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BY-LAWS
OF
FIRE INVESTIGATORS OF FLORIDA, INC.
ARTICLE I
The name of the corporation shall be Fire Investigators of Florida, Inc., a chapter of the
International Association of Arson Investigators, herein referred to as "The Chapter".
ARTICLE II
The principal office of The Chapter shall be the office and/or residence of the Secretary
serving at the time of filing and thereafter at the office and/or residence of the Secretary currently
serving, or as may later be designated by The Chapter.
ARTICLE III
The purposes for which The Chapter is formed are as follows:
A. For the professional association, support and training of fire investigators and other
related professionals, to further the prevention and investigation of fires and explosions as well
as the prevention of arson and other related crimes.
B. For the transaction of business of any one or more lawful purposes not for pecuniary
profit.
C. For the purpose of networking with other professionals, groups, and agencies to
establish partnerships to better serve the Chapter membership.
ARTICLE IV
Section 1 - Annual Meeting.
The membership shall hold an annual meeting each year at such place as may be
designated by the Board of Directors. The date, time and place set by the Board of Directors
shall be sent to all members, offices and directors of The Chapter at least thirty (30) days prior to
the date of the meeting by mail or other alternative means, including but not limited to email,
facsimile, posting on the Chapter’s web site, or any other method authorized by the Board of
Directors in order to facilitate the timely business operations.
Section 2 - Special meetings of the General Membership.
Special meetings of the general membership may be called at any time by the President
or Vice-President upon the request of any two (2) members of the Board of Directors, or upon
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receipt of a written request for such meeting sent and signed by ONE THIRD (1/3) of the general
membership. Written notice of such meeting stating the date, time, place and reason for such
meeting shall be sent to all members, officers and directors of The Chapter not less than fifteen
(15) days before such meeting by mail or other alternative means, including but not limited to
email, facsimile, posting on the Chapter’s web site, or any other method authorized by the Board
of Directors in order to facilitate the timely business operations.
Section 3 - Quorum.
At any meeting of The Chapter, other than an executive meeting of the officers or
directors, at least fifteen (15) active members there present, in person, shall be necessary to
constitute a quorum for all purposes. The act of the majority of those active members present at
which there is a quorum shall be the act of the entire membership, except as may be otherwise
provided for by statute or by the charter of The Chapter. In the absence of a quorum, a meeting
may be adjourned by the vote of a majority of the current Chapter members there present without
notice other than by announcement at the meeting and without further notice to the absent
members.
Section 4 - Voting Rights.
At any meeting of The Chapter other than an executive meeting of the officers or
directors, each current Chapter member there present shall be entitled to vote on all issues
requiring a decision of The Chapter. The vote for Directors and, upon demand of any current
Chapter member, any other question requiring a decision at the meeting, shall be by written
ballot. All other decisions may be made by voice vote or by a showing of hands of those current
Chapter members there present.
Section 5 – Chapter Membership.
Any representative of government or a governmental agency or any representative of a
business or industrial concern who, at the time of application, is not less than 21 years of age and
is engaged in some phase of fire and/or explosion investigation, enhancing the suppression of
arson.
Section 6 - Associate Membership.
Those persons not qualified for Chapter membership who possess the personal
qualifications consistent with those stated in the application for membership and have been
approved by the membership committee. Associate members shall have the privileges of a
Chapter member, except voting and holding office.
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Section 7 – Life Membership.
Any individual whose personal or professional activities have significantly contributed to
the advancement of fire or explosion investigation shall be deemed eligible for Life Membership.
Life Members shall not be required to pay annual dues and seminar registration fees, and shall
not be required to attend regular membership meetings to maintain such status.
Section 8 - Retired Membership.
Shall be limited to former members who have been members in good standing for a
consecutive period of at least two years prior to their retirement from active employment in some
phase of fire or explosion investigation. No retired member shall be eligible to retain this
distinction or be privileged to attend the meetings of the association if, he/she becomes
associated with any business in any capacity conflicting with the qualifications and objectives set
forth for membership and participation in the organization. No retired member shall be eligible
to vote or hold office.
Section 9 – Termination of membership/expulsion.
Any Member who has engaged in conduct prejudicial to the interests and objectives of
the Chapter; or who has engaged in unethical or unprofessional conduct; or who has been
convicted of any illegal or criminal activities under state or federal law; or who has been
reprimanded, suspended, terminated or subject to civil, criminal or administrative proceedings
relating to professional licensure or employment servicing as the basis for eligibility under the
membership criteria set forth in these Bylaws; shall be subject to termination of
membership/expulsion upon three-fourths vote of the Board of Directors at any time. Any
member terminated or expelled under this provision shall not be eligible for reinstatement to
membership for a period of at least two years and may only be reinstated by unanimous approval
by the Board of Directors.
ARTICLE V
Board of Directors
Section 1
The general management of the affairs of The Chapter shall be vested in the Board of
Directors.
Section 2 – Officer.
The Officers of The Chapter shall be the President, Vice-President, Secretary and
Treasurer.
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Section 3 - Number of Board Members.
The Board of Directors shall consist of the Officers and five (5) other current members of
The Chapter, and shall include the following positions:
A. President
B. Vice-President
C. Secretary
D. Treasurer
E. North Regional Director
F. Central Regional Director
G. South Regional Director
H. The Most Recent Past President
I. Sgt. at Arms/Parliamentarian (appointed by Board as non-voting position)
This number may be changed as deemed necessary by the Board of Directors for the benefit of
The Chapter and by amendment of these By-Laws in the manner herein provided. However, no
more than two members of any single business entity and/or governmental agency shall be
eligible to serve on the Board of Directors at the same time.
Section 4 - Election of Board of Directors.
A. The President shall appoint a nominating committee at least three (3) months prior
to the annual meeting who shall propose a slate of Board Members of the Chapter to be
elected at the annual meeting. The nominating committee shall consist of no less than
three (3) current members of The Chapter, one of whom shall be the Vice President.
Nominations may also be made in writing during a period of time and in a manner
prescribed by the Board of Directors.
The nominating committee shall report to the Board for approval of candidates who may
stand for election. The Board of Directors will arrange for printed ballots listing all
qualified candidates in an order selected at random.
B. At all elections for members of the Board of Directors, all current Chapter
members in good standing may cast their votes for such Officers/Directors. Current
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Chapter members who wish to vote by mail may request a ballot and do so prior to the
Annual Meeting in a manner prescribed by the Board of Directors.
C. No current Chapter member in good standing may hold the office of President or
Vice-President until such time as they have served as a Secretary, Treasurer or Regional
Director for a period of not less than two (2) years.
Section 5 - Term of Office.
Officers shall be elected by the current members of The Chapter by ballot at the annual
meeting of The Chapter in odd numbered years. Officers shall serve for a term of two years. The
election of Regional Directors shall be staggered with the election of the officers and shall be
held in even numbered years. Directors shall be elected to a term of two (2) years.
Section 6 - Vacancies in Office.
Should the office of the President become vacant by reason of termination or resignation
during the term of office, the Vice-President shall succeed to the office for the unexpired term.
Vacancies in all other elected offices shall be filled for the unexpired term by majority vote of
the Board of Directors once appointed by the President.
Section 7 - Duties of Board Members.
A. President. It shall be the duty of the President as the Chief Executive Officer to
reside at all meetings of the members, Board of Directors, and any executive committee.
He or she shall have the power to appoint the Chairman of all committees which may be
necessary for the conduct of the organization’s business. He or she shall call all regular
and special meetings when deemed necessary and when called for. He or she shall have
the power to sign all contracts and any other obligations on behalf of The Association
approved by the Board of Directors. He or she shall be authorized to sign checks on The
Association bank account. In addition, he or she shall have and perform such other duties
as may be delegated to him or her by the Board of Directors. He or she shall obtain a
third-party licensed accounting agency each year to thoroughly review the books and
financial status of The Chapter. The report of the accounting agency shall be provided to
each member of the Board of Directors and any member in good standing requesting such
report.
B. Vice-President. The Vice-President shall act for the President in his or her
absence. He or she shall be empowered to sign checks on The Chapter’s account in his or
her absence, along with the Treasurer. He or she shall serve on all committees in the
absence of the President. In the absence of the Secretary, he or she shall record the
minutes of the Board of Directors. The Vice-President shall be the Chair for the Annual
Conference Committee and shall have the power to appoint up to five (5) additional
members to assist with the planning and implementation of the Annual Conference.
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C. Secretary. The Secretary shall take and keep the minutes of all meetings of the
membership and Board of Directors. He or she shall furnish a copy of the minutes to the
Board of Directors within ten (10) days after each meeting and shall be custodian of all
records and papers of The Chapter. The Secretary shall further handle all necessary
correspondence of The Chapter as directed by the Board of Directors. The Secretary
shall oversee the Chair of the Membership Committee and shall have the power to
appoint up to two (2) additional members to assist with maintaining and/or notifying the
Chapter membership.
D. Treasurer. The Treasurer shall receive and deposit all funds in the name of The
Chapter in a bank or other savings institution as directed by the Board of Directors. He
or she shall sign checks for the disbursement of funds with the counter-signature of the
President or the Vice-President when required. Current financial records shall be kept at
all times and reports on the financial status of The Chapter shall be submitted to the
Board of Directors monthly and provided to the membership upon reasonable request.
Copies of the financial reports shall be provided to each member of the Board of
Directors. The books of The Chapter shall be delivered to his or her successor, duly
audited, immediately following the termination of the office or the appointment of a new
Treasurer. The Treasurer shall be bonded by a properly licensed bonding agency in the
amount deemed necessary by the voting members of the Board of Directors within thirty
(30) days of assuming office and shall remain so bonded for the duration of his or her
term.
E. Directors. Directors shall represent the members in his or her geographic region
where they reside or maintain their principle place of employment. Each of the following
regions shall be represented by one (1) Director:
North
Central
South
Directors shall conduct at least one (1) training conference in his or her region each year
except for good cause shown as determined by the Board of Directors. Each training conference
shall consist of at least one (1) day of fire investigation related training. Dates for each training
conference shall be coordinated with the President to avoid scheduling conflicts and other
potential problems. Notice of such training conferences shall be made to the membership no less
than thirty (30) days prior to each such conference by mail or other alternative means, including
but not limited to email, facsimile, posting on the Chapter’s web site, or any other method
authorized by the Board of Directors in order to facilitate the timely business operations.
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F. Sgt. at Arms/Parliamentarian. Shall maintain order at the meetings in accordance
with Robert’s Rules and be witness to the integrity of the election process. This is not a
voting position.
Section 8 - Duties and Powers of Board Members.
The Board of Directors shall have the authority to:
A. Hold meetings at such times and places as may be deemed proper and necessary.
B. Admit, expel or suspend members.
C. Appoint committees comprised of members of the Board or the membership of
The Chapter.
D. Receive and disburse the funds of The Chapter.
E. Print and distribute documents and articles.
F. Communicate and interact with other associations having the same or similar
interests.
G. Employ agents.
H. Devise and carry into execution such other measures as it deems proper and
expedient to promote the goals of The Chapter and protect the interest and welfare
of the members.
I. Remove any or all of the Board Members of The Chapter with due cause prior to
the termination date of such office.
J. Elect substitute Board Members in the event any Board Member resigns or is
removed from office prior to the termination date of such office.
K. Terminate any contract of any firm, individual, or other entity employed by The
Chapter to perform any and all nature of services to The Chapter.
Section 9 - Absence.
Should any member of the Board of Directors be absent without cause from three (3)
consecutive meetings of the Board or without notifying the President or Secretary of good cause
for doing so and such cause being accepted by the voting members of the Board, the member’s
seat on the Board may be declared vacant and the Board may vote to select a substitute Director
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from the membership of the organization to serve until the remainder of the unexpired term of
the vacant seat.
Section 10 - Resignation.
Any Board Member may resign at any time by giving written notice of such resignation
to the Board of Directors. Unless otherwise requested and approved by the remaining members
of the Board of Directors, resignation shall be effective upon receipt.
Section 11 - Removal or Termination of Office.
Any one or more of the Officers or Directors may be removed with cause at any time by
the Board of Directors by two-thirds majority vote of the remaining Board Members.
Section 12 - Delegation of Authority.
The Board of Directors may delegate authority to any executive committee to conduct the
business of the organization in accordance with the policies prescribed by the Board of Directors.
Section 13 - Eligibility.
Only current members in good standing shall be qualified to become members of the
Board of Directors as specified in Article IV § 5 and Article V § 4(c).
ARTICLE VI
Meetings of the Board of Directors
Section 1 - Annual Meeting.
The annual meeting of the Board of Directors shall be held prior to the annual
membership meeting. The date, time, and place of such meeting shall be determined by the
President and notice of such meeting shall be given to members of the Board of Directors no less
than fifteen (15) days prior to such meeting being held by mail or other alternative means,
including but not limited to email, facsimile, posting on the Chapter’s web site, or any other
method authorized by the Board of Directors in order to facilitate the timely business operations.
Section 2 - Special Meetings.
Special meetings of the Board of Directors may be called by the President or any two (2)
members of the Board of directors or by the majority of the members of any executive committee
that may be in existence at such time, for any specific purpose. Written notice of such meetings
shall be given to each member of the Board of Directors stating the purpose of such meeting no
less than fifteen (15) days prior to such meeting being held by mail or other alternative means,
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including but not limited to email, facsimile, posting on the Chapter’s web site, or any other
method authorized by the Board of Directors in order to facilitate the timely business operations.
Section 3 - Regular Meetings.
The Board of Directors shall hold regular meetings at times specified and agreed upon by
them during each year. Written notice of such meetings shall be given each member of the Board
of Directors no less than thirty (30) days prior to such meeting being held by mail or other
alternative means, including but not limited to email, facsimile, posting on the Chapter’s web
site, or any other method authorized by the Board of Directors in order to facilitate the timely
business operations. An agenda of the activities to be conducted and the topics to be discussed at
such meetings shall be included in and attached to such notice.
Section 4 - Quorum, Voting.
A majority of the voting members of the Board of Directors shall constitute a quorum for
the transaction of business. The affirmative vote of a majority of the voting members of the
Board of Directors present shall be considered the act of the Board of Directors at any annual,
special, or regular meeting.
Section 5 - Voting of Board Members.
Each member of the Board of Directors, with the exception of the Sgt. at
Arms/Parliamentarian, shall be entitled to cast a vote at any meeting on any issue or matter of
business considered at such meeting. No member of the Board of Directors shall be entitled to
vote at any meeting unless physically present at such meeting. For the purpose of this
subsection, “present” shall include those members of the board who are physically present and
any board member(s) participating by teleconference or electronic network as deemed necessary
by the President.
ARTICLE VII
Operating Procedures and Authority
Section 1
The Board of Directors will have authority to approve expenditures and disburse funds
from the general operating account in order to carry on the duly authorized business of The
Chapter up to the amount of Five Thousand Dollars ($5,000.00) for any single expenditure upon
majority vote of the Board of Directors at any time. Any single expenditure in excess of Five
Thousand Dollars ($5,000.00) shall require prior authorization by majority vote of the current
Chapter members at a regularly scheduled general membership meeting or in a manner
prescribed by the Board of Directors.
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Section 2
Dues shall be assessed and payable by each member on or before the date specified in the
renewal notice. The amount of dues shall be established by the Board of Directors and may be
amended upon three-fourths (3/4) vote of the Board of Directors at a regularly scheduled meeting
of the Board of Directors.
ARTICLE VIII
By-Law or Charter Amendment
The By-Laws or Articles of Incorporation of this corporation may be amended, repealed
or altered in whole or in part by a two-thirds majority vote at any duly organized meeting of the
current Chapter members at which a quorum shall be present. Notice of the proposed change
shall be sent to each member at least fifteen (15) days prior to the time and date of the meeting
which is to consider and vote on such change or amendment by mail or other alternative means,
including but not limited to email, facsimile, posting on the Chapter’s web site, or any other
method authorized by the Board of Directors in order to facilitate the timely business operations.
The proposed change or amendment to the By-Laws or the Articles of Incorporation
shall, prior to notice being given of such meeting, be ratified and approved by the Board of
Directors by a majority vote of the voting members present at such Board of Directors meeting.
Only those Board Members present as defined in Subsection 5 of Article VI may cast their vote
on the action before the meeting. Upon approval and ratification of such amendment to the By-
Laws or charter of The Association by the members as above set forth, the By-Laws committee
shall thereupon proceed to prepare such amendment and see to the filing of any document with
the proper governmental authority. Copies of such revised and amended By-laws or charter shall
be given to any member upon request.
ARTICLE IX
The fiscal year of the corporation shall commence on January 1 of the year and terminate
on December 31, of that same year.
ARTICLE X
Distribution of Assets
Upon dissolution, liquidation and winding up of The Chapter, the Board of Directors
shall, after paying or making provision for payment of all the liabilities of The Chapter, dispose
of all the assets of The Chapter exclusively for the purposes of The Chapter in such manner as
the Board of Directors may determine. Any assets not so disposed of shall be disposed of by a
court of competent jurisdiction in the county in which the principal office of The Chapter is then
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located, exclusively for such purposes, or to such organization or organizations as such court
shall determine.
ARTICLE XI
Indemnification
The Chapter may be empowered to indemnify any Officer or Director, or any former
Officer or Director, by a majority vote of a quorum of members, who are not parties to such
action, suit or proceeding, in the manner provided in §607.014 of the Florida Statutes, as
amended. If such indemnification is authorized by the Board Members, the expenses incurred in
defending such civil or criminal action, suit or proceeding may be paid by The Chapter in
advance of the final disposition of such action, suit or proceeding in the manner described in
subsection 5 of §607.014 of the Florida Statutes, as amended, upon receipt of an undertaking by
or on behalf of the director, Officer, employee or agent to repay such amount in the event he or
she is found to be not entitled to such indemnification.
ARTICLE XII
Contracts, Checks, Deposits, and Credit Card
Section I - Contracts. The Board of Directors may authorize any Officer or agent of
The Chapter to enter into any contract or to execute and deliver any Instrument or document on
behalf of the corporation, which authority may be general or specific.
Section II - Deposits. All funds received by The Chapter shall be deposited to the credit
of The Chapter in a bank or other financial institution approved and authorized by the Directors.
Section III - Checks. All checks, drafts or any authorization for the payment of any
notes, sums of money or other evidence of debt issued in the name of The Chapter shall be
signed by such officers or agents as shall from time to time be designated and determined by the
Board of Directors. All disbursement checks in excess of One Hundred Dollars ($100.00) must
be signed by both the Treasurer and the President or Vice President.
Section IV- Credit Card. The Chapter credit card shall be issued only to the President
and Vice President. Its use is strictly for Chapter business and for no other purpose. Any
expenditure in excess of $500 must be approved in advance by the Board of Directors. Upon
receipt each month, the Treasurer shall promptly supply each member of the Board of Directors
with a copy of the credit card statement.
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ARTICLE XIII
Records
The Chapter shall maintain accurate and current books and records and minutes of all the
meetings of the members and Board of Directors. All such records may be inspected by any
Director or member or the agent or attorney of either, or any proper person, at any reasonable
time. Said records shall be kept by the Secretary and/or Treasurer or at any location deemed
appropriate by the Board of Directors.
ARTICLE XIV
Non-Profit Status
The organization is organized exclusively for charitable, religious, educational, and/or
scientific purposes under section 501(c) (3) of the Internal Revenue Code.
No part of the net earnings of the organization shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons, except that the
organization shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in the
purpose clause hereof.
No substantial part of the activities of the organization shall be the carrying on or
propaganda, or otherwise attempting to influence legislation, and the organization shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office. Notwithstanding any other provision of
this document, the organization shall not carry on any other activities not permitted to be carried
on (a) by an organization exempt from federal income tax under section 501(c) (3) of the internal
Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization,
contributions to which are tax deductible under section 170(c) (2) of the Internal Revenue Code,
or corresponding section of any future federal tax code. Upon dissolution of the organization,
assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)
of the Internal Revenue Code, or correspondence section of any future federal tax code, or shall
be distributed to the federal government, or to a state or local government, for a public purpose.
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DATED AND ADOPTED:
FIRE INVESTIGATORS OF FLORIDA, INC. A CHAPTER OF THE
INTERNATIONAL ASSOCIATION OF ARSON INVESTIGATORS, INC.,
By _/s/ ___
President
Attest: By _/s/ ___
Secretary
(Date: )
IAAI2013 ByLaws (Approved 2013)