ARTICLE VIII

DUTIES of the CHIEF DIRECTOR

SECTION 1: The Chief Director shall be the chief executive officer of the organization and shall, in general, supervise and manage all of the business and affairs of the organization. The Chief Director shall preside at all meetings of the Board of Directors and act as chairperson of the "Board of Directors". In his/her absence, the President shall be the “acting chair of the Board” for that meeting.

SECTION 2: The Chief Director or the designated Director shall appoint directors for each of the following areas of responsibilities:

1. Building, Facilities and Insurance
2. Apparatus & Fire Equipment
3. Building Equipment
4. Business Manager

The Chief Director, President, and the Building Director(s) shall have a key to the lock box at the fire station.

SECTION 3: The Chief Director or the designated Director shall report on conditions at the regular monthly meeting of the Department.

SECTION 4: The Chief Director shall be bonded in such amount as may be approved by the Board of Directors. The Chief Director shall sign, as appropriate, all orders in the absence of the president (checks), deeds, bonds, contracts or other instruments which the Board of Directors or these Bylaws have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the organization.
 

SECTION 5: The Chief Director shall have such other duties as directed by the Board, and shall have such other duties as are incidental to the office of the chief executive officer of a nonprofit corporation. 1 3

ARTICLE IX

The BOARD of DIRECTORS

SECTION 1: Management. There shall be a Board of Directors to manage the property, assets, and affairs of the Corporation, elected by the membership. All powers, business and affairs of the corporation shall be exercised by and under the authority of the Board of Directors. Notwithstanding the foregoing, major operational changes and expenses exceeding $2,500 must be approved by the general membership after such expenses are approved by the Board of Directors.

SECTION 2: Number, Appointment, and Term of Directors. The Board of Directors shall consist of seven (7) members: The Chief Director, four (4) Directors At Large, the President and the Chief of the Department. The Chief Director shall be elected annually by the general membership for a term of one-year. Each year, two (2) of the four (4) Directors At Large shall be elected for two-year terms. Directors may serve an unlimited number of terms of office. In addition, the Business Manager shall serve ex officio, with a voice but without a vote. No employee may be a Director or Officer of the Department.

SECTION 3: Quorum. A majority of the Board members shall constitute a quorum at all Board meetings. The acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board. After a quorum has been established at a meeting of the Board, the subsequent withdrawal of Directors from the meeting, so as to reduce the number of Directors present to fewer than the number required for quorum, shall be cause for adjournment. A majority of Directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of such adjourned meeting shall be given to the Directors who are not present at the time of adjournment unless the time and place of the adjourned meeting are announced at the time of the adjournment to all Directors present. Every Director shall be entitled to one vote. Proxy voting is not permitted.

SECTION 4: Resignation. A Board member may resign at any time by tendering his/her resignation in writing to the President and Chief Director, which shall become effective upon receipt.

SECTION 5: Non-Compensation of Board Members. The members of the Board of Directors shall serve without compensation. However, nothing herein shall be construed to preclude any Board Member from receiving reimbursements from the Department for other services actually rendered or for expenses incurred for serving the Department as a Board Member.

SECTION 6: Powers of the Board of Directors. The powers of the Board of Directors shall be limited by virtue of their office to those powers expressly given by law, by the terms of the Articles of Incorporation of the Department, and by the provisions of these Bylaws.

SECTION 7: Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held monthly at such time to be designated from time to time by the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these Bylaws.
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SECTION 8: Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called at any time by the Chief Director and shall be called upon the receipt of a written request of any two or more other Board Members. Notice of such meeting shall be given either orally or in writing to each director (and received by such director) in person, by telephone, or in writing at least 24 hours in advance of the meeting. Every such notice shall state the time and purpose of the meeting. The business to be transacted at any special meeting of the Board shall be limited to those items set forth in the notice of the meeting.

SECTION 9: Action without a Meeting. Any action involving the Health and Safety of the Building or Personnel which may be taken at a meeting of the Board may be taken without a meeting if consent in writing setting forth such action is signed by a majority of the Directors and is filed in the minutes of the proceedings of the Board.

SECTION 10: Minutes. Minutes of each meeting of the Board shall be taken by the Recording Secretary or designee as approved by the Board of Directors and kept in printed book(s) provided for that purpose. The book(s) shall be available at reasonable times and upon advance written notice and subject to the member’s inspection in the Recording Secretary’s or designee’s presence. The hard copy of the minutes shall be stored on the Department premises.

SECTION 11: Interested Directors or Officers. No contract or transaction between the Department and one or more of its directors or officers, or between the Department and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, or which is controlled by or employs an individual with whom an officer or director of the corporation maintains a personal, family or other significant personal relationship, shall be void or voidable solely for such reason, if:

• The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are  less than a quorum, and the interested director(s) removes himself from any meeting of the Board of Directors wherein the contract or transaction shall be discussed, refrains from discussing the contract or transaction with any other interested or disinterested director and does not vote upon the approval or disapproval of the contract or transaction; and
• The contract or transaction is fair to the Department as of the time it is authorized, approved, or ratified by the Board. Disinterested or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this Section.

SECTION 12: Inspection of Apparatus and Building. The directors shall have charge of all property of the Department. The directors shall see that the apparatus and building are inspected monthly.

SECTION 13: Purchases and Repairs. One or more directors shall approve all emergency purchases and repairs relating to safe and efficient operations of the Department and in accordance with section 1 of this Article. The Chief Director or the designated Director shall review and approve by date and signature any and all outstanding bills not covered elsewhere in the cash disbursement listing.
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SECTION 14: Financial Procedures. The Directors are empowered to secure and determine the standard operating procedures and guidelines for accounts payable and receivable, in order to allow for such procedures and changes to occur as necessary. Checks must be signed by a minimum of two officers: the financial secretary and the president. If either one of the two is not available the vice president or chief director may co-sign.

SECTION 15: Building Access. The Director(s) in charge of the building access shall see that the station security systems are updated when deemed necessary. The Directors shall be responsible for granting and removal of building access privileges.

SECTION 16: Insurance. The Directors are responsible for securing insurance coverage for the Department.

SECTION 17: Personnel Issues. The Board of Directors is in charge of handling all issues with paid
and volunteer personnel.

SECTION 18: Removal of Officers and Directors. Officers and Directors may be removed as set forth in Section 5733 of the Nonprofit Corporation Law of 1988, 15 Pa.C.S.A. § 5733, or the equivalent section of any future nonprofit corporation law. Section 5733 of the Nonprofit Corporation Law of 1988 provides that officers and directors may be removed by the Board of Directors whenever the best interests of the organization will be served by such removal.

SECTION 19: Executive Sessions. Executive sessions can be called only by the President or the Chief Director for any reason permitted by the Sunshine Law. Those consisting of the Executive Committee are the President, Vice President, Chief Director, the Directors, Chief of the Department, Business Manager, Recording Secretary and the Financial Secretary. All positions must be elected by the membership of the fire department in order to hold voting privileges in these sessions, if any of these mentioned positions are appointed then their voting privileges are revoked until the position is fulfilled by the membership of the fire department. Any and all material discussed during these Executive sessions is considered confidential material, and at no time may it be discussed outside of the Executive session. No minutes are taken at Executive Sessions. A record indicating the date and purpose of the Executive Session shall be included at the next regular Department meeting. Any breach of this confidentiality will be dealt with swiftly, with punishment to include but not limited to a written warning, suspension, and/or expulsion, depending upon the severity of the breach. The function of the Executive Session will be to handle any disciplinary or grievance actions presented to the Executive Committee members by any active member within the Department Membership.