TEXAS ASSOCIATION FOR CRIME STOPPERS BYLAWS

Transcription

1 TEXAS ASSOCIATION FOR CRIME STOPPERS ARTICLE 1 - NAME, PURPOSE, LOCATION BYLAWS Section 1: Name. The name of the organization shall be the Texas Association for Crime Stoppers, herein after referred to as the Association. Section 2: Purpose. The Association is organized exclusively for charitable, religious, educational, literary, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as well as any lawful purpose, as authorized by state law. Notwithstanding the foregoing, this Association's sole purpose is to assist Crime Stoppers organizations in the State of Texas. Section 3: Location. The principal office of this corporation shall be located at the following address, 3715 Lamar Ave, Paris, Texas or such other place in or outside the State of Texas as the Directors may deem appropriate. ARTICLE II MEMBERSHIP Section 1: Application for membership shall be open to all organizations or individuals that support the purpose statement in Article 1, Section 2, and continuing membership is contingent upon being up-to-date on membership dues. Section 2: Member Types: a) Voting Members i) Adult Crime Stoppers Organization ii) Adult Individual Member b) Nonvoting Members i) Campus Crime Stoppers Organization ii) Student Individual Member iii) Corporate Member Section 3: Membership shall be granted upon a majority vote of the Board and payment of applicable dues. Section 4: Each voting member of Texas Association for Crime Stoppers shall have one vote. Section 5: Dues. The Board shall set the amount of the dues. All memberships expire twelve months after initial payment is received. The Board may set a late and reinstatement policy and fee. Section 6: Removal. Any Member may be removed from membership with or without cause by a ¾ vote of the Board of Directors. ARTICLE III - MEETINGS OF MEMBERS Section 1: Annual Meeting. The Association shall meet at least once each fiscal year. The first annual meeting will be held no later than December 31, 2018.

2 Section 2: Special Meetings. Special meetings may be called by the Chairperson or the Board of Directors. A written request signed by twenty-five percent of the current voting members may call a special meeting. Section 3: Location, Date and Time: The location of each Meeting of Members shall be set by the Board who shall also set the date and time. Meetings may be held in any manner allowed by the Texas Business Organizations Code. Section 4: Notice. Notice of all meeting shall be given to each Association member, not less than fourteen days before the meeting. Section 5: Meetings. Meetings may be held in any manner allowed by the Texas Business Organizations Code. ARTICLE IV - BOARD OF DIRECTORS Section 1: Board Role, Size, Composition. The Board is responsible for overall policy and direction of the Association. The Board shall be comprised of the four officers of the Association and up to five additional members, the number determined by the Board. The board receives no compensation other than reimbursement of reasonable expenses. Directors shall in no way incur personal liability from the actions of the corporation and shall be entitled to indemnification according to the provisions of the Texas Business Organizations Code and state laws exempting nonprofit officials from liability. Section 2: Officers. There shall be five officers of the Association consisting of a Chair, a Vice-Chair, a Secretary, Treasurer and Member at Large. Section 3: Terms. a) No officer shall be eligible to serve more than 2 consecutive terms in each office. b) No Director may serve more than 5 consecutive terms. Section 4: Requirements. a) Must be a member of the Association for at least one year as an Individual Member, or b) A member of an Adult Crime Stoppers organization at least one year, which has been an Association member at least one year, and c) Meet any other requirements of the Texas Business Organizations Code for Nonprofit Organizations. Section 5: Duties. CHAIR: The Chair will be the Chief Executive Officer and Chairman of this Association and will, subject to the control of the Board of Directors, supervise and control the affairs of the Association. The Chairman will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. VICE CHAIRMAN: The Vice Chairman will perform all duties and exercise all powers of the Chairman when the Chairman is absent or is otherwise unable to act. The Vice Chairman will perform such other duties as may be prescribed from time to time by the Board of Directors. SECRETARY: The Secretary will keep minutes of all the meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be

3 required by law, by the Certificate of Formation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. TREASURER: The Treasurer will have charge and custody of all funds of the Association, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Association's properties and business transactions, will render reports and accountings to the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Formation, by the Bylaws, or which may be assigned from time to time by the Board of Directors. Section 6: Vacancies. When a vacancy on the Board of Directors exists, nominations for new members may be received from present Association individual members and member organizations by the Secretary four weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement and voted upon at the next Board meeting. All vacancies will be filled only until the next Annual Meeting. Section 7: Resignation, Termination and Absences. Resignation from the Board may be made to any board member. A Board member shall be dropped for excess absences from the Board if he or she is absent from 50% of the Board meetings in a year. A Board member may be removed for any other reasons with or without cause by a three-fourths vote of the remaining Board members. Section 8: Meetings. The Board shall meet at least once each quarter. Section 9: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or onethird of the Board. Section 10: Location, Date and Time: The location of each Board meeting shall be set by the Board who shall also set the date and time. Meetings may be held in any manner allowed by the Texas Business Organizations Code. Section 11: A quorum of at least a majority of the Board of Directors is required before business can be transacted. Section 12: Action without meeting of Board or Committee. An action required by the Texas Business Organizations Code Nonprofit Organizations to be taken at a meeting of the Association s directors or an action that may be taken at a meeting of the directors or a committee may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all the directors or committee members are present and voting. The consent must state the date of each director's or committee member's signature. All actions shall be reported to the Board at the next Board meeting. Prompt notice of the taking of an action by directors or a committee without a meeting by less than unanimous written consent shall be given to each director or committee member who did not consent in writing to the action. Participation of a director constitutes a waiver of notice, unless the director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 13: Notifications. All Association members shall be notified at least 72 hours in advance of all Board meetings, except in an emergency that requires immediate action. ARTICLE V - ELECTIONS Section 1: Election Procedures. The Board Development Committee shall be responsible for nominating a slate of member representatives to preserve the diversity and balance necessary to enable Texas Association for Crime Stoppers to provide policy guidance on the broad spectrum of Crime Stoppers issues. Nominees selected by the

4 Board Development Committee must be a member of a member organization of the Association or individual members of the Association. Section 2: Voting. Voting by members for board members and bylaw changes may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods. The Board shall adopt procedures for voting. Section 3: Board Elections. The Members shall elect the Board of Directors. Board member elections shall be during the Annual Meeting. All voting members will have one vote. Section 4: Officer Elections. The officers shall be elected by the Board at the Annual Meeting. ARTICLE VI - COMMITTEES Section 1: The Board may create committees as needed, Committee chairs must be individual members or a member of a member organization of the Association. Section 2: Board Development Committee. A Board Development Committee comprised of three Association members appointed by the Chairman. The Board Development Committee is responsible for developing nominees for board elections, board committees, and planning for board training and leadership development. Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes two other Association member appointed by the Chairman. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Quarterly reports are required to be submitted to the Association showing income, expenditures and pending income. The financial records of the Association are public information and shall be made available to the members of the Associations and the public as required by state and federal statutes. ARTICLE VII: CONTRIBUTIONS AND DEPOSITORIES Section 1: Contributions: Any contribution, bequests or gifts made to the Association shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors. Section 2: Depositories: The Board of Directors shall determine what depositories shall be used by the Association as long as such depositories are located within the State, are authorize to transact business by the State of Texas and are federally insured. Section 3: Signatures. All checks and orders for payment of money from said depositories shall be approved by the Board and shall bear one of the following signatures, the Chairman, Vice-Chair, Secretary or Treasurer. ARTICLE VIII: CONTRACTS AND DEBTS Section 1: Contracts. All contracts and evidences of debt may be executed only as directed by the Board of Directors. The Chairman and the Treasurer shall execute, in the name of Texas Association for Crime Stopper, all contracts or other instruments so authorized by the Board of Directors. ARTICLE IX : FINANCIAL EXAMINATION Section 1: Examination. An annual examination of the financial accounts of the Association. shall be conducted as required by the Texas Business Organizations Code for nonprofit organizations.

5 The Association shall operate on a fiscal year beginning the first day of January. ARTICLE X: PARLIAMENTARY AUTHORITY Section 1: Parliamentary Authority. For all matters of procedures not specifically covered by the Articles of Incorporation or these Bylaws shall be in accordance with rules of procedure adopted by the Board of Directors. ARTICLE XI NOTIFICATIONS Section 1: All notifications required by these Bylaws can be made by mail, or other manner allowed by the Texas Business Organizations Code. ARTICLE XII: AMENDMENTS Section 1: These Bylaws may be amended when necessary by a two-thirds majority vote of the Members of the Association present. Proposed amendments must be submitted to the Secretary and notification will be sent to all members thirty days before the proposed changes are voted upon. These Bylaws must be reviewed annually. ARTICLE XIII: CERTIFICATE We, the undersigned being all of the Officers and Directors of the above-named corporation, do hereby ratify and adopt the foregoing Bylaws as the Bylaws for the regulation of the affairs of said corporation., Chairman, Vice-Chairman, Treasurer, Secretary, Member at Large Dated the day of, 2017.