BYLAWS - AMENDED May 2, 2006

Article I - Name

The name of the department shall be "Churchill Five Forks Volunteer Fire Department, Inc. (CFFVFD)". The location of the CFFVFD shall be at the main fire station at 1168 Church Hill Five Forks Road, Macon, NC 27551 and the substation at 549 Nocarva Road, Macon, NC 27551.

Article II - Purpose

The purpose of CFFVFD is to assure the availability and readiness of trained volunteers and to respond to emergencies called by the Warren County Emergency Management or as otherwise detected. CFFVFD may engage in emergency rescue and fire protection as needed and on-call, as a best effort basis by the department volunteers. The activities may include emergency rescue in First Responder calls, water rescues, and fire fighting from both land and water. We will provide emergency support to the federal, state or local government as requested and to the best of our abilities.

Article III - Charter

The CFFVFD will be chartered with the State of North Carolina as a non-profit corporation.

Article IV - Corporation Membership

Section 1. Admission to Membership Persons may be admitted to full membership in this corporation upon the affirmative vote of the majority of the members present and voting at any meeting of the membership. Each new member will be assigned to a mentor and will be on 6 months probation.

Section 2. Membership Qualifications any person, regardless of race, creed, gender, or national origin, of good moral character, physically sound and who has attained the age of 18 to 50 years inclusive may make application to the Fire Department for admission as a volunteer firefighter. A written application provided by the Department is required and will be investigated by the Chief or delegate of the Chief. Persons less than 18 or more than 50 years of age shall be acceptable within the discretion of the Board of Directors. Each new inductee will be subject to a six (6) months probationary period. If, at the end of the six months probationary period, a member is not in good standing, as determined by the Chief and Membership and Grievance Committee, dismissal can be by a majority vote at the next regular or special meeting of the membership.

Section 3. Evidence of Membership Membership in this corporation shall be evidenced by a membership certificate issued annually by the North Carolina State Firemen's Association and executed fully by the Association and by the CFFVFD Chief. Also, each member will have a fire department picture identification badge issued by the Warren County Fire Marshall.

Section 4. Annual Meeting The annual meeting of the members of the corporation shall be held at the principal office of this corporation in the county of Warren, State of North Carolina, at 7:30 P.M. or as soon thereafter as the members shall assemble, on the first Monday in June in each and every year, for the purpose of electing Directors and transacting such other business as may be properly brought before them.

Section 5. Business Meetings A meeting of three (3) hours duration shall be held the first week of each month at such times as may be designated by the Chief.

Section 6. Training Meetings and Special Meetings Training meetings for fire fighting and first responder rescue shall be held on the third week of each month. Other special meetings may be designated for training and maintenance purposes as may be deemed necessary by the Chief. Special meetings of the members may be held at such places as may be designated in the call of such meetings and may be called by at least three (3) members of the Board of Directors, including the President and Secretary.

Section 7. Quorum and Protocol a quorum must be present in order for business conducted by the membership to be legal and binding. A quorum of the membership shall consist of five (5) members entitled to vote. Any number less than a quorum present may adjourn any meeting until a quorum is present and no notice as to such adjourned meeting shall be necessary. All questions regarding procedures at meetings not expressed in these bylaws shall be decided by "Robert's Rules of Order."

Section 8. Voting Rights Each full member shall have the right to cast one (1) vote in all elections of officers and other business items as may be legally brought before annual or regular meetings of the Corporation.

Section 9. Order of Business The following order of business shall be followed in any meeting, regular or special, of the members.

a. Call to Order

b. Minutes of last meeting

c. Treasurer's report

d. Action on new membership applications (as required)

e. Election of officers (as required)

f. Old business

g. New business

h. Adjournment

Article V - Corporation Board of Directors

Section 1. Number, Election and Terms of Office There shall be seven (7) Directors who shall be elected by the members in attendance at annual meetings to serve staggered terms of three (3) years. All full members in good standing are eligible for election to the Board of Directors.

Section 2. Power of Directors The Board of Directors shall have general management and control of the business, property and affairs of the Corporation and may exercise all powers with regard thereto, except such as are by law expressly reserved to the members. Decisions regarding all matters not subject to vote by the membership shall be final.

Section 3. Meetings of Directors The Directors shall hold a meeting at least once during each calendar QUARTER; JUNE, SEPTEMBER, DECEMBER, AND MARCH, at such time and place as they may determine and may hold special meetings at any time upon the call of the President and any two (2) Directors, and the majority rules.

Section 4. Quorum A quorum of any meeting of the Directors shall consist of five (5) directors. Any number less than a quorum present may adjourn any meeting until a quorum is present and no notice as to such adjourned meeting shall be necessary; provided, a quorum must be present in order for such business conducted by the Directors to be legal and binding.

Article VI. Corporation Officers and Committees

Section 1. Duties of the President The President shall preside at all meetings of the Directors or the members and shall have general charge of and control over the affairs of the corporation, subject to such regulations and restrictions as the Board of Directors shall determine.

Section 2. Duties of the Vice-President The Vice-President shall perform such duties as may be assigned by the Board of Directors. In case of the death, disability or absence of the President, the Vice-President shall be vested with all the powers and perform the duties of the President.

Section 3. Duties of the Secretary The Secretary shall keep a record of the minutes of all meetings of the members and Directors, shall give notice of meetings as provided by these Bylaws, have custody of all books, records and papers of the corporation, except such as shall be in charge of the Treasurer or some other person authorized to have charge thereof by the Board of Directors and shall perform such other duties as may be assigned by the Board of Directors.

Section 4. Duties of Treasurer The Treasurer shall receive and disburse all corporation funds, shall keep an accurate and detailed record of all receipts and disbursements, and shall deposit all corporation funds in such bank or banks as may be designated by the Board of Directors. The financial records shall at all times be subject to inspection by any member of the Board of Directors and shall be made available to auditors for annual audits as required by Warren County officials.

Section 5. Publicity Chairman The Publicity Chairman shall seek favorable publicity for the corporation, shall keep the community fully informed as to all activities of said corporation, and shall be in charge of fund raising projects. The Publicity Chairman shall perform such other duties as may be designated by the Board of Directors.

Section 6. Appointments of Advisory Committees The President of the Board of Directors shall at each annual meeting of the corporation appoint and prescribe the duties of the following Advisory Committees as needed:

a. Finance

b. Fire Department Membership and Grievance

c. Equipment Purchase and Maintenance

d. Insurance Coverage

e. Communications

f. Building and Grounds

g. Other committees as directed by the President.

Said Committees shall act as advisors only to the Board of Directors.

Section 7. Directors to Adopt Rules and Regulations The Board of Directors shall adopt a set of rules and regulations governing the operation of the fire department and conduct of its members as formulated and submitted by the Fire Chief. All grievances of fire department members, whether arising out of violation of rules and regulations or not, shall be heard by and decided upon by the Board of Directors; provided, however, that all such grievances shall first be submitted to the Fire Department Membership Committee which will make a full and detailed report too the Board of Directors, along with recommendations for action to be taken. All Board decisions relative to such grievances shall be final without subject to appeal.

Article VII - Election and Duties of Fire Chief

Section 1. Election The Chief of the fire department shall be elected annually upon the affirmative vote of a majority (50% +1) of the members of the corporation present and voting at the annual meeting of the corporation.

Section 2. Duties of the Chief, Assistant Chiefs, and Captains

A. The Chief shall be in full charge at every alarm. All members shall obey the orders and directions of the Chief.

B. The Chief shall appoint two (2) Assistant Fire Chiefs and two (2) Fire Captains and prescribe their duties in the management of the equipment and crews of the main and sub stations.

C. The Chief shall appoint one (1) First Responder Captain and select those firefighters to be certified and to serve as medical First Responders.

D. The Chief may appoint other officers as necessary and shall prescribe their duties, provided however; those other officer positions shall be subject to the approval of the Board of Directors prior to appointment.

E. All such officers shall be accountable to the Chief.

F. The Chief shall have full charge of all fire apparatus and equipment and shall assign its allocation to the main or sub stations. The Chief shall designate and qualify through training any persons who shall act as drivers and equipment operators.

G. The Chief shall be fully accountable to the Board of Directors of the corporation.

H. The Chief shall be responsible for preparing a suitable set of rules and regulations by which the volunteer members shall be governed. Any such rules originated, formulated and later amended, expanded or deleted shall be subject to the approval of the Board of Directors. Action by the Board of Directors in such matters shall be final.

I. The Chief shall make a report at the quarterly meeting. Such report shall consist of the following information: number of fire calls answered during the preceding quarter; miles traveled; fire losses; estimated property saving; equipment maintenance report; activities of volunteer members in the various activities of the fire department operation; any such other information that the Board of Directors shall so require.

J. It shall be the responsibility of the Fire Chief to confer with the Board of Directors of the Corporation, and shall carry out or cause to be carried out a training program that will be suitable to the needs of the volunteer members.

K. The Chief shall promptly report to the Fire Department Membership and Grievances Committee of the corporation any grievances of complaints arising from unfavorable conduct on the part of any volunteer or any group of volunteers. The Fire Department Membership and Grievance Committee shall, in turn, study and investigate such grievances and make a full and detailed report at the next monthly meeting of the corporation. Corrective action by the Board of Directors shall be final in all such matters.

L. One of the Assistant Chiefs, in the absence of the Chief, shall be in full charge at every alarm and all members shall obey their orders and directions.

Article VIII - Insurance

Section 1. The Department shall have sufficient insurance coverage on all of its vehicles and property. All members shall be covered by Workers' Compensation Insurance. Sufficient business and medical malpractice insurance shall be carried by the Department. In order to comply with insurance regulations and policies of the insurance carrier, no unauthorized person shall be permitted to ride in Department vehicles while responding to or at any emergency calls.

Article IX - Reimbursement of Expenses

Section 1. Members shall be reimbursed for expenses authorized by the Chief or Treasurer. Any expense that affects a member directly such as travel or tuition must be approved by a vote of the membership at a regular or special meeting. Members will follow the Warren County procedures for personal expenses and reimbursement, and will use the county forms to be submitted to the Treasurer.

Article X - Corporate Seal

Section 1. Corporate Seal The Board of Directors shall provide a suitable corporate seal showing the name of this corporation and the words "Incorporated in North Carolina, 1981" and said seal, when obtained, shall be impressed at the margin of the minute book containing this Article of the Bylaws.

Article XI - Corporate Year

Section 1. Corporate Year The corporate year of the Churchill Five Forks Volunteer Fire Department, Inc., shall be July 1 through June 30 and all records, accounts, reports and other fiscal documents shall relate thereto.

Article XII - Amendments to Corporation Bylaws

Section 1. Amendment to Bylaws Amendments may be made to the Bylaws of the Corporation at a regular or special meeting of the corporation. All Proposals to amend the Bylaws shall first be directed in writing to the Board of Directors for consideration. The Board shall then make a recommendation to the Department for a vote at the next regular or special meeting. A quorum must be present in order to vote on the recommendation. If there is an affirmative vote of the full members to consider the amendment, the proposed amendment shall be posted in the main and sub station buildings and be considered for a period of one (1) month before a final vote of the membership is taken.

Article XIII - Sale of Property

Section 1. Any property (e.g., vehicles, tools, radios, equipment, and computers) of the CFFVFD may be disposed of in the following manner. The Board of Directors shall set a fair market price for the property and a minimum acceptable bid. The property for sale will be announced at the next regular business meeting and will be available for sale to members of CFFVFD. The bid period will remain open until the next scheduled regular monthly business meeting. Bids received will be announced and the highest bid over the minimum shall be accepted. If no acceptable bids are received, the property will then be made available to the general public or any agency outside of the Department using an advertisement decided by the Board of Directors.

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______________________________________Date__________________ Signature of Secretary Certifying This Document as the Bylaws of CFFVFD, Inc.