Houston Fire Museum By-Laws

1.1 The legal name of the organization shall be the Houston Fire Museum, Inc., a nonprofit organization under the statutes of the State of Texas, and located at 2403 Milam Street, City of Houston, County of Harris, State of Texas. The Houston Fire Museum, Inc. may also be referred to in this document and elsewhere by the following names: Museum and HFMI.

1.2 Filings with the State of Texas for incorporation and tax exemption are identified as Chapter Number 526522; Basis: Tax Code Section 171.057;

ARTICLE 2 Purpose

2.1 The primary purpose of the Houston Fire Museum shall be to educate Houston and surrounding communities on the importance of fire and life safety and the history and evolution of the fire service. The Museum's purpose shall be fulfilled through preserving, perpetuating and interpreting the history and evolution of the fire service in the greater Houston Area (including the Houston Fire Department, Harris County Fire Departments, and any other departments and fire service organizations historically represented in the greater Houston area) and its relationship to service throughout the world. The Museum will provide education to Houston and surrounding communities and to all constituents of the institution through the acquisition, identification, preservation, and display of fire service apparatus, ancillary equipment and artifacts representing the historic, international evolution of the fire service, primarily in the greater Houston area.

2.2 This organization shall be nonpolitical and shall not be used for the dissemination of partisan or sectarian principles.

ARTICLE 3 Membership and Dues

3.1 The criteria for membership in the Museum, categories of membership, rate of dues, schedule of payment of dues, voting eligibility for each membership category, and all other particulars and benefits of membership shall be determined and established by the Board of Trustees.

3.2 The Board of Trustees shall have sole authority to determine the use of funds derived from membership dues.

3.3 An "active" member of the Museum, as referred to hereinafter, shall be such member whose dues payment is current and who belongs to a category of membership that has voting eligibility.

ARTICLE 4 Membership Meetings

The annual meeting of members of the Museum shall be held once each year at a time and place determined by the Board of Trustees. Written notification shall be mailed or otherwise appropriately dispatched to all active members of the Museum at least thirty (30) days in advance of the date appointed. The final vote tally for election of Trustees shall be announced and certified at this meeting.

4.2 SPECIALLY CALLED MEETINGS

Interim specially called meetings of the membership of the Museum may be called at the discretion of the President of the Board of Trustees, and shall also be called upon the written request of one-third of the totally filled positions of the Board of Trustees, rounded to the next whole number. Written notification of the time, place and agenda of specially called meetings shall be mailed or otherwise dispatched to all active members of the Museum at least thirty (30) days in advance of the date appointed. No business, other than that set forth on the published agenda, shall be considered for action at the specially called meeting.

ARTICLE 5 Board of Trustees

5.1 COMPOSITION

The Board of Trustees shall consist of the following:

5.1.1 President

5.1.2 Vice President

5.1.3 Secretary

5.1.4 Treasurer

5.1.5 Executive Director (ex-officio, nonvoting)

5.1.6 Twenty nine (29) active members elected as hereinafter provided

5.1.7 Houston Fire Chief (ex-officio, nonvoting)

5.2 NOMINATIONS FOR ELECTION TO THE BOARD

5.2.1 Any active member may submit in writing to the Nominating Committee the name of any active member for the office of Trustee. Such nomination shall be reviewed by the Nominating Committee, but advancement of any nomination shall be left to the discretion of the Committee.

5.2.2 Recognizing the importance of vocational diversity within the Board of Trustees, nominations for each annual slate [consisting of eleven (11) positions] shall represent a wide range of vocations present in the community. The Nominating Committee shall identify the vocations applicable to the annual slate and submit the list to the Board of Trustees prior to receiving names for nominations each year. The Board shall have authority to amend the list of vocations.

5.3 TRUSTEES ELECTIONS

5.3.1 The Board of Trustees shall have responsibility to determine the methods to be employed in conducting annual elections. Such determination shall be officially adopted prior to the distribution of ballots.

5.3.2 Candidates for elective Trustees shall consist of a list of active members submitted by the Nominating Committee to, and approved by, the Board of Trustees prior to distribution of ballots and the annual meeting.

5.3.3 Each "active member" shall be entitled to vote for a candidate for each place. Eleven (11) candidates with the highest vote tally shall be declared elected as trustees each year. Election shall be by written ballot. No name shall be placed in nomination by the Nominating Committee without the prior consent of the nominee. Write-in candidates shall not be accepted.

5.3.4 If adopted by the Board of Trustees, "mail-in ballots" shall be provided through a general mailing to all Museum members at least twenty (20) days before the Annual Meeting. All ballots shall have control numbers affixed to verify the distribution and voter response. Should a ballot form be photocopied, the earliest postmark shall rule in cases where the same control number appears on more than one voter response. All others having the same number shall not be counted.

5.3.5 The President of the Board of Trustees shall appoint an independent Ballot Tabulation Committee, including its Chairperson. The Committee shall be composed of not less than three (3) persons to tabulate the ballots cast, and no member of the Board of Trustees may serve on this Committee. The Committee shall be responsible for receiving ballots and for securing ballots cast until after having been certified at the Annual Meeting.

5.3.6 Results of balloting for positions on the Board of Trustees shall be announced and certified at the Annual Meeting and thereafter published in the Leather Bucket.

5.4 TERM OF OFFICE FOR TRUSTEES

5.4.1 The term of office of each of the Trustees elected shall be three (3) years. One-third of the Trustees (11) shall stand for election annually, thus creating a term class which expires each year.

5.4.2 No Trustee shall serve for more than nine (9) continuous years on the Board.

5.5 TRUSTEE VACANCIES

In the event there is an insufficient number of candidates standing for election, the Board of Trustees shall fill the vacancies by appointment. Interim vacancies on the Board of Trustees may be filled by majority of the remaining Board members pending expiration of the term for which the vacating Trustee was elected.

5.6 TRUSTEE MEETINGS

5.6.1 The Board of Trustees shall meet monthly on a regularly scheduled day and hour approved by mutual consent of the board. Any date or time change shall be approved by the Board. Notification for regularly scheduled meetings of the Board shall be sent to members of the Board at least ten (10) days in advance of each meeting. Regularly scheduled meetings of the Board shall be conducted according to Roberts Rules of Order, Newly Revised.

5.6.2 SPECIALLY CALLED MEETINGS

5.7 TRUSTEE DUTIES

The duties and responsibilities of the Trustees in the management and direction of the Museum shall be to establish and approve policies for conducting Museum business, approve the annual budget, and manage its property and other affairs, subject to such restrictions, if any, as may be imposed by law, the Articles of Incorporation, or these Bylaws.

5.8 TRUSTEE REMOVAL

Any trustee who is absent from three consecutive meetings, or who has been proven or has pleaded guilty of any felony or other crime involving moral turpitude, may be removed by a majority vote of the Trustees present at any regularly or specially called meeting of the Board of Trustees.

ARTICLE 6 Officers

President

Vice President

Secretary

Treasurer

6.2 OFFICER ELECTION

The Board of Trustees shall elect, pursuant to Article 10, the Officers of the Museum at its first meeting following the election of Trustees at the Annual Meeting. Officers shall be selected from the members of the Board. The term of office of each elected Officer shall be one year, and Officers shall be eligible for re-election.

6.3 OFFICE VACANCIES

Vacancy in any elected office, except that of the President, shall be filled by majority action of the Board of Trustees. A vacancy in the Office of President shall be filled by the Vice President until the first Board of Trustees meeting following the next Annual Meeting.

ARTICLE 7 Duties of Officers

The duties of the respective Officers shall be as follows:

 7.1 PRESIDENT

7.1.2 Shall appoint, with approval of the Board of Trustees, five (5) Trustees to serve on the Executive Committee.

7.1.3 Shall preside at all meetings of the Museum membership, Board of Trustees and Executive Committee.

7.1.4 Shall appoint chairpersons of all standing and special committees except as hereinafter provided.

7.1.5 Shall appoint a Parliamentarian with the approval of the Board of Trustees.

7.1.6 Shall serve ex-officio on all committees.

7.2 VICE PRESIDENT

7.2.2 The Vice President shall assist the President when called upon.

7.3 SECRETARY

7.3.2 Shall assist the President in preparation of agendas for meetings.

7.3.3 Shall notify the Board of Trustees and Executive Committee of meetings within the aforementioned time constraints, and shall mail copies of minutes to the members of the Board of Trustees and the Executive Committee.

7.3.4 Shall keep a record of all bylaws amendments and committee reports.

7.3.5 Shall assist the President with regard to correspondence for the Museum.

7.3.6 Shall be the custodian of all records pertinent to the well-being of the Museum. However, the permanent location of the records shall be the Museum.

7.4 TREASURER

7.4.2 Shall issue and sign checks in payment of bills.

7.4.3 Shall keep accurate financial records, ledgers and files.

7.4.4 Shall prepare and submit monthly reports to the Executive Committee, and the Board of Trustees, an annual financial report, and such other reports as may be required for legal, tax and operational purposes.

7.4.5 Shall perform all other duties imposed by the Board of Trustees relating to financial matters of the Museum.

ARTICLE 8 Executive Committee

8.1 COMPOSITION

The Executive Committee membership shall be composed of the following:

8.1.1 President

8.1.3 Secretary

8.1.4 Treasurer

8.1.5 Executive Director (ex-officio, nonvoting)

8.1.6 Five (5) Trustees appointed by the President

8.2 EXECUTIVE COMMITTEE MEETINGS

8.3 EXECUTIVE COMMITTEE DUTIES

8.3.1 Shall make recommendations to the Board of Trustees.

8.3.2 Shall act on behalf of the Board of Trustees as needed between meetings, subject to ratification at the next regular Board meeting.

8.3.2 Shall counsel the President through advice and consent with respect to all activities of the Museum.

ARTICLE 9 Executive Director

9.1 The Executive Director shall be the Administrative and Executive Officer of the Museum, and shall be responsible for the overall management and direction of the Museum's operations according to policies established and approved by the Board of Trustees for its business, property and affairs.

9.2 The Executive Director shall be responsible for preparation of the annual budget, be empowered to authorize and implement expenditures under the Board approved budget, and be responsible for supervising and approving all expenditures under the budget.

9.3 The Executive Director shall be responsible for the implementation and supervision of all Museum programs and all Museum functions and activities.

9.4 The Executive Director shall have the authority to employ personnel for the Museum as authorized by the Board of Trustees, and to terminate the employment of such personnel subject to compliance with personnel policies established and approved by the Board of Trustees.

9.5 The Executive Director shall customarily be the Convention and Conference Delegate to affiliated organizations of the Museum, and other events mutually agreed to between the Executive Director and the Board of Trustees.

ARTICLE 10 Nominating Committee

10.1 NOMINATING COMMITTEE ELECTION

A Nominating Committee shall be elected by the Board of Trustees at its first meeting following the Annual Meeting to serve for the ensuing year.

10.2 COMPOSITION OF COMMITTEE

10.2.1 The Committee shall consist of a Chairperson, who shall be a Trustee, and four (4) other active members of the Museum, at least two of whom are not Trustees.

10.2.2 No Trustee, who will be eligible for nomination at the next annual election of the Museum, shall serve on the Nominating Committee.

10.3 NOMINATING COMMITTEE DUTIES

10.3.1 The Committee shall discharge functions hereinbefore and set forth in the selection of Trustees of the Museum.

10.3.2 The Committee shall nominate active members for any vacancies to be filled by the Board of Trustees. Nominations for any vacancies may also be made from the floor at a Board of Trustees meeting.

10.3.3 The Committee shall present a slate of nominees of Officers at the first meeting of the Board of Trustees after the Annual Meeting. Additional nominations may be made from the floor at this Board meeting. No person may be nominated who has not agreed to serve.

10.3.4 The Committee shall keep records of all its meetings.

ARTICLE 11 Committees

11.1 Chairpersons of both standing and special committees, except as hereinafter provided, shall be appointed by the President and shall serve at the pleasure of the President. Committees shall conduct their activities in accordance with these bylaws, Robert Rules of Order, Newly Revised, and instructions from the president and Board of Trustees.

11.1.1 Standing Committees. Standing committees shall consist of:

Finance Committee (12.1)

Nominating Committee (12.3.1)

Personnel Committee (15.1)

11.1.2 Standing committees may be established by the Board of Trustees to perform functions necessary to carry on regular operations of the Museum and to further long-term goals and objectives of the Museum.

11.2.1 Special Committees. Special committees may be established by the Board of Trustees for a specific purpose, case, or situation at hand in the interest of the Museum.

ARTICLE 12 Fiscal Accounting

12.1 FISCAL YEAR

The fiscal year of the Museum as approved by the Internal Revenue Service has been established as April 1 through March 31 of the following calendar year. The books of Accounting shall be examined by the Finance Committee at least once each year prior to an independent audit as may be authorized by the Board.

12.1.1 Exemption from Federal Income Tax granted under Section 501 (c) (3) of the Internal Revenue Code, July 1980, and classified as an organization described in Section 509 (a) (2).

12.2 CHECK SIGNATORIES

No checks shall be issued unless signed by two (2) persons designated for that purpose by the Board of Trustees, except certain imprest accounts and other accounts authorized by the Board of Trustees where the Board of Trustees specifically authorizes one signature.

12.3 FINANCE COMMITTEE

12.3.1 APPOINTMENT. Three (3) members, including the chairperson, shall be appointed by the President, none of whom shall be involved in the keeping of books or records of the Museum, nor the receiving or disbursement of funds. These appointments shall be made immediately after the election of Officers.

12.3.2 DUTIES AND RESPONSIBILITIES. Members of the Finance Committee shall examine the books of the Museum immediately upon assuming their duties, and as often thereafter as they deem necessary.

12.3.2.1 The Committee shall make a report to the Board of Trustees at each Board meeting.

12.3.2.2 The Finance Committee shall examine all receipts, disbursements and inventories necessary to account for all monies of the Museum.

12.3.2.3 The Finance Committee shall review the annual budget and make their recommendations relating to its adoption to the Board of Trustees.

12.3.2.4 All disbursements not approved in the budget shall be referred to the Finance Committee for recommendations.

12.3.2.5 The Treasurer, Executive Director, and Museum staff shall make all books, records and financial statements available to the Finance Committee, and present at meetings when requested by the Committee.

12.3.2.6 The Treasurer shall furnish monthly financial statements to the Finance Committee throughout the year.

ARTICLE 13 Quorum and Parliamentary Authority

13.1 QUORUM

13.1.1 Twenty-five (25) active members of the Museum shall constitute a quorum for meetings of the Museum's membership.

13.1.2 One-third of the voting members of the Board of Trustees shall constitute a quorum for meetings of the Board of Trustees.

13.1.3 Five (5) voting members of the Executive Committee shall constitute a quorum for meetings of the Executive Committee.

13.2 PARLIAMENTARY AUTHORITY

In all respects not otherwise specifically provided by these bylaws, Roberts Rules of Order, Newly Revised, shall be accepted as procedural authority.

ARTICLE 14 Trustee Compensation

14.1 No Trustee shall be a salaried employee of the Museum and no member of the Board of Trustees shall receive compensation for serving as a Trustee. However, nothing herein contained shall be construed to preclude any Trustee from serving the Museum in a non-Trustee capacity and receiving reasonable compensation for such services or from receiving expense reimbursement for official duties representing the Museum, provided prior approval has been authorized by the Board of Trustees.

ARTICLE 15 Terms of Employment of Museum Staff

15.1 All museum staff positions other than Executive Director and Curator shall be "at will employment" by the Museum.

ARTICLE 16 Amendments

16.1 These Bylaws may be amended by a majority vote of the total voting members of the Board of Trustees at any regular meeting. The proposed amendment shall be mailed to all Board members at least thirty (30) days in advance of the regular meeting at which the amendment is to be submitted for vote.

ARTICLE 17 Dissolution

17.1 Upon dissolution of H.F.M.I, its assets shall be distributed exclusively to charitable organizations having purposes similar to the corporation and qualified under Section 501 (c) (3) of the Code, or corresponding provisions of any subsequent federal tax laws. The amount of such distribution and the organization or organizations to which such distribution is made shall be determined by the Board of Trustees.