MONTGOMERY COUNTY VOLUNTEER FIRE AND RESCUE ASSOCIATION BY-LAWS

MONTGOMERY COUNTY VOLUNTEER FIRE AND RESCUE ASSOCIATION BY-LAWS May 24, 2012

TABLE OF CONTENTS May 24, 2012... 1 TABLE OF CONTENTS... 2 ARTICLE I... 4 ORGANIZATION NAME AND PURPOSE... 4 Section 1. Name... 4 Section 2. Purpose... 4 ARTICLE II... 5 MEMBERSHIP... 5 Section 1. Active Membership... 5 Section 3. Representatives... 6 Section 4. Districts... 7 ARTICLE III... 8 VOTING... 8 Section 1. Voting at Association Meetings... 8 ARTICLE IV... 9 ASSOCIATION OFFICERS and APPOINTED POSITIONS... 9 Section 1. Officers... 9 Section 2. Election of Officers and Term of Office... 9 Section 3. Removal from Office... 9 Section 4. President... 10 Section 5. Vice President... 10 Section 6. Secretary... 10 Section 7. Treasurer... 11 Section 8. Staff... 12 Section 9. Appointed Positions... 12 ARTICLE V... 13 BOARD OF DIRECTORS... 13 Section 1. Board of Directors Composition, Eligibility, Term of Office... 13 Section 2. Removal from Office and Vacancies... 13 Section 3. Duties of the Board of Directors... 14 Section 4. Compensation... 14 ARTICLE VI... 15 MEETINGS... 15 Section 1. Membership Meetings... 15 Section 3. Order of Business... 15 Section 4. Annual Meeting and Convention... 16 Section 5. Board of Directors Meetings... 16 Section 7. Proxies... 16 Section 8. Parliamentary Authority... 16 ARTICLE VII... 17 FINANCES... 17 Section 1. Budget, Annual Dues and Assessments... 17 Section 2. Disbursements... 17 Section 3. Fiscal Year... 18 Page 2 of 22

Section 4. Audits... 18 ARTICLE VIII... 19 AMENDMENTS... 19 Section 1. Proposed Amendments... 19 Section 2. Severability... 19 1. If any section of these By-Laws is found to be in violation of any law, the remaining sections of these By-Laws remain effective.... 19 1. ARTICLE IX... 20 DISSOLUTION... 20 Section 1. Prevention of Dissolution... 20 ARTICLE X... 21 AUXILIARY... 21 Section 1. Recognition... 21 Section 2. Auxiliary... 21 INDEX... 22 Page 3 of 22

ARTICLE I ORGANIZATION NAME AND PURPOSE Section 1. Name The organization will be known as the Montgomery County Volunteer Fire and Rescue Association, Incorporated (MCVFRA) Section 2. Purpose The MCVFRA is organized to: 1. Represent the Local Fire and Rescue Departments (LFRD) as the Representative Organization to Montgomery County. 2. To speak as a united voice for the LFRDs and their members. 3. To employ staff. 4. To disseminate information regarding: a. fire fighting, emergency medical services (EMS) and rescue techniques; b. fire and accident prevention and related subjects 5. To cultivate fraternal fellowship among its members 6. To promote volunteer participation in the fire and rescue services in Montgomery County Page 4 of 22

ARTICLE II MEMBERSHIP Section 1. Active Membership 1. Active Membership in the Association is limited to those fire departments and rescue squads in existence in Montgomery County, Maryland as of September 1, 2004, as listed in Section 2. 2. Departments are considered active only if they remain current in all dues and assessments. By 2/3-majority vote of the Board of Directors at any meeting, a Department s active status may be suspended for cause. Such suspension shall be for up to ninety (90) days. Representatives of Departments whose active status is suspended due to failure to pay dues or assessments or by Board of Directors action may not vote at any meeting. 3. The membership of any Department in the Association may be revoked under the following procedure: a) A resolution from the Board of Directors shall be presented at any regular or annual meeting stating the reason for the action b) The resolution shall be placed on the table until the next regular meeting of the Association. The Secretary shall notify all member Departments of the pending action. Such notification may be by regular mail, email or fax. c) At the next regular meeting following presentation of the resolution, the Association representatives shall consider the action to revoke membership in the Association. Revocation of membership shall be by 2/3-majority vote of the member Departments present at the meeting. Each Department shall have one vote. The Department that is the subject of the action shall not have a vote. Page 5 of 22

Section 2. Member Departments 1. The fire departments and rescue squads in existence as of September 1, 2004 and who are eligible for membership in the organization are: a. Bethesda Fire Department b. Bethesda-Chevy Chase Rescue Squad c. Burtonsville Volunteer Fire Department d. Cabin John Park Volunteer Fire Department e. Chevy Chase Fire Department f. Damascus Volunteer Fire Department g. Gaithersburg-Washington Grove Volunteer Fire Department h. Germantown Volunteer Fire Department i. Glen Echo Volunteer Fire Department (Conduit Road Fire Board) j. Hillandale Volunteer Fire Department k. Hyattstown Volunteer Fire Department l. Kensington Volunteer Fire Department m. Laytonsville District Volunteer Fire Department n. Rockville Volunteer Fire Department o. Sandy Spring Volunteer Fire Department p. Silver Spring Volunteer Fire Department q. Takoma Park Volunteer Fire Department r. Upper Montgomery County Volunteer Fire Department s. Wheaton Volunteer Rescue Squad Section 3. Representatives 1. Their President, Chief and one alternate shall represent each Member Department. 2. The alternate shall be selected by each member Department by their own method. 3. The President of each member Department shall provide in writing to the Association Secretary the name of the alternate prior to the first Association meeting at which the alternate will serve as an LFRD representative. 4. Committee members who are appointed or elected to various Association committees are considered delegates to the Association with voting privileges for their respective committees only. Page 6 of 22

Section 4. Districts 1. Member Departments of the Association shall be grouped into five districts: a) District 1 Laytonsville District VFD, Damascus VFD, Hyattstown VFD, Upper Montgomery County VFD b) District 2 Gaithersburg-Washington Grove VFD, Germantown VFD, Rockville VFD c) District 3 Burtonsville VFD, Kensington VFD, Sandy Spring VFD, Wheaton Vol. RS d) District 4 Hillandale VFD, Silver Spring VFD, Takoma Park VFD e) District 5 Bethesda FD, Bethesda-Chevy Chase RS, Cabin John Park VFD, Chevy Chase FD, Glen Echo VFD Page 7 of 22

ARTICLE III VOTING Section 1. Voting at Association Meetings 1. Each active member department shall be entitled to two votes, except as specified in Article II, Section 1.3. 2. The LFRD President and Chief shall cast votes. 3. In the absence of either the President or Chief, the authorized alternate may cast a vote. 4. Only representatives of active Departments may vote. 5. All matters before the Association or at Board of Directors meetings shall be decided by a majority vote, except as specified in Article II, Sections 1.2 and 1.3 and Article IV, Section 3.1 and Article V, Section 3.5. 6. In the case of a tie, the Presiding Officer will cast the deciding vote, provided he/she has not already voted on the matter. 7. Voting by proxy is prohibited. Page 8 of 22

ARTICLE IV ASSOCIATION OFFICERS and APPOINTED POSITIONS Section 1. Officers 1. The officers of the Association shall consist of a president, vice president, secretary and treasurer. 2. Elected officers of the Association shall serve on the Board of Directors Section 2. Election of Officers and Term of Office 1. The officers of the Association shall be elected by a majority vote of the membership present and voting at the annual convention. 2. The officers of the Association shall serve a two-year term of office. 3. Each officer shall assume office at the conclusion of the annual convention and shall hold office until a successor has been duly elected. 4. In the event of a vacancy in any office, an election to fill the remainder of the term of office shall be held at the next regular meeting of the Association. Section 3. Removal from Office 1. Any officer may be removed for cause by a ¾ majority vote of representatives of the member departments present and voting at any regular or special meeting. 2. Recommendation for removal for cause from office may come from the Board of Directors after a majority vote. 3. In the event an officer no longer qualifies for office as specified in these By-Laws, they shall automatically be removed from office. 4. In the event the Department of any Association officer becomes inactive through a failure to be current in dues or assessments, or by action of the Page 9 of 22

Board of Directors or membership, the officer shall automatically be removed from office. Section 4. President 1. Eligibility for President is limited to an LFRD President, Chief, Alternate, LFRD Chief Officer or a member of a LFRD Board of Directors OR activenon-probationary members in good standing of a LFRD. Candidate must be LOSAP active for the preceding 3-years and must remain LOSAP active during their term of office. 2. The President shall be the principal executive officer of the Association. 3. The President shall oversee the business affairs of the Association in accordance with direction by, and review of the Board of Directors and the membership. 4. The President shall preside at all Board and membership meetings. 5. The President shall perform all duties associated with the office including but not limited to: a. Appointing committees b. Supervising the daily activities of the Association c. Other duties as may be prescribed by the Board of Directors or membership. Section 5. Vice President 1. Eligibility for Vice President is limited to an LFRD President, Chief, Alternate, LFRD Chief Officer or a member of a LFRD Board of Directors OR active-non-probationary members in good standing of a LFRD. Candidate must be LOSAP active for the preceding 3-years and must remain LOSAP active during their term of office. 2. In the absence or incapacity of the President, or when competent authority has formally delegated such authority, the vice president shall perform the duties of the president. Section 6. Secretary 1. Eligibility for Secretary is limited to an LFRD President, Chief, Alternate, LFRD Chief Officer or a member of a LFRD Board of Directors OR activenon-probationary members in good standing of a LFRD. Candidate must be LOSAP active for the preceding 3-years and must remain LOSAP active during their term of office. Page 10 of 22

2. In the absence of a willing candidate, the membership may elect a candidate for Secretary from the membership of any active LFRD. 3. Duties of the Secretary: a. Keep the minutes of the Association membership meetings b. Keep the minutes of the Association Board of Directors meetings c. Provide notice of meetings or other legally required notices in accordance with these By-Laws d. Custodian of the Association records and Corporate Seal e. Maintain a register of the contact information from each representative of member Departments including but not limited to postal address, email address and telephone numbers f. Each representative must furnish this information to the Secretary and provide updates as necessary g. Maintain a reading file of all MCVFRA correspondence h. Maintain and be responsible for all membership records of the Association 4. Any other duties incident to the office of the Secretary and other such duties as assigned Section 7. Treasurer 1. Eligibility for Treasurer is limited to an LFRD President, Chief, Alternate, LFRD Chief Officer or a member of a LFRD Board of Directors OR activenon-probationary members in good standing of a LFRD. Candidate must be LOSAP active for the preceding 3-years and must remain LOSAP active during their term of office. 2. In the absence of a willing candidate, the membership may elect a candidate for Treasurer from the membership of any active LFRD. 3. Duties of the Treasurer: a. Be responsible for all funds and securities of the Association. b. Prepare a detailed annual budget for presentation to the Board of Directors and membership that shall includes dues, fees and assessments. c. Prepare monthly financial reports for review and approval by the membership. d. Receive and provide receipts for all monies due and payable to the Association from any source. Page 11 of 22

e. Deposit all such monies in the name of the Association in such banks, trust companies or other depositories as selected by the Board of Directors. f. Prepare disbursements as authorized by the Board of Directors. g. Any other duties incident to the office of the Treasurer and other such duties as assigned. Section 8. Staff 1. The Association may, consistent with the adopted budget, approval of the membership and majority approval of the Board of Directors, employ such staff as may be required to accomplish the goals and activities of the Association. 2. No member of the Board of Directors may be employed as staff. Section 9. Appointed Positions 1. The president shall appoint an Association Chaplain. 2. The President may appoint an Assistant Secretary and an Assistant Treasurer. 3. These appointments shall be made prior to the first meeting following the annual convention, or in the event of a vacancy in the appointed position. 4. Persons appointed to these positions shall not have a vote at the Association membership meetings unless they are otherwise eligible under these By-Laws. 5. Persons appointed to these positions are not members of the Board of Directors unless otherwise elected under the provisions of these By-Laws. 6. The President may revoke the appointments at any time. Page 12 of 22

ARTICLE V BOARD OF DIRECTORS Section 1. Board of Directors Composition, Eligibility, Term of Office 1. The nine members of the Board of Directors shall consist of the President, Vice President, Secretary, Treasurer and one member elected from each of the five districts. 2. Eligibility for the Board of Directors is limited to an LFRD President, Chief, Alternate, LFRD Chief Officer or a member of a LFRD Board of Directors. 3. Elections for the Board of Directors shall take place at the annual convention. 4. Directors shall assume office at the conclusion of the annual convention. 5. Board of Directors members elected from each district shall serve a twoyear term of office. 6. Each member of the Board of Directors shall have a vote at all meetings of the Association, if not otherwise eligible to vote (by being a representative from an LFRD). Section 2. Removal from Office and Vacancies 1. In the event a member of the Board of Directors no longer qualifies for office as specified in these By-Laws, they shall automatically be removed from office. 2. In the event the Department of any Association Director becomes inactive through a failure to be current in dues or assessments, or by action of the Board of Directors or membership, the Director shall automatically be removed from office.. 3. Persons elected to the Board of Directors must be in good standing with their sponsoring department. In the event a Director is no longer a member or a member in good standing of their department, the department shall notify the Association President or Secretary and the Director shall be removed from office automatically. Page 13 of 22

4. In the event of a vacancy at any time, the Association shall elect a member to hold office for the un-expired term created by the vacancy. Such election shall take place at the next regular meeting of the Association. Section 3. Duties of the Board of Directors 1. The Board of Directors shall manage the business of the Association. 2. The Board of Directors shall have the responsibility to carry out the goals and objectives of the Association as set forth by the Association membership. 3. By majority vote, approve all contracts or authorize any officer or officers, agent or agents to enter into any contact. a. Unless a sole source is justified, all proposed contracts must be accompanied by three bids. 4. Execute and deliver any instrument in the name of and on behalf of the Association. a. Such authority may be general or confined to specific instances b. All actions related to expenditures, contracts or instruments shall be in compliance with the approved budget and any provision of these By-Laws. 5. Approve by a ¾ vote of the Board members present at a Board meeting loans or other evidence of indebtedness on behalf of the Association. a. Without such approval, no loans or evidence of indebtedness is permitted. b. Such approval may be general or confined to specific instances. 6. Approve spending policies. Section 4. Compensation 1. No member of the Board of Directors may be compensated for any work on behalf of the Association except for reimbursement of business expenses. Page 14 of 22

ARTICLE VI MEETINGS Section 1. Membership Meetings 1. Regular monthly meetings of the membership shall be on the third Thursday of each month. 2. Special meetings of the membership may be called by the President or upon written petition by any three Directors or by at least five member Departments. 3. The Secretary must notify in writing via email, fax or US Postal Service, all Departments, LFRD Presidents, Chiefs and alternates of the time, place and purpose of the special meeting at least ten days prior to the scheduled meeting. a. No other business that that stated in the notice of the special meeting shall be transacted. 4. A quorum for all membership meetings (regular, annual or special) shall be representatives from at least ten (10) member departments. 5. In the event a quorum is not present, the President may re-schedule the meeting. Section 3. Order of Business 1. The recommended order of business for all membership meetings shall be: a. Call to order b. Roll call of Departments and Past Presidents c. Recording of attendance d. Introduction of guests e. Approval of minutes f. Officer s reports g. Reading of communications h. Board of Director s report i. Treasurer s report j. Committee reports k. Unfinished business l. New business m. Good of the order n. Adjournment Page 15 of 22

Section 4. Annual Meeting and Convention 1. The October membership meeting shall serve as the Annual Meeting and Convention unless an alternate date is approved in advance by the membership. 2. The time and location, in Montgomery County, of the annual meeting and convention shall be designated by the membership. 3. The annual meeting and convention shall also serve as the election meeting for officers and Board of Directors members. Section 5. Board of Directors Meetings 1. Regular meetings of the Board of Directors shall be established by the President. 2. Special meetings of the Board of Directors may be called at the request of the President or by written petition of at least three Directors. 3. Board of Directors meetings may be held via conference call. 4. The quorum for any Board of Directors meetings shall be at least 51% of the Directors present at the meeting or on a conference call. Section 7. Proxies 1. Voting by proxy at any Association meeting is not permitted. Section 8. Parliamentary Authority 1. All meetings of the Association shall be conducted in accordance with the latest edition of Roberts Rules of Order when not inconsistent with these By-Laws. Page 16 of 22

ARTICLE VII FINANCES Section 1. Budget, Annual Dues and Assessments 1. The Treasurer shall prepare the annual budget and present it to the Board of Directors for review at a meeting prior to the monthly membership meeting in June. 2. The budget shall be presented to the membership at the June meeting. 3. The budget shall be approved by the membership by majority vote at the July meeting. 4. Annual dues from each member Department shall be set in the annual budget. a. Annual dues are due by September 1 of each calendar year. 5. Failure by any member Department to pay annual dues or any assessments will result in that member Department being declared inactive. Member Departments may be reinstated as active upon full payment of any dues or assessments owed. 6. The amount of the annual dues may be changed by majority vote of the active member Departments. 7. The Board of Directors, by majority vote at any meeting, may re-allocate budgeted funds from one category to another. The Board may not approve disbursements that exceed the total budgeted amount. 8. By majority vote at any meeting, the Association membership may approve an additional assessment to increase the total budget. Section 2. Disbursements 1. The Treasurer, as authorized by the Board of Directors in accordance with the approved budget, shall prepare disbursements. 2. Prior to such authorization, the Board of Directors must consult with the Treasurer. Page 17 of 22

3. Disbursements, in the form of checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall require two authorized signatures. 4. Officers who are authorized to sign such disbursements are the President, Vice President, Secretary and one Board of Directors member selected by the Board of Directors following the annual election meeting. The Treasurer may not be selected for this authorization. 5. All disbursements shall be in accordance with spending policies approved by the Board of Directors. a. In the event such a policy is not in effect, spending authority is limited to $250.00 unless approved in advance by the Board of Directors and is consistent with the approved budget. Section 3. Fiscal Year 1. The fiscal year of the Association shall start on September 1 of each calendar year and end on August 31 of each calendar year. Section 4. Audits 1. The Association s Audit Committee shall audit the financial records of the Association annually. 2. The Audit Committee shall present a report of the audit to the membership within 30 days of the completion of the audit. 3. The Board of Directors shall select an outside auditor to audit the financial records of the Association every three years. 4. The Board of Directors shall present a report of the audit to the membership within 30 days of receipt of the report from the outside auditor. Page 18 of 22

ARTICLE VIII AMENDMENTS Section 1. Proposed Amendments 1. Proposed By-Laws amendments may be presented at any regular, annual or special membership meeting. 2. Proposed amendments must be provided to the Secretary in writing. 3. The Secretary shall provide a copy of the proposed amendment to all member Departments and their representatives within one week of the meeting at which the amendment was presented. 4. The copy of the amendment may be communicated via email, fax or US Postal Service. 5. The proposed amendment will be read and debated at the next meeting following the meeting at which it was first presented. a. Changes not affecting the intent of the By-Law amendment, such as grammatical or minor wording changes, may be made to the amendment during this meeting. 6. The final draft of the amendment shall lie on the table until the following meeting. 7. Amendments may be adopted by a 2/3-majority vote of the representatives of active member Departments present and voting at the meeting. Section 2. Severability 1. If any section of these By-Laws is found to be in violation of any law, the remaining sections of these By-Laws remain effective. Page 19 of 22

ARTICLE IX DISSOLUTION Section 1. Prevention of Dissolution 1. Three active member Departments of the Association may prevent dissolution of the Association by holding the property of the Association in trust. 2. This article may not be altered, amended, expelled or suspended. Page 20 of 22

ARTICLE X AUXILIARY Section 1. Recognition 1. The Association recognizes the existence of an auxiliary known as the Montgomery County Fire and Rescue Association Auxiliary. Section 2. Auxiliary 1. The Auxiliary of the MCVFRA provides support for and participation in various activities of the Association. 2. The Board of Directors may request or accept assistance from the Auxiliary in fund raising or activities associated with the annual convention. Page 21 of 22

INDEX Active Membership... 5 alternate... 6 amendments... 19 Annual Meeting... 16 assessments... 5 Assistant Secretary... 12 Assistant Treasurer... 12 audit... 18 auxiliary... 21 Board of Directors... 10 budget... 17 Chaplain... 12 Chief... 6 Compensation... 14 contact... 14 contracts... 14 Convention... 16 disbursements... 17 dissolution... 20 Districts... 7 fiscal year... 18 meetings... 15 member Department... 6 Name... 4 order of business... 15 President... 6 proxy... 16 quorum... 15 Representatives... 6 Secretary... 11 Severability... 19 Special meetings... 16 staff... 12 Treasurer... 11 vacancy... 14 Vice President... 10 Voting... 8 Page 22 of 22