Grizzly RFPA

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- Grizzly Rangeland Fire Protection Association
  (An Oregon Nonprofit Public Benefit Corporation)
  
  Article I.
  OFFICES; PURPOSE
  
  Section 1.1 Principal and Registered Office: The principal office of the Association in the State of Oregon shall initially be located at PO Box 729, Madras, Oregon. In addition, the Association shall have and continuously maintain in the State of Oregon a registered office, and a registered agent whose office is identical with such registered office, as required by the Oregon Nonprofit Act. The registered office may be, but need not be, identical with the principal office in the State of Oregon, and the Board of Directors may change the address of the registered office from time to time.
  Section 1.2 Purposes: As a Non-Profit Association for the public benefit, the purpose of the Grizzly Rangeland Fire Protection Association is to suppress range fires within the district, provide education and training in fire suppression to our members and volunteers and to provide education and support for fire prevention. Our goal is to suppress wild fires before they become large fires. We will do this through training, response readiness and support from neighbors helping neighbors.
  
  ARTICLE II.
  DEFINITIONS
  Section 2.1 Generally: Except as modified by these Bylaws, the definitions set forth in ORS Chapter 477 shall be incorporated into these Bylaws and accepted by the Association.
  
  Section 2.2 Defined Terms: For purposes of these bylaws, the following terms have the meanings defined below:
  
  “Association” means the Grizzly Rangeland Fire Protection Association.
  “Fire Protection” means and includes fire prevention, fire detection and fire suppression.
  “Member” means a member of the Association.
  “Membership Lands” means lands within the Association boundaries that are owned or controlled by individuals or entities that are members. The ownership of these lands may include, private individual or entity, public utility, special district, county, state or federal government.
  “Association Personnel” means those individuals who have been appointed by the Board of Directors of the Association to perform fire protection services.
  “Membership Meeting” means an annual meeting of the members scheduled for October of each calendar year.
  
  ARTICLE III.
  MEMBERSHIP
  Section 3.1 General: A member in good standing is, an individual, a land owner of membership lands, or a organization or entity, that has submitted a membership application to the Association and has paid any annual membership fees authorized by the Board of Directors for the current year.
  
  Section 3.2 Membership Fees: The Board of Directors of the Association may, at the October membership meeting, set annual membership fees. Any membership fees set at the October membership meeting will be due by January 1^st for the calendar year. Any member joining after June 30^th of any calendar year can pay ½ the assessed annual fee. All membership fees will only be used for authorized operation and expenses of the Association.
  
  Section 3.3 Membership Tiers: For purposes of assessing annual fees memberships will be divided into “Tiers.”
  Individuals: Any person who does not own any membership lands. This could be a renter in the district or a person who lives outside the district.
  Small Land Owners: Any person who owns less than 10 acres of membership land.
  Large Land Owners: Any person who owns 10 or more acres of membership lands.
  Organizations or entities: Any corporation, business, public utility, special district, county, state or federal entity.
  
  Section 3.4 Membership Duties: Members may volunteer to serve on fire suppression crews on fires on membership lands or within the boundaries of those organizations with which the association has a cooperative agreement. Members may volunteer the use of their equipment and labor force to aid in fire suppression. Membership landowners shall cooperate with Association personnel that are in charge of a fire suppression.
  
  Section 3.5 Membership Cancellation: Any membership may be revoked by a majority vote of the Board of Directors at a regular meeting for failure to comply with the bylaws of the Association or with a finding of good cause.
  
  ARTICLE IV.
  BOARD OF DIRECTORS
  
  Section 4.1 General Powers: The business and affairs of the Association shall be managed, directed and controlled by its Board of Directors. The Board of Directors may exercise all powers of the Association and do all such lawful acts as are noted by statute, by the Articles of Incorporation or by the Bylaws directed or as required to be exercised and done by the Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. No grants will be applied for or accepted and no donated equipment will be accepted on behalf of the association without authorization from the Board of Directors.
  Section 4.2 Number, Tenure and Qualifications: The number of Directors shall be not less than five Directors. They will consist of the four officers and one director. The term of the Director shall be Three (3) years or until his/her successor shall have been elected and qualified. Directors may be re-elected for any number of terms. Position 1: Term expires January 2024 and then every 3 years.
  Section 4.3 Election of Directors and Vacancies: Any open positions on the Board of Directors will be filled by a majority vote of the members present at the October Membership meeting. Nominations for vacant Director position must be submitted to the Board Chairperson two weeks prior to the October membership meeting so that names can be included in the meeting notice. Nominations must be a member in good standing and a person can nominate himself or herself. The Board may open nominations from the floor at the membership meeting.
  Any vacant terms occurring in the Board of Directors may be temporally filled by an affirmative vote of a majority of the remaining Directors to serve until that position is filled by a vote of the membership at the January membership meeting.
  Section 4.4 Officers: The officers of the Association shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer and such other officers as may be elected in accordance with the provisions of this Article. Immediately following the election of Directors at the October membership meeting the Board shall elect officers each year with at least a majority of the total Board voting for the winning candidate. The Board may replace an officer or fill a vacancy at any meeting with at least a majority of the total Board voting for the winning candidate.
  Section 4.5 Compensation: The Board of Directors and members of the Association shall serve without compensation however the Board may elect to reimburse Directors and members for out of pocket expenses.
  Section 4.6 Duties of Officers: The Board of Directors may specify duties and responsibilities of the officers however the duties will include the following:
  Chairperson: The Chairperson will be chair all membership meetings and meetings of Board of Directors and be responsible for setting the agenda for all meetings. The Chairperson is authorized to approve all expenses of the association.
  Vice-Chairperson: The Vice-Chairperson will assist the Chairperson with all duties and will act as Chairperson in the Chairperson’s absence.
  Secretary: The Secretary will assure minutes are taken at all meetings, notices are made as required, reports are completed and filed as required and will be the keeper of all records of the Association.
  Treasurer: The treasurer will be responsible for all funds of the Association and will be authorized to sign checks approved by the Chairperson or another Director in the Chairpersons absence. The Board may appoint another Director to sign checks in the absence of the Treasurer.
  Section 4.7 Removal of a Director: Any Director elected by the Membership may be removed by a majority vote of all members in good standing at The October membership meeting when the required notice of the meeting includes notice of intent to vote on removing the Director.
  
  ARTICLE V.
  MEETINGS
  
  Section 5.1 Membership Meetings: The Association shall hold annual membership meetings in October of each calendar year, the exact date, place and time to be set by the Board of Directors.
  
  Section 5.2 Regular Meetings: Regular meetings of the Board may be held at such time and place as may be called by the Chairperson or the Vice-Chairperson or by a majority of the Directors, or can be set at a regular meeting of the Board. Notwithstanding requirements for notice in these Bylaws, future meetings set by the Board at a scheduled meeting of the Board do not require additional notice.
  Section 5.3 Quorum: At any meeting of the Association a majority of the Board of Directors shall constitute a quorum for the transaction of business; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Directors may attend a meeting in person, or remotely by telephone, video conference or other electronic means.
  At a Membership meeting, the members present shall constitute a quorum for the transaction of business by the members.
  Section 5.4 Notice: A minimum of seven days notice of any meeting of the Association shall be given to each Director of the Association. In addition, the Board of Directors shall cause a notice of Membership meeting to be posted in a prominent place where it is likely to be seen in each district of the Association.
  Whenever, under the provisions of the Oregon Business Corporation Act, the Oregon Non-Profit Corporation Act, the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director, at his/her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.
  Section 5.5 Waiver of Notice: Whenever any notice whatever is required to be given to any Director under the provisions of the Oregon Business Corporations Act, the Oregon Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
  Section 5.6 Actions Without a Meeting: Any action required by the Business Corporation Act or Oregon Non-Profit Corporation Act of the state of Incorporation to be taken at a meeting of Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken or to be taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.
  Section 5.7 Effect of Attendance: Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws.
  
  ARTICLE VI.
  ADMINISTRATIVE MATTERS
  
  Section 6.1 Association Personnel: The Board of Directors will appoint a Fire Manager, Assistant Fire Manager, Division Supervisors and any other positions deemed necessary for fire protection in the district. Association personnel will be volunteers and will be solely responsible to the Board of Directors of the Association. Association personnel can be dismissed by a majority vote of the Board of Directors with or without cause.
  
  Section 6.2 Fire Manager: Duties of the Fire Manager will include:
  Responsibility for fire protection in the district,
  Working in coordination with and overseeing the Division Supervisors.
  Equipment inventory and maintenance records.
  Any other duties assigned by the Board of Directors.
  
  Section 6.3 Assistant Fire Manager: The Assistant Fire Manager will work in coordination with the Fire Manager and will act as the Fire Manager in the Fire Manager’s absence.
  
  Section 6.4 Division Supervisor: Division Supervisors will be assigned to a region in the district and will work in coordination with and at the direction of the Fire Manager. Duties will include:
  Fire protection,
  Supervision of volunteers in the region,
  Maintenance of equipment assigned to the region,
  Equipment inventory and maintenance records of equipment assigned to the region,
  Other duties requested by the Fire Manager or assigned by the Board of Directors.
  
  Section 6.5 Fiscal Year: The fiscal year of the Association shall begin on the 1^st day of July each year and end on the 30^th day of June in each year.
  
  ARTICLE VII.
  CONTRACTS, CHECKS, DEPOSITS, FUNDS AND PROPERTY
  
  Section 7.1 Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
  Section 7.2 Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be approved by the Board of Directors. In the absence of such determination by the Board of Directors, the Treasurer shall sign such instruments only after approval of the Chairperson or another authorized Director. The signature of the Treasurer will constitute his/her approval. In other words at least two Directors must authorize any expenditure of the Association not specifically authorized by a vote of the Board of Directors.
  Section 7.3 Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
  Section 7.4 Donations and Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Association.
  
  ARTICLE VIII.
  NON-DISCRIMINATION
  
  The Association shall not discriminate in providing services, approving volunteers, or otherwise on the basis of gender, race, creed, marital status, sexual orientation, religion, color, age or national origin.
  
  ARTICLE IX.
  AMENDMENTS TO THE BYLAWS
  
  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors at any semiannual membership meeting, if at least seven days’ written notice is given of intention to alter, amend, repeal or to adopt new Bylaws at such meeting.
  
  ARTICLE X.
  DISSOLUTION
  
  This Association may be dissolved as provided by ORS 61.525 et. seq., or corresponding sections of future Oregon law. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association shall be to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a courtof competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which was organized and operated exclusively for such purposes.
  
  Adopted and dated this ____ day of _______, 2023.
  
  ___________________________________                                     __________________________________
  Brent Fessler, Chair                                              Simon Winters, Vice Chair
  
  ___________________________________                                      __________________________________
  Mike Cookingham, Secretary                            Robert E. Rufener, Treasurer
  
  
  ___________________________________
  Rod Fessler, Director
Meeting Minutes
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Grizzly Rangeland Fire Protection Association

(An Oregon Nonprofit Public Benefit Corporation)

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