Bylaws of the Fire Museum Network, Inc.

​ARTICLE I

Name

 

The Fire Museum Network, hereinafter referred to as the Corporation, shall maintain a registered office and address as determined by the Board of Directors (the Board). The office of record is 4349 Hillside RD, Slinger WI 53086.

 

ARTICLE II

Purpose

 

The purpose of the corporation shall be to provide a means of networking among fire museums and to promote the interests of those dedicated to collecting, preserving, and interpreting the artifacts, history, and traditions of the fire service.

 

ARTICLE III

Membership

 

Section 1. The corporation shall have such classes of membership as established by the Board of Directors. Rights, privileges and obligations of members shall be established by the Board.

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Section 2. Members shall be any individual or organization which submits a properly executed application and pays the appropriate dues as established by the Board.  

 

Section 3. In the event of an election on any issue submitted by the Board, each registered membership shall be entitled to one vote. In the event of an organization, the vote will be cast by the registered agent or his designee, as submitted on the application form.

 

Section 4. Membership shall automatically terminate upon the expiration of the term for which the required dues have been paid.  

 

ARTICLE IV

Board of Directors

 

Section 1. The affairs of the corporation shall be managed by the Board of Directors. The nominating committee shall seek and present interested parties for election to the Board at the annual meeting. Directors shall be either a member of an affiliated organization or an individual member during their term of office. The Board shall meet at least once each fiscal year at a time and place set by the President. The Board may also conduct meetings via electronic means, including, but not limited to, telephone, video conferencing or other such technologies, provided that the provisions of Section 3 of this Article are complied with.

 

Section 2. The Board shall consist of nine Directors. Each director shall serve a term of 3 years from the date of the end of the annual meeting at which they were elected through the end of the annual meeting at the completion of their stated term.    Amended January 12, 2023 

 

Section 3. Advisory Board. From time to time the President may appoint individuals to serve on the Advisory Board.  Members of the Advisory Board are selected to assist the President in conducting the business of the Corporation. They shall have no voting rights on the Board or at the Annual membership meeting, unless they are also members of the corporation as defined in Article 3, S.2.

 

Section 4. The annual meeting shall be at a date and place to be announced by the Board. Special meetings may be called for at the request of the President, or by any 2 directors. Notice of the annual meeting and any special meetings shall be given to the membership no less than 30 days prior to the meeting.

 

Section 5. All meetings shall be governed by Roberts Rules of Order, a copy of which shall be provided to the President at the beginning of the term of office.  

 

Section 6. Four Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Ten percent (10%) of the members of record thirty days prior to the annual meeting shall constitute a quorum to conduct the business of the corporation at the annual meeting. Proxy votes may be allowed by the President at Board meetings after determining that a quorum is present for the meeting. Proxies shall not be allowed at the annual meeting.

 

Section 7. A vacancy on the Board of Directors shall be filled by appointment of the President with the concurrence of a majority of the Board. The appointed member will serve the remainder of the vacated three year term.

 

Section 8. Any director may resign from the Board upon written notice given to the President. A director may be removed from the Board by an affirmative vote of two-thirds plus one of the entire Board of Directors.  

 

Section 9. No director shall be entitled to compensation for service as a director to the corporation. Nothing in this Section, however, shall prohibit reimbursement for expenses incurred in service to the corporation.  

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ARTICLE V

Officers

 

Section 1. The officers of the Corporation shall consist of a President, Vice-President, Secretary and Treasurer. The President may, with the concurrence of the board, combine the duties of the Secretary and Treasurer into one position. The Board shall elect the officers from among the Directors at their first meeting following the election of the Board. Officers shall serve for one year.  

 

Section 2. Any officer may be removed from their position when in the judgment of the Board the best interests of the corporation would be served by such removal. Removal shall be by an affirmative vote of a majority of the Directors. Such removal, however, shall not constitute removal from the Board, unless action is also taken pursuant to Article IV, Section 7. 

 

Section 3. The president shall be the principal executive officer of the corporation. The President shall preside over all meetings of the Board and shall have general supervision and direction of the affairs of the corporation.  

 

Section 4. The Vice-President shall discharge the duties of the President in the event of absence or disability of the latter, and administer such other duties as prescribed by the Board or the President.  

 

Section 5. The Secretary shall sign all documents executed by the Corporation, keep a record of the proceedings of the Board, and the papers, records and other documents of the Corporation. All papers, records, documents shall be handed over to the duly elected Secretary at the end of the term of office.

 

Section 6. The Treasurer shall be the principal accounting and financial officer of the corporation. The Treasurer shall have charge of and be responsible for maintenance of adequate books of account for the corporation, timely reporting of the accounts to the Board and filing of all appropriate tax documents with the appropriate agencies. The Treasurer shall also have charge and custody of all funds of the corporation, and be responsible for the receipt and disbursement of all funds. All records, checkbooks, passwords and other such items shall be handed over to the duly elected Treasurer at the end of the term of office.  

 

ARTICLE VI

Committees

 

Section 1. The Board of Directors shall establish such committees as necessary for the implementation and enforcement of the business of the corporation. Such committees should be chaired by a Board member, and shall serve until such business is concluded.

 

Section 2. There shall be two standing committees, the Nominating committee, and the Seminar committee. The Nominating committee shall consist of not less than 3 members, and shall serve from Annual meeting until Annual meeting. The Seminar committee shall provide liaison and direction to the entity chosen to host the annual seminar, and such other seminars as scheduled by the Board. The term of this committee shall be from the previous Annual meeting until the conclusion of the seminar.

 

ARTICLE VII

Fiscal Year

 

The fiscal year of the corporation shall be from January 1 to December 31 of each year.

 

ARTICLE VII

Amendments

 

Amendments to these Bylaws shall be submitted in writing to the President no less than 30 days prior to a scheduled or special Board meeting. Approval of such amendments shall be by a majority of those present at the meeting, and shall be effective immediately, unless otherwise specified in said amendment.

 

ARTICLE VIII

Dissolution

 

Upon dissolution of this corporation, all funds, property and assets shall be disposed of to such organization or organizations as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.

 

Amended January 12, 2023