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ARTICLE I
Section 1
NAME: The name of this
organization shall be the Pompier, Pump, and Playpipe Society of
Indiana, Incorporated. Herein referred to as PPPSI.
Section 2
The principal office
of this organization shall be located in Indianapolis, Indiana, at or
near which an inventory of all real and personal property owned,
leased, or controlled by this organization shall be located and
maintained.
Subchapters may retain
possession of organization property with the approval of the President
and Treasurer. The President can demand the return of any said items
if he/she feels the subchapter is not handling them responsibly and is
in the best interest of the organization.
ARTICLE II
PURPOSE: The objects
and purposes for which PPPSI is formed shall be exclusively
charitable, educational and social within the meaning in section
501(c)(3) of the United States Internal Revenue Code of 1954, as the
same may be amended and in particular:
1. To promote interest
and appreciation in the restoration, preservation, and operation of
fire apparatus, fire fighting equipment, and memorabilia associated to
the fire service.
To promote interest in
all matters pertaining to the history of the fire service, fire
fighting, and fire prevention; and to assist and cooperate with, and
provide essential services for organizations dedicated to the same or
similar purpose, no part of the net earnings of which may incur to the
benefit of any private individual.
2. To institute and
present fire prevention and educational displays.
3. To conduct any
activities lawful under the Indiana Not-For-Profit Corporation Act.
4. To foster a spirit
of friendliness and cooperation among its members, the fire service,
and public.
5. To acquire, own, or
lease such real and personal property as may be necessary and proper
for carrying out any or all of the foregoing purposes and to enter
into and execute such leases, contracts, agreements or other
instruments as may be required in respect to such property.
In the event of
dissolution of the organization, any remaining assets shall be
distributed only to such organizations, which are exempt under Section
501(c) 3 of the Internal Revenue Code.
ARTICLE III
Affiliation
SECTION 1. This
Corporation shall be and hereby is affiliated with the SOCIETY FOR THE
PRESERVATION AND APPRECIATION OF ANTIQUE MOTOR FIRE APPARATUS IN
AMERICA (SPAAMFAA).
This Corporation is
subject to the Constitution and By Laws of SPAAMFAA insofar as they
prescribe the functions of Regional Chapter Corporations and are not
in conflict with the By Laws herein.
ARTICLE IV
MEMBERS: Membership
shall-be of three classifications:
Active, Affiliate, and
Honorary Membership.
Section 1.
Active Memberships
shall be either an individual or family of good moral character (for
these purposes a family shall consist of the immediate family members
residing at the same place of residence) who shall pay the required
annual dues. An Active Membership shall have a maximum of two votes
total (regardless of the total number of family members). All members
voting shall have attained the age of 18. Active members shall be
eligible to hold office, attend and vote at meetings, and should
participate in drills, parades and other functions of the organization
whenever possible.
Section 2
Affiliate Memberships
shall be any fire department or other organization owning antique fire
apparatus, as defined by the Board of Directors, shall not be eligible
to hold office but may attend meetings, drills, parades and other
functions of the organization. An affiliate member is entitled to a
single vote to be cast by a representative duty, certified in writing
by the Chief or President of the affiliate group.
Section 3
Honorary Members shall
comprise certain individuals who by virtue of their position, could
advise and counsel the organization. Acceptance to this category shall
be by two-thirds majority vote of all Active members present at a
regular meeting. Honorary members are exempt from paying dues.
Honorary members shall not be eligible to hold office but may attend
meetings, drills, parades and other functions of the organization.
They may serve on committees, but shall not chair committees.
Section 4
NEW MEMBERS: New
members shall be admitted in the following manner: At each regular
meeting the name(s) of the applicant(s) may be proposed by an Active
member. Applicants will be required to submit a Membership Application
Form of the type, which is in use at time of application. A simple
majority vote of all Active members present at a regular meeting shall
be necessary for election to membership.
SECTION 5.
Only active members in
good standing who have their dues paid in full and are not in arrears
shall be entitled to vote at any membership meeting or Board of
Directors meeting.
ARTICLE V
Dues and Assessments
SECTION 1. The annual
dues for active members shall be set by the Board of Directors and
shall be payable on or before the date of February 28 of the current
year.
SECTION 2. Memberships
shall be terminated if dues are not received by March 31 of the
current year.
SECTION 3. Dues paid
after October 1 will count as paid for the following calendar year.
Article VI
QUORUM: Simple
majority of all Active members present at a regular meeting shall
constitute a quorum.
Article VII
SECTION 1.
OFFICERS: The officers
of the organization shall be comprised of a President, Vice-President,
Secretary, Treasurer and Regional Directors. Officers shall be elected
by a two-thirds majority vote of all Active members present at the
regular meeting in the month of November except Regional Directors.
Regional Directors will be appointed to new subchapters by the
President. After serving a one-year term, Regional Directors will be
elected by a two-thirds majority vote of all active regional members
present at the regional November or 4th quarter meeting. Regional
Directors must live in the region they are representing. The officers
shall assume office the first of January of the following year and
serve a term of one (1) year. A vacancy in any office may be filled at
any regular meeting by a two-thirds majority vote of all Active
members present, for the balance of the present term. A member must be
in good standing a minimum of twelve (12) months and a member of
SPAAMFAA prior to nomination to office. Any officer found either to be
failing to discharge their duties or to act in the best interest of
the organization may be impeached by a two-thirds vote of all active
members present at a regular meeting (by ballot or voice vote). At the
discretion of the above elected officers, any Active member may be
asked to serve as a Corresponding Secretary or Newsletter Editor.
SECTION 2. No member
of this Corporation shall hold more than one elective office at the
same time except as otherwise provided in these By Laws.
Article VIII
DUTIES OF OFFICERS:
The President shall
preside at all regular and special meetings and shall appoint all
committees, to enforce the observance of the By Laws and to install
newly elected officers, directors and members. The President shall
perform the duties of the Treasurer in the absence of the Treasurer.
The Vice-President
shall assist the President in any way that he/she may direct; and in
the absence of the President shall preside and do all acts incumbent
on the President to perform.
The Secretary shall
keep minutes of all regular and special meetings and shall attend to
such correspondence as may be required or directed. The Secretary
shall keep at all times a complete and accurate list of all members
entitled to vote by the articles of Incorporation which may be
inspected by any member, for any proper reason, at any reasonable
time. When it is anticipated that a two-thirds majority vote of all
Active Members present at a regular meeting will be required on action
of Honorary membership, annual election, impeachment of an officer, or
amendments to the Constitution, The Secretary will be required to give
written notice to all Active members via minutes of the meeting in
which such action was proposed.
The Treasurer shall
receive all dues, fees, assessments and donations; pay all corporation
debts up to seventy-five (75) dollars without formal consent of the
membership in open meeting, and pay all other debts that have been
approved by membership in open meeting. The Treasurer shall keep
accurate record of all receipts and disbursements and present a report
at each regular meeting showing the balance on hand. The Treasurer
shall be required to surrender all financial books and records of the
organization upon request of the Audit Committee.
The Regional Directors
shall provide an established official for the sub chapters, and
improve communications and coordination between PPPSI subchapters as a
whole.
The Regional Director
shall develop and maintain a line of communication between PPPSI and
its members in each respective region. It shall be the responsibility
of the President to contact each Regional Director regularly in order
to pass along information, answer questions, or provide needed
information. It shall then be the responsibility of each Regional
Director to get the information to all the members of their region.
This passing of information may be done in whatever the Regional
Director feels is appropriate be it phone, e-mail, letter, or meeting.
The Regional Director
is also to be involved with promoting and coordinating all PPPSI
activities in their region, as needed.
Regional Directors
should also develop and maintain a good relationship with the Fire
Department in their region and assist these departments if asked.
Article IX
BOARD OF DIRECTORS:
SECTION 1.
The affairs of this
organization shall be managed by a board of directors who may be
members of the corporation. There shall be at least 3 members on the
Board of Directors. All Board members must be nominated by the
Nominating Committee. Officers may hold a position on the Board of
Directors.
SECTION 2.
Good management of the
organization's affairs shall be entrusted to 'Board of Directors. An
annual meeting of the Board of Directors shall be held within six (6)
months after the close of each fiscal year.
SECTION 3.
The Board of Directors
shall manage the business and the affairs of the Organization and
shall have the power and authority to enforce all rules and
regulations of the Organization as set forth in the By Laws. The Board
of Directors shall be responsible for the committees acting in the
name of the Organization and accountable for the activities and
expenditures of these committees.
SECTION 4.
The Board of Directors
may act upon all matters pertaining to the Organization without the
consent of the active membership, pursuant to law. However, the
Directors are responsible to the Organization for their actions and
are deemed to stand in a fiduciary relationship to the Organization
and shall discharge the duties of their respective positions in good
faith and with that diligence, care and skill which ordinarily prudent
men/women would exercise under similar circumstances.
SECTION 5.
A majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business and the acts of a majority of the directors
present at a meeting at which a quorum is present shall be the acts of
the Board of Directors.
Article X
Regional Subchapters
Section 1
1. Each region should
hold at least one regional meeting each quarter. (Minimum of four per
year)
2. The Regional
Director should notify all members of the region, preferably in
writing, of all regional meetings and events, so that everyone can
have the opportunity to participate in club functions.
3. Minutes should be
kept of each meeting, with a copy retained for the region and a copy
sent to the secretary of PPPSI.
4. All mailings to
regional members should also be forwarded to all of the PPPSI officers
and directors, so that everyone can be informed and plan accordingly.
5. The state is
divided into 3 subchapters, north, central, and south. The northern
subchapter represents all members living north of Kokomo. The southern
subchapter represents all members living south of Edinburgh. All
members are welcome at all subchapter meetings and events. The
division of the state should by no means constitute division of PPPSI
as a whole.
Section 2
Regional Finances
The Regional Director
is responsible for the regional treasury. If it is determined that a
sub chapter Treasurer is needed, the Regional Director may appoint
one. That position would then be an elected position each year.
The Regional Director
or Treasurer should make a quarterly repot to the PPPSI Treasurer to
avoid trouble with the IRS.
Each region will
receive $3.00 from the membership dues from each member in the region,
annually. This is paid by the PPPSI Treasurer each year at the April
regular meeting.
Any Additional funding
needed or required is raised by the region itself, in any way it deems
appropriate.
Article XI
Committees
SECTION 1.
All committees shall
be appointed by the President.
SECTION 2.
Each committee shall
consist of at least three (3) members; one of who shall be Chairman,
and all of who shall be appointed by the President The President shall
serve, at his discretion, as an ex-officio member of all committees.
The committee chairman shall be directly responsible to the President
and shall give a committee report at each regular meeting.
Article XII
MEETINGS:
SECTION 1.
Regular meetings shall
be held the first Sunday of each month at two (2:00) P.M. If a
regularly scheduled meeting falls on a legal Holiday the members shall
be notified in advance of the date of the rescheduled meeting. Special
meetings may be called by the President, or in his absence or
inability to serve the Vice President.
SECTION 2.
An annual meeting of
the Board of Directors shall be held within six (6) months after the
close of each fiscal year.
Article XIII
Elections
Section 1.
In September of each
year, the President will appoint a Nominating Committee to nominate
candidates for the November election. Nominations will be announced at
the October meeting. Voting will take place at the November meeting.
Regional Directors are
to submit a list of nominees for any offices of the subchapters in
September.
Section 2.
There will be no mass
nomination of existing officers. All Candidates of any office must be
nominated by the Nominating Committee and voted on by all members
present at the November meeting.
Section 3.
The Offices of
President, Vice President, and Secretary will have term limits of 2
consecutive years. Past officers may be nominated after one year out
of office.
The Board of Directors
will be limited to 3 years in office, on a rotating basis. One member
will be changed every year.
Article XIV
AMENDMENTS: Amendments
to the Constitution may be presented in writing at any regular meeting
but shall not be voted on until the next regular meeting. A two-thirds
majority vote of all Active members present at a regular meeting shall
be necessary for adoption.
Article XV
Suspension and
Expulsion
SECTION 1. Any member
may be expelled or suspended for cause by the Board of Directors for
failure to abide by the By Laws or any regulations of the
Organization, for failure to fulfill the duties of a member or
officer, for conduct detrimental to the best interests of the
Organization, or for other good and sufficient cause. Removal shall
proceed as follows:
(a) A petition stating
the charge shall be filed with the Secretary and signed by two-thirds
of the Board of Directors or by two-thirds of the active members.
(b) A hearing shall be
held by the Board of Directors and the Secretary shall notify each
member of the Board of Directors at least seven (7) days prior to the
hearing.
(c) The member shall
be given written notice of the charge or charges at least seven (7)
days before the hearing.
(d) The petitioners
shall present their case first, the members shall be heard by the
Board second, and the vote shall then be taken. Two thirds of those
voting shall be necessary to expel or suspend a member.
(e) Should the member
whose expulsion is being considered be the Secretary, the Treasurer
shall receive and distribute the petition. Should said member by the
President; the Vice President shall preside during the proceedings.
SECTION 2. This
Article shall not apply to members dropped from the rolls for
non-payment of dues or assessments.
SECTION 3. A member
expelled shall not be eligible for reinstatement.
ARTICLE XVI
Reinstatement
SECTION 1.
Any member dropped
from the roll for non-payment of dues or assessments may be reinstated
by the Board, provided the amount of his indebtedness at the time he
was dropped shall have been paid, and upon payment for the current
year.
Article XVII
Resignations:
Resignations shall be
in writing or in person but shall not be accepted if the member is
under suspension or is indebted to the Corporation or has not turned
over all property belonging to the Corporation.
Article XVIII
Delegates to
Conventions
SECTION 1. All
delegates to represent this Organization at any convention, meeting or
assembly shall be appointed by the President and approved by the Board
of Directors.
Article XIX
DISSOLUTION:
The organization may
be dissolved at any time by the written consent of not less than
two-thirds of the Active members. In the event of the dissolution of
the organization other than for purposes of reorganization whether
voluntary or involuntary or by operation of law, none of the property
of the organization nor any proceeds thereof nor any assets of the
organization shall be distributed to any member of the organization,
but after payment of the debts of the organization, its property and
assets shall be given to a charitable organization, which promotes the
same services, as did this organization.
Article XX
The organization shall
not be conducted or operated for profit and no part of the net
earnings of the corporation shall inure to benefit of, or be
distributed to its members, officers or other private persons, except
that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributes in furtherance of the purposes set forth in Article II
hereof. No substantial part of the activities of the corporation shall
be the carrying on of, propaganda, or otherwise attempting to
influence legislation, and the
corporation shall not participate in, or intervene in any political
campaign on behalf of any candidate for public office.
Notwithstanding any
other provision of these activities, 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 (b) by a corporation,
contributions to which are deductible under section 170(c)(2), of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Revenue Law).
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