1. Preamble
1.1 Name and Purpose of the Organization
The Elk Creek Fire Fighter & Emergency Service Association (hereinafter 'ECFESA' or the 'Association') is organized under Colorado state-law as a Colorado nonprofit corporation, under Title 7 of the Colorado Revised Statutes. The principal office will be located in 11993 Blackfoot Drive, Conifer, Colorado 80433. The registered agent will be the current President of the Association.
The purpose of this apolitical Association is to provide a supportive group environment that maximizes opportunities for the well-being, learning, and camaraderie among its members, as well as to support these members and their families in times of need. In addition, the Association pursues community outreach and support activities aimed at increasing the visibility and positive image of Elk Creek Fire-Protection District ('ECFPD').
The Association accomplishes the above goals through social gatherings, fund raising, support and rehab at extended on-scene emergency calls, support to members' families in times of crisis, participation in community events and education, and through offering special EMS, fire, and safety-related training opportunities to both its members and the community at large.
1.2 This Document
As of the date of its approval and until it is superseded or formally abandoned (see Section 10), the present document constitutes the by-laws for ECFESA. In conjunction with Robert's Rules of Order, these by-laws describe how the ECFESA organization is expected to operate.
For absolute clarity: in the event of conflict between these by-laws and Robert's Rules, these by-laws shall prevail.
2. Membership
2.1 Who May Be a Member?
Anyone over 18 years of age and willing to help undertake the work of ECFESA may be a member of this organization, contributing to and benefitting from its services. There are minimum expectations (see Section 2.3), but anyone meeting these may, upon his or her petition to the ECFESA Board (see Section 5), be a member irrespective of age (beyond 18), gender, race, creed, nationality, or geography. Members in good standing in ECFPD (salaried and volunteer, serving in any capacity) may also elect to join, but must also perform the minimum requirements of membership in ECFESA (see Section 2.3). Retired members of ECFPD also may elect to join ECFESA and, out of respect for their prior service, benefit from that privilege without any additional obligation.
There is no voting-in of members: members acquire their status by petitioning the ECFESA Board (see Section 5) after meeting the requisite criteria, by attestation to the ECFESA Secretary and entire Board by the required parties (see Section 2.3) that these criteria have indeed been met and, if no exception is taken by the ECFESA Board with respect to new membership (or membership restored after lapsing), such membership will be confirmed prior to each Association meeting.
2.2 How May Members Be Removed From Membership Against Their Will?
On rare occasions, members may be removed against their will from ECFESA membership, but only if deemed to have behaved in a manner deeply incompatible with the role of ECFESA itself, and removal must occur by the same methods designed and utilized to remove Officers who are in breach of their obligations (see Section 5.5).
2.3 What Are the Expectations of Members?
ECFESA members must participate in the activities of ECFESA. The minimum requirement is, within the past 12 months, to participate in a minimum of two such activities (at a level deemed sufficient / appropriate by that activity's lead) or to have led one such activity.
Committee (standing or ad hoc — see Section 8) participation and other tasks internal to the running of ECFESA may also be considered qualifying 'activities' sufficient for membership; however, in order to be considered a qualifying activity for membership, an activity must be recognized as such by the Board. Board office itself satisfies the 'activity lead' criterion.
Whenever possible, and by whatever means (in person or, if the Board endorses, by designated remote / electronic method, see Section 4.1), ECFESA members are strongly encouraged to attend ECFESA's meetings (see Section 4).
3. Budget and Funding (Including the Ralph Vance Fund)
3.1 How Is Budgeting Done?
Each year, by the first week of February, the ECFESA Treasurer (see Section 5.1) is to present an annual budget for approval by the ECFESA membership. At a minimum, this budget is to specify the assets, any liabilities, and the anticipated outlays of ECFESA (including those of the Ralph Vance Fund, see Section 3.4), propose a sum always to be available for the proposed activities which, when depleted, will automatically be replenished without requiring additional approval of ECFESA), and an Annual Expenditure 'Cap', above which board approval is required for any single expenditure or combination of expenditures ('split billing').
3.2 How Are Funds Acquired?
ECFESA receives funds raised at fundraising events, direct sales of materials (e.g. T-shirts, onesies, ash-cans), beverage-can recycling, direct donations, grants, and targeted donations through such sources as King Soopers.
Any fundraising activity utilizing the name of the Association or the Fire-Protection District must be pre-approved by the Board (if using the name of the Association only) or the Board in consultation with the ECFPD Fire Chief (if using the name of ECFPD); this includes application for any type of grants or other sources of funds.
Upon appropriate approval, funds may be used in any manner compatible with ECFESA's mission if not otherwise restricted by Federal 501(c)(3) tax status, Colorado tax-free status, or applicable law or regulation.
3.3 How Are Funds Disbursed and Accounted For?
With the exceptions of the Ralph Vance Fund (see Section 3.4) and expenditures that are below the established Cap (see Section 3.1), all expenditures by ECFESA are to be approved in advance by the Board. Every expenditure is to be documented with receipts provided to the Treasurer in a timely fashion.
Once approval has been given, expenditure may occur: no waiting period is required.
3.4 What of the Ralph Vance Fund?
Established in 2002 in memory of ECFPD firefighter Ralph Vance, the Ralph Vance Fund (RVF) is intended to support the education of ECFPD Members. A Standing Committee comprising no fewer than 3 and no more than 7 ECFESA members (and always an odd number), and appointed by the Board, is responsible for approving the funding of any specific educational opportunity by the RVF, determining associated terms and conditions, and recording these mutual obligations (RVF to candidate and vice versa). Application for funding should be directed in writing to the RVF Committee at the address noted in Section 1.1.
4. Meetings
4.1 When and How Are Meetings Held?
General Meetings are to be scheduled quarterly with each specific meeting date being set at the previous meeting. In addition, Special Meetings may be called by the ECFESA Board after internal consultation, and must be called by the Board when it has received a petition to do so signed by at least 10% of ECFESA members or 20 individual ECFESA members (whichever is the smaller). All ECFESA members must be invited to every meeting by notice delivered at least one week in advance via ECFESA's standard, formal channels of communication (see Section 7.1).
All meetings normally are to take place in person at the location designated by the ECFESA Board (traditionally, ECFPD Station 1); however, attendance also may occur and business be conducted (entirely or in part — including the taking of votes) by remote / electronic means — if doing so and the method of so doing are agreed and announced in advance by the Board (per normal channels and notification times).
4.2 Who Else Besides Members May Attend?
Meetings are public, and the following, if non-members of ECFESA, are especially encouraged to attend: ECFPD Explorers, ECFPD Rookie Firefighters, ECFPD Probationary Firefighters, or ECFPD members or retirees, and anyone else expressing an interest in taking part in Association activities.
4.3 Meeting Processes: Attendance, Voting, and Discipline
While meetings are public, there are behavioral expectations of those in attendance:
- All attending must sign-in as attendees (including those attending remotely, and all with their actual names — aliases or 'screen names' will not suffice).
- Only ECFESA members may cast votes.
- Attendees wishing to speak, whether or not they are members, must be recognized by the Board President (see Section 5) or whoever on the Board is leading the meeting, before addressing the Board and / or those in attendance.
- Disruptive behavior will not be tolerated. This includes monopolization of the 'floor', disrespect for fellow attendees, or any other behavior deemed inappropriate by any Board member. Progressive discipline applies: warning, then possible ejection by majority Board vote, then potential permanent ban from future meetings.
5. Organizational Leadership
5.1 Titles, Roles, and Responsibilities
ECFESA Leadership (also known as the 'Board') shall comprise 5 persons elected from among ECFESA's membership:
- President — executive head of ECFESA, calls, organizes, and presides over most meetings.
- Vice-President — second-in-command; stands in when the President is unavailable or ceases to serve.
- Treasurer — ensures all ECFESA financial requirements are met, including the annual budget, quarterly financial reporting, maintenance of Federal 501(c)(3) status, and Directors and Officers insurance.
- Secretary — keeps the ECFESA membership roster current; ensures timely compilation, circulation, and approval of meeting minutes.
- Board Member at Large
ECFESA checks and any disbursement of funds may only be made by the sitting Treasurer and President, acting together.
5.2 How Are Leaders Selected?
Board members come from three groups: (1) active volunteer or career Firefighters / Rescuers / EMS providers at ECFPD, (2) active Ambassadors within the Community-Ambassador Program, and (3) members of the community served by ECFPD. The Ambassador and Community groups each select 1 Board member; Firefighters / Rescuers / EMS providers select 3.
5.3 How Long May an Individual Hold Office?
Unless forcibly removed (see Section 5.5), Board Members may serve up to 2 successive terms. After a full term's absence, a Board Member may be re-elected for up to another two consecutive terms. Officers serve 2-year terms.
5.4 How May Leaders Step Down?
Standing Officers may notify fellow Board members of their intention to step down at any time, but are requested to do so in writing with at least two weeks' notice via officially designated communication channels.
5.5 How May an Officer Be Forcibly Removed?
An Officer may be subject to recall if deemed to have behaved in a manner deeply incompatible with the role of Officer or with ECFESA itself. The process requires a signed written petition to the Board, a reading of the petition at the next General Meeting, opportunity for response by the accused, and — if not withdrawn — a secret written ballot vote requiring a supermajority of 2/3 of votes cast from a quorum of members.
5.6 Succession Planning
No later than September each year, the Board shall deliberate about possible replacements for Board members whose terms will expire at year's end. Those identified will be asked of their interest no later than October.
5.7 Directors and Officers Insurance
ECFESA must carry Directors and Officers (D&O) insurance for its Board with coverage not less than $1M per person per case. Maintaining this insurance is the responsibility of the Treasurer.
6. Decision Making
6.1 Decisions Reserved for the Full Membership
Certain decisions may only be taken when a quorum is present and are limited to: recall of members including Board members (Section 5.5), revision of by-laws (Section 9.4), and merger or dissolution of the organization (Section 10.3). If a quorum cannot be reached on three successive attempts, the Board may make the decision per its normal voting processes.
6.2 Other Decisions
All other decisions pertaining to ECFESA may be made by the membership when conditions permit, or by the Officers on the Board by majority vote in cases of urgency or failure to achieve quorum.
6.3 Quorum and Passmark
The usual quorum is 30% of ECFESA members in good standing. When a quorum is present, the passmark on a vote is a simple majority of votes cast. When written ballots are required, remote members must cast these by email from their email address of record, including the phrase 'I assert that this is my formal ballot', their name, and the issue being resolved.
7. Official Communication
7.1 Channels of Communication
Formal notice to and / or from ECFESA membership must occur via email addresses of record, and are also permitted via US mail (at last address of record), text messages to cell phones, or posting to an ECFESA Facebook or other Board-sanctioned social-media page. Only email and US Mail are deemed formal and official channels. Each ECFESA member is responsible for notifying the Board Secretary of his or her current email and physical address.
7.2 Required Communications
- Meeting notes — Secretary, within 2 weeks of each meeting
- Quarterly financial report — Treasurer, within 2 weeks of end of quarter
- Annual financial report — Treasurer, within 4 weeks of end of year
8. Committees
8.1 Standing Committees
To address recurring business, ECFESA may have Standing Committees. These are created and may be dissolved by simple majority votes cast when a quorum of ECFESA members meets officially. All are staffed by persons selected and solicited by the Board.
8.2 Ad Hoc Committees
For a particular and temporary need, the Board may charter and staff an Ad Hoc Committee (including a Chair). This group exists only while their task remains in progress, after which they will cease to exist. The Board may also decide to terminate or reconstitute an Ad Hoc Committee.
9. Revising These Bylaws
9.1 When to Consider Revision
ECFESA should consider revising these bylaws whenever they no longer seem correct or no longer serve the organization well.
9.2 How the Decision to Revise Is Taken
The decision to revise may be made by the Board (by majority vote), or by written petition signed by at least 20% of ECFESA's members. The Board will then charter an Ad Hoc Committee of member volunteers to complete the task.
9.3 How the Ad Hoc Committee Proceeds
The Committee may proceed as it deems best until it revises the current bylaws, decides that it cannot do so, or has its charter revoked by the Board.
9.4 Approval of Revised Bylaws
Revised bylaws must be approved by simple majority of votes cast when a quorum of ECFESA members is present. Written copy of the proposed revisions must be provided at least 2 weeks prior to any vote. Members must be afforded the chance to ask questions and receive answers before voting.
9.5 If Approval Is Not Forthcoming
Should proposed revisions not be approved, the ECFESA Board may request further work by the same Ad Hoc Committee, recharter a new committee, or decide to abandon the task of revision altogether.
10. Organizational Succession
10.1 Forms of Succession
When required or deemed appropriate, the Association may be terminated or merged with another similar organization. Circumstances that might precipitate such a decision include loss of Federal 501(c)(3) corporation status, of Colorado tax-free status, or ECFPD ceasing to exist.
10.2 Circumstances That May Result in Dissolution
The Board may consider bringing forward to ECFESA membership a resolution for ECFESA's dissolution (by simple majority of Board members). The Board must take such a resolution forward to a member vote when given a written petition signed by no fewer than 20% of all ECFESA members in good standing.
10.3 How the Decision Is Made
To consider a resolution to dissolve ECFESA, a meeting of members must be called and oral debate allowed. In order to pass, a quorum must be present, and the resolution must receive a supermajority (2/3) of votes cast.
10.4 If Dissolved, What Becomes of ECFESA's Assets?
If there is an approved successor organization of the same tax status, ECFESA's assets must go to that successor. If there is no successor organization, or the successor has a different tax status, ECFESA's assets must be donated to one or more organizations of similar purpose and tax status, as determined by an Ad Hoc Committee chartered for this purpose. Any such dissolution must be compatible with existing law and regulation at the time of dissolution.
Approved: _________________________________ (date)