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MSVFA Bylaws:

Minnesota State Volunteer Firefighters Association

(MSVFA)

By-Laws

Organized July 4th 2007

Click here for a print version

Minnesota State Volunteer Firefighters Association (MSVFA)
Revised 01-14-2008 (C) 2007 Minnesota State Volunteer Firefighters Association (MSVFA)

Table of Contents



Revision Log;

Minnesota State Volunteer Firefighters Association

By-Laws

ARTICLE I – NAME and OBJECTIVE


MISSION STATEMENT:

OBJECTIVES:
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ARTICLE II – MEMBERSHIP

Applications for membership shall be made to the Secretary. All memberships shall be granted upon a majority vote of the Board of Governors. An appropriate membership card shall be issued to each member of the Association, including Honorary and Lifetime members. Membership in this association shall consist of five classes:

2.1 Active members must be: Active or retired non-chief officer members of all regularly organized volunteer fire departments (volunteer, paid-on-call) in Minnesota, the Minnesota Department of Natural Resources (MN DNR) Firefighters and the U.S. Forest Service Firefighters.

Any member of the Association entering the Armed Forces of the United States shall remain a member in good standing, without further payment of dues until 90 days after release from active military service. Association members leaving the fire service may remain members as long as they pay their dues.

An ACTIVE member is entitled to:

2.2 Associate Members: All active members that have accepted the following ranks; Fire Chief, Assistant Chief, Deputy Chief, Battalion Chief, District Chief, Chief of Training or any other rank of Chief shall become an associate member at that time. Associate members may attend all meetings but may not vote and shall not hold office or serve on committees. Dues will increase at the time of Associate Member status takes affect.

2.3 Honorary members must be qualified citizens and of good moral character, who have made a respectable contribution to the fire service and must have demonstrated their interest in the fire service. Honorary Members may participate in all celebrations of the Association and attend all meetings but shall not participate nor have a vote. All active volunteer or paid on call firefighters are hereby granted the status of honorary firefighter, and upon written application and shall have the option of converting this status to Active status upon payment of annual dues to the Association on an annual or multi-year basis.

2.4 Life membership may only be bestowed on fire fighters who have made a respectable contribution to the Fire Service, distinguished themselves in the fire service and the affairs of the Association. Recommendations for life membership must be submitted by the active member of the Association to the Executive Committee for a determination of eligibility and approval or disapproval. If approved, the Executive Board will present the name(s) for vote under New Business at the next annual meeting. Each Executive Board member leaving office in good standing shall be granted life membership in the Association. Lifetime members shall be accorded all privileges of the Association, including the right to vote. Life Members who are currently serving as a chief officer as defined in section 2.2 shall lose voting privileges.

2.5 Corporate Members: All representatives of a registered corporation organizations dealing with apparatus, equipment, supplies, or services used by the fire service may apply to become a corporate member. Corporate members may attend all meetings and participate, but may not vote or hold office in the Association and are not eligible for participation in any Association benefit packages, other than training sessions.

2.6 The Association mailing list of members is deemed exclusive to the Officers of the Association and is not available for reproduction by any person, agency or organization without permission.

2.7 MEMBERSHIP DUES

2.7.1 Annual dues for membership in the Association shall be $10.00. Persons desiring to become an Active member of the Association shall make application to the Secretary. If the applicant is eligible, membership shall be granted. Dues paid by any member can be paid in multiples (more than one year) at a time. Associate Membership member of the Association shall make application to the Secretary. Dues payable to the Association shall be $30.00 per member.

2.7.2 Honorary and Lifetime members shall pay no dues.

2.7.3 Corporate members annual dues shall be based on levels per year. Entities desiring to become a corporate member of this Association shall make application to the Secretary. If the applicant is eligible, membership shall be granted.

2.7.4 The membership year shall extend from the first day of January through the thirty-first day of December. After the first year of membership, dues are payable prior to the first day of each calendar year.

2.7.5 The Board shall have the ability to change the dues structure from time to time, to best accomplish the Association’s business.

2.7.6 Upon termination of membership for cause or otherwise, a member is not entitled to any refund of dues paid.



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ARTICLE III – MEETINGS of MEMBERS

3.1 Annual Meetings: This Association shall hold its annual meeting in such place, and at such time, as designated by the Conference Committee. The annual meeting of this Association shall be limited to three calendar days. The date and location of the next annual meeting shall be designated by a majority vote of the general membership session. If no place is selected for the annual Meeting, the Executive Committee shall secure a meeting place. A failure to hold an annual meeting shall not dissolve the Association.

3.2 Order of Business

The Order of Business may be changed at any time by a majority vote of the meeting with the exception of the election of Officers.

3.3 Notice of Meetings: Printed notice of all membership meetings shall be mailed to all members of the association and to each department who has members of the association no less than 30 days prior to the meeting.

3.4 Quorum: The members present at any properly announced meeting shall constitute a quorum.

3.5 Voting:

3.5.1 Active members with current dues paid and registered as delegates shall be eligible to vote. Active Members not attending a meeting may vote by proxy. An Active Member’s dues must be paid thirty days prior to the meeting date to be eligible to cast a vote.

3.5.2 Lifetime members who are registered as delegates shall be eligible to vote. Lifetime members, not attending may vote by proxy. Life Members shall retain voting privileges.

3.5.3 Associate and Honorary Members do not have voting privileges.

3.5.4 Simple majority will determine Approval/Disapproval.

3.6 Special Meetings: A special meeting may be held at such time and place as the interest of the Association may require but they shall be confined to the business for which they were called. The Chair, or in his absence, the Vice-Chair, may call such meetings, with the consent of a majority of the members of the Board of Governors.


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ARTICLE IV – OFFICERS OF THIS ASSOCIATION BOARD OF GOVERNORS

The officers of this Association shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, and seven Regional Governors and this shall constitute the Board of Governors.

4.1 Terms: Terms or length of service as an Officer or Governor are as follows;

• Chair – Four year term elected on the even calendar year.
• Vice-Chair – Four year term elected on the odd calendar year.
• Secretary – Four year term elected on the even calendar year.
• Treasurer – Four year term elected on the odd calendar year.
• Regional Governor – Four year term. Term will start January 1st each year.

Region Governors and alternates are elected at the Regional level representing their constituents wishes to the Association. Regions shall have the same procedure followed as the Executive Board in that even numbered regions will elect for five years at the

Associations inception and odd numbered regions will be for four years to stagger elections.

For the purposes of this Association’s inception the following will hold and be enforced through the first election period, the Chair and the Secretary shall be for five years.

The Board of Governors’ shall be deemed the representative body of the Association, empowered by the members to oversee the operations and conduct of the Executive Committee.

Officers serving as Executive Officers may also serve as Regional Governors’.

In the event of a vacancy among the elected Officers same shall be filled by an appointment made by the Chair, or, in the case of the Chair, by the Board of Governors’ through a majority vote.

4.2 Meetings and Notice: The Board of Governors shall meet at least quarterly when feasible, at an agreed upon time and place. All Board meetings shall be noticed via the website no less than 14 days prior to the meeting.

4.3 Elections: The Chair, Vice Chair, Secretary, and Treasurer shall be appointed by the Board of Governors’ at the annual meeting. The successful candidates must receive only a simple majority of the votes cast. Candidates must be registered and present at the meeting to be eligible for appointment, unless providentially hindered and this requirement waived by the Board of Governors.

4.4 Regional Governors: The regions shall be numbered one through seven. The Regions and the Governors of the Association shall consist of firefighters in each region by county of;

4.4.1 Region 1
Beltrami, Clearwater, Cook, Itasca, Kittison, Koochiching, Lake, Lake of the Woods, Marshall, Pennington, Polk, Red Lake, Roseau, St. Louis

4.4.2 Region 2
Becker, Clay, Douglas, Grant, Hubbard, Mahnomen, Norman, Otter Tail, Pope, Stevens, Traverse, Wadena, Wilkin

4.4.3 Region 3
Aitkin, Carlton, Cass, Crow Wing, Mille Lacs, Morrison, Todd

4.4.4 Region 4
Anoka, Benton, Chisago, Isanti, Kanabec, Pine, Ramsey, Sherburne, Stearns, Washington,

4.4.5 Region 5
Big Stone, Chippewa, Kandiyohi, Lac Qui Parle, Lincoln, Lyon, Meeker, McLeod, Renville, Swift, Wright, Yellow Medicine

4.4.6 Region 6
Blue Earth, Brown, Cottonwood, Faribault, Jackson, Le Surer, Martin, Murray, Nicollet, Nobles, Pipestone, Redwood, Rice, Rock, Sibley, Waseca, Watonwan

4.4.7 Region 7
Carver, Dakota, Dodge, Fillmore, Freeborn, Goodhue, Hennepin, Houston, Mower, Olmsted, Scott, Steele, Wabasha, Winona

4.4.8 All officers and governors or their designated alternate must attend all Board Meetings, unless excused by the Chair.


Minnesota State Volunteer Firefighters Association Regions


4.5 Quorum: Three Executive Committee members and three Board of Governors members shall constitute a quorum (6 total). A quorum must be present for business transactions to take place and motions to pass.

4.6 Officers and Duties:

The Oath of office shall be:

I do accept the office of the same now placed upon me without mental reservation. I promise to perform my duties without fear or favor to the best of my ability. Having in mind the good of the Association and its membership, I will counsel with the other officers as to the best course to pursue at all times.

All officers (elected and appointed) shall take the oath of office.

4.6.1 The Chair will be the Chief Executive Officer of the Association and preside at all meetings. The Chair announces all appointments to committees, as specified in the By Laws and appointed by the Board and signs all orders duly granted by the Association or Board of Governors.

4.6.2 The Vice-Chair shall assist the Chair in the performance of his/her duties. The Vice-Chair shall perform such duties as may be required of them by the Association in meeting assembly. The Vice-Chair shall assume the duties of the Chair in the event of death, disability, or other inability of the Chair to serve.

4.6.3 The Secretary shall;

4.6.3.1 The Secretary shall attend all meetings of the Association, and when requested, the meetings of its committees. Should he be unable to attend an Annual Meeting he shall have a Representative present and arrange for all necessary books and papers to be available.

4.6.3.2 In case the Secretary should, through sickness or absence, or some other unavoidable cause, be unable at any time to perform the duties of that office, a competent person shall be designated to act in the position. Subject to the approval of the Executive Committee.

4.6.3.3 Upon retiring from office, the Secretary shall deliver to the Executive Committee all the equipment, books and papers in his/her possession appertaining to his/her office.

4.6.3.4 All equipment, books, papers and property of the Association shall at all times be at the disposition of the Executive Committee, for examination, within forty-eight hours after due notice.

4.6.4 The Treasurer shall;

4.6.4.1 The Treasurer shall attend all meetings of the Association, be fully prepared to answer or discus the financial issues and when requested, attend the meetings of its committees as requested. Should the Treasurer be unable to attend an Annual meeting the Treasurer shall have a Representative present and arrange for all necessary books and papers to be available.

4.6.4.2 The Treasurer shall, at each annual meeting, make a report, in writing, of all sums of money received and disbursements made, showing the balance, if any, in the treasury or investments.

4.6.4.3 The Treasurer shall, before entering office, shall be bonded and surety in the sum of ten percent of the associations assets determined yearly, for the faithful discharge of these duties. The Executive Committee shall have the authority to increase the amount of the bond as desired. The bond must be satisfactory to and approved by the Board of Governors.

4.6.4.4 All equipment, books, vouchers, papers and property of the Association shall at all times be at the disposition of the Executive Committee, for examination, within forty-eight hours after due notice.

4.6.4.5 In case the Treasurer should, through sickness or absence, or some other unavoidable cause, be unable at any time to perform the duties of that office, a competent person shall be designated to act in the position. The designation of the person to act in the vacant position shall be subject to the approval of the surety bond and the Executive Committee.

4.6.4.6 Upon leaving office, the Treasurer shall deliver to the Executive Committee all the equipment, books and papers in his/her possession appertaining to his/her office. The Finance Committee shall validate and properly check the books. If found correct, the Finance Committee shall approve them, and turn them over to the Executive Committee, who shall cancel the Treasurer's bond and turn the books and papers over to the successor of the office. This shall be done within 30 days.

4.6.4.7 The Treasurer shall deposit in such bank or banks so designated by the Association, all monies received by him that belong to the Association, over and above the amount of fifty dollars. These deposits should be made in the name of the Association, and can only be drawn by check against the same.

4.6.5 The Association may accept donations and monies from advertisements. All checks shall be made payable to the Minnesota State Volunteer Firefighters Association (MSVFA).

4.7 Removal from Office: This Association shall have the right to remove from office any Officer of the Association for any corrupt act while in Office. It shall also have the right to remove from its membership any officer or member of the Association for any corrupt act for conduct unbecoming to an Officer or member of the Association, after charges in writing have been preferred and the defendant given due notice of said charges and an opportunity to be heard in his own defense. All matters shall be referred to the Ethics Committee for disposition.

4.8 Vacancies: When a vacancy on the board exists mid-term, the Secretary must receive any nominations from present board members at least 20 days in advance of a board meeting. These nominations shall be sent to board members with the meeting announcement, to be voted on at the meeting. The vacancy will be filled only to the end of the particular board member’s term.

4.9 Resignation, termination and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining governors.

4.10 Board of Governors Meetings; Board of Governors meetings may be called by the Chair, with the consent of a majority of the members of the Board of Governors. In all cases of Board of Governors meetings the items to be considered must be stated in the call.

4.11 The Board of Governors shall administer all the personal property of the Association with full power to administer the estate of the Association for the sole use and benefit of this Association. The Board of Governors shall meet on call of the Chair, or on call signed by a majority of Board of Governors. Board of Governors members shall submit written reports, requests for items to be included on a meeting agenda must be made to the Executive Committee prior to their scheduled meeting.



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ARTICLE V – COMMITTEES

Standing Committees: The Chair shall appoint the following standing committees, which shall consist of no fewer than three members each nor more than ten. Their written reports shall be made to the Board of Governors of the activities of the Committee within two weeks after each meeting.

The following committees that shall consist of a minimum of three members:

5.1 - Audit Committee The Audit Committee shall:

5.2 - Conference Committee The Conference Committee shall:

5.3 - Credential Committee The Credentials Committee shall:

5.4 - Education and Competitions Committee The Education and Competitions Committee shall:

5.5 - Ethics and Professional Responsibility Committee The Ethics and Professional Responsibility Committee shall:
The MSVFA Ethics and Professional Responsibility Committee is an advisory group appointed by the Chair. It reviews, on request, ethical or moral questions that may come occasionally. Committee members include the vice Chair, two members of the Board of Governors, three active members, and one honorary member.

5.6 - Executive Committee The Executive Committee shall:
The Executive Committee of the Association shall consist of the Chair, Vice Chair, Secretary, Treasurer and three Regional Governors.

5.7 - Firefighters Memorial And Benevolence Committee

5.8 - Financial Advisory Committee The Financial Advisory Committee shall:

5.9 - Legislative Committee The Legislative Committee shall:

5.10 - Media Committee. The Media Committee shall:

5.11 - Membership Awards and Recognition Committee The Membership Awards and Recognition Committee shall:
The Membership Awards and Recognition Committee does not necessarily have to serve as the award selection committee.

5.12 - Nomination Committee The Nominating Committee shall:

5.13 - Public Relations Committee The Public Relations Committee shall:
The Public Relations Committee strives to ensure effective communication within the Association and throughout its greater community by evaluation of communication needs, assistance to Association committees, and projects of its own.

5.14 - Resolutions and Bylaws Committee The Resolution Committee shall:


5.15 - Other Committees

5.16 - Other Positions at Meetings



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ARTICLE VI – EXPENSES

All approved expenses incurred while performing official duties for the Association shall be reimbursed by submitting the appropriate form on a monthly basis and as they are submitted, according to the adopted reimbursement schedule.


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ARTICLE VII – DIRECTOR and STAFF

The Board of Governors shall have the authority to hire an executive Director, and office support, providing that this is determined necessary by the Board of Governors at a meeting of the Board of Governors.



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ARTICLE VIII – AMENDMENTS

8.1. By-Laws of the Association or any portion or section thereof, can be amended by any voting member by submitting said amendment in writing at a regular meeting of the Executive Committee where it shall be read and referred to the constitution and by-laws committee which shall study the amendment and make a report to the Board. Amendments can only be adopted by a two-thirds majority vote of those votes cast at the Annual meeting. Proxy votes are allowed.

8.2 The consideration of any proposed amendments to the By-Laws, or Rules of Order, which have been acted upon by the Executive Committee, shall be an item of business at the annual meeting.

8.3 All amendments, alterations or revisions of any part of this By-Laws or Rules of Order shall take effect upon their adoption by the meeting, unless otherwise specified in the amendment.

8.4 All business meetings of the Association shall be conducted in accordance with Robert's Rules of Order and direction from Article X.



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ARTICLE IX – GENDER

The Minnesota State Volunteer Firefighters Association shall not discriminate relative to membership and privileges because of sex, race, or national origin and all references in these by laws to one gender shall mean to include both genders.



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ARTICLE X – RULES OF ORDER

1. The presiding officer shall preserve order and decorum; all questions of order shall be decided by the presiding officer, after consulting with the Parliamentarian, subject to an appeal to the Association.

2. Every member, when speaking shall be standing in his/her their place, address the presiding officer, giving their name, place of residence, and organization to which they belong. Same shall be recorded in the minutes. The speaker shall omit personalities and confine themselves to the question under debate.

3. When two (2) or more members shall rise at once the presiding officer shall name the one who shall speak first.

4. A member called to order shall immediately sit down, unless permitted to explain by the Chair; if there be no appeal the decision shall be conclusive.

5. Every member shall vote unless excused by the Association, but no member shall vote on any question in which they shall have a direct, individual or pecuniary interest, and the presiding officer shall only vote in case of a tie.

6. The ayes and nays shall be taken and entered in the minutes of the Association, if requested by one-fifth of the members present.

7. All business not provided for in these By-Laws shall be transacted according to "Robert's Parliamentary Rules of Order"


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ARTICLE XI – INDEMNIFICATION

The Association shall indemnify, to the fullest extent permitted by law and this Article, any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (and any appeal therein), whether civil, criminal, administrative, arbitrative, or investigative and whether or not brought by or on behalf of the Association, by reason of the fact that such person is or was an Executive Board Member, officer, employee or agent of the Association, or is or was serving at the request of the Association as an Executive Board Member, officer, partner, trustee, employee, or agent of another Association, partnership, joint venture, trust, or other enterprise or as a trustee or administrator under an employee benefit plan, or arising out of such party's activities in any of the foregoing capacities, against all liability and litigation expense, including reasonable attorneys' fees; PROVIDED, HOWEVER, that the Association shall not indemnify any such person against liability or expense incurred on account of such person's activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Association or if such person received an improper personal benefit from such activities.

The Association likewise shall indemnify any such person for all reasonable costs and expenses (including attorneys' fees) incurred by such person in connection with the enforcement of such person's right to indemnification granted herein.

The Association shall pay all expenses incurred by any claimant hereunder in defending a civil or criminal action, suit, or proceeding as set forth above in advance of the final disposition of such action, suit, or proceeding upon receipt of and undertaking by or on behalf of such claimant to repay such amount unless it ultimately shall be determined that such claimant is entitled to be indemnified by the Association against such expenses.

The Executive Board of the Association shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by this Bylaw, including without limitation, (a) a determination by a majority vote of disinterested directors (i) that the activities giving rise to the liability or expense for which indemnification is requested were not, at the time taken, known or believed by the person requesting indemnification to be clearly in conflict with the best interests of the Association and (ii) that the person requesting indemnification did not receive an improper personal benefit from the activities giving rise to the liability or expense for which indemnification is requested, and (b) to the extent needed, giving notice to the members of the Association.

Any person who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.

Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw.

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ARTICLE XII – LIQUIDATION AND DISSOLUTION

The articles of incorporation provide that the remaining property of the Association shall, in the course of liquidation and dissolution, be transferred to a volunteer firefighter foundation in Minnesota.

(C) 2007 Minnesota State Volunteer Firefighters Association (MSVFA)

Revision History

• Added the word “information” to section 1.4 of the Mission Objectives sentence #1
• Added a revision history section to the Bylaws

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