BY-LAWS OF
National Coalition of Firefighters Credit Unions Inc. NCOFCU
A Florida Not For Profit Corporation
ARTICLE I - OFFICERS
The principal office of the Corporation shall be established and maintained at 3741 Degarmo Lane in the City of Miami County of Miami-Dade State of Florida.
The Corporation may also have offices at such places within or without the State of Florida as the Board may from time to time establish.
ARTICLE II - PURPOSES
The purposes for which this Corporation has been organized are as follows:
The National Coalition of Firefighters Credit Unions Inc. (NCOFCU) is committed to creating and maintaining a climate of safety, soundness, innovation and unity among firefighter credit unions in order to promote and enhance the initiatives of the credit union movement. Protecting and preserving the vision and purpose of firefighter credit unions is paramount to the continued success of the firefighter credit union movement.
ARTICLE III - MEMBERSHIP
QUALIFICATIONS FOR MEMBERSHIP
Membership shall be open to any credit union serving firefighters and their families, or individuals that support the Firefighters Coalition mission and purpose. Membership is broadly defined to promote greater participation and inclusiveness.
General Membership Responsibilities
Members shall actively participate in the National Coalition of Firefighters Credit Unions in the following ways:
•
Meet any dues requirements.
Meet any dues requirements.•Participate in a minimum of one National Coalition of Firefighters Credit Unions activity per year.
Participate in a minimum of one National Coalition of Firefighters Credit Unions activity per year.•Attend at least one National Coalition of Firefighters Credit Unions meeting per year.
Attend at least one National Coalition of Firefighters Credit Unions meeting per year.•Serve as a resource or advisor to the National Coalition of Firefighters Credit Unions, a Committee, or an activity.
Serve as a resource or advisor to the National Coalition of Firefighters Credit Unions, a Committee, or an activity.•Members shall support the National Coalition of Firefighters Credit Union’s mission and purpose.
Members shall support the National Coalition of Firefighters Credit Union’s mission and purpose. •The Board of Directors may exclude or remove any member who fails to meet the membership requirements at any time.
The Board of Directors may exclude or remove any member who fails to meet the membership requirements at any time.Associate Membership
•Meet any dues requirements.
Meet any dues requirements.•Members not affiliated with a credit union
Members not affiliated with a credit union•No voting or website “Members Only” privileges
No voting or website “Members Only” privileges 2. NCOFCU MEMBERSHIP MEETINGS
The annual meeting of the membership of NCOFCU shall be held at the annual Conference as scheduled each year and overseen by the elected Directors as indicated in the By-Laws. The Secretary shall cause to mailed to every Member in good standing at the Member’s address as it appears on the membership roll book stating the date, time and place of the annual meeting. Regular meetings of the Corporation, shall be held prior to the annual conference, typically scheduled in October or in February at the indicated Corporation address as scheduled each year except that if such day be a legal holiday, then in that event the Directors shall fix a day not more than two (2) weeks from the date fixed by these By-laws. The Secretary shall cause to mailed to every member in good standing at the member’s address as it appears on the membership roll book of the Corporation a notice stating the date, time and place of the annual meeting. The presence at any membership meeting of not less than 50 percent of membership shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than 3 weeks from the date scheduled by the By-laws and the Secretary shall cause a notice of the rescheduled date of the meeting to be sent to those Members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting. A membership roll showing the list of Members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of Members upon the request of any Member who has given written notice to the Corporation. Such request will be made at least (14) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
3. SPECIAL MEETINGS
Special meetings of the Corporation may be called by the Directors.
The Secretary shall cause a notice of such meeting to be mailed to all Members at their addresses as they appear in the membership roll book at least (14) days but not more than (50) days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. FIXING THE RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty (50) nor less than (14) days before any such meeting, nor more than fifty (50) days prior to any other action.
5. PROXIES
Every Member entitled to vote at a meeting of Members or to ex- press consent or dissent without a meeting may authorize another person or persons to act for the Member by proxy.
Every proxy must be signed by the Member or the attorney-in-fact so appointed by the Member. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
6. ORDER OF BUSINESS
The order of business at all meetings of Members shall be as follows:
•Roll Call
Roll Call •Reading of the minutes of the preceding meeting
Reading of the minutes of the preceding meeting •Reports of committees
Reports of committees •Reports of officers
Reports of officers •Old and unfinished business
Old and unfinished business •New Business
New Business •Good and welfare
Good and welfare •Adjournments
Adjournments For procedural questions refer to Roberts Rules of Order
7. MEMBERSHIP DUES
Membership dues shall be determined by and set by the Board of Directors on an annual basis as recommended by the Treasurer
ARTICLE IV-DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The Corporation shall be managed by a Board of Directors which shall consist of not less than three (5) and no more than 9 Directors. Each Director shall be at least eighteen (18) years of age and either an employee or volunteer of a member credit union in good standing.
A.The Board of Directors shall meet at least annually. It shall act on behalf of the National Coalition of Firefighters Credit Unions and actively pursue its purposes. It shall supervise and direct the affairs of the Coalition within the limits of these By-laws consistent with this document and applicable State and Federal laws, rules and regulations of incorporating State. Specifically, the Board of Directors will be responsible for:
The Board of Directors shall meet at least annually. It shall act on behalf of the National Coalition of Firefighters Credit Unions and actively pursue its purposes. It shall supervise and direct the affairs of the Coalition within the limits of these By-laws consistent with this document and applicable State and Federal laws, rules and regulations of incorporating State. Specifically, the Board of Directors will be responsible for:•Planning of the agenda for National Coalition of Firefighters Credit Unions meetings.
Planning of the agenda for National Coalition of Firefighters Credit Unions meetings.•Provide the Coalition’s strategic plan
Provide the Coalition’s strategic plan•Support a process which will encourage the continued success of the Coalition
Support a process which will encourage the continued success of the Coalition •Support a process which ensures ongoing input from Coalition members
Support a process which ensures ongoing input from Coalition members•Advise the Coalition on the direction and scope of its activities and budget
Advise the Coalition on the direction and scope of its activities and budgetB.Quorum – A majority constitute a quorum for the conduct of business for any committee.
Quorum – A majority constitute a quorum for the conduct of business for any committee.2. ELECTION AND TERM OF DIRECTORS
At the first annual meeting of Members the membership shall elect Directors to hold office for 3 year terms of which terms shall be staggered. Each Director shall hold office until the expiration of the term for which elected and, or until a successor has been elected and shall have qualified, or until prior resignation or removal.
A.Notice Requirements for Elections - Nominations for Board of Directors shall open (6) six weeks prior to the Annual Meeting. They shall be closed no later than (4) four weeks prior to the Annual Meeting. The list of the nominees shall be sent to the membership no later than (3) three weeks prior to the Annual Meeting. The election shall be electronically or by mail, as designated by the board of directors. The Board of Directors shall be elected a by majority vote of the total number of votes cast. Proxy votes by members will also be accepted if they are unable to attend the Annual Meeting.
Notice Requirements for Elections - Nominations for Board of Directors shall open (6) six weeks prior to the Annual Meeting. They shall be closed no later than (4) four weeks prior to the Annual Meeting. The list of the nominees shall be sent to the membership no later than (3) three weeks prior to the Annual Meeting. The election shall be electronically or by mail, as designated by the board of directors. The Board of Directors shall be elected a by majority vote of the total number of votes cast. Proxy votes by members will also be accepted if they are unable to attend the Annual Meeting.B.Voting Privileges
Voting Privileges 1.Voting by Credit Unions - Each credit union shall be entitled to one vote at any general meeting or by mailed or e-mailed ballot, cast by the representative it designates annually. No individual may serve as representative for more than one organization, or simultaneously as representative for an organization and as an individual member.
Voting by Credit Unions - Each credit union shall be entitled to one vote at any general meeting or by mailed or e-mailed ballot, cast by the representative it designates annually. No individual may serve as representative for more than one organization, or simultaneously as representative for an organization and as an individual member.2.Unless otherwise specified in this Guidance, decisions shall be made upon majority vote of those present at any general meeting. The board of directors may decide to put a vote to the membership by the use of a mailed e-mailed ballot.
Unless otherwise specified in this Guidance, decisions shall be made upon majority vote of those present at any general meeting. The board of directors may decide to put a vote to the membership by the use of a mailed e-mailed ballot.C.Methods of Voting - Unless otherwise specified in this document, decisions shall be made by majority vote of members present at any meeting in person or via phone, electronically or, when determined by the board of directors, by mailed ballot by members on the Coalition's official membership list. Voting will occur by voice, show of hands, or ballot at the request of a member.
Methods of Voting - Unless otherwise specified in this document, decisions shall be made by majority vote of members present at any meeting in person or via phone, electronically or, when determined by the board of directors, by mailed ballot by members on the Coalition's official membership list. Voting will occur by voice, show of hands, or ballot at the request of a member.3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by a vote of the Members or by a vote of a super majority (2/3rds) of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board of Directors for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the Articles of Incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the Members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the newly elected Director's predecessor.
5. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by a vote of the Members or by action of the Board of Directors. Directors may be removed without cause only by a vote of the Members.
6. RESIGNATION
A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the Articles of Incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.
8. ACTION OF THE BOARD OF DIRECTORS
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each Director present shall have one (l) vote.
9. PLACE AND TIME OF BOARD OF DIRECTORS' MEETINGS
The Board of Directors may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETINGS
A regular annual meeting of the Board of Directors shall be held following the annual meeting of Members at the place of such annual meeting of Members.
11. NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board of Directors may be held without notice to the membership, at such time and place as it shall from time to time determine. Special meetings of the Board of Directors shall be held upon notice to the Directors and may be called by the President upon three (3) days notice to each Director either personally, by mail or wire; special meetings shall be created by the President or by the Secretary in a like manner on written request of two
(2) Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the Director's lack of notice.
12. ADJOURNMENT OF THE BOARD OF DIRECTORS' MEETING
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were absent at the time of adjournment and, unless such time and place are announced at the meeting, to the other Directors.
13. CHAIRMAN
At all meetings of the Board of Directors, the President, or in the President's absence, a Chairman chosen by the Board of Directors shall preside.
14. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its Members an executive committee and other named committees, each consisting of three (3) or more Directors. Each such committee shall serve at the pleasure of
the Board of Directors.
ARTICLE V - OFFICERS
1. OFFICERS, ELECTION AND TERM
Unless otherwise provided for in the Articles of Incorporation, the Board of Directors may elect or appoint a President, one (1) or more Vice- Presidents, a Secretary, a Treasurer and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the Board of Directors following the annual meeting of Members. Each officer shall hold office for the term for which elected or appointed and or until a successor has been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. In the event of the death, resignation or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of President, Secretar y and treasurer. The salaries of all officers shall be fixed by the Board of Directors.
3. PRESIDENT/CHAIRMAN
The President/Chairman shall speak for the corporation (NCOFCU) and shall preside at all meetings of the members and Board of Directors. The President shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
A. He/she shall serve a maximum of two two-year terms.
He/she shall serve a maximum of two two-year terms.4. VICE-PRESIDENTS/CHAIRMAN
During the absence or disability of the President, the Vice-President, or if there be more than one, the Executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board of Directors shall prescribe.
A.The Vice Chair will serve a maximum of two, two-year terms.
The Vice Chair will serve a maximum of two, two-year terms.5. TREASURER
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name and to the credit of the Corporation in such bank or trust company as the Board of Directors may elect; and shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, when countersigned by the President; and shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director or Member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each corporate or fiscal year, the Treasurer shall have an audit of the accounts of the Corporation made by a committee appointed by the board, and shall present such audit in writing at the annual meeting of the Members, and at which time shall also present an annual report setting forth in full the financial condition of the Corporation. These duties but not the responsibilities of may be assigned to the Executive Director/CEO as determined by the board of directors.
A.He/she shall serve a maximum of two two-year terms.
He/she shall serve a maximum of two two-year terms.6. ASSISTANT-TREASURER
During the absence or disability of the Treasurer, the Assistant-Treasurer, or if there is more than one (1), the one (1) so designated by the Secretary or the Board of Directors, shall have the powers and functions of the Treasurer.
7. SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of Members; and shall have custody of the seal of the Corporation and the power to affix and attest the same to documents when duly authorized by the Board of Directors. The Secretary shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; and shall attend to such correspondence as may be assigned, and perform all duties incidental to the office. Also the
secretary shall keep a membership roll containing the names, arranged alphabetically, of all persons who are Members of the Corporation. Said list shall show the Members' place of residence and the time they became Members. These duties but not the responsibilities of may be assigned to the Executive Director/CEO as determined by the board of directors.
A.He/she shall serve a maximum of two two-year terms.
He/she shall serve a maximum of two two-year terms.8. ASSISTANT-SECRETARIES
During the absence or disability of the Secretary, the Assistant-Secretary, or if there is more than one (1), the one (1) so designated by the Secretary or the Board of Directors, shall have the powers and functions of the Secretary.
A.He/she shall serve a maximum of two two-year terms.
He/she shall serve a maximum of two two-year terms.9. COALITION EXECUTIVE DIRECTOR/CEO
The Coalition Executive Director(ED)/(CEO) will be the primary non-elected officer of the National Coalition of Firefighters Credit Unions Inc. They will be responsible for and/or management of the Coalition, consistent with the National Coalition of Firefighters Credit Union’s Inc. By-Laws, mission and purpose, and all applicable Federal laws, State and rules and regulations of the state of Florida as directed by the board of directors. See attached job and position responsibilities, Attachment A
10. OTHER NCOFCU COMMITTEES
A.Executive Committee
Executive Committee An Executive Committee, if established, should consist of but not limited to, the president, vice presidents, the secretary, the treasurer and the immediate past president. The Executive Director and the Legal Counsel shall serve ex officio with voice but no vote on the Executive Committee. Members of the EC are also members of the BOD. The EC acts on behalf of the BOD pursuant to the policies and procedures established on an ongoing basis during the year. The EC shall report regularly and routinely to the BOD concerning its activities on behalf of the organization. Each individual member of the EC will report on his/her activities in the fulfillment of his/her duties and responsibilities as an officer of NCOFCU.
Responsibilities; Attachment B
B.Advisory Committee:
Advisory Committee: The activities Committee is an ad hoc Committee of (3) members that is responsible for development and oversight of special projects to achieve the Coalition’s policy objectives. Responsibilities; Attachment B
C.Outreach Committee:
Outreach Committee: The Outreach Committee of (3) members is responsible for development and oversight of Coalition recruitment, training, and outreach to achieve the Coalition’s policy objectives. Responsibilities; Attachment B
D.Communications Committee:
Communications Committee:The communications Committee of (3) members is responsible for development and oversight of paid and earned media campaigns to achieve the Coalition’s policy objectives. It also determines the best methods for timely communication with Coalition members. Responsibilities; Attachment B
E.Public Policy Committee:
Public Policy Committee:The policy Committee of 3 members is responsible for development and oversight of legislative and educational campaigns to achieve the policy objectives of the Coalition. Responsibilities; Attachment B
F.Sustainability Committee:
Sustainability Committee: The Sustainability Committee of 3 members is responsible for development and oversight of fundraising initiatives to meet the Coalition’s budgetary needs. It also determines the best methods for timely fundraising with Coalition members and the general public. Responsibilities; Attachment B
G.Ad Hoc Committees - The National Coalition of Firefighters Credit Unions may form
Ad Hoc Committees - The National Coalition of Firefighters Credit Unions may form Ad Hoc Committees of no less than 3 members based on projects and needs.
11. SURETIES AND BONDS
In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of duties to the Corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the Corporation which the officer or agent may be responsible for.
ARTICLE VI - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words "CORPORATION NOT FOR PROFIT", and the state of incorporation. The seal may be used by causing it to be affixed directly on, stamped or impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto.
ARTICLE VII - CONSTRUCTION
Whenever a conflict arises between the language of these By-laws and the Articles of Incorporation the Articles of Incorporation shall govern.
ARTICLE VIII - AMENDMENTS
These By-laws may be adopted, amended or repealed by the Members at the time they are entitled to vote in the election of Directors. By-laws may also may be adopted, amended or repealed by the Board of Directors, but any By-law adopted, amended or repealed by the Board of Directors
may be amended by the Members entitled to vote thereon as hereinbefore provided.
If any By-law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors there shall be set forth in the notice of the next meeting of Members the election of Directors the By-law so adopted, amended or repealed, together with a concise statement of the changes made.
These BY-Laws were fully adopted by the membership at a duly held Membership meeting on 10/10/2011
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Secretary
