                  NOT FOR PUBLICATION WITHOUT THE
                 APPROVAL OF THE APPELLATE DIVISION

                                          SUPERIOR COURT OF NEW JERSEY
                                          APPELLATE DIVISION
                                          DOCKET NO. A-0751-13T4
NEWFIELD FIRE COMPANY NO. 1,
                                             APPROVED FOR PUBLICATION
     Plaintiff-Appellant,
                                                   January 23, 2015
v.
                                               APPELLATE DIVISION
THE BOROUGH OF NEWFIELD,

     Defendant-Respondent.
_______________________________

            Submitted September 29, 2014 - Decided January 23, 2015

            Before   Judges      Lihotz,      St.      John    and
            Rothstadt.

            On appeal from the Superior Court of New
            Jersey, Law Division, Gloucester County,
            Docket No. L-1077-13.

            Buonadonna & Benson, P.C., attorneys for
            appellant (Alan G. Giebner, on the briefs).

            Weir   &   Partners,   LLP,   attorneys for
            respondent (Daniel E. Rybeck and John C.
            Eastlack, Jr., on the brief).

            The opinion of the court was delivered by

LIHOTZ, P.J.A.D.

     We consider the scope of N.J.S.A. 40A:14-68, which allows a

municipality    to    exercise   "supervision       and   control"     over     a

volunteer fire company, designated as its official firefighting

organization.        Plaintiff   Newfield    Fire    Company    No.   1   (Fire

Company),   a   nonprofit,    volunteer     fire    organization      that    has
provided      firefighting       services      to   defendant    the     Borough    of

Newfield (Borough) for decades, appeals from an August 29, 2013

judgment substantially upholding Ordinance #2013-7, adopted by

the Borough to regulate the Fire Company.                       Subject to three

exceptions      declared      unenforceable,        Judge      Georgia    M.    Curio

concluded the ordinance was a valid and enforceable exercise of

municipal authority, permitted by N.J.S.A. 40A:14-68.                      The Fire

Company argues the judge erroneously applied the statute and

maintains      the    ordinance      represents     an   invalid      imposition   of

control over the affairs and internal governance of the Fire

Company.      Following our consideration of the arguments presented

in    light   of     the   record    and   applicable    law,    we    reject   these

assertions and affirm.

       In     1908,    a    volunteer      firefighting        organization,       the

predecessor to the Fire Company, commenced and has continuously

provided firefighting services to the residents of the Borough.

The    Fire    Company      is      an   independent     New    Jersey    nonprofit

corporation, as verified by a certificate of incorporation and

governing bylaws filed on March 12, 2012.1                     Article VI of the

Fire Company's bylaws outlines the duties of officers, including

1
     The then Chief of the Fire Company averred the Fire Company
was originally incorporated in 1908, and holds the original
certificate of incorporation, which was not included in the
record.   The Borough provided a print out from the Treasury's
webpage reflecting the recited record of incorporation.



                                           2                                A-0751-13T4
the Chief; Article VII outlines qualifications and duties of

membership; Article VIII authorizes the Fire Company to remove

members; and Article XIII provides for the annual election of

various officers, including the Chief, and the procedure to fill

vacancies.

      Historically, the relationship between the Fire Company and

the   Borough   was    harmonious,   and   the    Fire   Company    and   its

predecessor have provided firefighting services "[a]s a matter

of long[-]standing custom and practice," even before the Borough

was chartered in 1924.       Relations between the Fire Company and

the Borough grew contentious in 2009 when the Fire Company's

membership elected a new Fire Chief.

      There is no written agreement between the Fire Company and

the Borough.    For years, the Fire Company has been housed in the

Borough's    municipal    building,      along    with   other     municipal

services.    The enmeshed relationship of the Borough and the Fire

Company is aptly illustrated by the fact that a sign in front of

the Borough-owned municipal building was donated to and is owned

by the Fire Company, but electricity to operate the sign is

provided by the Borough.         The Borough pays the Fire Company's

liability    and      worker's   compensation       insurance,     building

maintenance and utilities, and purchased certain Fire Company

equipment such as its fire vehicles.             The Fire Company itself




                                     3                              A-0751-13T4
generates     resources          independent         from      Borough      funds      through

fundraising and contributions, to pay other on-going expenses.

       In December 2010, the Borough adopted Ordinance #2010-11,

entitled "Fire Department."                 This ordinance recognized the Fire

Company as the sole firefighting organization in the Borough and

provided     the       Borough      "shall     require        the     execution        of     all

necessary agreements with the [Fire Company] to provide fire-

fighting          services,"          pursuant          to      N.J.S.A.         40A:14-68;

"[m]embership in the [Fire Company] shall be in accordance with

this    chapter        and    the    bylaws        of   the     [Fire      Company]";         and

appointment       or    election      of    the     Fire      Chief      shall   take       place

pursuant     to     the      Fire    Company       bylaws.          In    accordance         with

Ordinance #2010-11, the Borough presented the Fire Company with

a contract for firefighting services, which the Fire Company

rejected.2

       The   following         December,       the      Borough       enacted       Ordinance

#2011-15, amending Ordinance #2010-11, authorizing the Borough

to   exercise      broader      control      over       the   Fire       Company's     general

operations.            Specifically,         Ordinance        #2011-15       required         the

Borough      to     approve         the    Fire     Company         bylaws,      any        bylaw

amendments, its elected officers, and its line officers.                                      The

amended ordinance also detailed the Fire Chief's duties and set

2
       This contract is not included in the record.



                                               4                                       A-0751-13T4
qualifications for and provided for appointment of individuals

seeking membership in the Fire Company.                 Finally, the ordinance

provided "[f]or cause, [Borough] Council may reprimand, suspend,

or remove from office the Fire Chief, or any officer or officers

of the [Fire Company]."

     Ordinance     #2011-15    was   amended       in   July   2013,     with   the

enactment   of     Ordinance   #2013-7.           Ordinance    #2013-7    is    the

subject of this appeal.        The significant addition in Ordinance

#2013-7 requires all Fire Company line officers, which include

the Chief, Deputy Chief, Assistant Chief, Captain, Lieutenants,

and Fire Police Captain, "shall be appointed by the Borough['s]

Governing Body[,] as provided by law."3

     The    Fire     Company   filed       this     complaint    in      lieu    of

prerogative writs, seeking to invalidate Ordinance #2013-7 as

ultra vires.       The Fire Company asserted the Borough abused its

discretionary authority in adopting Ordinance #2013-7, and the

adoption was "arbitrary, capricious and unreasonable," making

the ordinance "wrongful" and "unenforceable."                  The trial court

temporarily restrained the Borough from enforcing the provisions

of Ordinance #2013-7.


3
     The record contains several references to the Borough's
apparent desire to remove the Fire Company's Chief and suggests
the Borough filed a disciplinary complaint against him.




                                       5                                  A-0751-13T4
      Following oral argument, Judge Curio considered the legal

issue presented.          Reviewing the provisions of N.J.S.A. 40A:14-

68, she rejected the Fire Company's contention that an external

contract defining the relationship was mandated, thereby making

the Borough's mere adoption of Ordinance #2013-7 ineffective to

exercise the statutorily permitted supervision and control over

the   Fire    Company.       Rather,      she   concluded    Ordinance     #2013-7

sufficiently established the contract between the Borough and

Fire Company and was "an appropriate exercise of authority by

the Borough . . . pursuant to N.J.S.A. 40A:14-68."                     Next, the

judge upheld Ordinance #2013-07 as enforceable, after excising

three specific provisions: the portion of § 25.2 allowing the

Borough      to   appoint   the    Fire    Chief;   the     portion   of   §    25.3

requiring the Fire Company submit its bylaws, and presumably any

amendments, to the Borough Council for approval; and the portion

of § 25.5 providing the Borough retain ownership and control

over the sign erected in front of the municipal building.                      Judge

Curio   noted     the    Borough   can    require   approval     of   other     Fire

Company officers and mandate the Fire Company transmit a copy of

its bylaws to the Borough Council.

      On appeal, the Fire Company agrees N.J.S.A. 40A:14-68 is

the source of authority allowing the Borough's involvement in

its operation.          However, the Fire Company challenges the trial




                                          6                                A-0751-13T4
judge's determination that Ordinance #2013-7 complies with the

scope of the permitted statutory authority.

      "Municipal ordinances, like statutes, carry a presumption

of validity."        Hutton Park Gardens v. Town Council of W. Orange,

68    N.J.    543,       564    (1975).          "[A]    law    concerning            municipal

corporations        formed       for     local      government        .    .     .    shall    be

liberally construed in their favor."                     N.J. Const. art. IV, § 7,

¶ 11.        Accordingly, a party challenging a municipal ordinance

has   a   heavy      burden.        The    presumption         of     validity        "'may    be

overcome only by a clear showing that the local ordinance is

arbitrary      or     unreasonable.'"                Quick     Chek       Food       Stores     v.

Springfield,        83    N.J.    438,    447       (1980)   (quoting          Hudson    Circle

Servicenter, Inc. v. Kearny, 70 N.J. 289, 298-99 (1976)).

      We start our review by examining the scope of                                    N.J.S.A.

40A:14-68, understanding questions of statutory interpretation

are purely legal.              In re Liquidation of Integrity Ins. Co., 193

N.J. 86, 94 (2007).              In our de novo review of legal issues, we

need not defer to the trial court's conclusions.                               In re Petition

for Referendum on Trenton Ordinance 09-02, 201 N.J. 349, 358

(2010) (citing Manalapan Realty v. Twp. Comm. of Manalapan, 140

N.J. 366, 378 (1995)).




                                                7                                       A-0751-13T4
      "'Our task in statutory interpretation is to determine and

effectuate the Legislature's intent.'"                 Ibid. (quoting Bosland

v. Warnock Dodge Inc., 197 N.J. 543, 553 (2009)).

           "In the construction of the laws and
           statutes of this state, both civil and
           criminal, words and phrases shall be read
           and construed with their context, and shall,
           unless inconsistent with the manifest intent
           of the legislature or unless another or
           different meaning is expressly indicated, be
           given their generally accepted meaning,
           according to the approved usage of the
           language."

           [State v. Hupka, 203 N.J. 222, 232 (2010)
           (quoting N.J.S.A. 1:1-1).]

"We   consider   the    statute    at       the    center    of    this    case   in

accordance with these principles."                C.A. v. Bentolila, 219 N.J.

449, 460 (2014).

      Many municipalities cannot support a full-time municipal

fire force and instead rely upon volunteers to provide this

essential public service.         The volunteer fire companies are "not

direct units of local government."                Paff v. N.J. State Firemen's

Ass'n,   431   N.J.    Super.   278,    292        (App.    Div.   2013)    (citing

Schwartz v. Stockton, 32 N.J. 141, 151 (1960)).                      "While such

organizations are independent, incorporated as associations not

for pecuniary profit, . . . they may, and generally do, have

definite relationships with municipal governing bodies, . . .

thereby giving them a kind of semi-official status."                      Schwartz,




                                        8                                  A-0751-13T4
supra, 32 N.J. at 151 (citation omitted).               "'[T]he relationship

between a volunteer fireman and the municipality is not that of

master and servant in the true sense.'"                Maggio v. Migliaccio,

266 N.J. Super. 111, 114-15 (App. Div.) (quoting Vogt v. Borough

of Belmar, 14 N.J. 195, 206 (1954)), certif. denied, 134 N.J.

563 (1993).      Nevertheless, volunteer fire departments have been

recognized as quasi-public in nature.             Sprint Spectrum, L.P. v.

Borough of Upper Saddle River Zoning Bd. of Adjustment, 352 N.J.

Super.    575,   598   (App.   Div.),       certif.   denied,   174   N.J.   543

(2002).

    The Legislature addressed the nature of municipal control

of volunteer fire companies in N.J.S.A. 40A:14-68(a), originally

effective on July 1, 1979:

            In any municipality not having a paid or
            part-paid fire department and force, the
            governing body, by ordinance, may contract
            with a volunteer fire company or companies
            in   such  municipality,    for   purposes   of
            extinguishing fires, upon such terms and
            conditions as shall be deemed proper.       The
            members of any such company shall be under
            the   supervision    and   control    of   said
            municipality and in performing fire duty
            shall   be   deemed   to   be   exercising    a
            governmental     function;     however,     the
            appointment or election of the chief of the
            volunteer fire company shall remain the
            prerogative of the membership of the fire
            company as set forth in the company's
            certificate of incorporation or bylaws.




                                        9                              A-0751-13T4
       The        plain       language         of     this    statute         reflects         the

Legislature's           intent      to    assure      governmental          supervision        and

control      of    volunteer        fire       companies     to     the    extent    they      are

charged      with       performing         public      functions          funded    by     public

taxpayer resources.               See McGovern v. Rutgers, 211 N.J. 94, 108

(2012) (holding "'we look first to the plain language of the

statute,'" giving the words their ordinary meaning and deriving

intent    from         the    words      the    Legislature         has     chosen       (quoting

Bosland, supra, 197 N.J. at 553)).

       The Fire Company insists the Borough's use of an ordinance

ignored statute's requirement of providing a contract with the

Fire Company to define the scope of governmental supervision and

control.      We reject this argument because the plain language of

the    statute         provides     the    municipality's           "governing       body,       by

ordinance, may contract with a volunteer fire company . . . ."

N.J.S.A. 40A:14-68(a) (emphasis added).                           We conclude these words

unambiguously permit a municipality to use the mechanism of an

ordinance         as    the   contractual           basis    to    set     forth    provisions

assuring municipal supervision and control of members of the

volunteer fire company it designates as the official entity to

perform the public function of extinguishing fires.

       Such a reading is consistent with prior interpretations of

both   the    statute         and   a     municipality's          relationship       with      its




                                                 10                                      A-0751-13T4
volunteer fire company.             In Migliaccio, this court found the

adoption of an ordinance satisfied the statute, stating: "The

record reveals that the Borough of West Long Branch adopted the

necessary ordinance referred to in N.J.S.A. 40A:14-68 . . . ."

Migliaccio, supra, 266 N.J. Super. at 115.                           Also, in Paff, we

considered an ordinance defining the relationship when deciding

a different issue.            There, we concluded "[m]embers of volunteer

fire companies serve 'under the supervision and control of [a]

municipality and in performing fire duty shall be deemed to be

exercising a governmental function[.]'"                    Paff, supra, 431 N.J.

Super.     at    292     (alterations     in   original)             (quoting      N.J.S.A.

40A:14-68).          See also Guida v. Emerson, 17 N.J. Misc. 209, 211-

12 (Dep't Labor 1939) (noting a municipality's recognition of a

volunteer fire company by express agreement is accomplished by

"the passage of an ordinance creating a department and stating

the manner of control").

      We      also     find   unpersuasive     the       Fire    Company's         argument

suggesting       the    Legislature      reserved    use        of    an       ordinance   to

define     the    regulation     and   control      of    paid       fire      departments,

pursuant to N.J.S.A. 40A:14-7, and chose to specify a contract

to control volunteer fire companies pursuant to N.J.S.A. 40A:14-

68.      As     Judge    Curio   aptly    observed,       use        of    a    contract   is

superfluous when discussing a municipality's authority to form a




                                          11                                        A-0751-13T4
paid fire department, as discussed in N.J.S.A. 40A:14-7.                         On the

other hand, when addressing a municipality's relationship with a

volunteer fire force it seeks to perform public firefighting

functions, a municipal ordinance merely creates the conditions

under     which    that    volunteer       fire     company      may    act   as      the

designated fire company of the municipality.

       Turning to the attack on the scope of Ordinance #2013-7,

the    Fire    Company     maintains       the    Borough   lacks       authority      to

regulate the Fire Company, its members, or officers because the

Fire Company is a private nonprofit corporation, separate and

distinct from the Borough.            The Fire Company relies on N.J.S.A.

15A:1-1 to 16-2, which are statutory provisions vesting rights

in nonprofit corporations, such as the right to be governed by

and make its own bylaws, N.J.S.A. 15A:2-9 to -11; the right to

acquire real and personal property, N.J.S.A. 15A:3-1(a)(4); and

the right to elect or appoint officers and define their duties,

N.J.S.A. 15A:3-1(a)(10).          We disagree with this assertion.

       A well-recognized rule of statutory construction applies

when    one    statute     appears    in    conflict      with     another.        Quite

simply,       specific    statutory      provisions       govern       general     ones.

State    v.    Robinson,    217   N.J.     594,    609    (2014);      Tiffany     Manor

Assocs. v. Newark City, 18 N.J. Tax 190, 197 (Tax 1999).                              The

broad,    general    nonprofit       corporation         statute    yields       to   the




                                           12                                 A-0751-13T4
specific      legislative       direction       governing     a        municipality's

supervision and control of a designated volunteer fire company.

      We     further     conclude    the    Fire   Company        is    incorrect    in

asserting      its      activities   and    management      are    independent       of

municipal      oversight       and    control.        N.J.S.A.           40A:14-68(a)

pointedly directs volunteer fire companies, whose members accept

the   role    of     performing    the   "governmental      function"        of   "fire

duty,"     serve      "under   the    supervision     and    control         of   [the]

municipality."           Since volunteer firefighters perform a public

service, the need for municipal supervision and control of the

Fire Company is underscored, and the volunteer fire company is

legally viewed as a state actor.                "'[V]irtually every statutory

reference      concerning         volunteer     companies     refers         to     fire

protection as a governmental function.'"               Pallister v. Spotswood

First Aid Squad, 355 N.J. Super. 278, 281 n.2 (App. Div. 2002)

(alteration        in    original)    (quoting     D'Eustachio          v.   City     of

Beverly, 177 N.J. Super. 566, 572 (Law Div. 1979)).                          See also

Eggert v. Tuckerton Vol. Fire Co. No. 1, 938 F. Supp. 1230, 1240

(D.N.J. 1996) (holding a volunteer fire company is a state actor

for purposes of 42 U.S.C.A. 1983); Schwartz, supra, 32 N.J. at

150 (holding volunteer fire companies are public entities for

purposes of tort liability); State v. Quezada, 402 N.J. Super.




                                           13                                 A-0751-13T4
277, 283-84 (App. Div. 2008) (holding a volunteer firefighter is

a public servant under N.J.S.A. 2C:27-1(g)).

       In return, designated volunteer firefighters are afforded

worker's compensation insurance as de facto municipal employees,

see N.J.S.A. 34:15-43; Migliaccio, supra, 266 N.J. Super. at

115,    and   provided      municipal    contributions         from    funds     raised

through local tax assessments for equipment and a substantial

portion of related firefighting expenses.                     N.J.S.A. 40A:14-33;

N.J.S.A.      40A:14-34.       A   municipality       may    compensate   volunteer

firefighters      for   losses     sustained     in   performing       fire    duties,

N.J.S.A. 40A:14-36, and allocate space in municipal realty for

their   use.      See      N.J.S.A.    40:48-2    (defining     a     municipality's

general      powers   to    exercise    authority      for    public    welfare      and

safety).

       The    municipal     management    of     volunteer     fire    companies       as

defined in N.J.S.A. 40A:14-68(a) is limited to "the authority to

control the general affairs of a volunteer fire department," and

a municipality "cannot dictate the day-to-day operations of the

department."      Sprint, supra, 352 N.J. Super. at 598 (citing 63

C.J.S. Municipal Corporations § 542 (1999)).                     This distinction

is illuminated by the independent control retained by a fire

company in "the appointment or election" of its Chief, "as set




                                         14                                    A-0751-13T4
forth in the company's certificate of incorporation or bylaws."

N.J.S.A. 40A:14-68(a).

    Following our review, we find no flaw in Judge Curio's

analysis, concluding Ordinance #2013-7, as excised, stays within

the lines drawn by N.J.S.A. 40A:14-68(a).                   As the judge noted,

the Borough may not retain the right to approve the elected Fire

Chief or the Fire Company's bylaws, including any amendments.4

With these modifications, we conclude Ordinance #2013-7 does not

intrude    into   the   day-to-day    operations       of    the     Fire   Company,

defined by its bylaws.       See N.J.S.A. 15A:3-1(a)(11) (a nonprofit

corporation's bylaws govern "the administration and regulation

of the affairs of the corporation").               For example, Ordinance

#2013-7 makes no attempt to invade the Fire Company's province

to assign personnel; define essential tasks; require attendance;

hold elections; abide by a membership code of conduct; develop

tactical    decision-making     for    fire   protection,           prevention     and

safety,    particularly      when     fighting     a        fire;     or    regulate

fundraising efforts.

    In our view, Judge Curio's decision does nothing more than

consider the validity of the ordinance, which we agree, once

excised,    presents    a   valid    enforceable       contract       to    the   Fire

4
     The judge's excise of the provision suggesting the Borough
retains ownership of the Fire Company's sign is not specifically
contested.



                                       15                                    A-0751-13T4
Company.        If the Fire Company accepts the terms in order to

continue as the designated municipal fire force, it is entitled

to benefits provided by law, as we have outlined above.                                   We

emphasize,       the    Fire     Company      correctly        asserts      a     contract

requires a meeting of the minds and mutual assent.                              See, e.g.,

Morton v. 4 Orchard Land Trust, 180 N.J. 118, 129-30 (2004);

Atalese    v.    U.S.    Legal      Servs.   Grp.,     L.P.,    219     N.J.     430,    442

(2014).         Possibly       the    Fire        Company's     prior       demonstrated

dissatisfaction         with   the    ordinance      provisions       may    lead    to    a

decision to end its long-standing role as the entity providing

firefighting services for the Borough.                      Prudence suggests any

terms   formulated       in    an    ordinance      governing     the    Fire      Company

would be mutually discussed, if not formulated by assent before

passage.        Still, we are aware of nothing that precludes the

Borough from adopting an ordinance defining the conditions it

requires of any volunteer fire company seeking to act as the

Borough's designated fire company.

    Here, the Fire Company must accept these terms if it seeks

to continue in its role as the designated municipal entity.

Nevertheless,        nothing     prevents     the    Fire     Company    members        from

declining       to   voluntarily      perform       firefighting      services       under

terms mandated by a valid ordinance, such as Ordinance #2013-7.

If it chooses to do so, absent further negotiation and agreement




                                             16                                   A-0751-13T4
with the Borough, its municipal firefighting status ceases, and

the Borough has authority to assume possession and control of

its real and personal property and to seek a replacement entity

to perform the necessary fire functions.   Raritan Engine Co. No.

2 v. Edison Twp., 184 N.J. Super. 159, 164-66 (App. Div. 1982).

    Affirmed.




                               17                        A-0751-13T4
