TABLE OF CONTENTS

• Preface & Definitions………………………………………................ii
• Article I  Offices………………………………………………………....1
• Article II Purpose…………………………………………………….....1
• Article III  Officers/Directors……………………………………….…2-4
• Article IV Committees………………………………………………….4
• Article V  Finances……………………………………………………...5
• Article VI Records, Reports, and Seal……………………………….6
• Article VII  Fiscal Year………………………………………………….7
• Article VIII Amendments……………………………………………….7
• Article IX Prohibition Against Sharing………………………………...7
• Corporate Profits and Assets
• Article X  Members…………………………………………………….8-9
• Article XI Meetings…………………………………………………….10
• Article XII  Voting Rights and Procedures………………………..11-13
• Article XIII Trusts……………………………………………………….14
  
  

PREFACE

The Sacramento Metropolitan Firefighters Association (SMFA) has evolved from a variety of other Associations through the mergers of fire districts. The Articles of Incorporation dated November 26, 1955 by the North Highlands Firemen’s Association have remained as the original formative document for the organization. The SMFA is organized as a non-profit tax-exempt entity. Since 1955, the SMFA has operated as a California Public Benefit Corporation pursuant to the laws of California.  Even though we commonly refer to the organization as the “Association”, it is legally a corporation and will be referred to as such in this document.

DEFINITIONS

• Any reference to the “Corporation” shall mean the Sacramento Metropolitan Firefighters Association (SMFA).
  
  
• A corporation is run by its Board of Directors.  The elected officers of the SMFA are also allowed to serve as the Board of Directors as long as they serve without compensation. Therefore, any reference to “Officers” shall also mean Board of Directors.
  
  
• The executive committee shall consist of the elected officers plus the appointed communications manager.


• The “Chair” is the officer presiding over a meeting.
  
  
• 5. Any reference to sections of “California Nonprofit Public Benefit Corporation Law” can be
           
•   found on the California Secretary of State website at www.ss.ca.gov. Laws relating to
  
  
•   Nonprofit Public Benefit Corporations are found in Sections 5000-6910 of the code.      
  
  

BYLAWS OF THE
SACRAMENTO METROPOLITAN FIREFIGHTERS ASSOCIATI A CALIFORNIA PUBLIC BENEFIT CORPORATION

ARTICLE I OFFICES

SECTION 1. PRINCIPAL OFFICE
The principal office of the Corporation for the transaction of its business is located at 2101 Hurley Way in Sacramento County, California.

SECTION 2. CHANGE OF ADDRESS
The County of the Corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The officers may, however, change the principal office from one location to another within the named county as its business may require.

ARTICLE II PURPOSE

SECTION 1. OBJECTIVES AND PURPOSE
The primary objectives and purpose of this Corporation shall be:

ARTICLE III OFFICERS/DIRECTORS

SECTION 1. DESCRIPTION

A. This Corporation will be managed by four (4) elected officers:

     President, Vice President, Secretary, and Treasurer.

B. The four (4) elected Officers will also serve as the Board of Directors of the Corporation.

SECTION 2. TERM

A. Effective with the November 2006 election, the Officers shall serve a 2-year term       

     commencing on February 1st.                                                                        

B. The Officers shall be elected as described in Article XII.

SECTION 3. DUTIES

 A. Duties of the President

• 1. The President shall serve as the chief executive officer of the Corporation and shall supervise and control the affairs of the Corporation and the activities of the Officers.
• 2. He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Officers.
• 3. The President shall preside at all monthly membership meetings, except due to shift work or other unforeseen event, at which time he/she will notify the Vice President to preside at said membership meeting.
• 4. He/she shall appoint all committee chairpersons.
• 5. The President, during his/her term of office, may co-sign any checks that may be written to purchase materials or services needed by the Corporation.
• 6. As needed, the President may appoint an officer to serve on any committee
• 7. The President shall be responsible for the non-financial portion of the annual report.
• 8. He/she shall assist in preparing the President elect to perform the functions of the office in any way needed.

B. Duties of the Vice President

• 1. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
• 2. The Vice President may co-sign any checks that may be written to purchase materials or services needed by the Corporation.
• 3. The Vice President shall oversee all committees and see that the committees are functioning properly.
• 4. He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Officers.
• 5. He/she shall assist in preparing the Vice President elect to perform the functions of the office in any way needed.

C. Duties of the Secretary

• 1. The Secretary shall certify and keep with him/her a copy, of these Bylaws as amended and a file of all minutes of all meetings held during his/her term in office. Minutes shall be approved at the following meeting and posted electronically in a timely manner.
• 2. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
• 3. Be custodian of the records and maintain a file stating the names and addresses of all the members of the Corporation. In the case where any membership has been terminated or the member resigns or retires, he/she shall record such fact in the membership files together with the date on which such membership ceased.
• 4. Exhibit at all reasonable times, the Bylaws, the membership files and the minutes of any meeting of his/her term.
• 5. The Secretary, during his/her term in office, may co-sign any checks that may be written to purchase materials and/or services needed for the Corporation.
• 6.   The Secretary shall have a copy of Robert’s Rules of Order at each general membership meeting and be familiar with the rules as they relate to conducting the business of the meeting.
• 7. He/she shall perform all duties incident to his/her office and such other duties as may
• be required by law, by the Articles of Incorporation, by these Bylaws, or which may be assigned to him/her from time to time by the officers.
• 8. Maintain the Corporation’s insurance policy.
• 9. He/she shall assist in preparing the Secretary elect to perform the functions of the office in any way needed.
  
  

• 1. The Treasurer is subject to the provisions of these Bylaws relating to Article V “Finances”. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such bank or depository selected by the officers.
• 2. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
• 3. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the officers of the Corporation. Proper receipts for such disbursements are required.
• 4. Keep and maintain adequate and correct accounts of the Corporations properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
• 5. Render to the President, whenever requested, an account of any or all of his/her transactions as Treasurer and of the financial condition of the Corporation.
• 6. Exhibit at all reasonable times the books of account and financial records to any officer of the Corporation and to any tax consultant/bookkeeper hired by the Corporation.
• 7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required report.
• 8. He/she shall perform all duties incident to his/her office of and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the officers.
• 9. A Treasurer’s report will be given at every meeting that will include (1) the balance of all accounts, and (2) a written report of all deposits and disbursements from the previous month which shall be reviewed and approved by all officers present.
• 10.  Prepare and submit for approval an annual budget.
• 11.  Prepare or have prepared the annual tax returns and other required filings.
• 12.  Prepare the financial portion of the annual report.
• 13.  He/she shall assist in preparing the Treasurer elect to perform the functions of the office in any way needed.

SECTION 4. COMPENSATION

The officers shall serve without compensation, however, any officer or member working for the good of the Corporation, may be, reimbursed for supplies or expenses by providing receipts.  If approved by the President, mileage (at the standard federal mileage rate) will be reimbursed if conducting corporate business. Officers may attend Corporation functions at no cost in their role as administrators of events.  Additional expenses such as parking, drink tickets, raffle tickets, etc. shall be at the expense of the officer.

ARTICLE IV COMMITTEES

SECTION 1. DUTIES OF THE COMMITTEES

• Committees shall be formed by the officers as necessary.
• All committee chairpersons shall abide by suggestions, directions, etc., of the Officers.
• Committees shall be appointed by the President for the purpose of auditing the financial records of this Corporation annually or when deemed necessary.
• All committees shall conduct meetings pertaining to their individual business, other than the regular meeting of this Corporation. The meetings will be held as often as necessary to complete the pertinent business concerning the individual committee.
• Each committee shall maintain meeting minutes to record business concerning the committee and to pass the minutes on to their successor committee at the end of their term.
• It shall be the duty of the committee chairperson to see that all of the pertinent business transactions are recorded in the committee minutes and then presented to the Corporation membership during the regular meeting.
• It shall be the duty of the committee chairperson to submit a committee budget to the officers to ascertain the monies needed for the committee to function for the entire year if necessary. 
• If during the year the said committees exceed the budgeted amount it will be the duty of the chairperson to request the additional money needed to continue the function of the committee.
• It shall be the duty of the committee chairperson to return all minutes of his/her specific committee to the Vice President upon termination of the committee.
• J. All committees in charge of an event must submit an event guideline describing the event and the required budget to the officers for their approval.

• The Communications Manager, who is responsible for communication between the Corporation and its members.  The communication officer will oversee the website, press releases, media, and email correspondence in regard to Corporation activities.
• In the event that no Communications Manager is appointed, it shall be the responsibility of the Secretary of the Corporation to perform these functions.

ARTICLE V  FINANCES

SECTION 1. EXECUTION OF INSTRUMENTS
The officers, except as otherwise provided in these Bylaws, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Unless so authorized by the officers, no member shall have any power or authority to bind the Corporation to any contract or engagements or to pledge its credit or to render it liable monetarily for any purpose or any amount.

SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the officers, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the treasurer and countersigned by one of the other officers of the Corporation.   In the absence of the Treasurer, any two (2) officers may sign.

SECTION 3. DEPOSITS
All funds of the Corporation shall be deposited, within fourteen (14) days of receipt, to the credit of the Corporation at the depository described in Article III Section 3D.

SECTION 4. GIFTS
The officers may accept on behalf of the Corporation any contribution, gift, bequest, or devise offered by any individual or company.

SECTION 5. BUDGETS

The Corporations expenditures shall be outlined in an annual budget that will coincide with the fiscal year described in Article VII.  The preliminary budget will be presented at the November meeting, discussed at the December meeting, and shall be approved by the membership at the January meeting.

SECTION 6. DISCRETIONARY SPENDING

The Officers shall have discretion to expend, without membership approval, a maximum of $500 collectively, outside of budgeted items that arise unexpectedly.  This monetary discretion shall apply to each unexpected occurrence.

ARTICLE VI RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF RECORDS
The Officers shall be responsible for the creation, maintenance and upkeep of all records and documents required under the law, the Articles of Incorporation, or these bylaws.  Such records may include, but are not limited to, the minutes of meetings, financial records, annual reports, membership lists, etc. Such records shall be kept in a secure location and be available for inspection by the membership.
 

SECTION 2. CORPORATE SEAL
The officers may adopt, use, and with membership approval, alter a Corporate Seal. Such Seal shall be kept secure with the Secretary. Failure to affix the seal to Corporation instruments, however, shall not affect the validity of any such instruments.

SECTION 3. OFFICERS INSPECTION RIGHTS
Every officer shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.

SECTION 4. MEMBERS INSPECTION RIGHTS
Every member has the right to inspect at any reasonable time the books, records, and minutes of proceedings of the members or of the committees, upon written demand on the Corporation by the member, for a purpose reasonably related to such person's interest as a member.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provision of this Article must be made in person and the right to inspection includes the right to copy and make extracts.

SECTION 6. ANNUAL REPORT
The officers shall furnish an annual report no later than 60 days after the end of the fiscal year. The report shall contain the following information in appropriate detail:

• The assets and liabilities including the trust funds of the Corporation as of the end of the fiscal year.
• The principle changes in assets and liabilities, including trust funds during the fiscal year.
• The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year.
• The expenses and disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.

ARTICLE VII FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation shall be the calendar year.

ARTICLE VIII AMENDMENTS

SECTION 1. AMENDMENT
Subject to any provisions of law applicable to the amendment of Bylaws of Public Benefit Non Profit Corporations, and in compliance with Section 5150-5153 of the Corporations Code, these Bylaws may be altered, amended, or replaced and new Bylaws adopted with a majority vote of the members.

SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above section of the article, this Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first officers of this Corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Corporation has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Non profit Corporation Law.   This provision shall not apply to a corporate name change.

ARTICLE IX
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No officer, member, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Corporation assets on dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the the laws set forth in the California Corporations Code Section 6710-6721.

ARTICLE X MEMBERS

SECTION 1. QUALIFICATIONS AND RIGHTS OF MEMBERS
The Corporation shall have two classes of members.

• A. Regular member: Any Employee of Sacramento Metropolitan Fire District who is current on monthly dues.
• B. Honorary member: any retired employee of the Sacramento Metropolitan Fire District, or its predecessor agencies, having been a member of the Corporation prior to retirement, or any person, not an employee, of that the Corporation wishes to bestow upon them a membership as a token of appreciation for their contribution to the Corporation. Honorary members are not required to pay dues, cannot hold office, or vote on any matters brought before the Corporation.
• C. No person will be refused membership based upon race, color, religion, gender, medical condition, sexual orientation, marital status, age, physical and mental disabilities, or national origin.
• D. No member shall hold more than one membership in the Corporation except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this Corporation. All regular memberships shall have the same rights, privileges, restrictions and conditions.

SECTION  2. MONTHLY DUES
The monthly dues for each regular member will be $5.00, deducted from the members' monthly paycheck by district withdrawal.

SECTION 3. NUMBER OF MEMBERS
There is no limit to the number of members the Corporation may admit.

SECTION 4. MEMBERSHIP BOOK
The Corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept secure with the Secretary of the Corporation and shall be available for inspection by any officer or member of the Corporation during any reasonable time.

Any person shall not use the names and addresses of the membership, in whole or part, for any purpose not reasonably related to the business of the Corporation.

SECTION 5. NON-LIABILITY OF MEMBERS
Members of this corporation are not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.

SECTION 6. TERMINATION OF MEMBERSHIP
Grounds for termination. The membership of an individual shall be terminated upon the occurrence of any of the following events:

A. His/her request for termination delivered to the Secretary of the Corporation personally or by mail. Date of termination will be the date of notice of delivery or deposit in the mail.

B. Failure to renew his/her membership by paying dues on or before their due date. Termination will be effective thirty (30) days after written notification of dues delinquency is given to such member, personally or by mail, by the Secretary of the Corporation.

C. Upon the determination of the majority of officers that the member has engaged in conduct materially and seriously prejudicial to the interest or purposes of the Corporation, including, but not limited to the following acts; fraud, dishonesty, conviction of felony or misdemeanor involving moral turpitude, theft, willful misrepresentation of the Corporation, any act or conduct that is discriminatory toward another persons race, color, national origin, sex, (including sexual harassment, or marital status) or religious beliefs. Or any conduct unbecoming to the Corporation.  

D. Following the determination that a member should be terminated under subparagraph (C) of this section; the following procedure shall be implemented:

• 1. A notice shall be sent by first-class or registered mail to the last address of the member as shown in the membership book, setting forth the termination, the reason therefore, the date of the proposed termination, and the date and place of the hearing with the officers. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination.
  
  
• 2. The officers will hold a hearing to discuss the conduct.   The member being terminated shall be given an opportunity to present any objection to the termination at this hearing. 
  
  
• 3. After the hearing, the member being terminated shall be given an opportunity to be heard, either orally or in writing, at the next regular meeting of the Corporation if they so choose.  The officers shall consider the facts presented by the member and any comments by the membership in the decision making process.
  3. Following the regular meeting of the Corporation where the member has had the opportunity to present their case, the officers shall meet and decide whether or not the member should be terminated, suspended, or sanctioned in some other way. The decision of the officers shall be final.
  4. Any member terminated from the Corporation shall receive a refund of dues already paid, pro-rated to return only the un-accrued balance remaining of the dues payment for that month.
  
  
• 5. Termination of a member shall be for a minimum of 12 months.
  
  
• 6. The member shall be informed in writing of their termination.  The termination      
letter shall include the effective date of termination and length of their termination.

SECTION 7. RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the Corporation shall cease on termination of membership as herein provided.

SECTION 8. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIP
Notwithstanding any other provisions of the Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this Corporation would result in the termination of all memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Benefit Corporation Law.

SECTION 9. REINSTATEMENT
After 12 months, the member may apply for reinstatement into the Corporation by writing to the officers of the Corporation.  Within 30 days of receiving the application, the officers will have a hearing. At the hearing, the applicant for reinstatement may make his/her case for reinstatement orally.  Within 7 days of the hearing, the member will be advised in writing by the officers of their decision.   

ARTICLE XI MEETINGS

SECTION 1. LOCATION OF GENERAL MEMBERSHIP MEETINGS
Meetings of the membership shall be held at said location as announced at the previous regular membership meeting, on the first (1st) Tuesday of every month. In the event that the first Tuesday falls on a holiday, the President may change the meeting date for that month.  The alternate date must be on a day with the same shifts off duty that would have been off for the regular meeting

SECTION 2. NOTICE OF GENERAL MEETINGS
Notice of future meetings will be given in the minutes of the prior general meeting. In addition, a reminder announcement containing the meeting date, time, and location will be sent to all members one (1) week in advance. The reminder announcement shall also include the agenda for the meeting.  

SECTION 3. SPECIAL MEETINGS
The President may call special meetings of the membership whenever he/she deems it necessary. In addition, the President must call a special meetings of the membership for any lawful purpose when petitioned by one-fourth (1/4) of the members. 

SECTION 4. NOTICE OF SPECIAL MEETINGS
Notice of special meetings will state the date, time, place, and nature of the business to be transacted. At least forty-eight (48) hours notice shall be given prior to the holding of a special meeting.

SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of two officers and at least 5 additional voting members present at the meeting.

SECTION 6. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the Corporation, or in his/her absence, by the Vice President, Secretary, or Treasurer. The Secretary of the Corporation shall act as Secretary of all meetings of the members, provided that in his/her absence, the presiding officer shall appoint another person to act as secretary for that meeting. Robert’s Rules of Order shall govern meetings.

Any request for funds outside of the approved budget cannot be approved without first being adgendized.

ARTICLE XII VOTING RIGHTS AND PROCEDURES

SECTION 1. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present in person at a duly held meeting is the act of the members, unless the law, the Articles of Incorporation of this Corporation, or these Bylaws require a greater number. 

SECTION 2. VOTING RIGHTS
Each regular member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote or by a show of hands. Election of officers, however, shall be by ballot.

SECTION 3. VOTING RIGHTS OF THE CHAIR
The President or other presiding officer is a member of the Corporation and he or she has the same voting rights as any other member. This officer protects impartiality by exercising voting rights only when his or her vote would affect the outcome. In such cases, the chair can either vote and thereby change the result, or can abstain. If the chair abstains, he/she announces the result of the vote with no mention of his/her own vote.

The outcome of any motion requiring a majority vote will be determined by the chair's action in cases in which, without his/her vote, there is either a tie vote or one more vote in the affirmative than in the negative. Because a majority of affirmative votes is necessary to adopt a motion, a tie vote rejects the motion. If there is a tie without the chair's vote, the chair can vote in the affirmative, thereby creating a majority for the motion. If the chair abstains from voting in such a case, however, the motion is lost (because it did not receive a majority).

If there is one more affirmative vote than negative votes without the chair's vote, the motion is adopted if the chair abstains. If he/she votes in the negative, however, the result is a tie and the motion is therefore lost.

In short, the chair can abstain or vote either to break or to cause a tie.

The chair cannot vote twice, once as a member, then again in his/her capacity as presiding officer.

SECTION 4. DELIBERATIONS AND MOTIONS AT MEETINGS

A. DISCUSSION

• The President is normally the Chair of the board meeting. The Chair’s role is to facilitate deliberations and to assist the board in conducting its business in a fair and efficient manner.  When an item of business is to be discussed, the Chair announces the item to be discussed and opens the floor to discussion. The Chair, as a member of the board, is entitled to voice his or her opinion, and cast votes on matters that come before the membership. However, the Chair has the responsibility for providing each member an equal and fair opportunity to be heard.
• No member may speak until recognized by the Chair (except that a motion to remove and re-assign the Chair, and a dissent, may be made without recognition when no other person has the floor and the Chair has unreasonably failed or refused to recognize the member making the motion). No member may interrupt the speaker who has the floor.
• The Chair may impose reasonable time limitations. All time limitations must be uniformly imposed upon all of the members. The speaker shall be given a one-minute warning before time runs out.  By vote of a majority of the members present, time limits may be extended.
• The Chair is to recognize each member in turn. Discussion shall be limited to the item of business at hand, and the Chair shall have the authority to take the floor from a speaker who does not limit discussion to the item of business at hand.
• No member may speak to an issue for a second time until all other members have had the opportunity to speak to it for the first time. Likewise, no member may speak to an issue for a third time until all other members have had the opportunity to speak to it for a second time.
• When it appears to the Chair that all members have had the opportunity to fully discuss the matter at hand, the Chair should announce that the item of business is ready for a vote.

B. MOTIONS AND VOTING
There are 3 basic motions for each item of business:

1. A motion to adopt a specific action by the membership.
2. A motion to table the item to another meeting (including fact-finding assignments to a person or committee).
3. A motion to remove an item from consideration

• The membership is limited to one item of business at a time, but there are no limits to the number of motions that may be considered as to how to dispose of that item of business. Motions need to be seconded.
• After each member has had the opportunity to discuss each motion presented for consideration, the Chair will call each motion presented to a vote. Those motions adopted affirmatively by a majority of members present are carried, provided a quorum is present.
• The fact that a motion has been adopted or failed does not prevent the item of business from being added to the agenda in the future and all motions may be reconsidered at any time by the board.

SECTION 5. ACTION BY WRITTEN BALLOT WITHOUT A MEETING
Any action, which may be taken at any regular meeting or special meeting, may be taken without a meeting if the Corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provided that where the person solicited specifies a choice with respect to any such proposal the vote cast in accordance therewith, and provide a reasonable time within which to return the ballot to the Corporation. Ballots shall be mailed or delivered electronically in the manner required for giving notice of meetings specified in Article XI of these bylaws.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the selection of officers, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Corporation in order to be counted.

Approval of action by written ballots shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same number of votes cast by ballot.

SECTION 6. REASONABLE NOMINATION AND ELECTION PROCEDURES
This Corporation shall make available to members' reasonable nomination and election procedures with respect to the election of officers by members. Such procedures shall be reasonable given the nature, size and operations of the Corporation, and shall include:

A. A reasonable means for nominating persons for election as officers.
B. A reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reason for the nominee’s candidacy.
C. A reasonable opportunity for all nominees to solicit votes.
D. A reasonable opportunity for all members to choose amongst the nominees.

Generally, any person who is qualified to be elected as an officer shall be nominated at the October meeting of members, held for the purpose of electing officers, by any member present at the meeting in person, however, if the Corporation has five hundred (500) or more members, any of the additional nomination procedures specified in Section 5521 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to office.

SECTION 7. ELECTION OF OFFICERS/DIRECTORS

• Officers shall be elected by written ballot. Such ballots for the election of officers shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of officers is withheld, they shall not be counted as votes either for or against the election of officers.
• If only one member has been nominated for an office, in lieu of a written ballot, a voice vote or show of hands may be utilized.
• Officer elections shall be held at the December meeting.

SECTION 8. FILLING OFFICER VACANCIES
If a vacancy occurs in one of the elected officer positions due to resignation, termination, etc., the vacancy may be filled by appointment of the majority of the remaining officers if less than six months remain in the term of the vacated office. If greater than six months remain in the term, the position must go through the nomination and election process described herein.

SECTION 9. SPECIAL VOTING REQUIRMENTS
The following items will require the vote of the full membership.  A majority (greater than 50%) will be required to pass the measure:

A. Amending the Articles of Incorporation or the Bylaws

B. An election to voluntarily wind up and dissolve the Corporation

ARTICLE XIII TRUSTS

SECTION 1. TRUSTS - GENERAL
The Corporation has the right to establish trusts if the board of directors determines that it is in the best interests of the Corporation to do so.

SECTION 2. VEBA TRUST
The Corporation has established a Trust to provide death benefits to employees of the Sacramento Metropolitan Fire District and their families.  The name of the Trust is the Sacramento Metropolitan Firefighters Widows and Orphans Fund. The Corporation shall act as the Trustor.  The Trustor has established the Trust as a voluntary employees’ beneficiary association (VEBA) pursuant to Internal Revenue Code section
501( c )(9).

SECTION 3. VEBA TRUSTEES
The elected officers of the Corporation shall appoint the VEBA Trustees. Three (3) trustees shall be appointed to manage the operations of the Trust. The Trustees shall serve a 2-year term (commencing with the November 2006 election) from February 1 to January 31 of the following year that coincides with the term of the Corporation officers.  The Trustees shall serve at the pleasure of the Corporation officers.

SECTION 4. VEBA OPERATION/ADMINISTRATION
The VEBA Trust shall be operated and administered in accordance with the Trust document dated 8/15/03 and as amended.  Secondarily, any internal operating guidelines allowed by the Trust document shall apply.