ARKANSAS FIRE MARSHAL'S ASSOCIATION, INC.

CONSTITUTION & BYLAWS

(Revised: 4/11/2017)

ARTICLE I - NAME, MISSION STATEMENT, AND OBJECTIVES

Section 1. Name - This organization shall be known as the Arkansas Fire Marshal's Association

(AFMA).

Section 2. Mission Statement - "The mission of the Arkansas Fire Marshal's Association is to improve public safety through a network of fire service professionals and individuals dedicated to Fire Prevention, Legislation, Code Enforcement, and Public Education."

Section 3. Objectives - The objectives of the Arkansas Fire Marshal's Association shall be:

To unite for the mutual benefit and professionalism of all public officials and private persons engaged in the prevention of fire and protection of life and property;
To act as a central resource for exchange of professional knowledge among its members for the purpose of assisting one another in the performance of their duties;
To encourage training, research, legislation, and regulations, as well as cooperation between public service agencies and associations, in order to improve fire safety and prevention;
To encourage high professional standards of conduct among enforcement officers and to continually strive to eliminate all factors which interfere with administration of the Arkansas Fire and Building Code Enforcement;
To foster greater professional competency in Fire Marshal's techniques and recognition of code compliance; and
To promote public safety through support of fire safety education programs on the state and local level.

Section 4. The Arkansas Fire Marshals Association has established itself as a Chapter of the International Fire Marshals Association (IFMA) a membership section of the National Fire Protection Association.

ARTICLE II - MEMBERSHIP

Section 1. Active Membership - any representative of government or of a government agency actively engaged in some phase of fire prevention and safety activities, at the time he or she makes application, shall be eligible for active membership upon application. Such person should possess other qualifications for membership and provided such a person is not less than twenty-one years of age, at the time he or she makes the application. Active membership shall include all voting rights and privileges of the organization. Active Membership Fee shall be set $20 per calendar year.

Section 2. Associate Membership -A person not qualified for active membership may become an associate member, after determination of their qualifications by the Membership Committee. The AFMA may, by a majority vote of active members present, exclude associate members from any particular business meeting. Associate Members shall have all rights and privileges of an active member, with the exception of voting and holding office. Associate Membership Fee shall be set $20 per calendar year.

Section 3. Honorary Life Membership - The AFMA may, by majority vote of members present at the time of the fall meeting, confer Honorary Life Membership upon any person qualified for membership, who has rendered distinctive service to the AFMA or to its purposes. An Honorary Life Member shall have all the rights and privileges without the payment of dues. Nominations for Honorary Life Membership shall be made to the Board at least sixty days prior to voting thereon. No more than two nominations for such memberships may be made in any one year.

Section 5. Personal Qualifications - Prior to voting upon each application, the Board shall give due consideration to the following; among other considerations it deems applicable, to wit: (1) the personal character and reputation of the applicant, (2) the nature, character, and reputation of the applicant's business, (3) the character and reputation of the applicant's employer and associates, and (4) the general nature, character and reputation of the principle business of the applicant's employer and associates. No person shall be eligible for any class of membership if he or she is a member or has been a member of a subversive organization or of any organization whose objectives and operations are inconsistent with the purposes of the Arkansas Fire Marshal's Association.

Section 6. Termination - Memberships in the AFMA may be terminated by {l) voluntary withdrawal, which should be submitted in writing to the President and/or the Secretary, (2) notification by the Secretary when, after notice, such member is in arrears in payment of dues or any other obligation to the AFMA, or (3) by the consent of a majority vote of the Board of Directors, if the applicant is still within the aforementioned temporary status period.

Section 7. Elimination -The Board may censure any member or may terminate membership of any member in the event, (1) such member falsified his or her application or made misrepresentation therein, (2) such member has conducted himself or herself in such a manner as is prejudicial to the good or the best interest of the organization, or (3) such member has exhibited traits of character of conduct inconsistent with the qualifications for membership in this organization. In cases subject to this Section, the Board shall provide such member with a hearing, due notice, and an opportunity to be heard. A majority of the Board present in a duly constituted meeting shall be sufficient to cause censure or termination of membership for any reason specified in this Section.

Section 8. Reinstatement - Any former member may be reinstated to the AFMA at the discretion of and a majority vote of the Board. However, if such a former member shall have been in arrears in the payment of dues or other financial obligation to the organization at the time of his or her separation, he or she shall be required to pay the AFMA all such arrears as a condition to his or her reinstatement, unless the Board, by a majority vote and for good cause shall waive the payment thereof.

ARTICLE Ill - ELECTION, TERMS, AND OFFICES

Section 1. Eligibility of Office - Active members of the AFMA shall be eligible to hold office, and may succeed themselves.

Section 2. Officers - The Officers of the AFMA shall be the President, Vice-President, and Secretary/Treasurer.

Section 3. Board of Directors - The Board of Directors shall consist of the President, Vice President, Secretary/Treasurer, five (5) other members of the AFMA duly elected, the immediate Past President and the Arkansas State Fire Marshal or his designee.

Section 4. Terms of Office -

Each duly elected officer shall serve a term of two (2) years.
The elected members of the Board of Directors shall serve on a staggered term basis so that at least two Board Members will be elected to serve a (2) year term.
The Immediate Past President is not elected and serves until such time he or she is replaced by the President - elect.
The State Fire Marshal or his designee is not elected.

Section 5. Elections - The officers and Board of Directors shall be elected at the "Fall" meeting. Elections shall be by ballot and a majority of the votes cast shall elect. Elected officers shall serve such term as designated in the by-laws until his or her successor is duly elected.

Section 6. Removal from Office and/or Membership -The Board of Directors shall have the power to remove from office by majority vote, any officer or member of the AFMA for any of the following reasons:

Conduct or actions that would tend to discredit or lead to disrepute of the AFMA; OR
For good cause, as submitted in writing by any member of the AFMA.

Any officer or member shall have the right to appeal. Appeals shall be submitted in writing, at least thirty (30) days following the removal, to the Board of Directors via the Secretary

Section 7. The President, subject to approval of the Board of Directors, shall bi-annually appoint such standing committees or subcommittees as may be required by the by-laws or as he or she may deem necessary.

Section 8. Standing Committees:

Education Committee - The President shall appoint a chairman and as many members as he or she may deem necessary to serve as the Educational Committee to carry out the AFMA objectives as set forth in Article I, Section 3, of the by-laws
Legislative Committee -The President shall appoint a chairman and as many members as he or she may deem necessary to serve on the Legislative Committee to carry out the AFMA objectives as set forth in Article I, Section 3, of the by-laws
Audit Committee - The Audit Committee shall consist of three active members and shall be chaired by the Vice-President. The committee shall make an audit of the accounts of the Secretary/Treasurer at each fall meeting and shall verify the assets and liabilities of the AFMA

Members of all committees serve at the pleasure of the President and their activities on such committees shall be terminated on the expiration of the appointing President.

ARTICLE IV - GOVERNMENT

Section 1. The Government of the AFMA shall be vested in the Board of Directors.

Section 2. The Board of Directors shall have supervision and control of the affairs of the AFMA, shall determine its policies or changes therein; within the limits of the by-laws, shall actively pursue objectives, and shall have discretion in the disbursement ofthe organizational funds.

Section 3. The President, Vice President, and Secretary/Treasurer shall be members of the Board and have the right to vote.

Section 4. The AFMA President shall act as Chairman of the Board of Directors and shall preside over all the meetings of the Board.

Section 5. Meetings - Except that the board shall have a regular meeting at the time and place of the spring and fall meeting, the Board shall meet upon call of the President at such time and place as he may designate, and shall be called to meet upon demand of the majority of the membership of the AFMA. All Board meetings shall be open to all members, except for executive sessions, as called by the President.

Section 6. Quorum -A majority of the Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present. A "majority" is defined as 2/3 or more of the members present. When necessary to address issues in a timely fashion the Board has the option to meet by means of electronic format. If the board chooses to meet electronically one hundred (100) percent of the Board shall be involved in the decision-making process. If a member of the board in unable to participate due to health issues he/she then one hundred (100) percent of the remaining board members shall be involved in the decision-making process.

Section 7. Official Order of Business - (Roberts Rules of Order)

Call Meeting to Order
Reading and approval of minutes from previous meeting
Financial report
Reports of Officers
Reports of Committees
Unfinished business
New Business
Election of Officers (Annual Meeting)
Adjournment

Section 8. Absences and Vacancies -Any member of the Board of Directors unable to attend a meeting shall notify, preferably in writing, the President or Secretary and state the reason for absence. If the Board Member is absent from two (2) consecutive meetings for reasons the Board has deemed insufficient, their resignation may be deemed to have been tendered and accepted. If any vacancies occur on the Board by reason of death, resignation, or otherwise, may be filled by the President, with the approval of the remaining board members. In the event of a vacancy in the office of President, Vice President, or Secretary/Treasurer, between the fall meetings, the vacancy or vacancies shall be filled by the Board of Directors, and the newly appointed officer or officers shall hold office only until the next fall meeting. An officer elected to fill such vacancy shall serve until the expiration of the term of the vacated office.

Section 9. President - The President shall be the Chief Executive Officer of this organization and shall preside at meetings of this organization and the Board of Directors. The President, at the annual meetings and at such other times as is deemed proper, shall communicate matters to the membership or the Board of Directors, as may, in his or her opinion tend to promote the welfare and increase the usefulness of the AFMA and shall perform other duties as are necessary incidental to the office of President, or as may be prescribed by the Board of Directors.

Section 10. Vice President- In the absence of the President the Vice President shall be the Chief Executive Officer, and shall act as such. The Vice President shall be the chairman of the Audit Committee.

Section 11. Secretary/Treasurer- The Secretary/Treasurer shall keep the records and minutes of the organization and shall maintain the roll of members, the by-laws, and all other documents of value. He or she shall be the custodian and sole depositor of the funds of the organization for the purposes which promote the welfare and objectives of the organization. He or she shall render a complete summary of all income, disbursements, and balances, whenever requested by the Board of Directors, and to members at each regular meeting. A written copy of this report shall be made available to any member upon request. He or she shall receive and acknowledge all communications of the AFMA addressed to him or her that may be submitted to him or her by officers of the AFMA, and perform such duties as assigned by the President.

ARTICLE V - FINANCE

Section 1. Dues - Dues for Active and Associate Membership in the AFMA shall be proposed by the Board of Directors and must be concurred by a majority vote of the members present at the fall meeting.

Section 2. Audit - The Audit Committee shall make an audit of the accounts of the Secretary/Treasurer at each annual meeting and shall verify all assets and liabilities of the AFMA.

Section 3. Gifts and Grants -All gifts or grants to the AFMA may be accepted by the Board of Directors. The Secretary/Treasurer shall make proper acknowledgement of all such gifts or grants accepted.

ARTICLE VI - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Mandatory Indemnification - In accordance with Ark. Code Ann. 4-33-852 and 4-33-856, the Corporation shall indemnify any Director or officer and his or her estate or personal representative who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer is a party by virtue of his or her status as a Director or officer of the Corporation.

Section 2. Permissible Indemnification - Pursuant to A.C.A. 4-33-851, and except as provided in Section 3 below, the Corporation may indemnify a Director or officer made a party to a proceeding by virtue of his or her status as a Director or officer, against liability incurred in the proceeding if the following conditions are met: (a) the Director or officer conducted himself or herself in good faith; (b) with respect to conduct in his or her official capacity, the Director or officer had reason to believe that his or her conduct was in the best interests of the Corporation; and (c) in cases of conduct not in his or her official capacity, the Director or officer had reason to believe that his or her conduct was at least not opposed to the best interests of the Corporation.

Section 3. Prohibition of Indemnification in Certain Cases - The Corporation shall not indemnify a Director or officer in connection with any proceeding by or in the right of the Corporation in which the Director or officer was adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefit to the Director or officer, whether or not involving action in his or her official capacity, in which the Director or officer was adjudged liable on the basis that personal benefit was improperly received by the Director or officer.

Section 4. Procedure for Authorizing Indemnification of Directors - Before the Corporation may indemnify any Director pursuant to Section 2 above, a determination must be made that indemnification of a Director is permissible because the Director has met the standards of conduct set forth in Section 2 of this Article V. The Board of Directors shall make that determination by a majority vote of a quorum consisting of Directors who are not at the time parties to the proceeding; provided, however, that if such a quorum cannot be obtained, then the determination shall be made either by a committee designated by the Board of Directors or by special legal counsel in accordance with A.C.A. 4-33-855(b)(2) and (3). Furthermore, the Corporation may not indemnify a Director until twenty (20) days after the effective date of the written notice of the proposed indemnification to the Attorney General of the State of Arkansas. The Corporation may pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding in advance of final disposition of the proceeding upon authorization made in accordance with A.C.A. 4-33-855 and upon satisfaction of all the conditions prescribed in A.C.A. 4-33-853.

Section 5. Insurance - The Corporation may purchase and maintain insurance on behalf of its Directors and officers to insure against liabilities asserted against or incurred by the Corporation's Directors and officers in that capacity or arising from their status as Directors and officers, whether or not the Corporation would have the power to indemnify them against the same liability under the preceding sections of this Article V.

Section 6. Definitions - The following definitions apply to the indemnification provisions of this Article

Proceeding. "Proceeding" means any threatened, pending or completed civil action, suit or proceeding, whether judicial, administrative, or investigative, and whether formal or informal.
Liability. "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding.
Expenses. Indemnification against expenses which is mandated or permitted under this Article V is limited to reasonable expenses, including attorneys' fees, incurred in connection with a proceeding.
Ark. Code Ann. All citations in these Bylaws to "Ark. Code Ann." or to "A.C.A." shall refer to the Arkansas Code of 1987 Annotated, as amended from time to time by the Arkansas Legislature.

ARTICLE VII - CONTRACTS. LOANS. CHECKS AND DEPOSITS

Section 1. Contracts - The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf ofthe Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans - No loans shall be made by the Corporation to its Directors or officers. Any Directors who vote for or assent to the making of a loan to a Director or officer, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof in accordance with the provisions of the Arkansas Nonprofit Corporation Act of 1993. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. - All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits -All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII - FISCAL YEAR

Section 1. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE IX - DIVIDENDS PROHIBITED

Section 1. The Corporation shall not have or issue shares of stock, and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its Directors or officers. The Corporation may pay compensation in a reasonable amount to its Directors or officers for services rendered, and may reimburse its Directors, officers and employees for expenses incurred in attending to their authorized duties; provided, however, that such expenses shall be evidenced by receipt or other proper document.

ARTICLE X - DISSOLUTION

Section 1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE XI -AMENDMENTS

Section 1. The Constitution and By-laws may be amended, repealed, or altered, in whole or in part, by two-thirds (2/3) vote of attending active members at any regular or special called meeting of the AFMA, provided that a copy of any amendment proposed for consideration shall be mailed (mail shall be defined as delivery either by postal service or electronically} to the last recorded address of each active member at least thirty (30} days prior to the date of the meeting, and such members be notified of the place and time such vote is to be taken. If an issue arises that merits an emergency amendment to the bylaws the Board shall vote to mail a copy to all active members. Emergency amendment votes shall be returned to the Secretary/Treasurer within thirty (30} days. Emergency amendment shall need a majority of the vote to pass. The Secretary shall produce the results of the vote at the next meeting upon the request of any active member.