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By-Laws of the Elsanor Fire Department and Rescue Unit, Inc.

Article V.

1. Term of Service.  At the regular annual meeting of the members the directors will be elected for two years and officers for one year from the active membership. Date of this election shall be one year from the date of acceptance of Charter and shall be annually thereafter. With nominations accepted from the floor, from among those active members present. An officer shall be deemed elected if he or she receives a majority vote of the membership in attendance at such meeting. Those elected to hold office shall assume their duties January 1st of the following year.

2. Qualifications. Each Director is to be a resident of the State of Alabama and Elsanor Community and needs to be a member of this Corporation.

3. Removal of Directors and Officers. A director or Officer may be removed from office by a two-thirds vote of the active members present at any regularly scheduled meeting of the members or one called for that special purpose when such action will serve the best interests of this corporation.

4. Vacancies. Any vacancy occurring in the board of Directors or Officers shall be filled by a majority vote of the members of this Corporation present at a special meeting called for that purpose. A director or Officer elected to fill a vacancy shall be elected for the un-expired term of his or her predecessor in office.

5. Chairman of the Board. The Board of Directors shall select the Chairman of the Board on an annual basis with such selection to be held at the first Board meeting after the annual meeting of the members. The Chairman shall preside over all meetings of the Board of Directors.

6. Regular Directors meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of the members.

7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. The person or persons authorized to call special meetings of the board may fix the time and place for holding the special meeting of the Board called by them. A 30 day notice to the entire community must be giving, stating the specific item of business. This item of business is the only thing that can be acted on at this special meeting.

8. Notice of Special Directors Meetings. Written or printed notice stating the place, day, and hour of any special meeting of the Board of Directors will be delivered to each Director not less than two or more than five days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary, or the Directors calling the meeting.

9. Action of Directors Without a Meeting. Any action required by law to be taken at a meeting o f the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

10. Quorum for Transaction of Business. A majority of the whole Board of Directors shall constitute a quorum for the transaction of Business; provided, that in no event shall a quorum consist of less than one-third of the whole Board.  The act of a majority of the Directors present at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by law, the Articles of Incorporation, of these By-Laws.

11. Committees. The Board of Directors shall have the power to create or terminate committees, each of which  shall consist of two or more Directors.  Any committees so created may be created for a specified duration or for an uncertain period.  The committees shall have such power as the Board of Directors may give to such committees.  The power of committees shall be stated in the resolution that creates said committees.

12. Compensation. Directors  as such shall not receive any stated salaries for their services.

13. Composition of Officers. The officers of this Corporation shall consist of a President, Vice-President, Secretary, Treasurer, Chief and Assistant Chief.  Additional offices may be established, as may seem advisable, by amendment to these By-Laws.  Any two or more offices may be held by the same person, except the offices of President and Secretary cannot be held by the same person and the offices of Chief and Assistant Chief cannot be held by the same person.

14. Method of Selection of Officers. The President, Vice-President, Secretary and Treasurer shall be elected by a vote of the members of the Corporation.  The Chief shall be appointed by the directors and officers, and the Assistant Chief shall be appointed by the Chief.

    (a)  If, for any reason, the election of officers shall not be held at such annual meeting of  the  members, such election shall be held as soon thereafter as possible and all officers shall continue in office until their successor has been elected.

    (b) Any elected officer shall be eligible to succeed himself or herself in office.

15. Removal of Chief and Assistant Chief. The removal of the Chief or Assistant Chief shall be by a vote of at least one-half of the Officers and Directors of the Corporation at a special meeting of the Officers and Directors called for that purpose.  Such removal will create a vacancy that may be filled at the  same special meeting or as soon thereafter as convenient.

16. Removal of Elected Officers. Any elected officer may be removed in the following manner.  Any member may petition the Board for the removal of such officer.  Upon receipt of such petition  the Officers and Board shall call a special meeting of membership.  At such special meeting a 2/3 (two-thirds) vote of the membership will remove the officer.  Such removal will create a vacancy that may be filled at the same special  meeting or as soon thereafter as convenient.

17. The President. The President shall preside at all  meetings, maintain order and conduct business in accordance with the By-Laws; shall order all disbursements of funds through the Treasurer; shall appoint all special committees with the concurrence of other members of the governing body; shall assure that no expenditure of funds are made without the concurrence of two-thirds of the governing body.  In addition, the President shall assume any other duty appropriate to the conduct of community business.

18. Auditing Committee. It shall be the Presidents responsibility to appoint an annual auditing committee, which shall consist of three members who are in good standing.  These persons are to conduct an audit of all financial business conducted during the preceding 12 months.  A report shall be made in writing, signed by each member of the auditing team and presented to the President not later than 30 days prior to the election of new officers.

19. The Vice-President. The Vice-President shall assist the President in the conduct of business and shall conduct meetings in the absence of the President.  Should the President vacate, the Vice-President shall assume those duties until election of new governing body.  The Vice-President shall notify governing body of meetings called by the President.

20. The Secretary. The Secretary shall keep a true and accurate account of all proceedings during each meeting of the members and of the Board of Directors.  These records are to be maintained in separate books and in such a manner as to be available for inspection by any member of the Corporation/Organiza-tion.  Should the Secretary not be available for a meeting, this book wherein notes and minutes are kept shall be delivered in sufficient time at the meeting place.  The Vice-President or such other member as directed by the President shall take down the proceedings.  The Secretary shall conduct the duties in such a manner as to assure the orderly conduct of business records keeping; shall keep a record of attendance of the governing body; shall read the previous months minutes at each meeting, for approval; shall keep a record of those Firemen responding to fire calls; shall keep a record of all fire-fighting excursions and attend to such other correspondence as necessary in the conduct of organizational business,  and in general perform all duties incident  to the office of Secretary and such other duties incident to the office of Secretary ad such other duties as from time to time my be assigned to the Secretary by the President or by the Board of Directors.

21. The Treasurer. The Treasurer shall keep true and accurate records, received at least monthly, from an accounting firm retained by the Elsanor Volunteer Fire Department and Rescue Unit, Inc.  These records shall be maintained in such a manner to always be ready for inspection.  A financial report shall be read at each general membership meeting and shall cover assets, expenditures and financial obligations of the organization at that time.

22. Responsibility of Proper Conduct. All Officers and Board of Directors are charged with the responsibility for the proper conduct of the organization  business matters.  They are charged with the responsibility in assuring nothing is done which would conflict with the Laws of the State of Alabama.  They shall make whatever rules are necessary to assure performance of their assigned mission, which is to preserve life and property, as long as these rules are not in conflict with  the Law of the State of Alabama.

23. Complaints and/or Criticisms. All complaints and or criticisms shall be resolved  by the Officers and Board of Directors.

24. Regular Business Meetings. Meetings shall be conducted not less than monthly and at such other times as called by the President.

25. Financial Responsibilities . An accounting firm shall  be retained by the Elsanor Volunteer Fire Department and Rescue Unit, Inc., The Accounting firm shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trusts companies or other depositaries as shall be selected in accordance with the provisions of ARTICLE  XII of the By-Laws.

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2005 Elsanor Fire & Rescue
Last modified: 02/08/08