CONSTITUTION AND BY-LAWS OF THE ASSOCIATION OF FIRE DISTRICTS OF THE CAPITAL AREA, INC

The name of this association shall be the Association of Fire Districts of the Capital Area, Inc.

The purpose of this Association shall be to further the interests and welfare of the Fire Districts, Fire Protection Districts, and Village Fire Departments within the Counties of Albany, Fulton, Montgomery, Rensselaer, Saratoga, Schenectady, Warren and Washington to supply information and assistance to member fire service organizations, to promote legislation favorable t the fire service, and to keep the public informed of the needs and activities of our member fire service organizations.

The following shall be the six (6) classes of membership;

Shall be open to all Fire Districts in the Capital Area as defined by Town Law. This membership in the Association shall extend to and included Fire District Commissioners, Fire District Secretary and or Treasurer, Deputy Secretary and or Treasurer and Fire District Counsel whose individual membership in the Association shall continue for and during the membership in the Association of any eligible Fire District.

Shall be open to all Fire Protection Districts in the Capital Area that provide protection of residents and property of their municipality which is not furnished by a Fire District. This membership in the Association shall extend to and include the officers of their governing board and their Counsel.

Shall be open to all Fire Village Fire Departments in the Capital Area that provide protection of residents and property of their municipality not furnished by a Fire District. This Membership in the Association shall extend to, and include, the officers of their governing Board and their Counsel.

1) Shall be open to other fire service related organizations providing fire protection in those counties serviced by this Association.

2) Shall be open to businesses that provide services or products to the fire service organizations in those counties serviced by this Association.

3) Shall be non-voting members of the Association.

Shall be those individuals as may be elected to such membership by this Association at any general membership meeting.

1) Shall be non-voting members of the Association.

Shall be open to individuals who have held and elected or appointed Fire District Office for a minimum of ten (10) years. Ex-Officio members shall;

1) Have the privilege of attending meetings

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2) be eligible to serve as a voting member of the Board of Directors and committees of the Association

3) be eligible to attend the annual installation banquet at the member’s own expense or at the expense of their home fire district/organization

4) be eligible to hold the office of Secretary/Treasurer or any appointed position

5) not be required to pay dues annually

6) not be required to be a current fire district officer

The qualification for holding office in this Association shall be that every officer, during their term of office must be a Fire District officer in a member organization.

A. Each Fire District, Fire Protection District, and Village Fire Department shall have one vote per organization on all matters.

D. The election of officers shall be held at the fall general membership meeting of the Association. Names may be added to the approved slate 30 days prior to the fall general membership meeting.

E. If there is more than one nomination for any office to be filled at the fall general membership meeting, voting shall be by secret ballot with each member organization having one vote. If there is only one nomination for each office to be filled, the election may be by voice vote authorizing the Secretary to cast a single ballot for the person nominated for each office.

F. Each Fire District, Fire Protection District, and Village Fire Department shall have one vote per organization in the matter of elections.

G. On matters voted upon by the Board of Directors, each Executive Officer shall have one vote and a Director representing each County shall have one vote.

A. President;

1) Shall preside at all meetings of members, general or Directors, shall call special meetings of the members at their discretion or at the request of the Board of Directors.

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2) Shall appoint members for all committees and shall be an ex-officio member of all committees.

3) May appoint a Sergeant-at-Arms and Chaplin. If appointed, the Chaplin is not required to be a member of any member organization.

4) The President may receive an expense account based on the most current Federal per diem rates, or if at a higher rate, by written justification, approved by the Board of Directors on a yearly basis for the purpose of attending Fire District officers meeting representing this Association, which are held outside the boundaries of this Association but within the State of New York. This account may be used to reimburse the expenses of another officer or duly authorized delegate appointed by the President.

B. First Vice President

Shall preside at all meetings of the members in the absence of the President and may be appointed by the President as the Chairman of the Board of Directors, and shall have other duties are as delegated by the President.

C. Second Vice President

D. Secretary/Treasurer

1) Shall keep all records of the Association and keep the minutes of all meetings as well as read all proposed amendments to the By-Laws submitted and shall act as the secretary to the Board of Directors conducting any and all necessary correspondence on behalf of this Association.

2) Shall give notice of all meetings to the members entitled to receive said notice, shall receive keep and maintain a file of registration forms of all members from each member organizations and have them available at each meeting of the members for use by the presiding officer.

3) The Treasurer shall collect all dues and shall be the custodian of all funds of the Association, and shall keep all Association funds in such bank accounts as may be designated by the Board of Directors. The treasurer shall send to all member organizations the Registration Form and Bill for membership, pay bills of the Association, keep accurate financial records of all transactions and shall present a brief report at each meeting. The Treasurer shall submit a detailed financial report to the Board of Directors at year’s end, which is to be audited by the Auditing Committee and approved at the Spring general membership meeting. The Treasurer shall be bonded at the expense of the Association in the amount of $50,000 and shall transfer money into and out of investment accounts only at the direction of the Board of Directors.

4) The Secretary/Treasurer shall be paid a salary as determined by the Board of Directors.

E. Deputy Secretary/Treasurer

Shall act in the capacity of the Secretary/Treasurer in their absence and shall be paid at a rate determined by the Board of Directors for only services rendered.

F. Sergeant of Arms

If appointed by the President shall be the custodian of the Association banner, which shall be displayed as appropriate at meetings and gatherings, shall lead the Pledge to the Flag at meetings and conduct any raffle as appropriate.

G. Chaplin

H. Directors

Shall act as liaisons between the Association and the organizations within the Counties they represent. Directors shall be approved by the Board of Directors and the Executive Board.

1) Directors shall be chosen, nominated or self nominated for the position.

a. Directors shall be chosen from organizations that are dues paying members of the Association of Fire Districts, Capital Area.

b. Directors must be a currently sitting Commissioner from a member Fire District or must receive a written letter of endorsement from the organization they represent, if they are not a sitting commissioner.

B. Shall be composed of the elected officers, the immediate past president, the committee chairs, plus one member and three alternates from each of the counties from which member organizations are enrolled.

C. Each county represented on the Board of Directors shall have one vote in matters before the Board. Board members representing counties from which the members are enrolled may also serve as Officers of this Association. Should a County Director also serve as an Elected Officer, an alternate County Director, if filled, shall be entitled to cast a vote representing the County from which they serve? If the County Director’s position is vacant, the Officer of the Association shall have only one vote.

D. Shall act on any and all matters of this Association business between general membership meetings on behalf of the County organizations they represent. A full report of such actions shall be made at the general membership meeting and the Board shall have the power to form Association policy subject to the approval of the members at the next general membership meeting.

E. Shall have the power, for good cause, to change the date or place of general membership meetings, with notice to the members given at least 14 days before the date of such meeting.

F. The expenses of any general or special meeting of the Board of Directors shall be paid for by the Association.

G. The Board shall authorize deposit into and out of, investment accounts.

A. General membership meetings shall be held at least twice annually once in May and once in November.

B. Election of officers shall be held at the November meeting. Additional general membership meetings shall be scheduled as determined by the Board of Directors and Executive Board.

C. The Board of Directors shall meet at least four times annually, in January, April, July and October prior to holding annual elections.

D. Special meetings of the membership shall be held at any time when called by a vote of the Board of Directors or at the discretion of the President.

E. Meetings shall be held at a location determined by the Board of Directors and Executive Board and shall be announced by mail or any other acceptable means to members entitled to receive said notice.

F. The attendance at a general membership meeting of 10% of the dues paying member organizations will constitute a quorum.

G. At a Board of Directors meeting, a quorum shall consist of a combination of at least six Officers and Directors.

H. Each host fire district shall receive an amount, if required, to defray expenses of refreshments at its meeting by a vote of the membership present at the meeting.

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I. The following persons shall be eligible to attend general membership meetings;

1) Any duly elected or appointed commissioner, secretary, treasurer or any other officer of said member Fire District and its duly appointed counsel.

2) Any duly appointed or elected representative from a member fire service organization

All such persons shall be entitled to enter into discussions, to propose resolutions and propose changes to the by-laws or to second such resolutions at such meetings.

J. Roberts Rules of Order shall govern and control the conduct of all meetings of this Association or any duly appointed committee, where they are not in conflict with the provisions of the By-Laws.

The yearly membership dues shall be as follows and shall be based on total assessed valuation of the area served by the Fire District/Organization;

Districts/Organizations under $150 million $50.00 annually

Districts/Organizations over $150 million $100.00 annually

Associate Members $50.00 annually

The order of business at meetings shall be as follows, (omit any items not pertinent)

1- Poll for a Quorum

2- Open meeting by Presiding Officer

3- Pledge to the Flag

4- Pass Sign In Sheet

5- Self Introduction of members present

6- Approval of Meeting Minutes

7- Treasurer’s Report

8- Report of the Board of Directors

9- Report of State Directors

10- Report of Officers

11- Report of Committees

12- Communications

13- Old Business

Nominations or elections of officers if required

14- New Business

15- Review of Task Assignments

Who, what, suspense date

16- Adjournment

A. A vacancy in any office (or committee) shall occur upon death or resignation, or upon the incumbent ceasing to be an officer of a member Fire District or lapse of membership of a Fire District with which an Officer (or Committee member) is associated. A vacancy of an office shall be created when an Officer fails to attend 80% of the general membership and Director meetings of this Association.

1) A vacancy in the office of President shall be filled by the First Vice-President for the remainder of the unexpired term.

2) A vacancy in the office First Vice President shall be filled by the Second Vice-President for the remainder of the unexpired term. Page 7 of 7

3) A vacancy in the office of Second Vice-President shall be appointed by the Board of Directors and Executive Committee for the unexpired term of office.

4) A vacancy on any committee shall be filled by appointment by the President.

A. The Secretary/Treasurer shall, in the case of illness or hospitalization of an active member, send an appropriate greeting in the name of the Association.

B. The Secretary/Treasurer shall upon the death of a past member, active member or spouse of an active member, send a sympathy card or in the case of the death of an active member send an appropriate expression of sympathy or donation to the organization indicated by the family in an amount not to exceed $25.00. One or more Association Officers or Directors shall attend the wake or funeral service to represent the Association.

A. Any amendments to this Constitution and By-Laws shall be delivered to the Secretary/Treasurer which shall be read under the title of "New Business" at the first meeting after delivery. The notice of the next meeting shall contain information as to each By-Law that is proposed to be amended.

B A two-thirds vote of those authorized to cast ballots present and voting at the next general membership meeting shall be required to approve said amendment(s) which shall take effect immediately.

C The provisions of this Constitution and By-Laws were approved by the membership at the meeting held on May 15, 2010.