By-Laws

BY-LAWS OF THE FOOTHILLS PRESCRIBED BURN ASSOCIATION

ARTICLE I- NAME

Section 1.  The name of this Organization shall be the FOOTHILLS PRESCRIBED BURN ASSOCIATION (FPBA).

ARTICLE II - MISSION STATEMENT

Section 1. The mission of the Foothills Prescribed Burn Association is to share knowledge and resources to promote the responsible use of prescribed fire, assist with prescribed burns, and promote safe management practices of prescribed fire on private lands within portions of Bollinger, Perry, and adjacent counties of Missouri. We will provide training for our membership on the use and methods of prescribed fire. We will seek opportunities to educate the general public regarding the benefits of fire on the landscape.

ARTICLE III- MEMBERSHIP AND DUES

Section 1. Membership in this organization shall be open to any landowner with potential to use prescribed burning as a management tool and to individuals interested in furthering the mission of the Association. Voting rights in the Association will be limited to members that are landowners with the potential to use prescribed burning as a management tool on their land. Members must be willing to subscribe to the By-laws of the Association and the rules and regulations adopted by the Board of Directors.

Section 2. Each voting member shall have one vote at meetings of the Association or by mail, electronic or otherwise, if so provided by the Board of Directors. ·

Section 3. The annual dues of the Association shall be set by the Board of Directors.

Membership in the Association shall commence on the date of receipt of membership application and annual dues. Membership time period for new members will be the remainder of the current calendar year. Thereafter membership will be for 12 months, January through December, to coincide with the Association's fiscal year.

1. Members must meet the following membership requirements before an Association burn can be conducted on their property:

   1. Paying Annual Membership dues (currently set by the Board as $25 per year); and

   2. Having once completed the MDC Landowner Burn Workshop or equivalent; and

   3. Attending 

New Members and/or Members Who Have Not Participated in a FPBA Burn

1. 1. 1. one (1) burn training per year endorsed by the Board of Directors and participating in one (1) FPBA burn of another member, or 

      2. participating in two (2) FPBA burns of other members.

Other Members

1. 1. 1. one (1) burn training per year endorsed by the Board of Directors within the year, or 

      2. one (1) FPBA burn of another member within the year

      3. Other Members not meeting this attendance requirement may defer their obligation to the following calendar year but may not conduct further FPBA burns until meeting their obligation

1. Administrative service to the FPBA (Board of Directors, committee volunteer, etc.) may be given credit in lieu of one burn participation.

1. The FPBA Board of Directors, by simple majority, may waive the participation requirement in extra-ordinary circumstances (e.g., during Association establishment, member disability).
   
   

2. Records of FPBA endorsed prescribed burns, Members present at the burns, and trainings attended will be maintained by the FPBA. All records shall be made available to any member upon request.

Section 4.  No dues or fees shall be refunded upon severance of membership from the Association. ·

Section 5. Each member shall receive evidence of membership in the Association. Any membership may be cancelled for failure to pay dues or for good and sufficient cause shown, by vote of the majority of the Board of Directors present at any meeting of the Board, provided said member was given written notice of said meeting.

Section 6.  Honorary membership may be given to special persons by vote of the Board of Directors. This membership does not carry voting rights and honorary membership dues will be 40% of the FPBA General Membership dues

ARTICLE IV- OFFICERS OF THE ASSOCIATION, BOARD OF DIRECTORS AND STANDING COMMITTEES

Section 1. The officers of the Association shall be the President, Vice President, and Secretary/Treasurer. All officers shall be elected from the voting membership for a two (2) year term, and may be eligible for re-election to multiple terms. The terms of the officers may vary to provide for continuity on the Board of Directors at election time. .

1. The duties of the President shall be to preside at all meetings of the Association and the Board of Directors. The President shall appoint committees, call meetings, and furnish guidance to the other officers of the Association.

1. The duties of the Vice-President shall be to preside at all meetings of the Association and/or the Board of Directors in the absence of the President, plus such other duties as directed by the President. Shall manage all committees.

1. The duties of the Secretary/Treasurer (here after referred to as Secretary) shall be keeping the records of the_ Association and the Board of Directors, recording minutes of all meetings of the Association and Board of Directors, and performing- such correspondence and duties as may be prescribed by the Association and the Board of Directors. The Secretary shall act as custodian of the funds of the Association. He/She will provide for financial audits and reports to the Association at the annual meetings and at any time at the request of the Board of Directors.

Section 2. The Board of Directors (hereafter referred to as the Board) shall be composed of the Officers of the Association and two Directors-At-Large elected by the voting membership of the Association, all of whom shall be voting members of the Association. Ex officio members – may be appointed by the Board to serve in a non-voting status. ·

Section 3. The term of office for Directors-At-Large shall be a two (2) year term, and may be eligible for re-election to multiple terms. The terms of Directors-At-Large may be varied to provide for continuity at election time.

Section 4. Voting for Officers and Directors-At-Large of the Association shall be by vote at the annual meeting. The President shall appoint a nominating committee to see that one or more candidates for each vacancy are nominated and that such nominees accept the responsibility to serve if elected. ·

Section 5. Vacancies of Officers and Directors-At-Large shall be appointed by the Board until the next annual meeting.

Section 6. The Board shall have supervision, control, and direction of the affairs of the Association. The Board may adopt rules and regulations for the conduct of business as shall be deemed advisable and may, in the execution of the powers granted, delegate certain of its authority and responsibility, as it deems appropriate.

Section 7. The Board shall meet at least twice annually at locations chosen by the Board. Special meetings of the Board shall be called by the President or Secretary when notice shall be given. At any meeting of the Board, three (3) Board members shall constitute a quorum for the transaction –of business.

Section 8. The Officers of the Association shall constitute the Executive Committee, which shall be empowered to take actions during the interim between board meetings. ·· · ·

 Section 9. All Officers and members of the Board shall serve without compensation.

Section10. A member of the Board may be removed from their position by a majority vote of the Association Board for actions not in the best interest of the Association, for neglecting duties of the office, malfeasance, or for inability to perform duties of the office due to illness or injury.

Section11. The Association shall have the following standing committees: Social Committee made up of volunteers from its membership, Nomination Committee appointed by the President from its membership, Order of Work Committee appointed by the Board from its membership. The Board may form additional committees as needed to conduct the work of the Association.  The Nomination and Order of Work Committee shall have at least three members each.  A member shall be allowed to serve on multiple committees at any time.  

· · ·

ARTICLE V -MEETINGS

Section 1. The Association shall meet annually at a time and place as designated by the Board. .  Notice of said meeting shall be given to the membership at least thirty (30) days prior to said meeting.

Section 2. Special meetings of the membership may be called by action of the Board provided the membership is given thirty (30) days’ notice. A special meeting may also be called by twenty (20) percent of the voting members by a notice signed, dated and delivered to the President or Secretary describing the purpose for which it is to be held. Notice of such meeting shall be given to the membership at least ten (10) days before such meeting.

Section 3. At the annual meeting or any special meeting, 30% of the voting membership shall constitute a quorum for  the transaction of business.

Section 4. Meetings of the Association, Board of Directors, Executive Committee, and any committee of the Association may be held in person or by electronic means, such as but not limited to teleconference, computer net meetings, or video conference. A written proxy is considered a legitimate voting method in any meetings mentioned above.

ARTICLE VI- FISCAL YEAR

Section 1. The fiscal year for the Association shall begin January 1 and end. December 31. –

ARTICLE VII DISBURSEMENTS AND FUNDS

Section 1.  Disbursement of funds of the Association shall be by invoice generated by the Secretary/Treasurer or in his/her absence by the vice president and the check be signed by the president or in his/her absence a designated Director –At-Large.

Section 2. Operating funds of the Association shall be accounted for in the designed General Fund.

Section 3. - If the need should arise, there shall be kept separately from the General Fund of the Association an Endowment Fund. Honorary membership dues and other income designated by the Board shall be deposited into this fund. This shall be invested under the direction of the Board and only interest earned may be used for current operating expenses of the fund.

Section 4. Any funds received or accepted by the Association for special purposes shall be kept separate from the General Fund and the Endowment fund and accounted for separately.

ARTICLE VIII • OFFICIAL PROCEDURE

Section 1. Robert's Rules of order shall govern all parliamentary procedure including holding meetings and elections.

ARTICLE IX- AMENDMENTS

Section 1. Any article or section of the By-Laws of the Association may be amended, altered, or repealed at the annual meeting or special meeting of the Association provided that notice of such proposed amendment, alteration- or repeal shall be communicated to all members of the Association at least thirty (30) days prior to the date of such meeting. Adoption of the proposed amendments(s) shall require the favorable vote of two-thirds of the members present and voting, and all written and signed proxy mail or electronic mail votes from members.

ARTICLE X - FINANCIAL OVERSIGHT

Section 1. The Association shall use its funds only to accomplish objective and purposes specified in the mission statement.

ARTICLE XI- DISSOLUTION

 Section 1. On dissolution of this Association, any funds, equipment, and supplies remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations or agencies to be identified by the board.