TABLE OF CONTENTS

Article 1: Title and Purpose

Section 1.01. Name. The name of this organization shall be the "Erie County Hazardous Materials Response Team. Erie County PA", hereinafter referred to as "the Hazmat Team" or "the Team".

Section 1.02. Powers. These By-laws constitute the rules and regulations adopted by the Team for the regulation and management of its affairs. The Team shall have the purposes or powers as set forth in its Articles of Incorporation, and such powers as are now or may hereafter be granted by the Nonprofit Corporation Law of 1989 of the Commonwealth of Pennsylvania, or any successor legislation.
 

Section 1.03. Purpose. The Team is organized as an emergency response service for any lawful purpose or purposes including but not by way of limitation: to provide advisory and life-safety/environmental-conservation/property-protection mitigation intervention, resources and other related services to and for the residents of Erie County, Pennsylvania and those adjacencies with mutual-aid agreements and to support and maintain emergency response apparatus, communications equipment and resources, and any other related equipment or apparatus.
 

Section 1.04. Mandated Operational Member Requirements. Although all members of the Team are "volunteer", the extreme nature and severity of the activities of this body mandate its operations as regulated by OSHA 29 CFR 1910.120 and related State guidelines. It is furthermore required that all members comply with the training requirements and Operating Procedures ("OPs") as developed by the Chief.
 

Section 1.05. Political Activity and Commercial Enterprise. It shall be unlawful for the Team to engage in any political activity or commercial enterprise, or for anyone to use the name or property of the Team for any such purpose.
 

Section 1.06. Membership Classification. The Team shall have only the Active membership classification referring to those persons belonging to the Team who respond to calls and attain and maintain Active status as defined in the By-Laws.

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Article II: Board of Directors

Section 2.01. General Powers. The Team shall have a duly elected Board of Directors, which shall take action for the Team on urgent matters not able to wait for the next meeting. The actions shall be subject to ratification of the body at the next regular meeting.
 

Section 2.02. Members of the Board. Shall consist of the President, Chief, the Director of the Erie Country Emergency Management Agency, the Assistant Director of the Erie Country Emergency Management Agency, and two Team Members, elected at large.
 

Section 2.03. Meetings. The President may call a meeting of the Board of Directors as needed. It is expected that a meeting will be called for matters of an urgent nature that may not be able to wait until the next regularly scheduled meeting of the Team. The meeting will address only the issue or issues for which the special meeting was called. Notice of the meeting will be made to all other Board members at least 24 hours in advance of the meeting. In the absence of the President, the Chief may call a board meeting and preside there.

Section 2.04. Quorum. Three members of the Board of Directors shall constitute a quorum.
 

Section 2.05. Attendance. The Board meetings shall be attended by Board members only. If another individual has business to present to the Board, this may be allowed by the presiding officer. In this case the business will be presented and that individual or individuals will be excused from the remainder of the meeting.
 

Section 2.06. Election and Qualification of Members at Large. The two members at large will be elected each year for a term of one year. The election shall be conducted in accordance with Article 8 of these By-laws. Those members holding other offices shall not be eligible for the position of member at large of the Board of Directors. Members at large shall have been Team Members for two years prior to taking office and attended eight of the previous twelve Team meetings prior to nomination.
 

Section 2.07. Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the Team Membership at its next regularly scheduled meeting. Any interim director elected by the Team Members shall serve the unfulfilled term of the departed Director.

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ARTICLE III: Active Membership

Section 3.01. Purpose of Active Membership. The purpose of the Active Membership shall be to provide advisory and life-safety / environmental-conservation / property-protection mitigation intervention, resources and other related services as set forth in Article I, Section 3.
 

Section 3.02. Membership. Any person living within the primary protection district of the Team, who holds a valid Pennsylvania drivers license and is certified to the Hazmat Operations Level of training may apply for Active Membership with the Team.
 

Section 3.03. Application Procedure. An application for Active Membership may be requested from any member of the investigating committee. The applicant will be advised of the application procedure and the requirements for Active Membership. The written approval of the Team physician and a physical, which will include a substance abuse urine screen, will be completed before being presented as a candidate for Active Membership.
 

Section 3.04. Procedure for Election to Probationary Active Membership. Following a review by the investigating committee, and approval by the Chief, the applicant will be presented to the membership at the next regular Active monthly meeting. The applicant must be present in order to be voted on by the Active Membership. It will require a majority vote for the election to Active Probationary Membership, and upon approval the applicant will become a probationary member. If the Active roster is at capacity, the name or names of those approved for probationary membership shall be placed on a waiting list. As vacancies arise the probationary applicants shall be called in order of their approval. A member who has been called to probationary duty shall be notified to appear at a meeting and shall present themselves within 30 days of notification or forfeit their standing as a probationary member.
 

Section 3.05. Qualifications for Active Membership.

Section 3.06. Procedure for Election to Active Membership. Every probationary member shall serve a minimum of 6 months to a maximum of 12 months probationary period. The length of the probationary period will be at the discretion of the Chiefs based upon review of the probationary member's performance and the completion of requirements set forth by Team policy. A probationary member shall be elected to Active status at a monthly Active meeting selected by the Chief. A vote (taken by secret ballot) by a 2/3rds majority of the Active Membership voting at the meeting shall be needed to elect a probationary member to full Active status.
 

Section 3.07. Reapplication for Active Membership. Any probationary member who has served less than 12 months, and who is not elected to Active Membership may reapply for a new probationary period after a period of three months. No probationary member may serve a cumulative total of greater than 12 months probation.
 

Section 3.08. Resignation of Active Membership. Any Active Member of the Team may resign at any time by returning all Team property in their possession and submitting a written resignation to the Chief.
 

Section 3.09. Removal of Active Member. Any Active Member who no longer fulfills the Qualifications for Active Membership may be brought to a vote before the Active members by the Chief for removal from the Active roster. The Chief may also bring to vote a member who fails to obtain required training when available. The removal of an Active Member must be approved by a 2/3rds majority vote of the Active members present at the meeting where such action is taken.

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Article IV: Active Leadership Qualifications and Duties

Section 4.01. Active Leadership. The Active Leadership of the Team will consist of the Chief, and Deputy Chief. There shall also be one Captain, one Training Officer, and as many Lieutenants as deemed necessary by the Chiefs. Lieutenants will be appointed by the Chiefs and reviewed by the Board of Directors for eligibility.

Section 4.02. Election and Appointment of Active Leadership. The Chief, Deputy Chief, Training Officer and Captain shall be elected annually by the Active Membership, excluding probationary members, and shall serve a term of one year. Lieutenants shall serve in their positions until relieved by the Chief or any succeeding Chief. The election shall be conducted in accordance with Article 8 of these By-laws.
 

Section 4.03. Active Secretary. The Chief, at his or her discretion, may appoint an Active Secretary to assist in records keeping and clerical duties of the Active Members.
 

Section 4.05. Qualifications for Captains.

Section 4.07. Qualifications for Chief.

Section 4.08. Chief. It shall be the duty of the Chief to have command of the Active Membership. This shall include but is not limited to drills, emergency responses, and any special details or functions. The Chief will have the authority to suspend any Active Member (subject to Team policy) for insubordination (defined as conduct inconsistent with the By-laws and/or policies and procedures of the Team). The Chief will have the authority to develop and implement policies and Operating Procedures ("OPs") (consistent with the By-laws of the Team and approved by the Board of Directors) regarding Active operations of the Team. The Chief shall be responsible for the placement of apparatus and equipment. It shall also be the duty of the Chief to preside over all Active meetings.
 

Section 4.09. Deputy Chief. It shall be the duty of the Deputy Chief to aid the Chief in the fulfillment of his or her duties. In the absence of the Chief the Deputy Chief shall perform the duties of the Chief.
 

Section 4.10. Captain. It shall be the duty of the Captain to assist the Chief and Deputy Chief in their duties. The Captain will be expected to perform the tasks assigned to him/her by the Chief and Deputy Chief within the scope of their appointment.
 

Section 4.11. Lieutenants. It shall be the duty of the Lieutenants to assist the Chief and Deputy Chief in their duties. They will be expected to perform the tasks assigned to them by the Chief and Deputy Chief within the scope of their appointment. Lieutenants shall be assigned to apparatus and shall oversee the receiving, distribution, maintenance, inventory, and replacement of equipment on the apparatus and maintenance of the apparatus.
 

Section 4.12. Training Officer. It shall be the duty of the Training Officer to coordinate training needed by each team member and to advise the Chief of training needs. The Training Officer shall arrange training to fit the drill schedule as established by the Chief and shall oversee the training and guidance of the probationary members.

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Article V: Business Officers and Solicitor

Section 5.01. Officers. The Business Officers of the Team will consist of a President, two Vice-Presidents, and Secretary/Treasurer.
 

Section 5.02. Election, Term and Vacancies. All Officers will be elected by the Team Membership to serve a one year term and until their successors are elected and installed. The election shall be conducted in accordance with Article 8 of these By-laws.
 

Section 5.03. Vacancies. A majority of the Team Membership present at its next regularly scheduled meeting shall fill any vacancies. Any interim officer elected by the Team Members shall serve the unfulfilled term of the departed Officer.
 

Section 5.04. Solicitor. Should the Team require the services of a Solicitor, the Solicitor shall be an attorney at law, licensed to practice in the State of Pennsylvania. The Solicitor shall be appointed by the President with the consent of the Board of Directors.
 

Section 5.05. President. The President shall be the Chief Executive Officer of the Team and shall have general supervision of the business, affairs, and property of the Team. The President shall have the power to suspend Team Members for insubordination (defined as conduct inconsistent with the by-laws and or policies and procedures of the Team). The President shall preside at all meetings of the Active Membership and the Board of Directors and perform such other duties as shall be provided from time to time by resolution of the Board of Directors. The President shall appoint the Chairperson of each Committee and shall be an ex-officio member of all Committees. The President shall be an Active Member for a period of two years and a Vice President for a period of one year prior to taking office and attended eight of the previous twelve Team meetings prior to nomination.
 

Section 5.06. Vice-Presidents. The two Vice-Presidents shall perform the duties of the President in his or her absence, assist the President in his or her duties as the Chief Executive Officer of the Team and perform any other duties assigned by the President or the Board of Directors. A Vice-President must be an Active Member for a period of two years prior to taking office and attended eight of the previous twelve Team meetings prior to nomination.
 

Section 5.07. Secretary/Treasurer. The Secretary/Treasurer shall (a) record and keep minutes of all meetings of the Team; (b) keep all records of the Team; (c) give all notices as required by law or by these By-laws; (d) keep a register of the names and addresses of each Team Member; (e) keep and maintain adequate and correct accounts of the Team's properties and business transactions, in cooperation with the President and Quartermaster(s); (f) perform generally all duties incident to the office of Secretary/Treasurer. All books and records of the Team shall be maintained at the office of the Team. The Secretary/Treasurer must be an Active Member for a minimum of two years prior to taking office and attended eight of the previous twelve Team Meetings prior to nomination.

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Article VI: Committees

Section 6.01. Appointment and Powers. The President shall appoint the Chairpersons of all Standing Committees. The President may also appoint special committees with such powers as the President shall deem appropriate, and he or she shall also appoint the chairpersons of such committees. The Committee chairperson shall select the Committee members unless directed otherwise by the President or these By-laws.
 

Section 6.02. Standing Committees. The Standing Committees shall be the Membership Committee and a House Committee when the Team establishes a formal headquarters.

Section 6.03. Support Committee. The President may appoint, at his or her discretion, a Support Committee consisting of non-members of the Team. The personnel serving on the Support Committee shall hold no office, shall have no vote, and shall not share any other privileges of Active members, but may assist in business functions as assigned by the President. The Support Committee shall report to one of the Vice Presidents as assigned by the President.

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Article VII: Team Meetings and Drills

Section 7.01. Rules of Order. Robert's Rules of order shall govern the conduct of all Team meetings unless superseded by these By-laws.
 

Section 7.02. Time of Meeting. Active meetings will be held the Third Tuesday of each month at a time to be determined by the President.
 

Section 7.03. Quorum. There shall be 8 Active Members (excluding probationary members) present to constitute a quorum.
 

Section 7.04. Order of Business for Active Meetings.

Section 7.05. Members only at Active Meetings. No persons other than Active Members shall be admitted to an Active meeting of the Team without the permission of the presiding officer.

Section 7.06. Conduct at Active Meetings. Improper conduct at Active Meetings will not be tolerated. Members of the Team violating this provision may be removed from the meeting at the discretion of the presiding officer.

Section 7.07. Active Drills. Active Drills of the Team shall be scheduled by the Training Officer with the approval of the Chief.

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Article VIII: Procedures for Annual Election of Officers

Section 8.01. Annual Election. The Annual election of Officers and the Board of Directors shall be at the annual December election meeting held the third (3rd) Tuesday in December.
 

8.01(a) Nomination for Offices. - Nominations for elected offices will be held at the November regular Team meeting.
 

8.01(b) Notification of Elections. - The list of all members eligible for elected offices shall be presented by the Secretary/Treasurer at the November and December meetings.
 

8.01(c) Nomination Procedure. - The nominations for Officers and Directors will be made from the floor at the November membership meeting. Nominations will be reopened at the Annual Election immediately preceding the vote for each office. Each candidate nominated for an elected position shall accept the nomination as soon as possible after nomination. Any nominee who has not formally accepted nomination, either in person before the membership or in writing communicated to the Secretary/Treasurer, within five days immediately preceding the election, shall be presumed to have declined the nomination.
 

8.01(d) Election Procedure. - All elections shall be conducted by secret ballot. The election to any office shall be determined by a greater than 50% majority of all votes cast. In the case of a vote in which no candidate has a greater than 50% majority the two candidates with the most votes will be placed in a runoff ballot. The presiding officer shall appoint tellers for the distribution, collection and tabulation of ballots at the beginning of the meeting.
 

8.01(e) Absentee Ballots. - Absentee ballots will be available prior to election night for any person unable to attend the annual elections. They may be secured from the Secretary and must be returned to the Secretary prior to the commencement of election proceedings. These ballots will be counted on the first ballot only. Write in candidates may be added to the absentee ballot. Absentee ballots will not be available for special elections throughout the year.
 

8.01(f) Installation of Officers. - All elected Officers and Members of the Board of Directors shall be installed on the third Tuesday of January of each year.
 

8.01(g) Turnover of Property. - All officers, either elected or appointed, shall turn over all Team property in their possession to their successor by the effective date of their removal or resignation. In the event that there is no successor at the time of their separation from office, all property shall be submitted to the Chief or President.
 

8.01(h) Holding More Than One Office. - No person shall hold two elected offices simultaneously. The exception being appointed officers who may also hold an elected position.
 

Section 8.02. Removal of Officers and Directors.
 

8.02(a) Officers. - Any Officer or Director may be removed from office for inattention to duty or conduct unbecoming an Officer or Director. Removal from the Team's primary protection district shall automatically disqualify any person from continuing to hold office. Any Officer or Director may be removed from office for failure to attend three consecutive regular meetings of the Team without reasonable excuse.
 

8.03(b)Proceedings for Removal. - Removal from any elected position shall be the result of a vote of two-thirds (2/3rds) of the Team members.

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ARTICLE IX: Company Operations

Section 9.01. Suspension of Team Members. Any Team Member who is suspended for a violation of these By-laws and/or policies and procedures of the Team shall immediately return all Team property, including, but not limited to all keys and gear. Further, the suspended member shall be prohibited from participating in all Team functions for the period of suspension. The periods of suspension shall be as follows:
 

Section 9.02. Leaves of Team Members. Any Team Member may be granted a leave of absence at the discretion of the Chief. Personal leaves may be granted for up to 90 days. Medical leaves are not limited in duration, but require a doctors approval to return to Active status.

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ARTICLE X: Limit Of Liability

Section 10.01. Directors and Officers as Fiduciaries. Directors and Officers of the Team shall stand in a fiduciary relation to the Team and shall perform their duties as Directors and Officers, including their duties as members of any committee upon which they may serve, in good faith, in a manner they reasonably believe to be in the best interests of the Team, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, Directors and Officers shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

Section 10.02. Permissible Considerations In Discharging Duties. In discharging the duties of their respective positions, the Board of Directors, committees and individual Directors and Officers may, in considering the best interests of the Team, consider the effects of any action upon members, upon suppliers and customers of the Team and upon communities in which Directors or Officers or other establishments of the Team are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of this section.
 

Section 10.03. Presumption of Acting In the Team's Best Interest. Absent breach of fiduciary duty, lack of good faith or self dealing, actions taken as Directors or Officers or any failure to take any action shall be presumed to be in the best interests of the Team. Directors and Officers shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause their reliance to be unwarranted.
 

Section 10.04. Personal Liability. Directors and Officers shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless
(i) the Director or Officer has breached or failed to perform the duties of his or her office under the provisions of this article, and
(ii) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness. The provisions of this section shall not apply to
(i) the responsibility or liability of Director or Officer pursuant to any criminal statute; or
(ii) the liability of a Director or Officer for the payment of taxes pursuant to local, state or Federal law.

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ARTICLE XI Indemnification Of Officers, Directors, Employees & Agents

Section 11.01. Indemnification. The Team shall indemnify any Director or Officer, and may indemnify any other employee or agent, including Active Members, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Team by reason of the fact that he is or was a Director, Officer, employee, agent or member of this Team, or is or was serving at the request of the Team as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 11.02. Rights Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of the membership or disinterested Directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. It is the policy of this Team that indemnification of, and advancement of expenses to, Directors and Officers of the Team shall be made to the fullest extent permitted by law. To this end, the provisions of this Article XI shall be deemed to have been amended for the benefit of Directors and Officers of the Team effective immediately upon any modification of the Business Corporation Law of the Commonwealth of Pennsylvania (the "BCL") or the Directors Liability Act of the Commonwealth of Pennsylvania (the "DLA") which expands or enlarges the power or obligation of corporations organized under the BCL or subject to the DLA to indemnify, or advance expenses to, directors and officers of such corporations.
 

Section 11.03. Payment of Expenses. The Team shall pay expenses incurred by an Officer or Director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the individual is not entitled to be indemnified by the Team.
 

Section 11.04. Indemnification Continues. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XI shall, unless otherwise provided when authorized or ratified, continues as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
 

Section 11.05. Notice of Claim; Selection of Counsel; Failure to Indemnify. As soon as practicable after receipt by any person specified in Section 11.01 of this Article XI of notice of the commencement of any action, suit or proceeding specified in Section 11.01 of this Article XI, such person shall, if a claim with respect thereto may be made against this Team under Article XI of these By-laws, notify this Team in writing of the commencement or threat thereof; however, the omission so to notify this Team shall not relieve this Team from any liability under Article XI of these By-laws unless this Team shall have been prejudiced thereby or from any other liability which it may have to such person other than under Article XI of these By-laws. With respect to any such action as to which such person notifies this Team of the commencement or threat thereof, this Team may participate therein at its own expense and, except as otherwise provided below, to the extent that it desires, this Team jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by this Team to the reasonable satisfaction of such person. After notice from this Team to such person of its election to assume the defense thereof, this Team shall not be liable to such person under Article XI of these By-laws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided below. Such person shall have the right to employ his or her own counsel in such action, but the fees and expenses of such counsel incurred after notice from this Team of its assumption of the defense thereof shall be at the expense of such person unless:
(i) the employment of counsel by such person shall have been authorized by this Team;
(ii) such person shall have reasonably concluded that there may be a conflict of interest between this Team and such person in the conduct of the defense of such proceeding or
(iii) this Team shall not in fact have employed counsel to assume the defense of such action.
This Team shall not be entitled to assume the defense of any proceeding brought by or on behalf of this Team or as to which such person shall have reasonably concluded that there may be a conflict of interest.  If indemnification under Article XI of these By-laws or advancement of expenses are not paid or made by this Team, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the Team, such person may, at any time thereafter, bring suit against this Team to recover the unpaid amount of the claim or the advancement of expenses. The right to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on this Team. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by this Team.
 

Section 11.06. Existence of Contract. A contract shall exist between the Team and its Officers and Directors with respect to indemnification and advancement of expenses as provided by this Article XI and as otherwise provided by applicable law.

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ARTICLE XII Amendments

Section 12.01. Procedure. The Board of Directors, by majority vote, may recommend to the Team Members, at a regular or special meeting, that these By-laws be altered, amended, or repealed. The Team Members may approve such amendment by a vote of two-thirds (2/3rds) of the Team Members.
 

Section 12.02. Notice. No amendment may be adopted by the Team unless notice of the actual language of the amendment has been presented to the membership at the regular meeting immediately preceding the membership's vote on the amendment and sent to each Team Member at least 5 days prior to the vote.

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