Wakota CAER Constitution and Bylaws

Community Awareness and Emergency Response

9/11/98

Revised December 14, 2010

Article I: Name and Territorial Limits

Section 1. This organization shall be known as Wakota CAER.

Section 2. Territorial limits of this organization shall be Washington and Dakota counties of

Minnesota.

Section 3. Areas other than Washington and Dakota counties may be considered for

approval by a majority vote of eligible voting members of this organization.

Article II: NotforProfit

Declaration

Section 1. The organization is organized exclusively for charitable, educational, and

scientific purposes, including, for such purposes, the making of distributions to

organizations that qualify as exempt organizations under section 501(c)(3) of the

Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2. 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 of 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 sections of any future tax code, or (b) by an organization,

contributions to which are deductible under section 170(c) (2) of the Internal

Revenue Code, or corresponding section of any future federal tax code.

Section 3. Upon the dissolution of the organization, assets shall be distributed for one or

more exempt purposes within the meaning of section 501(c)(3) of the Internal

Revenue Code, or corresponding 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. Any such assets not disposed of shall be disposed of by the Court

of Common Pleas of the county in which the principle office of the organization is

then located, exclusively for such purposes or to such organization or

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organizations, as said Court shall determine, which are organized and operated

exclusively for such purposes.

Article III: Purpose and Objectives

Section 1. To ensure that plans for dealing with emergencies are coordinated between the

public and private sectors and various government jurisdictions.

Section 2. To develop community awareness and response programs for hazardous materials

safety, natural disasters, and terrorist events.

Section 3. To encourage interagency coordination/cooperation in response and planning.

Section 4. To develop, conduct, evaluate and document emergency exercises.

Section 5. To serve as a clearinghouse for ideas, efforts, suggestions or programs that may

mutually benefit those responsible in emergency response and in the

communities.

Section 6. To promote improvements of emergency equipment, training facilities and

programs.

Section 7. To provide for exchange of technical information, expertise and development.

Section 8. To promote improvement of essential standards, codes, and regulations necessary

to protect lives and property.

Section 9. To support, coordinate and cooperate with other organizations with similar

objectives.

Article IV: Membership and Fees

Section 1. Membership Structure. Wakota CAER shall have two categories of membership:

a) Voting and b) NonVoting.

a. Voting membership shall include four classifications: a) Sustaining Member,

b) Supporting Member, c) Individual Member and d) Life Member.

Sustaining Member. Identified in all official publications of Wakota CAER;

receives official recognition (press release) and certificate of appreciation

from Wakota CAER in recognition of support. Key officials of sustaining

members are invited as honored guests to the annual Wakota CAER banquet

and all Wakota CAER exercises. In addition, sustaining members receive all

the privileges of supporting members.

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Supporting Member. Identified in Wakota CAER annual report and receives

copies of all official Wakota CAER publications, meeting schedules and

reports. In addition, with the following limits and exceptions, each supporting

member receives all the privileges of an individual member:

·

 

Each supporting membership entitles one person, as an official

representative, to participate in the capacity of an individual voting

member.

·

 

For general membership purposes, the organization sponsoring the

membership is free to periodically change individual representatives,

provided only a single individual may exercise the privileges of the

membership at any given meeting or function.

·

 

Wakota CAER officers and board members who are the representatives of

supporting members hold their office as individuals and may not be

replaced by their organization while in office.

Individual Member. Has voting privileges and an active voice in the business

of Wakota CAER; including membership on the Board of Directors, in other

offices and on the standing committees.

Life Member. Life membership may be awarded to active members at such

time as they retire from active employment or to selected other members. Life

membership is awarded at the discretion of the Board of Directors. Life

members have all the privileges and duties of an individual member.

b. Wakota CAER shall have three types of nonvoting

membership: a)

Organization NonVoting

Member, b) General Nonvoting

member and c)

Honorary Member as

explained below:

Organization NonVoting

Member. Identified in the Wakota CAER annual

report and receives copies of all official reports and publications. In addition,

has the privileges of a general nonvoting

member.

General NonVoting

Member. May attend Wakota CAER meetings and

official functions. Has speaking privileges at general meetings of Wakota

CAER, but does not have a vote in the affairs of Wakota CAER and cannot

hold elected office in the organization.

Honorary Membership. Nominated by the general membership and approved

by the Board of Directors of Wakota CAER. Receives an appropriate

certificate of membership and may attend Wakota CAER meetings and

functions, but does not have voting privileges. As specified by the Board of

Directors, honorary membership may be set for an indefinite period. The

Board of Directors may authorize additional privileges in individual cases.

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Section 2. Membership Fees. The Wakota CAER membership fees for the two classes of

membership, voting and nonvoting

members, shall be reviewed on an annual

basis by the Board of Directors and approved by the general membership

a. Collection of Fees and Documentation of Membership.

The Secretary of Wakota CAER or their designee shall assess and collect all

annual membership fees; the Treasurer shall deposit them in an appropriate

Wakota CAER account in a financial institution designed by Wakota CAER

Board of Directors.

Appropriate certificates of membership shall be prepared and issued at the

direction of the Wakota CAER Executive Committee to each member upon

payment of their annual membership fee.

Article V: Officers, Elections and Terms

Section 1. The officers of Wakota CAER shall be as follows: a Chair, two Vice Chairs, a

Secretary, a Treasurer and a Board of Directors consisting of the Past Chair and

five members. Six members of the Board of Directors will constitute a quorum for

the purpose of conducting business for Wakota CAER.

Section 2. The Chair, two ViceChairs,

Secretary and Treasurer shall constitute the

Executive Committee. Three (3) members of the Executive Committee will

constitute a quorum for the purpose of conducting business for Wakota CAER.

Section 3. Annually, onehalf

of the officers will be elected by a majority vote of eligible

voting members and shall serve a term of two years.

Section 4. Unexpired terms of office shall be filled by appointments made by the Executive

Committee. Such appointment shall be in effect until the next annual election.

Section 5. The employees and representatives of a single organization shall not comprise a

majority of officers.

Section 6. Nominations and Elections

a. The Chair shall appoint a Nominating Committee, consisting of at least 3

people who are active members, on or before the September meeting each

year. The Chair will select one member of the committee to chair the

committee.

b. The Nominating Committee will select at least one nominee (prefer at least 2)

for each open office and will obtain acceptance from each nominee. The

committee will report its progress each month to the Board of Directors. A

final list of nominees will be presented to the general membership at the

November meeting.

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c. The Secretary or their designee will send out ballots to all voting members

shortly after the November meeting.

d. Completed ballots must be returned no later than the December meeting at

which time they will be counted and the winning candidates named.

e. Elected members will take their office at the beginning of the January

meeting.

Article VI: Meetings

Section 1. Regular or special meetings, if any, shall be held on the day or date and the time

and place fixed by the Chair of the Board.

Section 2. Written notice of all general meetings of the membership shall be distributed to

the membership by the Secretary.

Section 3. A majority vote of the eligible voting members present is required for the

transaction of business, when a duly called or held meeting is convened.

However, business items may be held over to the next scheduled meeting if

agreed to by the members present.

Article VII: Duties of Officers

Section 1. Chair: Shall preside at meetings of the members and perform generally all duties

usually performed by the Chair of like organizations, and such other and further

duties as shall be, from time to time, required of the Chair by the members.

Section 2. Vice Chair: Shall perform all duties of the Chair in case of the absence or

disability of the Chair. In the case that the Chair and both Vice Chairs are absent

or unable to perform their duties, the members shall select a Pro Tem Chair, after

call to order by the Secretary. The Vice Chairs shall also coordinate and arrange

for guest speakers and presentations at regular meetings.

Section 3. Secretary: or their designee a) notify all members of the date and place of all

meetings one calendar week prior to such meetings, b) keep a true and complete

record of the minutes of the organization, and c) assess and collect all member

annual membership fees, d) send out election ballots to all voting members

shortly after the November meeting, and e) track attendance.

Section 4. Treasurer: Shall a) be custodian of all the money, certificates of deposits, bank

books, bands, notes, securities and other obligations held and owned by the

organization, and deliver same and all other properties of the organization to the

treasurer's successor in office or to any person or committee as directed by the

organization at any time, b) collect dues of members, c) deposit all funds in a

bank in the name of the organization, keep a true and correct account of all

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receipts, disbursements, and other transactions of the organization, and a record of

all moneys, certificates of deposit, bonds, notes, securities, properties and

obligations owned by the organization, and d) submit a report annually or as

requested by the chair of all financial transactions and affairs for the past year,

together with a list of organizational moneys, securities, deposits, properties, etc.

Section 5. The Board of Directors: Shall uphold the constitution and bylaws of Wakota

CAER and execute the routine business of the organization subject to the approval

of the general membership.

Article VIII: Committees

Section 1. The Chair shall have the power to appoint such special committees as will serve

the interests of Wakota CAER.

Section 2. Wakota CAER has established the following standing committees:

a. Training, Exercise and Response Planning:

·

 

To provide for maintenance, development and growth of Cooperative

Response Efforts among member organizations through response planning

and exercises.

·

 

To provide training in the use of specialty spill response equipment

·

 

To provide analysis and critique of emergency exercises/drills done by

companies and organizations in our area as needed.

b. Community Awareness and Communication:

·

 

To develop community awareness and response programs for hazardous

materials and natural disasters.

·

 

To serve as a clearing house for ideas, efforts, suggestions, or programs

that mutually benefit those responsible in emergency response in the

communities.

·

 

To establish relationships with community organizations to communicate

information about dealing with hazards. To provide public relations

support for the organization, which includes maintaining the Wakota

CAER website to ensure information about the organization is

communicated to its members and other organizations involved in

planning and response.

c. River Spill Response Cooperative

·

 

To provide for the development, maintenance, and growth of the

Cooperative among member organizations through response planning,

training, and exercises.

·

 

The River Spill Response Cooperative will operate in accordance with its

existing Agreement between the members.

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·

 

Members of the Cooperative shall recommend a chair from amongst the

membership, who shall then be appointed by the Chair of the Board.

·

 

Members shall make allocations regarding the use of the Wakota CAER

Boom Fund as necessary, with Board of Directors review.

Section 3. The duties of the standing and special committees shall be established by the chair

with the approval of the board. Committees shall furnish reports as required by

the Chair.

Section 4. All Committee Chairs shall be exofficio

members of the Board of Directors.

Article IX: Disbursement of Funds

Section 1. Wakota CAER shall develop an annual operating budget. The budget will be

developed by the Treasurer and submitted to the Board of Directors for approval

by November of each year. The Board shall approve the annual operating budget

by December 31 of each year.

Section 2. There shall be two fund accounts managed by Wakota CAER:

a) General Fund: This shall consist of funds raised through membership dues and

other sources that from time to time may be available, and shall be used for

the general purposes of conducting Wakota CAER business.

b) Boom Fund: This shall consist of funds raised through the membership and

actions of the River Spill Response Cooperative, and shall be used for the

general purposes of conducting River Spill Response Cooperative business.

Section 3. General Fund and Boom Fund funds may be utilized from time to time to support

member and partner efforts consistent with Article III. The Board of Directors

shall review all requests for funds and provide a recommendation to the

membership for approval.

Section 4. All General Fund expenditures in excess of $ 500 shall be voted on and approved

by a majority vote of members present at a general or special meeting. If exigent

circumstances exist, three (3) Executive Committee members may approve

expenditures in excess of $ 500. Any two (2) Executive Committee members can

authorize expenditures of $ 500.

Article X Corporate Seal

Section 1. If so directed by the board, the corporation may use a corporate seal. The use or

nonuse of a corporate seal does not affect the validity, record ability or

enforceability of a document or act. The seal may consist of a mechanical

imprinting device or a rubber stamp with a facsimile of the seal affixed thereon or

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a facsimile or a reproduction of either. The seal need include only the word "seal,"

but may also include a part or all of the name of the corporation and a

combination or abbreviation of either both of the phrases "A Minnesota

Corporation" and "Corporate Seal." If a corporate seal is used, it or a facsimile of

it may be affixed, engraved, printed, placed, stamped with indelible ink or in any

other manner reproduced on any document.

Article XI: Fiscal Year

Section 1. The fiscal year of the organization shall January 1 through December 31 of each

calendar year.

Article XII: Liability

Section 1. The members of Wakota CAER shall have no personal liability for the obligations

of Wakota CAER.

Section 2. Officers of Wakota CAER shall be covered by the organization for the purposes

of conducting Wakota CAER business.

Article XIII: Dissolution

Section 1. The dissolution of the organization shall be initiated by a majority vote of eligible

members present at a regular or special meeting. A sixty (60) day written notice

of intent to disband shall be mailed to all eligible voting members. After proper

written notice, the organization shall disband if approved by a twothirds

(2/3)

vote of the eligible voting members present at a regular or special meeting.

Section 2. Upon dissolution of the organization, all assets, after payment of expenses, shall

be dispensed in accordance with Article II, Section 3 of these bylaws.

Article XIV: Amendments

Section 1. This constitution and bylaws may be amended at any regular or special meeting of

the membership, sixty (60) days following written notice of intent to amend, by a

vote of twothirds

(2/3) of the eligible voting members present. The constitution

and bylaws shall be reviewed and updated if necessary upon election of the Chair.

Article XV: Duration

Section 1. The duration of this organization shall be perpetual.

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