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                                      City of Parma Community Emergency Response Team

                                                                         BYLAWS

                                                 An Ohio Based Not-for-Profit Corporation

                                                             Revised September 2008

Article I     -     Name of Organization

The Legal name of the Organization shall be known as Parma CERT (Community Emergency Response Team) Inc..

Article II     -     Goals / Objectives

The goals and objectives of the Organization shall be as follows:  The purpose of this Corporation shall be support and direction of training and education in disaster planning and preparedness, training exercises, increased community awareness of disaster preparedness, assistance to government agencies that request volunteer services in any capacity; contact with other Emergency Management related organizations.

Article III     -     Organization

Parma CERT (Community Emergency Response Team) Inc. will not be conducted for profit and no part of any net earnings or donations shall go for the benefit of any member, director, officer or private person.  The Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the Goals and Objectives of the Organization as set forth in Article II.  No part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in, including the publishing or distribution of statements of any political campaign on behalf of or in opposition to any candidates for public office.  Notwithstanding, any other provision of these Bylaws, the Organization shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article IV     -     Bylaws

The members of Parma CERT (Community Emergency Response Team) Inc. shall adopt this set of Bylaws to assist in carrying out the objectives of the Organization.  If any member feels that these Bylaws need to be revised, they may petition in writing, in accordance with Article XIII, herein.

Article V     -     Rules of the Organization

The Organization Committee will establish a set of rules as to all training and operational procedures.  These rules can be established and amended by approval of the Organizational Committee.

Article VI     -     Membership

Section A   -   Members

Membership is open to anyone desiring to volunteer their time.  Applicants shall be admitted to membership on making application in writing and upon approval of the application by the Organizational Committee.

Section B   -   Limits on Personal Liability

No member of this Organization shall be personally liable for any of it's debts, liabilities or obligations, nor shall any member be subject to any assessment except as provided within the Bylaws.

Article VII     -     Termination of Members

Section A   -   Resignation / Expulsion

Resignation or expulsion shall terminate membership in Parma CERT (Community Emergency Response Team) Inc.  Any member may resign from Parma CERT (Community Emergency Response Team) Inc., upon written notice to the Organizational Committee.  Such members must surrender the Parma CERT issued identification cards and equipment.  Non participation (defined as not participating ini two or more events, one being a training exercise) in the Parma CERT activities for a period of twelve (12) months shall cause the member to be moved to a resereve status.  Members in reserve status  will turn in their equipment, however would be able to attend trainiing sessions, meetings, callouts and any other CERT Activities.  They may reapply for active membership when they are able to fully participate.

Section B   -   Disciplinary Action

The Organizational Committee on a majority vote may consider any member for expulsion.  When considering expulsion, the key issue shall be given consideration in accordance with the policies and procedures of the Organization.  Said member shall have the right to speak in his / her own behalf.  Expulsion of a member requires a vote of at least two thirds (2/3) of the Organizational Committee.

Section C   -   Suspension

By approval of the Organizational Committee, a member may be suspended rather than terminated.  No member may be suspended more than thirty (30) days in any six month period.  When considering suspension, the issue shall be given consideration in accordance with the policies and procedures of the Organization.  Said Member shall have the right to speak on his / her own behalf.  A suspension shall commence upon a minimum of two thirds (2/3) vote of the Organizational Committee.

Article VIII     -     Meetings

Organizational Committee meetings shall be held monthly at a place to be determined by the Organizational Committee.  Minutes of board meetings shall be available for review by the members upon request.

Article IX     -     Voting

Section A   -   Eligibility to Vote

Each member of the Organizational Committee shall be entitled to one vote.  A member who is entitled to vote is also called a voting member.

Section B   -   Quorum for Member Meetings

A quorum for any business consists of at least three members of the Organizational Committee.

Section C   -   Removal from the Organizational Committee

A vote of approval of fifty percent (50%) plus one (1) is required to remove any member of the Organizational Committee.

Section D   -   Voting on Amendments

A two thirds (2/3) vote of approval of voting members present or by absentee ballot is required for amendments to the bylaws.

Section E   -   Proxy Voting

Voting by proxy is prohibited.

Article X     -     Member Conduct and Implied Representation of City of Parma Community Emergency Response Team, Inc.

Parma CERT shall establish rules and regulations.  Violations of these rules and  regulations shall result in corrective action to be determined by the Organizational Committee.

Article XI     -     Organizational Committee

The Organizational Committee shall manage the affairs of the Organization.  The total number of members of the Organizational Committee shall be a minimum of five (5).  Members will handle Business Liaison, Communications, Financial, Logistics, Recruitment and Training.

The Busines Liaison Chair shall be responsible for attending monthly Chamber of Commerce Meetings and develop business relationships to aid the development of Parma CERT.

The Communications Chair shall be responsible for all correspondence, written and electronic from Parma CERT, maintenance of www.parmacert.com, building relationships within the media to promote Parma CERT and working within the City of Parma to promote Parma CERT.

The Financial Chair shall have custody and care of all money, funds, and securities of the Organization in and with such depositories as the Organizational Committee shall from time to time direct.  He or She shall keep all books of accounts relating to the business of Parma CERT and shall pay all bills.  All expenditures whether for the purpose of paying bills or making purchases, shall be made only after approval by the Organizational Committee.  The Financial Chair shall have authority to spend $500.00 without further approval based on a vote of the general membership.  His or Her books shall at all times be open to inspection by any member, and He or She shall report to them at every general meeting the condition of the Organization's Finances and every item of receipt or payment not before reported.  He or She shall give an annual summary report of the Organization's financial dealings for the previous year.  He or She shall perform other duties as determined by the Organizational Committee.

The Logistics Chair shall be responsible for maintaining an inventory of equipment belonging to Parma CERT, disbursing equipment to members and documentation of such, as well as the maintenance of all radio equipment belonging to Parma CERT.  The responsibility for setup and tearing downfor any event will also fall under the Logistics Chair.

The Recruiting Chair shall be responsible for promotion of Parma CERT, by developing and maintaining a speaker's bureau and the development of all recruiting of new Parma CERT members.

The Training Chair shall work with the Coordinator to update current training curriculum and implement new training opportunities.


All actions of the Organizational Committee shall be by majority vote of all directors present at the meeting unless otherwise provided in these bylaws.  There must be a quorum of at least four members present in order for the Organizational Committee to hold a meeting.  Any member of the Organizational Committee who has two unexcused absences in a six month period shall be given a letter of intent.  If no response, the member can be replaced by the Committee.

A Vacancy on the Committee may be filled by the Organizational Committee.

Article XII     -     Organization Year

Section A   -   Fiscal Year

The Organization's fiscal year shall begin on the first day of January and end on the last day of December.

Section B   -   Official Year

The Organization's official year shall begin on the first day of January and end on the last day of December.

Article XIII     -     Amendments

Subject to  the power of the members of this Organization to adopt, amend or repeal the Bylaws of this Organization and except as may otherwise be specified under provision of law, these Bylaws, or any of them, may be alterred, amended or repealed and new Bylaws  adopted by approval of the Organizational Committee.  An amendment may also be proposed under an initiative petition, by the voting members, with a minimum of ten (10) voting members supporting the petition.  Such petition shall be given one reading and discussion period prior to voting at the next general or special meeting.  A special meeting may be called within three (3) days notice to voting members.

Article XIV     -     Dissolution

The Organization may be dissolved at any time by the written consent of not less than two thirds (2/3) of active membership.  In the event of dissolution of the Organization, whether voluntary or involuntary of by operation of the law, none of the property of neither the Organization nor any proceeds thereof, nor any assets of the organization shall be distributed to any members of the Organization.

After payment of the debts of the Organization, the Organizational Committee shall distribute it's property and assets for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding sections of any future tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XV     -     Elections of Organizational Committee Members

The Elections of the Organizational Committee members shall be held on the first General / Member meeting in January, beginning in January, 2007.  The Organizational Committee members shall be elected by the City of Parma CERT Members for a term of three years.  Nominations for the Organizational Committee Chairs shall be held at the first General / Member meeting in October.

We, the undersigned, acting as the Organizational Committee for Parma CERT, approve the above documented bylaws for Parma CERT this 16th day of September, 2008.

Eugenia Bednar                                                                            Dennis Gerlich

Karen Gluntz                                                                                 William Kesman    

Brian Riegel                                                                                  Kathy Stiokis

Dave Zeil                                                                                                                                                 


 
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