Wakota CAER Constitution and Bylaws

Community Awareness and Emergency Response

9/11/98 With revisions made Nov, 2002 Revised November 8, 2005

  1. Article I

    Name and Territorial Limits

    1. This organization shall be known as Wakota CAER.
    2. Territorial limits of this organization shall be Washington and Dakota counties of Minnesota.
    3. Areas other than Washington and Dakota counties may be considered for approval by a majority vote of eligable voting members of this organization.

  2. Article II

    Not-for-Profit Declaration

    1. The organization is organized exclusively for charitable, religious, 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.
    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.
    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 organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

  3. Article III

    Purpose and Objectives

    1. To ensure that plans for dealing with emergencies are coordinated between the public and private sectors and various government jurisdictions.
    2. To develop community awareness and response programs for hazardous materials safety, and natural disasters and terrorist events.
    3. To develop a database of hazardous materials and natural disaster plans from all private and public sector organizations in Wakota CAER. (Note: This will result in renumbering these Article III sections.)
    4. To encourage interagency coordination/cooperation in response and planning.
    5. To develop, conduct, evaluate and document emergency exercises.
    6. To serve as a clearinghouse for ideas, efforts, suggestions or programs that may mutually benefit those responsible in emergency response and in the communities.
    7. To promote improvements of emergency equipment, training facilities and programs.
    8. To provide for exchange of technical information, expertise and development.
    9. To promote improvement of essential standards, codes, and regulations necessary to protect lives and property.
    10. To support, coordinate and cooperate with other organizations with similar objectives.

  4. Article IV

    Membership and Fees

    1. Membership Structure
      1. Wakota CAER shall have two categories of membership: a) voting and b) non-voting.
        1. Voting membership shall include three four classifications: a) sustaining member, b) supporting member, and c) individual member and d) life member.
          1. 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.
          2. 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.
          3. 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.
          4. 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.
        2. Wakota CAER shall have three types of non-voting membership: a) organization non-voting member, b) general non-voting member and c) honorary member - as explained below:
          1. Organization non-voting 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 non-voting member.
          2. General non-voting 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.
          3. 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.
    2. Membership Fees
      1. The Wakota CAER membership fees for the two classes of membership, voting and non-voting members, shall be as follows:
        1. Voting members
          1. Sustaining member: $1,000 per year
          2. Supporting member: $100 per year
          3. Individual member: $20 per year
          4. Life member: Gratis
        2. Non-voting members
          1. Organization non-voting member: $50 per year
          2. General non-voting member: $10 per year
          3. Honorary member: Gratis
      2. Collection of fees and documentation of membership
        1. The treasurer of Wakota CAER shall assess and collect all annual membership fees and deposit them in an appropriate Wakota CAER account in a financial institution designed by Wakota CAER Board of Directors.
        2. Appropriate certificates of membership shall be prepared and issued by at the direction of the Wakota CAER Executive Committee to each member upon payment of their annual membership fee.

  5. Article V

    Officers, Elections and Terms

    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.
    2. The chair, two vice-chairs, 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.
    3. Annually, one-half of the officers will be elected by a majority vote of eligible voting members and shall serve a term of two years.
    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.
    5. No more than one person, representing the same organization, shall be allowed to hold an elected office at any one time. (Note: This will result in renumbering these Article V sections.)
    6. The employees and representatives of a single organization shall not comprise a majority of officers.
    7. Nominations and Elections
      1. 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.
      2. 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. The committee must regard Article V Section (now 6, after amendment to delete, it will be 5) in selecting nominees.
      3. The executive secretary will send out ballots to all voting members shortly after the November meeting.
      4. Completed ballots must be returned no later than the December meeting at which time they will be counted and the winning candidates named.
      5. Elected members will take their office at the beginning of the January meeting.

  6. Article VI

    Meetings

    1. Regular or special meetings, if any, shall be held on the day or date and the time and place fixed by the chairman of the board.
    2. Written notice of all general meetings of the membership shall be distributed to the membership by the secretary.
    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.

  7. Article VII

    Duties of Officers

    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 by him by the members.
    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 coordinate and arrange for guest speakers and presentations at regular meetings.
    3. Secretary: Shall notify all members of the date and place of all meetings, one calendar week prior to such meetings. The secretary shall keep a true and complete record of the minutes of the organization.
    4. Treasurer: Shall 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. The treasurer shall collect dues of members. The treasurer shall deposit all funds in a bank in the name of the organization. The treasurer shall keep a true and correct account of all 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. The treasurer shall 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.
    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.

  8. Article VIII

    Disbursement of Funds

    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.
    2. All expenditures of funds in excess of $250 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 $250. Any two (2) Executive Committee members can authorize expenditures of $250.

  9. Article IX

    Corporate Seal

    1. Corporate Seal: 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 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.

  10. Article X

    Committees

    1. Committees: The Chair shall have the power to appoint such special committees as will serve the interests of Wakota CAER.
    2. Wakota CAER has established the following standing committes:

      Response Planning: To ensure that plans for dealing with emergencies are coordinated between the public and private sectors and with various government agencies.

      Training and Exercise: To promote improvements of emergency equipment, training, facilities and programs through the development, conducting, and evaluation of emergency exercises.

      Community Awareness: To develop community awareness and response programs for hazardous materials and natural disasters by serving as a clearing house for ideas, efforts, suggestions, or programs that mutually benefit those responsible in emergency response in the communities.

      Information Management: To develop a database of hazardous materials and natural disaster plans from all private and public organizations and to exchange technical information, and expertise of that database. Additionally, to promote the improvement of essential standards, codes, and regulations necessary to protect lives and property.

      1. Training, Exercise and Response Planning:
        1. To provide for maintenance, development and growth of Cooperative Response Efforts among member organizations through response planning and exercises.
        2. To provide training in the use of specialty spill response equipment
        3. To provide analysis and critique of emergency exercises/drills done by companies and organizations in our area as needed.
      2. Community Awareness and Communication>:
        1. To develop community awareness and response programs for hazardous materials and natural disasters.
        2. To serve as a clearing house for ideas, efforts, suggestions, or programs that mutually benefit those responsible in emergency response in teh communities.
        3. To establish relationships with community organizations to communicate information about dealing with hazards.
        4. 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.
    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.

  11. Article XI

    Fiscal Year

    1. Fiscal Year: The fiscal year of the organization shall begin on the first January of each year.

  12. Article XII

    Liability

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

  13. Article XIII

    Dissolution

    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 two-thirds (2/3) vote of the eligible voting members. present at a regular or special meeting.
    2. Upon dissolution of the organization, all assets, after payment of expenses, shall be distributed in accordance with Article II, Section 3 of these bylaws. dispensed equally between Wakota CAER public and nonprofit member organizations, unless by a vote of at least two-thirds (2/3) of eligible members, a decision to dispense of all remaining assets in another lawful manner.

  14. Article XIV

    Amendments

    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 two-thirds (2/3) of the eligible voting members present. The constitution and bylaws shall be reviewed and updated if necessary upon election of the chair.

  15. Article XV

    Duration

    1. The duration of this organization shall be perpetual.

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