BY-LAWS SOUTHERN PARK COUNTY FIRE PROTECTION DISTRICT BOARD OF DIRECTORS ARTICLE I DEFINITIONS The Board of Directors means those members of the Southern Park County Fire Protection District duly elected and/or appointed to serve for a specific term as Directors of the Board of the Southern Park County Fire Protection District. Said District Board members shall operate pursuant to the laws of the State of Colorado as stated in the Colorado Revised Statutes known as Special Districts and Single Purpose Service Districts, Part 3, Fire Protection Districts (1949 Act). It is expressly understood that the District exists to provide fire protection and emergency medical services to the residents of the District. ARTICLE II LOCATION The principal office of the District shall be located at: Guffey Fire House, 1745 County Road 59/102, Guffey, CO and the mailing address of the District shall be: P.O. Box 11, Guffey, CO 80820 ARTICLE III GOVERNING BOARD The Board of Directors shall consist of five (5) duly elected and/or appointed members and shall organize and operate according to C.R.S. 32-1-902. As stated in said section, there shall be a Chairman of the Board and President of the District, and a Secretary and Treasurer, who can be one person. In accordance with C.R.S. 32-1-902, no Board member shall receive a salary or other compensation as an employee of the special districts while actively serving on the Board, or for twelve months following their termination as a Board member. The Board members waive the $50.00 per meeting compensation allowed in Section 32-1-902 districts. If necessary, the Board may solicit bids for work done for the Board by posting an Invitation for Bids in three public places (see 32-1-1001(i)). No Board member is eligible to submit bids, nor shall the Board be obligated to accept any of the bids. Board members may be reimbursed for actual expenditures. Expenditures over $500.00 must be approved by the Board prior to such expenditures. All reimbursements must be applied for within 60 days of such expenditure(s). DEFINITION OF DUTIES OF BOARD OFFICERS A. The President and Chairman shall be appointed by the Board members and shall be a member of the Board; shall preside over the meetings; shall vote as a Board member; and shall work on the annual budget with the Treasurer and the District Chief to present to the Board. B. The Secretary may be, but is not required to be, a member of the Board; shall be appointed by the Board; shall take minutes of all meetings and be responsible for presenting past minutes at each Board meeting; shall keep all records as defined in C.R.S. 32-1-902; shall post notice of all District meetings in at least 3 public places and at the office of the Park County Clerk and Recorder at least 3 days prior to such meeting. C. The Treasurer shall be appointed by the Board and shall be a member of the Board; may also act as Secretary; shall keep strict and accurate records of all moneys received and disbursed on behalf of the Special District (see C.R.S. 32-1-902); shall present Treasurer’s report to the Board at each meeting, which includes starting balance, itemized listing of expenditures, incoming funds, and ending balance; shall submit an annual application for exemption from audit to the required State officials; shall work on annual budget with the District Chief and the Chairman to present to the Board. ANY BOARD OFFICER who fails to perform the duties of her/his office may be removed from that office at the discretion of the Board. The Board will then appoint another Board member to fill said office. DISTRICT CHIEF The District Chief shall be appointed by, and shall be answerable to, the District Board members; shall have authority to organize, manage, schedule and control all activities necessary for efficient operation of the Southern Park County Fire Protection District and is delegated by the Board with the authority to carry out all policies, rules and regulations of the Board. The District Chief shall prepare and submit the annual budget along with the Treasurer and Chairman; shall be responsible for all apparatus, buildings, and all maintenance and repairs to same; shall keep the District Board appraised of any and all items and business relating to the Board and attend Board meetings; shall be the liaison between the Volunteer Firefighters and the District Board; and shall work with the Volunteer Officers and Firefighters to accomplish the Goals of the Southern Park County Fire Protection District. BOARD MEMBER CONDUCT No Board member shall use insulting, indecent or improper language, nor conduct themselves in a manner unbecoming a District Board member while attending a meeting or acting in their capacity as a Board member. Inappropriate conduct may be reviewed by the Board, and if said conduct is found to be inappropriate, the Board may disclaim the individual’s acts or statements and reprimand the individual in the official minutes. In this event, the Board and its members take no responsibility for the acts or statements in questions, and the Board member responsible for said acts or statements shall be personally responsible. In addition to the conflict of interest disclosure requirements of C.R.S. 18-8-308, a conflict of interest exists if any Board member is also a manager, director, or similar executive officer in any other emergency services provider organization. ARTICLE IV MEETINGS The Board shall meet at a designated place monthly on a day designated by the board to conduct any and all business as necessary. A. Special meetings can be called at any time by any Officer or member of the Board by informing the other members of the date, time, locations and purpose of such special meeting by posting notice at least three days previous to said meeting in three public places. B. All Board meetings shall be open to the public, except for Executive sessions held for purposes of Personnel matters. ARTICLE V QUORUM Three members of the Board shall constitute a quorum at any meeting. If a Board member is unable to attend a scheduled meeting, he/she must notify the Secretary or other Board member 24 hours prior to such meeting. ARTICLE VI VACANCIES Any vacancy on the Board shall be filled by the remaining members of the Board. The appointee is to act until the next biennial election, at which time the vacancy shall be filled by election. If the Board fails, neglects, or refuses to fill a vacancy within thirty (30) days after the same occurs, the court having jurisdiction shall fill such vacancy. Any Board member having three (3) consecutive, unexcused absences from regular or special meetings shall be considered to have vacated his/her position on the Board. At the third absence, the President may declare the position vacant and it can be filled by appointment by the Board members present at said meeting. Refer to C.R.S. 32-1-905. ARTICLE VII BIENNIAL ELECTION This section is subject to the provisions of Part Eight of Article 1-13 of Title One of the C.R.S. Special District Statutes. On the second Tuesday of May, in the second calendar year after the organization of any District, and the first Tuesday after the first Monday in every even numbered year, an election shall be held which shall be known as the biennial election of the district, at such time the number of seats to be up for election as provided for by the organizational documents shall be filled. The Board of Directors shall designate an election official (DEO) for each biennial election as well as for any special election that may be required. ARTICLE VIII GENERAL POWERS For the purpose of providing fire protection to the property within the District, the District, and on its behalf the Board, has the following powers; A. To have perpetual existence; B. To have and use a corporate seal; C. To sue and be sued, and be a party to suits, actions and proceedings; D. To enter into contracts and agreements according to Section 32-1-1001 of the C.R.S. Item D; and such other powers granted by Section 32-1-1001 Items E through N. It also has the other powers granted to it in the C.R.S. for Special Districts as specified in Sections 32-1-1001 and 1002. ARTICLE IX AMENDMENTS TO BY-LAWS These By-Laws may be amended at any regular or special meeting by a majority vote of the Board members present. ARTICLE X ENFORCEABILITY Should any rule or regulation of these By-Laws be found to be void or unenforceable, then all the remaining rules and regulations shall remain in full force and effect. SPCFPD BY-LAWS Page 5 January, 2012