BY-LAWS
OF
RACNE COUNTY FIRE
CHIEFS ASSOCIATION, LTD
ARTICLE I
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.
ARTICLE
II
MEMBERS
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.
ARTICLE
III
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.
ARTICLE IV
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.
ARTICLE V
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.
ARTICLE VI
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.
ARTICLE VII
OFFICERS
AND DIRECTORS
Section 7.0 Officers
of the Association. The Association
shall have the following officers:
a) President.
b) Vice President.
c) Secretary.
d) Treasurer.
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.
ARTICLE VIII
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.
ARTICLE IX
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.
ARTICLE X
MISCELLANEOUS
PROVISIONS
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.
ARTICLE XI
INDEMNIFICATION
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
Richard Lodle
Chairman, Constitution & Bylaw Committee