BYLAWS

of the

ST. CLAIR COUNTY FIRE CHIEFS ASSOCIATION

ARTICLE I

Name

1-1. Name- The name of this corporation shall be the “St. Clair/Monroe County Fire Chiefs Association” hereinafter referred to as the Association.

1-2. Address- The official mailing address shall be: 626 Lincoln Highway, Fairview Heights, IL 62208.

1-3. Legal Establishment- The Association is an Illinois Corporation, organized under the General Not-For-Profit Corporation Act of 1986 (805 ILCS 105/).

ARTICLE II

Purpose

2-1. Primary Purpose- The purpose of the Association is to provide a forum in which the chief fire department officers of the cities, villages, fire protection districts, and other municipal and private corporations in the St. Clair and Monroe County area may discuss matters of mutual interest, and to provide for those officers a channel for concerted action for their continuing efforts to improve the efficiency and to elevate the status of the fire service, as well as to serve as a resource in their efforts to promote more effective fire prevention, suppression, and rescue services through educational, legislative, and technical means.

2-2. Secondary Purpose- The Association shall seek to accept and receive funds, grants, donations, and contributions, and to expend, give, loan, and grant funds to encourage and develop fire and rescue service materials and programs.

ARTICLE III

Membership

3-1. Active Member- All organized municipal or private fire departments with jurisdiction lying within St. Clair or Monroe Counties in Illinois or the City of St. Louis, Missouri are active members in the Association. The Chief of each member department shall be the official department representative to the Association. Active members may designate an alternative representative to the Association to serve in the absence or incapacitation of the Department Chief.

3-2. Associate Member- An associate member shall be any person or entity engaged in providing services in the areas of fire protection, rescue, fire prevention, or fire safety education. A person or entity desiring an associate membership shall petition the Association President for said membership and it may be granted by a vote of approval by the members present at any regular or special meeting. Associate members shall not hold elected office. Associate members shall not have Association voting rights.

3-3. Honorary Member- An honorary member shall be any person who served as an active member department representative to the Association and has retired from active fire department membership or any person who has rendered conspicuous service to the Association's purpose and goals. A person desiring an honorary membership shall petition the Association President for said membership and it may be granted by a vote of approval by the members present at any regular or special meeting. Honorary members shall not have voting rights on Association business.

3-4. Resignation of Membership- Any member may resign membership by petitioning the Association President.

3-5. Membership Reinstatement- Any member wishing to be reinstated to the Association shall petition the Association President and may be reinstated by a vote of approval by the members present at any regular or special meeting.

3-6. Dues- The Association shall collect annual dues from the membership. The amount of annual dues shall be determined and set by the membership at the Annual Meeting. Annual dues are payable on January 1^st of each year. Members in arrears on March 30^th shall not be considered as members in good standing until all outstanding dues payments are made. Dues in arrears may be forgiven on a case-by-case basis by a vote of the membership at any regular or special meeting. Honorary members are exempt from paying annual dues.

3-7. Special Assessments- The Association may collect special assessments from the membership. Necessity, amounts, and due dates of special assessments from the membership shall be determined and set by the membership at any regular or special meeting. Members in arrears on payment of any special assessments shall not be considered as members in good standing until all outstanding assessment payments are made. Assessments in arrears may be forgiven on a case-by-case basis by a vote of the membership at any regular or special meeting. Honorary members are exempt from paying special assessments.

ARTICLE IV

Officers

4-1. Elected Officers- The elected officers of the Association shall be a President, Vice-President, Secretary/Treasurer, and four Directors.

4-2. Duties of the Elected Officers- These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association. The president shall serve as the titular representative of the Association to the public, units of government, and other organizations. The Secretary/Treasurer shall be responsible for a financial report at the annual meeting, each regular meeting and whenever deemed necessary by a majority of the Executive Board of Directors.

4-3. Nomination and Election of Officers- At the regular meeting held in September, a Nominating Committee of three member representatives shall be elected by the Association. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual meeting in December. Before the election at the annual meeting additional nominations from the floor shall be permitted. The officers shall be elected by ballot to serve for one year or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected. All elected officers are eligible to succeed themselves in office. Only representatives of members in good standing may hold office. No member shall hold more than one office at a time.

ARTICLE V

Meetings

5-1. Regular Meetings- Regular meetings shall be held on the fourth Thursday of January, March, May, July, and September. The President shall designate the time and place of regular meetings.

5-2. Annual Meeting- There shall be an annual meeting held in December of each year. The Executive Board of Directors shall designate the time and place of the annual meeting. The annual meeting shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

5-3. Special Meetings- Special meetings may be called by the President, by vote of the Executive Board, or shall be called upon the written request of 25% of the Association’s members in good standing. The President shall designate the time and place of any special meeting.

5-4. Meeting Notification- All members in good standing shall receive written notification of all Association meetings. All written notification of the annual meeting and all regular meetings shall be not less than five days or more than forty days prior to the meeting date. Written notification of a special meeting shall not be less than forty-eight hours prior to the meeting. All notifications shall state the place, day, and hour of the meeting. Such notice shall be deemed delivered when deposited in the United States Mail sent to the address of record as provided by the Association members. It shall be the responsibility of the Association members to provide the Secretary/Treasurer with any change in addressee or address.

5-5. Quorum- A quorum of members must be present at any meeting for any action on business matters to occur. A quorum shall consist of at least ten percent of the members in good standing. If a quorum does not exist, information on topics of interest to the Association may be discussed but no official action on those topics may occur.

5-6. Closed Meetings- Meetings are open to all member department Chief officers and/or their official representatives, Associate members, and Honorary members. Only members or member representatives of the Association shall address the Association except by invitation of the President, the Executive Board of Directors, or by vote of the Association.

5-7. Voting- Voting in officer elections and on Association business matters shall be restricted to members in good standing of the Association. Each member in good standing is entitled to one vote. In the event of a contested election or issue, the President shall allow sufficient time prior to the call for the vote for the member representatives present to caucus and discuss their vote on the election or issue. When a contested election or issue is brought to vote, the Secretary/Treasurer shall, by roll call of the members in good standing, note the single vote of each member. After the roll call is completed, the Secretary/Treasurer shall announce the outcome of the vote. In the event of a tie, the President acting as an Association officer and not as a member representative shall cast the deciding vote. There shall be no proxy or absentee voting.

ARTICLE VI

The Executive Board of Directors

6-1. Board Composition- The officers of the Association, including the Directors, shall constitute the Executive Board of Directors.

6-2. Board's Duties and Powers- The Executive Board of Directors shall have general supervision of the affairs of the Association between its business meetings, make recommendations to the Association, and perform such other duties as are specified in these Bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association.

6-3. Board Meetings- Meetings of the Executive Board of Directors shall be held with such frequency as the Board deems necessary. Meetings of the Executive Board of Directors shall be called by the President. The President shall designate the time and place of all Executive Board of Directors meetings. All Executive Board of Directors members shall be given reasonable prior notice of Board meetings commensurate with the circumstances of the meeting.

ARTICLE VII

Committees

7-1. Establishment of Committees- A committee may be formed by either the President or by vote of the Association. The President shall appoint the chairman of each committee.

7-2. Powers of Committees- Any committee appointed by the President or by vote of the Association shall have only those powers and only that authority which is expressly given to said committee by the President or by the vote of the Association.

7-3. Committee Meetings- A committee meeting may be called by the President, by vote of the Association, by the Chairman of the committee, or by two thirds of the membership of the committee. Members of the committee must be notified in advance of any meeting.

ARTICLE VIII

Parliamentary Authority

8-1. Robert’s Rules of Order- The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

ARTICLE IX

Financial Asset Management

9-1. Disbursements- No disbursements over $100.00, other than ordinary operating expenses, shall be made unless approved by the Association. Necessary disbursements under $100.00 which are not approved in advance shall be ordered paid at the next business meeting. All disbursements shall be issued by the Secretary/Treasurer.

9-2. Capital Assets- Property over $1000.00 may be sold and/or indebtedness may be incurred by a two-thirds vote of the members in attendance at any regular or special meeting. Prior written notification of the vote shall be made to the members by the Secretary/Treasurer. The President and the Secretary shall countersign all mortgages.

9-3. Disillusion of Assets- Before the Association can be disbanded; the assets must be distributed to a successive organization or a separate charitable organization(s) per a simple majority vote of the members present. Thirty days prior written notification of the vote shall be made to the members by the Secretary/Treasurer. The assets must be liquidated and all debts must be cleared before a vote to disband is taken.

ARTICLE X

Bylaw Amendment

10-1. Amendment Proposal- Any member in good standing may propose an amendment or revision to the Association Bylaws by submitting such a proposal to the Secretary/Treasurer in writing at least 45 days prior to any regular or special meeting. The proposal shall be brought under consideration by the membership at the next regular or special meeting.

10-2. Adoption of Amendments- The Association Bylaws may be amended by a two-thirds vote of the members present at any regular or special meeting. Thirty days prior written notification of the vote shall be made to the members by the Secretary/Treasurer.

10-3. Amendment Commencement- All alterations, amendments, or revisions shall take effect immediately upon adoption by the members in good standing unless otherwise provided. The President will direct the Secretary/Treasurer to make the necessary changes in the Bylaws and provide each member with an updated copy.

ARTICLE XI

General

11-1. Bylaws Commencement- All previous Bylaws, constitutions, or statements of policy in conflict with this constitution are hereby declared to be null, void, and of no consequence. These Association Bylaws become effective on January 26, 2006.

11-2. Terms of Elected Officers for Calendar Year 2006- The Association officers for calendar year 2006 shall be nominated and elected at the January meeting and shall serve until the close the 2006 annual meeting.