Bylaws of Hoover Valley Volunteer Fire and Emergency Services, Inc. Charter No. 561795 April 8, 2014September 9, 2017 PREAMBLE These Bylaws are subject to, and governed by, the Texas Non-Profit Corporation Act (the "Act") and the Articles of Incorporation of Hoover Valley Volunteer Fire and Emergency Services, Inc. (the "Articles"). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Act or Articles, such provisions of the Act or the Articles, as the case may be, shall be controlling. ARTICLE I (Organization) The name of the organization is Hoover Valley Volunteer Fire and Emergency Services, Inc. (the "Corporation"). The purpose of the Corporation is: To acquire equipment, operate and maintain firefighting, rescue, and other emergency services including first responder work necessary for the preservation of life and the protection of property from and during fire or other emergencies within the area of the Hoover Valley service district as defined by Burnet County, and surrounding areas in Burnet County, Texas, as may be requested. To teach, educate and train residents of said area in the art of the prevention and fighting of fires and emergency services procedures. To provide rescue and various other emergency services in the event of catastrophe, illness, and accident. To raise the funds essential to the successful operations thereof. The Corporation is a non-profit organization, and shall maintain proper status with the State of Texas and the Internal Revenue Service. The Corporation shall have and continuously maintain in the State of Texas a registered agent, as required by the Texas Non-Profit Corporation Act. The period of its duration is perpetual until liquidation or dissolution. Page 1 of 17
The principal physical address for the Corporation is 303 CR 118B, Burnet, TX 78611. The mailing address is P.O. Box 1515505, BurnetKingsland, TX 7861139 or subsequently any postal address which the Board of Directors may determine. ARTICLE II (Membership) Membership shall be open to all active Firefighters and First Responders (collectively hereafter referred to as "Firefighters"), property owners, and current residents of the Hoover Valley service area. Section 1: Firefighters (l) Firefighters must be at least eighteen (18) years of age and must fulfill prescribed training, attendance, and other requirements of the Fire Department, as outlined in the Hoover Valley Volunteer Fire Department Standard Operating Procedure (SOP). Firefighters do not necessarily need to reside within the Hoover Valley service area, if they live nearby and in the opinion of the Fire Chief can respond to calls in a timely manner. Section 2: Supporting Members (2) All property owners and/or current residents of the Hoover Valley service area are considered Supporting Members of the organization. However, Supporting Members should not identify themselves as being with the Fire Department when interacting with the public, that designation is reserved for Firefighters and members of the Board of Directors. ARTICLE III (Board of Directors) The Board of Directors (the "Board") shall consist of seven (7) total members, five (5) of which are officers (President, Vice President, Second Vice President, Treasurer, Secretary) elected by the membership. No person may hold more than one position, and the term of office for Board members elected officers is two (2) years, with no limit on the number of terms that can be served. New officers shall be elected and installed at the annual meetings in September. Page 2 of 17
The Fire Chief and the Auxiliary Representative shall also be members of the Board. The Board shall not receive any salaries or remuneration of any type for their services, unless such is within the budget and approved by the Board at a General Board Meeting. A majority of the elected officers of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. Every elected officer position shall be included in the quorum calculation, even if a position is vacant. If there is no quorum, those present may adjourn the meeting to a new date, time, and place; notice of which shall be given to all Board members. Section 1: President (l)the President shall preside over all activities of the Board. The President and the Board are responsible for the management of the Corporation. The Corporation and Board meetings will be led by the President in accordance with Roberts Rules of Order. The President has the authority to create and dissolve committees as deemed necessary. If the Board is deadlocked on a voting matter, the President shall may cast a vote to break the deadlock. The President and the Board in general are responsible for the effectiveness of all the positions described in sections (2) through sections (7). Section 2: Treasurer (2) The Treasurer shall have custody of the Corporation's funds and shall maintain financial records, pay all bills, and ensure that the Financial Policy is followed for each financial transaction. The Treasurer is responsible for maintaining the Financial Policy and seeking Board approval when changes are required or warranted. At each general Board meeting the Treasurer will present a financial report for the prior period and fiscal year to date, detailing by account the actual spending and revenues, and where the Corporation stands versus budget. The Treasurer shall work with Burnet County and independent auditors during all audits and will be a member of the budget committee chaired by the Vice President. Page 3 of 17
Section 3: Secretary (3) The Secretary shall keep the minutes of all Board meetings and records and correspondence for the Corporation and the Board. The Secretary shall provide notice and agendas for all meetings, attest to all official records of the Corporation, and ensure compliance with the Records Retention Policy. The Secretary is responsible for maintaining the Records Retention Policy and seeking Board approval when changes are required. After review and approval by the Board, meeting minutes shall be signed by both the President and the Secretary for permanent recording. In the absence of the Secretary, the President may appoint any member present to act as the recording Secretary for a meeting. Section 4: Vice President (4) The Vice President shall chair a budget committee consisting of himself/herself, the Treasurer, Fire Chief, Second Vice President, and an at large member selected by the President. The committee will submit a proposed budget for the upcoming fiscal year to the Board at a general Board meeting held prior to the September annual meeting. After Board endorsement, the budget will be voted on by the members at the annual meeting in September. A simple majority vote of members in attendance plus valid proxies is required for approval. The Vice President is also responsible for overseeing any loans, audits, or other financial reporting aspects of the Corporation, including the authority to file any and all necessary paperwork with agencies in order to maintain the Corporation's status as a non-profit corporation and in good standing with the State of Texas. The Vice President shall order independent financial audits at a minimum as required by Burnet County and the State of Texas. The Vice President shall also preside over meetings in the President's absence, but in the President's absence does not have the President's signature authority. Section 5: Second Vice President (S)The Second Vice President shall select and lead a nominating committee responsible for providing a list of candidates for Board positions which will be presented and voted on at the annual meeting in September. Page 4 of 17
The Second Vice President with support from the Auxiliary Representative is responsible for proposing, securing approval from the Board, and execution of all fund-raising activities. The Second Vice President is responsible for overseeing all Board approved publicity and advertising as needed for the betterment of the Corporation. Section 6: Fire Chief (6) The Fire Chief shall be elected by the Firefighters and must subsequently be confirmed by the Board before becoming Fire Chief. The Fire Chief is responsible for day-to-day operations and the safety of the Firefighters. The Fire Chief shall keep the Board informed of all pertinent information concerning the Fire Department, including day-to-day operations, personnel, equipment, necessary purchases, and calls recorded monthly provide to the Board a written or electronic report containing all pertinent information concerning the Fire Department, including day-today operations, personnel, equipment, necessary purchases, and calls recorded monthly, at each Regularly Scheduled General Board Meeting. The Fire Chief is also responsible for the department's training, keeping of Firefighter records and certifications, repair and maintenance of equipment and buildings, planning of future goals and equipment needs, and discipline of the Firefighters. Additionally, with concurrence of the Board, the Fire Chief or his designated representative may represent the Hoover Valley Volunteer Fire Department at external meetings. The Fire Chief shall provide to the Board a written or electronic proposed plan containing fire department goals and equipment needs for a minimum of each of the next three fiscal years on an annual basis as part of the budget preparation process. The Fire Chief shall be responsible for maintaining the Hoover Valley Volunteer Fire Department Standard Operating Procedures (SOP) and seeking Board approval when changes to the SOP are required or warranted. The Fire Chief shall request and receive board approval before an assistant Fire chief can be appointed. In the event of a Fire Chief position vacancy, the Assistant Fire Chief shall assume all responsibilities of the Fire Chief position until a Fire Chief is elected. Page 5 of 17
Section 7: Auxiliary Representative (7) Persons who volunteer their time and services for the benefit of the Corporation without specific designation as Board members or Firefighters are herein referred to as the Auxiliary Organization, and as such shall elect a representative to be on the Board, herein referred to as the Auxiliary Representative. The Auxiliary Representative shall be the Board's interface with members of the Auxiliary and shall keep the Board informed of Auxiliary activities and recommendations through reports at the General Board Meetings. The Auxiliary Representative shall support the Second Vice President for fundraising activities. Section 8: Removal of Board Members (S)Any Board member, including the Fire Chief and Auxiliary Representative, may be removed from office by a majority vote of all the other Board members present at any Board Meeting. The motion for removal must give a specific reason for removal from the Board. Providing false information with respect to disclosure (see Article V, Section 6) of past convictions or current charges for any felony, fraud, or theft is grounds for removal of any Board member. Additionally, the Board will fully investigate any claims presented to the Board in writing by a member regarding a Board member. The affected Board member shall have the right to explain or refute the potential reason for dismissal if he/she so chooses to do so before the vote is taken. Voting will be tallied by the Secretary and Treasurer, unless the Secretary position is affected or vacant, in which case the President shall join in making the tally will be by the President. Only the outcome, not individual tallies, will be reported and recorded. Any Board member, including the Fire Chief and Auxiliary Representative, who is removed from the Board, shall Page 6 of 17
also be deemed to be removed from the Auxiliary Organization and Firefighter membership. ARTICLE IV (Duties of the Board) The duties of the Board are: To manage the affairs of the Corporation subject to all laws and regulations, these Bylaws, and to act on the recommendations of the membership. To ensure that Hoover Valley Volunteer Fire Department Standard Operating Procedures (SOP) as proposed by the Fire Chief are current regarding current fire fighter regulations, are nondiscriminatory, and are readily available to all firefighters and board members. Acceptance and dismissal of Auxiliary Members and Firefighters to/from the department shall be done only with Board confirmation. Justification and documentation shall be required and board confirmation shall not be withheld arbitrarily. The affected person may appeal the recommended dismissal to the Board prior to Board confirmation. Administer the confirmation process of any Assistant Fire Chief appointment submitted by the Fire Chief. Administer the confirmation process of any Fire Chief (elect) elected by the Firefighters. Administer the confirmation process of any Auxiliary Representative (elect) elected by the Auxiliary members. To provide guidance and governance with respect to the financial and physical assets of the Corporation. To comply with donors' wishes with regard to designated gifts. In the event of a vacancy within the officers of the Board, the remaining Board members officers at the next Board meeting shall elect a member to fill the unexpired Page 7 of 17
portion of the term. Said position will then be subject to election at the next annual meeting. In the event circumstances arise whereby in the opinion of the Board the Corporation can no longer fulfill the stated purpose of the Corporation, the Board shall authorize the President to notify Burnet County, and will recommend actions which may as a last resort include liquidation or dissolution of the Corporation. Liquidation or dissolution of the Corporation will require a vote of the membership, and following an affirmative vote to that effect both Burnet County and the Secretary of State will be notified of such by the Board President. ARTICLE V (Meetings) Section 1: Regularly Scheduled General Board Meetings (l)the Board shall meet at least quarterly at a date and time as notice provided following the close of each quarter (January, April, July, October) at the main fire hall, 303 CR 118B, Burnet, TX 78611. The President has the authority to schedule additional Board meetings as needed. General Board Meetings shall be attended by the Board of Directors. An agenda will be provided to all Board members by the Secretary for each Board meeting at least 5 days in advance, to provide them the opportunity for input on the agenda topics. All Firefighters and Supporting Members are encouraged to attend the General Board Meetings, along with guests invited by the Board. Only Board members will vote on matters before the Board at these meetings. Section 2: Annual Meeting (2) The Board shall hold an annual meeting on the second Saturday in September or as soon thereafter as the board determines, at a location, date, and time as notice provided for the purpose of electing officers and approving the budget for the next fiscal year. Each member either in attendance personally or having provided a valid proxy meeting the requirements specified by the Board is entitled to one vote on matters at the annual meeting. Section 3: Special Board Meetings Page 8 of 17
(3) Special Board meetings shall be called by the President within ten (10) days upon receipt of a written request from a minimum of three (3) members of the Board. Attendance for this meeting will be left to the discretion of the President but invitations must include all Board members at a minimum. Section 4: Telephone Attendance (4) A Board member may participate in any Board meeting by telephone or similar means of communication provided the means permits the Board member to participate in the meeting personally. A Board member so attending shall be entitled to vote and shall be deemed to be present at the meeting for all purposes, including a determination of whether a quorum is present. Section 5: Rules of Order (5)Roberts Rules of Order, Newly Revised will be observed and used as a guide in conducting business meetings by this Corporation. The Board however will have the final authority to rule in cases of disagreement as directed by the President of the Board. Roberts Rules of Order will not supersede these Bylaws. Section 6: Elections (6) Elections scheduled for the Board officer positions shall be conducted at the annual meeting held in September each year. Candidates will come from the nominating committee and any nominations from the floor. Before the vote all candidates for office shall explain why they feel they are qualified for the position, and provide full disclosure of any past convictions or current charges for any felony, fraud, or theft. All members in attendance, and those who have submitted valid proxies, shall Page 9 of 17
have one (1) vote each per position. Election to office will be by majority vote of members who are present plus valid proxies. The President shall appoint a tabulating committee of the Secretary and two (2) additional members present to count the vote. Only the outcome, not individual tallies, will be reported and recorded. Elected officers will assume their duties effective immediately. Section 7: Election and Board Confirmation of Fire Chief Election of the Fire Chief shall occur during a Board meeting. The Fire Chief shall be elected by the Firefighters and must subsequently be confirmed by the Board before qualifying for and serving as Fire Chief. Should the Board withhold confirmation of the Fire Chief-Elect for more than five business days after the Fire Chief election, then a new Fire Chief election is required. There shall be no limit on the number of terms a person can serve as Fire Chief. In the event of a Fire Chief vacancy, a Fire Chief election shall be included on the agenda for the next Board meeting. All nominations for Fire Chief shall be received by the Board a minimum of five days prior to the election meeting. Nominations must include written information regarding the applicant s skills, certifications, and other information deemed beneficial in the determination of a suitable leader of the firefighters. Should an applicant have any past criminal convictions or current charges for any felony, fraud, or theft a full disclosure is required and may be grounds for non-acceptance. Election of the Fire Chief shall be by majority vote of the Firefighters present including valid Firefighter proxies. Voting shall be done by secret ballot. Any official fire department emergency call that prevents voting shall postpone the election. Voting shall be tallied by the Secretary unless the secretary position is vacant, in which case the tally shall be by the President. Only the outcome, not individual tallies shall be reported and recorded. Section 8: Election and Board Confirmation of Auxiliary Representative Election of the Auxiliary Representative shall occur during a Board meeting. The Auxiliary Representative shall be elected by the Auxiliary members and must subsequently be confirmed by the Board before qualifying for and serving as Auxiliary Representative. Should the Board withhold confirmation of the Auxiliary Representative-Elect for more than five business days after the Auxiliary Representative election, then a new Auxiliary Representative election is required. There shall be no limit on the number of terms a person can serve as Auxiliary Representative. In the event of an Auxiliary Representative vacancy, an Auxiliary Representative election shall be included on the agenda for the next Board meeting. All nominations for Auxiliary Representative shall be Page 10 of 17
received by the Board a minimum of five days prior to the election meeting. Nominations must include written information regarding the applicant s skills, certifications, and other information deemed beneficial in the determination of a suitable leader of the Auxiliary organization. Should an applicant have any past criminal convictions or current charges for any felony, fraud, or theft a full disclosure is required and may be grounds for non-acceptance. Election of the Auxiliary Representative shall be by majority vote of the Auxiliary members present including valid Auxiliary proxies. Voting shall be done by secret ballot. Any official fire department emergency call that prevents voting shall postpone the election. Voting shall be tallied by the Secretary unless the secretary position is vacant, in which case the tally shall be by the President. Only the outcome, not individual tallies shall be reported and recorded. ARTICLE VI (Financial Responsibility) The Board shall ensure that the Financial Policy of Hoover Valley Volunteer Fire and Emergency Services, Inc. is adhered to and procedures are in place to ensure adequate separation of responsibilities. ARTICLE VII (Business Ethics and Conflict of Interest) Board members should ensure that the Corporation complies with all governmental laws, rules, and regulations applicable to its business. All transactions should be accurately reflected in the Corporation's books and records. Board members are expected to protect the assets of the Corporation and use them efficiently to advance the interests of the Corporation. Board members are to avoid any actual or apparent conflict of interest between their own personal interests and the interests of the Corporation. Any potential conflicts of interest should be disclosed to the Board in writing. ARTICLE VIII (Records Retention) Page 11 of 17
The Board shall ensure that the Records Retention Policy is adhered to and all records maintained according to the State of Texas Regulations for non-profit Corporations and any other legal requirements. ARTICLE IX (Nondiscrimination Policy) The Board members, Firefighters, committee members, employees, and persons served by this Corporation shall be selected and treated entirely on a nondiscriminatory basis with respect to age, sex, race, religion, nation of origin, and sexual orientation. ARTICLE X (Fiscal Year) The fiscal year of this Corporation shall begin on the first day of October and end on the last day of September each year. ARTICLE XI (Liquidation or Dissolution) In the event of the liquidation or dissolution of this Corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property incurred by this Corporation from any sources, after the payment of all debts and obligations of this Corporations, shall be used or distributed for purposes related to those set forth in the Articles of Incorporation, and within the intendment of the current Internal Revenue Code and the regulations thereunder as the same now exist or as they may be hereafter amended from time to time. Page 12 of 17
BE IT SAID, that no member of the Board of Directors, Firefighters, or Supporting Members shall be responsible for any remaining debts regarding this Corporation in the event of dissolution. ARTICLE XII (Indemnification of Individuals) Section 1: Indemnification of Directors, Officers, Employee, or Agents (l)under the conditions set forth in Section (2), below, the Corporation will indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed proceeding, whether civil, criminal, administrative, arbitrative, or investigative, including all appeals, because that person is or was a Director, officer, employee, or agent of the Corporation. The Corporation will also pay or reimburse the expenses incurred by a Director, officer, employee, or agent of the Corporation in connection with that person's appearance as a witness or other participation in a proceeding, even though that person is not a named defendant or respondent in the proceeding. Section 2: Conditions of Indemnification (2) The Corporation will indemnify a Director, officer, employee, or agent of the Corporation in all cases in which that person has been wholly successful, whether on the merits or otherwise, in the defense of the proceeding. In all other situations, the Corporation will indemnify a Director, officer, employee, or agent of the Corporation if it is determined, in accordance with Section (3), below, that the person conducted himself or herself in good faith and reasonably believed that his or her conduct was not opposed to the Corporation's best interests, or, in the case of person's conduct in his or her official capacity as a Director, that the conduct was in the Corporation's best interests. In addition, in any criminal proceeding, the person must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, Page 13 of 17
or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the person did not meet the requirements of this Section. A person will be deemed to have been found liable in respect of any claim, issue, or matter, only after the person has been so adjudged by a court of competent jurisdiction after exhaustion of all appeals. Section 3: Determination of Indemnification (3) If a determination of indemnification is required by Section (2), above, that determination will be made by a majority vote of a quorum consisting of Directors who, at the time of the vote, are not named defendants or respondents in the proceeding. If a quorum cannot be obtained, the determination will be made by a majority vote of a committee of the Board of Directors designated to act in the matter by a majority vote al all Directors. The committee will consist solely of two or more Directors who, at the time of the vote, are not named defendants or respondents in the proceeding. Section 4: Extent of Indemnification (4) Indemnification will be against all expenses, including, without limitation, attorney's fees, court costs, expert witness fees, judgments, decrees, fines, penalties, and reasonable expenses actually incurred by the person in connection with the proceeding; provided, however, that if the person is found liable to the Corporation,, or is found liable on the basis that he or she improperly received personal benefit (whether or not the benefit resulted from an action taken in the the person's official capacity), indemnification will be limited to reasonable expenses actually incurred by the person in connection with the proceeding, and will not be made in respect of any proceeding in which the person will have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation. Section 5: Advance of Expenses on Written Affirmation Reasonable expenses incurred by a Director, officer, employee, or agent of the Corporation who was, is, or is threatened to be made a named defendant or respondent in a proceeding will be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding and without the determination specified in Section Page 14 of 17
(3), above, if and after the Corporation receives a written affirmation by the person of the person's good faith belief that he or she has met the standard of conduct necessary for indemnification under Section (2), above, and a written undertaking by or on behalf of the person to repay the amount so paid or reimbursed by the Corporation if it is ultimately determined that he or she has not met that standard, or that indemnification is prohibited by Section (4), above. The written undertaking must be an unlimited general obligation of the Director, officer, employee, or agent, but need not be secured. It may be accepted without reference to financial ability to make repayment. Section 6: Report to Members (6) Any indemnification of or advance of expenses to a Director, officer, employee, or agent of the Corporation will be reported in writing to the members with or before the notice or waiver of notice of the next annual meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the indemnification or advance of expenses must be reported in writing to the members within 12 months after the date of the indemnification or advance. Section 7: Insurance (7) The Corporation shall make provision for the purchase of reasonably available insurance to insure against the risks implicated by the foregoing indemnity, including, without limitations, officer and director liability, casualty, premises liability, and commercial general liability policies, in amounts determined by the Directors. Provision for the expense of such policies shall be included in the Corporation's budgets. ARTICLE XIII (Amendments) These Bylaws may be reviewed and amended as necessary by the members. Page 15 of 17
Proposed Bylaw amendments shall be distributed and reviewed at two consecutive Board meetings prior to a vote for adoption being taken. Bylaw amendments will be adopted with a 2/3 affirmative vote of all members present plus valid proxies at the next annual meeting, which is held in September each year. Upon each and every revision of these Bylaws, it shall be mandated that a copy of each revision be filed and maintained in the Corporation's files as a permanent record for this Corporation. ARTICLE XIV (Severability) If any clause or provision of these Bylaws is illegal, invalid or inoperative for any reason, then the remainder of the Bylaws shall not be affected and shall remain in force. ARTICLE XV (Transition) Upon the members adoption of the amendments to these bylaws proposed to the members on September 9, 2017: (a) the current term of the then sitting Fire Chief and Auxiliary Representative shall expire, and a new Fire Chief and Auxiliary Representative shall be elected in accordance with the bylaws, as amended; and (b) Auxiliary members and Firefighter members may be subject to Board acceptance or dismissal upon members adoption of the amendments to these bylaws. These Bylaws were reviewed a n d a d o p t e d b y a m a j o r i t y v o t e of the members of the Hoover Valley Volunteer Fire Department and a meeting held in accordance with the bylaws and the law of the State of Texas on September 9, 2017: PRESIDENT: (Printed Name) (Signature) Date: Page 16 of 17
TREASURER: (Printed Name) (Signature) Date: SECRETARY: (Printed Name) (Signature) Date: VICE PRESIDENT: (Printed Name) (Signature) Date: SECOND VICE PRESIDENT: (Printed Name) (Signature) Date: FIRE CHIEF: (Printed Name) (Signature) Date: AUXILLIARY REPRESENTATIVE: (Printed Name) (Signature) Date: Page 17 of 17