Bylaws of
VEGAS FIRE AND RESCUE CHARITABLE ASSOCIATION, INC
A Nevada Non-Profit Corporation
(the “Corporation”)
ARTICLE I
Objectives and Purposes
Section 1. The Corporation exists exclusively for one or more purposes specified in Internal Revenue Code Section 501(c)(3), including education and making distributions to organizations that qualify as exempt organizations under Internal Revenue Code Section 501(c)(3).
Section 2. The Corporation’s goal is to better integrate the Las Vegas Fire and Rescue department, including its firefighters, into the community through education activities for the community about the department’s activities and fire safety at home and at work.
Section 3. The Corporation’s mission is to educate the community about the role of the Las Vegas Fire and Rescue department, its services and the activities of its firefighter members, and home and work fire prevention and safety in the Las Vegas metropolitan area.
Section 4. The Corporation’s primary objectives and purposes are as follows:
- To inform the general public about the services provided by, history of, and operations of the Las Vegas Fire and Rescue department;
- To inform the general public about the services provided, training received, and ongoing efforts of the Las Vegas Fire and Rescue department’s firefighters;
- To facilitate community dialogue between citizens of the metropolitan Las Vegas area and the Las Vegas Fire and Rescue department and its constituent firefighters;
- To provide outreach and enhance the positive reputation of the Las Vegas Fire and Rescue department and its constituent firefighters within the metropolitan Las Vegas area; and
- To educate the general public about fire safety at work and at home;
Section 5. None of the Corporation’s earnings shall inure to the benefit of, or be distributable to its officers, Directors, or other private persons, except those that the Corporation shall authorize to pay as compensation for services render and to make payments and distributions consistent with its purpose. No substantial part (i.e., 5% or more of available resources) of the Corporation’s activities will be to influence any legislation or political activity. The Corporation shall not participate or intervene in any political campaign on behalf of any candidate for office. The Corporation shall not, except in an unsubstantial degree if at all, engage in any activities, or exercise any powers, that are not in furtherance of its purposes described in this Article I.
ARTICLE II
Members Meetings
Section 1. A meeting of the Corporation’s board of Directors (collectively, the “Board”) and Members, as defined in NRS 82.031 and shall include all active duty and retired firefighters of the Las Vegas Fire and Rescue Department as well as other non-firefighter citizens within the community who apply to the Board and whose membership shall be granted in the Board’s sole and absolute discretion, shall be held annually for the election of Directors and the transaction of other business on such date in each year as may be determined by the Board, but in no event later than one hundred (100) days after the anniversary of the date of incorporation of the Corporation.
Section 2. Special meetings of the members may be called by the Board or President, and shall be called for any purpose or purposes in the following ways:
- By a majority of the Board; or
- By the president of the Corporation (the “President”); or
- By the majority of Members entitled to cast votes on any issue proposed for the meeting where written requests describing the purpose or purposes for the special meeting are signed, dated, and delivered to a member of the Board or other Officer of the Corporation, at which time the President shall call a special meeting under this Section 2.
The Board will determine the time, place, and date of any special meeting, which, unless the special meeting is called by a majority of the Board, will not be held more than 30 days after the written request to call the special meeting is delivered to the Board. Special meetings will be limited to discussing and voting on the items identified in the meeting notice.
Section 3. The Board’s annual meetings or special meetings be held at any place in or out of the State of Nevada at a place to be determined at the discretion of the Board. If no designation of the location is made for any annual or special meeting of the Shareholders, the place of the meeting will be the Registered Office of the Corporation in Nevada.
Section 4. Any meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Board, the members of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting. Other than by announcement at the meeting at which such adjournment is taken, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. However, when any Board meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
Section 6. At all Member meetings, every Member entitled to vote shall have the right to vote in person on each matter to come before the meeting. There shall be no cumulative voting. Such vote may be by voice or by ballot upon demand made by a Board member at any election and before the voting begins.
Section 7. A majority of Members being physically present shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the Board may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The Board members present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Board members results in representation of less than a quorum.
Section 8. Certain actions are permissible without a meeting or a Member vote, as set out below:
(a) Any action which may be taken by the vote of the Board at a meeting may be taken without a meeting; provided:
(1) That if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consents shall be required; and
(2) That this general provision for action by written consent shall not supersede any specific provision for action by written consent contained in applicable Nevada law.
(b) In no instance where action is authorized by written consent need a meeting of Member be called or noticed.
ARTICLE III
Directors
Section 1. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the provisions of the NRS as to action to be authorized or approved by Members, and subject to the duties of Directors as prescribed by the Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
First – To select and remove all Presidents, Vice Presidents, Secretaries and Treasurers of the Corporation as defined within NRS 82.211 (collectively, the “Officers”), agents, and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or the Bylaws, fix their compensation (if any), and require from them security for faithful service.
Second – To conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, the Articles of Incorporation, or the Bylaws, as they may deem best.
Third – To fix and locate from time to time one or more offices of the Corporation within or without the State of Nevada; to designate any place within or without the State of Nevada for the holding of any Members’ meeting or meetings; and to adopt, make and use a seal for the Corporation, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.
Fourth – To authorize the admittance of Members to the Corporation from time to time, upon such terms as may be lawful, in consideration of labor done, or service actually rendered, or satisfaction of the criteria for becoming a Member as set by the Board.
Fifth – To borrow money and incur indebtedness for the purpose of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities therefore, or to authorize the corporation’s officers to do the same.
Sixth – To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the Board in the management of the business and affairs of the corporation. The executive committee shall be composed of one or more Directors. To the extent permitted by law, the Board may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.
Section 2. The corporation shall be managed by a Board consisting of four Directors; all Directors must be Members in good standing in the Corporation. Three of four Directors, or 75% of Directors, must be active duty or retired firefighters either currently or previously employed by the Las Vegas Fire and Rescue Department. The number of Directors may be increased or decreased by a duly adopted resolution of the Board.
Section 3. All Directors shall be elected by Members at each annual meeting, with the President to be elected in odd-numbered years, and Vice President, Treasurer, and Secretary elected in even-numbered years. If any such annual meeting is not held, or the Directors are not selected at such meeting, the Directors may be elected at any special meeting of Members. All Directors shall hold office for two years or until their respective successors are elected, whichever should come first.
Section 4. Vacancies in the Board prior to an annual or special meeting for the Members to hold an election to fill any Board vacancy may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Directors so elected shall hold office until their successors are elected at an annual or a special meeting of Members. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors be increased, or if the Members, at any annual or special meeting at which any Director or Directors are elected, fail to elect the full authorized number of Directors to be voted for at that meeting, or if the original incorporators shall fail to designate the total authorized number of Directors for the initial Board.
Section 5. Directors shall not receive any stated salary for their services as Directors, but by resolution of the Board, may authorize any Director to be reimbursed for any expense incurred for the Corporation’s benefit or on the Corporation’s behalf. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an Officer, agent, employee or otherwise, and receiving the compensation therefore.
Section 6. Any Director may be removed from office without cause by the two-thirds vote of all Members at a meeting duly called for that purpose at any time. Any one or more of the directors may be removed for cause by action of the Board.
Section 7. Any Director may resign at any time by giving written notice to the Board or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE IV
Officers
Section 1. The officers of the corporation shall be a President, Secretary, and Treasurer, which shall have vested within them the statutory powers, rights, and responsibilities of the President, a Secretary and Treasurer as defined by NRS Chapter 82 and in Sections 6, 8, and 9 of this Article. The Board also authorizes the creation of one Vice-President position, which shall also be considered Officers of the Corporation, and which shall have vested within them the statutory powers, rights, and responsibilities of the Vice-President as defined by NRS Chapter 82 and in Section 7 of this Article. Officers need not be Directors. A person may not hold more than one office as President, Vice-President, Secretary, or Treasurer (collectively, the “Officers,” and individually a “Officer”).
Section 2. The Corporation’s officers, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall serve two-year terms. The Members shall have annual elections for the Corporation’s officers, with the President to be chosen in even-numbered years, and the Secretary, Treasurer, and any Vice-Presidents to be elected in odd-numbered years. Members shall cast ballots at the annual meeting for these positions, and the candidate for each office with the most votes shall be awarded the office for a two-year term. From the first day of the next year following the election, the candidate shall hold his[1] office until for a two-year period, or until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.
Section 3. The Board may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine. The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4. Any Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board. Any Officer may resign at any time by giving written notice to the Board, or to the other Officer(s) of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 6. Subject to such supervisory powers, if any, as retained by the Board, the President shall be the chief executive officer of the Corporation and shall have general supervision, direction and control of the business and officers of the corporation. The President shall preside at all meetings of the Members and at all meetings of the Board. The President shall have the general powers and duties of management usually vested in the office of president of a corporation, including, without limitation:
- The right and ability to purchase, dispose of, license, sublicense, acquire, register, obtain, and otherwise manage any property (real, tangible and intangible);
- The right and ability to seek, enter, negotiate, execute, terminate, rescind, withdraw from, or otherwise affect any contract for or on behalf of the corporation;
- The right and ability to seek, interview, secure, hire, or retain any employees, contractors, subscribers, or other business affiliates on behalf of the corporation;
- The right and ability to enact policies on behalf of the Company, subject to the advice and counsel (but not the approval) of other Officers; and
- All other powers necessary for the administration of the corporation.
The President shall have such other powers and duties as may be prescribed by the Board or by the Bylaws.
Section 7. The Vice-President is a discretionary position created as needed by the Board. Subject to such supervisory powers, if any, as retained by the Board and President, the Vice-President shall have supervisory authority, direction, and control of the business and officers of the Corporation as delegated by the President. The Vice-President shall assist the President in all of the President’s duties, and shall have all of the general powers and duties of management delegated to the Vice-President by the President in written directives, orders, job descriptions, or other written instructions or descriptions of power.
Section 8. The Secretary shall keep, or cause to be kept, a book of minutes at the registered office of all meetings of Directors and Members, setting forth the time and place of each meeting, whether the meeting is regular or special, and if special, how authorized, the manner by which notice was given, the names of those Directors and Officers present at annual or special meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the registered office in this State a ledger or duplicate ledger showing the names all Members and their mailing addresses. The Secretary shall also keep at said registered office certified copies of the Articles of Incorporation and the Bylaws, both with all amendments.
The Secretary shall give, or cause to be given, notice of all annual or special meetings and of the Board required by the Bylaws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Section 9. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all times be open to inspection by any Director or Directors.
The Treasurer shall manage all accounts, financial relationships, and accounts payable/receivable with third parties, including without limitation government agencies, state and federal taxation agencies, contractors, employees, subscribers, customers, payment processors and other vendors and/or service providers. To the extent these relationships may be co-extensive with the President’s relationships with these entities and individuals, the Treasurer shall be primarily responsible for financial transactions.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and Director or Directors, whenever they request it, an account of all of his transactions as such an officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
The Treasurer shall be responsible The Treasurer will further be responsible for complying with, or securing agents (i.e., accountants) to ensure compliance with all laws in the Internal Revenue Code and regulations arising thereunder, as well as the tax laws for all states in which the corporation does business. The Treasurer shall direct, perform, obtain or supervise all necessary quarterly and annual filings of federal, state, municipal or other local taxes.
[1] For consistency and brevity, the Bylaws’ pronouns shall use masculine pronouns when singular pronouns must be used.
ARTICLE VI
Perpetual Existence
Section 1. This Corporation shall have perpetual existence.
ARTICLE VII
Amendments
Section 1. The Corporation’s bylaws may be amended, altered, or repealed by the Board or the shareholders by a majority of a quorum vote at any regular or special meeting; provided however, that the shareholders may from time to time specify particular provisions of the bylaws which shall not be amended or repealed by the Board.
ARTICLE VIII
Indemnification
Section 1. This Corporation does hereby indemnify any Director, Officer, and, subject to the Corporation’s discretion upon vote of the Board, any employee, agent, or contractor, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, Officer, employee, contractor, or agent of this Corporation, or is or was serving at the request of this Corporation as Director, Officer, employee, or agent of another corporation, against expenses, including attorneys’ fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of this Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 2. This Corporation does hereby indemnify any Director or Officer who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or Officer of this Corporation, or is or was serving at the request of this Corporation as a Director, Officer, employee or agent of any other corporations, trusts, joint ventures, organizations, companies, partnerships, or other business entities against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the actions or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this Corporation. Indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to this Corporation or for amounts paid in settlement to this Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 3. To the extent that a Director, Officer, employee, or agent of this Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by this Corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
Section 4. Any indemnification the Corporation provides pursuant to Sections 1 and 2 under this Article, unless ordered by a court or advanced pursuant to section 5 below, must be made only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the Board’s majority vote; or
(b) If a quorum consisting of Directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Section 5. The expenses of Directors and Officers incurred in defending a civil or criminal action, suit or proceeding shall be paid by this Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by this Corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which Corporation personnel other than Directors or Officers may be entitled under any contract or otherwise by law.
Section 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation or any Bylaw, agreement, disinterested Directors, or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 of this Article or for the advancement of expenses made pursuant to Section 5 of this Article, may not be made to or on behalf of any Director or Officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and
(b) Continues for a person who has ceased to be a Director, Officer, employee, or agent of the Corporation and inures to the benefit of the heirs, executors and administrators of such a person.
Section 7. The expenses of Directors and Officers incurred in the normal course of business activity shall be reimbursed by this Corporation as they are incurred upon Board approval, and on an at least monthly basis. While the Corporation’s policy shall be for the Officers to pay all monies owed in the Corporation’s course of business as the amounts come due, any Director or Officer shall submit written proof of the expense to any Officer in the form of a receipt or other documentation deemed appropriate by the Officers under generally accepted accounting principles, and reimbursed to that Director or Officer by the end of the following calendar month.
ARTICLE IX
Miscellaneous
Section 1. The Board may fix a time in the future, not more than sixty (60) days before the date of any meeting of Members, as a record date for the determination of the Members entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. Only those who are Members on the date so fixed shall be entitled to notice of and to vote at such meetings, or to exercise such rights, as the case may be.
Section 2. Members shall have the right to inspect the Corporation’s records at such times and based upon such limitations of such rights as may be set forth in NRS Chapter 82 from time to time.
Section 3. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by any Officer or Director.
Section 4. The Board and Treasurer shall cause all necessary tax filings and reports needed for the Corporation’s status under Internal Revenue Code Section 501(c)(3) to be maintained, and cause all necessary filings to be made with the Internal Revenue Service. In addition to these mandatory filings, the Board, acting through the Officers, may, upon a majority vote of the Board, cause an annual report to be made available to the Members not later than 120 days after the close of the fiscal or calendar year.
Section 5. The Board, except as in the Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents to enter into any contract, deed or lease or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.
Section 6. The Directors and Officers of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporations, trusts, joint ventures, organizations, companies, partnerships, or other business entities standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this corporation in any other corporations, trusts, joint ventures, organizations, companies, partnerships, or other business entities may be exercised either by such Officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said Officers.
Section 7. The Corporation shall keep in its registered office the original or a copy of the Bylaws as amended or otherwise altered to date, certified by an Officer, which shall be open to inspection by the Members at all reasonable times during office hours.
Section 8. Any Member of the Corporation, including Directors and Officers, conducting the Corporation’s official business shall be paid committee time. The standard rate of committee time shall be twenty dollars ($20.00) per hour. The Board shall determine, in its sole and absolute discretion, any other rate of payment for Members conducting Corporation business. The Member seeking committee time payment shall submit their request for payment to the Treasurer in writing, in a manner prescribed by the Treasurer, by the last day of the month when he performs any task or obligation for the Corporation.
Section 9. The organization may be dissolved only with authorization of its Board given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members.
KNOW ALL BY THOSE PRESENT:
That the undersigned, the Directors of Vegas Fire and Rescue Charitable Association, Inc., a Nevada non-profit corporation, organized and existing under the laws of the State of Nevada, does hereby certify that the foregoing Bylaws, consisting of nine articles, were duly adopted as the Bylaws of Vegas Fire and Rescue Charitable Association, Inc. by majority vote and appropriate resolution of the Corporation’s Board on the latest date set forth below.
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