance by All Members. All members, in all classes of membership of the Association, shall be entitled to attend any and all meetings of the Active Members and/or Board of Directors of the Association.
POWERS AND DUTIES OF MEMBERS
Section 5.0 Active Members: Full Powers. Except as may be limited by the provisions of the Articles of Incorporation and/or the By-Laws of the Association, the Active Members of the Association shall have all of the powers and entitlements provided and allowed under the laws of the State of Wisconsin to conduct and control the affairs of the Association. This shall expressly include, but not be limited to, the power to adopt and implement the budget for the Association; impose, assess and/or levy such dues, fees, or assessments upon the members as may from time to time be reasonably necessary for implementation of the Association’s budget and/or the management of the affairs of the Association.
Section 5.1 Other Members: Limited Powers. Associate and Life Members shall have all of the powers of Active Members except the right to vote, unless voting pursuant to section 3.1. Associate and Life Members shall also have such additional powers and entitlements regarding the affairs of the Association as the Articles of Incorporation and/or By-Laws and/or any resolutions of the Association may from time to time expressly provide
Section 5.2 Obligations of Members. All members (in all classes of membership and whether or not such members have voting rights) shall fully and timely comply with all duties and obligations as may from time to time be imposed upon them by law and by:
a) The Articles of Incorporation of the association; and/or
b) The By-Laws of the Association; and/or
c) All resolutions, rules and regulations adopted by the Board of Directors and/or by the Active Members of the Association.
Section 5.3 Annual Election of Officers/Directors. The Active Members shall, at each Annual Meeting, elect the officers/directors of the Corporation. The candidate for each office receiving the highest number of votes shall be elected. In lieu of conduction such election of officers/directors at the Annual Meeting, such election of officers/directors may, at the discretion of the Board of Directors, be conducted by mail pursuant to the provisions of Section 3.3 of these By-Laws. Any such election by mail shall be conducted in a time frame such that the new officers/directors to be elected shall be elected in time to take office at the time the terms of the existing officers/directors expire.
Section 5.4 Special Election of Officers/ Directors. The Active Members shall conduct a special election to elect new officers/directors at any time such a special election may be requested in writing by at least one-half (7) of the Active Members. In the event such a special election is so requested, a Special Meeting as described in Section 4.2 of these By-Laws shall be held as soon as the required notice provisions can be compiled with for the purpose of conducting such special election. In the alternative, if the request for a special election so indicates, the special election of officers/directors shall be immediately conducted by mail by the Secretary of the Association pursuant to the provisions of Section 3.3 of these By-Laws. The candidate for each office receiving the highest number of votes shall be elected, and all officers/directors were to expire. Such newly-elected officers/directors shall old office until the next election required under Section 5.3 of these By-Laws is held, or until the next special election is held pursuant to this present Section.
TERMINATION OF MEMBERS
Section 6.0 Termination of Membership: By the Member. A member in any class of membership may terminate his/her membership in the Corporation at any time. Such membership shall be deemed terminated upon receipt by the Corporation and/or one of its Directors of a written notice of such termination.
Section 6.1 Termination of Membership: By the Corporation. The membership of any member in the Corporation in any class of membership may be terminated by the Active Members of the Corporation with cause. Upon such termination, the Corporation shall give written notice of the same to the terminated member.
Section 6.2 No Refund. Upon the termination of the membership of any member under the provisions of above Sections 6.0 and/or 6.1, no refund or reimbursement shall be due or paid to such terminated member ( and/or any organization that may have originally designated such terminated member) for any unused portion of any membership fee and/or any other charges or fees previously paid by or on behalf of such terminated member.
Section 6.3 Replacement Members. In the event the membership of an Active Member or an Associate Member is terminated as provided above under either Section 6.0 and/or 6.1, the department, organization or entity that originally designated the terminated Active or Associate Member may then, if it desires and if it continues to be so eligible under the terms and provisions of these By-Laws, immediately designate another individual to serve as a replacement Active or Associate Member. In such event, any unused portion of the membership fees and/or other fees or charges previously paid by or on behalf of the terminated member shall be deemed applied and transferred to the new replacement member.
OFFICERS AND DIRECTORS
Section 7.0 Officers of the Association. The Association shall have the following officers:
b) Vice President.
e) Past President (of immediate prior term)
Section 7.1 Directors of the Association. Each officer described in Section 7.0 of these By-Laws shall be a director of the Association, and al such officers/directors shall together constitute the Board of Directors of the Association.
Section 7.2 Term of Office. The member elected Vice President shall serve a Two (2) Year consecutive term of office (the first year as Vice President and the succeeding year as President of the Association). All other officers/directors shall serve a term of office of One (1) Year. All terms of office shall begin January 1, unless a special election is sooner held pursuant to Section 5.4 of these By-Laws.
Section 7.3 Initial Officers/Directors. Pursuant to the terms and provisions of Section 181.20(2) of the Wisconsin Statures, the initial officers/directors named in the Articles of Incorporation of the Association shall hold such offices until new officers/directors are elected at the First Annual Meeting of the members as specified in Section 5.3 of these By-Laws, or until a special election is sooner held pursuant to the provisions of Section 5.4 of these By-Laws.
Section 7.4 Vacancies. In the event of a vacancy of any office/directorship, such vacancy shall be filled by the Board of Directors, except for the vacancy of the office of the President. The office of the President shall be filled by the vice-president. Any such officer/director shall so appointed to fill a vacancy shall hold such office for the balance of the term of such office.
Section 7.5 No Compensation. No officer/director shall receive compensation for any service he/she may render to the Association. An officer/director may be reimbursed by the Association, however, for any actual expenses incurred by the officer/director, provided that such reimbursement is approved by the Board of Directors.
Section 7.6 Members Eligible to be Officer/Director. Active Members, Life Members and Associate Members who serve(d) as Battalion Chief, Division Chief, Assistant Chief or equivalent rank in any fire fighting department represented in the association are eligible to be an officer/director of the Association.
Section 7.7 Dual Offices Prohibited. No Active Member may, at any one time, hold more than one of the offices specified in Section 7.0 of these By-Laws.
Section 7.8 Removal. An officer/director may be removed with cause from office by an affirmative vote of the majority of the Active Members. An officer/director may resign at any time by filing a written resignation with the President or Secretary of the Corporation.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 8.0 Regular Meetings. The Board of Directors shall meet at such time and with such frequency and at such location as the Board of Directors may from time to time provide by resolution adopted by the board. No prior notice shall be required for such regular meetings other than such resolution of the Board of Directors.
Section 8.1 Special Meetings. Special meeting of the Board of Directors shall be held within called by the President of the Association or by at least Two (2) Directors. Such a special meeting of the Board of Directors shall be held at such time, place, location and for such specific purpose(s) as may be specified in a written notice of such meeting which shall be given to all directors at least Twenty-four (24) Hours prior to such meeting.
Section 8.2 President to Preside. The President shall preside over all meetings of the Board of Directors and/or meetings of the members.
Section 8.3 Quorum and Votes Required. A Majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a fully held meeting at which a quorum is present shall be regarded as the act of the Board of Directors.
Section 8.4 Powers of the Board. The Board of Directors shall have full power and authority to:
a) Manage all of the affairs of the Association;
b) Exercise on behalf of the Association all of the power and authority of the Association;
c) Adopt and implement such resolutions, rules and/or regulations, as the Board may from time to time deem appropriate for the conducting of the affairs of the Association;
d) Adopt and implement the budget for the Association; impose, assess and/or levy such dues, fees, or assessments upon the members as the Board may from time to time deem reasonably necessary for implementation of the Association's budget and/or the management of the affairs of the Association;
e) Take any and all other action as may be allowed under the laws of the State of Wisconsin and these By-Laws.
Section 8.6 Action by Written Unanimous Consent. The Board of Directors may take any action without a meeting, as provided by Section 181.72 of the Wisconsin Statutes, by obtaining in writing the consent of all of the members of the Board of Directors to the action in question. Any action so approved shall have the same effect as though taken at a meeting of the directors.
POWERS AND DUTIES OF OFFICERS
Section 9.0 General Duties. The duties of the officers of the Association shall be (i) such regular duties as usually pertain to each respective office, and (ii) such other duties as may be prescribed for any officer in these By-Laws, and (iii) such other duties as the Board of Directors may from time to time delegate to each officer. The Board of Directors may delegate the duties of any officer to any other officer or other person designated by it for that purpose.
Section 9.1 Corporate Books, Financial Records and Funds. The Secretary of the Association shall cause to be kept a complete record of all of the acts and affairs of the Association. The Treasurer of the Association shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks of the Association; keep proper books of account; cause an annual accounting of the Association books to be made at the completion of each fiscal year; and shall prepare a budget and a statement(s) of income and expenditures to be presented to the Board of Directors at such time(s) as may be requested by the Board.
Section 9.2 Records Open to Inspection. Upon reasonable advance notice and during reasonable hours, the officers of the Association shall allow any member of the Association to inspect any documents, books or records of the Association.
Section 10.0 No Seal. The Corporation shall not have a seal.
Section 10.1 When Seal Requested. Pursuant to Section 181.665 of the Wisconsin Statutes, any document requiring the affixation of a corporation seal shall have inserted on such document the phrase “The Corporation has no seal".
Section 10.2 Amendments to By-Laws. As required by Section 181.13 of the Wisconsin Statutes, these initial By-Laws of the Association shall be adopted by the Board of Directors. Thereafter, these By-Laws may be amended in whole or in part either:
a) A majority vote of the Active Members at any Annual Meeting of the Active Members, or at any Special Meeting of the Active Members held for that express purpose; and/or
b) A majority vote of the Board of Directors at any meeting of the Board of Directors. No By-Law adopted by the Active Members, however, may be amended or repealed by the Board of Directors.
Section 10.3 Fiscal Year. The Fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
Section 10.4 Dissolution. In the event of dissolution, the Board of Directors shall apply and distribute the assets of the Corporation as follows:
a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
b) Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned transferred or conveyed in accordance with such requirements.
c) Assets received and held by the Corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, education or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed as provided in subparagraphs (d) and (e) below.
d) All remaining assets of the Corporation shall be transferred or conveyed, as a gift, to one or more domestic or foreign nonprofit non-stock corporations, as the Active Members of the Corporation may determine, which have a purpose similar to the dissolving Corporation and which are a tax exempt organization under the previsions of the United States Internal Revenue Code.
e) Any assets of the Corporation not disposed of as provided above shall be disposed by the Racine County Circuit Court exclusively for the tax exempt purposes of the dissolving Corporation, or transferred by the Court to such other organization(s) as the Court may determine to be organized and operated for such similar tax exempt purposes.
Section 11.0 Persons Indemnified. The Association shall, to the fullest extent allowed by the laws of the State of Wisconsin, indemnify and/or reimburse all costs and expenses incurred by the following persons while performing their duties and/or responsibilities on behalf of the Association and/or while, in any other manner, acting on behalf of the Association:
a) The Officers/Directors of the Association;
b) The members of any committee that may from time to time be created by the Officers/Directors and/or the By-Laws of the Association;
c) Any other person or party acting on behalf of the Association with the authorization of the Officers/Directors of the Association.
Section 11.1 Broad Scope of Indemnification. The Association shall indemnify the persons specified in above Section 11.0, to the fullest extent allowed by the laws of the State of Wisconsin, for any and all costs and expenses, of any nature whatsoever, incurred as a result, whether directly or indirectly, of such persons performing the duties and/or responsibilities pursuant to these By-Laws and/or while, in any other manner, acting on behalf of the Association. This shall expressly include, but not be limited to, any damages, judgments, or any other type of liability, and/or any actual reasonable attorneys fees incurred. It is the express intent of this present Article XI that the indemnification provided herein shall be as full and complete as permissible under the law, and limited only by any specific limitations that may be expressly contained in the applicable laws of the State of Wisconsin. Additionally, it is the express intent of this present Article XI to expand, to the fullest degree permissible under the laws of the State of Wisconsin, the nature, type and extent of indemnification provided for and allowed under Chapter 181 of the Wisconsin Statues and/or any other laws of the State of Wisconsin.
Revision Date: December 2006
Chairman, Constitution & Bylaw Committee