BYLAWS OF THE
ASSOCIATION OF VOLUNTEER EMERGENCY RESPONSE TEAMS, INC.
A Utah Non-Profit Corporation
ARTICLE I
NAME
Section 1.00 Foundation Name
The name of the Foundation, a non-profit corporation organized under the Utah Nonprofit Corporation and Co-operative Foundation Act (hereinafter the "Act") and the laws of the State of Utah, shall be the "Association of Volunteer Emergency Response Teams, Inc." also registered as "AVERT" (hereinafter the "Foundation").
ARTICLE II
PURPOSE
Section 2.00 Foundation Purpose
The purpose of the Foundation shall be as set forth in its Articles of Incorporation.
Section 2.01 By-Law Purpose Description
The Foundation's Board of Trustees purpose shall be to make recommendations to ensure the continuance and continuity of the Community Emergency Response Team (CERT) program(s), to make recommendations to local municipal government having jurisdiction regarding CERT programs, to certify AVERT Training Programs as to appropriate content and methods, to collect or purchase and redistribute equipment and supplies deemed necessary for preparedness and to promote disaster and extraordinary event preparedness.
ARTICLE III
OFFICE
Section 3.00 Registered Office
The registered office of the Foundation in Utah shall be Association of Volunteer Emergency Response Teams, 2001 South State Street, Suite S 1600, Salt Lake City, Utah 84190, unless otherwise established by the Board of Trustees and a record of such change is filed with the Utah Department of Commerce, Division of Corporations and Commercial Code in the manner provided by law.
Section 3.01 Other Offices
The Foundation may also have offices at such other places as the Board of Trustees may from time to time appoint or the business of the Foundation may require.
Section 3.02 Fiscal Year
The fiscal year of the Foundation shall begin on the 1st day of January in each year.
ARTICLE IV
NOTICE OF BOARD MEETINGS
Section 4.00 Manner of Giving Notice
Notice of meetings will be in the form of publication in newspaper, or by direct mail to Members, or by fax, or by electronic medium.
ARTICLE V
BOARD of TRUSTEES RULES
Section 5.01 Initial Objectives of the AVERT Board
The Association of Volunteer Emergency Response Teams Board shall make policies and rules pertaining to the Association of Volunteer Emergency Response Teams in order that it may be operated effectively and efficiently in times of disaster.
Initial objectives of the Association of Volunteer Emergency Response Team (AVERT) Board shall be to:
(a) Make clear definitions and descriptions of the mission of AVERT;
(b) Recommend an AVERT Five Year and/or Ten Year Master plan;
(c) Make such recommendations as may aid and assist the CERT program managers and Municipalities in the implementation of the adopted AVERT Master plan;
The use of the acronym "A.V.E.R.T" by related organizations is permitted, provided that the Association of Volunteer Emergency Response Teams Board has representation in such organizations and approval is gained from the Board.
Section 5.02 Master Plans
In developing the Master plan, the Board shall consider and make recommendations regarding the continuity of the Community Emergency Response Team (CERT) programs by supporting the efforts of all emergency response organizations as they relate to CERT disaster preparedness.
Section 5.03 Resources
The Board shall seek out and solicit whatever resources are feasible and appropriate for the support of AVERT and the purposes as stated herein and in the Articles of Incorporation.
Section 5.04 Fund Raising
All Funds raised by the AVERT Board shall, consistent with State Law and County Ordinance and policy, be deposited with the AVERT Treasurer in an AVERT bank account within five (5) working days of receipt, so that all funds raised shall be used solely for the purposes of AVERT.
Section 5.05 Activities and Programs
The Board shall work toward the creation and implementation of activities and programs in AVERT which are consistent with the needs of the public.
Section 5.06 Self Assessment
The Board shall continually assess the appropriateness and effectiveness of AVERT's resources and services as they relate to the needs of the public.
Section 5.07 Public Informed
The Board shall strive to keep the general public informed of the activities and concerns relating to AVERT.
ARTICLE VI
BOARD MEMBERS
Section 6.01 Board of Trustees
The AVERT Board shall be comprised of three (3) to twelve (12) voting full members. They shall be representative of the population to be served by AVERT. There shall be such ex-officio or non-voting advisors to the Board from community councils the Board may deem appropriate. All voting full members shall be at least CERT trained. Persons with certified training superior to that provided by CERT training are also eligible for Board appointment and full membership status.
Section 6.02 Trustee Replacements
New Board members will be presented by the Executive Committee for approval by a total majority vote of the Board when a Quorum is present. Procedures shall include reasonable opportunity for all Board members to be fully informed.
Section 6.03 Vacancy Declared
A Board member's seat shall be declared vacant when such member is absent from three (3) consecutive board meetings without formally notifying the Chairperson or his or her representative prior to each meeting.
Section 6.04 Vacancy Filled
When vacancies occur the Board shall act promptly to fill the seat of the vacancy. The new board member will complete the term of his/her predecessor.
Section 6.05 Member Term
Board members shall be appointed for a term of three consecutive years, with not more than one-third (1/3) of its member's terms to expire each year. Initial member's appointed to the board shall be appointed for one, two, or three year terms, as deemed appropriate by the Executive Committee, in order to accomplish the staggered terms. Thereafter, all subsequent board members shall be appointed for a term of three (3) years. No member of the board shall be reappointed to a consecutive term more than once.
Section 6.06 Removal
Any member may be removed from the Board with just cause by vote of two-thirds (2/3) of the total members of the Board.
ARTICLE VII
EXECUTIVE OFFICERS
Section 7.01 Executive Committee and Executive Officers
The Executive Committee of the Board shall be the Chairperson, Vice-Chairperson and the Chief Financial Director. The executive officers of the Foundation shall be the General (Program) Manager, Secretary and Treasurer. All Executive Committee Members shall be elected by the Board of Trustees, and all Executive Officers will hold their positions perpetually at the pleasure of the AVERT Board. Elections will be at an annual meeting of the Board and Executive Committee Members shall hold office for a period of one (1) year. All Executive Committee Members shall be selected from members of the Board.
Section 7.02 The Chairperson
The Board Chairperson shall preside at board meetings and shall be ex-officio member of all committees except of any committee which may be preparing nominations for board executive committee members.
Section 7.03 The Vise Chairperson
The Vice Chairperson shall have all the powers and duties of the Chairperson in the absence of the Chairperson. The Vice Chairperson will act as the representative of community council and municipal interests for AVERT.
Section 7.04 The Financial Director
The Financial Director may act as the Treasurer and shall have all the powers and duties of the Treasurer in the absence of the Treasurer. The Financial Director will act as the Treasurer's supervisor and coordinate necessary meetings between the Treasurer and the CPA accounting organization.
Section 7.04 The Secretary
The Secretary of AVERT shall have the responsibility for taking and transcribing the minutes of board meetings, receiving and pre-processing of documents for Board meetings, preparing information packets for meetings and post-processing all meeting documents. The minutes shall be mailed, posted on the Web Site or faxed by the Secretary to each board member within seven (7) days of the board meeting. The agenda for the next meeting will be mailed, posted on the Web Site or faxed to board members between three (3) and ten (10) days prior to the next board meeting. The Secretary shall attempt to remind each member of the board of the next board meeting at least twenty-four (24) hours prior to the next scheduled meeting.
Section 7.05 The Treasurer
The Treasurer of AVERT can be held by the Secretary, and shall collect and transmit all funds raised by the Foundation to an AVERT bank account in accordance with Article V, Section 4, hereof, and advise the AVERT Board of the same. The Treasurer shall work with a CPA accounting organization assuring that all necessary reporting documentation occurs. The CPA accounting organization shall be the Auditor of the Foundation's Books.
Section 7.05.01 Signatory Authorizations
Disbursements for day to day operation of AVERT, (less than $100.00), may occur without Board review and the counter signature of an Executive Committee Member. All other, checks, drafts or any other disbursement from an AVERT account will require two signatures. The Treasurer will be provided with advisable bonding security for the necessary board members.
Section 7.06 The General (Program) Manager
The General (Program) Manager shall be responsible to uphold the integrity of the AVERT organization through the development and implementation of the AVERT and CERT programs. This shall include attendance to Board meetings, maintaining the CERT database of trained citizens and the membership, providing for continuing educational opportunities of AVERT personnel and representing and reporting on AVERT activities to government officials and other Emergency Program Managers.
Section 7.07 Tabling Resolutions
The Executive Committee may table any resolution or matter made by the Board of Trustees for a time period not to exceed more than ninety (90) days. The matter may be brought to the Board prior to that time for reconsideration at a special meeting of the members of the Board. To table a resolution the Executive Committee Member must have one other Board member second the motion to table.
ARTICLE VIII
COMMITTEES
Section 8.01 Committee Creation
The Board, at its discretion, may create and / or abolish its own committees or other organization units. Committees shall serve to make recommendations to the Board unless otherwise specified by the Board and AVERT Policies & Procedures.
Section 8.02 Committee Classifications
Committees shall be designated as STANDING committees and AD HOC committees. Standing committees will be those which are formed for at least one year. The AD HOC committees will be appointed as needed.
Section 8.03 Committee Members
Committee chairpersons and members must be approved by the Board of Trustees. All committee members must be volunteers to the Foundation.
Section 8.04 Membership Committee
There shall be an AD HOC membership committee whose duties are to evaluate prospective members according to board membership requirements as outlined in Article VI, above, and to keep an updated list of approved names of prospective members and to recommend approved candidates for membership to the Board in case of vacancies on the Board.
ARTICLE IX
BOARD MEETINGS
Section 9.01 Meetings
The Board shall meet monthly unless otherwise determined by the board. Written notice shall be sent by the Secretary to all board members three (3) to ten (10) days in advance of the meeting date, with the exception of emergency meetings.
Section 9.02 Quorum
A majority of the board members shall constitute a quorum, and a majority of the members in attendance at any meeting shall, in the presence of a quorum, decide its action.
Section 9.03 Emergency Meetings
Any Board Member or Executive Officer may call a special or emergency meeting upon the request or approval of a least three (3) additional Board Members.
Section 9.04 Board or Officer Vacancies
During any regular monthly meeting, the board may elect another board member to fulfill the unexpired term of any Board Member or Executive Officer who has vacated that seat or position.
Section 9.05 Annual Meeting
The annual meeting shall be held during the month of January. The principal agenda item for this meeting shall be the seating of newly elected Board Members and appointed Executive Officers, who shall take office immediately.
Section 9.06 Rules of Order
Roberts Rules of Order shall apply in all situations not specifically covered by these Bylaws.
ARTICLE X
Section 10.01 Amendment to bylaws
These bylaws shall be amended upon an affirmative vote of two-thirds (2/3) or more of the existing board members.
Section 10.02 Written Notice
Written notice setting forth the proposed amendment shall be mailed or given to each member of the board no less than ten (10) days prior to the meeting, during which a vote is cast on the amendments.
Section 10.03 Policies & Procedures
The AVERT Policies & Procedures shall provide greater details and more restrictive requirements than these By Laws and are intended to supplement these By Laws. In addition to topics addressed in these By Laws, the Policies & Procedures will address other topics of concern to the Foundation. By reference herein, AVERT Policies & Procedures are considered an extension of the By Laws and must therefore be approved by the Board when major revisions are made or new policies and procedures are developed.