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Revised 1972, 1977, 1981, 1984, 1988, 1994, 1999, 2000, 2003, 2007

STATE OF TEXAS, COUNTY OF COMAL: Know all men by these present, that we the subscribers, citizens of parts of Comal, Bexar and Guadalupe counties under and by virtue of the laws of this state do hereby form and incorporate ourselves into a voluntary organization under the terms and conditions hereinafter set out and to that end we hereby adopt and subscribe to the following:

ARTICLE I

The name of this organization shall be "THE BRACKEN VOLUNTEER FIRE DEPARTMENT."

ARTICLE II

SEAL

The seal of the organization shall have inscribed thereon, the name of the organization, the year of its incorporation and the words "INCORPORATED, TEXAS."

ARTICLE III

HEADQUARTERS

The headquarters of this corporation shall be at 23600 FM 3009, Comal County, Texas.

ARTICLE IV

PURPOSE

The purpose of this corporation shall, in a 24 hour basis, be to protect from fire, the buildings, farms and ranches in this area; to provide emergency medical attention within the medical capabilities of the medical personnel; to be helpful in case of emergency; to promote the welfare, friendly relations and good fellowship in our community and to help adjoining fire departments when necessary.

ARTICLE V

MEMBERSHIP

SECTION 1. Annual membership in the Bracken Volunteer Fire Department shall be open to individuals, families, and corporations. Individual and corporate life memberships are also available.

SECTION 2. DUES: Annual membership dues shall be set by the Board of Directors to become effective on the first of January of each year. Dues must be current to be able to vote at the annual meeting described in Article VI, Section 1.

SECTION 3. LIFE MEMBERSHIP: The Board of Directors shall set life membership dues. Those members paying the amount set by the Board, or more, shall receive a life membership badge.

SECTION 4. RESIGNATIONS: Resignation of any member shall become effective upon written notice to the president or secretary of the corporation.

SECTION 5. NON-PAYMENT OF DUES: Any member may be dropped from the membership rolls by the Board of Directors for non-payment of dues, under rules and regulations as the Board of Directors may hereafter, from time to time prescribe.

SECTION 6. DISQUALIFICATIONS FOR MEMBERSHIP: No paid employee of the corporation may be a member of the corporation or serve on its governing body.

ARTICLE VI

MEMBERSHIP MEETINGS

SECTION 1. ANNUAL MEETING: Annual meetings of the members shall be held at a time and date to be announced at the office of the corporation or at such other place as may be designated by the president, or the Board of Directors, for the election of directors and for the transaction of such other business as may be properly brought before the meeting. If for any reason in any year, the annual meeting of the members should not be held at the time herein provided, and then all business which might properly have come before said annual meeting may be transacted at any members meeting, special or otherwise, held subsequent thereto, as fully and for all purposes as if said subsequent meeting has been held at the time herein provided for such annual meeting. Written notice of annual meeting shall be necessary.

SECTION 2. SPECIAL MEETINGS: A special meeting of the members may be held at any time and place upon the call of the president, or by notice signed by a majority of the Board of Directors, or by notice signed by at least twenty-five percent of the members in good standing.

SECTION 3. NOTICE OF SPECIAL MEETINGS: Written notice of all meetings of members shall be mailed at least ten days prior to date of the meeting to each member entitled to vote at the meeting, to such address as appears in the books, records or files of the corporation. Such notices shall state the time and place and general purpose of such meetings.

SECTION 4. VOTING: Each member, sixteen years of age or older, shall be allowed one vote at all general membership meetings, provided he is a member in good standing, as decided by the Board of Directors. At all meetings of the members, the vote of fifty-one percent of the members present and entitled to vote, shall control and it shall not be necessary that any particular number of percentage of members be present in order to transact any business at any such meetings.

ARTICLE VII

OFFICERS

SECTION 1. OFFICERS: The officers of the corporation shall consist of a president, vice-president, secretary and treasurer. Every officer must be a member and director and shall not miss more than three consecutive meetings without prior approval of the Board. The Board, at its discretion, has the authority to appoint a permanent replacement.

SECTION 2. TERM OF OFFICE: The term of office of every officer of the corporation shall terminate at the end of the calendar year.

SECTION 3. HOW CHOSEN: The officers of the corporation shall be chosen by the directors. Whenever the office of any officer becomes vacant, for any reason, the Board of Directors may elect a successor to fill the vacancy for the unexpired term.

SECTION 4. DUTIES OF THE PRESIDENT: It shall be the duty of the president to preside at all meetings of the corporation and the Board of Directors meetings and to sign all certificates of membership.

SECTION 5. DUTIES OF THE VICE-PRESIDENT: It shall be the duty of the vice-president to perform the duties of the president in the event of the president's death, resignation or absence.

SECTION 6. DUTIES OF THE SECRETARY: It shall be the duty of the secretary to keep a correct minute book of all business meetings of the corporation, to keep a record of all business transactions, to attend to all correspondence and to take charge of and keep a membership roll and post the agenda a minimum of 72 hours in advance for regular meetings and a minimum of 72 hours in advance of special board meetings at the office of the corporation of the Bracken Volunteer Fire Department.

SECTION 7. DUTIES OF THE TREASURER: It shall be the duty of the treasurer to receive all moneys paid to the corporation. The treasurer shall keep a true and correct statement and account of all money and effects received by the treasurer belonging to the corporation, and all money paid out by the treasurer and to all bills allowed and authorized by the Board of Directors. The treasurer shall make a report to the Board of Directors at each regular meeting, showing the financial condition of the corporation and shall do all things as may be properly related to the duties of the treasurer's office. The treasurer shall furnish a good and sufficient bond in the sum of $50,000.00, payable to the corporation. A financial report shall be given, by the treasurer, at the general meeting, as of the close of business on the final day of the month prior to the meeting.

SECTION 8. FINANCIAL DUTIES: The president, vice-president or treasurer shall sign checks and vouchers not to exceed $2,000.00. Checks in excess of $2,000.00 must be signed by two of the three officers named above. The Board of Directors may authorize the fire chief or other designees to sign checks up to board set limits. All moneys of the corporation shall be deposited in a financial institution duly designated by the Board of Directors.

ARTICLE VIII

DIRECTORS

SECTION 1. GENERAL MANAGEMENT: The affairs of the corporation shall be managed by the Board of Directors. The Board of Directors may employ or appoint, at its sole discretion, the fire chief from time-to-time, whether as an employee or as a volunteer, and said fire chief shall be answerable to the Board of Directors.

SECTION 2. NUMBER OF DIRECTORS: The number of directors shall be nine, which shall include the president, vice-president, secretary and treasurer. The members shall have the power to increase or diminish the number of directors of the corporation, such number, however, never to be less than seven, or more than nine. The elections of additional director or directors, or the election of a smaller number of directors at any annual meeting at which new directors are elected, shall, without any additional action by the members, automatically increase or decrease the number of directors to the number so elected.

SECTION 3. HOW ELECTED: The directors shall be elected by the members at the annual meeting of the membership as hereinafter provided. The directors shall fill any vacancy in the office of the director, and the appointment by the Board of Directors of any director shall be the balance of the term for which the vacated director was elected.

SECTION 4. TERM OF OFFICE: The term of office of a director shall be three years, with three directors being elected each year. Directors may be re-elected.

SECTION 5. MEETINGS OF THE DIRECTORS: Regular meetings of the directors shall be held at such time and places as may be designated by the Board of Directors as shown in the minutes, provided, however, that they should have a minimum of four meetings per year. Notice of all meetings shall be in accordance with the Texas Open Meetings Act.

SECTION 6. QUORUM: A majority of the directors shall constitute a quorum and be competent to fill vacancies on the Board, and to transact all business of the corporation. Any question coming before the Board of Directors shall be determined by a majority of those present.

SECTION 7. ACTS AND RESOLUTIONS BY THE BOARD OF DIRECTORS: The acts and resolutions, signed by the secretary and placed in the minutes of the corporation, shall be and constitute, valid acts of the Board of Directors. All meetings of the Board of Directors shall be held in accordance with the Texas Open Meetings Act.

ARTICLE IX

STANDING COMMITTEES

1. Finance
2. Membership
3. Bylaws
4. Fundraising
5. Nominating
6. Personnel
7. Ad hoc committees (appointed by the president as deemed necessary)

• ARTICLE X

ORDER OF BUSINESS

ARTICLE XI

FISCAL YEAR

The fiscal business year of the corporation shall begin January 1 of each year.

ARTICLE XII

REAL ESTATE

The purchase, sale, or conveyance, of any real estate or personal property, owned or acquired in the future, by this corporation shall be in writing duly signed and acknowledged by the president, attested by the secretary of this corporation, under its official seal. The board of directors having first authorized or ordered the purchase, sale or conveyance of said property, and authorization or order, having been duly made and entered upon the minutes of the organization.

ARTICLE XIII

FIREFIGHTING TEAMS

SECTION 1. THE TEAM: The firefighting team shall consist of the fire chief, assistant chief(s), officers, the fire marshal and firefighters.

SECTION 2. THE FIRE CHIEF: The fire chief shall be directly responsible to the Board of Directors only. The fire chief shall be responsible for the day-to-day operational activities of the corporation, and shall have the power to appoint or terminate such fire or emergency medical services officers as he may deem necessary, whether such individual is a volunteer or employee, but at no time may the fire chief hire as an employee any individual without the specific approval of the Board of Directors, unless such category of employment has already been approved by the Board of Directors and the retention of an employee is to fill a vacant category of employment already approved. The fire chief may appoint as volunteers as many deputy chiefs, assistant chiefs, captains, lieutenants, firefighters, or other category of volunteer officers or firefighters, including, but not limited to, a fire marshal or emergency medical/rescue officer, as he may deem necessary. The fire chief shall develop protocols or standard operating guidelines describing the corporation’s policies, procedures, or guidelines for the operation of the corporation, including, but not limited to, operations, employment or volunteer procedures, duties of volunteer or paid personnel, and other policies necessary for the proper operation of the corporation. Any such polices or procedures developed hereunder, or as may be amended from time to time, shall be subject to the approval of the Board of Directors.

SECTION 3. MEETINGS: The fire chief or the chief’s designee is required to attend all Board meetings unless an emergency situation arises. In the event of urgent business, or when a vital question arises, the fire chief shall consult with the president. If the latter two deem it necessary, the president shall call either a Board of Directors meeting or a general meeting of the membership as provided in ARTICLE VI, SECTION 2.

SECTION 4. THE FIRE MARSHAL: The duties of the fire marshal shall, from time to time, be prescribed by the fire chief, and the fire marshal shall be responsible to the fire chief. If Comal County Emergency Services District No. 6 (“District”) shall create the office of fire marshal under Chapter 775, Texas Health & Safety Code, then the corporation’s fire marshal may be the same person, if so qualified to hold such appointment under applicable law.

SECTION 5. SELECTION: The fire chief shall be appointed or retained by the Board of Directors as an “at will” volunteer or employee of the corporation for a term to be decided at the sole discretion of the Board of Directors. Should the fire chief be terminated, removed, resign, or become unable to serve as fire chief, the Board of Directors may appoint another individual to serve as fire chief.

SECTION 6. QUALIFICATIONS: The fire chief shall have the minimum qualifications as determined from time-to-time by the Board of Directors.

ARTICLE XIV

EMERGENCY MEDICAL/RESCUE TEAMS

SECTION 1. THE TEAM: The corporation may provide emergency medical and rescue services at a level determined from time to time by the Board of Directors, and if such services are to be provided, the emergency medical and rescue team shall consist of an emergency medical/rescue officer, appointed by the fire chief, and such other volunteer or paid personnel who are, at a minimum, currently certified at an appropriate certification level established by the Texas Department of State Health Services. The corporation may retain or appoint a medical director or other positions as necessary to comply with any certification requirements established by the Texas Department of State Health Services.

SECTION 2. THE EMERGENCY MEDICAL/RESCUE OFFICER: The emergency medical/rescue officer shall be directly responsible to the fire chief. The fire chief may appoint as many assistants as necessary to assist the emergency medical/rescue officer, if any. The emergency medical/rescue officer’s duties shall be assigned by the fire chief, and may include the development of operational and other policies and procedures necessary for any emergency medical and rescue services that may be provided by the corporation.

ARTICLE XVI

AMENDMENTS

These bylaws may be amended, repealed, or added to at any regular meeting or special meeting of the Board of Directors by an affirmative vote of two-thirds of the full Board of Directors, provided that written notice of such proposed changes to the Bylaws be given at least ten (10) days prior to any such meeting of the Board of Directors.

ARTICLE XVII

PARLIAMENTARY AUTHORITY

Robert’s Rules of Order

Approved at the General Membership Meeting 10/09/2007