Bylaws of AFGE Firefireghters Council
Article I - Name and Affiliation Article VI - Officers/Reg. Liaison/Exec. Comm. |
Article XII -Notices and Waivers Article XIV -Bonds, Notes, & Obligations |
Federal firefighters who have combined with their fellow workers in AFGE Locals for the purpose of promoting unity of action in all matters affecting the mutual interests of federal civilian government employees in general, have occupational interests and concerns which are distinct and unique, although not in conflict with those of other Local members. Therefore, it is to their own advantage to unite with other AFGE federal firefighters in a Council operating under the auspices of the American Federation of Government Employees, AFL-CIO.
Name and Affiliation
Section 1. This organization shall be known as: the AFGE FIREFIGHTERS COUNCIL. It shall not be chartered as a Council by AFGE nor shall it have any right to bargain on behalf of any of its members.
Duration
Section 1. The AFGE Federal Firefighters Council shall continue in existence until such time as it is officially disbanded.
Objectives
Section 1. The objectives of the Firefighters Council shall be:
(a) to provide all possible aid, assistance and guidance to its members, and their Locals, to the end that they, as federal firefighters, may share in the benefits resulting there from including but not limited to:
(1) adequate compensation for services preformed;
(2) appropriate tours of duty and proper compensation for overtime and holiday work;
(3) hazardous duty pay for services performed under extremely hazardous conditions;
(4) adequate annual and sick leave allowances;
(5) retirement service credit for all periods of time regularly scheduled;
(6) adequate provisions for uniforms and protective clothing;
(7) safe working conditions; and
(8) other justifiable employment protections.
(b) to develop and provide appropriate contract language pertaining to the working conditions of firefighters for use in collective bargaining by AFGE bargaining Councils and Locals,
(c) to serve as a liaison for the purpose of reviewing and then referring those cases for possible handling by AFGE attorneys involving firefighter employment issues where the decision would be one of first impression or where the decision would have an impact throughout the federal fire and emergency services,
(d) to facilitate communications and the exchange of information between AFGE firefighters through the maintenance of a web site and through other means,
(e) to pursue legislative initiatives that will enhance the federal fire and emergency services program and the working conditions of federal firefighters,
(f) to foster and encourage the educational and professional development of members in the fire fighting profession;
(g) to provide members with services and benefits which will aid them in seeking a higher level of competence and professionalism;
(h) to stimulate interest in the needs of members in the firefighting profession particularly as it relates to employment in the federal sector;
(i) to provide educational materials concerning matters of interest to federal fire fighters;
(j) to serve as a liaison with other pertinent groups involved in fire and emergency services;
(k) to participate in activities consistent with the objectives, principles and intent of AFGE;
(l) to unite all eligible AFGE members into one Council for the express purpose of promoting the general welfare of federal firefighters; and
(m) to perform those activities, which are necessary and proper for the execution of the above, enumerated purposes.
Membership
(a) Regular Member. Any individual who is a current member of the American Federation of Government Employees and
(1) who occupies a position classified under the GS-081 classification series or
(2) who occupied such a position for a period of not less than five consecutive years and who retired pursuant to the provisions of 5 U.S.C. 8336(c) or 5 U.S.C. 8412(d)
Regular members shall be entitled to a vote.
(b) Supporting Member. Any individual who is a current member or employee of AFGE and who is interested in the welfare and working conditions of federal firefighters. Supporting members shall not be entitled to a vote.
(c) Emeritus Member. Any individual who has achieved honorable distinction for specific contributions to the welfare of federal fire fighters and specifically, to the AFGE Federal Firefighters Council. Any regular member may recommend candidates for Emeritus status to the Executive Committee for approval of the honorary status as an Emeritus Member.
Section 2. Membership Rolls
It shall be the responsibility of the Secretary to maintain the Membership Records of the Council and to consult with the Chief Executive Officer-Administration and other Council officers from time to time in order that the Council membership rolls are current and complete and that all appropriate additions and deletions are made to the listing.
Section 3. Dues and Revenues
The Executive Committee may, by a majority vote of its members, establish a dues schedule or level a special assessment to be paid by the members. Any such special assessment shall be for carrying out the purposes of the Council that cannot be undertaken and funded from current revenues. No more than one special assessment may be levied per year.
Meetings
Section 1. Annual Meetings
(a) An annual meeting shall be held for the purpose of electing Council Officers and for the consideration of such other business as may properly come before the meeting.
(b) The Executive Committee shall determine the date and place of the Annual Meeting.
Section 2. Other Meetings
(a) Other Meetings of the Council may be called and the agenda therefore determined by the Chief Executive Officers, by any five members of the Executive Committee, or by petition of a number of members eligible to vote that equals or exceeds the quorum number established for the conduct of business at the preceding Annual Meeting.
(b) The date and place of Other Meetings shall be determined by the authority calling the meeting and set forth in the Notice for the Meeting.
Section 3. Notice
(a) Notice of the Annual Meeting shall be given by written announcement mailed to all members entitled to vote not less than 30 days prior to such meeting.
(b) Notice of all other meetings shall be given not less than 21 days prior to the meeting and may be mailed to all members and/or included in any publication sent to members of AFGE, posted on the Council’s website and/or sent by email to those entitled to vote at the meeting;
Section 4. Quorum
(a) At any meeting of the Council, the presence in person or by proxy of that number of members entitled to vote equaling one quarter (1/4) of the Council’s total number of Regular Members shall constitute a quorum for all purposes except as otherwise required by these Bylaws or by applicable law. In the absence of a quorum, the meeting may be adjourned from time to time by the vote of a majority of the regular members present without notice (except such notice as is required by law) other than announcement at the meeting, until a sufficient number of members entitled to vote requisite to constitute a quorum shall be present. If a quorum is obtained, any business may be transacted at the reconvened meeting.
(b) At any meeting of the Executive Committee, a majority of the total number of members of the Committee shall constitute a quorum.
Section 5. Conduct of Meetings
(a) The Chief Executive Officer-Program/Policy shall preside over all General Membership Meetings or delegate such authority to the Chief Executive Officer-Administration or to a Regional Liaison.
(b) All actions of the Meeting other than the election of the Chief Executive Officers and other officers, may at the discretion of the person presiding, and subject to reversal by action of the Members present, be conducted by voice vote.
(c) The election of the Chief Executive Officers and other officers shall be conducted by secret ballot.
(d) Any questions arising as to the qualifications of voters or candidates or as to the conduct or results of said election shall be resolved by judgment of a majority of the Board in attendance.
(e) Minutes summarizing any binding action taken shall be placed on file in the Council Office with other minutes and copies made available to all regular members upon request.
Officers, Regional Liaisons (RL), and Executive Committee
Section 1. Officers
The Officers of the Council shall consist of:
(1) Chief Executive Officer-Policy/Program
(2) Chief Executive Officer-Administration
(3) Secretary
(4) Treasurer
Any regular member of the Council is qualified to hold these offices.
Section 2. Regional Liaisons
The Council shall have ten Regional Liaisons (RL’s) as follows:
(1) DVA Liaison (responsible for all DVA fire departments represented by AFGE Locals nationwide)
(2) Eastern US At-Large Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE Districts 2, 3 and 6 and for those in Puerto Rico)
(3) Mid US At-Large Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE Districts 7, 8 and District 10 East (comprised of the states of Louisiana and Mississippi)
(4) District 4 Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE District 4
(5) District 5 South Liaison (responsible for all non DVA fire departments represented by AFGE Locals in the states of Florida and Alabama)
(6) District 5 North Liaison (responsible for all non DVA fire departments represented by AFGE locals in the states of Georgia, South Carolina and Tennessee)
(7) District 9 Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE District 9)
(8) District 10 West Liaison (responsible for all non DVA fire departments represented by AFGE Locals in the States of Texas and New Mexico)
(9) District 11 Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE District 11)
(10) District 12 Liaison (responsible for all non DVA fire departments represented by AFGE Locals in AFGE District 12)
Any Regular Member of the Council is qualified to hold these offices.
Section 3. Executive Committee
(a) Shall consist of all of the Officers and Regional Liaisons of the Council,
(b) Shall govern the business and affairs of the Council,
(c) Shall have the power and duties granted to it under all applicable civil law and in these Bylaws,
(d) Except as otherwise provided by law, shall be the agents and legal representatives of the Council in all matters concerning its corporate property, and
(e) The Chief Executive Officers may, at their discretion, appoint a General Counsel and/or a Parliamentarian, as a member of the Executive Committee and such appointed member(s) shall have a voice but no vote.
Section 4. Term of Office of Officers and Regional Liaisons
(a) Initial Executive Committee
There is established an Initial Executive Committee consisting of:
Chief Executive Officer - Policy/Program: Tina Bryant
Chief Executive Officer - Administration: Jon Ruthenbeck
Secretary:
Treasurer:
DVA Liaison: John Lininger
Eastern US At-Large Liaison: Chris Pross
Mid US At-Large Liaison:
District 4 Liaison: Rob Hewett
District 5 South Liaison: Michael Gardner
District 5 North Liaison:
District 9 Liaison: Dean Gonzales
District 10 West Liaison: James Hill
District 11 Liaison: Jeff Hartley
District 12 Liaison: Brock Henderson
The initial Executive Committee shall also consist of the Secretary and Treasurer who shall be elected at the Executive Committee meeting called for the purpose of adopting these Bylaws.
The initial Executive Committee shall serve until their successors are elected and installed.
(b) Term of Office of Officers and Regional Liaisons
Each officer and Regional Liaison shall be elected at an annual meeting commencing with the Annual meeting held in 2009 and they shall be elected for a three-year term. Newly elected Officers and Regional Liaisons shall be installed at a meeting called for that purpose as soon as possible after the election results are determined. Officers shall be eligible to serve for up to three consecutive terms and each respective term shall commence upon installation and end upon the installation of a successor, or earlier upon resignation or removal as herein provided. Notwithstanding the foregoing, any individual appointed to fill a vacancy of six months or less may thereafter be elected and serve for three consecutive terms.
Section 5. Nomination and Election of Officers and Regional Liaisons
(a) The Executive Committee shall appoint a Nominating Committee to receive the names of willing candidates.
(b) The Executive Committee shall notify the regular members of the Council of the names of the members of the Nominating Committee and of the required format and deadline for the submission of a nomination and written statement of each candidate’s qualifications.
(c) A Regular member may offer his/her own name or the name of any other regular member to the Nominating Committee except that a regular member completing a third three-year term as an Officer or District Liaison shall not be eligible for reelection for the same position for an immediately succeeding term.
(d) A Regular Member may serve as a Local Liaison, a Regional Liaison and as an Officer at the same time.
(e) The Nominating Committee shall provide the names of all eligible nominees who have given confirmation that they would faithfully discharge the duties of their office if elected to the Executive Committee no later than thirty (30) days before the Annual Meeting.
(f) These names and copies of their statements of qualifications shall be mailed to all Regular Members not less than ten (10) days before the Annual Meeting. In the event that, for reason of insufficient number of candidates or otherwise, all vacancies are not filled by election during the Annual Meeting, then the Board may, at its discretion, appoint Regular Members of the to fill any remaining vacancies until the following Annual Meeting. In no event shall nominations for Officers be accepted from the floor at the Annual Meeting.
(g) The Officers of the Council and District Liaisons shall be elected by a majority of those casting votes on each ballot.
Section 6. Vacancies
A Regular Member elected by a majority vote of the Executive Committee may fill any vacancy for any Officer or District Liaison position occurring because of death, resignation, or other disability or because of removal in accordance with these Bylaws.
Section 7. Meetings of the Executive Committee
(a) The Executive Committee shall meet at least quarterly unless waived by prior agreement and meetings may be conducted telephonically.
(b) At least five days notice to all Officers and Regional Liaisons shall be given of the date, time and place of any regular meeting not specified by an established schedule.
(c) Prior notice is not required for meetings held in accordance with a schedule of date, time and places established by the Executive Committee.
(d) Special Executive Committee meetings shall be held whenever called by the Chief Executive Officers or by five (5) Members of the Executive Committee.
(e) Notice of a Special Meeting shall be given to each member of the Executive Committee at least seven (7) days prior to the meeting, unless all members consent to lesser notice.
(f) Unless otherwise required by law or by these bylaws, the notice of any special meeting of the Executive Committee Board need not specify any purpose for such meeting, and unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
(g) Notices may be given either by mail, telephonically or by email.
(h) Attendance of an Executive Committee member at any special meeting of the Committee shall constitute a waiver of notice of such meeting.
(i) A quorum for all meetings of the Executive Committee shall consist of a majority of all current members.
Section 8. Suspension and Removals
(a) Any Officer or Regional Liaison may be removed or suspended at any time for Good Cause by the affirmative vote of three-fourths (3/4) or more of the Executive Committee Members present at a meeting called in accordance with Subparagraph (g) of this Section 8.
(b) “Good Cause” shall mean:
(1) having been legally charged by indictment or criminal complaint with a felony; or a misdemeanor involving moral turpitude which, in the reasonable judgment of the Executive Committee, has brought or could bring serious disrepute on the Council, or
(2) having been removed for cause from an elected position in an AFGE Local or Council, or
(3) failure to perform the proper duties and functions of an Officer or Regional Liaison after prior notice of such proper duties and functions and as to the Officer or Regional Coordinator’s disregard thereof.
(c) Any suspension invoked under this subparagraph shall be effective as of the affirmative vote necessary and shall continue until; elimination of the “Good Cause” or upon further action of the Committee.
(d) Any Officer or Regional Liaison suspended pursuant to this subparagraph shall not have a right to attend Board Meetings or to vote thereat.
(e) Failure to attend three(3) consecutive Executive Committee meetings without reasonable justification shall be cause for removal.
(f) Any Officer or Regional Liaison who fails to attend two (2) consecutive Executive Committee without reasonable justification shall be issued a warning.
(g) Procedure for removal or suspension:
(1) A Special Meeting of the Executive Committee shall be called for the purpose of considering the suspension or removal of any Officer or Regional Liaison
(2) Notice of the date and place of such Special Meeting shall be given to each Committee Member at least twenty (20) days prior to the date of the meeting.
(3) Such Notice shall describe in reasonable detail the concern of the Executive Committee and the basis therefore and it shall afford the Officer or Regional Liaison, whose suspension or removal is proposed, a reasonable opportunity to be heard by letter to the Committee, or by meeting with the Committee.
Duties of the Officers and Regional Liaisons
Section 1. Chief Executive Officers
(a) The Chief Executive Officer-Program/Policy shall preside at all meetings of the Council.
(b) In the absence of the Chief Executive Officer-Program/Policy, the Chief Executive Officer-Administration shall preside at all meetings of the Council.
(c) In the absence of both of the Chief Executive Officers, the Secretary, the Treasurer, or Secretary/Treasurer may preside or the members of the Council present at any meeting, may, by a majority vote, elect a chairperson pro tempore to preside at such meeting.
(d) The Chief Executive Officers of the Council:
(1) Shall have general and active responsibility for the business of the Council.
(2) Shall be Ex-Officio members of all Committee of the Council;
(3) Shall have responsibility for performing all of the general duties relevant to the business of the Council.
(e) The Chief Executive Officer-Program/Policy:
(1) Shall be principle liaison between the Council and agency fire and emergency services program managers and other organizations having an interest in the federal fire service,
(2) Shall represent the Council at meetings with agency officials and with AFGE officers and staff,
(3) Shall recommend legislative policy that will enhance the working conditions of federal firefighters, and
(4) Shall perform such other duties and functions as are necessary for advancing the Council’s policies and programs.
(f) The Chief Executive Officer-Administration:
(1) Shall serve as the principle liaison with the Regional Coordinators,
(2) Shall be responsible for the maintenance of the Council’s website,
(3) Shall perform such other duties and functions as are necessary for the administration of the Council.
Section 2. Secretary
(a) Shall give all notices required by law, resolution, or these Bylaws;
(b) Shall be responsible for maintaining the membership records, and the records concerning the failure and the reasons why an Officer or Regional Liaison fails to attend any Board meeting;
(c) Shall notify the Executive Committee and the offending Member if that Officer or Regional Liaison fails to attend two (2) consecutive meetings of the Committee;
(c) Shall prepare and file minutes of all Executive Committee and Council meetings;
(d) Shall file Executive Committee and Council minutes in the Council’s office where they shall be available for inspection by any Member of the Council; and
(e) And shall have in general, such other powers and perform such other duties as are incident to the office of the Secretary or as may be prescribed by the Executive Committee or by civil law.
Section 3. Treasurer
(a) Shall have the responsibility for the custody and safekeeping of all funds and securities of the Council;
(b) Shall have charge of their collection, receipt and disbursement;
(c) Shall receive and have authority to sign for all money paid to the Council and shall deposit same in the name of and to the credit of the Council;
(d) Shall disburse for its account the funds of the Council on proper vouchers and payrolls or in such other manner as the Executive Committee may authorize or require;
(e) Shall endorse all checks, drafts, bill of exchange, orders, certificates or deposits;
(f) Shall accept drafts, bills of exchange, or other instruments that may be drawn on the Council;
(g) Shall keep full and accurate accounts of the transactions of his office in books belonging to the Council;
(g) Shall render to the Council whenever it may desire, an account of all transactions and of the financial condition of the Council;
(h) Shall have in general, such powers and perform such other duties as are incident to the office of the Treasurer or as may be prescribed by the Executive Committee or by civil law;
(i) Shall be bonded in a sum and with surety satisfactory to the Executive Committee for the faithful discharge of the duties of the Treasurer’s office.
Section 4. Secretary/Treasurer
(a) The two (2) offices of Secretary and Treasurer may be combined to form one(1) office;
(b) Any Member may offer a motion at an Executive Committee meeting to accept this section of Article 6 vises Sections 3 and 4 of Article 6.
(c) A motion to combine these offices will not be acted upon until the next Regular Meeting of the Executive Committee except in the case of the initial meeting of the Executive Committee at which these Bylaws are adopted.
(d) When acted upon, a three-fourths (3/4) majority vote in the affirmative is required.
(f) The new office shall take effect immediately and shall remain until the next regularly scheduled election.
Section 5. Regional Liaisons
(a) Shall be responsible for serving the firefighters who are members of AFGE locals within their region and they shall report to the Chief Executive Officers of the Council.
(b) Shall work to insure that every fire department in their region has at least one local liaison.
(c) Shall maintain contact with local liaisons and shall meet with them either by email, telephonically or in person at least bi-monthly to keep them apprised of the policies, programs and objectives of the Council and facilitate their participation in on-going Council activities.
(d) Shall obtain a roster of the AFGE bargaining unit employees at each fire department within their region and shall designate those who are members of AFGE. The rosters shall contain name, address, home, office, cell phone numbers, fax number and other information as determined by the Chief Executive Officers on forms prescribed for that purpose.
(e) Shall work with the Local Liaisons in their region to develop subjects and/or language to be utilized in collective bargaining.
(f) Shall coordinate legislative efforts on behalf of the Council with the local liaisons in their region.
(g) Shall assist local liaisons in promoting membership in AFGE and the Council with the goal of having each fire department in their region 100% organized.
(h) Shall refer issues of first impression or that would have an impact on the entire fire service that are received from local liaisons to the Chief Executive Officers for review and possible subsequent referral and request for assistance from AFGE’s legal staff.
(i) Obtain pictures and other material appropriate for inclusion on the Council’s website and forward it to the Chief Executive Officer-Administration.
(j) Shall, in general, undertake such other duties and responsibilities as will promote the well being of the Council and of AFGE’s firefighter.
Local Liaisons
Section 1. Every AFGE local that has firefighters in its bargaining unit shall have a Local Liaison. In addition, it may have an assistant local liaison so that there is a local liaison representing the firefighters on each shift. If the installation has more than three fire stations, in may have up to two additional assistant local liaisons for each additional one to three fire stations.
Section 2. Local liaisons must be Regular members of the Council and they may serve not only as a Local Liaison but also as a Regional Liaison and/or any officer of the Council simultaneously.
Section 3. The Regular Members of the Council at the fire department shall elect local Liaisons where they are employed. If no election has been held, a Local Liaison may be appointed by the Local President or may be identified and confirmed by the Regional Representative of the Region where the local is located.
Section 4. Local Liaisons shall serve three-year terms coinciding with the terms of office of the Officers and Regional Liaisons of the Council. Vacancies occurring by resignation, removal, death or any other reason shall be filled in the same manner as are specified in Section 3.
Section 5. It shall be the responsibility of each Local Liaison to:
(a) Communicate with the Regional Liaison no less frequently than bi-monthly.
(b) Keep any Assistant Local Liaisons and the firefighters in their local apprised of the policies, programs and objectives of the Council and facilitate their participation in on-going activities.
(c) Provide the Regional Liaison with a roster of all bargaining unit firefighters and designate those who are AFGE members on forms prescribed for that purpose.
(d) Provide the Regional Liaison with subjects and/or language to be utilized in collective bargaining.
(e) Coordinate legislative efforts on behalf of the Council with firefighters at their department.
(f) Promote membership in AFGE and the Council with the goal of having their fire department by 100% organized.
(g) Refer issues of first impression or that would have an impact on the entire federal fire service to their Regional Liaison to be forwarded for review and possible referral and a request for assistance from AFGE’s legal staff.
(h) Obtain pictures and other material appropriate for inclusion on the Council’s website and forward it to their Regional Liaison.
Committees
Section 1. Standing and Other Committees
(a) The Chief Executive Officers may, from time to time, create standing Committees. Each Committee must be chaired by a member of the Executive Committee of the Council and be comprised or at least one other Executive Committee member but may be comprised of as many other Regular Members as are necessary to successfully carry out the functions of the Committee.
(b) Additional “ad hoc Committees” may be appointed by the Chief Executive Officers or the Executive Committee to assist them in the performance of their duties.
(c) Each Committee shall bear such name, have such powers, perform such duties, and serve for such term, not consistent with any applicable rule of law and these Bylaws.
(d) The Chief Executive Officers and the Executive Committee may dissolve Committees that they have established.
(a) The Executive Committee may delegate power and authorities to Council by action duly recorded in Board minutes.
Section 2. Election Committee
(a) Shall be appointed by the Chief Executive Officers at least sixty (60) days prior to the election.
(b) Shall consist of five (5) members, three of whom must be members of the Executive Committee.
(c) Shall oversee proper conduct of the election.
(d) Carry out all other responsibilities designated to it by the Chief Executive Officers and the Executive Committee.
Section 3. Contract Language Committee
(a) Shall consist of all of the Regional Liaisons.
(b) Shall develop model contract language for use by any AFGE Local, council or other entity requesting it.
(c) Shall carry out other responsibilities designated to it by the Chief Executive Officers or the Executive Committee.
Section 4. Litigation Review Committee
(a) Shall be appointed by the Chief Executive Officers.
(b) Shall consist of no less than three members of the Executive Committee and legal counsel if on retainer to the Council.
(c) Shall serve as the liaison between the Council and AFGE legal staff by reviewing cases involving issues of first impression or that would have an impact on the entire federal fire service that are referred by the Litigation Review Committee by a Regional Liaison. Following its review, the Committee shall issue a report and recommendation to AFGE’s legal staff including justification for assistance sought.
(d) Shall carry out other responsibilities designated to it by the Chief Executive Officers or the Executive Committee.
Indemnification
Section 1. Indemnification
(a) The Council shall indemnify any and all of the Officers and Board Members and former Board Members or Officers;
(1) against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding,
(2) in which they, or any of them, are made parties, or party, by reason of being or having been a Board Member or Officer of the Council,
(3) except in relation to matters as to which any such Board Member or Officer or former Board Member or Officer shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty,
(1) And to such matters as shall be settled by agreement predicated on the existence of such liability.
Corporate Seal
Section 1. Corporate Seal
(a) The Board shall provide a suitable seal containing the name of the Council.
(b) The seal shall be in the charge of the Secretary.
(c) It may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
(d) May be used with the approval of the Secretary for any purpose.
Notices and Waivers
Section 1.Notices
(a) To the extent permitted by law and except as these Bylaws expressly provide otherwise, any notice required to be given to any Officer, District Liaison or member (whether pursuant to the provisions of any law or of these Bylaws or otherwise) may be given in writing by mail, by depositing the same in an official mail receptacle of the United States Postal Service in a postage-paid sealed envelope addressed to such Officer, Regional Liaison or member at such address as appears in the records of the Council, and such notice shall be deemed to be given at the time when the same shall be mailed.
(b) Notice to Officers and Regional Coordinators may also be given by telegram or other electronic device, or by personal notice.
Section 2. Waiver
(a) Whenever any notice is required to be given pursuant to the provisions of any law or by these Bylaws, or otherwise, a waiver thereof in writing signed at any time (whether before or after the time stated therein) by the person or persons entitled to said notice shall be equivalent to said notice.
Voting Methods
Section 1. Any issue that in the judgment of the Executive Committee should be put to a vote may be voted upon at the annual meeting or any special meeting called for that purpose. In addition, issues may be voted upon by a mail ballot, electronic mail, or a combination of both, sent to all of those entitled to a vote, provided that in each case, at least 51% of the recorded members shall cast ballots.
Bonds, Notes, and Other Obligations
Section 1. Checks, Drafts, etc.
(a) All checks, drafts, and money orders for payment of money shall be signed in the name of the Council and shall be countersigned by such Officers as the Executive Committee shall from time to time designate for that purpose.
(b) A record shall be kept by the Treasurer showing in different columns the dates, amounts, and times when such obligations are due.
Section 2. Contracts
(a) Notwithstanding any provision of this Article, the Chief Executive Officers shall be the only authorized persons to enter into any contract on behalf of the Council.
(b) Such authority is subject to the express approval of each such transaction by the Executive Committee.
Adoption, Amendments, Repeal of Bylaws
Section 1. Adoption and Effective Date of Original Bylaws
(a) Adoption of the original Bylaws of the Council shall be by two-third (2/3) or greater majority vote of the Executive Committee members voting either at a meeting or by email sent to a designated, impartial third party. .
(b) The text of the Bylaws must be made available to the Executive Committee members no less than 15 days prior to the deadline for voting. .
(c) The original Bylaws so adopted shall be effective immediately upon adoption.
Section 2. Amendment to or Repeal of Bylaws Provisions
(a) These Bylaws may be amended or repealed by a two-third (2/3) or greater majority of the Members voting at an Annual or Special Meeting of the Council where the text of the proposed changes was included in the Notice of Meeting.
(c) The text may not be substantively modified during this Meeting beyond corrections of minor errors.
(d) In the event of questions, the majority of the Board Members present shall judge whether a proposed modification of the text is substantive.
(e) The Bylaws may also be amended by a two-third (2/3) or greater majority of the members voting by email sent to a designated, impartial third party.
Section 3. Effective Date of Amendment.
(a) Any amendment to or repeal of these Bylaws so approved shall take effect upon at such time as it is approved.
Parliamentary Procedure
Section 1. All matters not covered by these Bylaws and all meetings of the Council and the Board shall be conducted in accordance with the parliamentary procedure as contained in the latest edition of Roberts Rules of Order.