Last Revised:  July 18, 2006 

CONSTITUTION AND BYLAWS OF

THE TENNESSEE FIRE CHIEFS

ASSOCIATION 

ARTICLE | NAME

 SECTION 1.  Name.  This organization shall be known as The Tennessee Fire Chiefs Association.  Herein called the Association. 

SECTION 2.  Purpose.  The purpose of this Association is to further the professional advancement of the fire service to ensure and maintain greater protection of life and property from fire, natural and man-made disaster, or other sudden emergencies.  To carry out this purpose, the association shall:

 A.         Assemble in conference and thereby devise ways and means of improving the fire service by appropriate discussion, lectures, debates, and mutual exchange of ideas.

B.          Cooperate with all organizations to promote programs that further the goals and objectives of the fire service, and with various state departments to suggest helpful legislation;

C.         And do all possible to educate its membership and improve the service they are called upon to render and to enhance the value and dignity of their profession.

 SECTION 3.  There shall be maintained a permanent address in Nashville, Tennessee or at such place as the Board of Directors shall decide.

SECTION 4.  The Treasurer and officers authorized by the Board of Directors shall be bonded by the Association in an amount approved by the Board of Directors.

ARTICLE II MEMBERSHIP

SECTION 1.  The membership of this association shall consist of Active, Associate, Honorary, and Life Members.

A.    Active Members.  Active members shall include:

1.            The chief of the fire department and all chief officers, as designated by the chief of regularly organized public, private, governmental or industrial fire department.

2.            Fire Commissioners and/or Fire Directors who devote full time to administrative and fire fighting operations.

3.            Officials of the State Department of Commerce and Insurance.

4.            Management and Fire Instructors of the Tennessee State fire and Codes Academy.

 B.    Associate Members.

Associates' members shall be individuals interested in the goals and objectives of the Association.  They shall be entitled to participate in the Association except they are not eligible to hold elective office, serve on the Board of Directors or have voting privileges.

C.    Honorary Members.

Fire chiefs or others having rendered this association, or the purposes thereof, some meritorious service, may, by the majority vote of the delegates present, be enrolled as honorary members for the current year.  Honorary members shall have the right to attend and address the convention and otherwise participate in its deliberations but shall have no vote nor be required to pay dues.

D.    Life Membership.

Life memberships shall include active and associate members who have retired from the fire service, provided they have been members of the Association continuously for ten (10) years immediately preceding their retirement, and further provided they have not become a Chief, Assistant Chief, Commissioner, Fire Marshal or Fire Director of another public, governmental or industrial fire department, or any other of the services that would make them eligible for either active or associate membership.  Life membership may be obtained by application to and certification from the secretary and approved by the Board of Directors.

ARTICLE III OFFICERS AND DIRECTORS

SECTION 1.  ELIGIBILITY.  Any member of the Association seeking election to Presidency or Vice Presidency specified in Article III of the Constitution shall:

A.         Be a chief of a fire department in the State of Tennessee and an active member in good standing of the association.

B.          In the event that a member retires from the fire service while holding an elective office the member may continue to hold said office until the next annual conference when a successor shall be elected.

C.         No member may hold more than one elective office simultaneously.

D.         Have previously served on the Board of Directors for a minimum of one (1) year before nomination.

SECTION 2.  The officers of the Association shall consist of a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Chaplain and Business Manager.  The Vice President’s shall rotate between each grand division of the State.  Vice President’s automatically advances one position each year through the Presidency.  The Secretary, Treasurer, and Vice President’s shall be elected by a majority vote of the members present on the last day of the annual meeting at which the officer's terms expire.  The Board of Directors shall appoint the Business Manager and Chaplain at the annual conference for the ensuing year.  Newly elected officers take office at the conclusion of the Annual Conference.

SECTION 3.  There shall be a Board of Directors, which shall consist of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Immediate Past president, Business Manager, three active members from each grand division of the state, and the State Fire Marshal making a grand total of seventeen (17) members.  All members shall be voting members except the President, who, in case of a tie vote before said board, shall have a vote, but not otherwise.

SECTION 4.  EX-OFFICIO MEMBERS OF THE BOARD OF DIRECTORS

A.               All active past presidents of the association shall be ex-officio members of the Board of Directors.  (An active past president is a member who is in good standing with the Association and is still serving as a chief officer of a fire department).

B.               Ex-officio members of the Board of Directors are expected to attend meetings and assist the Board by providing pertinent information on issues and shall have the same rights as regular Board members to be heard and speak on issues and to propose motions for consideration.

C.               Ex-officio members shall be non-voting.

D.               Ex-officio members shall not be counted for determining a quorum.

E.               The Board of Directors shall have the right, by majority vote of the voting members present, to close a Board of Directors meeting to members of the Association, including such ex-officio members.

SECTION 5.  Three directors shall be elected, one (1) from each grand division of the state from eligible membership, of the Association by vote of the active members present, on the business meeting of the annual conference for a term of three (3) years.

SECTION 6.  Any member of the Board of Directors from a grand division who misses three consecutive meetings may be removed by the Board of Directors.  His/her replacement shall be recommended by the board members of the grand division from which the vacancy occurs.

SECTION 7.  There shall be an Executive Committee, which shall consist of the President, 1st Vice President, 2nd Vice President, State Fire Marshal, Secretary, Treasurer, Business Manager, one member at large from the Board of Directors and the Immediate Past President.  The member at large shall be selected from alternate grand divisions each year during the annual conference at a meeting of the Board of Directors.

SECTION 8.  No officer or member of the Association shall incur any expenses in the name of the Association without the approval of the Board of Directors except that, in case of an emergency, the President is empowered to authorize the expenditure of sufficient funds with the approval of the majority of the Executive Committee to meet the emergency.

SECTION 9.  Vacancies and Resignations.  In the event of a vacancy occurring in the office of the President, or his successor, the next officer in line shall immediately be appointed by the Board of Directors in writing of informal session to assume all duties and authorities of the vacant office.  In the event of a vacancy occurring in the office of the Treasurer, Business Manager, Chaplain or Secretary, an acting Treasurer, Business Manager, Chaplain or Secretary shall immediately be appointed by the President and upon approval of the Board of Directors shall serve the unexpired term.  In the event that a divisional director shall resign, die, or otherwise be incapable of serving the division so represented shall immediately fill such vacancy with the appointment being made by the remaining director of the grand division upon approval of the Board of Directors.

ARTICLE IV DUTIES OF OFFICERS

 SECTION 1.  The duties of the Executive Officers are as follows:

The President shall:

A.         Be the official representative and spokesman for the Association;

B.          Serve as the chairman of the Executive committee;

C.         Preside at meetings of the Association and at meetings of the Board of Directors;

D.         Appoint all committees, including those not provided for in the Constitution and Bylaws at the time of installation;

E.          Serve as ex-officio chairman of all committees;

F.          Select, with approval of the Board of Directors, the date, time, and place of each quarterly and annual meeting of the Board of Directors;

G.         Call a special meeting of the Board of Directors when so requested by a majority of the Board of Directors or whenever the president determines that an unusual emergency exists;

H.         President to nominate a representative to the Southeastern Fire Chiefs Association.

 The 1st Vice President shall:

 A.         In the absence or inability of the President to perform all duties of the office, be directed to assume the duties of President;

B.          Assist the President in conducting the business and policies of the Association;

C.         Perform such other duties as are prescribed by the Board of Directors.

D.         Serve as Chairman of Audit Committee.

E.          Shall make every effort to interest all qualified Fire Chiefs not affiliated with the Association to obtain their membership and affiliation of each member of this Association with the Southeastern Division of the International Association of Fire Chiefs.  In addition to all other duties required by the President, the Vice President shall perform such other duties as may be required of him by a majority vote of the Association conference assembled or by policy direction of the Board of Directors.

 The 2nd Vice President shall:

 A.         Assist the President and First Vice President in conducting the business and policies of the Association;

B.          In the absence of inability of the President and First Vice President immediately be directed to assume all duties and responsibilities of the President;

C.         Perform such other duties as are prescribed by the Board of Directors;

D.         Shall make every effort to interest all qualified Fire Chief not affiliated with the Association to obtain their membership and affiliation of each member of this Association with the Southeastern Division of the International Association of Fire Chiefs.  In addition to all other duties required by the President, the First and Second Vice Presidents shall perform such other duties as may be required of them by a majority vote of the Association conference assembled or by policy direction of the Board of Directors.

E.          Serve as member of Audit Committee.

 The Secretary shall:

 A.         Maintain complete and true records of all business meetings, Board of Directors, and Executive Committee;

B.          Report the actions taken at meetings to all members of the association at each association meeting not later than thirty (30) days after said meeting;

C.         Shall maintain a complete list of membership;

D.         Any other duties required by the President and/or the Board.

E.          It shall be the responsibility of the outgoing officer to relinquish all records and assets of the Association to the President for distribution to the incoming officer.

The Treasurer shall:

 A.         Supervise the use of all the assets of the Association general fund and equipment with the advice and approval of the Board of Directors;

B.          Determine that all monies of the Association are deposited in proper accounts and, where applicable drawing the highest rate of return consistent with the greatest safety for the Association funds;

C.         Determine that all funds collected and disbursed according to accepted accounting principles and in accordance with the bylaws of the Association and policies adopted by the Board of Directors.

D.         Report to all quarterly meetings and at the annual conference on the financial condition of the Association including a summary of all revenues and disbursements;

E.          Consult with the Executive Committee during budget preparation prior to consideration by the Board (by the Spring meeting);

F.          Expend or authorize the expenditure of any funds for the normal operation of the Association if provided for in the budget;

G.         Supervise the collection and disbursement of all funds in accordance with the bylaws of the Association and the policies established by the Board of Directors;

H.         Oversee deposit of all monies of the Association General Fund in any insured and guaranteed chartered bank, trust company, or building and loan association which is insured by the Federal Deposit Insurance Corporation;

I.             Be responsible for the custody of all assets of the Association general fund and equipment with advice and approval of the Executive Committee;

J.           Cause a financial report to be prepared, including a detail of revenues and disbursements, for presentation at the annual conference;

K.         Cause to be published the annual audit and report;

L.          Shall maintain a complete list of all equipment and assets of the Association;

M.       Shall send all dues notices and notify secretary of paid members;

N.         It shall be the responsibility of the outgoing officer to relinquish all records and assets of the Association to the President for distribution to the incoming officer.

 A.         Negotiate contracts with hotels/motels/convention centers to hold association conferences and meetings.

B.          Coordinate the scheduling of speakers/presenters for association training sessions.

C.         Contract or otherwise provide audiovisuals and other equipment necessary for conferences and meetings.

D.         Prepare an annual budget of funds needed to conduct annual conference and quarterly meetings and submit it to the Board of Directors for review and approval or revision (at or before Winter meeting).

E.          Provide for the collection and disbursement of funds necessary for conducting Association conferences and meetings.

F.          Report to all quarterly meetings and annual conference on the financial condition of the account(s) controlled by the Business Manager including a detail of revenues and disbursements.

G.         Transfer funds in excess of the approved annual budget to the Association’s General Account at the Winter meeting unless otherwise directed by the Board of Directors.

H.         Be responsible for the custody of all assets of the conference account and related equipment with the advice and approval of the Executive Committee.

 The Chaplain shall:

 A.         Upon the direction of the Board of Directors, use every effort to keep in constant   communication with the President of the Association in providing comfort and assistance to the affiliated membership in time of special needs.

B.          Have the responsibility of conducting a memorial service for all deceased fire personnel in the state of Tennessee from the previous calendar year.  This memorial service is to be held during each Annual Conference.

C.         Be compensated for any expenses incurred in the fulfillment of his job with the approval of the Board of Directors.

SECTION 2.  Board of Directors

The duties of the Board of Directors shall be to:

 A.         Set operational policies over the affairs of the Association;

B.          Review the work of the Association at the Board of Directors meeting and develop broad policy for the operation of the Association;

C.         Approve, adopt, change or amend the budgets as recommended by the Treasurer and Business Manager;

D.         Cause to be made an audit to the Association at the annual conference;

E.          Approve the date and place of the annual conference - and quarterly meetings as recommended by the Business Manager;

F.          Establish the registration fee for the annual conference.

 SECTION 3.  Executive Committee

 The duties of the Executive Committee shall be to: 

A.         Exercise general supervision over the affairs of the Association in the interim between meetings and conventions and shall be the supreme and final authority on all matters pertaining to the interest of the Association in such interim, reporting their actions to the next meeting or conference;

B.          Review the annual budgets as proposed by the Treasurer and Business Manager and make recommendations to the Board of Directors for its approval, disapproval, or change;

C.         Study and evaluate the finances of the Association with the purpose of formulating plans for increasing revenues, formulating plans for budgeting control of the present and future finances, advising and counseling with the Treasurer and Business Manager, approving the investment of Association funds, and presenting such plans and any other recommendation to the Board of Directors for consideration and approval;

D.         Carry out other duties assigned by the Board of Directors.

ARTICLE V MEETINGS

SECTION 1.  There shall be an annual conference of the Association at a location approved by the Board of Directors.  At this conference, there shall be the Annual Business Meeting and election of officers.

A.         Meeting of the Association will only be held in facilities that are equipped with automatic sprinkler protection.

SECTION 2.  There shall be quarterly meetings of the Association at a location approved by the Board of Directors.

SECTION 3.  There shall be a Board of Directors meeting before each quarterly meeting and during the annual conference to be announced by the President.

SECTION 4.  Reimbursement of expenses for all authorized meetings shall be determined by the Board of Directors.

SECTION 5.  For the purpose of orderly administration, Robert's Rules of Order shall be in authority for all meetings.

SECTION 6.  A simple majority shall constitute a quorum for the transaction of business at all meetings of the Board of Directors or the Executive Committee.

ARTICLE VI

AMENDMENTS

SECTION 1.  The Association shall have full power at the annual meeting to alter, amend, or revise the constitution, providing that notice of such alteration, amendment or revision shall have been given in writing to the Executive Committee of the Association at least sixty (60) days prior to the annual conference.  The President shall see that every member shall have at least thirty (30) days clear notice of such proposed alteration, amendment or revision previous to the date set for the opening of the annual conference.  A two-thirds majority vote of the members entitled to vote, which are present and voting, shall be necessary for the adoption of any such alteration, amendment or revision.

ARTICLE VII

BYLAWS

SECTION 1.  The dues for active and associate members shall be set by the Board of Directors and due and payable on July 1st of each year.

SECTION 2.  No member in arrears for dues or assessments shall be eligible to vote.  Any member in arrears ninety (90) calendar days after July 1st after due notice of such arrears shall be removed from the membership roll and from the mailing lists by the Treasurer.

SECTION 3.  Application for active, associate, life, and honorary membership shall be made to the Association through the Board of Directors.

SECTION 4.  The Association shall, through its Board of Directors, have full power to levy an assessment and collect from the members an amount sufficient to defray all the expenses of the annual conference upon proof such an assessment is necessary.  The amount that can be assessed against each member shall be limited to ten dollars ($10).  Any amount above the herein specified must be approved by a two-thirds majority of the board members present and voting.

SECTION 5.  No member shall be entitled to register for the annual conference until such member has first paid the registration fee and all other dues and assessments owed.

SECTION 6.  Invited speakers or distinguished visitors and members of the news media shall be permitted to register and receive the courtesies of the conference without cost upon the approval of the President of the Association.  On request of the Conference -Manager, badges will be issued for the purpose of identification only to those connected with exhibits or demonstrations.

SECTION 7.  The fiscal year of the Association shall extend for the first day of July through the thirtieth day of June.

SECTION 8.  No amendment to these bylaws or rules of order shall be made except when written notice of such amendment has been received and read in open session of the conference or as provided in Article VI of the constitution; a two-thirds majority vote of the members present and voting shall be required to adopt such amendment.

SECTION 9.  All amendments, alterations or revisions of any part of these bylaws of rules of order shall take effect upon their adoption by the conference unless otherwise provided.

ARTICLE VIII COMMITTEES

SECTION 1.  In addition to those committees provided for in the constitution, the following permanent committees are established, whose chairman and members shall hold office until replaced or changed by the President:

A.         Conference Committee

B.          Membership Committee

C.         Nominations and Elections Committee

D.         Legislative Committee

E.          Volunteer Committee

F.          Public Education/Life Safety Committee

G.         Codes Committee

H.         EMS Committee

I.             Training Committee

J.           OSHA Committee

The President may name additional Committees for his term in office.

SECTION 2.  The President shall appoint the Vice President to serve as Committee Coordinator.  The Committee Coordinator shall assist the President in liaison between committees and in the development of effective committee activity.

SECTION 3.  Each committee chairperson shall be responsible for submitting a report of activities for presentation at the annual conference and quarterly meetings.

SECTION 4.  The Nominations and Elections Committee shall consist of one representative of each grand division of the Association.

ARTICLE IX

NOMINATIONS AND ELECTIONS

SECTION 1.  The Nominations and Elections Committee shall present its report one day prior to the election, before the conference assembled, giving a complete list of nominations for the elective offices of the Association.  Where the Committee on Nominations and Elections deems it in the best interest of the Association to nominate two or more members for any office, it may so report that the choice may be decided by ballot of the members present at the conference.  The presiding officer shall then call for any nominations from the floor, shall require the nominee's concurrence in writing or verbal concurrence from the floor at time of nomination, and after calling (3) times for any further nomination, the presiding officer shall declare the nomination closed.

SECTION 2.  Any nominee who desires to withdraw his name may do so at time of nomination, but shall not make any address nor request for his sponsors to support any other candidate.

SECTION 3.  Only one (1) nominating speech or statement of endorsement shall be permitted by or for each candidate.  Such speech shall not exceed five (5) minutes.

SECTION 4.  For any office for which there is only one (1) nomination, the presiding officer shall instruct the chair of the Committee on Nominations and Elections, as the representative of the conference assembled, to cast a ballot for such nominee and shall thereupon declare each nominee elected.

SECTION 5.  For all offices for which there are two (2) or more nominees nominated, the Nomination and Elections Committee shall conduct an election.

SECTION 6.  In election of officers, the candidates receiving the highest number of votes from the voting members shall be elected.  In the event of a tie vote, the voting on the second ballot shall be confined to the nominees tied.

SECTION 7.  The complete conduct of the elections and decisions in any matters of dispute that may arise during such elections shall be in the hands of the Nominations and Elections Committee that from among its own members, shall nominate a chair who shall be its spokesman to announce its decision and ruling to the conference.

SECTION 8.  Election campaigns are expected to be conducted on the highest level.  Any questions concerning ethics of the campaign should be referred to the Nominations and Elections Committee.

ARTICLE X

MISCELLANEOUS

SECTION 1.  The installation of officers shall take place at the conclusion of the Annual meeting.  Officers shall swear/affirm to the following oath of office administered by the chairperson of the nominating committee:

"I (name) hereby swear (or affirm) that I will support the Constitution and Bylaws and at all time bear true allegiance to the goals and purposes of the Tennessee Fire Chiefs Association.  I further swear to perform the duties and responsibilities to my office to the best of my ability and at the end of my term of office; I will deliver to my successor all records of said office.  So help me God."

SECTION 2.  In the event of an urgent question arising which necessitates an expression of opinion by the membership, and such question is not of sufficient importance to summon an emergency meeting of the Association, the President shall have authority to instruct the Secretary to have printed an mailed to each member entitled to vote, a ballot, and to name a date upon which said ballot shall be returned to the Secretary.  The President shall appoint three (3) members of the Board of Directors to count said ballot and report the results to the President.  All ballots shall be preserved until the close of the next annual conference in case a recount should be required.

RULES OF ORDER

SECTION 1.  The presiding officer shall preserve order and decorum and shall take no part in debates while presiding.  All questions of order shall be subject to an appeal to the conference, and upon such an appeal the vote shall be taken without debate.  The presiding officer may state the reasons for the decision given and shall put the question as follows:  "Shall the decision of the chair be sustained?"  A two-thirds majority of those present and voting shall be necessary to reverse the decision of the chair.

SECTION 2.  Every member when speaking or offering a motion shall rise, state his or her name and place of residence, and respectfully address the presiding officer, and when finished speaking, shall at once resume his or her seat.

SECTION 3.  When two (2) or more members rise to speak at the same time, the presiding officer shall decide who is entitled to the floor.

SECTION 4.  A member called to order shall immediately cease speaking and resume his or her seat until the point of order in question has been decided, when he or she shall again be entitled to the floor.

SECTION 5.  A motion to take the previous question shall always be in order except when a member is in possession of the floor, and must be put without debate, and, if supported by a majority vote of the members present, voting shall be declared carried and no further debate or amendment shall be in order until the main question shall have been decided.

SECTION 6.  A motion to adjourn shall always be in order, except when a member is in possession of the floor, or a vote being taken or it has been decided that a vote shall now be taken.  A motion to adjourn is not debatable, but a motion to adjourn to a given time is open to debate.

SECTION 7.  Presentation of all proposed amendments to the constitution, bylaws or rules of order of which notice has been given prior to the opening of the conference, shall be on the first business day of the conference.

SECTION 8.  Any question coming before the conference for which no provision has been made in the constitution, bylaws or rules of order, the presiding officer shall be guided by the rules and laid down in Robert's Rules of Order, Revised.

SECTION 9.  An appropriate memorial service in honor of the deceased members shall be held at each annual conference.

SECTION 10.  The order of business at the annual conference and quarterly meeting shall be:

A.    Opening Ceremonies

B.    Opening Business Session

1.     Adoption of minutes of previous quarterly meeting or conference

2.     Appointment of special committees

3.     Reports of Association Officers

4.     Reading of communication

C.    Reports of committees and contributed papers shall be scheduled by the Business Manager.  Nominations and elections shall be held in accordance with the provisions of the bylaws.

D.    Unfinished business

E.    New business

F.    Good and welfare of the Association

G.   Report of attendance and place of next quarterly

H.   Adjournment