County of Los Angeles Firemen's Benefit & Welfare Association, Inc

Constitution and By-Laws

Revised January 2014


TABLE OF CONTENTS CONSTITUTION Article I  Name and Headquarters Article II  Purpose Article III  Membership Article IV  Officers and Directors Article V  Election of Officers Article VI  Terms of Office Article VII  Duties and Powers Article VIII  Meetings Article IX  Amendments Article X  Ratification BY-LAWS Article I  Funds Article II  Objectives & Methods Benefit Fund Article III  Objectives & Methods Benefit & Welfare Fund Article IV  Committees Article V  Mileage and Expenses Article VI  Quorum Article VII  Amendments Article VIII  Ratification
Article IX: The Delegation of Fiscal Spending Authority
 Article X : Expanded Voting Policies and Procedures
 CONSTITUTION CONSTITUTION - ARTICLE I Name and Headquarters Section 1 The corporation shall be known as the County of Los Angeles Fireman’s Benefit & Welfare Association, Inc.. Section 2 The principal office for the transaction of business of the corporation shall be the home address and phone number of the current President of the Benefit & Welfare Association.   CONSTITUTION  -  ARTICLE II Purpose Section 1 The purpose of this corporation shall be the promotion and protection of the best interests of the membership; the creation and maintenance of a familial spirit and attitude among all members, both active and retired, their dependents and families. Section 2 The provision of aid and assistance financially, materially and spiritually to all members, both active and retired, their dependents and families who are ill or injured. Section 3 The provision of social and recreational activities for all members, both active and retired, their dependents and families. Section 4 The publication of a regular magazine or newsletter for the information, entertainment and enjoyment of the membership.  The name of the publication shall be "Straight Streams" and its name, trademark and all copyrights shall be the exclusive property of this corporation. CONSTITUTION  -  ARTICLE III Membership Section 1 Those eligible for membership in this corporation are all permanent paid employees as well as retired permanent paid employees of the County of Los Angeles Fire Department. Section 2 Those eligible may become members of the corporation by paying the stipulated monthly dues. Section 3 Retired permanent paid employees who were paying dues while still active are not required to pay dues once they retire.  This is the only exception to Section 2 preceding. Section 4 In exceptional cases aid and assistance may be provided to a non-member of this corporation at the discretion of the Board of Directors.  One example might be aid to the dependent of a deceased member.  CONSTITUTION  -  ARTICLE IV Officers and Directors Section 1 The officers of this corporation shall be the President, Vice President, Secretary, and the Treasurer. Section 2 There shall be one (1) Director from each battalion.  Retirees, Air Ops, Forestry, Camps and LAO shall have one (1) Director each.  Other sections may be represented, as practicable, at the discretion of a majority vote of the Board of Directors. Section 3 For each Director outlined in Section 2, preceding, and Alternate Director's position is designated and filled according to this corporation's Constitution and By-Laws. Section 4 The Officers, Directors and Alternate Directors shall administer the affairs of this corporation under the name "Board of Directors" of the County of Los Angeles Fireman's Benefit and Welfare Association. Section 5 If the president is a director at the time of their election, another director shall be either appointed or elected  to fill the vacancy, at the discretion of the Board of Directors. Section 6 The president shall be a Director-at-Large with limited voting powers, as specified in Robert's Rules of Order, revised edition.  The Vice-President, Secretary and Treasurer  shall be considered Directors-at-Large with full voting privileges. Section 7 At the discretion of the Board of Directors, the immediate past President may serve as an advisor to said Board. CONSTITUTION  -  ARTICLE V  Election of Officers and Directors  Section 1 The officers shall be nominated and elected annually by the Board of Directors at the regularly scheduled meeting in December and seated at the regularly scheduled meeting in January. Section 2 An Officer may be nominated from the membership without the nominee first having been elected as a Director.  But, as general practice, the Officers shall be nominated from among the Directors and Alternate Directors currently serving. Section 3 The Directors and Alternate Directors for the even numbered battalions, as well as those from LAO, Camps and Air Ops shall be elected in the even numbered years.  The Directors and Alternate Directors for the odd numbered battalions, as well as those from Forestry and Retirees shall be elected in the odd numbered years.  Directors and Alternate Directors added later shall be included in ether even or odd year elections to maintain as practicable, an even number to be elected annually.  In order to serve as an Officer, Director or Alternate Director one must be a member in good standing at the time of the election and throughout the term of office. Section 4 Elections shall be held under procedures to be determined and specified by the Board of Directors. All elections are to be by written, secret ballot.  Beginning in November, Directors shall furnish each of their battalion or section members with one blank ballot.  The Director will then collect the ballots and turn them in to the Secretary.  Election of Directors are to be held in November.  All ballots shall be counted at the regularly scheduled meeting in December by a committee of three (3) uninvolved Directors.  The President shall, at that time, appoint the winners.  The winners and losers are then notified by the Secretary prior to the January meeting.  The new Directors are then seated at the regularly scheduled meeting in January.   CONSTITUTION  -  ARTICLE VI Terms of Office Section 1 The regular term of office for all officers shall begin with the regularly scheduled Board of Directors meeting in January and shall continue for a period of one year, or until a successor has been elected or appointed. The terms of the President and Vice-President shall be limited to two (2) consecutive terms. Section 2 The regular terms of newly elected Directors or Alternate Directors shall begin with the regularly scheduled Board of Directors  meeting in January and shall continue for a period of two (2) years or until a successor has been elected or appointed. Section 3 It shall be the prerogative of the Board of Directors, by a simple majority vote, to replace any Officer or Director who fails to attend two (2) Board meetings within a twelve (12) month period without being excused, and/or in the case of an Alternate Director failing to attend in the Director’s absence. Section 4 It shall be the prerogative of the Board, by a two-thirds (2/3) majority vote, to replace any Officer, Director or Alternate Director who, by their action(s) and/or demeanor  has proved unworthy of representing the Benefit and Welfare Association. Section 5 Vacancies occurring in any of the offices shall be filled by a simple majority vote of the Board of Directors at a scheduled meeting.  Officers so elected shall hold office for the remainder of the unexpired term or until their successor has been elected or appointed. Vacancies among the Directors or Alternate Directors may be filled by appointment, subject to the approval of the Board of Directors. They shall serve the remainder of the term, or if temporary, until a successor has been elected or appointed. CONSTITUTION  -  ARTICLE VII  Duties and Powers Section 1 PRESIDENT - Unless unable, the President shall preside at all meetings of the Board of Directors. The President's responsibilities shall include the following: 1.    Acquire and employ rules of parliamentary procedure including a thorough understanding of the         Constitution and By-Laws. 2.    Decide all questions of order. 3.    Certify the results of all elections. 4.    Appoint all committees, subject to the approval of the Board, and serve as an ex-officio member. 5.    Entitled to vote when the vote is by ballot and in all cases where the vote would change the result.  It is also the Presidents privilege to not cast the deciding vote, if they so choose. 6.    Be authorized by the Board to co-sign the Corporation checks and to sign Credit Union loans to which the Corporation serves as co-maker and has approval of the Board. 7.    Perform all duties necessary to promote the efficient functioning of the Corporation; to achieve its stated objectives and to benefit the membership. 8.    Initiate matters of policy and procedures provided that any conclusive action has prior approval of the Board. Section 2 VICE-PRESIDENT - The Vice-President shall assist the President and act in his absence.  Should the office of President be vacated, the Vice-President may serve as President for the remainder of the term with the approval of the Board.  The Vice-President's responsibilities shall include the following: 1.    Co-sign Corporation checks and to co-sign Credit Union loans to which the Corporation serves as co-maker and has approval of the Board. 2.    Serve as chairperson of the Special Events Committee.  This shall include the responsibility of collecting and disbursing all funds with regard to special events. 3.    Perform any other duties assigned by the President.   Section 3 SECRETARY - The Secretary shall keep and accurate record of the minutes of all Board meetings.  The Secretary's responsibilities shall also include the following: 1.    Prepare, in advance, an agenda for the Presidents use for all regularly scheduled Board meetings. 2.    Be responsible for maintaining an accurate filing system for all correspondence and records. 3.    Inform all candidates of the outcome of elections in a timely manner. 4.    Co-sign Corporation checks and Credit Union loans to which the Corporation serves a co-maker and has approval of the Board. Section 4 TREASURER - The Treasurer shall have general charge of Corporation financial matters and funds.  The Treasurer's responsibilities shall also include the following: 1.    Disburse funds in accordance with the established objectives of the Corporation, upon approval by the Board. 2.    Have custody of the Corporation's funds and deposit such in a bank/banks and/or savings institution with the approval of the Board. 3.    May co-sign all Corporation checks and Credit Union loans to which the Corporation serves a co-maker and has been approved by the Board. 4.    Furnish a written monthly "Treasurer's Report" for Board approval. 5.    Perform any other duties as assigned by the President. Section 5 DIRECTOR - Each Director shall be responsible for conducting the affairs of the Corporation within their particular battalion or section.  Where necessary each Director shall: 1.    Investigate all hardship cases in their jurisdiction; assist the member in preparing "Application for Aid" forms and report in full on each case to the Board. 2.    Be ready at all times to assist fellow members and other Directors in promoting the business of the Corporation and the welfare of its members. 3.    Distribute discount cards and coupons and provide tickets for special events as they become available in accordance with guidelines set forth by the Board. 4.    Report to the Board at each monthly meeting the names of those members in their battalion or section who are ill or disabled, their condition and their needs. 5.    Check on all retirements within their battalion or section and offer assistance for all such ceremonies. 6.    Pick up and deliver, or cause to be picked up and delivered, all Corporation medical equipment requested.  At each regular meeting of the Board, report the status of all equipment.  Be responsible for forwarding the required forms covering each equipment transfer and for maintaining an accurate check on all equipment loaned in their jurisdiction. 7.    Attend each regularly scheduled Board meeting and, if unable, to see that their Alternate attends. 8.    Notify the Publication Editor monthly on whether an article concerning their battalion or section shall appear in Straight Streams.  The article shall comply with the guidelines established by the Publication Editor.  Failing to submit an article and/or notify the Editor for two (2) consecutive months, the Editor has the authority to discontinue that Battalions article. 9.    To adhere to and follow the outlined "Guidelines for Straight Streams Articles and Photos" Section 6 ALTERNATE DIRECTOR - Shall cooperate with the Director and assist them as needed and serve in their absence.  The Alternate Director's responsibilities shall also include the following: 1.    Attend all Board meetings in the absence of the Director.  Alternate Directors may attend any regularly scheduled Board meeting, however there shall be only one (1) vote for each battalion or section. 2.    In the absence of the Director, shall vote on all matters before the Board. 3.    All duties assigned to the Director are also the responsibility of the Alternate Director. CONSTITUTION  -  ARTICLE VIII MEETINGS Section 1 A Board of Directors meeting shall be held monthly, at a time and place designated by the Board, to conduct the business of the corporation. Section 2 A special meeting may be called by the President and/or a simple majority of the Board of Directors.  Upon such a request by the Board, the President shall schedule a special meeting within ten (10) days of the request.  All Directors and their Alternates shall be notified in writing of such meetings by the Secretary. Section 3 The order of business at a regularly scheduled meeting shall be as follows: 1.    Roll call of Officers and Directors 2.    Illness and Injury report 3.    Equipment report 4.    Editor's report 5.    Secretary's report 6.    Vice-President's report 7.    President's report 8.    Hardship cases 9.    Treasurer's report 10. Old business 11. New business 12. Approval of monthly minutes 13. Approval of Treasurer's report 14. Announcement of next meeting 15. Adjournment Section 4 The order of business may be transposed at any time by a simple majority vote of the Board of Directors at any regularly scheduled meeting. Section 5 In absence of other authority (including this Constitution and By-laws) the deliberations of this body shall be governed by "Roberts Rules of Order" revised edition. CONSTITUTION  -  ARTICLE IX AMENDMENTS Section 1 This Constitution may be amended or revised by a resolution, in writing, made at a regular meeting and acted upon at a subsequent meeting by a favorable vote of a two-thirds (2/3) majority of the entire Board of Directors. CONSTITUTION  -  ARTICLE X RATIFICATION Section 1 This Constitution shall be in full force and effect immediately upon adoption by the Board of Directors, and shall supersede and render null and void any existing Constitution of this Corporation. Section 2 Any amendment of this Constitution shall be in full force and effect immediately upon adoption by the Board. BY-LAWS BY-LAWS   -   ARTICLE I   FUNDS Section 1 This corporation does not contemplate the distribution of gains, profits, or dividends to any of its members and is formed for charitable, social and recreational purposes.   Section 2 The principal source of revenue for this corporation shall be derived from the membership dues.  Membership dues are secured from voluntary salary deductions from those eligible employees of the County of Los Angeles Fire Department.  Revenue may also be secured by other lawful means with the approval of the Board of Directors or by any of the following: 1.    By receiving property by devise or bequest, subject to the laws regulating the transfer of property by will or trust and to acquire and hold by purchase, gift, lease or otherwise, property of any kind, real or personal, including shares, bonds and securities of other corporations. 2.    To acquire, hold, lease, convey or otherwise dispose of, real and personal property within the State of California. 3.    To convey, exchange, lease, mortgage, encumber, transfer in trust or otherwise dispose of any or all of its property. 4.    To borrow money, contract debts and issue bonds, notes, debentures and other evidence of indebtedness to secure the same. 5.    In general, to do all things authorized by the laws regulating and relating to a non-profit organization within the State of California, whether or not specifically set forth in these articles, and to do all acts necessary or expedient for the administration of its affairs. Section 3 Voluntary salary deductions to the corporation shall be divided between the WELFARE FUND and the BENEFIT AND WELFARE FUND as deemed appropriate by the Board of Directors.  All other sources of income shall be deposited into the BENEFIT AND WELFARE FUND. BY-LAWS   -   ARTICLE II     OBJECTIVES AND METHODS      BENEFIT FUND Section 1 This corporation shall maintain a fund to be known as the County of Los Angeles Firemen's Benefit Fund.  The purpose being to support social and recreational activities for the membership and their families.  The corporations shall operate this fund in accordance with the Internal Revenue Code.  The Board of Directors is authorized to make expenditures, which in their opinion are in the best interest of the corporation. Section 2 Upon dissolution of said fund all net assets shall be distributed to a legally recognized charitable organization(s)  pursuant to existing Federal, State and County laws. Section 3 No monies from this fund may be used for or contributed to any political activity or be used in any manner than to accomplish the objectives as stated in the preceding sections. BY-LAWS   -   ARTICLE III   OBJECTIVES AND METHODS   BENEFIT AND WELFARE FUND Section 1 This corporation shall maintain a fund to be known as the County of Los Angeles Firemen's Benefit and Welfare Fund.  The purpose to include the following: 1.    Give direct financial aid to members, upon approval of the Board of Directors.  Request must originate from said member, and guidelines set forth by the Board must be followed.  At the discretion of the area Director, an emergency check of not more than $100 may be furnished to members in need. 2.    Aid members in financial need by serving as a co-maker for loans which, in the opinion of the Board of Directors, are justified and where such applicants are not eligible for additional loans from the F&A Credit Union. 3.    Maintain a supply of home medical equipment for use by the members and their dependents when insurance fails to cover a needed item.  The equipment is considered a loan and shall be returned when the equipment is no longer needed. 4.    Furnish sick and death remembrances (ie: flowers) to members or their families. 5.    Foster projects and make expenditures which, in the opinion of the Board of Directors, are in the best interest of the organization. Section 2 The Board of Directors shall be kept informed as to the needs of the membership by requiring the Directors and Alternate Directors to report at each regularly scheduled meeting, all cases where assistance may be needed.  It is essential that the Directors cooperated with the Department Chaplains, Officers and the membership in carrying out this task. Section 3 As a matter of policy, no monies from the Benefit and Welfare Fund may be used for or contributed to any political function or be used in any manner other than to accomplish the objectives as stated in this Article. BY-LAWS   -   ARTICLE IV   COMMITTEES Section 1 Regular Standing Committees, whose members are appointed by the President, shall include the following: 1.    Equipment 2.    Finance 3.    Special Events 4.    Publications 5.    Constitution and By-laws 6.    Recreation Section 2 Additional committees may be appointed by the President at their discretion with the approval of the Board of Directors. Section 3 The President, at the beginning of their term, shall appoint a member of the Constitution and By-Laws Committee, to serve as Parliamentarian.  This member shall act in accordance with this Constitution and By-laws and with "Robert's Rules of Order," revised edition. Section 4 Officers of this corporation shall not be assigned to committees except as an ex-officio member. Section 5 Directors, Alternate Directors or Members may be assigned to committees.  No Director, Alternate Director or Member may be assigned to more than one committee concurrently. Section 6 The Finance Committee shall be responsible for an annual audit of all financial activities for the calendar year.  The audit shall be presented to the Board for approval, not later than July of the following year.  The Finance Committee may have the annual audit conducted by a Certified Public Accountant, the cost of which is paid by the corporation. Section 7 A member of the Finance Committee may be appointed to serve as a special event treasurer and shall be responsible for, and provide a written accounting of, all funds expended for that event. Section 8 A member of the Publication Committee shall be appointed to the position of Publication Editor.  The Publication Editor's responsibilities shall be to perform all functions necessary to publication and distribution of the monthly magazine called "Straight Streams." BY-LAWS   -   ARTICLE V    MILEAGE AND EXPENSES Section 1 Officers, Directors and Alternate Directors, when engaged strictly on corporation business, shall be paid a mileage allowance in accordance with the current County mileage scale.  Such claims are to be submitted to the Treasurer on the approved expense voucher, listing the reason or event, the starting point, the destination and the mileage total. Section 2 All expense claims must be submitted within sixty (60) days of occurrence.  Any expense in excess of $50.00 must be approved by the Board. BY-LAWS   -   ARTICLE VI   QUORUM Section 1 A quorum shall consist of eight (8) Directors (or their Alternate if the Director is excused.)  At least two (2) of the quorum shall be Officers.  A quorum shall be present to transact any official business of the corporation. Section 2 The President shall be present at all meeting to transact official business of the corporation.  Should the President not be able to attend a meeting the Vice-President may act as President upon approval of the Board of Directors. BY-LAWS   -   ARTICLE VII   AMENDMENTS Section 1 These By-Laws may be amended or revised by a resolution in writing, made at a regularly scheduled meeting and acted upon at a subsequent meeting by a favorable two-thirds (2/3) majority vote of the entire Board of Directors. BY-LAWS   -   ARTICLE VIII    RATIFICATION Section 1 These By-Laws shall be in full force and effect immediately upon adoption by the Board of Directors, and shall supersede and render null and void any existing By-Laws of this organization. Section 2 Any amendment of these By-Laws shall be in full force and effect immediately upon adoption by the Board of Directors.


Article IX: The Delegation of Fiscal Spending Authority Article IX shall serve as the working policy in regards to outlining the necessary procedures required for the organization to expend funds in excess of an established threshold. The fiscal threshold is the amount of proposed spending that is greater than the determined amount.  The determined fiscal threshold shall be two parts to include both a set dollar amount and also a percentage of the total assets of the corporation. Whichever is the lower amount shall serve as the fiscal amount for this proposed expanded fiscal spending policy.  When a fiscal request greater than $50,000 has been proposed to the Board of Directors it shall be subject to the confines of the proposed Article IX voting procedures.   The limit of spending shall not exceed 25 percent of the combined funds of the corporation’s fiscal assets on any single proposed budget line item.  Voting for any item that is Article IX criteria shall be done in accordance with Article X of the by-laws in order to attain passage. If the Board of Directors has made the determination that a vote is required for a spending item greater than $50,000 the following shall ensue. A full page notice of the proposed spending agenda item with a full explanation of all costs and fees shall be placed in Straight Streams and posted to the B&W internet site one month prior to the next scheduled board meeting. A notice shall be sent to all Board of Directors that an agenda item has been proposed that exceeds the fiscal threshold. Prior to voting there shall be a period of Public Comment open to all members of the B&W association, and noted in the minutes of the meeting. There shall be an increase in the quorum of the Board of Directors to (2/3) when voting A vote of (2/3) of the quorum is required to pass a fiscal threshold item. A roll call vote shall be conducted of the Board of Directors and shall be listed in the minutes of the following months Straight Streams magazine, including those members that were not in attendance for the vote.  The Board of Directors may not pass more than one item per fiscal year that exceeds the fiscal threshold.  However, if a determination has been made by the Board of Directors that there is a need to exceed the amount of times the fiscal threshold can be breached the following shall take effect: A full page notice of the proposed spending agenda item with a full explanation of all costs and fees shall be placed in Straight Streams and posted to the B&W internet site two months prior to the next scheduled vote. A notice shall be sent to all Board of Directors and B&W members that an agenda item has been proposed that exceeds the fiscal threshold. Prior to voting there shall be a period of Public Comment open to all members of the B&W association, and noted in the minutes of the meeting. Every member of the Board of Directors shall hold an open meeting within their respected battalion/group for discussion on the proposed spending item. There shall be an increase in the quorum of the Board of Directors to full attendance when voting A vote of (2/3) of the quorum is required to pass a second fiscal threshold item.


Article X : Expanded Voting Policies and Procedures Article X shall serve as the working policy and procedures for the Officers and the Board of Directors when a vote is subject to Article X.  The implementation of the Article X is mandatory for the passage of any agenda item that meets criteria of the Article IX by-laws.   The President reserves the right to make any agenda item subject to Article X for the practice of conducting votes.   The Secretary is responsible for conducting and reporting the results of any vote which is subject to Article X of the by-laws  When it has been determined that a vote of the Officers and the Board of Directors is required which meets the criteria of  Article X the following shall ensue: The Secretary shall conduct a roll call vote of the Board of Directors including the Officers minus any Alternates in attendance at the meeting in which the initial vote takes place. If not enough votes have been cast to determine a result of the agenda item the Secretary shall advise the Board of Directors that the voting item in question is held in continuance pending the vote of the absent Director/s. The next business day following the initial vote the Secretary shall attempt to make contact with both the Director and their Alternate either in person or by other appropriate means to attain their vote. The primary vote is that of the Director first, then their listed Alternate for each Battalion and groups/persons that have at-large voting privileges.  If by 17:00 on the fourth business day following the initial vote, no vote has been received by the Officer, Director, their listed Alternate may cast a vote for the item in question. At 17:00 on the fifth business day following the initial vote, the Secretary shall cease recording the votes of the absent Officer/s, Director/s and Alternate/s. By 17:00 on the seventh business day the Secretary shall present to the President a report detailing the result of the vote. The report shall include the date, time and manner in which every vote was received.  Once the President has received the voting report from the Secretary, the results of the vote shall be made available to both the Directors and the general membership.  The President retains the right to extend the period in which absent votes can be received if only extenuating circumstances exist.  If an Officer, Director and/or Alternate choose not to cast a vote, they shall be subject to review for removal from the organization on grounds of failure to perform their duty and obligation.  If a Director and/or Alternate choose not to cast a vote, the required quorum shall be lowered to reflect the required amount to pass the agenda item.  The President shall only record a vote in order to break an even voting result.  The voting report is to include the names and manner in which all votes were received and shall be presented to the Board of Directors at the next regularly scheduled meeting.  After the passage of the minutes which include the voting report, the voting report shall be included in the next available Straight Streams and also placed on the B&W internet site.