PIMA COUNTY FIRE CHIEFS’ ASSOCIATION
The principal office of the corporation in the State of Arizona shall be located in the County of Pima. The corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Arizona a known place of business, and a statutory agent whose office may be identical with such known place of business, as the Arizona Nonprofit Corporation Act requires. The known place of business in the State of Arizona, and the address of the known place of business may be, but need not be, identical with the principal office; and may be changed from time to time by the membership.
SECTION 1. Classes of Members. The corporation shall have two classes of members. The designation and eligibility of such classes shall be:
1) Active Members: Active membership is open to the Chief Fire Officer, Executive Fire Officer or their equivalent, of any recognized Fire District, Municipality, Industrial Fire Brigade/Department or non-profit Fire Department within the County of Pima, State of Arizona, as long as those agencies are not “for profit” agencies and/or do not contract for fire service with any “for profit” agency. One designated representative from the Pima County Office of Emergency Management and Homeland Security, Government Land Management Agencies, any Federal, State, Tribal, or Airport Authority Fire Agencies located within Pima County are also eligible for active membership; and
2) Associate Members: Associate membership is open to any private or commercial organization that is engaged in the protection of life and property from fire or who are interested in the issues of fire protection, including firms who supply fire apparatus equipment or fire prevention material to the fire service.
SECTION 2. Membership dues.
- Active membership dues will be reasonable and will be set by the membership. Active membership dues shall be established annually by a vote of the membership.
- Associate membership dues shall be shall be established annually by the membership.
- Member’s dues shall be considered to be in default if not paid by May 1st in a given year.
SECTION 3. Membership rights. Only those representatives from agencies qualified under “Active Membership” with their dues paid and current shall be able to vote. Each active member shall have one vote on each matter submitted to a vote of the members. Members do not have dissolution rights.
SECTION 4. Termination of Membership. The membership, by affirmative vote of two-thirds of all of the members present at a regularly constituted meeting, may suspend or expel a member for cause after an appropriate hearing, and may, after at least fifteen days written notice and by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article II, Section 2 of these by-laws.
SECTION 5. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 6. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the membership may, by the affirmative vote of two-thirds of the members present at a regularly constituted meeting, reinstate such former member to membership upon such terms as the membership may deem appropriate.
SECTION 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.
MEETINGS OF MEMBERS
SECTION 1. Bi – Monthly Meetings. A bi – monthly meeting of the members shall be held on the last Tuesday of the month at 1:30 p.m. to conduct regular business. Bi – Monthly meetings shall take place in January, March, May, July, September and November.
SECTION 2. Annual Meetings. An annual meeting of the members will be held on the last Tuesday of May, at 1:30 p.m. for the purpose of electing Officers (without cumulative voting) and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Arizona, such meeting shall be held on the next succeeding business day. If the election of Officers shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the membership shall cause the election to be held at a special meeting of the members as soon thereafter as convenient. In the event that the Annual Meeting is cancelled for whatever reason, a Special Annual Meeting is to be called by the Chair before June 30 of the same year for elections and transaction of business.
SECTION 3. Special Meetings. The Chairperson or not less than one-tenth of the members having voting rights may call Special Meetings of the members. Only the business that necessitated the Special Meeting may be conducted at the Special Meeting.
SECTION 4. Place of Meeting. The Chairperson may designate any place, either within or without the State of Arizona, as the place of meeting for the Bi – Monthly, Annual or Special meetings that the Chairperson calls. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the known place of business of the corporation in the State of Arizona; but if all of the members shall meet at any time and place either within or without the State of Arizona, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
SECTION 5. Notice of Meetings.
- Written notice stating the place, day and hour of any meeting of members may be delivered, either personally, by e-mail, by fax or by first class mail, or posted in a conspicuous place in a central work location to be determined by the Officers, not less than seven days before the date of such meeting, by or at the direction of the Chairman, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States and addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
SECTION 6. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least a majority of the voting power of the members entitled to vote with respect to the subject matter thereof, unless the articles or these bylaws require a different amount of voting power.
SECTION 7. Quorum. The members holding one-third of the active members present at a meeting of the Association shall constitute a quorum with one vote being afforded each legally constituted member organization in good standing
SECTION 8. Proxies. At any meeting of members, a member entitled to vote may appoint any other representative to act as his or her proxy. Each proxy shall be executed in writing by the member or by his duly authorized attorney-in-fact and shall be given to the Secretary before the start of the meeting. No proxy shall be valid for more than one meeting, unless otherwise provided in the proxy. No proxy will be valid for more than one year from its original date.
SECTION 9. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws. Basic parliamentary procedures shall be used to conduct meetings.
SECTION 10. Voting by Mail. Where officers are to be elected by members or any class or classes of members, such election may be conducted by mail by written ballot in such manner as the members shall determine consistent with Arizona law.
SECTION 1. Officers. The officers of the corporation shall be a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The members may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the members. The same person may hold any two or more offices, except the offices of Chairperson and Secretary.
SECTION 2. Election and Term of Office. The members shall elect officers of the corporation annually at the regular May meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. An individual may only serve two (2) consecutive terms in any one office.
SECTION 3. Removal. The members may remove any officer that the members elected or appointed whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The vote to remove an officer requires a two-thirds vote of the quorum present at the meeting where such vote takes place.
SECTION 4. Vacancies. The members shall fill a vacancy in any office because of death, resignation, removal, disqualification or otherwise, for the unexpired portion of the term by a majority vote of the members present at the next meeting after the vacancy occurs.
SECTION 5. Chairperson. The Chairperson shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members. He may sign, with the Secretary or any other proper officer of the corporation authorized by the members, any deeds, mortgages, bonds, contracts, or other instruments which the members have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the members or by these bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of Chairperson and such other duties as the members may prescribe from time to time.
SECTION 6. Vice Chairperson. In the absence of the Chairperson or in the event of his inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. Any Vice Chairperson shall perform such other duties as the Chairperson or the members may assign to him from time to time.
SECTION 7. Treasurer. If the membership requires, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the members shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as the Chairperson may assign to him from time to time.
SECTION 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and the Officers in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post-office address of each member which each member shall furnish to the Secretary; and in general perform all duties incident to the office of Secretary and such other duties as the Chairperson may assign to him from time to time.
SECTION 9. Assistant Treasurers and Assistant Secretaries. If the membership requires, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the members shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as the Treasurer or the Secretary or the Chairperson shall assign to them.
SECTION 1. Committees. The Chairperson or membership may designate and appoint one or more committees. Committees shall have and exercise the authority provided by the Chairperson or membership in the management of the committee, except that no such committee shall have the authority of the Officers or membership in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any member or officer of the corporation; amending the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the members which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the members of any responsibility imposed upon it or him by law.
SECTION 2. Chairperson. The Association Chairperson shall designate the Committee Chairperson.
SECTION 3. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 4. Quorum. Unless otherwise provided, one-third of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 5. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules that the membership adopts.
SECTION 6. Standing Committees. The following committees shall be considered permanent standing committees: Pima Interagency Training Committee, and Southern Arizona Safety Officers.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. Contracts. The membership may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Treasurer of the corporation and if greater than $1,000.00 in total sum then countersigned by the Chairperson or Vice Chairperson of the corporation.
SECTION 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the membership may select.
SECTION 4. Gifts. The officers may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and committees having any of the authority of the membership, and the Secretary and Treasurer shall keep a record giving the names and addresses of the members entitled to vote. Any member, or his agent or attorney, may, for any proper purpose, inspect all books and records of the corporation at any reasonable time.
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Arizona Nonprofit Corporation Act or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of active members present at any regular meeting or at any special meeting, if at least twenty days written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.