Bylaws

Of

THE LEON SPRINGS VOLUNTEER FIRE DEPARTMENT, INC

 

Preamble

WHEREAS, Certain Laws and Regulations are necessary for the good order and well being of all associations, in order to define duty, to establish discipline, the maintenance of harmony for the full promotion of the object for which we are associated together, do ordain and adopt the following Bylaws which shall be in compliance with the Articles of Incorporation (CHARTER # 325221), as amended and do hereby pledge ourselves to cheerfully submit to the legally expressed will of the majority and to support the Officers in the discharge of their duties.

Article I

NAME, SEAL AND OFFICES OF THE CORPORATION

 

Section 1.1 Name - The name of the corporation shall be known as the Leon Springs Volunteer Fire Department, Inc. (LSVFD).

 

Section 1.2 Seal – The seal of the corporation shall be circular in shape with the words Leon Springs Volunteer Fire Department, Inc. contained with a suitable emblem in the center.

 

Section 1.3 Principal Office – The principal office of the corporation is located at 24810 Ima Ruth Parkway, San Antonio, Texas 78257, Bexar County.

 

Section 1.4 Change of Address – The Board of Directors (BOD) may change the principal office from one location to another within the named county.

 

Section 1.5 Other Offices – The Corporation also may have offices/firehouses at such other places within or without its state of incorporation, where it is qualified to do business, as its business and activities may require and as the BOD designates.

 

Article II

PURPOSES

 

Section 2.1 Specific Purposes – The purpose of the corporation shall be to:

a.     ensure the availability and accessibility of fire protection and suppression services for designated area;

b.     promote the teaching and practice of fire prevention and protection

c.     provide hazardous materials control;

d.     provide emergency rescue and emergency first responder services;

e.     procure and maintain equipment necessary for firefighters and emergency medical first responders;

f.      own, lease or utilize buildings for the fulfillment of the primary purposes of the corporation;

g.     provide other assistance to the public as deemed necessary.

 

Section 2.2 Non Profit Corporation Purpose – The Corporation is a non profit corporation and as such is subject to the provisions of Texas Non Profit Corporation Act and federal statutes.

 

Article III

BOARD OF DIRECTORS

Section 3.1 Composition –

a.     The BOD shall consist of 11 members without discrimination for gender, race/ethnicity, religion, income, marital status, physical disability, sexual orientation, marital status, age or national origin.

b.     The Fire Chief is one of the BOD members based on election by the firefighters of the LSVFD.

 

Section 3.2 – Selection of Directors – A prospective Board Member’s name is placed before the Board by the Board Development Committee. A majority vote of existing Directors denotes election.

 

Section 3.3 – Term of Office –

a.     The term of office for a Director is two years. Terms are staggered to replace half the Board each year.

b.     Terms of office shall commence in January at the regularly scheduled meeting.

 

Section 3.4 Functions

a.     The BOD:

  i. sets policy for the corporation;

                         ii. negotiates and approves contracts for services;

iii. determines area of protection with approval of the Fire

Marshall of Bexar County;

iv. submits grants for additional funding;

v. oversees fiscal responsibility and maintains the financial well being, of the Corporation;

vi. ensures that LSVFD honors mutual aid agreements with nearby Fire Districts;

                                               vii. selects bank or banks for corporation accounts;

                                              viii. approves annual budget;

                                                ix. sets date, time and place of annual meeting;

x. through implied powers may approve or perform such acts not prohibited by these Bylaws or Amendments.

b.   Individual Director responsibilities:

  i. attend all regular meetings and special meetings;

ii. adhere to the Bylaws of the Corporation;

iii. accept responsibility for setting policy and making long range plans for the Corporation;

                                                iv. participate in discussions and votes;

v. participate on committees to fulfill Board functions;

vi. submit resignations in writing to the President if unable to complete the term of office.

           

Section 3.5 Meetings

a.     Regular meetings shall be held on the second Tuesday of each month at a time and place set by the Board President.

b.     Special meetings may be called by the President.

c.     Directors shall be notified of all meetings and their purpose prior to the meeting.

d.     A majority of the members of the Board shall constitute a quorum for transaction of business at any meeting.

 

Section 3.6 Action By Written Consent

a.     Any action required or permitted to be taken at a Board meeting may be conducted between scheduled meetings via email with a majority of Board member responses.

b.     All actions taken in this manner must be added to the minutes of the next Board meeting.

 

Section 3.7 Filling a Board Vacancy

a.     In the event of a vacancy, the BOD may fill the remainder of the term by a majority vote from a list of prospective/potential candidates.

b.     If the position remains vacant until the next board election, the number of Directors necessary for a quorum will be adjusted accordingly.

 

Section 3.8 Dismissal of a Director

a.     A Director shall be dismissed for any of the following:

i.    use of the Director position to further ones own direct or indirect financial interests;

ii.   malfeasance deemed detrimental to BOD or the Corporation as determined by 2/3 vote of Directors present;

iii.  three consecutive unexcused absences.

b.     The removal of an director shall require a 2/3 vote of the BOD, excluding the director in question.

 

Article IV

OFFICERS AND THEIR FUNCTIONS

 

Section 4.1 Officers – The officers of the corporation shall consist of the President, Vice President, Secretary, and Treasurer.

 

Section 4.2 Term of Office – All elected officers of the Board serve for 2 years and may serve consecutive terms.

 

Section 4.3 The President shall perform the following duties:

a.     preside over all meetings;

b.     appoint chairpersons of all standing committees;

c.     serve as ex officio member of all committees;

d.     represent the Corporation at appropriate occasions;

e.     call special meetings as deemed necessary;

f.      execute all contracts of the corporation;

g.     sign papers of the corporation as deemed appropriate by the BOD as well as provided by law;

h.     perform acts and duties usually performed by an executive and presiding office;.

i.      have signature authority on LSVFD accounts;

j.      appoint ad hoc committees as deemed necessary.

 

Section 4.4 The Vice president shall perform the following duties:

a.     assume the responsibilities of the President in the absence of the President;

b.     perform other duties as directed by the Board or the President;

c.     have signature authority on LSVFD accounts.

 

Section 4.5 The Treasurer shall perform the following duties:

a.     be responsible for all the funds and securities of the Corporation;

b.     present financial reports at monthly meetings;

c.     work with a certified public accountant in review of the corporation’s financial status.

d.     prepare tax forms for submission to the IRS and other reports as deemed necessary;

e.     be responsible for timely payments (signature authority) of all invoices received and deposits of revenues received;

f.      have signature authority on LSVFD accounts;

g.     Chair the Budget and Fiscal Affairs Committee (BFAC).

 

Section 4.6 The Secretary shall perform the following duties:

a.     keep the minutes of the Board;

b.     keep a record of all firefighter runs and firefighter training;

c.     have signature authority on LSVFD accounts.

 

Section 4.7 The Fire Chief shall have the following duties:

a.     have the authority to appoint assistants as he deems necessary to manage the affairs of the Department;

b.     assume full charge of all firefighters, apparatus and equipment;

c.     recommend the purchase of new equipment;

d.     assure that adequate training programs are conducted;

e.     oversee background checks of all firefighters;

f.      maintain proper discipline in the department;

g.     report related firefighter activities at monthly Board meetings;

h.     provide reports as requested by the Board;

i.      perform other activities as requested by the Board.

 

Section 4.8 Election of Officers

a.     Election of officers shall occur at the December meeting in odd years.

b.     The terms of office shall begin in January of even years.

c.     No person shall hold more than one office at a time.

d.     Vacancies are filled by the BOD at the next meeting after the vacancy occurs.

 

Section 4.9 Ex Officio Members

a.     are all active members of the LSVFD;

b.     have the right and responsibility to attend and participate in Board meetings without the power of vote.

 

Article V

STANDING COMMITTEE

 

Section 5.1 Public Relations Committee shall:

a.     provide education and information about the Department;

b.     plan and implement an open house for residents of the service areas,

 

Section 5.2 Budget and Fiscal Affairs Committee:

a.     will consist of the Treasure as Chair of the Committee, the current President, one Board member and representatives of the LSVFD or others as deemed necessary;

b.     shall develop a tentative budget for the next fiscal year which runs October to September;

c.     present the budget in June for Board approval.

 

Section 5.3 Bylaws Committee reviews the Bylaws of the LSVFD and makes suggestions for improvement.

 

Section 5.4 Business Plan Development Committee shall:

a.     develop/revise the business plan annually;

b.     present plan in May to BOD;

c.     evaluate the assets of real property and/or equipment for consideration by the BOD as collateral for long term financing not to exceed 10 years for projects deemed necessary for the functions of the LSVFD.

 

Section 5.5 Grievance Committee shall:

a.     consist of Chairperson who will form a committee if deemed necessary;

b.     provide the mechanism for grievances to be addressed that arise from the LSVFD.

 

Section 5.6 Board Development Committee shall identify and maintain a list of prospective/potential Board members for presentation to the BOD as necessary.

 

Section 5.7 Grant Writing Committee shall evaluate opportunities to secure additional funds through grants and submit grants on behalf of the LSVFD.

 

Article VI

AMENDMENTS

 

Section 6.1 The Bylaws shall be reviewed by the committee at least once every five years proposed amendments may be presented to the BOD at any time.

 

Section 6.2 The proposed amendments shall be considered at the next regular meeting or at a special meeting of the BOD at which there is a quorum.

Section 6.3 Adoption of the proposed Bylaws requires 2/3 vote of Directors present at the meeting.

 

Article VII

DISSOLUTION

 

Section VII –Upon proper and legal dissolution of the corporation all net assets of the corporation, including monetary, equipment, real estate and all others will be contributed/donated to recognized non-profit organizations or other appropriate parties designated in contractual agreements.

 

Article VIII

LIABILITY, INDEMNIFICATION AND INSURANCE

 

 

Section 8.1 Non Liability Clause - No director, officer or member of a committee shall be liable when acting on behalf of LSVFD if such person is excused from liability under present or future provisions of the Texas Non Profit Corporation Act or under the Articles of Incorporation of the Corporation. Officers, directors or committee members shall be protected if in the exercise of ordinary care, such individuals acted in good faith and in reliance upon statements, valuations of information referred to in the Texas Non Profit Corporation Act.

 

Section 8.2 Indemnification – The Corporation shall indemnify its officers and directors to the fullest extent permitted by the Texas Non Profit Corporation Act or any other applicable laws as may be appropriate. The Corporation shall pay expenses incurred by these individuals in defending a civil or criminal action suit related to LSVFD responsibilities and duties in accordance with requirements imposed by the Texas Non Profit Act. The LSVFD shall further indemnify other parties as stated in existing or future contractual agreements.

 

Section 8.3 – Insurance – The BOD shall

a.     Have at its discretion, the power to purchase and maintain insurance for individuals who are serving on behalf of the Corporation, against any liability asserted against or incurred while performing such duties.

b.     Be responsible to maintain insurance on other assets as well as insurance upon its vehicles to cover minimum liability of the LSVFD and its members under the Texas Tort Act, as it exists and as it may be amended.

c.     Oversee that individuals who use their own vehicles in conducting LSVFD business shall maintain the minimum liability coverage under the Texas Tort Claims Act or other applicable state laws as it exists now or as amended in the future.

 

 

Article IX

PARLIAMENTARY AUTHORITY

 

Robert’s Rules of Order shall govern the procedures at all meetings, except as otherwise provided by the Bylaws adopted by the BOD.

 

Adopted July 16, 2008