The members of Central Polk County Fire and Rescue accept and will abide by the following BY-LAWS. The affairs of the organization shall be governed in accordance with these BY-LAWS.
The name of this organization shall be Central Polk County Fire and Rescue. From this time forward this document will use the abbreviation of CPCFR to refer to Central Polk County Fire and Rescue.
The mission of the organization shall be to serve the public through response to fire, rescue, and medical emergencies. The organization will recognize and adopt the protocols followed by Citizen's Memorial Healthcare (CMH) Pre-Hospital Services and any standards directed by the National Fire Protection Association (NFPA). Protocols for medical will be attached at the end of these completed BY-LAWS and/or kept on file with these BY-LAWS. Our priorities will be the safety of the responders, the saving of lives, and the protection of property. This organization will assist and support state and local public safety organizations in the pursuit of this mission.
There shall be three classifications of membership in CPCFR. These classifications will consist of Board Member, Responder Member, and Subscriber Member. Any person who fulfills the qualifications found in the BY-LAWS of CPCFR may be a member of the organization. It will be possible to be a member of CPCFR in more than one membership classification.
A Subscriber Member is a member that lives or owns property in the service area (defined by the Polk County Fire and Rescue Training Association) of CPCFR and pays a yearly subscription fee to receive the services provided by CPCFR. A Subscriber Member will have no say in the organization. They will not have a vote in the organization or a right to property owned by the organization. From this time forward any use of the word member in this document will not be interpreted to include Subscriber Members. Any further mention of Subscriber Members will be specifically mentioned as such.
A Board Member is a member of the Board of Directors of the organization and is responsible for the financial security and administrative business of CPCFR. A Board Member of CPCFR must agree to abide by the BY-LAWS of the organization to the best of their ability. A Board Member must be at least 18 years of age and should be of sound moral character. A Board Member may, or may not, also be a Subscriber Member and/or a Responder Member. A Board Member is a member that lives inside of the CPCFR service area (as defined by the Polk County Fire and Rescue Training Association).
DUTIES: The property, business, and affairs of the corporation shall be controlled, conducted, and managed by a Board of Directors. Board Members are required to attend 2/3 of the board meetings each year unless excused by work or illness. The Board of Directors shall also appoint a Chief of the responders and approve the officers that the Chief selects. The Board shall also be responsible for the discipline of the Chief, including dismissal. The Board shall have no disciplinary authority on the responders unless the Chief requests their assistance. The Board also reserves the authority to review the disciplinary action of the Chief if requested by the disciplined responder. The responder's chain of command in normal circumstances ends at the Chief, the board should only be involved in extreme circumstances.
STRUCTURE: The number of Board Members of the corporation shall not be less than five (5) nor more than eleven (11) as may from time-to-time be established in these BY-LAWS. The first Board and all subsequent Boards shall consist of seven (7) members, unless changed by a vote of the Board. These members will serve two-year terms that are on a rotating basis. There shall be three Board Members who shall have their terms expire on even years and four Board Members who shall have their terms expire on odd years. There shall be no limit placed on the number of terms served by an individual.
NOMINATIONS: Nominations for election of Board Members may be made by any Board Member then serving, including a Board Member whose seat is being filled by reason of normal expiration of their term.
ELECTION: At the annual meeting of the Board or at a duly constituted special meeting of the Board of Directors, the Board Members serving shall, by a majority vote of the Board Members then in office, elect such other Board Members as may be authorized by the BY-LAWS. If there shall be a tie, a second and a third vote shall be taken if necessary. If there is still a tie, the deadlock shall be broken by the President casting the tie breaking vote. If, upon the first vote, no nominee shall receive a majority and there are more than two (2) nominees, the person receiving the least number of votes shall be dropped and the vote shall proceed on the persons receiving the two (2) highest number of votes, as if there had originally been only two (2) nominees. If more than two (2) nominees receive the least number of votes, but the number of such votes are the same, a second vote shall be taken. If the vote remains the same, the nominee to be dropped shall be determined by the flip of a coin.
VACANCIES: A vacancy on the Board of Directors caused by death, resignation, self exclusion by non attendance to regularly scheduled meetings, removal, or otherwise may be filled by the Board of Directors for the unexpired term following the same procedure as is set forth in the preceding section.
ORGANIZATION: The Board of Directors shall be organized with a President, a Vice President, a Secretary, a Treasurer, and a Sergeant at Arms. The President and the Vice President shall be Board Members and elected by the Board Members. The Secretary, the Treasurer, or the Sergeant at Arms shall be appointed by the Board President and may or may not be members of the Board of Directors. Each Board Member shall have one (1) vote, except for the President, or the Board Member acting as President in his/her absence, who shall only vote to break a tie.
MEETINGS: Regular meetings of the Board of Directors shall be held on the second Wednesday of each month at 1900 hours. In the event that the second Wednesday of the month is a holiday, the meeting will be changed to the preceding Wednesday of the month at the discretion of the Board of Directors. The place shall be determined by resolution of the Board of Directors or by written consent of the members thereof. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) members of the Board. The persons authorized to call a special meeting of the Board of Directors shall fix the place, which must be within Polk County, Missouri, and time for such meeting to be held. A quorum (that being 2/3 of the voting members) of Board members must be present for the meeting to be held. In the event of an emergency, and a quorum of the Board cannot be achieved, the President of the Board may make an executive decision to do the business of the Board.
REMOVAL: Any one (1) or more of the Board Members may be removed either with or without cause at any meeting of the Board by a vote of a majority of all Board Members currently serving in office.
INDEMNITY: The Corporation shall indemnify and save harmless each and every Board Member and other officers from all liability arising out of the performance of his/her functions, duties, and/or responsibilities expressed or implied under these BY-LAWS or in the Articles of Incorporation of the corporation.
COMPENSATION: Neither the Board of Directors nor any Officer thereof shall receive compensation for services rendered in such capacities, but shall be entitled to reimbursement for all actual and necessary expenses incurred in the furtherance of corporate business. The Board of Directors shall determine the compensation to be received by other officers or agents appointed by the board.
BOND: The Board of Directors, by resolution, may require the officers and agents of the corporation or any of them to give bond to the corporation in a sufficient amount and with sufficient surety to secure the faithful performance of their duties and to comply with such other conditions as the Board of Directors may from time-to-time require.
LEADERSHIP: The duties of the officers of the Board of Directors of CPCFR shall include, but not be limited to, the following tasks:
PRESIDENT: The President shall supervise and command the financial operations of the corporation subject to the authority herein given to the Board of Directors. The President shall execute deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except for the execution thereof which is expressly delegated or authorized by the Board of Directors or the BY-LAWS to another officer or agent of the corporation, or shall be required by law to be otherwise executed. The President shall provide leadership at the meetings of the Board of Directors. The President shall make appointments to all committees established by the Board of Directors to assist the organization to attain its goals. In general, the President shall function as the Chief Administrative Officer of the corporation and shall perform all functions which that title shall imply.
VICE PRESIDENT: The Vice President shall perform the duties and exercise the powers delegated by the Board of Directors and the President of the Corporation. In the absence of the President, the Vice President shall perform the duties and exercise the powers of the President.
SECRETARY: The Secretary shall attend all meetings of the Board of Directors and shall record votes and keep minutes of such meetings in one or more books provided for that purpose. The Secretary shall have general charge of the books of the corporation. The Secretary shall, in general, perform all duties as may be required by the Board of Directors or the President under whose supervision the Secretary's office shall be.
TREASURER: The Treasurer shall have control and custody of the funds and securities of the corporation. The Treasurer shall keep and maintain in books of the corporation accurate accounts of the receipts and disbursements and shall deposit all monies and value effects of the corporation in the name of the corporation, in such depository as the Board of Directors may designate. The Treasurer shall make disbursements of funds and securities of the corporation upon proper order of the Board of Directors, and obtain proper vouchers thereof. The Treasurer shall report to the Board of Directors at all meetings concerning the financial condition of the corporation, and the performance of his/her duties as Treasurer. The Treasurer shall, in general, perform all duties as may be required by the Board of Directors or the President under whose supervision the Treasurer's office shall be.
SERGEANT AT ARMS: The Sergeant at Arms shall be responsible for securing and organizing the location of the meetings of the Board of Directors, as directed by the Board of Directors. The Sergeant at Arms shall also be responsible for informing the Board Members of the meetings by radio, pager, letter, or other method. The Sergeant at Arms shall be responsible for the planning of the yearly meeting as directed by the Board of Directors. The Sergeant at Arms shall also coordinate special occasion meetings such as Christmas dinners, awards meetings, or other meetings scheduled by the Board of Directors. In the event that this organization should totally disband, the property and all rights shall be transferred to the Sergeant at Arms to be sold at public auction, or otherwise distributed, such as to another emergency services organization that provides services to the people in the service area. The treasury shall be divided equally among the subscribers or donated to a community fund upon a 3/4 majority vote of the subscribers, with the following exceptions: the building and the property upon which the original building sits shall go to the previous owner who donated the organization the lond on which the building sets. This is specified in the deed to the property stating the location (2012 E Division St) and the owner. The Sergeant at Arms shall, in general, perform all duties as may be required by the Board of Directors or the President under whose supervision the Sergeant at Arms' office shall be.
CONTRACTS, PROXY, LOAN, CHECKS, DEPOSITS, INVESTMENTS, AND EARNINGS: The Board of Directors sets forth the following guidelines to ensure the financial success of CPCFR.
CONTRACTS: The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on the behalf of CPCFR and such authority may be general or confined to specific instances.
PROXY: Unless otherwise ordered by the Board, the President of CPCFR shall:
1) Have full power and authority to act and vote in the name and on behalf of CPCFR, within the guidelines set forth by the Board of Directors, at any meeting of the shareholders of any other corporation in which the corporation may hold shares/interest, and at such meeting shall possess and may exercise any and all rights and powers incidental to the ownership of such shares; and
2) Have full power and authority to execute in the name of and on behalf of CPCFR, proxies authorizing any suitable person or persons to act and to vote at any meeting of shareholders of any other corporation or organization in which CPCFR may hold shares/interest, and at such meeting, the person or persons so designated shall possess and may exercise, within the guidelines of the Board of Directors, any and all rights and powers incidental to the ownership of such shares/interest.
LOANS: No loan shall be contracted in behalf of CPCFR and no evidence of indebtedness shall be issued in its name unless specifically authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
CHECKS, DRAFTS, AND OTHER ORDERS: All checks, drafts, or other orders for the payment of money, notes or other evidences of debt issued in the name of CPCFR shall be signed by two (2) officers or agents of CPCFR and in such a manner and with such cosigners as shall, from time to time be determined by Resolution of the Board of Directors.
DEPOSITS: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of CPCFR in such banks, trust companies, or other depositories that the Board of Directors may select.
INVESTMENTS: CPCFR shall have the right and responsibility to use, retain, and reinvest all or any part of any securities, monies, property, or funds acquired or held by it in whatever manner, according to the judgment of the Board without restriction of any kinds, provided that the intent of the donor is honored and provided further that no action shall be taken by or on behalf of CPCFR if such action is a prohibited transaction or would result in the denial, suspension, or revocation of tax exempt status of the United States Internal Revenue Code, as amended.
EARNINGS: No member, officer, employee, or any other person shall receive at any time, any of the net earnings or pecuniary profit from the operation of CPCFR, except that nothing shall prevent the payment of reasonable compensation for services and reimbursement of expenses incurred, rendered to or for CPCFR in the pursuance of any of its purposes. Such compensation is to be fixed by the Board.
A Responder Member of CPCFR is a member who responds to calls of distress or to calls of assistance from the public. These calls may include, but will not be limited to: fires, accidents, medical emergencies, etc. The Responder Member is the person who deals with the public and as such is expected to act in a professional and courteous manner. In order to facilitate this professional image, the Responder Member is expected to maintain the proper training necessary to perform their responsibilities as a volunteer. A Responder Member may also be asked to help in fundraising activities of the department. A Responder Member may or may not also be a Subscriber Member and/or a Board Member.
LEADERSHIP: The Chief of the department is responsible for the leadership of the department. The Chief is responsible for the safety of the Responder in department functions, whether these situations are emergency situations or training/practice situations. The Chief is responsible for the equipment of CPCFR that is necessary for the operation of the department. The Chief is responsible for insuring that the PURPOSE statement of CPCFR is achieved. In order to achieve these goals, the Chief will be assisted by an Assistant Chief and other officers that the Chief deems as necessary. It is expected that these officers will include a Safety Officer, a Training Officer, and others that the Chief deems as necessary. The Chief is expected to establish a chain of command that the responders will follow. The Chief will also write and implement a set of Standard Operating Guidelines / Standard Operating Procedures that will inform the Responders of the protocols of the department and the Responder's responsibilities in the success of these protocols.
CHIEF: The Board of Directors appoints the Chief of the Department. When a vacancy in the office of Chief occurs, the Board will invite applications form any person who feels qualified to assume the position. The Board of Directors will reserve the right to accept or reject any application. The Board will review the application to determine which, if any, they will appoint. The Chief shall, in general, perform all duties incidental to the office of Chief, and perform such other duties as may be required by the Board of Directors under whose supervision the Chief's office shall be.
OTHER OFFICERS: The Chief of the department will develop a list of proposed officers and present this list to the Board of Directors. The Chief may develop his/her list by appointment, by application, by nomination, or by any other method that the Chief deems most suitable. The Board of Directors will review the list and accept or reject the list in whole, the Board will not have the authority to accept part of the list. If the list is rejected, the Chief must redo the list and again present it to the Board of Directors. These other officers shall perform all duties incidental to the office that they hold, and other duties as may be required by the Chief under whose supervision these officers shall be.
RESPONDERS: Any person who has the physical and mental abilities to perform the duties necessary to achieve the mission of CPCFR as listed in the PURPOSE statement, and fulfills the following requirements, shall become a Responder of CPCFR.
Responders will perform all duties incidental to the situation and other such duties as may be required by the Chief under whose supervision the Responder shall be.
DISCIPLINARY ACTIONS AND TERMINATION: Unfortunately, there may be occasions when it will become necessary to discipline a Responder or to terminate the Responder's status. When this occurs it will be the responsibility of the Chief to handle the situation in a professional and confidential manner. If the Responder objects to the action taken he/she will have the right to request a hearing in front of a grievance committee. This committee will consist of the Chief, the Assistant Chief, and three (3) non-officer responders whose names are drawn from a hat. Some examples of actions that may require disciplinary action are:
JUNIOR RESPONDER: This organization will not provide a Junior Responder program. This organization can work with the Explorer program that is established at the Bolivar City Fire Department in Bolivar, Missouri. Any person who is a legal member of this program will be allowed to work with CPCFR in the manner allowed by the Explorer program.
STANDARD OPERATING GUIDELINES / STANDARD OPERATING PROCEDURES: There shall be a set of Standard Operating Guidelines / Standard Operating Procedures for the department to function under. These shall be designed by the Chief and/or a committee appointed by the Chief. They shall be presented to the Board of Directors for approval. These shall be signed and remain in effect for two (2) years. At two (2) years time, these SOGs/SOPs shall be reviewed, updated (if necessary) and approved by the Board of Directors.
The BY-LAWS of the corporation may be altered or repealed and new BY-LAWS may be adopted by a vote of a majority of the Board of Directors at any meeting or any special meeting with at least thirty (30) days notice to the Board Members setting forth the terms of the proposed BY-LAWS, amendment, repeal, or change.
The BY-LAWS shall be reviewed by the Board, or a committee appointed by the President of the Board every two (2) years.
This document has been reviewed and voted on as the official BY-LAWS of this organization on this day May 11, 2005 by the Board Members who have signed below.
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