For the purpose of providing fire protection to the residents and property of the Normandy Fire Protection District as well as providing emergency medical assistance to residents of said district, the district and, on its behalf, we the members of the Board of Directors of the Normandy Fire Protection District of St. Louis County, Missouri, do hereby establish and adopt these bylaws, as the rules and regulations, for the carrying on of the business, objects and affairs of the board and of the district.

Article II. DIRECTORS

Section 2.01 Number and Qualifications

The Board of Directors of the Normandy Fire Protection District shall consist of three (3) persons duly elected or appointed to office, from time to time, according to the provisions of Chapter 321, RSMo., with such qualifications and limitations as are set forth in Sections 321.015, 321.017, and 321.130, RSMo.

Section 2.02 General Powers

The powers of the Board of Directors shall be as set forth in Section 321.220, RSMo or as otherwise provided by law. The business and affairs and property of the District shall be managed by the Board of Directors but the Board of Directors, from time to time, may delegate functions and responsibilities to officers, agents or employees of the District, in any manner consistent with law, either by provision in these Bylaws or any amendment hereto, or by duly adopted resolution, or by duly adopted ordinance. However, the Board of Directors shall not delegate to any person or organization any legislative or contractual power of the District, nor any duty or responsibility, which is by law imposed upon the Board of Directors. Section 321.220 RSMo

Section 2.03 Quorum

Two members of the Board of Directors shall constitute a quorum, at any meeting. Section 321.200, RSMo

Section 2.04 Chairperson

At the first regular meeting of the Board of Directors following the certification of the election of Board members in each odd calendar year, the Board of Directors shall elect one of its members as Chairperson, who shall serve as Chairperson until the first regular meeting following the certification of the election of Board members in the next succeeding odd calendar year, or until his/her successor as Chairperson is so elected or until such time as said Chairperson is sooner removed from the position of Chairperson by a majority vote of the Directors. The Chairperson may be removed as Chairperson, at any time, by a majority vote of the Directors. If the Chairperson shall die, resign, or be removed as Chairperson, during his/her term as Chairperson, a successor shall be elected by a majority vote of the Directors not later than the next regular meeting following said vacancy. The Chairperson of the Board shall preside at all official meetings held by the Board of Directors. Section 321.170, RSMo

Section 2.05 Regular Meetings

The Board of Directors shall hold a regular meeting on the first, second, third and fourth Tuesday of each month at 6:00 p.m. in the board room at the firehouse, or at such other time and place as may be fixed by resolution of the Board, which resolution may be adopted to continue until changed, or may be adopted at any meeting for the next one or more meetings. No notice of meeting shall be required to be given to any Director, for any meeting whose time and place has previously been duly fixed by these by-laws, by any such resolution or duly adopted at any meeting. Public notice of the regular meeting schedule set forth in these by-laws shall be continuously posted in the firehouse. Public notice of any other regular meeting of the Board of Directors shall be given by the Secretary of the Board in accordance to the provisions of Section 610.010 R.S.Mo. Section 321.200 RSMo.

Section 2.06 Special Meetings

Special meetings of the Board of Directors may be called at any time by the Chairperson, provided that he/she shall first give at least forty-eight hours notice of the time and place of any special meeting to the other two Directors, by personal notification. Special meetings of the Board of Directors may also be called at any time by the other two members of the Board, provided that they shall first give at least forty-eight hours notice of the time and place of any special meeting to the Chairperson, by personal notification. On consent of all three Directors, special meetings may be held at any time and place, with public notice of such meeting pursuant to Section 610.010 R.S.Mo, but the minutes of any such meeting shall set forth such consent, in any form of statement, and all three Directors shall sign such minutes, or such meeting shall be invalid and ineffective. An emergency special meeting may be called by two or more Directors at any time in compliance with Chapter 610 RSMo. At any special meeting, only such business shall be considered as has been stated by the person or persons calling said meeting and as shall be set forth in his/her notice, or as is agreed by two or more Directors. Section 321.200, RSMo.

Section 2.07 Majority Rule

The vote of two Directors, on any question not required by law or by these Bylaws to be unanimous, shall be decisive, and shall be sufficient for the adoption of any motion, resolution, ordinance, or other action of the Board of Directors. Section 321.200, RSMo.

Section 2.08 Rules of Order

All meetings of the Board of Directors shall be conducted according to Robert’s Rules of Order. The Chairperson shall rule on any point of order or procedure, which may arise, but such ruling may be overridden by vote of the other two Directors. Section 321.220(12).

Section 2.09 Compensation

Each Director shall receive the compensation provided by Section 321.190, RSMo, for regular or special meetings and by Section 321.603, RSMo, for closed meetings, or as otherwise provided by law, for his/her attendance on meetings of the Board of Directors, which shall be paid as of course by the Treasurer, bi-weekly, or as otherwise provided by the Board. If, at any time, no funds are available for such payment, then the same shall accrue until the availability of funds, when the Treasurer shall pay the same as of course. In addition, each Director who is also a volunteer member of the District shall also receive such employee type fringe benefits as are provided for in Section 321.220(17), RSMo.

Section 2.10 Expenses

No Director shall incur any expenses for him/herself, or for or in behalf of the Board of Directors, or for or in the behalf of the District, unless authorized by duly adopted resolution or ordinance of the Board of Directors, prior to the incurring thereof or except upon ratification thereof by the Board. Authorized expenses of any Directors shall be reimbursed by the Treasurer out of the funds of the District, but only after the respective Director shall first have presented to the Board of Directors his/her expense account, which shall have been approved by the Board of Directors. Section 321.190, RSMo.

Section 2.11 Vacancies

Any vacancies in the office of Director shall be filled by the remaining member or members of the Board of Directors, unless otherwise provided by law. Section 321.200, RSMo.

Article III. OFFICERS

Section 3.01 Number

The officers of the District shall be the President of the District, the Secretary, the Treasurer, the Budget & Finance Officer, the Administrative Secretary, the Legal Officer, the Fire Chief, and such other officers as deemed necessary by the Board. The same person may hold more than one such office, and all of such officers shall serve at the pleasure of the Board of Directors, and may be removed from office by the Board of Directors at any time. Section 321.170, RSMo.

Section 3.02 President of the District

The Chairperson of the Board of Directors, ex-officio, shall be President of the District. He/she shall be paid such additional compensation for his/her services as the Board, from time to time, may determine by resolution, but not in excess of the amount permitted by law. The President of the District shall be the chief executive of the District, and shall supervise the performance of their functions by all other officers of the District, except the Legal Officer, and shall also supervise all of the activities and functions of the District; subject, however, to any resolution, ordinance, or direction of the Board of Directors. The President or his/her designee as authorized by resolution of the Board of Directors of the District shall sign all checks, which may be issued by the Treasurer. The President shall sign, for the District, any contract, documents, or other instruments which the Board of Directors has authorized him to sign, and shall perform such other duties as may be assigned to him from time to time by the Board of Directors. Section 321.170, RSMo.

Section 3.03 Secretary

The Secretary shall be appointed to office by resolution of the Board of Directors, to serve at the pleasure of the Board. If he/she is a member of the Board, he/she shall be paid such additional compensation for his/her services as the Board, from time to time, may determine by resolution, but not in excess of the amount provided by Section 321.190, RSMo, or permitted by law. The Secretary shall keep in a well bound book the minutes and record of all the proceedings of the Board of Directors at all meetings of the Board of Directors, and shall also keep records of all certificates, contracts, bonds given by employees, and all other corporate acts of the District. The Secretary shall keep the minute book and the records of the proceedings of the Board of Directors open to inspection of all owners of property in the District, as well as to all other interested parties, pursuant to Sections 321.200 and 610.023, RSMo, but the Secretary shall not permit any person to remove, damage, deface or in any manner alter or change any such book or record, and the Secretary shall permit any such inspection only in his/her personal presence or the presence of his/her designee, unless otherwise directed by resolution of the Board of Directors. The Secretary shall be the Election Authority of the District, shall perform all duties provided by law for fire district election authorities, shall give all notices of elections, and all notices of public hearings, and all other notices of meetings or of other matters, which may be required by law or by these By-Laws, or which may be directed by resolution of the Board of Directors. The Secretary shall also be custodian of the seal of said District, but he/she may permit the Legal Officer to hold the same. The Secretary shall see that said seal is duly affixed to all documents duly approved by the Board of Directors, for which affixation of said seal is necessary or appropriate. The Secretary shall also perform such other duties as may be assigned to him from time to time, by resolution of the Board of Directors. Section 321.170, RSMo.

Section 3.04 Treasurer

The Treasurer shall be appointed to office by resolution of the Board of Directors, to serve at the pleasure of the Board. If he/she is a member of the Board, he/she shall be paid such additional compensation for his/her services as the Board, from time to time, may determine by resolution, but not in excess of the amount permitted by Section 321.190, RSMo, or otherwise by law. The Treasurer shall keep strict and accurate accounts of all money received by and disbursed for and on behalf of the District in permanent records. The Treasurer shall file with the Clerk of the St. Louis County Circuit Court, at the expense of the said District, a corporate fidelity bond in an amount to be determined by the Board of Directors from time to time, by resolution, but for not less than five thousand dollars ($5,000), said bond to be conditioned on the faithful performance of the duties of his/her office. The Treasurer shall file in the office of the County Clerk, on behalf of the Board of Directors, on or before April first of each calendar year, a detailed financial statement for the preceding fiscal year of the District. The Treasurer shall also have charge of and be responsible for all funds of said District, shall receive and give receipts for money due and payable to said District from any source whatever, shall promptly deposit all funds of said District in the name of said District in such bank or banks or other depositaries as he/she may be directed from time to time by resolution of the Board of Directors, and shall write all checks which may be issued by said District and shall sign or counter-sign checks as authorized by the Board of Directors. The Treasurer shall also perform such other duties as may be assigned to him from time to time, by resolution of the Board of Directors. Section 321.180, RSMo.

Section 3.05 Budget & Finance Officer

The Budget & Finance Officer shall be appointed to office by resolution of the Board of Directors, to serve at the pleasure of the Board. He/she shall be paid such compensation and provided such fringe benefits for his/her services as the Board may determine by resolution, from time to time. The Budget & Finance Officer shall assist and be under the direct supervision of the Treasurer in the performance of his/her duties. The Budget & Finance Officer shall prepare for the study of the Board of Directors a budget of the District as required by Chapter 67 RSMo., shall report to the Board of Directors monthly on income and expenditures of the funds of the District, as compared to corresponding budget entries, and shall perform such other duties as may be required by Missouri Statutes relating to budgets of Fire Protection Districts, or as may be assigned to him from time to time by resolution of the Board of Directors.