Articles of Incorporation

 

The undersigned, a majority of whom are citizens of the United States, desiring to form

a Non-Profit Corporation under the Non-Profit Corporation Laws of Pennsylvania, do

hereby certify:

First: The name of the Corporation shall be East Penn Technical Search & Rescue Inc.

Second: The place in this state where the principal office of the Corporation is to be

               located in the Borough of Tobyhanna in Monroe County Pennsylvania.

Third:  Said Corporation is organized exclusively for charitable and educational

            purposes, including, for such purposes, the making of distributions to

            organizations that qualify as exempt organizations under section 501(c)(3)

            of the Internal Revenue Code, or the corresponding section of any future

            federal tax code.

Fourth:  The names and addresses of the persons who are the initial trustees of the

               Corporation are as follows:

        Name:  Roger Tobias - 219 Laurel Drive, Tobyhanna Pa. 18466

               Name:  Robert Hawk - 219 Lidy Road, Dupont Pa. 18641

               Name:  James Corbett - 1003 Ramstan Drive, Stroudsburg Pa. 18360

               Name:  Wanda Koehler - 219 Lidy Road, Dupont Pa. 18641

Fifth:  No part of the net earnings of the Corporation shall inure to the benefit of, or

           be distributable to its members, trustees, officers, or other private persons,

           except that the Corporation shall be authorized and empowered to pay

           reasonable compensation for services rendered and to make payments and

           distributions in furtherance of the purposes set forth in the Third Article hereof.

           No substantial part of the activities of the Corporation shall be the carrying on

           of propaganda, or otherwise attempting to influence legislation, and the

           Corporation shall not participate in, or intervene in (including the publishing or

           distribution of statements) any political campaign on behalf of or in opposition

           to any candidate for public office. Notwithstanding any other provision of these

           articles, the Corporation shall not carry on any other activities not permitted to

           be carried on (a) by a corporation exempt from federal income tax under section

           501(c) (3) of the Internal Revenue Code, or the corresponding section of any

           future tax code, or (b) by a Corporation, contributions, to which are deductible

           under section 170(c) (2) of the Internal Revenue Code or the corresponding

           section of any future federal tax code. If reference to federal law in articles of

           incorporation imposes a limitation that is invalid in your state, you may wish to

           substitute the following for the last sentence of the preceding paragraph.

           "Notwithstanding any other provision of these articles, this Corporation shall

           not, except to an insubstantial degree, engage in any activities or exercise any

           powers that are not in the furtherance of the purposes of this Corporation."

Sixth:  Upon dissolution of the Corporation, assets shall be distributed for one or more

           exempt purposes within the meaning of section 501(c) (3) of the Internal

           Revenue Code, or the corresponding section of any future federal tax code, or

           shall be distributed to the federal government, or to a state or local government,

           for public purpose. Any such assets not so disposed of shall be disposed of by

           a Court of Competent Jurisdiction of the county in which the principal office of

           the Corporation is then located, exclusively for such purposes or to such

           organization or organizations, as said Court shall determine, which are organized

           and operated exclusively for such purposes.

In witness whereof, we have hereunto subscribed our names this 31st day of March 2006

 

BY-LAWS AND CONSTITUTION

 

Article I – Offices

1. The Corporation shall be known as the East Penn Technical Search and Rescue Team

    Inc.

2. The registered office of the Corporation shall be located in the Borough of Tobyhanna

    in Monroe County, Pennsylvania.

3. The Corporation may also have offices at such places as the Board of Directors may

    from time to time appoint or the activities of the Corporation may require.

Article II – Purpose

The East Penn Technical Search and Rescue Team encourages excellence to its members

by providing ongoing opportunities for training and professional development. Our

objective and purpose is to provide trained search and rescue personnel for lost person

incidents, to provide technical rescue if required and to evacuate injured or lost

individuals from rough terrain or hazardous environments. We also provide trained

personnel to respond to Water / Ice Emergencies, Technical Rope, Confined Space and

Light Framed Urban (Collapsed Structure) Search and Rescue Operations.

Article III – Members

1.  The membership of the Corporation shall be divided into five categories:

      a. Active

        b. Inactive

         c. Honorary

     d. Junior

        e. Auxiliary

2.  Members shall be elected by a two-thirds vote of the Board of Directors.

3.  The Board of Directors may determine from time to time the amount of initiation fees,

     if any, and annual dues payable by the members.

4.  The Board of Directors, by affirmative vote of two-thirds of all the members of the

     Board, may suspend or expel a member for cause after an appropriate hearing, and

     may, by a majority vote of those present at any regularly constituted meeting;

     terminate the membership of any member who becomes ineligible for membership,

     or suspend or expel any member who shall be in default in the payment of any dues

     or assessments.

5.  Upon written request signed by a former member and filed with the Secretary, the

     Board of Directors may, by the affirmative vote of two-thirds of the members of the

     Board, reinstate such former member to membership upon such terms as the Board

     of Directors may deem appropriate.

6.  Membership in this Corporation is not transferable or assignable.

Section A

Membership Definitions

Active  An Active Member must be 18 years of age or older. An Active Member must not

            miss more than four regular monthly business meetings in succession. They

            must also attend 50% of all functions. Membership status will be reviewed

            quarterly!

Inactive  An Inactive Member must be 18 years of age or older. Any member who for

                physical reasons cannot be an Active Member, or who does not meet the

                active member requirements or is unable to attend duty, meetings or

                fundraising events due to school, military duty, work, or sickness shall be

                considered an inactive member until such time they can fulfill the criteria of

                an active member. Any inactive member who has been inactive for a period

                of 1 year or more will be reviewed. In order to be reinstated as an active

                member, he or she must reapply as a new member. Inactive members may

                not respond to any search and rescue operations, make motions, or discuss

                motions on the floor. Inactive members may not transmit on any East Penn

                Technical Search & Rescue Team frequencies.

Honorary  An honorary member shall be bestowed to a member by a 2/3 majority

                  vote of all active members present at a regular monthly business meeting

                  to persons deserving Honorary Membership.

Junior  A junior member must be between the ages of 14 and 18 years of age. They

             must  possess the proper working papers with their parent and/or guardians

             signature. They must also conform to all state and federal child labor law

             regulations. Junior members cannot respond after midnight up through

             06:00am. If a junior member is on an emergency scene before midnight, they

             may remain on scene with parents and/or guardians written consent.

Auxiliary  An auxiliary member must be at least 18 years of age. They will provide

                 support to the East Penn Technical Search and Rescue Team in areas of

                 administration, fund-raisers and resources. They will not be required to

                 attend missions or training. They will be encouraged to attend monthly

                 meetings to keep them abreast of team business. They will not have

                 voting rights.

Section B

Application for membership

An application for membership shall be in writing on an application form provided by

the East Penn Technical Search and Rescue Team and will be presented by the

applicant at a regular monthly business meeting. The membership committee, prior

to the next meeting will review all applications and set up a face-to-face interview

with the applicant. Once this process is complete, the committee will make a

 recommendation to the Board of Directors concerning approval or denial of the

application. The Board of Directors will make a decision based on all information

provided and the recommendation of the membership committee and inform the

applicant of their decision at the next business meeting. If approved, the applicant

must then serve a 6-month probationary period in which time the new member must

then fulfill all active membership requirements and training. Members shall be

elected by 2/3 vote of the Board of Directors.

Article IV – Meetings of Members

  1. Meetings of the members shall be held at the Monroe County Public Safety Center,

    or at such other places within or without the Comm. of Pa., as may from time to

    time be fixed by the Board of Directors.

  2.  The annual meeting of the members shall be held on the third Saturday of

       December in each year if not a legal holiday, then on the next full business day at

       3:00 p.m., when they shall elect the Board of  Directors of Directors and transact

       such business as may properly be brought before the meeting. If the annual

       meeting shall not be called and held within 6 days after the designated time, any

       member may call such meeting.

  3.   Special meetings of the members may be called at any time by the President, the

        Board of Directors or members entitled to cast at least 10% of the votes, which

        all members are entitled to cast at the particular meeting. At any time upon

        written request of any person who has called the special meeting, it shall be the

        duty of the Secretary to fix the time of the meeting, which shall be held not more

        than 60 days after the receipt of the request. If the Secretary shall neglect to fix

        the time of the meeting, the persons calling the meeting shall do so. Business

        transacted at all meetings shall be confined to the subjects stated during the

        request.

  4.  Written notice of every meeting of the members, stating the time, shall be given by,

       or at the direction of the Secretary to each member entitled to vote at the meeting,

       at least (5) days prior to the day for the meeting, unless greater period of notice is

       required by statute in a particular case. If the Secretary special meeting, the notice

       shall specify the general nature of the business to be transacted.

  5.  Persons authorized or required to give notice of a meeting of the members may, in

       lieu of any written notice of a meeting of the members required to be given, give

       notice of such meeting by causing notice of such meeting to be officially published.

       If 80% of the members on record entitled to vote at the meeting do not have

       addresses on record within the territory of general circulation of the newspapers

       required for official publication, the notice shall also be published in newspapers

       which have an aggregate territory, or general circulation, which includes the

       addresses on record.

  6.  A meeting of members duly called shall not be organized for the transaction of

       business unless a quorum is present. The presence in person of (7) members

       entitled to vote shall constitute a quorum at all meetings of the members for the

       transaction of business except as may be otherwise provided by law or by the

       articles of incorporation. The members present at a duly organized meeting can

       continue to do business until adjournment, notwithstanding the withdrawal of

       enough members to leave less than a quorum. If a meeting cannot be organized

       because a quorum has not attended, those present may except otherwise provided

       by a statute, adjourn the meeting to such time and place as they may determine,

       but in the case of any meeting called for the election of directors, those who attend

       the second of such adjourned meetings, although less than a quorum, shall

       nevertheless constitute a quorum for the purpose of electing directors. In the case

       of any meeting called for any other purpose those who attended the second of such

       adjourned meetings, although less than a quorum, shall nevertheless, constitute a

       quorum for the purpose of acting upon any resolution or other matter set forth in

       the notice of the meeting, if written notice of such second adjourned meeting,

       stating  that those members who attend shall constitute a quorum for the purpose

       of acting upon such resolution or other matter, is given to each member of record

       entitled to vote at such second adjourned meeting at least 10 days prior to the day

       named for the second adjourned meeting.

  7.   Any action, which may be taken at a meeting of the members or, a class of

        members may be taken without a meeting, if a consent or consents in writing,

        setting forth the actions taken shall be signed by all of the members who would be

        entitled to a vote at a meeting for such purpose and shall be filed with the

        Secretary of the corporation.

  8.   Every member of the Corporation shall be entitled to one vote. No member shall

        sell his vote for money or anything of value. Upon request of a member, the

        books or records of membership shall be produced at any regular or special

        meeting of the Corporation. If at any meeting, the right of a person to vote is

        challenged, the presiding officer shall require such books or records to be

        produced as evidence of the right of the person challenged to vote, and all

        persons who appear by such books or records to be entitled to vote may vote.

        The right of a member to vote, and his right, title and interest in or to the

        corporation or its property, shall cease on the termination of his membership.

  9.   Voting may be by ballot, mail or any reasonable means determined by the Board of

        Directors. Elections for directors need not be by ballot except upon demand made

        by a member at the election and before the voting begins.

10.   In advance of any meeting, the Board of Directors may appoint judges of election,

        who need not members, to act at such meetings or adjournment thereof. If judges

        of election are not appointed, the presiding officer of any such meeting may and on

        request of any member shall, make such appointment at the meeting. The number

        of judges shall be one or three. No person who is eligible for office shall act as a

        judge.

Order of Business

1.   Roll Call

2.   Reading of the Minutes

3.   Treasurers Report/Bills Presented

4.   Report of Officers and Committees

5.   Resignations, Suspensions and Expulsions

6.   Membership Committee

7.   Unfinished Business

8.   New Business

9.   Nominations

10. Good and Welfare

11. Adjournment

Rules of Order

The President shall conduct the meeting according to the Order of Business, and decide

all debates and question by vote of the membership present.

   1.   Each member when given permission from the chair, shall speak confining

         themselves to the question under debate and avoid personalities.

   2.   If two or more members speak at the same time, the Chair shall decide which is

         entitled to the floor.

   3.   No member shall be interrupted while speaking except at the request of the Chair.

         and shall wait until the order of question is decided. When permitted, they shall

         proceed.

   4.   All members have the right to express their opinion, but in turn.

   5.   No motion shall be subject for debate and/or take action on until it has been

         seconded and stated by the Chair.

   6.   The first person named on a committee shall be the chairperson unless otherwise

         decided by the Chair. The Chairperson shall report the decisions reached by the

         committees at the regular monthly business meeting. The Chairperson shall report

         the decisions reached by the committees at the regular monthly business meeting.

   7.   No committee shall be discharged until all accounts and bills contracted by it are

         settled.

   8.   Every member shall be furnished with a copy of the by-laws.

Article V – Directors

1.   The executive authority of the Corporation shall be vested to a Board of Directors.

2.   The business and affairs of this Corporation shall be managed by its Board of

      Directors, four in number, who shall be natural persons of full age and need not be

      residents of this Commonwealth but who shall be members of the Corporation. They

      shall be elected by the members at the annual meeting of members of the

      Corporation, and each director shall be elected for a (1) year term and until his

      successor shall be elected and shall qualify.

3.   In addition to the powers and authorities by these By-laws expressly conferred upon

      them, the Board of Directors may exercise all such powers of the Corporation and do

      all such lawful acts and things as are not by statute or by the Articles or by these

      By-laws directed or required to be exercised or done by the members.

4.   The meetings of the Board of Directors may be held at such times and at such place

      or places within this Commonwealth or elsewhere, as a majority of the directors may

      from time to time appoint, or as may be designated in the notice calling of the

      meeting.

5.   Written or personal notice of every meeting of the Board of Directors shall be given

      to each director at least (5) days prior to the day named for the meeting.

6.   A majority of the directors in office shall be necessary to constitute a quorum for the

      transaction of business and the acts of a majority of the directors present at a

      meeting at which a quorum is present shall be the acts of the Board of Directors.

      Any action which may be taken at a meeting of the directors may be taken without a

      meeting, if a consent or contents in writing setting forth the action so taken shall be

      signed by all of the directors in office and shall be filed with the Secretary.

7.   The Board of Directors may, by resolution adopted by a majority of the directors in

      office, establish one or more committees to consist of one or more directors of the

      Corporation.

8.   The Board may designate one or more directors as alternate members of any

      committee, who may replace any absent or disqualified member at any meeting of

      the committee. In the absence or disqualification of a member of a committee, the

      member or members thereof present at any meeting and not disqualified from

      voting, whether or not he or they constitute a quorum, may unanimously appoint

      another director to act at the meeting in the place of any such absent or

      disqualified member. Each committee of the Board shall serve at the pleasure of

      the Board.

9.   The Board of Directors may declare vacant the office of a director if he/she is

      declared of unsound mind by an order of the court or is convicted of felony, or if

      within sixty days after notice of his selection, he/she does not accept such office

      either in writing or by attending a meeting of the Board of Directors, and fulfill such

      other requirements of qualification as the By-laws may specify.

10.  A director of the Corporation shall stand in fiduciary relation to the Corporation and

      shall perform his duties as a director, including his duties as a member of any

      committee of the Board upon which he may serve, in good faith, in a manner he

      reasonably believes to be in the best interests of the Corporation, and with such

      care, including reasonable inquiry, skill and diligence, as a person of ordinary

      prudence would use under similar circumstances. In performing his duties, a

      director shall be entitled to rely in good faith on information, opinions, reports or

      statements, including financial statements and other financial data. A  director shall

      not be considered to be acting in good faith if he has knowledge concerning the

      matter in question that would cause his reliance to be unwarranted. In discharging

      the duties of their respective positions, the Board of Directors, committees of the

      Board and individual directors may, in considering the best interests of the

      Corporation, consider the effects of any action upon employees, members, upon

      suppliers and customers of the Corporation and upon communities in which offices

      or other establishments of the Corporation are located, and all other pertinent

      factors. The consideration of those factors shall not constitute a violation of this

      section. Absent breach of fiduciary duty, lack of good faith or self dealing, actions

      taken as a director or any failure to take any action shall be presumed to be in

      the best interests of the Corporation. A director of the Corporation shall not be

      personally liable for monetary damages as such for any action taken, or any failure

      to take any action, unless:

            1.  The director has breached or failed to perform the duties of his office under

                 this section.

            2.   The breach or failure to perform constitutes self-dealing, willful misconduct

                  or recklessness.

Article VI – Officers

1.   The executive officers of the Corporation shall be chosen by the members, and shall

      be a President, Vice President, Secretary, Treasurer and such other officers and

      assistant officers as the needs of the Corporation may require.

2.   The operational officers of the Corporation shall also be chosen by the members, and

      shall be a Chief, Assistant Chief, Captain, First Lieutenant and Second Lieutenant.

3.   They shall hold their offices for a term of one year and shall have such authority and

      shall perform such duties as are provided by the By-laws.

4.   It shall not be necessary for the officers to be directors and any number of offices

      may be held by the same  person.

5.   Any officer or agent may be removed by the Board of Directors whenever in its

      judgment the best interests of the corporation will be served thereby, but such

      removal shall be without prejudice to the contract rights of any person so removed.

6.   Nomination of the above-mentioned officers will be held annually at the November

      monthly business meeting and again at the December monthly business meeting.

      Election of officers shall take place after nominations close at the December

      business meeting.

7.   All elected officers must be trained within three months of being elected or voted

      into their office.

Requirements for Executive and Operational Officers

President  Shall be an active member for two years.

Vice-President  Shall be an active member for two years.

Secretary  Shall be active member for one year.

Treasurer  Shall be an active member for one year.

Chief  Must be at least 21 years of age.

Must be an active member for at least three years.

Must have at least three years Search experience.

Must have at least three years Technical Rescue experience.

Must possess a Managing Search Operations Certification.

Must possess a NFPA Incident Command Systems Certification or equivalent.

Must possess IS-100, IS-200, IS-700 & IS-800 Certifications.

Must possess Bloodborne & Airborne Pathogens Certification.

Must possess a PA Water Rescue I Certification or equivalent.

Must possess a Hazmat Operations Certification or equivalent.

Must possess Rope Rescue 1 & II Certifications or equivalent.

Must possess a Basic Ropes and Rigging Certification or equivalent.

Must possess a Structural Collapse Level I Certification or equivalent.

Must possess a Structural Collapse Level II Certification or equivalent.

Must possess a FTL or SARTECH II Certification.

Assistant Chief  Must be at least 21 years of age.

Must be an active member for at least three years.

Must have at least two years Search experience.

Must have at least two years Technical Rescue experience.

Must possess a Managing Search Operations Certification.

Must possess a NFPA Incident Command Systems Certification or equivalent.

Must possess IS-100, IS-200, IS-700 & IS-800 Certifications.

Must possess Bloodborne & Airborne Pathogens Certification.

Must possess a PA Water Rescue I Certification or equivalent.

Must possess a Hazmat Operations Certification or equivalent.

Must possess a Rope Rescue I Certification or equivalent.

Must possess a Basic Rope and Rigging Certification or equivalent.

Must possess a Structural Collapse Level I Certification or equivalent.

Must possess a Structural Collapse Level II Certification or equivalent.

Must possess FTL or SARTECH II Certification

Shall be in command in the absence of the Chief.

Captain  Must be an active member for at least two years. (RETIRED POSITION)

Must have at least two years Search experience.

Must have at least two years Technical Rescue experience.

Must possess Managing Search Operations or Incident Command System Certification.

Must possess IS-100, IS-200 & IS-700 Certifications.

Must possess Bloodborne & Airborne Pathogens Certification.

Must possess Grid I & II Certification or equivalent.

Must possess Water Rescue I Certification or equivalent.

Must possess a Hazmat Awareness Certification or equivalent.

Must possess Rope Rescue I Certification or equivalent.

Must possess FTM or SARTECH III Certification.

Shall be in command in the absence of the Chief and Asst. Chief.

Lieutenants  Must be an active member for one year.

Must have one year Search experience.

Must possess IS-100, IS-200 & IS-700 Certifications.

Must possess Bloodborne & Airborne Pathogens Certification.

Must possess Wilderness SAR Responder or Grid I & II.

Must possess Water Rescue I or Rope Rescue I or equivalent.

Must possess a Hazmat Awareness Certification or equivalent.

Must possess FTM or SARTECH III Certification.

Shall be in command in the absence of the Chief, Asst. Chief and Captain.

Duties of the Board of Directors

1.   To coordinate the efforts of the various Committees and to provide liaison among

      them.

2.   To review and approve an annual budget.

3.   To delegate authority to pay expenses.

4.   To establish, publish, and enforce standards of procedure for search and rescue

      operations in the form of Standard Operating Guidelines.

5.   To intervene and to take the necessary action, including disciplinary procedures when

      there has been a violation of EPTSAR policies, procedures or directives by a member.

6.   To solicit monetary and material contributions for the support of the EPTSAR, and to

      draft its budget.

7.   To inform the appropriate local and County Emergency Management Agencies and any

      other authorities of the activities and capabilities of EPTSAR, and to cooperate with

      those authorities in making these services available to the public.

8.   To inform other search and rescue and related Corporations of the capabilities and

      limitations of EPTSAR and to cooperate with those Corporations in the effort to

      provide an effective search and rescue capability to the public.

9.   To fulfill other incidental duties specified in these Bylaws.

10. To fulfill the requirements of the Articles of Incorporation.

President  It shall be the duty of the President to preside at all meetings, to call

                  special meetings of all the team at written request of five members, or

                  whenever the President thinks proper, to decide all points of order, to see

                  that each subordinate officer performs his/her duties, to cast the deciding

                  vote in case of a tie and to enforce all bylaws as set forth to the best of

                  his ability. The President shall have the power to appoint all committees

                  not otherwise provided and any member so appointed shall perform his/her

                  duties. The President together with the Treasurer shall sign all checks,

                  notes and drafts issued by the Corporation and give bond as the

                  Corporation decides. All checks, notes and drafts greater than $100.00

                  must be discussed and approved by a 2/3 majority vote of the Board of

                  Directors. It shall be the duty of the President to serve as the Chief

                  Executive Officer of the corporation when the Board is not in session.

Vice-President  It shall be the duty of the Vice-President to perform the duties of the

                           President when absent and to fulfill other duties as designated by the

                           President.

Secretary  It shall be the duty of the Secretary to keep a correct record of the

                  meetings, serve notice of the meetings where so decided by the President

                  or the Corporation, notify persons of their election or rejection and keep a

                  correct account of all Search and Rescue operations. The Secretary shall

                  have the books at every meeting. The Secretary shall have the power to

                  sign checks in the absence of the President or Treasurer. The Secretary

                  shall ensure the accuracy, maintenance, configuration, control and

                  publication of all EPTSAR Policies and Procedures. To conduct periodic

                  reviews of these policies to ensure their relevance in the light of changes

                  to rules and standards.

Treasurer  Shall receive all monies, pay all debts, keep a receipt of all monies

                   expended and  keep a correct amount of all financial transactions. The

                   Treasurer shall make a monthly report. He/She shall make deposits into

                   the bank that has been designated  and approved by the Corporation.

                   The Treasurer shall have the books ready at all times for inspection when

                   ordered to do so by the President. The Treasurer along with the President

                   shall sign all checks, notes and drafts issued by  the Team. The Treasurer

                   shall upon retirement from office, turn over to the successor all monies,

                   books, papers and other records in his/her possession. Additionally, the

                   Treasurer shall have the discretion to pay up to $100 for unbudgeted

                   expenses without further approval and to make payments on all Board

                   approved or budgeted expenditure. He/she shall accept donations and

                   other financial resources and property on behalf of EPTSAR, issuing a

                   properly constructed receipt as necessary. The Treasurer shall prepare and

                   submit any financial information that may be properly required by federal,

                   state or local government. He/she will also, prepare an annual budget for

                   the Board to approve.

Duties of the Operational Officers

Chief  Shall command the Corporation when on duty at a search or rescue operation,

           training drills or at any other team function. The Chief shall see that all

           equipment in the possession of or belonging to the team  is kept in good repair.

           The Chief shall be responsible for the safety of every member while on a Search

           and Rescue Operation. Chief shall see that a record of all attending the team

           functions is being maintained. The Chief shall be able to spend up to $1OO as

           well as sign a check in an EMERGENCY, this shall be discussed at the next

           monthly business meeting.

Assistant Chief  Shall be the duty to assist the Chief in the discharge of duties, to

                            obey all orders received from the Chief and in the absence of or at

                            the Chiefs request take command and perform all the duties of the

                            Chief.

Captain  Shall be the duty to assist both the Chief and Assistant Chief in the discharge

               of duties.

1st and 2nd Lieutenant  Shall be the duty to assist the Chief, Assistant Chief, and

                                         the Captain in their duties. Lieutenants shall present an

                                         equipment checklist form to the Chief at least once every

                                         other month prior to the next monthly business meeting.

Article VII – Vacancies

If the office of any officer or agent, one or more, becomes vacant for any reason, the

Board of Directors may choose a successor or successors who shall hold office for the

unexpired term in respect of which such a vacancy occurred. Any active member, who

meets all the requirements as set forth by the By-Laws and meets the Board of

Directors approval, shall be eligible for any vacancy.

Duties of the Members

1.    It shall be the duty of all members to respond promptly and safely to all emergency

       calls. Personnel and equipment should respond only when requested or when

       dispatched by an appropriate authority.

2.    When a member arrives on scene, they must formally check/sign in. NO

       EXCEPTIONS!

3.    The member shall be subject to the orders of the Officer in Command until the

       Corporation is dismissed.

4.    It shall be the duty of all members to attend at least 50% of meetings and

       functions of the East Penn Technical Search & Rescue Team.

5.    Any member refusing or neglecting to obey orders of the Officer in Command while

       on duty shall be on report to the Corporation.

6.    It is the duty of all members to obtain First Aid, CPR, AED, IS-100, IS-200 & IS-700

       training.

7.    All members must participate in at least 50% of all fundraising events each year.

8.    No Member shall attend an official function under the influence of alcohol or

       controlled substances unless the function is a social one, in which case, controlled

       substances are still prohibited.

9.    New members must obtain a backpack, daypack or fanny pack during their six-month

       probationary period.

10.  All new members must participate in one certified training class within one year.

11.  Everybody must wear proper protective equipment suitable for the environment.

12.  Blue lights will be permitted but must be registered with the Chief. At no time, will

        Speeding, Running Stop Signs, Tailgating or other reckless acts be tolerated.

        Repeated violations may result in loss of blue light privileges or suspension.

13.  Volunteers responding in personal vehicles must obey the State motor vehicle code

       with respect to courtesy lights and siren privileges.

14.  Volunteers responding in personal vehicles should come to a complete stop at all

       stop signs and traffic signals and must wait for normal right of way before

       proceeding.

15.  Individual volunteers driving to an incident must have a valid driver’s license,

       registration and auto liability insurance with the appropriate liability limits.

16.  To drive or operate any EPTSAR Emergency Vehicle, you must first participate in an

       Emergency Vehicle Operations Course (EVOC) and have a minimum of 8 hours (on

       the road) driver training.

17.  Volunteers responding to an incident in any team vehicle must be properly seat

       belted at all times.

Article VIII – Books and Records

1.   The Corporation shall keep an original or duplicate record of the proceedings of the

      members and the directors, the original or a copy of its By-laws, including all

      amendments thereto to date, certified by the Secretary of the Corporation, and an

      original or a duplicate membership register, giving the names of the members, and

      showing their respective addresses and the class and other details of the

      membership of each. The Corporation shall also keep appropriate, complete and

      accurate books of records of account. The records provided for herein shall be kept

      at either the registered office of the Corporation in the Commonwealth, or its

      principal place of business wherever situated.

2.   Every member shall, upon written demand under oath stating the purpose thereof,

      have a right to examine, in person or by agent or attorney, during the usual hours

      for business for any proper purpose, the membership register, books and records

      of account, and records of the proceedings of the members and directors, and to

      make copies or extracts there from. A proper purpose shall mean a purpose

       reasonably related to the interest of such person as a member. In every

       instance where an attorney or other agent shall be the person  who seeks

       the right to inspection, the demand under oath shall be accompanied by a

       power of attorney or such other writing which authorizes the attorney or

       other agent to so act on behalf of the member. The demand under oath shall

       be directed to the Corporation at its registered office in this Commonwealth

       or at its principal place of business wherever situated.

Article IX – Transaction of Business

1.  The Corporation shall make no purchase of real property nor sell, mortgage, lease

     away or otherwise dispose of its real property, unless authorized by a vote of

     two-thirds of the members in office of the Board of Directors.

2.  Whenever the lawful activities of the Corporation involve among other things the

     charging of fees or prices for its service or products, it shall have the right to

     receive such income and, in so doing, may make an incidental profit. All such

     incidental profits shall be applied to the maintenance and operation of the lawful

     activities of the Corporation, and in no case shall be divided or distributed in any

     manner whatsoever among the members, directors or officers of the Corporation.

3.  All checks or demands for money and notes of the Corporation shall be signed by two

     directors.

Article X – Annual Report

The Board of Directors shall present annually to the members a report, verified by the

President and Treasurer or by a majority of the directors, showing in appropriate detail

the following:

              (a)  The assets and liabilities of the Corporation as of the end of the fiscal

                   year immediately preceding the date of the report.

             (b)  The principal changes in assets and liabilities during the year immediately

                  preceding the date of the report.

           (c)  The revenue or receipts of the Corporation for the year immediately preceding

                  the date of the report.

           (d)  The expenses or disbursements of the Corporation during the year

                  immediately preceding the date of the report.

           (e)  The number of members of the Corporation as of the date of the report,

                  together with a statement of increase or decrease in such number during

                  the year immediately preceding the date of the report and a statement of

                  the place where the names and addresses of the current members may be

                  found. This report shall be filed with the minutes of the meeting of

                     members.

Article XI – Notices

1.   Whenever written notice is required to be given to any person, it may be given to

      such person, either personally or by sending a copy thereof by first class mail,

      postage pre-paid, to his address appearing on the books of the Corporation, or, in

      the case of directors, supplied by him to the Corporation for the purpose of notice.

       If the notice is sent by mail, or any other means, it shall be deemed to have

       been given to the person entitled thereto when deposited in the United States

       mail for transmission to such person.

2.   A notice of a meeting shall specify the place, day and hour of the meeting and any

      other information required by statute or these By-laws.

3.   Whenever any written notice is required to be given under the provisions of the

      statute or the Articles or By-laws of this Corporation, a waiver thereof in writing,

      signed by the person or persons entitled to such notice, whether before or after

      the time therein, shall be deemed equivalent to giving of such notice. Except as

      otherwise required by statute, neither the business to be transacted at nor the

      purpose of a meeting need be specified in the waiver of notice of such meeting.

4.   In the case of a special meeting of members such waiver of notice shall specify the

      general nature of the business to be transacted. Attendance of a person at any

      meeting shall constitute a waiver of notice of such meeting, except where a person

      attends a meeting for the express purpose of objecting, at the beginning of the

      meeting, to the transaction of any business because the meeting was not lawfully

      called or convened.

Article XII – Miscellaneous Provisions

1.   The fiscal year of the Corporation shall begin on the first day of January.

2.   One or more persons may participate in a meeting of the Board of Directors or of the

      members by means of conference telephone or similar communications equipment

      by which all persons participating in the meeting can hear each other. Participation

      in a meeting pursuant to this section shall constitute presence at such meeting.

3.   So long as the Corporation shall continue to be organized on a nonstick basis, the

      Board of Directors shall have authority to provide for the members to make capital

      contributions in such amounts and upon such terms as are fixed by the directors in

      accordance with the provisions of section 5541 of the Nonprofit Corporation Law of

      1988.

4.   The Board of Directors, by resolution, may authorize the Corporation to accept

      subventions from members or nonmembers on terms and conditions not inconsistent

      with the provisions of section 5542 of the Nonprofit Corporation Law of 1998.

Article XIII – Indemnification

The Corporation shall indemnify each of its directors, officers, and employees whether or

not then in service as such (and his or her executor, administrator and heirs), against all

reasonable expenses actually and necessarily incurred by him or her in connection with

the defense of any litigation to which the individual may have been a party because he or

she is or was a director, officer or employee of the Corporation. The individual shall have

no right to reimbursement, however, in relation to matters as to which he or she has

been adjudged liable to the Corporation for negligence or misconduct in the performance

of his or her duty as director, officer or employee by reason of willful misconduct, bad

faith, gross negligence or reckless disregard of the duties of his or her office or

employment. The right to indemnity for expenses shall also apply to the expenses of

suits, which are compromised or settled if the court having jurisdiction of the matter

shall approve such settlement. The foregoing right of indemnification shall be in

addition to, and not exclusive of, all other rights to that which such director, officer,

member or employee may be entitled. 

Article XIV – Amendments

1.   By-laws may be adopted, amended or repealed by the vote of members entitled to

      cast at least a majority of the votes which all members present are entitled to cast

      thereon at any regular or special meeting duly convened after notice to the

      members of that purpose.

2.   The Board shall adopt a resolution setting forth the proposed amendment, finding it

      to be in the best interests of the Corporation, and directing that it be submitted to a

      vote at a meeting of the General Membership.

3.   The proposed amendment shall be adopted upon receiving more than two-thirds of

      the votes entitled to be cast by Certified Members present or represented by proxy

      at the meeting.

4.   Should a member be unable to attend such meeting, voting by email will be

      admissible according to  arrangements the Secretary might reasonably make to

      ensure a safe, secure and timely vote.

5.   All amendments must be filed with the Pennsylvania Department of State

      Corporation Bureau on the Articles of Amendments – Domestic Corporation Form.

      There is a fee of $70.00 for filing this form.

Article XIV - Suspensions and Expulsions

1.    No member shall surrender any information pertaining to East Penn Technical Search

       and Rescue Team to any individual, official, or the press without first being

       delegated to do so by either the President or Chief.

2.    Any member may be expelled if failing to conform to the By-laws and Constitution of

       the East Penn Technical Search and Rescue Team by two-thirds vote of the Board

       of Directors present at any regular business meeting. Any Officer may be removed

       from office for refusing or neglecting his/her duties by two-third vote of the Board

       of Directors present at the monthly business meeting.

3.    Any member who refuses or neglects to attend 50% of East Penn Technical Search

       and Rescue Team functions or who misses four regular business meetings in

       succession shall be classified an inactive member.

4.    If a member uses insulting language while on duty to an officer or officer in

       command, or at a business meeting, or be guilty of any offense to bring

       disgrace on, or to create discord in the Corporation from 02/19/05 on, shall

       be or may be subject to suspension or expulsion from the Corporation at the

       next regular monthly business meeting by a two-third vote of the Board of

       Directors.

5.    If a member makes unwelcome sexual advances, requests for sexual favors, and/or

       makes verbal or physical conduct of a sexual nature, to any member, officer or

       official constitutes sexual harassment. The member shall be or may be subject to

       suspension or expulsion from the Corporation at the next regular monthly business

       meeting by a 2/3 vote of the Board of Directors. This type conduct will not be

       tolerated! (See Sexual Harassment Policy)

6.    No member of the Corporation shall give out their personal phone number, pager

       number or Nextel number for business pertaining to EPTSAR without first being

       delegated to do so by the President or Chief. The only number to be given out for

       emergencies is 570-656-1209 or 570-894-2929.

7.    The President and Chief shall have the ability to suspend any member in violation of

       the By-Laws and Constitution as set forth.

8.    Pending an investigation and disciplinary procedure, a member may be suspended

       (and forbidden from any EPTSAR operational activity) by the Board of Directors.

9.    Voting on questions of expulsion shall be by written ballot, with vote by proxy

       accepted.

10.  Expulsion should be reserved for confirmed serious breaches of EPTSAR rules,

       regulations or procedures.

Causes for automatic dismissal:

1.   Conviction of a felony as an adult.

2.   Conviction of any crime, while an adult, involving a child, the elderly and/or a

      dependant adult.

3.   Conviction of any violent crime within the 10 years preceding the individual’s

      application.

4.   Conviction of any crime, as set forth above, while an employee or volunteer member

      of EPTSAR.

5.   Conviction of any other crime deemed by the majority vote of the Board of Directors

      to be disqualifying.

6.   Falsifying information on your membership application, or to the Board of Directors,

     Committees and Members.

Association with Other Corporations

The Board is empowered to enter into cooperative agreements, formal or informal, with

other Corporations and agencies, provided:

         1.   Such agreements are in the best interest of providing enhanced search and

              rescue or rescue-related service to the public.

        2.   Such agreements do not conflict with the Articles of Incorporation or Bylaws.

        3.   Such agreements do not impair the effectiveness of EPTSAR in providing

              services to the public.

        4.   Such agreements do not make EPTSAR, or its members, liable for prosecution.

        5.   Such agreements do not restrict EPTSAR officers or members in caring for the

              safety of victims or search and rescue personnel.

        6.   Such agreements do not place EPTSAR personnel involuntarily in situations such

              that the EPTSAR personnel cannot decline to follow directions they consider

              unnecessarily dangerous to victims or to search and rescue personnel.

Property and Funds

  1. The property and funds of this Corporation cannot, in any manner be divided among

    the members individually, but shall remain property of the East Penn Technical

    Search and Rescue Team for its legitimate use as long as five members in good

    standing remain therein. After that point, property and funds will be relinquished to

    the rightful person or persons.

     

  2. Whenever a member of this Corporation either by death, expulsion or withdrawal

    ceases to be a member thereof, his rights, title and interest in and to the property

    and funds become extinct.

  3.  This Corporation cannot enter into a contract of any nature without a majority vote

       in favor of such and should be discussed at a regular business meeting.

Amendments

A meeting of the Board of Directors from East Penn Technical Search and Rescue was

held on 02/22/06 to discuss and vote upon three separate amendments. In order to meet

the Internal Revenue Service test  for exemption under section 501 (c) (3), we must

make the following amendments to our existing documents and Articles of Incorporation.

These amendments are as follows:

        a.  Said Corporation is organized exclusively for charitable, religious, educational,

             and scientific purposes, including, for such purposes, the making of distributions

             to Corporations that qualify as exempt Corporations under section 501 (c) (3) of

             the Internal Revenue Code, or corresponding section of any future federal tax

             code.

        b.  No part of the net earnings of the Corporation shall inure to the benefit of,

             or be distributable to its members, trustees, officers, or other private persons,

             except that the Corporation shall be authorized and empowered to pay

             reasonable compensation for services rendered and to make payments and

             distributions in furtherance of the purpose set forth in the purpose clause

             hereof. No substantial part of the activities of the Corporation shall be the

             carrying on of propaganda, or otherwise attempting to influence legislation

             and the Corporation shall not participate in, or intervene in (including the

             publishing or distribution of statements) any political campaign on behalf

             of any candidate for public office. Notwithstanding any other provision of this

             document, the Corporation shall not carry on any other activities not permitted

             to be carried on (a) by an Corporation exempt from federal income tax under

             section 501 (c) (3) of the Internal Revenue Code, or corresponding section of

             any future federal tax code, or (b) by an Corporation, contributions to which

             are deductible under section 170 (c) (2) of the Internal Revenue Code, or

             corresponding section of any future federal tax code.

        c.  Upon the dissolution of the Corporation, assets shall be distributed for one or

             more exempt purposes within the meaning of the section 501 (c) (3) of the

             Internal Revenue Code, or corresponding section of any future tax code, or

             shall be distributed to the federal government, for a public purpose. Any such

             assets not disposed of shall be disposed of by the Court of Common Pleas of

             the county  in which the principal office of the Corporation is then located,

             exclusively for such purposes or to such Corporation or Corporations, as said

             Court shall determine, which are organized and operated exclusively for such

             purposes. These necessary amendments to our Articles of Incorporation have

             been made as directed by the Internal Revenue Service. Said amendments

             have been added to our Constitution and By-laws on 02/23/06.

 

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