GCIVFD By-Laws Adopted 8/11/14

Great Cranberry Island Volunteer Fire Department

By-Laws

-Revised: 7 January 2002, 4 October 2004, 4 September 2006,
2 October 2006 and 11 August 2014-
(Maine Revenue Services Reg. No. E45122)
(DCN Number 20102288011482)
(Charter Number 19480062ND)
(EIN 47-2436855)
(A NON-PROFIT ORGANIZATION with members)

Article I

The office of this organization shall be located on Great Cranberry Island in the Town of Cranberry Isles, Hancock, Maine.

Article II
Name and Purpose

Section 1. Name: The name of this organization shall be "Great Cranberry Island Volunteer Fire Department". It shall be referred to as the "Department" in these by-laws.

Section 2. Purpose: The purpose of the Department is to provide residents of Great Cranberry Island with fire prevention and suppression and other emergency services as necessary to the best ability of its members. In order to provide these services, the Department will conduct fundraising activities from time to time. All activities of the Department are to be of a "not for profit" nature. Funds raised are to be used for training, equipment focused on fire prevention, suppression and general welfare of the Great Cranberry Island community. NO part of the net earnings shall inure to the benefit of any individual or entity other than another tax exempt organization or organizations.

Section 3. Powers: The Department shall have all the powers, rights and duties normally incident to such corporations and all other rights granted to corporations organized under the Maine Nonprofit Corporation Act, 13-B M.R.S.A. Sec, 101 et seq., (the “Act”), but shall engage only in such activities as are permitted by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 4. Public Benefit Corporation. The Department shall be a “public benefit corporation” as described in Section 1406 of the Act.

Article III
Membership

Section 1. Members: Membership is open to all community members, men or women, who reside in the Town of Cranberry Isles year round or during the summer, who are at least 16 (sixteen) years of age. Those wishing to become members may apply to the organization by filling out an application. The Officers of the Department will review and evaluate applicants and make recommendations for approval to the membership. Approval of applicants will be determined by a majority vote of the membership at a meeting of the Department.

Section 2. Membership Training: Required training including but not limited to mandatory OSHA training is to commence with acceptance to the Department no matter the level of participation within the Department. All fire Department members must complete initial and yearly OSHA trainings to remain in good standing with the Department. Initial and Annual trainings will consist of any training as outlined by the Maine Bureau of Labor. These mandatory trainings are to be posted as outlined in Article IV.

Section 3. Membership Conduct: All members of the Department, regardless of rank or assignment, are required to discharge their assigned duties conscientiously and to conduct themselves, at all times, in a manner which will bring credit on the Department and themselves. They shall, at all times, show respect for the authority of those directing their work and observe the spirit as well as the letter of the guidelines, policies, safety requirements, procedures, practices, and customs of Great Cranberry Island Volunteer Fire Department.

Article IV
Membership Meetings

Section 1. Annual Membership Meetings: The Annual Meeting of the members shall be held the second Monday of August each year at a time to be determined by Department officers and posted in advance of the meeting, at the Great Cranberry Island Fire Hall. At the Annual Meeting, in addition to any other business that may come before members, the Department shall discuss business activities and plans of the organization for the next year. In addition, at the Annual Meeting, the members shall elect Officers to their respective positions. 20% of the department’s overall membership shall constitute a quorum in order to elect Officers. If the Annual Meeting is missed, then Officers may be elected to their respective positions at the next regularly or specially scheduled meeting as long as the agenda outlines that Officers are to be elected at such a meeting and the agenda is posted as outlined in Article IV, Section 4.

Section 2. Regular and Special Membership Meetings: Regular meetings of the members to conduct business will be held the second Monday of each month at times appropriate for the season and announced at least seven days in advance. Notice of such meetings to be posted publicly at the Post Office, Store and Fire Hall. Special meetings of the members may be called at the behest of the majority of the membership of the Department or by the Town of Cranberry Isles Public Safety Coordinator. Public Notice of such Special Meetings must be given at least seven days in advance and posted at the Post Office, Store and Fire Hall. In order for motions to carry at regularly or specially scheduled meetings, the majority of those members present are required. No quorum is required for meeting votes if proper meeting notifications have been made as outlined in this section. A quorum is required to elect officers. No proxy votes will be accepted.

Section 3. Training Meetings: Practice and training meetings will be determined at regular business meetings. Training meetings will be held at times appropriate for the season and are not subject to being announced 7 days in advance.

Section 4. Emergency Membership Meetings: Emergency meetings may be called at the behest of the Officers or a majority of the membership of the Department or the Town of Cranberry Isles Public Safety Coordinator. These meetings must be posted at least 24 hours in advance at the Post Office, Store and Fire Hall.

Section 5. Committees: The Department may vote to establish various committees to conduct research, coordinate with other organizations, etc. Unless otherwise specified by the Department, such committees will dissolve at the annual meeting of members.

Article V
Officers

Section 1. Powers of Officers: The Officers shall manage the activities of the Department.

Section 2. Number and Selection: There shall be 5 Officers: President, Vice President, Treasurer, Secretary and Fire Chief. The Registered Agent of the Department shall be the Secretary of the Department unless the Department finds it necessary to appoint another Officer to that duty.

Section 3.Terms Served: Officers may serve successive terms of one year without limit.

Section 4. Resignation: An Officer may resign from their position by giving a written notice to the Secretary of the Department. Unless otherwise specified in the notice, the resignation shall become effective upon receipt by the Secretary. Acceptance of such resignation by the Department shall not be required to make it effective. If the Secretary chooses to resign, he or she must give written notice of resignation to the President of the Department.

Section 5. Removal: Any Officer may be removed by a majority vote of the membership whenever in its judgment the best interest of the Department will be served thereby.

Section 6. Vacancies: If there is only one vacancy, a new officer will be elected at the next regularly scheduled membership meeting. If there are two or more vacancies, a special membership meeting will be called for the purpose of electing Officers to the vacant positions. This meeting will follow the posting procedure outlined in Article IV, Section 4. 20% of the department’s membership shall constitute a quorum in order to elect Officers. Each Officer so elected shall hold office until the next annual meeting.

Section 7. Duties:

(a) President: The President shall be the Chief Executive Officer of the Department, and when present will preside over the meetings of the membership of the Department. He/She will have the responsibility for general management of the Department, and unless the Treasurer shall sign, he/she shall sign checks, drafts, of the Department and shall perform such duties as commonly incident to the office.

(b) Vice President: This individual shall perform such duties as the Department shall designate. In the President's absence or inability to act, the Vice President shall perform the duties of the President. This person is also in charge of working with the Great Cranberry Island Volunteer Fire Department Chief and the Town of Cranberry Isles Public Safety Coordinator in ensuring the Department has the most up to date fire fighting equipment that budgets will allow and that it is all properly functioning.

(c) Treasurer: The Treasurer shall maintain all financial accounts of the Department, and attend to the disposition and dispersal of funds and securities belonging to the Department. The Treasurer shall receive and give receipts for monies due and payable to the Department and such banks, trust companies or other depositories as shall be selected and approved by the Department. He/She will each month, present the Department written financial status of the Department, to include available Town of Cranberry Isles’ Funds. The Treasurer shall also maintain all financial account records for the Department.

(d) Secretary/ Registered Agent: The Secretary shall keep minutes of meetings of the Department and annual meetings of the Members. These minutes are to be stored as permanent records of the Department, and shall be considered public records upon approval at regular or special membership meetings. Minutes will be made available upon request. He/She shall also maintain copies of all correspondence pertaining to business conducted by the Department. In addition to these duties, the Secretary will be the Registered Agent of the Department, maintaining all records required by the State of Maine and filing annually the appropriate forms and fees with the State of Maine, Secretary of State. As agent he/she will have the power to affix and attest to contracts, deeds, and other documents as previously approved by the Department when necessary or appropriate. The Secretary will also be responsible for maintaining training records. The Secretary will be responsible for providing notice of all regular and duly called special meetings of the Department. Notice shall be furnished in the manner provided by these bylaws.

(e) Fire Chief: This individual shall be responsible for the Fire Department operations at fire scenes, accidents, natural disasters, etc. Control of incidents can be in conjunction with the Islesford Volunteer Fire Department Chief or Representative and/or the Cranberry Isles Rescue Service Chief or Representative. He or She, with assistance of the Town of Cranberry Isles Public Safety Coordinator, shall be responsible for the maintenance of the Department’s readiness, training members in equipment use, and instructing members in current state of the art fire fighting. This individual is also expected to, in conjunction with the Town of Cranberry Isles Public Safety Coordinator, coordinate training with other fire Departments when feasible. This individual may hire the services of qualified instructors and utilize Department members to fulfill the above duties as deemed appropriate by the Department.

Article VI
Fiscal Management

Section 1. Fiscal Year: The Fiscal Year of the Department shall follow the Town of Cranberry Isles fiscal year of January 1 to December 31.

Section 2. Deposits: All funds obtained by the Department shall be deposited in such banks, trust companies, and financial institutions as directed by the Department.

Section 3. Checks, Drafts, etc.: All checks, drafts and orders of payment shall be executed on behalf of the Department by the Treasurer or President or such other officer. Checks, drafts or orders of payment for more than $1,000 shall require the signature of two officers.

Section 4. Contract and Notes: All contracts, deeds, notes, and other obligations of the Department other than checks and drafts shall be signed, with prior authorization of the Department, by the President unless the Department shall specifically designate another person.

Section 5. Gifts: The Officers may accept, on behalf of the Department, any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Department.

Section 6. Investments: The Department shall have the right to invest and reinvest any funds held by it, according to the judgment of a majority of the membership, provided that no action shall be taken by or on behalf of the Department if such action is a prohibited transaction, or would result in the loss, or in any manner impair, the tax exempt status of the Department.

Article VII
By-Law Amendments and Dissolution

Section 1. Amendments: These by-laws may be altered, amended, or repealed or new bylaws may be adopted at a special or regular meeting by the Department. A simple majority of the overall Department membership shall constitute a quorum when altering, amending or repealing bylaws.

Section 2. Dissolution of the Department: Upon dissolution of the Department, or the termination of its activities, the assets of the Department remaining after payment of all liabilities shall be distributed at the sole discretion of the Officers exclusively to one or more organizations operating as "not for profit", within the meaning of the Title 13B of the Maine Revised Statutes. Preference to be given to such organizations whose goals are to improve the well-being of the Great Cranberry Island community.

Section 3. Conflict: In the event of any conflict between these by-laws and provisions of any state or federal statutes, the latter shall control.

Article VIII
Indemnification

The Department shall have the power to indemnify and, without formal action by the Directors or other persons, shall indemnify any Officer, in respect of any and all matters or actions for which indemnification is permitted by the laws of the State of Maine, including without limitation, liability for expenses incurred in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. Indemnification under the preceding sentence with respect to persons other than Officers and Directors, such as employees, agents, members or other persons acting for or on behalf of the Department may be made only upon the affirmative vote of the Officers in specific instances. The Department shall only indemnify an individual only if they were acting within their scope of authority within the Department and with good faith in the reasonable belief that his/her action was in the best interest of the Department or, with respect to any criminal action or proceedings, had reasonable cause to believe that his/her conduct was lawful. The Department may purchase and maintain insurance on behalf of any person who is or was a Officer, employee, member or agent of the Department, or who is or was serving at the request of the Department as , Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any of the above-stated capacities, or arising out of his or her status as such, whether or not the Department would have the power to indemnify such person.