VIRGINIA: IN THE CIRCUIT COURT OF RAPPAHANNOCK COUNTY KAREN A. WILLIAMS BRUCE D. WILLIAMS MICHAEL R. WILLIAMS SHERRY HAMILL-HUFF SAMUEL G. FOREBACK CHARLES T. BAKER PaTsy L. BAKER Norma J. SETTLE x PETITIONERS, vs. Case No. CL23-0000 12. Davin E. JARRELL 12362 Lee HIGHWAY SPERRYVILLE, VIRGINIA 22740 Davip E. BAILEY 13316 Crest HILL RoaD FLINT HILL, VIRGINIA 22627 : Timorny F. BILLS : 76 OLD BROWNTOWN LANE : HUNTLY, VirciNia 22630 PATRICK F. O’MALLEY 22. OLD VINEYARD LANE FLINT HILL, VIRGINIA 22627 Hucu F. HILL 148 Hires Mit Roap HUNTLY, VIRGINIA 22630 RESPONDENTS FLINT HILL VOLUNTEER FIRE COMPANY A VIRGINIA NON-STOCK CORPORATION NOMINAL RESPONDENT WILLIAMS ETAL. VS. DAVID E. JARRELL, ET AL. page I PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)PETITION FOR ENFORCEMENT OF FREEDOM OF INFORMATION ACT AND THE BYLAWS OF FLINT HILL FIRE COMPANY AND OTHER INJUNCTIVE RELIEF COME NOW, Petitioners, by counsel, and for their Petition pursuant to the Virginia Freedom of Information Act, (Virginia Code §2.2-3700, et seq. (hereafter “VFOIA”) and the Virginia Declaratory Judgement Act (Virginia Code §§8.01-184, ef seq.). against Respondents David E. Jarrell, David E. Bailey, Timothy F. Bills, Patrick F. O’Malley and Hugh F. Hill who are de facto members of the Board of Directors of the Nominal Respondent, Flint Hill Fire Company, and in support thereof respectfully state as follows: (1) This P. on seeks enforcement of the Virginia Freedom of Information Act, declaratory relief pursuant to the Decalratory Judgment Act and injunctive relief as provided in Code § 2.2-3714 and Code §8.01-620 et seq. to enjoin the Respondents from ongoing and future violations of VFOIA and corresponding violations of the the Bylaws of Flint Hill Volunteer Fire Company (hereinafter “FHVFC” or “the Corporation”) with respect to meetings among the Respondents as “Directors” of the Corporation and to compel production of public records that are being unlawfully withheld. (2) The Petitioners are all members as well as duly elected Officers and/or Directors of FHVFC, a non-stock corporation organized and existing pursuant to the laws of the Commonwealth of Virginia and were serving as such until their unlawful removal on January 26, 2023. (3) On January 26, 2023, the Board of Supervisors of Rappahannock County adopted a Resolution’ (attached as “Exhibit A,” hereafter referred to as “the January 26" Resolution”) which purported to remove Petitioners as Officers and Directors and purported to appoint Respondents Jarrell, Bailey, Bills, O’Malley and Hill (collectively } This Petition is filed without prejudice to Petitioners’ claims against the Respondents herein and the Rappahannock County Board of Supervisors pending in this Court in Case Ne CL23-000043 which seeks a determination that that the Board of Supervisors’ January 26, 2023 Resolution was unlawful and void, ab initio, and that Petitioners were unlawfully removed as officers and directors, that the Individual Respondents were unlawfully appointed and should be removed. WILLIAMS ETAL. VS, DAVID E. JARRELL, ET AL. page 2 PETITION FOR ENFORCEMENT OF VFOIA & ETC, (May 16, 2023)“the Individual Respondents”) in place and stead of Petitioners as Directors of the Corporation, and to install Respondent Jarrell as “Chief,” in violation of the Corporation’s Certificate of Incorporation, Bylaws and various provisions of Virginia Code Title 13.1, Chapter 10, all which provide that only the Members of the Corporation have the authority to remove officers and directors and to elect replacements to fill vacancies and, consistent with Code §13.1-853, the Bylaws require that all Directors be Active Members of the Corporation for at least one year which disqualifies all but one of the Individual Respondents from serving as such. A copy of the Bylaws of the Corporation is attached as “Exhibit B.” (4) After Case Ne CL23-00043 was filed on February 6, 2023, this Court entered a Consent Order on February 13, 2023 that provided the Individual Respondents would continue to have “administrative and operational control” of the Corporation, pending further order of the Court (“the Consent Order”). ‘The Consent Order was silent as to whether or not the Individual Respondents acting as de facto Board of Directors under color of the January 26" Resolution and the Consent Order were required to adhere to the Corporation’s Bylaws and VFOIA. Petitioners respectfully assert that the Court did not suspend or waive either of such obligations in the Consent Order, and lacks jurisdiction to suspend the Corporation's Bylaws or to waive Respondents’ obligations to obey VFOIA. PARTIE (5) Each of Petitioners (hereinafter collectively “Petitioners”), is, and was at all relevant times pertinent to the acts and violations of law complained of in this Petition, a member in good standing of the Corporation, a citizen of the Commonwealth of Virginia, who is domiciled in and is an actual, bona fide resident and taxpayer of Rappahannock County, Virginia. In addition, Petitioners Karen A. Williams (24 years of volunteer service to FHVFC), Michael R. Williams (22 years of volunteer service to FHVFC) are duly elected Officers and Directors of the Corporation. Petitioners Sherry Hamill-Huff (42 years of volunteer service to FHVFC), Sam A. Foreback (47 years of volunteer service to WILLIAMS ETAL. VS. DAVID E, JARRELL, ET AL. page 3 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)FHVEC), Bruce D. Williams (25 years of volunteer service to FHVFC), Charles T. Baker and Patsy Baker (35 years of volunteer service to FHVFC) are each of them are Lifetime Members of the Corporation. (6) _ Individual Respondents are the five individuals who were purportedly “elected” and installed as new “directors” of the Corporation by the January 26" Resolution. (7) The Nominal Respondent, Flint Hill Volunteer Fire Company, is a corporate legal entity organized pursuant to the Virginia Non-Stock Corporation Act, Chapter 13 of Title 13 (currently Chapter 10 of Article 13.1 of the 1950 Code of Virginia) and existing since July 22, 1954. (8) The Corporation is principally funded by public funds and is a “public body” as defined in Code § 2.2-3701 [“Definitions.”] as the term “principally funded” has been defined by the Virginia Freedom of Information Advisory Council and at least one Circuit Court decision that has considered that discreet legal issue. On information and belief, 2 “Public body” means any legislative body, authority, board, bureau, commission, district, or agency of the Commonwealth or of any political subdivision of the Commonwealth, including counties, cities, and towns, municipal councils, governing bodies of counties, school boards, and planning commissions; governing boards of public institutions of higher education; and other organizations, corporations. or agencies in the Commonwealth supported wholly or principally by public funds. _https://law.lis.virginia.gov/vacode/2.2-3701/ See also, The Voice v. Appalachian Regional Community Services, Inc., 89 Va. Cit. 284 (Buchanan Cir. Ct. 2014) and FOI Counsel Advisory Opinion AO-05-17 (2017) in which the FOI Council opined, in pertinent part, as follows “The definition of ‘public body’ in § 2.2-3701 includes various government entities as well as “other organizations, corporations or agencies in the Commonwealth supported wholly or principally by public funds.’ In construing what is meant by ‘supported...principally by public funds,” this office has previously opined that an entity that was supported principally by public funds would receive its main source of money for its operating budget from government sources. Construing this in a liberal fashion, as directed by the policy of FOIA, this means something less than 100 percent, yet more than a simple majority of the money in the budget. As a general rule, one could construe that an entity that received at least two-thirds, or 66.6 percent, of its operating budget from government sources would be supported principally by public funds * * * Research did not reveal any controlling opinions from the Supreme Court of Virginia addressing these issues, but at least ‘two circuit court opinions have cited the two-thirds rule of thumb offered by this office. ‘As expressed by the Circuit Court of Buchanan County, ‘whether an organization is “supported WILLIAMS ET AL. VS. DAVID E. JARRELL, ET AL. page 4 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)the Corporation receives approximately seventy-five percent (75%) of its annual operational funding from the County of Rappahannock Fire Levy fund established pursuant, to Code § 27-23.1.3 As such, the Corporation is subject to the provisions of the Virginia Freedom of Information Act, including the requirements as to notice of meetings (Code § 2.2-3707), open meetings (Code § 2.2-37111), and access to public records (Code § 2.2 3704)5 (9) The multiple and repeated violations of VFOIA described in this Petition establish a course of conduct that is knowing and willful on the part of the Individual Respondents principally by public funds” depends on the total contribution from public funds as measured against the number and magnitude of individual private contributions.’ As stated previously, the two-thirds rule of thumb is merely a guideline, and that ultimately the question of whether an entity is supported principally by public funds is a question of fact that must be decided on a case-by-case basis. [Freedom of Information Advisory Opinion 36 (2001)] also postulated that if 55 percent of the budget came from public funds and 45 percent from another single source, then the public funds would not be the principal source. However, if the 45 percent came from a number of sources, each representing a relatively small fraction of the overall budget, then the 55 percent from public funds would be the pt al source. This principle was applied by the Circuit Court of Buchanan County when it found that an organization was a public body subject to FOIA because it received at least 54.94 percent of its funds from a county in the form of three checks, and the rest of its support came from ‘a number of smaller payments from a variety of private sources.’” 3 “(The] governing body shall also have authority to contract with, or secure the services of, any individual corporation, organization, or municipal corporation, or any volunteer firefighters for such fire protection as may be required.” The Rappahannock County Board of Supervisors entered into a Fire Services Agreement with the Corporation (and other local, independent fire companies) in September 2019. 4Public records’ means all writings and recordings that consist of letters, words or numbers, or their equivalent, set down by handwriting, typewriting, printing, photostatting, photography, magnetic impulse, optical or magneto-optical form, mechanical or electronic recording or other form of data compilation, however stored, and regardless of physical form or characteristics, prepared or owned by, or in the possession of a public body or its officers, employees or agents in the transaction of public business.” § 2.2-3701. (Effective September |, 2022) Definitions (virginia,gov) 5#§ 2.2.3704 A. Except as otherwise specifically provided by law, all public records shall be open to citizens of the Commonwealth, representatives of newspapers and magazines with circulation in the Commonwealth, and representatives of radio and television stations broadcasting in or into the Commonwealth during the regular office hours of the custodian of such records.” WILLIAMS ET AL. VS. DAVID E. JARRELL, ET AL. page 5 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)and unless restrained by injunction, such conduct in violation of VFOIA is likely to be repeated. COUNT ONI REQUEST FOR ENFORCEMENT OF CORPORATE BYLAWS (10) All of the allegations of paragraphs (1) through (9) are incorporated herein by reference, as if repeated verbatim. (11) On information and belief, since the January 26" Resolution, the Individual Respondents have had numerous meetings amongst themselves to discuss and transact business of the corporation in their de facto capacity as “Directors,” including but not limited to: a. One or more meetings amongst themselves and/or with attorney Whitson W. Robinson to consult with him or discuss the terms and conditions of his representation of the Nominal Defendant in CL23-000043, to discuss that pending proceeding, to receive updates, and to authorize Robinson to act on their behalf. Even if such meetings were the proper subject of a closed meeting, the Individual Respondents failed to vote in open meetings to go into closed session via a motion made at a properly noticed, open meeting specifying a lawful basis for a closed meeting as required by the Bylaws and Code § 2.2-3711 and 3712. b. At one such meeting, the exact date of which is unknown, the Individual Respondents apparently elected Respondent David Bailey as “President” despite the express provisions of Article VI, Section 6.6 of the Bylaws which gives authority to the members to fill vacancies in the officers — not to the Directors. c. The Individual Respondents have had numerous other Board of Director meetings since January 26" without giving proper notice to the members or permitting the members to attend and observe their proceedings in violation of Code §13.1-866 and the Bylaws, Section 5.8, subsection (b) and (e), and Section 5.10(b). Individual Respondents have not complied with these requirements with respect to any of the Board of Directors meetings since January 26, 2023. WILLIAMS ETAL. VS. DAVID E. JARRELL, ET AL. page 6 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)Petitioners, all of whom are members of FHVFC, have not received any notices of any meetings of the Board of Directors since January 26, 2023. 4d. Individual Respondents have refused to comply with a request from Petitioners to provide a list of eligible members who may vote at a membership meeting as required by Code §13.1-843. (12) On April 1, 2023 (Exhibit C) P. joners, by counsel, made a VFOIA document request to the Individual Respondents pursuant to Code §2.2-3704 requesting, inter alia, copies of all notices of all Board of Director Meetings since January 27, 2023 and for the minutes of such Board of Director meetings required to be kept pursuant to the Corporation's Bylaws, §7.4. The Individual Respondents ignored the request and made no response within five (5) working days in violation of Code §2.2-3704(B) or otherwise. (13) Since January 26, 2023, Individual Respondents have failed in their obligation under the Corporation’s duly adopted Bylaws “to ensure that the Company carry out and enforce these bylaws and to “abide by the rules, regulations, SOP's and bylaws of the Company . . ..” and “conform to all requirements of the Bylaws, Rules and Regulations, and Standard Operating Procedures (SOP's). . ..”6 (14) Among the Standard Operating Procedures (“SOPs”) thus incorporated by reference into the Bylaws (making it a violation of the Bylaws to violate an SOP) are the following: a. SOP 04-04 (FH2-0404) , which provides as follows: i. (IIN(A) “(4) To drive the apparatus you must know how to operate the pump, and know the location and operation of all portable equipment located on the unit. b. SOP 04-16 (FH2-0416), which provides as follows: i. “A. Whenever possible, an ambulance crew shall consist of 3 people.” ii, (“B. The ambulance must not leave the station with less than 2 people, [an] EVOC and a certified EMT or higher, unless advised that a © Sections 3.1, 5.8 5.12(b) Exhibit B at page 4 WILLIAMS ET AL. VS. DAVID E, JARRELL, ET AL. page 7 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)certified EMT or higher will be on the scene.”” (15) With the full knowledge of the other Individual Respondents, Respondents Jarrell and Bills have repeatedly violated SOP 04-04 and SOP 04-16 and 12VACS5-31-1230 on fire and rescue calls as detailed below. ‘The Individual Respondents have failed to take any action to enforce the Bylaws that incorporate by reference FHVFC’s SOPs: DATE, ADDRESS TYPE APPARATUS PERSONNEL 2/8/2023 701 Fodderstack Road FIRE Engine David Jarrell, David Bailey Issue: Violation of SOP 04-04 -- no qualified pump operator David Jarrell was sitting in the engine while David Bailey was fighting the fire. David Bailey has no fire training and is not a certified firefighter. 7272072023 —-221N.Commerce Ave FIRE Engine David Jarrell, David Bailey, Brian Davis Issue: Violation of SOP 04-04 — no qualified pump operator 2/23/2023 955 Zachary Taylor Road FIRE Engine David Jarrell, David Bailey Issue: Violation of SOP 04-04 -- no qualified pump operator 2/28/2023 $21 Dearing Road FIRE Engine David Jarrell, Patrick O'Malley Issue: Violation of SOP 04-04 -- no qualified pump operator 3/5/2023 (127 Tiger Valley Road FIRE ‘Tanker David Jarrell, David Bailey, Tim Bills Issue: Violation of SOP 04-04 ~- no qualified pump operator 3/7/2023 308 Aaron Mountain Rd FIRE Engine David Jarrell, David Bailey, Tim Bills, Issue: Violation of SOP 04-04 no qualified pump operator 3/8/2023 93 Fodderstack Road EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230_Ambulance marked up with no EMT on board 3/9/2023 779 South Poes Road EMS Ambulance Tim Bills Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance left station with less than two people and marked up with no EMT on board 37972023 ‘826 Fodderstack Road EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16 and 12VACS-31-1230_Ambulance marked up with no EMT on board. 3/9/2023 6 Rocky Lane EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16 and 12VACS-31-1230_Ambulance marked up with no EMT on board 3/10/2023 410 Castleton Ford Rd EMS Ambulance David Jarrell Issue: Violation of SOP 04-16, and I2VACS-31-1230 Ambulance left station with less than 2 people on board ‘and marked up with no EMT on board 3/12/2023 9 Smith Creek Road_—_-EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16, and I2VACS-31-1230 Ambulance marked up with no EMT on board 7 See also, 12VAC5-31-1230. Ground ambulance staffing requirements. A ground ambulance transport requires a minimum of two persons: 1. An operator shall at a minimum possess a valid motor vehicle operator's permit issued by Virginia or another state and have successfully completed an approved Emergency Vehicle Operator's Course (EVOC) training course or an equivalent. 2. An attendant-in-charge who must meet the requirements listed for the type of transport to be performed. WILLIAMS ETAL. VS. DAVID E, JARRELL, ET AL. page 8 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (MAY 16,2023)DATE, ‘ADDRESS ‘TYPE APPARATUS. PERSONNEL 3/14/2023 63 Mill Hill Road EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16, and 12VACS-31-1230_Ambulance marked up with no EMT on board 3/14/2023 117 High Meadow Manor FIRE Engine, Tanker David Jarrell, David Bailey, Tim Bills Issue: Violation of SOP 04-04 ~ no pump operator 3/16?2023 21 Post Office Lane “FIRE Engine, Tanker Jarre, Bailey, Williams, Foreback Issue: Bailey was on the Engine, but didn't know how to operate the pump. 3/21/2023 87 Ballina Lane EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230_Ambulance marked up with no EMT on board 3/21/2023 Zachary Taylor Highway FIRE Engine David Jarrell Issue: Violation of SOP 04-04 —- no qualified pump operator 37262023 Crest Hill Road FIRE Engine David Jarrell Issue: Violation of SOP 04-04 — no qualified pump operator 3/27/2023 $36 Aaron MountainLn EMS Ambulance David Jarrell Issue: Violation of SOP 04-16, and 12VACS-31-1230 Ambulance left station with less than 2 people on board and marked up with no EMT on board. 372772023 3 Peach OrchardLn EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16, and 12VACS-31-1230_Ambulance marked up with no EMT on board 37307202324 Bunree Lane MS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16 and 12VACS-31-1230_Ambulance marked up with no EMT on board. 4/1/2023 ‘12 Azalea Lane EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance left station with only one person on board and marked up with no EMT on board 4/1/2023 $26 Fodderstack Road FIRE Engine David Jarrell, Tim Bills Issue: Violation of SOP 04-04 ~ no qualified pump operator 4/1/2023 Hackleys MillRoad FIRE Engine David Jarrell Issue: Violation of SOP 04-04 -- no qualified pump operator 4/12023——17 West Lane FIRE Engine David Jarrell, Tim Bills Issue: Violation of SOP 04-04 ~ no qualified pump operator 4/1/2023 19 Hickerson Mntn Ln FIRE Engine David Jarrell, Tim Bills Issue: Violation of SOP 04-04 ~- no qualified pump operator 4/1/2023 133 Rush River Lane FIRE Brush David Jarrell, Brian Davis Issue: Jarrell got the brush truck stuck for over an hour after being told not to take the truck through the gate 4/2/2023 -‘1S6Hittles Mill Road EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance left station with only one person on board and marked up with no EMT on board 42/2023 Richmond Road FIRE Engine David Jarrell Issue: Violation of SOP 04-04 no qualified pump operator 4/3/2023 335 Fodderstack Road EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance left station with less than 2 people and marked up with no EMT on board 4/3/2023 3 Williams Farm Lane FIRE Engine, Tanker D Jarrell, Tim Bills, P. O'Malley, D-Bailey Issue: Violation of SOP 04-04 -- no qualified pump operator, Jarrell was seen fighting the vehicle fire with no fire gear or helmet 41672023 ‘855 Fodderstack Road EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and I2VACS-31-1230 Ambulance left station with less than 2 people and ‘marked up with no EMT on board WILLIAMS ETAL. VS. DAVID E, JARRELL, ET AL. page 9 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)DATE, ‘ADDRI ‘TYPE APPARATUS. PERSONNEL ‘4167202321 White Oak Lane EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and I2VACS-31-1230 Ambulance left station with less than 2 people and ‘marked up with no EMT on board DATE, ‘ADDRESS TYPE_APPARATUS PERSONNEL 4/6/2023 41 Old Browntown Lane FIRE Engine David Jarrell, Tim Bills Issue: Violation of SOP 04-04 ~ no qualified pump operator 4/7/2023 2Mountain View Road EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VAC5-31-1230 Ambulance lef station with less than 2 people and ‘marked up with no EMT on board 49972023 40 Hungry Run Farm Ln EMS Ambulance David Jarrell Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance left station with less than 2 people and marked up with no EMT on board 4/14/2023 855 Fodderstack Road EMS Ambulance Hugh Hill, Tim Bills Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance marked up with no EMT on board. 4/17/2023 13415 Crest Hill Road EMS Ambulance David Jarrell, David Bailey Issue: Violation of SOP 04-16 and 12VACS-31-1230 Ambulance marked up with no EMT on board (16) On information and belief, the Individual Respondents are permitting these violations to occur as a matter of policy designed to make themselves “look good” and as part of an improper, ongoing public relations campaign to engender support for them in the ongoing proceeding in CL23-000043 by taking advantage of the general public’s lack of knowledge that the majority of the Fire and Emergency calls for which Individual Respondents are claiming “timely responses” are actually not responses at all, because showing up at the scene of a fire or EMS call without the proper personnel (such as a qualified pump operator or an EMT) is meaningless and basically just gets in the way of the other First Responders and is a nuisance — not a benefit to the public, the victims or anyone else. COUNT TWO: REQUEST FOR ENFORCEMENT OF VFOIA (17) All of the allegations of paragraphs (1) through (16) are incorporated herein by reference, as if repeated verbatim. (18) Each and every meeting of three or more of the Individual Respondents to discuss or transact FHVFC corporate business since January 26, 2023 was unlawful to the extent WILLIAMS ET AL. VS. DAVID E, JARRELL, ET AL. page 10 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)that the Court finds the Corporation is a “public body” subject to VFOIA as requested herein. (19) Each and every action, decision or resolution of the Individual Respondents acting as the Board of Directors of the Corporation under color of the January 26" Resolution and/or the Consent Order entered February 13, 2023 is a nullity and void ab initio to the extent such actions, decisions or resolutions were not taken or voted upon at a duly noticed open meeting as required by VFOIA.* (20) On information and belief, Petitioners allege that at or very shortly after the January 26% Resolution was adopted, the County Administrator, Garrey W. Curry, informed Respondent Jarrell (and through Jarrell, the other Individual Respondents) on notice that because FHVFC was “principally funded by public funds” and was a “public body” as defined in Code § 2.2-3701. (21) On April 1, 2023, Petitioners, by counsel, put the Individual Respondents on notice that FHVFC was a “public body” as defined in VFOIA and that their ongoing course of conduct with respect to Board of Directors meetings was in violation of VFOIA. specifically Virginia Code §2.2-3707(C) and Code §2.2-3711 and §2.2-3712. Exhibit C. In addition, pursuant to Code §2.2-3704, Petitioners requested non-exempt public records relating to the conduct of the Corporation’s business and affairs since January 26, 2023, including, inter alia, copies of all notices relating to any Board of Directors meetings in which three or more of the Individual Respondents participated, copies of the minutes of § See, Code §2.2-3710(A) which provides: § 2.2-3710. Transaction of public business other than by votes at meetings prohibited. A. Unless otherwise specifically provided by law, no vote of any kind of the membership, or any part thereof, of any public body shall be taken to authorize the transaction of anv public business, other than a vote taken at a meeting conducted in accordance with the provisions ‘of this chapter. No public body shall vote by secret or written ballot, and unless expressly provided by this chapter, no public body shall vote by telephone or other electronic communication means. hutps://law.lis.virginia.gov/vacode/ttle2,2/chapter3 V/section2,2-3710/ (emphasis added). See also Op. Atty. Gen. Va. No. 08-112 (2009) (concluding that a city council's vote to appoint a school board member was “null and void” because of insufficient notice of the meeting at which the vote was taken). WILLIAMS ETAL. VS. DAVID E, JARRELL, ETAL. page 11 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)any such meetings, and any resolutions adopted by the Board of Directors since January 26, 2023. Individual Respondents completely ignored Petitioners’ April 1, 2023 request, did not request an extension of time, and failed to provide any response whatsoever as required by Code §2.2-3704(B). Such failure to respond constitutes a knowing and willful VFOIA violation under Code §2.2-3713(A) (22) Petitioners request the Court to consider this matter in a summary fashion and to hold an expedited hearing within seven (7) days as provided by Virginia Code §2.2- 3713(C); to enjoin the Individual Respondents from holding any future meetings of the Board of Directors of the Corporation or amongst themselves and to discuss or transact any business of FHVFC without first complying with the notice requirements of Virginia Code §2.2-3707 and to order that all such meetings be open to the public and to Petitioners and all other Members of the Corporation unless lawfully closed in accordance with Virginia Code §2.2-3711 and Virginia Code §2.2-3712, and grant such other equitable relief as may be required to protect Petitioners’ VFOIA rights. °“B. Any public body that is subject to this chapter and that is the custodian of the requested records shall promptly, but in all cases within five working days of receiving a request, provide the requested records to the requester or make one of the following responses in writing: 1. The requested records are being entirely withheld. Such response shall identify with reasonable particularity the volume and subject matter of withheld records, and cite, as to each category of withheld records, the specific Code section that authorizes the withholding of the records. 2. The requested records are being provided in part and are being withheld in part. Such response shall identify with reasonable particularity the subject matter of withheld portions, and cite, as to each category of withheld records, the specific Code section that authorizes the withholding of the records. 3. The requested records could not be found or do not exist. However, if the public body that received the request knows that another public body has the requested records, the response shall include contact information for the other public body. 4, It is not practically possible to provide the requested records or to determine whether they are available within the five-work-day period. Such response shall specify the conditions that make a response impossible. If the response is made within five working days, the public body shall have an additional seven work days or, in the case of a request for criminal investigative files pursuant to § 2,2-3706.1, 60 work days in which to provide one of the four preceding responses.” (emphasis added) WILLIAMS ET AL. VS. DAVID E. JARRELL, ETAL. page 12 ETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16,2023)(23) Petitioners also request a writ of mandamus or positive injunction ordering and directing Individual Respondents to deliver to Petitioners all public records they requested on April 1, 2023 forthwith and without delay. (24) To the extent Individual Respondents are found by the Court to have violated VFOIA by either (a) failing to respond to Petitioners’ request for documents that are public records as required by Code §2.2-3704, and/or (b) failing to comply with the the notice requirements of VEOIA Code §2.2-3707(C), and/or (c) conducting one or more closed meetings without compliance with Code §2.2-3711 and Code §2.2-3712, and/or (d) failing, to take proper minutes of such meetings as required by Code §2.2-3707(H), Petitioners request that the Court impose a civil penalty against each of the Individual Respondents in an amount not less than $500 nor more than $2,000 for the first violation, and not less than $2,000 nor more than $5,000 for each of the subsequent violations. Petitioners submit that such violations were knowingly and willfully committed by the Individual Respondents, especially those that occurred after the County Administrator notified Jarrell or any of them that FHVFC was considered “a public body” and/or subsequent to April 1, 2023 when Petitioners did so, by counsel. (25) Petitioners respectfully suggest to the Court that imposition of any civil penalty on the Corporation itself would be inappropriate here in light of the fact that the “(s)election” of Individual Respondents as Directors of FHVEC is under challenge in CL23-00043 (see fn! supra.) and although acting as de facto directors by virtue of the January 26" Resolution and the February 13" Consent Order, Petitioners contend that none of them are lawfully acting in such capacity. (26) Petitioners request that they be awarded their costs and attomeys fees expended in this behalf as provided by Code §2.2-3713(D) to be paid by the Individual Respondents. WILLIAMS ETAL. VS. DAVID E. JARRELL, ET AL. page 13 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)WHEREFORE, Petitioners respectfully request that the Court grant the following relief: A. Grant declaratory judgement that so long as the Individual Respondents are acting as de facto Directors of FHVFC, they are bound by the Corporation’s Bylaws, including without limitation, providing advance notice to all members of their meetings as set forth in Code §13.1-842 and the Bylaws, providing a list of eligible voting members before each meeting as provided in Code §13.1-845, allowing all members of the Corporation access to all of their meetings, and making the minutes of all meetings available to Petitioners and other members; B, Find and determine that the Individual Respondents have acted in violation of the FHVFC Bylaws since January 26, 2023, and that they are subject to removal by the Members as provided in said Bylaws and Code §13.1-860 and replacement as provided in said Bylaws and Code §13.1-862, notwithstanding any provision of the January 26" Resolution or Consent Order to the contrary; C. Find and determine that Flint Hill Volunteer Fire Company is a “public body” that is subject to VEOIA; D, Issue a temporary and permanent injunction against the Individual Respondents barring them from holding any meetings without complying the notice provisions in the Bylaws as well as Virginia Code § 2.2-3707(C) or taking any decisions without voting in an open meeting and without taking minutes as required by the Bylaws and Code § 2.2-3707(H); E. Nullify any actions taken by Individual Respondents since January 26, 2023 acting as the Board of Directors of the Corporation at any meeting(s) or other than at an open meeting not held in conformity with VFOIA pursuant to Code § 2.2-3710(A); F. Impose civil penalties against Individual Respondents as provided in Virginia Code § 22-3714; WILLIAMS ET AL. VS. DAVID E. JARRELL, ET AL» page 14 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)G. Award Petitioners their costs in this behalf expended and attorney’s fees as provided in Virginia Code § 2.2-3713(D) against Individual Respondents; and H. Grant unto Petitioners all such other and further judi | relief as to which they may be entitled and the nature of their cause may require to achieve the ends of justice. Respectfully submitted this l & day of May, 2023 Arsen MD sthons Lach lle REN A. WILLIAMS MICHAEL R. WILLIAMS Basoan HasOD- Ly SHERRY ILL-HUFF SRUCE D, WILLIAMS: "audes T Faber any SAMUEL G. FOREBACK CHARLES T. BAKER: ay Pao to, 4 AoumaQ Sen Patsy'L. BAKER NorMaA J. SETTLE CERTIFICATION OF COUNSEL FOR PETITIONERS: ative” Thereby certify that a true and correct copy of this Petition was delivered to each of the Individual Respondents, either in person, or by delivery to the corporation’ principal place P.O, Box 57 Washington, Virginia 22747-0057 Phone 540-937-5067 Counsel for Petitioners WILLIAMS ETAL. VS. DAVID E. JARRELL, ET AL. page 15 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)AFFIDAVIT AND VERIFICATION OF PETITION FOR ENFORCEMENT OF VIRGINIA FREEDOM OF INFORMATION ACT AND OTHER INJUNCTIVE RELIEF Commonwealth of Virginia) d ss: County of Rappahannock) THIS DAY personally appeared before me, the undersigned Notary Public, KAREN A. WILLIAMS, who, upon being duly swom by me, stated under oath that all of the allegations in the attached PETITION FOR ENFORCEMENT OF VFOIA are true and correct to the best of her knowledge and belief, except to the extent therein stated to be on information, and to the extent stated to be on information, she believes them to be true. Thereupon she duly executed this affidavit and acknowledged her signature thereon this _(@th day of May 2023 before me in my jurisdiction aforesaid. ~ 'ABEN A. WILLIAMS, {SEAL} My commission expires; OU+ 3O- 2024 Notary Commission No. 3H3 (SE WILLIAMS ETAL. VS. DAVID E, JARRELL, ET AL. page 16 PETITION FOR ENFORCEMENT OF VFOIA & £1 (May 16,2023)AFFIDAVIT AND VERIFICATION OF PETITION FOR ENFORCEMENT OF VIRGINIA FREEDOM OF INFORMATION ACT AND OTHER INJUNCTIVE RELIEF Commonwealth of Virginia) ) County of Rappahannock) THIS DAY personally appeared before me, the undersigned Notary Public, SAMUEL G. FOREBACK, who, upon being duly sworn by me, stated under oath that all of the allegations in the attached PETITION FOR ENFORCEMENT OF VFOIA are true and correct to the best of his knowledge and belief, except to the extent therein stated to be on information, and to the extent stated to be on information, he believes them to be true. Thereupon he duly executed this affidavit and acknowledged his signature thereon this iGt, day of May 2023 before me in my jurjsdictior Dlorary PUBLIC My commission expires: Quatay 31, 2025 Notary Commission No. WILLIAMS ET AL. VS. DAVID E. JARRELL, ET AL, page 17 PETITION FOR ENFORCEMENT OF VFOIA & ETC. (May 16, 2023)EXHIBIT A RESOLUTION BY THE BOARD OF SUPERVISORS OF RAPPAHANNOCK COUNTY, VIRGINIA, APPOINTING THE CHIEF AND OTHER OFFICERS OF THE FLINT HILL VOLUNTEER FIRE COMPANY, INC. PURSUANT TO VIRGINIA CODE § 27-13 WHEREAS the Flint Hill Volunteer Fire Company, Inc. (hereinafter referred to as “FHVFC”) was founded in 1954 to provide firefighting services to Flint Hill and the surrounding area; and, WHEREAS the FHVFC has a storied history of providing firefighting services to the community; and, WHEREAS the national and local trends acting to reduce the availability of volunteers to serve local volunteer fire and rescue companies has hampered the operations of FHVFC to a severe degree over the last several years; and, WHEREAS frequent turnover of leadership and membership has led to a lessened degree of administrational and operational capability; and, WHEREAS the County of Rappahannock has entered the Fire and Rescue/EMS Services Agreement (Services Agreement) with multiple volunteer fire and rescue companies located within the county to include FHVFC; and, WHEREAS the Services Agreement includes a listing of the obligations of the County, of the Volunteer Fire and Rescue Association, and of the individual Companies; and, WHEREAS the Rappahannock County Public Safety Committee performed a review of FHVFC Service Agreement obligations. The committee found that FHVFC failed to meet many of the listed obligations including call response requirements and maintaining good financial practices; and, WHEREAS the auditor hired by the County issued a finding that there exist material weaknesses in each of the four most recent FHVFC audits; and, WHEREAS the Virginia State Police are currently investigating financial management concems raised as a result of questionable requests for county funds; and, WHEREAS the FHVFC call response rate has failed to meet the county-wide response time objectives of responding within eight minutes and being on scene within twenty-five minutes 90% of the time, causing the County to place FHVFC on dual dispatch requiring a second volunteer company to be alerted for all calls in the FHVFC first due area; and, WHEREAS FHVFC was a licensed EMS agency providing basic life support services through two ambulances, but in February 2022 was forced to cease EMS services due to failed state inspections, and then subsequently failed to be recertified by the Virginia Office of EMS causing their EMS license to expire on April 1, 2022; and, Page 1 of 4WHEREAS the audit findings, the questionable requests for public funds, the call response rates, and the loss of an EMS license has caused doubt in the community that FHVFC leadership is capable of effectively delivering services to the community; and, WHEREAS the most recently reported membership of FHVFC totaled fewer than twenty effective members together with the other listed deficiencies is deemed sufficient cause for the Board of Supervisors to dissolve the FHVFC pursuant to Virginia Code § 27-10; however, WHEREAS the County believes it is in the best interest of the citizens of and visitors to Rappahannock County, and specifically those in the Flint Hill village area, that FHVFC remain active and not be dissolved; and, WHEREAS Virginia Code § 27-13 empowers the Board of Supervisors to control the time and manner of appointment of the chief and other officers of FHVFC; and, WHEREAS notwithstanding the certificate of incorporation dated July 20, 1954 and such documents having been amendatory thereof, the Board of Supervisors acting as the local governing body of Rappahannock County find that it is in the best interest of the citizens of and visitors to Rappahannock County and specifically those in the Flint Hill village area that a new chief and new officers must be appointed to correct the enumerated deficiencies. NOW, THEREFORE, BE IT RESOLVED that the Rappahannock County Board of Supervisors hereby invokes the authority granted to it pursuant to Virginia Code § 27-13. All officers currently serving FHVFC are hereby removed from office, and the following individuals are appointed as the new officers to replace those removed by virtue hereof who shall be seated immediately: Chief/Board of Director 1:_David Jarrell Board of Director 2: ‘Dave Bailey Board of Director 3: Tim Bills Board of Director 4: Patrick O’Malley Board of Director 5: Dr. Hugh Hill BE IT FURTHER RESOLVED that the outgoing officers shall tum over to the Chief appointed hereby all keys and access codes to the fire station located at 945 Fodderstack Road, Flint Hill, Virginia and to all equipment and apparatus belonging to FHVFC and shall not remove ot cause to be removed any equipment or property stored in or on the premises; and, BE IT FURTHER RESOLVED that the outgoing officers shall turn over to the Chief appointed hereby all credit cards, checks, financial account access information such as usemames and passwords, and other means through which FHVFC funds can be committed and spent; and, BE IT FURTHER RESOLVED that the initial term of service for the appointed officers shall be one-year. Appointment due to a resignation before the end of the initial term or reappointment at the end of the initial term shall be made by the Board of Supervisors until such a time that the Board may direct otherwise; and, Page 2 of 4BE IT FURTHER RESOLVED that the period during which Board of Supervisors appointed officers are seated, the membership of FHVEC shall have no power to replace the seated officers until such a time that the Board may direct otherwise; and, BE IT FURTHER RESOLVED that current members of FHVFC are encouraged to remain members of the company to serve the community in support of the enhanced leadership appointed hereby; and, BE IT YET FURTHER RESOLVED that administrative and operational oversight and management of FHVFC shall be vested with the officers/Board of Directors appointed hereby who will not be subjected to unreasonable interference by the Board of Supervisors, but who shall act, in conformance with the following conditions: 1, FHVFC shall develop, and submit to the Board of Supervisors within 60 days for review and request for revision or acceptance, a revitalization plan, which shall include: a. Organizational structure including both administrative and operational appointments made by the officers/Board of Directors appointed hereby. b. Uniform operational rank structure with documented chain of command including defined roles and responsibilities of operational member assignments. ©. Minimum required training/certification status for operational assignments and minimum training/certification prerequisites for FHVFC member use of apparatus. 4. An analysis of the compliance of current FHVFC bylaws and policies/procedures with Virginia Code, Title 27, Chapter 2, and the Services Agreement, and a plan to amend the bylaws and policies/procedures to comply. ©. An analysis of current occupational safety compliance (such as SCBA fit testing), and a plan to put in place policies to remedy revealed compliance deficiencies. £ A financial management plan incorporating best practices in the following areas: receipt of funds, disbursement of funds, account reconciliation, credit usage (cards and other forms of credit), procurement, fixed asset tracking, financial reporting, and processes to ensure the release of county payments as authorized by the Fire Levy Board. 8. Ananalysis of the FHVFC membership’s ability to provide fire and rescue services using only volunteer firefighters. If a need for paid firefighters is identified, then the plan shall include requests for county funding to support the paid firefighters as part of a combined system, and include an estimate of the timeline for the use of the paid firefighters. h. A plan to restore EMS service using the ambulances housed in the station, The plan shall Identify the need to use Rappahannock County’s EMS license, The County Board of Supervisors will not unreasonably withhold the use of said license. ii, Identify the need to supplement FHVFC volunteer staffing with paid providers and how these providers will be funded. iii, Identify the reasons for reestablishing FHVFC as an EMS agency pursuant to and in accordance with § 32.1-111.4:7. Page 3 of 4iv. Include a timeline of actions necessary to provide EMS service both in the short term and long term. i. FHVFC Board of Directors appointed hereby shall be responsible for the implementation of the plan. Nothing herein shall prohibit FHVFC from amending the plan, and submitting an amended plan to the Board of Supervisors for consideration, 2. If the Board of Supervisors accepts a proposal to have Rappahannock County Fire and Rescue Department (RCFRD) personnel assigned to the Flint Hill station, the implementation of a combination operation shall be memorialized in a separate memorandum of agreement between FHVFC and the Rappahannock County Board of Supervisors. 3. FHVEC shall provide the Board of Supervisors with an in-person update at each regularly scheduled Board of Supervisors meeting until such a time that the Board may direct otherwise. Record of the roll-call vote on a motion to approve the foregoing resolution, said vote taken by the Board of Supervisors of Rappahannock County, Virginia, at its special called public meeting held at the Rappahannock County Courthouse, 250 Gay Street, Town of Washington, Rappahannock County, Virginia, on January 26, 2023: ABSENT/ MOTION SECOND __ ABSTAIN 2M NAY [Debbie P. Donen | Keir A. Whitson vo 7 Van C. Camey Vv Ronald L. Frazier Vv Christine Smith v | certify the foregoing accurately reflects the actions of the Rappahannock County Board of Supervisors taken at the time and place stated above. dQerua S. cw hug Debbie P. Donehey Chair, Board of Supervisors Page 4 of 4EXHIBIT B Flint Hill Volunteer Fire & Rescue Company, Inc. Bylaws on se 91 P.O. Box 150 945 Fodderstack Road Flint Hill, VA 22627Article 1 Article I Article IIL Article IV Article V Article VI Article VIE Article VII Article IX Article X Article XI Article XII A le XI Article XIV Article XV. Article XVI Article XVII Article XVI Article XIX Index Name Mission Statement Membership & Voting Privileges Meetings Organization and Officers Elections Board of Directors (BOD) Duties of Members Discipline Reserved Vote Required for Important Decisions Procedure for Amending Bylaws Authorization of Expenditures Reserved Committees Awards Hall Auxiliary Amendment DateArticle Name Section 1, Name of Compa This Organization shall be known as the "Flint Hill Volunteer Fire Company, Incorporated," TWA (trading as) "The Flint Hill Fire and Rescue Company." It shall be referred to in this document as the Company. Section 1.2. Bylaws and Charter Objective No Article or stipulation in these bylaws shall supersede the Charter of Incorporation granted by the State Corporation Commission (SCC), except forthe name T/A "The Flint Hill Volunteer Fire and Rescue Company," Any portion of these bylaws that are found inconsistent with the rules and regulations of the SCC or provision of law, as adjudicated in a court of law, shall affect only that portion and no other. Article I Mission, Vision and Values Statements (Amended 05/06/2021) Section 2. Mission Statement ‘The Flint Hill Volunteer Fire and Rescue Company's mission is to protect the lives and property of those who live, work and visit our community through fire prevention, education, public service, fire/rescue and emergency medical response, Section 2.1 Vision Statement We strive to provide excellent emergency response, mitigation, prevention and public education, Section 2.2 Values Statement ‘We encourage and support excellence in leadership and service. We value teamwork and open communication as the foundation for all we do. We will act with respect and integrity in all aspects of our service, and we will not discriminate on the basis of age, race, color, religion, national origin, sex, handicap, veteran status, sexual orientation or political affiliation.Article IIL Membership & Voting Privileges Section 3.1 Active Membership ‘Active Members shall consist of those elected or appointed officers or who actively train and staff equipment for fire suppression or emergency medical services. All active members shall conform to all requirements of the Bylaws, Rules and Regulations, and Standard Operating Procedures (SOP's) and attend all meetings unless excused. All active members who staff equipment for Fire Suppression or Emergency Medical Services must maintain a minimum number of annual Company requirements. Elected or appointed Administrative Officers, not staffing apparatus, are exempt from these training requirements. a) Active Members in good standing may vote on Company Issues. b) Active Members, when called upon, will participate in administrative duties, such as fund-raising community services, physical/facilities property and plant management, maintenance, and other organizational duties as directed from time to time. ©) Any Active Member failing to attend three (3) consecutive business meetings without a valid excuse shall forfeit their right to vote on any question. Their voting right shall be restored on the second (2!) consecutive meeting attended thereafter. 4) Upon failing to comply with a), b) or c) or any combination of a), b) or c), the ‘member can be placed on Inactive Status or belocked out-of the-station (Amended 5/06/2021). Section 3.2 Contributing Membership Contributing membership shall be members who have a desire to support the Company in all arcas except operations. Contributing members shall not ride or operate the apparatus unless authorized to do so for a special event. Contributing members shall participate in all duties when called upon and may serve on and chair committees. a) Contributing Members in good standing may vote on Company issues. b) Any Contributing member failing to attend three (3) consecutive business meetings without a valid excuse shall forfeit their right to vote on any question. Their voting right shall be restored on the second (2"*) consecutive meeting attended thereafter. Section 3.3 Honorary Membership ‘An Honorary Member shail be a citizen whose civic interests will lend prestige or significant aid in the Company's present and/or future development or a member whose service and contribution to the Company deserve recognition. a) Honorary Members may not vote, make any motion or second, a motion, hold elected or appointed Office, an appointed position, Chair a committee, or drive/operate any ‘company vehicle. b) Honorary Members must be voted into this category by most voting members present at a general meeting.Section 3.4 Junior Membership Junior members shall be any person between the ages of 16 and 18 years of age, interested in joining the Company, and a) Junior members shall not make any motion, second, motion, vote on any issue, hold elected or appointed positions, Chair a committee or Board, drive/operate any vehicle of the Company. Junior members may serve as committee members. b) Juniors must maintain proper decorum and always behave towards senior members with courtesy and respect. High School juniors must maintain at least a C average. Juniors shall not be on Company property after twenty-two hundred (2200) hours on school nights unless on a call or in class with parental permission. ©) Juniors shall become eligible for Active membership upon attaining eighteen (18) years of age. The membership Committee shall investigate the Junior record to ascertain if a probationary period of at least six (6) months has been satisfactorily completed. Before consideration of Active membership, a junior should be certified in CPR. It should be registered in the Commonwealth of Virginia as a Firefighter level one and/or Emergency Medical Technician (EMT). The Membership ‘Committee shall present juniors with a recommendation to approve or disapprove. Should a Junior fail to receive a majority vote by secret ballot, membership will be terminated, Section 3.5 Life Membership Requirements Life Member status shall consist of those members who have maintained active membership in the Company for at least twenty (20) years or having become physically disabled while in the Company. Voting privileges for Life members follow the same rules as Active or Contributing Status. Section 3.6 Application Process Each membership application must be accompanied by a police record from the jurisdiction in which the applicant lives and a Virginia DMV Driver's License Transcript. Applications shall be presented to the membership at the first regular meeting following the completion of the Membership Committee's investigation, When presenting each application, the Membership Committee shall recommend approval or disapproval of the application for Probationary Membership status to the general membership. Application fees will be reimbursed upon acceptance of probationary membership by the Company. The Membership Committee will be allowed two (2) weeks, following receipt of all applicant's paperwork to investigate an applicant; however, if all paperwork is submitted less than two (2) weeks before a Company meeting, the Membership Committee shall notify the Company at the next regular meeting that an application for membership by (NAME) has been received and is under investigation. The Membership Committee will post the names(s) of applicants for membership in a conspicuous space upon receipt of applications. Section 3.7 Requirements for Application Any person of good character, eighteen years or older, shall be eligible for membership in the Flint Hill Volunteer Fire and Rescue Company. Minors between the ages of sixteen (16) and 5eighteen (18) years of age shall be eligible for membership as Juniors with a parent or guardian's written consent on the membership application. Where written parental consent is required for Junior membership, the consenting parent or legal guardian's signature must be witnessed by a third person at least twenty-one (21) years of age. Section 3.8 Voting on Applicants _ All applicants shall be admitted to membership only by an affirmative vote, by secret ballot of a majority of the members in attendance at the meeting at which the application was acted upon. An applicant thus qualified shall then be declared to Active, Honorary, Junior, or Probationary membership in this Company. An individual who is not approved by a majority vote may not reapply for membership for a period of sex (60 months from the negative vote date). Section 3.9 Confidentiality of Information Personnel files will be maintained as confidential by the Secretary. Information and access will be released only to the extent necessary to the Membership Committee or the Board of directors, Section 3.10 Probationary Status (Active Members Only) Probationary not make a motion, second a motion, or vote on Company meetings, Probationary members shall not hold any permanent elected or appointed Office or chairmanship of any committee. Probationary members may serve on committees. At the expiration of six (6) months in probationary status, each probationary member who has met the specified requirements of active status shall appear before the membership at the next regular monthly meeting to be voted into active status. The membership committee shall prepare a report of the probationary member's accomplishments during their probation and recommend the membership for this vote. Probation may be extended for those who have not attained minimum. certification during the probation period due to lack of class availability. Should a probationary member fail to receive a majority vote, their membership will be terminated ) Before attaining full membership, an Active Probationary Member should be certified as an Emergency Medical Technician (EMT) and/or as a Firefighter Level One. b) Probationary members may hold temporary positions due to an unfilled vacancy if recommended by the Board of Directors and voted on by a majority of members at the general business meeting, Section 3.11 Restoring Active Status (Added March 2019, Amended 05/06/2021) Once placed on Inactive Status the inactive member may submit a letter requesting a status change to Active Member status or request the status change from inactive to active member at a regular business meeting at which time the membership can. 1) Vote to re-instate the inactive member OR2) Require the member to go through the entire membership application process including fingerprints, background check and any other membership process required. Aftertwo incidents of being placed on Inactive Status, future membership may be permanently denied. Article IV Meetings Section 4.1 Regular Meetings There shall be twelve regular meetings held each year on the first Monday of the month. Section 4.2, Annual Meeting: ‘The meeting held on the first Monday of December shall be the Annual meeting, at which a majority of those present will elect time Officers. Al installed Officers, elected and appointed, shall hold Office for one year, except for Directors. Directors shall hold Office for three, two, and one year on a rotating basis of Director 3, Director 2, and Director 1. Section 4.3 Quorum Unless otherwise stipulated in these bylaws, six (6) voting members of the total voting membership in good standing shall constitute a quorum, provided at least three (3) officers are included in those present, two of which must be Administrative to transact at any meeting of Company, Section 4.4 Notification of Special Meetings: ‘The Secretary shall give at least ten (10) days notice to all Company members and include the time and location of all Special meetings. For Special Meetings, the purpose of the call shall be stated. Section 4.5 Order of Presiding at Meetings: In the President's absence, the Vice President, Secretary, Treasurer, Director, or Chief in that order shall preside at all meetings. Section 4.6 Special Meetings: Special Meetings may be called by the President, by the Board of Directors, or by written request of six (6) voting members in good standing, The meeting's purpose shall be stated in the call, and only the business mentioned in the call may be transacted. Section 4.7 Agenda for Meetings: When conducting meetings, the following procedure shall prevail unless otherwise ordered by the membership. a. Call to Order b, Minutes of the last Meeting read and acted on ©. Special Guest Reportcrore mee ‘Treasurers Report Membership Report Chief's and Rappahannock County Fire and Rescue Association Report (RCFRA) EMS Captain's Report Reports of Standing Committees, Special Committees Unfinished Business New Business Announcements Adjournment Section 4.8 Rules of Order: The following Rules of Order will be used otherwise requested by the Assembly. Parliamentary procedures will be made available for Company meetings (ie., Robert's Rules of Order) if the Assembly chooses not to use these rules: 1, 2, ae, 4h 5a ot ath st oth, ‘A motion must be seconded before it can be discussed, and any motion shall be reduced to writing by the mover or the presiding officer or if any member requires it, ‘The mover may withdraw a motion before the debate is held thereon, but not, afterward without the Company's consent. ‘No member shall speak more than once on any motion or question without express leave of Chair. When a question is under discussion, no motion shall be made on that question, except to amend it, to postpone it, or place in committee on the question. The previous question shall be made in this form, vix: "Shall the main question be now taken?" The object of an Amendment is to change or modify the original Motion without destroying its sense. To clarify an Amendment, the Chair can recommend a Substitute Motion to an Amendment with the Assembly's consent. Ifa motion consists of several parts, it may be divided at each member's request, and the question taken on each part. A question shall not be called up and reconsidered within 12 months at which it ‘was originally decided and shall not be considered more than twice. Every member, when speaking, shall address himself to the Chair, and if'a member is out of order, it shall be the duty of the presiding officer and the privilege of any member to call him to order. 10, ‘The presiding officer may speak to order in preference to any other members and shall decide all questions of charge, subject to appeal to the Company by any two members. 11, Ifa member thinks himself aggrieved or denied any rights by the Chair, he may respectfully require the Company's decision.12, This Company's meetings shall be conducted in conformity with a standard (or approved) book on Parliamentary procedure, i., Robert's Rules of Order. 13, Any motion made and not acted on within 6 months is considered null and void unless brought back to the membership for an exception. Section 4.9 — Citizen Attendance Atthe Chair's discretion, citizens shall be allowed to attend the Company's regular monthly meetings. Article V Organization and Officers Administrative Section 5.1 Elected Administrative Officers: The elected administrative officers are; President, Vice President, Secretary, Treasurer, First Director, Second Director, and Third Director. The Rappahannock County Fire and Rescue Association (RCFRA) are; First Delegate, Second Delegate, Third Delegate, First, second, and third Altemate No more than two (2) immediate family members may serve concurrently on the Board of Directors. Section 5.2 President: a) This Office's qualifications shall be one (1) year as a full voting member in good standing. b) Term of Office, one (1) year. Section 5.3 Vice President: 4) This Office's qualifications shall be one (1) yearas a full voting member in good standing. b) Term of Office, one (1) year Section 5.4 Secretary: a) This Office's qualifications shall be one (1) year as a full voting member in good standing. b) Tem of Office, one (1) year. Section 5.5 Treasurer: a) This Office's qualifications shall be one (1) year as a full voting member in good standing. b) Term of Office, one (1) year.Section 5.6 Section 5.7 Section 5.8 Director(s): 4) This Office's qualifications shall be one (1) year asa full voting member in good standing. b) Term of Office, three (3) years rotating from Third Director to Second, to First. RCFRA Delegates and Alternates 8) Qualifications for this Office shall be one (1) year as a full voting member in good standing and must attend eight (8) meetings a year. b) Term of Office, one (1) year. Duties of the President: a) Itshall be the duty of the President to carry out the day-to-day administrative business, ') It shall be the duty of the President to preside at all general membership meetings, special meetings, and Board of Directors meetings, to preserve order, serve as parliamentarian and decide all points of order that may arise, subject to an appeal from the President's decision by the members of the Company. But on such a request, a majority of the members present shall be necessary to reverse the President's decision. The President shall not vote on any proposal at a regular or special meeting of the membership. However, the President must vote in the event of a tie vote by the membership. c) Itshall be the President's duty to maintain the interest of the members, and the public in the Company, to consult with and appear before the proper authorities such as the Board of Supervisors on matters pertaining to the Company. The President shall perform other such duties as customarily appertain to the Office of the President, or as directed to perform by resolution of the Board of Directors and .or membership not inconsistent with the provision of law or these bylaws. d) The President shall countersign, with the Treasurer, all notes and other obligations of the Company and order for insurance, insurance claims, and all legal documents. ©). The President shall call through the Office of the Secretary special meetings of the Company at the written request of six (6) voting members in good standing stating the call's purpose, Only the stated purpose of business shall ‘come before the membership during a special meeting. The President shall call through the Office of the Secretary special meeting of the Board of Directors or at the written request of three (3) members of the Board. f) Itshall be the President's duty to carry out and enforce the bylaws and orders of the Company to the best of their ability. £) The President shall appoint all standing and special administrative committees unless otherwise specified in these bylaws and shall serve as an ex-officio member of all committees.Section 5.9 Section 5.10 h) To the extent deemed necessary for cause as specified in Article IX, the President may issue a summary judgment to any company member up to and including temporary suspension of not more than 72 hours from the Company. i) The President shall insofar as possible at all times keep the Vice President informed about the Company's activities. i) The President shall serve as Second Delegate to the Rappahannock County Fire and Rescue Association (RCFRA). Duties of the Vice President: a) The Vice President shall assist the President insofar as possible in carrying out the duties of the Office. b) The Vice President shall assume the President's duties in any absence, or should the President be incapacitated. c) By virtue of Office, the vice president shall serve as a member of the Board of pian. and attend the Board's meetings. ans i jident's duty to carry out and enforce the bylaws and orders of the Company to the best of their ability. ¢) Itshall be the vice president's duty to manage and maintain the calendar for Hall Rentals, including having contracts signed and moneys collected. f) Itshall be the duty of the Vice President to maintain the memorial plaque for deceased members. @) Duties of the Secretary: a) Itshall be the Secretary's duty to keep a record of all administrative proceeding of the Company and preserve the Company's administrative records, 'b) The Secretary shall give each member at least ten (10) days’ notice of any special meeting. Notice of special meetings will include the stated purpose and agenda. ©) The Secretary shall perform other duties as directed by the Board of Directors! resolution and the membership not inconsistent with law and these bylaws. d) The Secretary shall bring to all meetings a copy of the bylaws standing rules of the Company, a current list of members and their status, and a list of all standing and special committees. e) The Secretary shall search the minutes for information, which the members may request. £) The Secretary shall provide the Chairman of each committee with a list of all committee members. 2) The Secretary shall read all papers that may be called forby the Assembly. hh) The Secretary shall prepare the Company's official correspondence at the request of the President of the Board of Directors. i) The Secretary shall, at the direction of the Chair, restate all motions i) The Secretary shall serve as a member of the Board of Directors and attend the Board's meetings 'K) It shall be the Secretary's duty to carry out and enforce the Company's bylaws and orders to the best of their ability. nSection 5.11 Section 5.12 1) Itshall be the duty of the Secretary to keep all Personnel records confidential. m) The Secretary shall serve as a member of the Membership Committee, Duties of the Treasurer: a) The Treasurer shall sign all checks, drafts, notes, and other obligations of the Company and shall provide and maintain adequate records of these assets and liabilities of the Company. Accounts and vouchers shall be open to inspections. The Treasurer shall submit the books and official documents to be examined by the Audit Committee b) The Treasurer shall have the responsibility of all funds, securities, valuables, negotiable papers, and other assets of the Company. The Treasurer shall countersign, with the President, all notes and other obligations of the ‘Company. The Treasurer shall sign all checks and shall provide and maintain adequate records of these assets and liabilities of this Company. Accounts and vouchers shall be open to inspection. The Company accounts shall be audited annually or as often as deemed necessary by the Audit Committee. The ‘Treasurer shall perform other duties as customarily appertain to the Office of the Treasurer, or by the Board of Directors and. or membership, not inconsistent with provisions of law or these bylaws. c) All Company pre-approved disbursements shall be made biweekly by check and signed by the Treasurer. Any disbursements not expressly pre-approved by the membership, or having an approved Purchase Order, shall be presented tothe membership at the next regular business meeting for approval/disapproval and disbursement status. d) The Treasurer shall collect all money due to the Company, giving written receipt ¢) The Treasurer shall sign all checks. In the event the Treasurer is incapacitated or absent during an emergency, the President shall have the authority to sign checks. f) The Treasurer shall serve as a member of the Board of Directors and attend the Board's meetings. g) Itshall be the Treasurer's duty to enforce the bylaws and orders of the Company to the best of their ability. hh) ‘The Treasurer will present in written form a detailed summary ofall of the past year's expenses and income at the end of the calendar year, but no later than the February Business meeting. Duties of the Directors: a) The Director(s) shall serve as members of the Board of Directors and attend the Board’s meetings. b) Itshall be the Director(s) ' duty to ensure that the Company carry out and enforce these bylaws and shall perform other dutiesas customarily appertain to the Office of the Director. ©). The Director(s) shall perform other duties as directed by the President or resolve the Board of Directors and the membership not inconsistent with law and these bylaws. 124) The Director(s) shall maintain continuity in the Company's operations, activity, and business transactions, especially during transitional periods such as a change in administrations after an election. ©) When a change occurs in any elected office, the Director(s) shall inventory the administrative equipment(s) and property to include items such as Company memoranda, paperwork and any change of signature cards, Corporate Resolution, or such that may need to be completed for the continued administration of the Company. ) First Director shall serve as Chairman of the Grievance and Appeals Board. The Grievance and Appeals Board will consist of the Board of Directors. Section 5.13 Duties of the RCFRA Delegates: ‘The delegates shall attend, vote, and represent the Flint Hill Volunteer Fire and Rescue Company in all matters pertaining to the Association, the Company, and the community needs. Section 5.14 Duties of the RCFRA Alternates: The Altemates shall attend, vote in the absence of a Delegate, and represent the Flint Hill Volunteer Fire and Rescue Company in all matters pertaining to the Association, the Company, and community needs. Line officers Section 5.15 Elected Line Officers The elected line officers are Chief, Assistant Chief, Captain, Lieutenant, EMS Captain, and EMS Lieutenant. No more than two (2) immediate family members may serve concurrently on the Board of Directors Section 5.16 Qualifications for Elected Line Officers a) Fire Officers must be a member in good standing for at least one (1) year. Elected line officers should have Firefighter 1, Basic Pump Operations and EVOC I, II, IIT. (amended 04/01/2021) b) Rescue Officers must be a member in good standing for at least one (1) year, have current certification in CPR, and shall be registered in the Commonwealth of Virginia as an Emergency Medical Technician. EMS line officers should have EVOC I, I]. (amended 04/01/2021) Section 5.17 Number of Line Officers Appointed ‘The Chief may promote by additional appointment line or staff officers such as Sergeant, Training Officers, Apparatus or Equipment Engineer, Supply Officer, or Supply Sergeant. Section 5.18 Duties of the Chief a) The Chief shall have supervision of the Company's equipment and apparatus, shall direct operations at emergencies, shall report to the Board of Directors and BMembership at regular meetings on the Company's operations, and shall perform other duties as usually appertain to the Office of the Chief. b) The Chief shall have full use of the Company's equipment and apparatus, which shall be deployed in an effective, efficient manner that conforms to the Company's best interest as may be determined from time to time by the Board of Directors and/or membership. The Chief may temporarily (less than seven (7) days) lend apparatus/equipment with the President's notification, ©) The Chief shall formulate a set of Standard Operating Procedures (SOP's) and Rules and Regulations not inconsistent with these bylaws to govern the Company's operations, SOP's will be adopted bya majority vote of the membership at the regular _ monthly meetings. 4) To the extent deemed necessary for cause as specified in Article IX, the Chief may issue a summary judgment to any company member up to and including temporary suspension of not more than seventy-two (72) hours from the Company. e) The Chief shall supply each person who has been elected a member of the Company a copy of the bylaws, all standing rules, and the SOP's. £) The Chief shall serve as the first Delegate to the Rappahannock County Fire and Rescue Association (RCFRA). 2) It shall be the Chief's duty to ensure that all fire apparatus is maintained in proper working order and appropriately stocked. h) It shall be the duty of the Chief to maintain all Fire records. i) Itshall be the duty of the Chief to assist with all monthly fire drills. i) The Chief shall direct or appoint a directorof Junior Firefighter activities. k) When a change occurs in any elected Line Office, the Chief shall inventory the operations equipment and property to include items such as Company keys, ‘memoranda, books, or such that may need to be completed for the Company's continued operation. 1) The Chief'shall direct or appoint a director of Probationary Personnel to ensure compliance with Probationary membership. 1m) It shall be the duty of the Chief to be a member of the Pre-Plan Committee. Section 5.19 Duties of the Assistant Chief a) The Assistant Chief shall assist insofar as possible in carrying out the duties of the Office. b) The Assistant Chief shall assume the Chief's duties in any absence, or should the Chief be incapacitated. ©) It shall be the duty of the Assistant Chief to assist in all monthly fire drills. d) Itshall be the Assistant Chief's duty to ensure that all fire apparatus is maintained, inspected, and in proper working order, and appropriately stocked. €) It shall be the Assistant Chief's duty to keep all communication equipment updated and in good working order. To maintain and inventory, issue, and collect equipment toand from members. 1) Insofaras possible, the Assistant Chief shall keep the Chief, Rescue Captai other subordinate officers informed as to the activities of that Office 2) It shall be the duty of the Assistant Chief to be a member of the Pre-Plan Committee. and 4Section 5.20 Duties of the Fire Captain a) Itshall be the duty of the Fire Captain to assist in presenting all monthly fire drills. b) Itshall be the Fire Captain's duty to inventory, issue, and keep all running gear updated and in good repair. ©) Itshall be the Fire Captain's duty to chair the Pre-Plan Committee and prepare and keep updated all Area Pre-Plans. Section 5.21 Duties of the Fire Lieutenant a) Itshall be the duty of the Fire Lieutenant to assist with monthly drills. b) It shall be the Fire Lieutenant's duty to perform building maintenance and general up- keep (shared with the Rescue Lieutenant). ©) Itshall be the duty of the Fire Lieutenant to keep all fire apparatus clean. d) Itshall be the duty of the Fire Lieutenant to be a member of the Pre-Plan Committee. Section 5.22 Duties of the EMS Captain a) The EMS Captain shall be in charge of all EMS Operational activities and equipment at all times unless otherwise negated by law. b) The EMS Captain shall make a report of his/her records to the President at the regular monthly meeting regarding the condition of the equipment and EMS Drills. ©) Itshall be the duty of the EMS Captain to see that the EMS personnel are properly trained. 4) It shall be the EMS Captain's duty to ensure that all EMS apparatus is maintained in proper working order and appropriately stocked. e) Itshall be the duty of the EMS Captain to assist with all monthly EMS drills. £) Itshall be the duty of the EMS Captain to maintain all Company EMS records. 2) INSOFAR AS POSSIBLE, the EMS Captain shall keep the Chief, Assistant Chief, and other subordinate officers informed as to the activities of that Office. h) The Rescue Captain shall be responsible for replenishing all EMS supplies. i) Itshall be the duty of the EMS Captain to be a member of the Pre-Plan Committee. Section 5.23 Duties of the EMS Lieutenant a) The EMS Lieutenant shall assist the EMS Captain insofar as possible in carrying out the Office's duties b) The EMS Lieutenant shall assume the EMS Captain's duties in any absence, or should the Captain be incapacitated. ¢) It shall be the duty of the EMS Lieutenant to assist with monthly drills. 4) It shall be the EMS Lieutenant's duty to perform building maintenance and general up-keep (shared with the Fire Lieutenant). €) Itshall be the duty of the EMS Lieutenant to keep all EMS apparatus clean 4) Itshall be the EMS Lieutenant's duty to ensure that all EMS apparatus is maintained, inspected, and in proper working order, and appropriately stocked. 8) It shall be the duty of the EMS Licutenant to be a member of the Pre-Plan Committee. 1sArticle VI Elections Section 6.1 Nominations and Time of Elections: a) At the October regular business meeting, a Nominating Committee of three (3) ‘members shall be appointed by the President. This committee's duties are to propose a slate of officers for presentation to the membership at the November regular business meeting, b) After presenting the proposed slate of officers at the November business meeting, the general membership nominates other candidates or may announce candidacy for consideration ©) Voting for elected positions occurs at the December Annual Business meeting, Section 6.2 ‘Types of Office to be filled: ‘The general membership shall elect the President, Vice President, Secretary, Treasurer, and First, Second, and Third Director, Chief, Assistant Chief, Fire Captain, Fire Lieutenant, EMS Captain, EMS Lieutenant, RCFRA Delegates (3), and RCFRA Altemates (3) at the Annual December business meeting, Election of Office requires @ majority of the voting members - Present, Section 6.3. Length of Term and Assumption of Duties: The elected offices will serve one (1) year except for the Directors, who serve three (3), (2), and (1) year terms, Newly elected officers will assume their duties at zero, zero, zero, one (0001) hours on January 1 of each calendar year. Section 6.4 Duties of all Elected Officers: All elected officers shall abide by the rules, regulations, SOP’s and bylaws of the Company and shall perform duties prescribed by these bylaws and meet or exceed the Office's ‘minimum qualifications. Section 6.5 Term of Office: There is no limit on the number of terms a member can serve. Section 6.6 Vacancies of Office: During any term of Office, vacancies may be filled for the unexpired term by a special election of the membership at the next regular Company meeting.Article VII Board of Directors (BOD) Section 7.1 Position on the Board: The President, Vice President, Secretary, Treasurer, Director(s), Chief, and EMS Captain, shall constitute the Board of Directors, Section 7.2. Duties of the Board of Directors The Board of Directors shall have general supervision of the Company's affairs between fix the hour Section 7.3. Agenda, Speaking before the BOD: Any member of the Company may attend the BOD meetings when conducted in open session to observe the proceedings. No one shall disturb or disrupt the Board when in session. The Chairman of the Board shall attempt to make time available for other than Board members to speak and address the Board. Members may make a written request to the Secretary to be placed on the agenda forthe BOD meetings. Executive Sessions are Closed Sessions Section 7.4 Minutes of the BOD: | All minutes and records of meetings shall be recorded and made available for members to view and shall be kept as permanent records of the Company. Section 7.5 Number of Fas Members on the BOD No more than two immediate family members may serve concurrently on the BOD, Section 7.6 Quorum ‘A Quorum of the business transaction at any meeting of the Board of Directors shall consist of five board members. However, most of those present at any regular or special meeting shall have the power to adjourn the meeting to a future time. Section 7.7 Voting Regardless of the number of positions a BOD may hold, voting is limited to one vote per person.Article VIL Duties of Members Section 8&1 Respectful Conduct: a) All members shall, at all times, conduct themselves in such a manner that will command the respect of all other members, officers, and the general public. b) No member shall respond to any call while under the influence of illegal drugs or alcohol. The Officer in Charge shall have the final determination of the ability of the member to function. ©) No member shall appear on Company property while under the influence of illegal drugs or alcohol except for alcohol use at Company approved social functions. 4) No individual under the legal age shall consume alcoholic beverages on Company property or at Company functions. ¢) Sexual harassment in any form will not be tolerated, or otherwise acting in such a manner as to bring discredit upon the Company, Article IX Discipline Section 9.1 Summary Judgement: a) The President of the Chief may issue a summary judgment to any member for cause and may impose reasonable non-judicial punishment or corrective action, up to and, including suspension fora period of not more than seventy-two (72) hours. b) Any Chief Officer may suspend any member for a cause not to exceed seventy- ‘two(72) hours. This action shall be reviewed by the Chief within twenty-four (24) hours. Section 9.2. Expulsion ‘A member may be expelled upon recommendation of the Grievance and Appeal Board to the general membership and a two-thirds (2/3) majority vote by secret ballot or an open showing of hands for, but not limited to, the following offenses. a) Conduct unbecoming b) Any member, while on duty, under the influence of, using, or in possession of alcohol or illicit drugs while on the property ©) Any member who obligates spends or uses the Company's money for their benefit or well-being. d) Abuse of the Grievance and Appeal Board Procedure(s). €) Conviction of a erime. 1) Dishonesty, in any form, including verbal untruths or theft. Section 9.3 Misdemeanors or Felonies: ‘Any member charged with a misdemeanor or felony may be placed on administrative leave at the Board's discretion pending adjudication 18Section 9.4 Damages incurred by Member or Guest: Damages, other than normal wear and tear, caused by neglect, malice, or vandalism by either a member or a member's guest shall be charged to the member involved. The Grievance and Appeal Board may be used to make a final determination if contested by the member. Non- payment of the damage(s) will be considered Conduct unbecoming, Section 9.5 Defining the Grievance and Appeal Board (G&AB). a) The Company shall empower the Board of Directors to act as the Grievance and Appeal Board. The First Director shall serve as Chairperson for this Board. This Board will have all authority necessary when convened. The purpose of the Grievance and Appeal Board is to review problems conceming the Company's intemal affairs and render decisions when necessary and appropriate, which are in the best interest of the Company, its operation, and its members. The Grievance and Appeal Board member shall be granted immunity from any acts or action taken as a Board. b) The Grievance and Appeal Board consists of the Existing Board of Directors with the exclusion of the aggrieved. c) No immediate family members of the involved shall serve on the Grievance and Appeals Board. Section 9.6 Grievance and Appeal Board Impanel. The Grievance and Appeal Board shall be impaneled under the following conditions: ‘When a member takes a grievance claim or petition to the Board. A grievance may be filed by any member when they feel an injustice has been committed against themselves, another member, or the Company. Any member may request the Grievance and Appeal Board's convening to prefer charges against another member, or to prosecute a grievance, to evaluate/investigate extenuating or mitigating circumstances of an offense or transgression againstinvolving any member of the Company. To appeal a disciplinary action imposed by proper authority or to appeal a decision to the Company that may adversely impact a public member. Section 9.7. Filing fora Grievance and Appeal: A Grievance or Appeal must be filed in writing to the Chairman of the GRIEVANCE, AND APPEALS BOARD (First Director) of the Company within three (3) calendar days, and include the following information. Who or whom the grievance and appeal are about. What the grievance or appeal is about, tell what happened, explaining all allegations in detail. Where did the incident occur. ‘When did the incident occur. Why? Explain why the event/episode happened. How did the event occur? ‘What would the other member recommend to resolve the problem? napeSection 9.8 Informing the Grievance and Appeal Board: Itshall be the member's responsibility to initiate action to inform the Chairman of the Board of the action pending review within forty-eight (48) hours. The Grievance and Appeal Board shall be convened within five (5) business days after receiving a written request. Section 9.9 Closed Meetings and Information: The Grievance and Appeals Board meetings shall be closed. As determined by the Board, only members involved shall participate in the proceedings, so undue influence will not affect the Board's ability to render a just decision, Section 9.10 Finding of the Grievance and Appeals Board: After deliberations of the matter before the Board, a determination of "founded" or "sustained" or "unfounded" or a finding for an appeal, or any other issue, shall be made by a majority vote cast by the Board Section 9.11 Penalties and Corrective Actions: The Grievance and Appeal Board may decide to impose reasonable penalties or corrective measures as deemed necessary and appropriate such as; a) The following: 1. Verbal reprimands 2. Letter of reprimands 3. Extra training to correct a deficiency. 4, Suspension up to and not to exceed thirty (30) days. b) These decisions shall be final Section 9.12 Serious Offenses: For more severe offenses, the Grievance and Appeal Board may decide to impose reasonable penalties or corrective measures deemed necessary and appropriate such as; 1, Suspension of more than thirty (30) days and not to exceed seven (7) months. 2. Restitution 3. Removal from elected Office, appointed Office, an appointed position ‘These decisions shall be final. Section 9.13 Pre-Printed Forms ‘The Company shall provide pre-printed forms that members may use to file a grievance or complaint. Article X Reserved 20Article XI Vote Required for Important Decisions Section 11.1 Dissolution of Disbandment A Quorum for this vote requires a minimum of $0 percent of the total voting, membership. A three-quarter (3/4) recorded roll-call majority vote of those voting members in good standing shall be required for dissolutions or disbandment of the Company. Section 11.2. Over-ruling the decision of the Board of Directors A Quorum for this vote requires a minimum of 50 percent of the total voting membership. A three-quarter (3/4) recorded roll-call majority vote those voting members in good standing shall be required for over-ruling a vote of the Board of Directors. Article X11 Procedure for Amending Bylaws: Section 12.1 Amendments: Amendments to these bylaws may be accomplished only when the proposed change is presented in writing to the Secretary and President at a regular business meeting of the Company and subsequently referred to a select committee. The resolution will include the following; a) Define the Article(s) and or Section(s) of the bylaws to be changed. b)_ State the reason(s) why the change(s) is/are considered necessary. ©) Provide the revised wording. Section 12.2 Special Committee for Review: A Special Committee will be formed to review the amendment(s) and report its findings with a recommendation to approve or disapprove. The Secretary shall provide a copy of the proposed amendment and the Special Committees findings and recommendation to each voting ‘member in good standing at the next regular meeting of the Company. Section 12.3 Company Meeting: At the next regular meeting of the Company, the proposed amendment shall be read by the Secretary. The proposed amendment shall then lay on the table until the next general meeting, where the membership will again be allowed to comment on the matter. Section 12.4 Voting on Amendment: Ifat the second regular meeting, the membership nor the committee has any further comments or additions to the proposed amendment, a secret or open ballot shall require a two- thirds (2/3) majority vote of the total voting membership in attendance and good standing to accept the new amendment. 21Section 12.5 Five Year Review ‘These bylaws shall be reviewed every five (5) years from the date of adoption by a special committee. All Amendments shall be included in a new printing Article XII Authorization of Expenditures Section 13.1 Non-Budgeted Expenditures, exceeding $500.00 Any expenditure over $500.00, requested by the membership, and brought before the Business meeting as an issue, shall follow the following process for resolution. Issue or Motion by the membership. Present to the President foraction. President assigns issues to Committee or Officers. Committee/Officers, research, and make recommendations to BOD's. BOD reviews and votes. IfBOD approves, BOD reports back to membership as approved. IfBOD disapproves, BOD reports back to membership as declined. Rey eepo Section 13.2 Non-Budgeted Expenditures, Under $500.00 Any expenditure under $500.00, requested by the membership, and brought before the business meeting as an issue, shall follow the following process for resolution, 1. Issue or Motion by the membership. Present to the President for action. 2 3. A majority vote by the general membership determines the action of the Motion. Article XIV Reserved Article XV ‘Committees Section 15.1 Eligibility for Committees ‘The President appoints all committees. At hisfher discretion, the Chief may appoint operational committees from time to time, which are not covered in this Section. Section 15.2 List of Committees and Their Responsibilities a) _Membership/Recruitment and Retention Committee - shall investigate and examine the qualifications of new applicants for membership and recommend approval or disapproval of each applicant. This committee shall also give a report to 22by °) a) 2) the membership on probationary members’ progress after the probationary period and recommend approval or disapproval of the probationary member for full voting membership. The committee shall consist of the Secretary and a minimum of two (2) appointees. Buildings, Grounds, and Hall - is responsible for maintaining the building and grounds, including all construction, major changes/repairs, and making recommendations to the Board of Directors. This committee shall also manage and maintain the Hall and peripheral areas of the Hall within the Board of Directors’ guidelines and the Company's membership. This shall include but not be limited to fund-raising, rental of the Hall, and anything else that will advance the Company's objectives. This committee shall consist of at least three (3) members from the ‘Company, one of whom must be the Vice President. Fundraising - shall explore raising funds for the Company and forward all recommendations to the Board of Directors. The committee shall consist of at least three (3) members. Audit ~ beginning with each calendar year, an intemal audit of the Company's books shall be performed. This committee shall be comprised of three (3) members in good standing as appointed by the Vice President and shall also include the Treasurer. It shall be the Audit committee's responsibility to verify all records and disbursements of the Company, as reflected by the books of the Company. The audit shall be completed within (45) forty-five days of the beginning of the calendar year. Upon the election of a new Treasurer, an official Verified Public Accountant Audit shall be called within two weeks of the election. Nominating — the committee shall consist of at least three (3) voting members in good standing. The nominating committee shall poll the member's interest in an elected position and ensure that the person meets the position's qualifications and is aware of the responsibilities, and is willing to serve in that capacity. The President shall select the committee at the regular October Business meeting. The slate of officers proposed by the nominating committee will be presented at the regular November Business meeting, where additional nominations from the floor will be aceepted. The nominating committee shall be discharged after the presentation of their report. Before the election at the annual December meeting, additional nominations from the floor shall be permitted. Installation and Banquet — the committee shall be responsible for the planning, coordinating, and executing the annual Installation and Banquet for the Company in conjunction with the Ladies Auxiliary. The committee shall consist of at least (4) four members and shall include, at a minimum, the President, Chief, EMS Captain, and the Secretary. The President shall appoint the committee at the regular January Business ‘meeting. This committce shall be discharged after their duties are fulfilled. Awards At the regular business meeting in November, the President shall appoint an award committee. This committee shall oversee the annual RCFRA awards' voting process, submit letters of nomination to the RCFRA forthe December RCFRA meeting, and order Company plaques and picture frames forthe annual Banguet. The committee shall also update the Company plaque(s) for Awards won. The awards committee shall be discharged after their duties are fulfilled. 23h) Carnival & Parade This committee shall manage the carnival contract, use the camival grounds for the camival and the parade. This committee shall consist of at least three (3) members in good standing and shall work closely with the Building, Grounds, and Fundraising committee members. i) Fund-raising Letter ~The President shall appoint this committee at the January business meeting. The committee shall consist of at least three (3) voting members in good standing. This committee shall be discharged after their duties are fulfilled. The letter should be mailed to the public in the month of March. i) By-Law — This committee shall be appointed by the President every five (5) years (years ending in 0 or 5) at the January business meeting. The committee's responsibility is to review and update, if necessary, the bylaws of the Company. The committee shall consist of at least five (5) voting members in good standing. The bylaws committee shall be discharged after their duties are fulfilled. Article XVI Awards and Ceremonies Section 16.1 Awards The general membership will select the RCFRA annual awards by secret ballot under the Awards Committee's guidance. The secret ballot shall be formatted as a questionnaire listing the award and providing the recipient's name along with appropriate information to substantiate the award. A list of which awards are available shall be posted along with the ballot box. Any person. nominated for an RCFRA award will automatically be awarded the same category award for the Flint Hill Volunteer Fire Company regardless of the RCFRA award's outcomes (s). Section 16.2. The President's Award At the President's discretion, an administrative award may be presented at the annual Banquet for outstanding contributions in the executive or supportive areas such as building maintenance, finance, auxiliary, secretarial, etc. The President's award shall be limited toa maximum of three (3) awards. Section 16.3 The Chief's Award Atthe Chief's discretion, an operational award may be presented at the annual Banquet, for operational excellence, academic achievement, heroic, or extraordinary duty performances. This award may be in Fire or EMS operations and is limited toa maximum of two (2) awards Section 16.4 Service Awards Service awards shall be given to recognize service to Flint Hill Fire Company. Total service time is to be determined by the Membership Committee and shall be awarded in increments of five (5) years. Service pins are given at 5, 10, and 15 years. At 20 years of service, the Life Member pin is issued. No other year pins are given beyond Life. Section 16.5 Memorial to Deceased Members 24‘The Company shall have a memorial plaque to pay homage to deceased members to all who served with the Flint Hill Volunteer Fire Company. Section 16.6 Annual Banquet ‘An annual installation and awards Banquet shall be held in March each year to celebrate the Company's anniversary, welcome newly installed officers, and make award presentations for the previous year's activites. Article XVII Hall Section 17.1 Management of Hall ‘The Hall and associated areas shall be managed by the Building, Grounds, and Hall Committee to conform to the best interest of the Company. The committee shall report back to the Board of Directors and members regularly about significant events concerning the Hall and any future plans, Section 17.2. Hall Areas Defined ‘The Hall consists of all those areas such as the front entrance, the Hall, stage, bathrooms, kitchens, and camival grounds for rental. [tis the Buildings, Grounds, and Hall committee's responsibility to manage parking areas to not interfere with the Company's operations and the visitors’ safety when the Hall is in use. Section 17.3 Hall Contracts In cooperation with the Board of Directors, the Buildings, Grounds, and Hall Committee will make a contract, Contracts will address the following: a) Liability to the Company. b) Rules for Renters, Guests, and Members. ©) Rental and Rates. 4) Deposit Information, including when the deposit will be retumed. ©) Penalties for misuse of the Hall. Article XVII Auxil Section 18.1 Auxiliary ‘The Company may provide foran Au) in advancing the Company's objectives iary whose purpose shall be to support and assist Section 18.2 Auxiliary Operations 25‘The Auxiliary shall operate as an independent entity within parameters set by the Board of Directors and the Company's membership. Section 18.3 Disbandment of Auxiliary A three quarter (3/4) majority vote of the total FHVFC voting membership in good standing shall be required to disband the Auxiliary. Article XIX, Amendment Date Section 19.1 Amendment Date ‘These bylaws are hereby declared effective by a majority vote of members present at its regular business meeting held March 1, 2000. 26EXHIBIT C DAVID L. KONICK Attorney at Law Rock Mills ~ P.O. Box 57 Washington, Virginia 22747-0057 Telephone and Facsimile (540) 937-5067 ‘nernet: dkonick @earthlink net April 1, 2023 David E. Jarrell 12362 Lee Highway Sperryville, Virginia 22740 David E. Bailey Timothy F. Bills 13316 Crest Hill Road P.O. Box 268 Flint Hill, Virginia 22627 Flint Hill, Virginia 22627 Patrick F. O’Malley Hugh F. Hill 22 Old Vineyard Lane 148 Hittles Mill Road Flint Hill, Virginia 22627 Huntly, Virginia 22630 c/o Whitson W. Robinson, Esquire VIA ELECTRONIC MAIL 403 Holiday Court wrobinson@robinsonstover.com Warrenton, Virginia 20186 Re: Flint Hill Volunteer Fire Company / Company 4 Gentlemen: My clients and I read with interest Mr. Jarrell’s March 23, 2023 “Revitalization Plan” for Company 4. We noted that Mr. Jarrell recognized that “[tJhe work planned by the newly appointed FHVFC Board! is dependent on the decision of the case filed in the Circuit Court for the County of Rappahannock, Case No. CL23-000043, which is scheduled to be heard on April 21, 2023. The work to be performed under the remaining two phases. . . of the FHVFC Revitalization is dependent on the decision from that case.” (Plan at 5). We also noted that “[o]nce the pending case is heard before the Circuit Court for the County of Rappahannock, then it is anticipated that FHVFC membership meetings will resume, per company Bylaws,” (Plan at 10) and at several places the Plan states: DRAFT — SUBJECT TO FHVFC REVIEW” (Plan at 9, 10, 12, 13, 16, 17, and 18). The first question that comes to mind is by what authority Mr. Jarrell formulated this “Revitalization Plan” and submitted it, without approval of the membership (and As you are well aware, your election is contested as is the the authority of the Board of Supervisors to remove the duly elected officers and directors of the Company, and nothing in this letter should be construed as a waiver of any of those claims or a recognition of your lawful authority over the Company or its affairs. We most assuredly do not. In our view, the five of you are engaged in an unlawful hijacking of the Flint Hill Fire Company, and all your actions are illegal and void ab initiDavid E. Jarrell et al. c/o Whitson W. Robinson, Esquire April 1, 2023 page 2 apparently without the approval of the Board of Directors), to the Board of Supervisors ? Nowhere are such duties delegated to the Chief — See, Section 5.18 of the Bylaws, subsections (a) through (m). We note, parenthetically, that Mr. Jarrell is not even a member of the Company and his appointment as “Chief” is unlawful and a violation of the Bylaws. Administration of the Company’s business affairs — including most of what is in this proposed “Revitalization Plan” ~ are matters specifically delegated to the Board of Directors and/or the President, not to the Chief. See, Certificate of Incorporation, subsections (c) and (d), Virginia Code §13.1-853(B), and Bylaws, Section 5.8, subsections (a), (©) and (f) and Section 7.2. Special Meetings are required to be properly noticed when called by the requisite number of members or the requisite number of members of the Board of Directors. See, Bylaws Section 5.8, subsection (b) and (e), Section 5.10 (b). In this regard, we call your attention to Section 5.12(b) of the Bylaws: “It shall be the Director(s) duty to ensure that the Company carry out and enforce these bylaws and shall perform other duties as customarily appertain to the Office of [Directors].” In addition, we call to your attention to the fact that none of the required notices for any Special Meetings of the so-called Board of Directors have been given to the members or to the public-at-large as required by Virginia Code §2.2-3707,? Code §13.1-866 and the above cited provisions of the Company’s Bylaws. Pursuant to Code § 2.2-3700, et seq. we request a list of all meetings of the Board of Directors and copies of all notices for any meetings of the Board of Directors since the date of your contested appointment —- January 26, 2023 — as well as copies of all minutes of such meetings (and resolutions adopted) which you are required to keep and provide to the members and to the public pursuant to, inter alia, Code § 2.2-3707(H) and the Bylaws, We call upon you immediately to retract the “Revitalization Plan” that was unlawfully tendered to the Board of Supervisors without the approval of the Company as provided in the Bylaws and by applicable law, and call upon you to cease and desist from your unlawful operation of the Company in violation of law, the Company's charter and its bylaws. Very truly ie. Counsel for Petitioners Karen A. Williams, et al. ce: Board of Supervisors, Ritchie Burke — RF&RA 2 Flint Hill Volunteer Fire Company was determined to be a “public body” by the General District Court of Rappahannock County, Virginia in Case No 18-0000072 in June 2018 on the basis it is supported principally by public funds.