UPDATED 6/8/16
BYLAWS OF THE
NORTHERN LEBANON FIRE AND EMERGENCY SERVICES

 

 


ARTICLE 1 – ORGANIZATIONAL NAME
The name of the organization shall be the Northern Lebanon Fire and Emergency Service.

 

 

 
ARTICLE 2 – MISSION OF THE ORGANIZATION
The mission of the Northern Lebanon Fire and Emergency Services (NLFES) shall be the preservation of life, protection of property and the prevention of additional harm to the environment to benefit our residents, businesses and guests with compassion, integrity and the respect. This mission also includes the performance of other charitable acts and public service that may aid in the health and welfare of the people within our service area and the surrounding vicinity.

 

 


ARTICLE 3 – NON-LIMITATON OF PURPOSE
These Bylaws do not limit of restrict the activities, powers or authority of the NLFES to deal with people, nor are they restricted to stated purposes not specifically mentioned, provided, however, that the NLFES shall not engage in activities beyond the purpose set forth in the NLFES Articles of Incorporation or that would disqualify it as a nonprofit corporation under the Pennsylvania Nonprofit Corporation Law 1988, or any subsequent version thereof, or as an exempt organization under the Federal Internal Revenue Code, Section 501(c)(3).

 

 


ARTICLE 4 – LEGACY CLAUSE
The Northern Lebanon Fire and Emergency Service is the result of the consolidation of the Lickdale Fire Company and Greenpoint Fire Company and the Merge of Ono Fire Company, Perseverance of Jonestown and Fredericksburg Fire Company. The selfless efforts of the founding members of these legacy organizations have created as indelible history for not only past and current members but future members of this organization and the citizens of the communities we serve.
 

 

 


ARTICLE 5 – MEETINGS


5.1 Regular Company Meetings
All meetings shall be held monthly. The meeting shall be held the second Tuesday of the month.
All meetings will be held at Perseverance of Jonestown.
Board of Directors Meeting will start at 7:00 pm.
These meeting will be open to the general Membership. General Membership will have no voting privileges only in November and December elections.
Volunteers Fireman’s Relief Association will be held following the Membership Meeting.
If the meeting day is a holiday, then the affected NLFES meeting will be held on the following Tuesday.
All NLFES Committee Meetings shall be open to the general membership.


5.2 Re-Organization Meeting
The Re-Organization Meeting of the NLFES will be held yearly in December coinciding with approval of appointed officers.


5.3 Special Meetings
Special meetings may be called by the written request to the President by at least five (5) members in good standings. The President may also unilaterally call a special meeting for good cause. These Special meetings shall be upon five (5) days notice to all members on the Membership and shall be held only for the purpose called. No other business shall be conducted.


5.4 Supporting Organizations
The NLFES shall meet with the supporting organization on an as-needed basis to review the relationship between the NLFES and supporting organizations.

5.5 Quorum
Four (4) Board Members of the NLFES shall constitute a quorum for the transaction of business at all meeting.

 

 


ARTICLE 6 – VOLUNTEER MEMBERSHIP


6.1 Age Requirement
Membership in the NLFES shall include any person 16 years of age or older.


6.2 Member Classifications and Qualification Requirements:


Active Member


1. Must be at least 18 years of age.

2. Must complete an interview, back ground investigation, child abuse clearance, occupational physical, drug test, any other mandated state requirement and a Six (6) month probationary period. These test will be paid for by the NLFES.

3. Shall have full voting privileges and may be elected or appointed to any office after completion of 1-year membership in good standing.


Junior Member


1. Must be 16 years of age.

2. Must provide NLFES with a School Work Permit.

3. Must complete an interview, back ground investigation and a six (6) month probationary period.

 4. When they turn 18 they must get a child abuse clearance, occupational physical and a drug test.

5. Shall have no voting privileges and shall not hold any office until they turn 18 years of age.


Life Member


1. Life members are those members who have achieved such status or were classified as such in the legacy organizations at the time of inception of this organization.
 

2. Must have fifteen (15) years of active service with the NLFES at which time they automatically become a life member.

3. Exempt from paying any fees collected by the NLFES throughout the balance of the member’s lifetime.

4. Shall have full voting privileges and may be elected or appointed to any office, if Active Member requirements have been met.


Honorary Member


1. Must have rendered a significant service to the NLFES or otherwise merit recognition by the NLFES.

2. Must be proposed for consideration by any member in good standing and approved by the Board of Directors.

3. Honorary membership shall be for an infinite period of time.

4. Shall have no voting privileges and shall not hold any office.


Social Member


1. Renders regular service to the NLFES in a non-firefighting position.

2. Completes the application and approval process as described in the “Active Member” process.

3. Shall have full voting privileges and may be elected or appointed to any office after completion of 1-year membership in good standing.


6.3 Members Compliance with Law and Rules
All members, those desiring to become members, and those serving a probationary period, shall at all times comply with all Federal, State and Local laws and regulations, these Bylaws, and all Standard Operating Guidelines (SOGs), Standard Operating Procedures (SOPs), policies, directives and house rules of the NLFES. Any violation of this Section shall be subject to disciplinary action as deemed necessary and appropriate by the Board of Directors up to and including termination from membership. Any member on disciplinary or performance suspension shall not be considered a member in good standing.
 

6.4 Non-Discrimination
When considering an application for membership, the NLFES will not discriminate against anyone applicant on the basis of age, race, color, creed, national origin, sex, gender, financial status, disability (provided such disability does not prevent such person from performing his/her membership duties for the category of membership), or other category.

 

6.5 Resignation from Membership
Any member may resign at any time by giving notice of their resignation in writing to the Board of Directors of the NLFES at is principal place of business. All equipment furnished by the NLFES shall accompany a notice of resignation. Such resignation shall be effective upon receipt by the NLFES. Such resignation shall not relieve the member so resigning of the obligation to pay any accrued and unpaid dues, assessments, or other charges.
 

6.6 Members with delinquent debt
Any member not in good standing with any Fire Department due to outstanding debt or withholding of any company property, will be considered not in good standing of the department and be denied membership or face disciplinary review.
 

6.7 Members Upon Adoption of These By-Laws
Any current member in good standing of a legacy company, and who meets the background check criteria, shall be considered a member of the Northern Lebanon Fire and Emergency Services. Time of service from the primary legacy company will be added to the years of service of the Northern Lebanon Fire and Emergency Services.

 

 


ARTICLE 7 – ASSOCIATE CORPORATE MEMBERSHIP


7.1 Intent
If a neighboring emergency service non-profit corporation is interested in creating a new partnership with the NLFES, that non-profit corporation may petition the Board of Directors of the NLFES for Associate Corporate Membership.

 


7.2 Application Process
The applying organization shall apply in writing to the NLFES Board of Directors asking for Associate Corporate Membership. The letter shall be signed by the President, Secretary and Fire and/or Ambulance Chief and list the reasons for the request.
The letter of interest shall be given to the secretary of the NLFES who shall notify the Executive Board of its receipt and present it at the next regularly scheduled meeting.
When the report of the Board of Directors is submitted, the applicant shall then be balloted on. A majority of those corporation members present in person or be absentee ballot, shall elect or reject the application. The ballot may be cast with a show of hands vote. Members not able to attend the meeting shall be permitted to vote be written ballot by providing the Secretary with a signed statement containing their vote.
In the event a merger is anticipated or approved, a formal resolution will be included detailing asset allocation and will be subject to any necessary approval from the Courts.
All individual members of the applicant organization will be associate members of this corporation upon meeting the background check criteria. Their associate membership in this class will end if the organization resigns from or is removed from associate corporate membership.
If any organization member or organization applicant wishes to be a merger track applicant, a letter of support must be provided to this Corporation by the municipalities who are receiving primary services from the applicant. Said letter shall acknowledge the municipalities commitment to recognize this Corporation to provide services. Failure to obtain said letter is not cause to reject organization into membership.

 


7.3 Associate Corporate Member Relationship with the NLFES
1. The Associate Corporate Member shall not hold any office in the NLFES.
2. The Associate Corporate Member shall not have the ability to vote on any item in the NLFES.
3. The NLFES is not responsible for their fiscal affairs of the Associate Corporate Member.
4. The NLFES is not responsible for their legal affairs of the Associate Corporate Member.
5. The Associate Corporate Member shall send a duly appointed representative to all NLFES Executive Board meeting.
6. After a period not to exceed twelve (12) consecutive calendar months, the Associate Corporate Member shall either withdraw from the NLFES or both entities shall agree on a pathway to a full merger of the Associate Corporate Member into the NLFES.

 

 


ARTICLE 8 – APPLICATIONS


All candidates for membership, with the exception of Honorary Members, shall perform the following:
1. Complete and submit to the Board of Directors a membership application provided by the NLFES, together with a criminal background investigation release form, a child abuse check, occupational physical, drug test, and any other mandated state requirement, a driving record release form and school work papers if under the age of 18. 2. Each application shall be presented to the Membership Secretary (Chairman of the Membership Committee) to complete an interview and back ground check. 3. If the candidate successfully completes the application process, the Membership Secretary shall present the candidate to be elected into membership at a regular meeting in a probationary period for six (6) months. 4. If the candidate successfully completes the probationary period, the candidate shall then be elected into membership. 5. The decision of the Board of Directors to elect or not elect a member may be made for any lawful reason, and shall be final for a period of six (6) months. 6. Candidates not elected for any reason may re-apply six (6) months after their unsuccessful election.

 

 


ARTICLE 9 – OFFICERS OF THE NLFES


9.1 Board of Directors
The elected Board of Directors of the Company shall consist of the following:
1. The Board shall have a total of Six (6) members.
2. The Six members shall be members in good standing elected by the membership. a. One (1) person from each Legacy Company.

3. The officers of the Board of Directors shall be elected by the Board and include the following: a. President b. Vice President c. Recording Secretary

4. Fire Chief shall be a voting member of the Board of Directors, but may not hold a Board Administrative Office.


9.2 Appointed Administrative Officers
The Board of Directors shall appoint the following non-voting Administrative Officers:
Treasurer
Membership Secretary
Chaplain(s)
Fundraising


9.3 Elected Fire-Rescue Officers
The elected Fire-Rescue officers of the NLFES or Company shall consist of the following:
Fire Chief of NLFES
Deputy Fire Chief of NLFES
Assistant Fire Chief of NLFES
One Battalion Chief, One Captain One Lieutenant and one Engineer elected by each individual stations membership if appropriate.
One Fire Police Captain to be appointed by the Fire Chief annually as Fire Police Director
Fire Police, One Captain, One Lieutenant elected by each individual stations membership if appropriate.


ARTICLE 10 – NOMINATION OF OFFICERS


The following nomination process shall be followed:
1. The President of the Board of Directors, at the September meeting, shall appoint a Nominating Committee of five active members (one per station) to submit a list of qualified nominees for NLFES office.

 2. The list of qualified nominees shall be presented at the October Membership meeting.

 3. The President shall ask if there are additional nominations to be made from the floor and any member so nominated shall be added to the list of candidates, after which the Chairman shall close nominations.

4. If there are more than one candidate for an elected office a vote shall be taken by paper ballot at the November Membership meeting to affirm the winner between those seeking the respective office.

 5. If there is not more than one candidate for any elected office, the Recording Secretary shall cast a single vote on behalf of the candidate, which shall be final.

6. If there is not a qualified candidate for any position, then that position shall remain vacant.

 

 

 
ARTICLE 11 – OFFICER QUALIFICATIONS


1. Member of the Board of Directors
a. Two years as a NLFES member in good standing.
b. Years of Service as a member in a legacy organization shall be acceptable for the first election.


2. Officers of the Executive Board.
a. Two years as a NLFES member in good standing.
b. Years of Service as a member in a legacy organization shall be acceptable for the first election.


3. Treasurer
a. Two years as a NLFES member in good standing.
b. Years of Service as a member in a legacy organization shall be acceptable for the first election.
c. The Board of Directors may hire an accounting or financial professional to Assist the Treasure in this function.
d. All checks must be signed by Treasurer and one other Board of Director. In absents of the Treasure, two of three other authorized signers may sign the checks.
e. Shall be bonded to perform their duties.


4. Membership Secretary
a. Two years as a NLFES member in good standing.
b. Years of Service as a member in a legacy organization shall be acceptable for first election.


5. Chaplain
a. Two years as a NLFES member in good standing.
b. Years of Service as a member in a legacy organization shall be acceptable for first election.
c. The Board of Directors may appoint additional Chaplains as necessary.


6. Fire –Rescue Officer
All qualifications for all elected and appointed fire-rescue officers shall be identified and outlined in the Standard Operating Guideline (SOG) of the NLFES.

 

 


ARTICLE 12 - ELECTION OF OFFICERS


12.1 Election of Officers
The election of officers shall be by printed, paper ballot prepared by the Recording Secretary. The candidates receiving the simple majority of the votes shall be declared elected. Write-in votes shall not be counted. Board of Director level positions will be elected by all NLFES members eligible to vote. Station level positions will be elected by members of their respective station.


12.2 Election Time and Date
Election will take place during the Board meeting in November for the voted positions.
Election will take place during the Board meeting in December for the appointed positions.


12.3 Term of Office
All elected and appointed terms of office shall be One (1) year.


12.4 Absentee Ballots
Absentee ballots shall be issued by the Recording Secretary and must be returned to the Recording Secretary prior to the close of elections. They may be issued for personal illness or injury, death in family, employment, armed services, or upon written special request approved by the Executive Board.


12.5 Holding More Than One Office
Any Active or Life Member eligible to hold an office may not hold more than one elective office at the same time, does not apply Relief Association.


12.6 President’s Voting Privilege
The President shall not have voting privileges in any vote but shall have the responsibility of breaking all ties in the election; said tie breaker shall decide immediately.


12.7 Vacancy of Office
Any vacancy, be it elected or appointed, shall be filled by the Board of Directors and such person shall fill that vacant position for the duration of the term until the appropriate election and appointed process occurs.

 

 


ARTICLE 13 – DUTIES OF THE BOARD OF DIRECTORS


13.1 Composition of the Board
The Board of Directors shall consist of the following elected:
a. President b. Vice President c. Recording Secretary d. Two (2) Elected Board Members e. Fire Chief


13.2 Management of the NLFES
1. Except as specifically reserved to the membership under these Bylaws, the Board of Directors shall have the full power to conduct, manage and direct the business and affairs of the NLFES. All powers not specifically vested in the members by the law or under these Bylaws are granted to and vested in the Board of Directors.
2. The Fire Chief shall be responsible to the Board of Directors and shall manage all fire company personnel and activities, fire prevention, public education and fire and rescue activities.


13.3 Appointment of Committees
The Board of Directors shall also have the power to appoint all committees necessary to support the business and operational needs of the NLFES. All such committees shall provide reports to the Board of Directors Meeting of the NLFES.


13.4 Annual Budget
Board of Directors shall propose an annual budget, solicit feedback, and present for approval during the Board of Directors meeting in October and November, and vote in December by the general membership for final approval.


13.5 Emergency Purchase
The Board of Directors shall have the authority to make emergency purchases up to an amount of five thousand ($5,000.00).


13.6 Retention of Professionals and Consultants
The Board of Directors shall have the authority to secure professional service for the company including but not limited to financial, accounting and legal service, including services for the appointed position of Treasurer.


13.7 Expenditures
The President shall appoint three (3) directors plus Treasurer to sign a bank signature card, of which any two (2) shall be sufficient on all checks.


13.8 Internal Policies
The Board of Directors shall have the authority to regulate and adopt any policy, directive or house rules as deemed necessary for the efficient functional and operational needs of the NLFES.


13.9 Internal Investigations
The Board of Directors shall appoint an Investigation Committee to investigate any and all charges brought against any member of the NLFES and may pursue any appropriate action based upon the findings of the committee. Any member subject to such an investigation may appeal the outcome and decision to the Board for review and reconsideration after which the Board’s decision shall be final.


13.10 Executive Sessions
The Board of Directors shall have the ability to call for an Executive Session closed to the membership.


13.11 Board of Directors
The Board of Directors shall provide for the Treasurer, his/her bond, with sufficient security of the faithful performance of his/her duties.
13.12 Employees and Related Functions
The Board of Directors shall have the decision-making and final approval authority for all hiring and firing and related functions of employees of the company.

 

 


ARTICLE 14 – DUTIES AND RESPONSIBLITIES OF OFFICERS


14.1 Duties of the President
The President shall serve as the chairman and chief executive officer and preside at general and special meeting of the NLFES. The President shall have no vote, except in case of a tie, in which case the President shall cast the deciding vote.


14.2 Duties of the Vice President
In the absence of the President, the Vice-President shall assume the duties of the President


14.3 Duties of the Recording Secretary
The Recording Secretary shall provide the requisite notice to members of all regular and special meetings or other NLFES and maintain and manage all of the books and records of the company, including, but not limited to, minutes of all of the proceedings of the general membership and Board of Directors meetings and correspondence.


14.4 Duties of the Treasurer
The Treasurer shall be responsible for administering the receipt, custody and disbursement of all NLFES funds, including the creation of all of the financial books, sign all checks, records and contracts of the NLFES.


14.5 Duties of the Membership Secretary
The Membership Secretary, in conjunction with the Membership Committee, shall be responsible for administering the receipt, custody, and evaluation (including background check, occupational physical, drug test) of new member applications; the recommendation of such application and the recruitment and retention of new and current members. Shall provide all attendance for meeting and all other activities. The Membership Secretary shall provide all records to the Board of Directors.


14.6 Duties of the Chaplain
The chaplain(s) shall be responsible for the spiritual needs of the members of the NLFES; present a floral arrangement or stipend for ceremonies, contribution to a special fund, or other appropriate gesture to the family of the deceased member. The Board of Directors shall annually set the amount of this memoriam.


14.7 Leaving Office
Any Officer shall, upon leaving his/her office, transmit all property of the NLFES entrusted to his/her care, to his/her successor in office, free of all encumbrances, within fifteen (15) calendar days of leaving office. Any member shall, upon leaving, return all gear and property as well as settle all debts.

 

 


ARTICLE 15 – DUTIES AND RESPONSIBILITIES OF THE FIRE –RESCUE OFFICERS


Duties of the Fire-Rescue Officers
All duties and responsibilities of all elected and appointed fire-rescue officers shall be identified and outlined in the applicable Standard Operating Guidelines (SOG) of the Northern Lebanon Fire and Emergency Service.

 

 



ARTICLE 16 VIOLATIONS AND PENALTIES


16.1 Loyalty to Mission of NLFES
Any member interfering with any officer on duty, or commencing a quarrel with another member, making derogatory public comments regarding the NLFES (or any of its members, officers, Board or employees), committing any other offense which the Board of Directors deems will reflect unfavorably on the NLFES, or appearing visibly intoxicated while on duty, parade or in the engine house at any time whatsoever, shall be subject to disciplinary action. In addition to other types of public comments, it is also a violation of this Section when members make derogatory comments about the NLFES (or any of its members, officers, Board or employees) on any website, forum, blog and or chat room. The NLFES may utilize information it obtains from website forums, blogs, and or chat rooms in taking disciplinary actions against members for making derogatory comments about the NLFES. All members, regardless of classification, shall be of good moral character and must actively support the mission of the NLFES. Any member who denigrates the NLFES or communicates a position opposing the official position of the NLFES in speech or writing outside the membership of the NLFES may be reprimanded, suspended, or expelled firm membership, in accordance with these Bylaws.


16.2 Infractions, Disobedience and Neglect of Duty
Any member accused of a rule infraction, disobedience of order or neglect of duty shall appear before the Board of Directors at such time and place be set by Board of Directors. All charges shall be judged by the Board, whose decision shall be final. The name of any member who refused to meet at the time and place specified to answer charges shall be removed from the roll at the next regular meeting.


16.3 Private Inurement
No part of the net earnings of the Department shall inure to the benefit of, or be distributed to its members, directors, officers, or other private persons, except that the Department shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Department shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Department shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition of, any candidate for public office. Notwithstanding any other provision of these articles, the Department shall
not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code.)

 

 


ARTICLE 17 – AMENDMENTS


17.1 Notice to Members
Amendments to these Bylaws shall be proposed in writing by five (5) or more members and read (or given to the members to read) at a regular or special meeting of the Members. Such amendments shall be posted at least two (2) weeks before being discussed at the next meeting. Amendments shall be acted upon at the general meeting a minimum of one month from the time the amendments were first proposed


17.2 Membership Approval
At the meeting for the adoption of any amendments(s), the amendments(s) shall be read, posted, or distributed 30 days in advance, and upon approval of two-thirds (2/3) of eligible members who are present and voting at the meeting at which such a vote is taken. The amendment(s) shall then be read, posted, or distributed 30 days in advance at the next consecutive meeting and shall again receive an affirmative vote by two-thirds (2/3) of the eligible members who are present and at such time the amendment(s) shall become a part of these Bylaws.


17.3 Saving Clause
In the event any court ruling or law would invalidate any part of these Bylaws, the remaining Bylaws will remain in effect.

 

 


ARTICLE 18 – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES


18.1 Scope of Indemnification


1. General Rule.

Except as prohibited by law, the Company shall indemnify and hold harmless and Indemnified Representative from and against all Liability incurred in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason
of the fact that such person is or was serving in an Indemnified Capacity, or where the basis of such Proceeding is an alleged action or failure to take any action by an Indemnified Representative while acting in an Indemnified Capacity, subject, however, to the provision of Section 18.2 regarding Indemnification in a Proceeding commenced by an Indemnified Representative, and Section 18.5 regarding initiation of suit against the Corporation.


2. Definitions.

For purpose of this Article:
1. Indemnified Capacity means any and all past, present and future service by an Indemnified Representative in one or more capacities as an Officer, employee or agent of the Company.
2. Indemnified Representative means any and all Officers of the Company and any other person designated as an Indemnified Representative by the Board of the Company.
3. Liability means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to any employee benefit plan, or cost or expense, of any nature (including, without limitation, attorney’s fees and disbursements) actually and reasonably incurred ort paid by an Indemnified Representative in connection with any Proceeding.
4. Proceedings means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Company, a class of its security holders or otherwise, against an Indemnified Representative.


18.2 Proceedings Initiated by Indemnified Representatives
Notwithstanding any other provision of this Article, the Company shall not indemnify an Indemnified Representative for any Liability incurred in a Proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participate in as an intervener or amicus curiae on behalf of the person seeking indemnification unless such initiation of or participation in such Proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Board.


18.3 Advancing Expenses
Subject to limitations set forth in this Article, the Company shall pay the expenses (including attorneys’ fees and Disbursements, at a rate approved of by the Board of Directors) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding described in Section 18.1 or the initiation of or participation in which is authorized pursuant to Section 18.2 after receipt by the Recording Secretary of the Company of a request therefore stating in reasonable detail the expenses incurred, and further upon receipt by the Company of an undertaking by or on behalf of the Indemnified Representative to repay all amounts so advanced if and to the extent it is ultimately determined pursuant to Section 18.1 or 18.2 that such person is not entitled to be indemnified by the Company pursuant to this Article or otherwise.


18.4 Securing of Indemnification Obligations
To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company may maintain insurance, obtain a letter of credit, act as a self-insurer, create a reserve, grant a security interest in any assets or properties of the Company, or use any other mechanisms or arrangement whatsoever in such amounts, at such cost, and upon such other terms and conditions as the Board shall deem appropriate. Absence fraud, the determination of the Board with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and directors and shall not be subject to violability.


18.5 Arbitration


1. General Rule.

 Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Article, except with respect to indemnification for liabilities arising under the Securities Act of 1933 that the Company has undertaken to submit to a court for adjudication, shall be decided only by arbitration in the metropolitan area in which the principal executive officers of the Company are located at the time, in accordance with the commercial arbitration rules then in effect in Lebanon County, Pa., before a panel of three (3) arbitrators, one of who shall be selected by the Company, the second of whom shall be selected by the Indemnified Representative and the third of whom shall be selected by the other two arbitrators. In the absence of the Lebanon County Arbitration, or if for any reason arbitration under the arbitration rules of Lebanon County cannot be initiated, or if one of the parties fails or refuses to select an arbitrator or if the arbitrator selected by the Company and the Indemnified Representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Company and the Indemnified Representative have each been notified of the selection of the others’ arbitrator, the necessary arbitrator of arbitrator shall be selected by the presiding judge of the court of general jurisdiction in Lebanon County, Pa.


2. Burden of Proof.

The party or parties challenging the right of an Indemnified Representative to have the benefits of this Article shall have the burden of proof.


3. Effect.

Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Company shall be entitled to interpose as a defense in any such judicial enforcement proceeding any prior final judicial determination adverse to the Indemnified Representative under Section 19.1 in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.


18.6 Non Exclusive Nature and Extent of Rights
The rights granted by this Article: (1) shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of members or otherwise, (2) shall continue as to a person who has ceased to be an Indemnified Representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person, (3) shall be deemed to create contract rights in favor of each Indemnified Representative, and(4)shall be applicable to any Proceeding commenced after the adoption hereof, whether arising from acts or omissions arising before or after the adoption hereof. The rights provided in the Article may not be amended or repealed so as to limit in anyway the indemnification or the right to advancement of expenses provided for herein with respect to any act or omission occurring prior to the adoption of such amendment or repeal.

 

 


ARTICLE 19 – BOOKS AND RECORDS OF ACCOUNT; RIGHTS OF INSPECTION

 
19.1 Books and Records
The NLFES shall keep appropriate, complete and accurate books and records of account an shall also keep minutes of all of the proceedings of its members, Board of Directors meeting, and committees, as well as a record of the names and addresses of all members, including the classification, qualifications and voting status of each. All books and records of the NLFES shall be maintained at the NLFES principal office.


19.2 Audits
The NLFES shall annually have an audit/review performed on the financial books and records of the NLFES. The audit shall be performed by a certified public accountant that is qualified to examine the books and records of a nonprofit organization.


19.3 Right of Inspection by Member
All of the books and records of the NLFES, including the minutes of all of the proceedings of its members, Board of Directors meetings, committees, and membership list may be inspected by any member, in person or by agent or attorney, for any proper purpose at any reasonable time.

 

 


ARTICLE 20 – MISCELLANEOUS PROVISIONS


Whenever used in these Bylaws:
1. Written notice shall mean written notice addressed to a member at the address appearing upon the membership roster sent by First Class U. S. Mail.

 2. Affiliation shall mean having been or currently being a member in the NLFES or having been or currently holding a public office.

 

 


ARTICLE 21 – DISSOLUTION


21.1 Notification of Members
In the event the Department is to be dissolved or its functions or assets transferred to any other organization, all members shall be notified by a letter from the President of the Board of this proposed dissolution action, notifying them when and where a meeting will be held to vote on said proposal. This vote must be passed by two-thirds (2/3) of the members present, eligible to vote and voting at said meeting. For a point of clarification, all members in good standing shall be eligible to vote on this proposal and not be subject to the provisions in other Sections of this document dealing with voting privileges. The proposal shall include, among other things, provisions for the disposition of any assets, and an authorization for an officer or individual member to take all steps necessary to execute this dissolution and disposal of assets.


21.2 Distribution of Assets
Upon the dissolution of the Department, assets shall be distributed for one (1) or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to federal government, or to a state or local government for public purpose. Any such assets not so distributed shall be disposed of by the Court of Common Pleas of the County in which the principal office of the organization is the located, exclusively for such purposes or to such organization of organizations, as said Court shall determine, which are organized and operated exclusively for charitable purposes.


CERTIFICATION


I hereby certify these to be the true and correct Bylaws of the Northern Lebanon Fire and Emergency Services entered into and accepted this ______day of ______________, 2016.


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Recording Secretary