BY-LAWS OF THE

FIRE INSTRUCTORS AND OFFICERS ASSOCIATION
OF NEW HAMPSHIRE

Name, Principal Office and Purposes

The name, principal office and purposes of the corporation shall all be as set forth in the Articles of Association as from time to time amended.

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ARTICLE II

Section 2. Associate members shall be any person interested in the furtherance of fire service training.

Section 3. Student membership is open to any fire protection student.

Section 4. Honorary membership may be bestowed after due deliberation and by a majority vote of the active members of the Association. The membership shall be restricted to persons who have rendered distinguished service to the Association or the field of fire protection.

Section 5. Member Dismissal. The Board of Directors either upon its own initiative or upon recommendation of the membership shall have the right to dismiss a member of the Association for: 1) Failure to pay dues or meet any other obligation of the Association: 2) Conduct of a type prejudicial to the best interests of the Association: 3) Actions of a nature inconsistent with the established articles of the Association. A majority approval of the membership may at any time be sufficient for the removal for other reason(s) whether or not specified in this section.

Section 6. Reinstatement. The Board may, at its own discretion, reinstate any member dismissed for the above reasons, subject to a negative vote of the membership. In such cases as the member being in arrears in the payment of dues or other financial obligation, such payment shall preface any reinstatement consideration.

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ARTICLE III

Section 1. Membership and Initiation fees shall be fixed by a majority vote of the active members at the annual corporate meeting for the following year. A separate membership fee schedule shall be distributed to all members and applicants.

Section 2. Application for membership. Applications for membership shall be submitted to the Board of Directors for acceptance, investigation, classification and recommendation. Final approval and ratification of the application shall be determined by a majority vote of active corporate members at the next scheduled corporate meeting.

Section 3. The initial members of the corporation shall be active, honorary, or student members of the Fire Instructors and Officers Association of New Hampshire.

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ARTICLE IV

Section 1. Management. The management and control of the affairs of this corporation shall be vested in and exercised by a Board of Directors consisting of a President, 1 st Vice President, 2 nd Vice President, Secretary/Treasurer (one position, voted 6/99), and four other active members duly elected as Directors by a majority vote of the Corporation. The Chief of the New Hampshire Department of Safety, Bureau of Fire Standards and Training shall be an ex-officio member of the Board. The management and control as stated herein shall include, but not be limited to, the determination of the dates and places of all corporation meetings and in-service training.

Section 2. Terms of Office. Officers shall hold office for a term of two years. Board members shall hold office for a three-year term and said terms shall be staggered. Present Officers/Directors of the Fire Instructors and Officers Association of New Hampshire shall continue to serve out their elected terms and the present staggering system of directors shall be maintained.

Section 3. Vacancies. In the event of vacancies of the Board of Directors, the President shall appoint a replacement who shall serve until the next annual election.

Section 4. Elections. Officers and Board members shall be elected at the Annual Meeting to fill terms soon to expire, unless otherwise directed by the membership.

Section 5. Nominating Committee. The President at the commencement of the Annual Meeting, shall appoint a Nominating Committee who shall bring in a slate of Officers and Board members to be voted upon by the membership prior to the close of said meeting. The majority of the Nominating Committee shall not at the time of election be office holders.

Section 6. Board Meetings. The Board of Directors/Officers shall meet regularly at such a time and place as designated by the President. Special meetings of the Board of Directors/Officers shall be called upon written request of seven members of the Association or at the discretion of the President. Written notice of any regular or special meeting of the Board of Directors/Officers shall be sent to each member of the Board at least five days prior thereto. The attendance in person at any meeting shall constitute a waiver of notice thereof except as to specific matters as to which advance written notice is expressly required by these bylaws.

Section 7. Annual Corporate Meetings. The Annual meeting of the Corporation shall be held at such time and place as determined by the Board of Directors.

Section 8. Notices. The Secretary/Treasurer shall prepare and cause all notices to be sent herein mentioned.

Section 9. Quorums for Conducting Corporate Business and Board of Director Meetings. A quorum at any regular or special Board meeting shall consist of a majority of Directors/Officers of the Corporation then in office.

General Corporation Meetings. A quorum at any regular corporation meeting shall consist of thirty percent of the active members present.

Section 10. Voting. All matters considered at a meeting shall be by voice vote except that upon request of any three active members present, a roll call vote shall be taken.

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ARTICLE V

Section 1. Officers. The Officers of the Association shall consist of a President, 1 st Vice President, 2 nd Vice President, a Secretary/Treasurer (one position, 1999), and other such Officers as the Corporation may from time to time determine.

Section 2. Duties. The Officers of the Corporation shall perform such duties as may be required of them by the Board of Directors. The President shall be the Chief Executive Officer and shall preside at all meetings of the Directors/Officers and the Corporation. In his absence, the Vice-Presidents shall assume the President's duties. The Secretary/Treasurer shall keep or cause to be kept all records and minutes, communications or correspondence concerning Corporation members and activities. He/she shall be the custodian of all funds and assets of the corporation and shall be responsible for the correct dispersal of it upon authorization of the President and/or the Board of Directors. He/she shall render a complete summary of all income and expenditures upon request of the Board or membership of the Corporation. The Secretary/Treasurer shall be bonded in the appropriate amount to a level authorized by the Board of Directors. Applicable costs of such bond shall be assumed by the Corporation.

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ARTICLE VI

Section 1. The Board of Directors may authorize any Officer or Officers, or any employee in conjunction with one or more Officers, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument or to sign checks, drafts or other orders for payment of money or notes or other evidence of indebtedness, as such authority may be general or it may be confined in specific instances; and unless specifically authorized by the Board of Directors, no Officer or Director shall have the power or authority to bind the Corporation by any contract or engagement, to pledge its credit, or to render it financially liable for any purpose or in any amount.

Section 2. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such Banks, Trust Companies or other Depositories as the Board of Directors/Officers may select; and for the purpose of such deposit the Officer(s) to whom such power is expressly delegated by the Board of Directors/Officers may endorse, sign, and deliver checks, drafts, and other orders for the payment of money to the order of the Corporation.

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ARTICLE VII

Section 1. Each member of the Corporation (and their respective Heirs, Executors, and Administrators) shall be indemnified by the Corporation against any cost, expense (including attorney's fees), judgment and liability reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be made a party or with which he shall be threatened, by reason of his being or having been a member of the Corporation, except with respect to matters as to which he/she shall be finally adjudged in such action, suit or preceding to be liable for willful misconduct as such member. In the event of settlement of any such action, suit, or proceeding brought or threatened, such indemnification shall be limited to matters covered by the settlement as to which the Corporation is advised by counsel that such member is not liable for willful misconduct as a member. The foregoing right of indemnification shall be in addition to any rights to which any member may otherwise be entitled.

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ARTICLE VIII

The fiscal year of the Corporation shall begin on the first day of July in each year.

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ARTICLE IX

The by-laws may be altered or amended by a vote of two-thirds of the active members of the Corporation. A proposed amendment or amendments may not be acted upon at a meeting of the Corporation unless they shall have been presented previously for consideration at an earlier meeting of the Corporation.