BYLAWS OF ARKANSAS RURAL AND VOLUNTEER
ARTICLE I. OFFICES
The principal office of the corporation in the State of Arkansas shall be located in the City of Little Rock, County of Pulaski. The corporation may have such other offices, either within or without the State of Arkansas, as the Board of Directors may designate or as the business of the corporation may require from time to time.
ARTICLE II. MEMBERS
The active members of this corporation shall be members in good standing of local volunteer fire departments, volunteer emergency service organizations, emergency service organizations who receive partial compensation, or former members of any of the aforementioned organizations who were in good standing at the time of retirement. Members must pay annual dues to be eligible to vote, receive benefits, or hold office.
Honorary memberships may be bestowed by the Board of Directors upon individuals or organizations for outstanding service.
Associate memberships may be accepted by the Board of Directors from applicants of its choosing. Fire departments, rescue squads, or other emergency service organizations may also join as Associate members. Associate members will be subject to annual dues as determined by the Board of Directors.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The affairs, activities and operation of the corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The business of this corporation shall be conducted by the Board of Directors. The number of directors of the corporation shall be seven (7). Each director shall hold office for a term of three (3) years and until his successor has been duly elected and qualified; provided, however, that the initial Board of Directors shall serve initial terms of the duration necessary to provide for the staggering of terms. The Board of Directors by majority vote shall set the procedures for the election of Board members from the active membership of the corporation. Directors shall be permitted to hold office for more than one term by reelection. Directors shall be elected at the annual meeting.
SECTION 3. Annual Meeting. The annual meeting of the membership shall be held in September of each year. Notice of the time and place of the annual meeting shall be given to all members of the corporation at least thirty (30) days in advance. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Board of Directors, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon thereafter as may conveniently be held. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally, or mailed to each director at his business address, or by telegram, or by email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may wave notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meetings, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. All meetings will be subject to Robert’s Rules of Order, Revised, unless suspended by a majority of the directors present.
SECTION 8. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall serve until the next annual meeting.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, a Vice-President, Secretary, and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the annual 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. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Term of office shall be for three (3) years.
SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors by a majority vote whenever in its judgment, the best interests of the corporation will be served thereby.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors until the next annual meeting.
SECTION 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice-President. In the absence of the President or in event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all 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 to him by the President or by the Board of Directors.
SECTION 7. Secretary/Treasurer. The Secretary shall; (a) keep the minutes of the proceedings of the Board of Directors in one or more books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. As Treasurer, he shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) 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 V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. All checks in excess of $25.00 must be countersigned by the President.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into an 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. Loans. No loans shall be made by the corporation to its directors or officers. Any directors who vote for or assent to the making of a loan to a director or officer, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until repayment thereof in accordance with the provisions of the Arkansas Nonprofit Corporation Act. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation may be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VI. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE VII. DIVIDENDS PROHIBITED
The corporation shall not have or issue shares of stock, and no dividend shall be paid and no part of the income of the corporation shall be distributed to its directors or officers. The corporation may pay compensation in a reasonable amount to its directors or officers for services rendered, and may reimburse its directors, officers and employees for expenses incurred in attending to their authorized duties; provided, however, that such expenses shall be evidenced by receipt or other proper document.
ARTICLE VIII. DUES
Members shall be subject to annual dues as set by the Board of Directors at the beginning of each September of every year. Annual dues are established at $25.00 per year for one (1) given fire department and each member on roster provided to the association.
Individual Firefighter membership dues with a certificate verification letter of a Arkansas fire department member are established at $5.00 per year for when such a given department does not wish to be a member of the association.
Revenues of this Association shall be those as set by the general membership meetings and shall be due to the Treasurer on or before the first day of September each year. The Association may accept donations, grants, and gifts throughout each year with appreciation.
ARTICLE IX. VOTING
Each member in good standing shall be eligible to vote. A member is in good standing if he qualifies for membership and has paid his dues. Members must be in good standing a reasonable time before a general membership meeting, said time to be determined by the Secretary/Treasurer, with due notice to be giving to members. Associate and Honorary members shall not be eligible to vote.
ARTICLE X. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws recommended by the Board of Directors and approved by a majority vote of the membership at the annual meeting will be adopted.
ARTICLE XI. ELECTION OF BOARD OF DIRECTORS
The board shall be made up of seven directors. Election of directors shall take place at the annual meeting for three-year terms when the present position expires. Rotation of elections effective as of 9-17-2016 will be:
Positions 1-3 will expire in 2019
Positions 4-5 will expire in 2017
Positions 6-7 will expire in 2018
Elections shall continue as the three-year terms expire.
I hereby certify that the foregoing is a true and correct copy of the Bylaws of the Arkansas Rural and Volunteer Fire Fighters Association, duly adopted by the Board of Directors on the _17th___ day of _September__, __2016__.
Board of Directors: Date Signed: