In March, the IAFC’s Constitution, Bylaws & Resolutions (CBR) Committee considered the following formal amendments of the IAFC’s constitution and bylaws (CBL) for membership action. The IAFC board of directors reviewed and endorsed the amendments on May 5.
Because there was no 2011 mail ballot, the following amendments 1 through 6 will be presented at a business meeting at Fire-Rescue International on Wednesday, Aug. 24, 4:30–6 p.m. Voting on these amendments will take place at that meeting.
For adoption, all amendments must pass by a four-fifths majority vote of the members entitled to vote who are present and voting. These actions comply with Article VI. Section 2 (Conference Amendments) of the IAFC CBL.
In addition, a second business meeting will be called to order at each of the division luncheons on Thursday, Aug. 25 (11:30 a.m. – 1 p.m.). At that time, a representative of the IAFC Executive Committee and a representative of the CBR Committee will present a final item required that addresses our articles of incorporation for an IAFC vote. An explanation of this item can be found at the end of this document.
The current CBL as well as the CBL with proposed amendments (the strikethrough CBL) can be viewed from the IAFC's CBR webpage.
1. As noted in the minutes of its meeting, the CBL Committee discussed a conflict in the language of Article II, Section 3 (Sections) that provides membership-based criteria for formation of a section. Section 3 begins with the provision: "Subject to the approval of the IAFC Board of Directors...." The Committee believes this language was the basis for the creation of a section before the establishment of membership-based criteria.
As requested by the committee, the IAFC’s corporate counsel examined these provisions and noted that while there was no outright conflict, the board could expect a due-process complaint if a proposed section were to meet the current CBL membership criteria but nevertheless was denied section status by the board. In order to remove this risk, the committee requested and gained IAFC board of directors’ endorsement of the following amendment:
Article II, Section 3, first sentence (Sections)
Subject to the certification of membership by the IAFC Board of Directors, a group of members having specialized interests may, on attaining not less than one hundred fifty (150) regular and/or associate members, form a section of the Association as described in the policy manual.
2. The CBL Committee and the IAFC board of directors recommend amendment of Article II, Section 4A (Membership and Membership Privileges/Regular Members) to state more clearly that regular members who continue to pay their dues may retain their regular membership even though they might no longer be a chief officer and, thus, eligible for regular member status.
Article II, Section 4(A)(3) (Regular Members)
New wording: All regular members in retirement from a position described in subsection 1 or 2 above who have not been designated life members or those regular members who presently do not meet the eligibility requirements for regular membership but maintain current dues-paying status.
3. The CBL Committee and the IAFC board of directors recommend amendment of Article II, Section 4(A) (Membership and Membership Privileges/Regular Members) by changing the final paragraph to reorder the entitlements given to regular members and to change the wording from the general “unless otherwise prohibited herein” to the specific “subject to the provisions of Article III, Section 2 (Officer Eligibility).
Article II, Section 4(A), closing paragraph (Regular Members)
New wording: Regular members who maintain current dues-paying status shall be entitled to vote on all matters requiring a vote of the general membership and may hold elective office and serve on the Board of Directors, subject to the provisions of Article III, Section 2. New Regular members shall be entitled to voting privileges fifteen days after receipt of initial membership dues.
4. The CBL Committee and the IAFC board of directors recommend amendment of Article III, Section 3 (IAFC Board of Directors) in order to cap IAFC board membership at the current level of 18 members. The reason for the proposed amendment is concern on the part of a majority of the members of IAFC's board that, should it grow beyond the current 18 members, the board would be too large to effectively manage the IAFC on behalf of its members. The following changes (in red) are recommended:
Article III, Section 3 (IAFC Board of Directors)
There shall be a board of directors, which shall consist of the president, first vice president, second vice president, immediate past president, treasurer, one (1) director from each of the divisions, one (1) director selected by the Metro Chiefs Section and one (1) director selected by the Volunteer and Combination Officers Section. Up to three additional sections established pursuant to Article II, Section 3, which have and maintain a total of regular, associate, and/or departmental IAFC members equivalent to or greater than four percent (4%) of the total IAFC membership (as defined in Article II, Section 4) shall be entitled to one director selected by that section. If more than three additional sections meet those eligibility criteria, the three sections with the greatest number of qualifying members shall each be entitled to a director on the board.
5. The CBL Committee and the IAFC board of directors recommend changes to Article II, Section 4(B)(3)(a) (Life Members) regarding eligibility for life membership. The reason for the proposed amendment is that currently 15% of the IAFC’s members are life members and an additional 28% of current regular members are eligible for life membership upon their retirement. A high proportion of life members could diminish the perception of the IAFC as a vital association of active chiefs. Following are the proposed changes:
Article II, Section 4(B)(3)(a) (Life Members)
New wording:
- Current members who joined prior to August 28, 2003, (eight or more consecutive years as a Regular member) will be eligible for life membership when they have reached ten consecutive years as a Regular member and have fully retired from the fire service.
- Current members who joined between August 28, 2003 and August 28, 2011, (less than eight consecutive years as a Regular member) are eligible for life membership when they have reached fifteen consecutive years as a Regular member and have fully retired from the fire service.
- Members joining after August 28, 2011, are eligible for life membership after 20 consecutive years as a Regular member once they have fully retired from the fire service.
6. IAFC's corporate counsel advised the IAFC board of directors that the quorum of 53 members established in Article V, Section 1(C). (Annual Conference) does not meet State of New York standards for private nonprofit/charitable corporations chartered in New York (as the IAFC is) as New York's quorum requirement is 100. The CBR Committee and the IAFC board of directors recommend endorsement of the following amendment:
Article V Section 1(C) (Annual Conference)
The annual conference shall include a business meeting. The quorum for purposes of calling the business meeting to order shall be 100 members eligible to vote.
Technical Amendment
(Technical amendments do not require a vote by the membership, but are presented for member review before the annual meeting)
1. The final paragraph of Article II, Section 1 (Membership) states: “Individual members not included in any divisional associations enumerated in A-H, and Federal & Military Fire Services members, will be considered International members.”
Article II, Section 1 (Membership)
Technical Amendment: The phrase “Federal & Military Fire Services members” will be changed to lower case so that there is no confusion that this reference applies ONLY to members of the IAFC’s section by the same name. The intention of the paragraph is that any IAFC member who belongs to the federal or military fire service may be considered an International member for purposes of divisional affiliation.
For Review and Vote on Thursday, Aug. 25, Division Luncheons
IAFC’s Articles of Incorporation
It was brought to our attention recently that the IAFC must amend our certificate of incorporation (we are incorporated in the state of New York) to expressly permit ballot voting by members by adding the following provision:
Any action that is required to be taken or that may be taken at a meeting of the voting members of the Corporation may also be taken without a meeting if the action is approved by written ballot of the members, as follows. The members may approve a matter by written ballot upon the affirmative vote of at least a majority of the votes cast, provided that the total number of written ballots cast is equal to at least a quorum. Notwithstanding the foregoing, should the Not-For-Profit Corporation Law, or the document serving as the Corporation’s by-laws, specifically require approval by a higher proportion of members to take a particular action, then such higher proportion shall be required to take such action by written ballot.
Joelle Fishkin is the IAFC’s component relations manager.