ARTICLE I
NAME

The name of the Corporation shall be SIERRA MADRE VOLUNTEER FIREFIGHTERS' ASSOCIATION, INC.

ARTICLE II
OFFICES

Section 1. Principal Executive Office

The corporation's principal executive office shall be fixed and located at such place as the Board of Directors (herein called the board) shall determine. The Board is granted full power and authority to change said principal executive office from one location to another.

ARTICLE III
OBJECT AND PURPOSE

Section 1. The objectives and purposes of this corporation shall be:

A. To promote, protect, and preserve the image and the welfare of the Fire Service: through communication, fellowship, charitable donations, public education, and relief from pain and suffering from the tragedy of fire, through sponsorship and support of education programs for the public and children's programs in the community, through donations to other charitable groups, to provide any beneficial program for the welfare and safety of Fire Service personnel and the general public.

B. To receive, hold and disperse gifts, bequests, devises, and other funds for these purposes.

C. To own and maintain or to lease suitable real estate, buildings, and any personal property which is deemed necessary for its purpose. To enter into, make and perform, and carry out contracts of every kind for any lawful purpose, without limit to amount.

D. To engage in any lawful act or activity for which a public benefit corporation may be organized under law.

ARTICLE IV
MEMBERSHIP

Section 1. Class of members

A. Active Members - Active members of Sierra Madre Volunteer Fire Department and pay the required dues.

B. Social Members - Successfully passed probationary period service with the Sierra Madre Volunteer Fire Department and pay the required dues.

a. May attend meetings and social functions.
b. Assigned jobs by the president

C. Retired Members - retired members of the Sierra Madre Volunteer Fire Department.

a. 65 years of age with at least 10 years active service with the Sierra Madre Volunteer Fire Department.
b. 15 years of active service with the Sierra Madre Fire Department when retiring.
c. May attend meetings and social functions.
d. Assigned jobs by the president
e. Honored at retirement dinner.
f. Presented set of retired badges.
g. CSFA membership paid by Association - Life membership if available.

D. Life Members - Retiring members of the Sierra Madre Volunteer Fire Department.

a. Retiring members with 3/5 majority of votes at a regular meeting.

Section 2. Fees, Dues and Assessments

A. Each active member shall pay dues in the amount of $36.00 per year.

B. Each social member shall pay dues in the amount of $36.00 per year.

C. Each retired member shall pay dues in the amount of $24.00 per year.

D. Each life member shall not be required to pay dues.

E. Special assessments shall be levied when deemed necessary by a 3/5 majority vote of the members present.

Section 3. Termination of membership

The membership of any member shall automatically terminate upon occurrence of any of the following events:

A. The resignation of the member.
B. The failure of a member to pay annual dues within the times set forth by the Board.
C. Expulsion.
The membership of any member shall terminate upon a determination by the Board or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing membership. Following any such determination that a member should be expelled under this paragraph, the following procedure shall be implemented:

a. A notice shall be sent by prepaid registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least 30 (thirty) days before the proposed effective date of the expulsion.
b. The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed expulsion. The hearing will be held by a special member expulsion committee composed of not fewer that three (3) directors appointed by the president. The notice to the member of this proposed expulsion shall state the date, time, and place of the hearing on the proposed expulsion.
c. Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the committee shall be final.
d. Any person expelled from the corporation shall receive a refund of dues or assessments already paid for the current period of the dues payment; however, such refund shall be prorated to return only the unaccrued balance remaining for the current period of the dues payment.

Section 4. Transfer of membership.

A. No member may transfer a membership or any right arising from it. All rights of membership shall cease on the member's death.

ARTICLE V
MEETINGS

Section 1. Regular Meetings.

A. The regular meetings shall be held each calendar month.

B. Change in meeting will be posted and each member notified.

Section 2. Board Meetings.

A. Board meetings shall be held at least quarterly.

Section 3. Special Meetings.

A. President requests special meeting.

B. Five voting members may request a special meeting in writing.

C. The only business transacted shall be the business called for by the special meeting request.

Section 4. Annual Members Meeting.

A. An annual members meeting shall be held each October in which regular business may be conducted and the following:

a. Election of the Board of Directors.

b. Report by the Treasurer of the last fiscal year.

c. Notice shall be given to every member of the time and location of the annual members meeting at least thirty (30) days prior to the annual members meeting.

B. Commencing in 1994, the annual meeting for the election of officers and directors will be held in October. The Directors elected at this meeting will take office on January 1, 1995 and serve until December 31, 1995. All subsequent elections will follow this same pattern with elections being held in October and officers serving for the next calendar year.

Section 5. Quorum.

A. For the Regular Meetings and the Annual Members Meeting, a quorum will exist when 50% of the active members are present.

B. A quorum for Board Meetings shall exist when 3/5 of The Board are present.

ARTICLE VI
DIRECTORS

Section 1. Powers.

A. General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these By-laws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

B. Special powers. Without prejudice to those general powers, and subject to the same limitations, the directors shall have the power to:

a. Select and remove all officers, agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these by-laws, and fix their compensation.

b. Change the principle executive office of the principal business office in the State of California from one location to another, cause the corporation to be qualified to do business in any other state, territory, dependence, or country; and conduct business within or outside the State of California for the holding of any members; meeting or meetings, including annual meetings.

c. Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.

d. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgaged, pledges, hypothecation, and other evidence of debt and securities.

e. Determine all matters concerning compensation of officers, employees, directors and other persons performing services for or on behalf of the corporation.

f. To conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefore not inconsistent with law, the Articles of these by-laws, as they may deem best.

g. To carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage.

Section 2. Number and Qualification of Directors

The authorized number of directors shall be five (5) who must be residents of the State of California and members of the Corporation.

Section 3. Election and Term of Office of Directors

Directors shall be elected at each annual meeting of the members to hold office until the next annual meeting; however, if any annual meeting is not held or the directors are not elected at any annual meeting, they may be elected at any special members meeting, held for that purpose. Each director, including director elected to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. Vacancies.

A. A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of any of the following:

a. The death, resignation, or removal of any director;
b. The declaration by resolution of the Board of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Section 5230 and following the California Nonprofit Corporation Law;
c. The vote of the members to remove a director;
d. The increase of the authorized number of directors; or
e. The failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.

B. Vacancies filled by the Board.
The board of directors may elect a successor to take office when the resignation becomes effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs.

C. Vacancies filled by the members.
The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, by any such election by written consent shall require the consent of a majority of the voting power.

ARTICLE VII
ELECTIONS AND APPOINTMENTS

Section 1. Election of the Board of Directors.

A. The Board of Directors shall be elected each year at the annual members meeting. The five members of The Board shall have the titles of President, Secretary, Treasurer, First Vice President and a Second Vice President.

B. A candidate shall be elected to each position by a 3/5 majority vote of the members present. If after the first ballot no one candidate receives a 3/5 majority of the votes cast, the two candidates receiving the largest number of votes shall be in a "Runoff" election. If after the second ballot a decision is still not reached, the outgoing Board of Directors shall determine a winner.

C. No two elected offices may be filled by one member at the same time.

Section 2. Appointment of Committees.

A. All committee chair persons shall be appointed by the president no later than the Regular Meeting after the election.

B. All committees shall be filled no later than the second Regular Meeting following the election and a list sent to all members.

Section 3. Nominations.

A. Nominations for Board of Directors may be made at the Regular Meeting preceding the Annual Members Meeting and the Annual Members Meeting.

Section 4. Bonds.

A. The Corporation shall secure a bond for each director of not less than twenty-five thousand dollars ($25,000) each.

ARTICLE VIII
COMMITTEES

Section 1. Committee chairpersons shall be appointed by the President. Each committee chairperson shall be responsible to keep records of past events and as required by a vote of the membership or directed by the President.

Section 2. Committees

A. Auditing

a. The Auditing Committee shall audit the financial records of the Corporation annually and/or as required by a vote of the membership and present their findings to the membership.

b. The Committee shall consist of three members. A Director may not be a member of the auditing committee.

c. The term of office shall be three (3) years with one member being appointed each year.

B. By-laws

a. The by-laws committee shall interpret the intent of the by-laws and to incorporate amendments.

b. The committee shall consist of three (3) members.

c. The term of office shall be three (3) years with one member being appointed each year.

C. Health and Welfare

a. The Health and Welfare committee shall purchase remembrances and assist members in time of need.

D. Budget

a. The Budget Committee shall submit a proposed budget to The Board of Directors each October for the following year.

b. The Board of Directors shall adopt a budget for the following year prior to December 31st of the current year.

E. Parties

a. The Party Committee shall coordinate parties and social functions as voted by the membership.

F. Easter Activities

a. The Easter Committee shall purchase material and hold an Easter Egg Hunt the Saturday before Easter for the children of Sierra Madre.

G. Picnic

a. The Picnic Committee shall secure a location and organize a picnic to be held in conjunction with the "4th of July" holiday each year.

H. Christmas Activities.

a. The Christmas Activities Committee shall coordinate the efforts to hold a Christmas Dance and a Christmas Eve Party for the children of Sierra Madre.

Subcommittees may be formed as needed to:

1. Sell dance tickets
2. Set up and clean up after the dance
3. Arrange for purchasing and delivery of Christmas gifts for needy children of Sierra Madre.
4. Other Christmas activities as directed by the President or the membership.

I. Muster

a. The Muster Committee shall coordinate participation in parades and musters.

J. Other Committees

a. Other committees as determined by the Board.

ARTICLE IX
FUNDS

Section 1. Fund Basis Accounting

The Corporation shall maintain a General Fund and other funds as needed to conduct its business using Fund Basis Accounting.

Section 2. Disbursement of Funds.

Disbursement of funds by check shall require two (2) signatures from the Board of Directors, one of which must be the President or Secretary.

ARTICLE X
BY-LAWS AMENDMENTS

Amendments to these by-laws may be made only when proposed in writing and signed by five voting members. Any proposed amendment shall be read at two (2) consecutive Regular or Special Meetings. A favorable three-fourths (3/4) vote by secret ballot of the voting members present will be necessary for adoption.

ARTICLE XI
DISSOLUTION

1. In the event of dissolution of this corporation, voluntary or involuntary or otherwise, then all of the property and assets of this corporation shall go to one (1) or more nonprofit corporations whose purposes are similar to that of this corporation. The assets and property so transferred shall be used solely and exclusively to further the purposes herein above set forth.

2. In the event of dissolution, no portion of the assets or property or funds of this corporation shall ever be distributed to any of the members, officers, or members or the Board.

CERTIFICATE OF ADOPTION

It is hereby certified that the foregoing by-laws were adopted by the Sierra Madre Volunteer Firefighters' Association in a regular meeting assembled this tenth day of August, nineteen hundred and ninety.

Subscribed by the active, social, retired and life members present: