Bylaws and Articles of Incorporation

ARTICLES OF INCORPORATION

OF

BLOUNT COUNTY FIRE AND EMERGENCY MEDICAL SERVICES ASSOCIATION

Pursuant to the provisions of the Alabama Non-Profit Corporation Act, the undersigned hereby adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation shall be: “Blount County Fire and Emergency Medical Services Association”.

ARTICLE II

DURATION

The duration of the corporation is perpetual, unless otherwise stated.

ARTICLE III

PURPOSE

Section 1.

The corporation has been organized for the purpose of coordinating and facilitating the efforts of organized fire departments and rescue squads in Blount County, Alabama. The corporation may provide training for firefighters, EMS, and rescue personnel in Blount County as well as other Alabama County personnel as needed. The corporation may also provide Special Operations (Hazardous Material and/or Technical Rescue) response as is necessary to alleviate hazards to the public, other firefighters, or the environment in Blount County or other jurisdictions as requested.

Section 2.

That each individual fire department and rescue squad may become better acquainted with its neighboring fire departments and rescue squads and has the opportunity to enter into agreements with each other for a more effective program.

Section 3.

That the Association shall endeavor to educate the public of the hazards of fire and smoke, the protection available to the individual with the proper use and maintenance of smoke detectors and fire extinguishers, the principles of fire prevention and the hazards of improper storage and handling of flammable and other hazardous materials. The Association shall also endeavor to educate the public about trauma, burns, cardiac, and other medical conditions, prevention, as well as awareness of signs and symptoms of these conditions and to call 911.

Section 4.

The Association in its activities shall not be partisan, sectional or sectarian. It shall be a non-profit, educational organization.

ARTICLE IV

MEMBERS

Section 1.

The Association shall have two classes of members: general members and associate members. Membership requirements for these two classes of members are as follows:

(1) General Members - All persons who agree with the purpose of the Blount County Fire & Emergency Medical Services Association, and who are enrolled in an organized fire department or rescue squad or the governing body of one of the organized fire departments or organized rescue squad in or servicing a portion of Blount County, shall be eligible for general membership.

(2) Associate Members – Associate members shall be non-voting members of the Association and shall consist of any individual, organization, group, corporation or governmental agency interested in the purposes, goals and activities of the organization.

Section 2.

The procedure with respect to admission to and the exercise of the privileges of membership and Board of Directors shall be specified in the bylaws.

ARTICLE V

REGISTERED OFFICE AND AGENT

The street address of the registered office shall be at 220 2nd Avenue East, Oneonta, AL 35121 and the name of the registered agent at that office shall be John Wallace Reed.

ARTICLE VI

BOARD OF DIRECTORS

The initial Board of Directors shall include:

NAME ADDRESS

1. John Wallace Reed 1068 County Highway #11, Hayden, AL 35079

2. Max Elliott Armstrong 211 Hallman Trail, Remlap, AL 35133

3. Charles Raymond Montgomery 3400 Hwy 132, Oneonta, AL 35121

All succeeding officials shall be nominated and elected in a manner prescribed in the bylaws.

ARTICLE VII

INCORPORATOR

The name and address of the incorporator is Sheryl R. Jackson, Ph.D., 414 Shadeswood Drive Hoover, AL 35226.

PROVISIONS OF THE ARTICLES

PURPOSE: Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code).

NONPROFIT CAPITALIZATION: No part of the income of the corporation shall inure to the benefit of any member, trustee, officer, or director of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in connection with furtherance of its purposes and no member trustee, director or officer of the Corporation or any private personal shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Corporation.

MEMBER LIABILITY: The private property of this Corporation’s members, directors, or officers shall not be subject to the payment of Corporate debts to any extent whatsoever. No director or officer shall be liable for relying in good faith upon the books or account or reports made to the Corporation by any of its officials, members or by an independent accountant selected by the Board of Directors or by any committee so designated by the Corporation, or in relying in good faith upon other records of the Corporation.

ACTIVITES PROHIBITED: No Substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on the behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding section of any future federal tax code) or (b) by a corporation, contributions to which are deductible under section 170(c)(3) of the Internal Revenue Code of 1954 (or corresponding section of any future federal tax code)

DISSOLUTION: Upon dissolution of the Corporation, the Corporation shall, after paying or making the provision for the payment of debts and obligations of the Corporation, distribute the remaining assets and property (after necessary expenses thereof) to such organizations as shall qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as named. Any such assets not disposed of shall be disposed by the Circuit Court of the county in which the principal office of the Corporation is located, exclusively for such purposes or to such organizations as said Court shall determine, which are organized for such purposes as qualify them as exempt organizations.

IN WITNESS THEREOF, the undersigned incorporator executed these Articles of Incorporation on the 14th day of June 2005.

This document prepared by: Sheryl R. Jackson

Type or Print Name of Incorporator

Signature of Incorporator

BY-LAWS

OF THE

BLOUNT COUNTY FIRE PROTECTION AND EMERGENCY MEDICAL SERVICES ASSOCIATION

ARTICLE I

MEMBERSHIP

Section 1.

Any organized fire department or rescue squad; in or servicing a portion of Blount County, which is in agreement with the objectives of the Blount County Fire & Emergency Medical Services Association, and in good standing with the Association, shall be eligible for membership.

Section 2.

All other groups, services, businesses or organizations that support the objectives of the Association shall be eligible for non-voting membership.

ARTICLE II

DIRECTORS

Section 1.

The Chief and Assistant Chief of each member fire department or Captain and Co-Captain of each rescue squad, if squad organized separate from fire department, shall serve as members of the Board of Directors. Each member fire department may elect two (2) alternates to serve in the absence of their representatives.

ARTICLE III

VOTING PRIVILEGES

Section 1.

Each member fire department or rescue squad (if organized as stated above) may have only one (1) voting delegate at each membership meeting. The eligible voting delegate can be the following: first - Chief; second - Asst. Chief; or third - by written proxy. If any member wishes it to be by a written ballot, they must request it prior to the vote and the vote will be taken by written ballot.

Section 2.

Any member of an organized fire department or rescue squad that is a general member or associate member of the Association shall be eligible to attend Association meetings and participate in the discussions and training sessions.

ARTICLE IV

OFFICERS

Section 1.

A Chairman, Vice-Chairman, Secretary / Treasurer, Training Officer, and Special Operations Officer for the Board of Directors shall be elected by a majority vote of the Board of Directors present at the regular meeting in October of each year.

Section 2.

A three (3) member nominating committee shall be appointed by the Chairman in August of each year to nominate the officers for the following year. The Special Operations Team shall nominate the Special Operations officer to the Association. A maximum of three (3) shall be nominated for each office. This committee shall give an oral and written report on their nomination at the regular meeting in September.

Section 3.

New officers will take office at the next meeting after their election.

Section 4.

An officer must have attended at least eight (8) regular meetings in the current fiscal year before they are eligible to be nominated for office.

Section 5.

Any additional officers may be elected and/or appointed by the Chairman as needed by the Association.

ARTICLE V

DUTIES OF OFFICERS

Section 1.

The Chairman shall be the Chief Executive of the Association. It shall be the Chairman's duty to represent the Association whenever it is required at public meetings and preside at regular and special meetings.

Section 2.

The Vice-Chairman shall assist the Chairman and act as an executive officer in the absence of the Chairman.

Section 3.

The Secretary / Treasurer shall keep all records and account for all funds of the Association. Funds of the Association shall be deposited in a licensed FDIC bank in the County of Blount and all funds shall be paid out by check signed by two officers of the Association. Funds shall be dispersed as needed for day-to-day business operations of the Association. The Secretary / Treasurer shall keep minutes of all meetings, notify membership of all meetings in advance and carry on correspondence pertaining to the organization.

Section 4.

The Training Officer is responsible for obtaining training aids such as films, slides, etc. and helping coordinate training exercises and presentations at the meetings of the Association.

Section 5.

The Special Operations Officer is responsible for day-to-day training, equipment maintenance, material acquisition, and operational direction for the Special Operations (Hazardous Material and/or Technical Rescue) team. The Special Operations Officer shall present a monthly report (written or verbal) to the Association on Special Operations activities. In the absence of the Special Operations Officer, the senior ranking member of the Special Operations team will serve in that capacity.

Section 6.

Any representative or committee member representing the Association to an outside agency must attend at least one regularly scheduled meeting on a quarterly basis in the preceding year to be nominated to that position, and must provide a quarterly report back to the Association of any activity.

ARTICLE VI

DUES

Section 1.

An Annual general membership due of $250.00 will be required from each participating member. Association dues should be paid by January 1st of each year and any member that is delinquent in paying their dues over (90) ninety days after January 1st will have their membership automatically suspended until the dues are paid.

Section 2.

Associate members are not required to pay dues.

ARTICLE VII

AMENDMENTS

Section 1.

The Articles of Incorporation may be amended by a two-thirds vote of the Board of Directors at any regular meeting, or at any special meeting called for that purpose, provided that written notice shall have been given to each member fire department at least twenty (20) days prior to the date of the meeting at which the amendment shall be considered.

ARTICLE VIII

MEETINGS

Section 1

The meetings of the Association shall be held at 7:00 p.m. on the 1st Thursday of each month. The meeting place will be determined by the host agency. Schedule of the hosting agency will be made and approved at the November meeting for the next year.

Section 2.

Meetings of the members shall be held at such other times as the Chairman of the Board of Directors may determine. Due notice by electronic mail shall be given to every member fire department or rescue squad at least (5) five days preceding the meeting.

ARTICLE IX

MEMBERSHIP IN GOOD STANDING

Section 1.

Fire Departments or Rescue Squads, in or servicing a portion of Blount County, shall abide by the Rules of the Blount Co. Fire & EMS Association, to maintain membership in good standing. The Rules of the Blount County Fire & EMS Association will be listed on a document labeled such and maintained by the Secretary / Treasurer of the Association. The rules will be approved by a vote of the Board of Directors.