Manton Firesafe Council Bylaws

Here is a copy of the bylaws recently drafted by the Manton Firesafe Council board of directors. We are asking that the community take a moment to read and review. If there are concerns, changes, or comments that need to be addressed, we ask that they be sent to chairJanet@mantonfiresafecouncil.org by the Janurary 5th, 2022. All responses will be collected, reviewed and brought to the general community meeting on January 10th, 2022 at 6P at the Manton Volunteer Fire Station, where a vote to pass the bylaws will take place. These bylaws are being created so that there is a transparent structure and process to functions of the Manton Firesafe Council.

BYLAWS OF THE MANTON FIRE SAFE COUNCIL

I.ORGANIZATION’S NAME

The name of this organization is the Manton Fire Safe Council, herein referred to as

the Council.

II. MISSION STATEMENT

Our mission is to protect the people and property of the Manton community from the

catastrophic effects of fire through prevention, education, cooperation and action.

III. MEMBERSHIP

Membership is automatic for anyone who lives, works or owns property within 96059 zip

code and is at least 18 years of age or an emancipated minor.

No member shall have the authority to commit the Council to any indebtedness or to

raise funds in the name of the Council without prior approval of the Board. No member

shall have the authority to speak for or claim to represent the Council without prior

approval of the Board.

IV. BOARD OF DIRECTORS AND OFFICERS

The Board of Directors shall consist of a minimum of five members to include the Chair,

Vice-Chair, Secretary, and Treasurer. The primary purpose of the Board of Directors shall

be the administration of the Council. All actions and inactions of the Board shall be

based on the Council’s Mission Statement.

The Board of Directors shall serve as unpaid volunteers as defined in the California

Corporations Code Section 5239(b) and shall have general supervision of the affairs of

the Council.

At the option of the Chair, other Council members may be assigned to chair a committee

and shall then assume jurisdiction of the activities of said committee. The chairperson of

each committee shall perform the tasks specified in the Article V on Committees.

The Board of Directors shall maintain Council-related files pertaining to the activities of

each office, each committee, and other activities of the Board. All such files shall be a

permanent record of the Council. When there is a change of Board, officers or

committee chairs, files pertinent to the Board, office, and/or committee shall be given to

his or her successors before the next meeting of the Board of Directors, whenever

possible, but no later than the second meeting.

Term of office.

Directors and Officers shall be elected at the December general meeting of the Manton

Fire Safe Council for two (2) year terms.

Special elections shall be held as necessary.

At a minimum, the roster of officers shall include: Chair, Vice-Chair, Secretary, Treasurer

and Committee Projects Chair.

The Board of Directors may create additional offices as necessary.

There is no limit to the number of terms a Manton Fire Safe Council Member may serve,

either as a Chair or as an officer.

A vacancy may occur by death, infirmity, resignation, or removal by the Board. In the

event of a vacancy in the office of the Chair, the Vice-Chair shall assume the office of

the Chair for the remainder of the Council year.

All other vacancies may be filled by appointment as recommended by the Board of

Directors.

The Board may grant a Director a limited leave of absence without necessitating his/her

replacement.

7. The Board Officers shall serve staggered two-year terms.

Officer Responsibilities:

Chair: The Chair shall function as the presiding official of the Council and of the Board

and exercise supervision of the affairs of the Council subject to the approval of the Board

and/or the Council membership and shall serve as the official representative of the

Council, unless he or she appoints an alternative representative.

a. It shall be the duty of the Chair to plan and pursue policies that will promote the

welfare of the Council, to implement directives authorized by the board and/or

the membership, and to keep the Board and the membership fully advised of his

or her activities.

b. The Chair, with the aid of the Board or Committee Chairs shall develop topics,

contact speakers, and prepare the agendas of meetings.

c. The Chair shall be designated as the agent for service of processes and shall

sign all governmental, informational, or other such forms, as required. The

Board may appoint another Director to serve in this capacity, either for all

matters or for a specific single purpose.

Vice Chair: The Vice-Chair shall preside if the Chair is unable to perform his or her

duties and shall have such other duties as directed by the Chair.

Secretary:

a. The Secretary shall have on hand at all board meetings, all minutes of the past

12 months, all lists of committees and committee members, a copy of the

current bylaws, and a copy of the current Roberts Rules of Order.

b. The Secretary is responsible for archiving all correspondence.

c. The Secretary is responsible for posting approved documents including

minutes prior to the next public meeting.

d. The Secretary will keep or be responsible for the secure storage of the original

or a copy of the bylaws as approved, amended or otherwise altered to date.

e. When a motion is made to take a position on an issue, the Secretary shall

accurately record the wording of the motion, the identity of the persons making

and seconding the motion, and the counts of votes in favor and opposed.

f. The Secretary shall keep accurate minutes of all Board meetings.

g. The Secretary shall distribute the minutes to each board member within 14

days of the next Board meeting.

Treasurer: The Treasurer shall receive and disburse all funds of the Council as directed

by the Board.

h. The Treasurer shall maintain accurate records of all receipts and

disbursements of the council and provide a financial report at general and

board meetings.

i. The Treasurer shall deposit all monies in a bank designated by the board.

j. The Treasurer shall be the chair of the finance committee.

V. COMMITTEES

Standing Committees: Standing committees of one or more members shall pursue

outreach activities, work on ongoing projects or goals that are approved by the Board of

Directors and that benefit the community.

Committee chairpersons shall make monthly progress reports at the Board meetings and

shall present as requested at General council meetings.

Permanent Standing Committees: as needed/to be determined.

VI. MEETINGS

Board of Director meetings: The Board of Directors shall hold meetings to prepare an

agenda for the Council meetings and to conduct any other business that may arise. The

Board of Directors shall set the time and place for these meetings.

The Fire Safe Council meeting shall be a general membership meeting and shall be held

at 6 PM local time on the 2nd Monday every month, subject to change dependent upon

vote at Council meeting.

The meeting time and place shall be advertised in advance to the community at large.

The meeting shall be held at a publicly accessible location in the general vicinity of

Manton.

This meeting is open to all Council members and the public.

The annual general membership meeting of the Council shall be held on the 2nd

Monday of December each year.

The purpose of the annual meeting is to elect officers, to receive reports of committees

and officers, and to conduct other business that may arise.

This serves as the annual corporate meeting.

A Quorum for the Board of Directors meetings, for transaction of business shall be a

majority of the number of existing Directors, at least two (2) of whom shall be officers.

Presiding Officer at Meetings:

The presiding officer at a Board meeting shall be the Chair, however, if the chair is

absent then the presiding officer shall be the Vice-Chair. If the Chair and Vice-chair are

absent, the Secretary will preside.

Voting of the Board:

1. Each Board member shall have one vote.

2. Each Board member may vote on any matter, regardless of any office she/he may

hold.

3. A Board member may be recused from voting if a matter benefits or otherwise affect

his/her personally – recusal may be done by the Director or by a vote of the Board

and shall apply only to a single matter; general recusal is not permitted.

4. Board members may vote by email. Said vote will be memorialized by the Secretary

and shall be included in the Motions Log. Any motion and the record of votes so

taken by email shall be incorporated into the minutes of the next Board meeting as

New Business. Each Board member shall retain the right to prevent an email vote

on any subject and to require a formal meeting of the Board with a quorum to

consider the motion.

5. Voting by Proxy:

a. A Board member may, in writing, present to any other Board member his/her

proxy vote for a specific issue on the agenda.

b. All proxy instructions shall be attached to the minutes of that meeting and votes

recorded as proxies.

c. Proxies may not be used at consecutive meetings nor in closed sessions.

6. Meetings by Telephone or by Internet:

a. Any ordinary or special meeting of the Board members may be held by

conference telephone or similar communication equipment as long as all Board

members participating in the meeting acknowledge affirmatively that each can

hear one another.

b. All such electronically connected Board members shall be deemed to be present

at a meeting of the Board.

c. Any electronically conducted meeting shall have minutes recorded in the same

manner as would be required at a physical meeting.

Agenda for Council General Public Meetings:

The primary focus of the Council public meetings shall be to solicit the public opinions

and to report relevant public information or actions taken by the Board on behalf of the

Council pertinent to the well-being and advancement of the community.

The Council shall conduct such business as scheduled by the Board of Directors,

receive reports from officers and Directors and committees, and shall hear from any

attendee who wishes to bring new business to the meeting.

VII. FINANCE

The Fiscal Year shall be the calendar year, from January 1st to December 31st.

The Finance Committee chaired by the Treasurer, shall prepare a budget and submit it in

November to the Board for review, discussion, amendment and approval. Any Director may

submit amendments to the budget for the current fiscal year. Any amendment must be adopted

by a majority vote of the Board.

The Treasurer shall be responsible for the filing of all required financial reports including state

and federal documents. The Treasurer may be assisted by the Secretary or another Director.

Grants:

No grant application shall be submitted without consideration by the Board and then only after a

motion has been properly submitted, voted upon, and approved. All grants applied for shall

conform to the Council’s Mission Statement.

At the direction of the Chair or the Board, another Committee may be assigned to file, or assist

the Treasurer in filing any grant application or to otherwise seek funds to finance Council

projects. 

Prior to submittal of any grant application, the Board shall review, approve the specific grants

application and shall vote on a properly submitted motion to approve or deny submission.

The Finance Committee:

The Finance Committee shall be composed of the Treasurer and at least two other members of

the board.

The purpose of this committee is to provide fiscal oversight for the organization and to report to

the full Board on financial and related issues.

Minutes of the Finance Committee are kept and maintained by the Treasurer; it reports all

activities and presents fiscal information to the full Board at each Board meeting.

The Treasurer and at least one other member of the Financial Committee shall have authority to

sign checks for the organization.

A. Insurance:

1. The Board Members, and Committee Chairs shall be covered by a Directors and

Officers liability policy. 

2. The Council shall also be covered by a business general liability policy.

3. The Council may authorize the Board to purchase additional insurance to meet its

obligations under the terms and provisions of this Article. 

VIII. NOMINATIONS & ELECTIONS.

At the December Annual Meeting nominees for office must be present

Eligibility for Office:

Any member of the Fire Safe Council who is 18 years of age or older is eligible for

nomination.

Election Voting:

Election is by paper ballot at the December annual meeting with majority vote by present

members or submitted proxy vote.

Installation of the incoming Directors shall take place as the first order of business at the

January Board of Directors meeting.

IX. PARLIAMENTARY AUTHORITY

The rules contained in the most current issue of Robert’s Rules of Order shall govern the

Council in all cases in which they are applicable but only where they are consistent with

these bylaws and any special rules of order the Council may adopt.

X. AMENDMENT OF BYLAWS

These Bylaws may be amended by a minimum 2/3 majority vote of the Board of

Directors.

Directors will be given 30 days’ advance notice to consider any motion to amend the

Bylaws.

All motions to amend the bylaws must be memorialized in writing.

Effective Date: The amended bylaws are effective immediately upon adoption unless

the amendment contains a provision specifying another effective date.

A voting member of the Council may suggest an amendment to the Bylaws by

presenting it in writing to the Board through any Director.

The Director receiving any such suggested change shall present the suggestion for

consideration at the next Board meeting.

The Board is not required to move that the suggestion be submitted for a vote.

The submitting member shall be notified as to the Board’s actions on the suggestion.

DISSOLUTION OF COUNCIL

A motion for the dissolution of the Council may be made by:

A minimum 50% +1 of the voting membership or any motion to bring a vote of dissolution

before the voting membership

Or a motion to bring a vote of dissolution before the voting membership can be

considered by the Board of Directors and must be approved by a unanimous vote of the

Board of Directors, by members present or by proxy.

Upon approval of a motion for dissolution, a general meeting shall be scheduled that is

at least one calendar month in the future.

Prior to holding a vote for dissolution, the Council Secretary shall attempt to notify each

member of the motion of dissolution.

Dissolution shall occur only upon a 2/3 vote in favor by not less than 25% of the voting

membership present at the meeting or by proxy.

After a Council vote approving dissolution, the Board’s officers shall take action to notify

all members of Council, shall wrap up any pending business of the Council, shall not

undertake any new business of the Council, shall take action to preserve the records

and files of the Council for a period of not less than five years, and shall notify the

various government agencies of the dissolution as required by law or rule.

The Council Treasurer shall take action to determine an appropriate nonprofit

organization(s) to receive the Council assets, if any, after dissolution and shall present

her/his recommendations to the Board – the Board shall then vote on the post-

dissolution distribution of assets.

The property of this corporation is irrevocably dedicated to charitable purposes and no

part of the net income or assets of this non-profit shall ever inure to the benefit of any

Director, officer, or member thereof or to the benefit of any private person. Upon the

dissolution or winding up of the corporation, its assets remaining after payment, or

provision for payment, of all debts and liabilities of this corporation shall be distributed to

a nonprofit fund, foundation or corporation which is organized and operated exclusively

for charitable purposes and which has established its tax-exempt status under Section

501(c)(3) of the Internal Revenue Code.

Final dissolution shall take place upon completion of XI.F. and G., or after 60 days

following the vote of dissolution, whichever is later.

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