SEMINOLE TRAIL VOLUNTEER FIRE DEPARTMENT BYLAWS

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1 SEMINOLE TRAIL VOLUNTEER FIRE DEPARTMENT BYLAWS BYLAWS

2 SEMINOLE TRAIL VOLUNTEER FIRE DEPARTMENT TABLE OF CONTENTS ARTICLE I ORGANIZATION PAGE 3 ARTICLE II PURPOSES PAGE 3 ARTICLE III MEMBERSHIP PAGE 4 ARTICLE IV MEETINGS PAGE 4 ARTICLE V VOTING PAGE 4 ARTICLE VI BOARD OF DIRECTORS PAGE 5 ARTICLE VII OFFICERS PAGE 6 ARTICLE VIII SALARIES PAGE 6 ARTICLE IX MISCELLANEOUS PAGE 7 ARTICLE X AMENDMENTS PAGE 7 ARTICLE XI FIREFIGHTING BRIGADE PAGE 7 ARTICLE XII AUXILIARY ORGANIZATIONS PAGE 7 ARTICLE XIII INDEMNIFICATION PAGE 8 ACTIVITIES AND ATTENDANCE OF THE BOARD OF DIRECTORS PAGE 8

3 AS AMENDED JULY 2008 BYLAWS SEMINOLE TRAIL VOLUNTEER FIRE DEPARTMENT, INC. ARTICLE I ORGANIZATION 1. The name of this organization shall be Seminole Trail Volunteer Fire Department, Inc. 2. The organization shall have a seal which shall be in the following form: 3. The organization may, at its pleasure, by a two thirds vote of the membership body change its name. ARTICLE II PURPOSES The following are the purposes for which this organization has been organized: 1. to form a volunteer fire company to prevent and extinguish fires that may occur primarily in the Route 29 North area of Albemarle County and its adjacent territory. 2. to own, rent, lease or exchange real estate and equipment as may be required for fire protection and for such other purposes as determined by the Board. 3. to provide such community services and for such auxiliary organizations as may be beneficial to the community as determined by the Board. 4. to raise money for the benefit of said company. ARTICLE III MEMBERSHIP Membership in this organization shall be open to all who meet the following criteria:

4 1. Those persons who are members of the fire fighting brigade. 2. Those persons who are members of any auxiliary organization of the corporation. 3. Those persons who are members of the Board of Directors of the corporation. 4. Those persons otherwise designated by the Board of Directors as members. ARTICLE 1V MEETINGS The annual membership meeting of this organization shall be held on the second Monday of July of each year; except that, if such day be a legal holiday, the Board of Directors shall fix a date, not more than two weeks from the date established by these Bylaws. The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting. The regular meetings of this organization shall be held upon a call of the President of the corporation. The presence of not less than thirty percent (30%) of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these Bylaws and the Secretary shall cause a notice of this scheduled meeting to be sent to all members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting. Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meetings shall be mailed to all members at their addresses as they appear in the membership at their addresses as they appear in the membership roll book at least ten (10) but no more than thirty (30) days before the scheduled date set for such meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom called. At the request of a majority of the members of the Board of Directors or a majority of the members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting. ARTICLE V VOTING At all meetings, except for the election of officers and directors, all votes shall be viva voce. For

5 election of officers and directors ballots shall be provided, and there shall not appear at any place on such ballot any mark or markings that might tend to indicate the person who cast such ballot. At any regular or special meeting of a majority so requires any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the Chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as Inspectors of Election and who shall at the conclusion of such balloting certify in writing to the Chairman the results and certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office, nor shall he be personally interested in the question being voted upon. ARTICLE VI BOARD OF DIRECTORS The business of this organization shall be managed by a Board of Directors which shall consist of fifteen (15) members including two (2) appointed members (the Chief of the Firefighting Brigade and one (1) member of the Ladies Auxiliary). No more than 50% of the members of the Board of Directors shall be active firefighters. All of the directors shall be residents of the Commonwealth of Virginia and shall be citizens of the United States of America. Elected members of the Board of Directors shall serve for a term of three (3) years. They shall be elected at the annual meeting of this organization in the manner provided in Article V Voting. The Board of Directors shall control and manage the affairs and business of this organization. Such board of Directors shall act in the name of the organization only when it shall be regularly convened by its chairman after due notice to all directors of such meeting. A majority of the members of the Board of Directors shall constitute a quorum. Regular meetings of the Board of Directors shall be held on the second Monday of January, April, July, and October; provided that, if any such Monday shall be a holiday, the meeting shall be held on the following Monday. Any number of members of the Board of Directors less than a quorum may adjourn a meeting. Each director shall have one (1) vote and such voting may not be done by proxy. The Board of Directors may make such rules and regulations covering its meeting as it may, at its discretion, determine necessary. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the unexpired term.

6 The President of the organization shall preside at all meetings of the Board of Directors. The Secretary of the organization shall serve as Secretary of the Board of Directors. A director may be removed when sufficient cause exist for such removal. The Board of Directors may entertain charges against any director. A director may be represented by Counsel at any removal hearing. The Board of Directors shall adopt such rules for removal hearing as it may, at its discretion, consider necessary and in the best interest of the organization. The Board of Directors shall have supervisory authority over the fire company and shall approve rules and regulations for the company. ARTICLE VII OFFICERS The officers of the organization shall be as follows: President, Vice President, Secretary, and Treasurer, who shall be elected from the members of the Board of Directors. The President shall preside at all membership meetings. He shall, by virtue of his office, be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent, and shall be an exofficio member of all committees except the nominating committee. He shall see all books, reports, and certificates as required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have powers as may be reasonably construed as belonging to the chief executive of any organization. The President may vote in case of a tie vote. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges, and powers as if he had been the duly elected President. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meeting any communication addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary and as directed by the Board of Directors. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He must be one of the officers who shall sign checks or drafts of the organization. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.

7 Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. A vacancy in any office may be filled by the Board of Directors for the unexpired term. ARTICLE VIII SALARIES The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization. ARTICLE IX MISCELLANEOUS 1. Robert s Rules of Order shall govern the organization in cases where they are applicable. 2. These Bylaws shall become effective by two thirds (2/3) vote of the initial Board of Directors. 3. The fiscal year of the corporation shall end on June 30. ARTICLE X AMENDMENTS These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than two thirds (2/3) of the Directors present at a regular or special meeting after two (2) weeks notice of a proposed change. ARTICLE XI FIREFIGHTING BRIGADE The Board shall form a Firefighting Brigade whose object shall be the protection of life and property from fires and other catastrophe as may occur in the Route 29 North area and vicinity. The Board shall appoint a Chief of the Firefighting Brigade whose duty it shall be to direct the operations of the Brigade. The Chief will automatically become a member of the Board of Directors.

8 The Chief shall be responsible to the Board for proper management and supervision of the Brigade. The Chief or the Assistant Chief in the absence of the Chief shall have full charge of the personnel and properties at all times. The Board shall approve rules and regulations established by the Brigade. ARTICLE XII AUXILIARY ORGANIZATIONS The Board of Directors may form or encourage the formation of any auxiliary organization whose object shall be to assist the corporation in carrying out its purposes. The Board of Directors may establish rules and regulations for any such organizations and shall have complete authority over all rules and regulations which any such organization may establish. A member of the Seminole Trail Ladies Auxiliary, elected by the Ladies Auxiliary, will automatically become a member of the Board of Directors. ARTICLE XIII INDEMNIFICATION Unless otherwise prohibited by law, the Corporation shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any member or employee against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, member, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to: counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, member, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, member, or employee. However, such director, officer, member of employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification u under this Article. The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, member, employee, or other agent against any liability incurred by him or her which

9 arises out of such person s status as a director, officer, member, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under the law. ACTIVITIES AND ATTENDANCE OF THE BOARD OF DIRECTORS The Board of Directors is a very important segment of the SEMINOLE TRAIL VOLUNTEER FIRE DEPARTMENT. It is the Board s duty to control and manage the affairs and business of this organization, to supervise authority over the fire company, and to approve regulations for the company. A. Nominating Committee shall point out our board functions and importance of attending meetings to new candidates. B. At election, all Board members will be given a copy of Board Bylaws and Brigade Bylaws. C. Directors should periodically visit the fire station to familiarize themselves with equipment, operating procedures, and to get acquainted with Brigade members. D. Board members are urged to participate in the fund drive. E. Any and all members that are absent at any two (2) consecutive meetings, regular or special called, will by contacted by the president of the Board concerning members reasons for absence and future intentions. Unfavorable excuses may deem a member ineligible to remain on the Board. Eligibility will be determined by a vote of the Board. 1