1. Incorporation
2. Head Office
3. Seal
4. Interpretation
5. Powers
6. Membership
7. Dues and Fees
8. Board of Directors
9. Zone Representatives
10. Election and Term
11. Attendance of Board Members
12. Vacancies
13. Committees
14. Officers
15. Executive Director
16. Duties
17. Remuneration of Directors
18. Travel and Other Expenses
19. Meetings
20. Adjournments
21. Quorum
22. Voting
23. Rules of Order
24. Notice
25. Error or Omission in Notice
26. Execution of Documents
27. Books and Records
28. Fiscal Year
29. Financial
30. Borrowing
31. Audit
32. Professional Conduct
33. Amendment of Constitution
34. Appendix A: Rules of Behaviour

1. Incorporation

The Association shall be incorporated under the laws of the Province of Ontario as a Corporation without Share Capital to promote management excellence for fire, emergency services and life safety. 

2. Head Office

The location of the Head Office of the Corporation shall be determined by the Board of Directors.

3. Seal

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

4. Interpretation

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

5. Powers

The affairs of the Corporation shall be managed by the Board of Directors who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation that are not by the bylaws or any special resolution of the Corporation or by statute expressly directed or required to be done in some other manner.

6. Membership

Application for membership shall be by form as prescribed by the Board of Directors.   There shall be six classes of membership in the Corporation:

Active Member: Persons eligible for membership in the Corporation as active members shall be:  Chiefs, Assistant Chiefs, Deputy Chiefs, Assistant Deputy Chiefs, Platoon Chiefs, Battalion Chiefs, District Chiefs, and Division Chiefs or Directors of any fire department in the Province of Ontario, providing such individual does not hold active membership in any association or union that represents fire-fighters in collective bargaining matters.

Associate Member:  Persons eligible for membership as Associate Members shall be all those whose contribution to the Fire Service would be considered beneficial to the Corporation. Associate membership shall be conferred by the Board of Directors in accordance with policies approved by the Board of Directors.

Life Member: Life membership may be conferred by the Board of Directors upon members on their retirement, provided that they have at least a total of eight consecutive years in good standing in the Corporation or its predecessor, whose participation as a member of the Board of Directors or the Executive Committee, or as an Officer of the Corporation or Chair of any Committees, and significantly contributed to the improvement of this Association and the Fire Service in general.

Honourary Member: Honourary Membership may be conferred by the Board of Directors upon a person who is not eligible for Life Membership, but who has rendered outstanding service to the Association.

Sustaining Member: Sustaining Members shall be persons, firms, corporations or manufacturers of fire fighting or safety equipment or apparatus.

Retired Member: Retired membership shall be conferred by the Board of Directors upon members on their retirement provided that they have at least a total of eight consecutive years in good standing with the Corporation or its predecessor.

Member Entitlement: Only Active Members shall be entitled to vote at General Meetings of members or hold office on the Board of Directors.

7. Dues and Fees

Members of the Association, other than Life and Honourary Members, shall pay annual fees fixed from time to time by a 2/3 majority vote of the Directors.

All membership fees shall be paid in advance of the Annual Meeting.  Any members delinquent in the payment of fees on the date of the Annual Meeting will not be entitled to vote on matters raised at the meeting.  Any members delinquent in the payment of fees subsequent to the Annual meeting shall have their member privileges revoked and their membership suspended.

8. Board of Directors

The affairs of the Corporation shall be managed by a Board of 13 Directors comprised as follows:  Immediate Past President, President, First Vice-President, Second Vice-President, Third Vice President, Treasurer, and seven Directors.  Directors shall be Active Members at the time of election and shall be representative geographically and of the various kinds of fire departments. 

Seven of the Directors shall form a quorum for the transaction of business.  In the absence of a quorum, the Board of Directors may continue to meet, and its decisions ratified by confirming motion at the next meeting at which a quorum is present.

9. Zone Representatives

There shall be 10 zone representatives representing 10 geographic zones in the province as follows:

Zone 1: The municipalities in and including the Counties of Essex, Lambton, Middlesex, Elgin and Oxford and the Municipality of Chatham-Kent.

Zone 2: The municipalities in and including the Counties of Brant, Haldimand and Norfolk, the municipalities in and including the Regional Municipality of Niagara, and the City of Hamilton.

Zone 3: The municipalities in and including the Counties of Bruce, Huron, Grey, Perth, Wellington, Dufferin, and Simcoe, and the municipalities in and including the Regional Municipality of Waterloo.

Zone 4: The municipalities in and including the Regional Municipalities of Halton, Peel, York, and Durham, and the City of Toronto.

Zone 5: The municipalities in and including the Counties of Northumberland, Haliburton, Hastings, Peterborough and Prince Edward, and the City of Kawartha Lakes.

Zone 6: The municipalities in and including the Counties of Lennox and Addington, Renfrew, Lanark, and Frontenac, the municipalities in and including the United Counties of Leeds and Grenville, Stormont Dundas and Glengarry, and Prescott and Russell, and the City of Ottawa.

Zone 7: The municipalities in and including the District of Muskoka, and the municipalities in the Districts of Parry Sound and Nipissing.

Zone 8: The municipalities in the Districts of Algoma, Cochrane, Timiskaming, and Manitoulin, and the City of Greater Sudbury.

Zone 9: The municipalities in the District of Thunder Bay.

Zone 10: The municipalities in the Districts of Kenora and Rainy River.

10. Election and Term

Prior to each Annual General Meeting, the Board of Directors shall appoint a Chief Returning Officer and Deputy Returning Officer to conduct elections for the Board of Directors in accordance with policies and procedures approved by the Board of Directors.

Each Director and zone representative shall be elected to hold office until the first annual meeting after he/she shall have been elected or until his/her successor shall have been duly elected and qualified. The whole Board and all zone representatives shall be retired at each annual meeting.  The Directors will be elected by a vote of eligible members at the annual meeting.  The Zone Representatives will be elected by a vote of the eligible members at the annual meeting from the respective zones. The elected officers and zone representatives will officially take office after being sworn in, which should occur during or immediately following the annual meeting.

11.  Attendance at Board Meetings

A Board Member must attend 50% of the regularly scheduled Board meetings. Should the Board member not attend the required meetings he/she shall not be eligible for re-election to the Board in the upcoming year. After a one year absence the member shall once again be eligible for election to the Board of Directors.

12.  Vacancies

Vacancies on the Board of Directors, however caused, may be filled by the Directors from among the qualified members of the Corporation.  If a Director other than the President ceases to be eligible, he/she shall resign from the Board immediately if the next annual meeting is more than six months in the future, or may serve until the next annual meeting (if less than six months) and then resign.  If the office of the President becomes vacant, the First Vice-President shall automatically become the President to serve until the next Annual General Meeting.  If the office of First Vice-President becomes vacant, the Second Vice-President shall automatically become the First Vice-President to serve until the next Annual General Meeting.  In the event of simultaneous vacancies in the offices of President and First Vice-President, the first Past President, who is an Active Member, shall become Acting President until the next Annual General Meeting. The vacancy of a Past President shall be filled by a previous Past President who is an active member. Zone Representative vacancies will be filled by appointment of the Board.

13. Committees

Executive Committee: The Executive Committee shall be comprised of the President, the First, Second and Third Vice-Presidents, the Treasurer, and the Immediate Past President.  The Executive Committee shall review advocacy, administrative, governance, financial and personnel issues and report on same to the Board of Directors. The Executive Committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.  A majority of the members of the Executive Committee shall constitute a quorum.

Nominating Committee: The Board of Directors shall annually appoint a Nominating Committee at the meeting of the Directors immediately following the annual meeting each year.  The Nominating Committee shall report to the following year’s annual meeting its nominations for 13 Directors.  The methods used to solicit and accept nominations, including the forms to be used, the conditions pertaining to the acceptance of nominations, the timing of nominations, and any other rules or procedures pertaining to the nominations process shall be established and amended from time to time by the Board of Directors.  Any provision related to nominations and adopted by the Board of Directors shall be sent to all Members of the Corporation within 60 days of its adoption by the Board.

Standing Committees: The Board of Directors shall annually appoint the Standing Committees of the Association:  a Member Services Committee, a Legislative Committee, an Education Committee and a Fire Services Committee.  The Board of Directors shall establish the composition and Terms of Reference for such Committees.  The President shall be an ex officio member of all Standing Committees.

Special Committees: The Board of Directors or President may from time to time appoint special committees composed in whole, or in part, of Directors, Zone Representatives, members or non-members.  The Board shall establish the composition and Terms of Reference for such Committees.  The President shall be an ex officio member of all Special Committees.

14. Officers

There shall be a President, a First Vice-President, a Second Vice-President, a Third Vice-President, an Immediate Past President and a Treasurer, and such other officers as the Board of Directors may determine from time to time.  The officers of the Corporation shall be Directors of the Board and elected as officers by the Active Members of the corporation at the Annual General Meeting of members.

15. Executive Director

The Board of Directors shall from time to time appoint an Executive Director and delegate to him/her the full powers to manage and direct the business of the Corporation except such business as must be transacted by other officers, by the Board of Directors, or by the members.  The Executive Director shall conform to all lawful orders given by the Board of Directors and such matters and duties as are contained in the bylaws of the Corporation.  The Executive Director shall at all reasonable times give to the Directors, or any of them, all information they may require regarding the affairs of the Corporation.  The Executive Director shall serve as Secretary of the Corporation.

16. Duties

The President shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors and Executive Committee.  The First Vice-President shall be vested with all the powers and shall perform all of the duties of the President in the absence or inability or refusal of the President to act.

The Board of Directors will approve the duties of Officers, Directors, Zone Representatives and Committee Chairs.

17. Remuneration of Directors

The Directors shall receive no remuneration for acting as such.

18. Travel and Other Expenses

The Treasurer is authorized to pay such reasonable travel and other expenses of Officers, Directors, and Committee members as are approved by the Board of Directors and in accordance with policies for payment of expenditures approved by the Board of Directors.

19. Meetings

Annual General Meeting: The Annual General Meeting of the members of the Association shall be held at a time and place designated by the Board of Directors.  At least thirty days notice shall be given to the membership of such dates and places as may be designated for holding the Annual General Meeting.  Such notice may be given in person, by telephone, or by mail, facsimile transmission or electronic mail sent to the member’s last known address.  At every annual meeting, in addition to any other business that may be transacted, the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The Board of Directors or the President or First Vice-President shall have power to call at any time a general meeting of the members of the Corporation.

Board of Directors’ Meetings: The Board of Directors shall hold a meeting as soon as practical following the Annual General Meeting of the members.  Other meetings shall be held at the call of the President or on written request of any five members of the Board. Except under extraordinary circumstances at least five business days’ notice of the time, place and purpose of all meetings of the Board of Directors shall be given to each member of the Board by the Executive Director.  Such notice shall be given in person, by telephone, or by mail, facsimile transmission, or electronic mail sent to the member’s last known address.

Committee Meetings: Standing and Special Committees of the Association shall hold meetings in accordance with their Terms of Reference as established by the Board of Directors.  All meetings of Committees shall be held at the call of the Chair or on written request of a majority of the members of the Committee.

Zone Meetings: In order to extend the advocacy, educational and professional development activities of the Association, the holding of Zone Meetings shall be encouraged and authorized.  The Terms of Reference for all Association Zone meetings shall be established by the Board of Directors.

20. Adjournments

The Chair of any meeting of Members or Directors may adjourn the same from time to time to a fixed time and place and no notice of such adjourned meeting need be given to the Members.  Any business may be brought before or dealt with at any adjournment meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the original meeting.

21. Quorum

A quorum for the transaction of business at any meeting of the Members shall consist of not less than twenty-five members who are entitled to vote in person or represented by proxy, provided that in no case can any meeting be held unless there are two members present in person.

22. Voting

An active member in good standing may assign another active member in good standing to represent and vote for him or her by proxy at any meeting of the Association. Proxy status for an active member in good standing shall be assigned in writing by the active member desiring to be represented by proxy and confirmed by the Executive Director. An active member in good standing is entitled to vote in accordance with this section and may represent and vote by proxy for only one other active member in good standing at any particular meeting of the Association. Confirmation of proxy status shall be delivered in writing to the President or his or her representative before the call to order of any meeting of the Association. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation if he/she is in arrears in paying all dues or fees payable by him.

At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless any member demands a poll. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chair shall be entitled to a second or casting vote.

23. Rules of Order

In all matters of the meeting procedure not covered in this Constitution, Bourinot’s Rules of Order shall prevail.  Notwithstanding the official Rules of Order, General Meetings may adopt procedures and rules of order which are not in conflict with the Constitution.  The adoption of specific rules of order or procedure will be effective only on obtaining 2/3 affirmative vote of those Active Members present and voting.  These rules will then be the official rules of order for that General Meeting only.  These rules may be changed or waived by a vote of 2/3 of the Active Members present and voting. 

24. Notice

Whenever notice is required to be given as required under the Constitution and By-Laws, such notice may be given personally or sent by pre-paid post or electronically to the address of the member, Director, Officer, or employee at the address that is on the books of the Corporation.  A notice or other such documents that are sent by the Corporation shall be held to be sent at the time when the notice or documents were placed into a public letter box or post office or when same is sent by electronic means.

The Executive Director may change or cause to be changed the recorded address of any member, Director, Officer or member of a committee in accordance with any information believed by him to be reliable.

25. Error or Omission in Notice

No error or omission in giving notice of any Annual or General Meeting, or any adjournment meetings, whether Annual or General, of the members of the Corporation shall invalidate such meeting, or make void any proceedings taken thereat.  For purpose of sending notices to any member, Director or Officer for any meeting or otherwise, the address used shall be his/her last address recorded in the books of the Corporation.

26. Execution of Documents

Contracts, documents or any instruments in writing which are required to be under Seal shall be signed by the President or Treasurer and the Executive Director.   The Executive Director shall affix the seal of the Corporation to such instruments. Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the Executive Director upon authorization of the Board of Directors.

27. Books and Records

The Executive Director shall be charged with the duty to truly record all resolutions, decisions and other proceedings of the Annual Meetings of the members and meetings of the Board of Directors, and to keep in any place appointed for that purpose the originals of all by-laws and of all minutes of the proceedings of Annual Meetings and of meetings of the Board of Directors. 

28. Fiscal Year

Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of December each year.

29. Financial

The Treasurer shall be responsible for any monies of the Corporation, for the keeping of accounting records and the preparation of financial statements in such form and in accordance with such procedures as may be required by the Board of Directors.

30. Borrowing

The Board of Directors may from time to time:

borrow money upon the credit of the Corporation.

issue, sell or pledge securities of the Corporation.

charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises, and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.

authorize any Director, Officer or employee of the Corporation to approve terms, conditions and security for such loans and generally to manage, transact and settle the borrowing of money by the Corporation.

31. Audit

There shall be an annual audit of the accounts of the Association by an auditor appointed by the members at each Annual General Meeting.  The auditor so appointed will hold office until the next Annual General Meeting, and if an appointment is not then made, shall continue in office until a successor is appointed.  The report of the auditor to the members shall be presented at the Annual General Meeting and shall be open to inspection by any member.  The auditor shall be given notice of any General Meetings of the members in the same manner in which members of the Association are given notice and shall have the right to attend, at their expense, any General Meeting of the members at which any financial statement of the Association is to be discussed for the purpose of explaining the statement or any part thereof.

32. Professional Conduct

The members of the Association accept that the appended Rules of Behaviour provide for a high standard of personal conduct to which our members subscribe and commit to adhere. These rules will be applied under stated guidelines to ensure the protection of the rights of any member of the Association whose conduct allegedly violates the said Rules.

33. Amendment of Constitution

The Constitution may be amended at any General Meeting of the members by a majority vote of the members eligible to vote.  Amendments to be made at the General Meeting may be proposed either by resolution of the Board of Directors or by petition of any two Active Members in good standing and submitted to the Executive Director not less than sixty days prior to the date of the General Meeting.  The Legislative Committee shall review any proposed amendments. Notice of such proposed amendments to the Constitution shall be sent to all members not less than thirty days prior to the General Meeting at which such proposed amendment or amendments will be voted on.

APPENDIX A

Rules of Behaviour

Rule 1: No member of the Association shall commit a criminal offence which brings discredit and/or embarrassment to other members of their profession in the Association.

Rule 2: No member of the Association shall commit any offence or serious misconduct pertaining to the funds and/or property of any fire department.

Rule 3: No member shall be guilty of serious or improper action in the performance of his or her duties that brings discredit and/or embarrassment to other members of the Association.

Rule 4: No member shall participate directly in partisan political activities related to the election of a member of the municipal council by which that member is employed or any other political activity which would impair the member’s impartiality in the performance of any duties.

Rule 5: Members shall resist any encroachment upon any responsibilities which would interfere with the duties or members’ freedom to carry out official policies and handle any problem without discrimination on the basis of principle and justice.

Rule 6: No member shall disclose to others, or use to further personal interests, confidential information acquired in the course of conducting official duties.

Rule 7: No member shall falsify or intentionally misrepresent information in the performance of their official duties, or in connection with their Association membership.

Rule 8: No member shall hold an investment directly or indirectly in any commercial enterprise or engage in any private transaction which creates a conflict with any official duties.

Rule 9: No member shall engage in, solicit, negotiate for or promise to accept private employment or render services for private interests or conduct a private business when such employment, service or business creates a conflict with or impairs proper discharge of any official duties.