BYLAWS OF THE KEMAH CITIZEN POLICE ACADEMY ALUMNI ASSOCIATION A NON-PROFIT CORPORATION

Transcription

1 BYLAWS OF THE KEMAH CITIZEN POLICE ACADEMY ALUMNI ASSOCIATION A NON-PROFIT CORPORATION 1 OFFICERS AND ORGANIZATION 1.1 Principal Office The principal office of the Association is in the State of Texas and shall be located in the City of Kemah, County of Galveston, Texas. The Association may have such other offices, within the State of Texas, as the Officers of may determine or as the affairs of the Association may require. 1.2 Registered Office and Registered Agent The Association shall have and continuously maintain in the State of Texas A registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Association Act ( the Act ). The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Officers. 1.3 Purposes The purpose or purposes for which the Association was formed is to bring together graduates of the Kemah Citizen Police Academy: For the continuous support of the Kemah Police Department To serve as ambassadors for the Kemah Police Department and the community of Kemah (enhancing relations between the community and the Police Department) To promote public safety and law enforcement by supporting the Police Department and the community it serves by deed and/or monetary support. This organization shall not directly or indirectly participate or intervene, in anyway, including publication of statements, in any political campaign on behalf of, in opposition to any candidate for public office. 2 MEMBERSHIP 2.1 Eligibility Definitions Member All graduates of the Kemah Citizen Police Academy are members of the Association, free to attend meetings, presentations and events. Page 1 of 13

2 2.1.2 Active Member An Active Member shall be any person who is a graduate of Kemah Citizen Police Academy and is current with Association dues. Only Active Members shall have full voting privileges, can occupy an elected office, and participate in the general business activities of the Association Associate Member Associate Membership shall be available to any registered non graduate of the Kemah Citizen Police Academy on approval of the Board of Directors. These persons shall have all privileges except eligibility to hold office or vote. Upon graduating from the academy this person may pay their respective dues and be granted Full Membership status Business Membership Business Membership shall be available to any registered business in the city that has had at least one member of its management attend the Kemah Citizen Police Academy and regularly supports its activities. This membership shall not have any voting privileges Honorary Membership Honorary Membership shall be open to any person nominated by the Officers and approved by a majority vote of the Active Members present at any regular or special meeting of the membership Non-Discrimination No person shall be denied membership in this organization because of race, religion, sex or ethnic background. 2.2 Non-Liability of Members Members shall not be liable for the debts, liabilities, or other obligations of the Kemah CPAAA. 2.3 Non-transferability of Memberships 2.4 Dues No Member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death or dissolution. Annual dues shall be set by the Board of Directors and approved by a majority vote of Active Members at a regular business meeting. Dues amounts shall be documented on the website. Page 2 of 13

3 Dues are payable January 1st, each year. Any Active Member whose dues are not paid by the February general meeting will lose their status of Active Member as defined in Article A new member will pay a prorated amount based on joining date as follows: January thru April full year dues May thru August 2/3 of annual dues September thru December 1/3 of annual dues 2.5 Disciplinary Action Any member, officer, representative may be expelled from the Association for failing to perform duties of their office or for illegal and/or immoral conduct (conduct that is considered to be damaging to the Association, the respective police departments, or any other law enforcement agencies as it may be interpreted as a reflection of our behavior as an Association). All accusations of failure to perform duties or illegal and/or immoral conduct must be presented to the Officers in writing. The Officers will, at the next regular meeting, discuss and examine the charges for compliance with the Bylaws, and after a majority affirmative vote, will notify the affected officer, member, or representative in writing and place the charges on the agenda for the next general membership meeting. The member, officer, or representative will be expelled from the Association by a majority affirmative vote of the Active Members present at the next general membership meeting. Any member, officer, or representative who has been expelled has the right to appeal, within ninety (90) days, in writing, to the Active Members for a hearing a Kemah Citizen Police Academy at the next general membership meeting. The written appeal must be presented to the officers at least thirty (30) days prior to the hearing. The expelled individual may bring all the facts to the attention of the general membership present. The Officers may also present all evidence or findings to the general membership pertaining to the expelled individual s conduct. At two-thirds majority vote of the Active Members present at the hearing is required to reverse the expulsion and win the appeal. The vote at the appeal hearing shall be considered final. 3 BOARD OF DIRECTORS 3.1 General Powers The Kemah CPAAA Board of Directors will transact the general business of the Kemah CPAAA, establish administrative procedures governing the affairs of the Kemah CPAAA, represent the Kemah CPAAA with the public, and carry out the policies of the Kemah CPAAA, and such other duties as set forth in these Bylaws. Each Kemah CPAAA Page 3 of 13

4 Board member will have one vote on all matters requiring a decision by the Board of Directors. There will be no absentee or proxy voting. 3.2 Specified Powers The Kemah CPAAA Board of Directors shall: conduct, manage and control the affairs and business of the Kemah CPAAA and to make such rules and regulations not inconsistent with these Bylaws or Articles of Incorporation as they deem best; manage, in such manner as they deem best, all funds received and acquired by the Kemah CPAAA and to distribute or dispense same there from; and authorize any officer or officer s agent, when appropriate, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Kemah CPAAA and such authority may be general or may be limited to specific instances. 3.3 Number and Tenure The number of Directors will not be fewer than seven (7) or more than eleven (11). The number of Directors may be increased or decreased from time to time, but no decrease will have the effect of shortening the term of any incumbent Director. 3.4 Election and Term of Office The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President and two (2) Directors-at-Large. If there is no Immediate Past President, an additional Director-at-Large shall be elected. The term for each director shall run from January 1st to December 31st in the second year following their election. The Board of Directors shall stand for election every two (2) years. The election will be at the November membership meeting of even numbered years by a majority vote of the Active Members of the Association in attendance. Newly elected officers will begin their terms January 1 of the next year. Any officer may serve any number of terms as long as he or she is an Active Member and stands for election every two years. 3.5 Regular Meetings of the Board of Directors A regular meeting of the Board of Directors will be held without other notice than by the Bylaws, on the same day of the general membership meetings or at such other time and place as will from time to time be determined by the Board of Directors. The Board of Directors may provide by resolution the time and place, within the limits of The State of Texas, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution. Page 4 of 13

5 3.6 Special Meetings of the Board of Directors 3.7 Notice Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within the limits of The State of Texas, as the place for holding any special meetings of the Board of Directors called by them. The Board of Directors shall be given at least twenty-four (24) hours notice of any special meeting of the Board. The normal method of notification will be by to the registered address of the members of the Board of Directors. Any Director may waive notice of any meeting. The attendance of a Director at any meeting will constitute a waiver of notice of such meeting. 3.8 Quorum A majority of the Board of Directors shall constitute a quorum for the transactions of business at any meeting of the Board of Directors, but if less than a majority of the Directors are present at said meeting then a majority of the Directors present may adjourn the meeting without further notice. 3.9 Manner of Acting The act of a majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law of these Bylaws. Without exception, no business of the Kemah CPAAA will be discussed or acted upon other than at a general membership meeting or a meeting of the Board of Directors properly called as specified herein Vacancies A vacancy in a Director s position shall be deemed to exist on the occurrence of death, resignation or removal of any Director. Any vacancy occurring in the Board of Directors, or any Directorship to be filled by reason of an increase in the number of Directors, will be filled by a majority vote of the Active Members present at a general membership meeting or a special time. A Director elected to fill a vacancy will be elected for the remaining term of their predecessor in office Resignation of Directors Except as provided in this paragraph, any Director may resign. The resignation will be effective upon receipt of written notice to the President and Secretary unless the notice specifies a later time for the resignation to become effective. If the resignation of a Page 5 of 13

6 Director is effective at a future time, the Individual Members in good standing may hold an election and fill the vacancy. The newly elected Director will take office when the resignation becomes effective. A Director whose membership expires or who misses three consecutive Board of Directors meetings without cause, will be considered to have resigned. No Director that has resigned during a term of office may be re-elected to fill the same position during the same term Removal of Directors At any time a Director may be removed from the Board for due cause and a five sevenths (5/7) vote of the total Board members by secret ballot at a regular or special meeting of the Board of Directors whenever in their judgment the best interests of the Kemah CPAAA would be served thereby. Due process must precede any such decision as outlined in Section 2.5 of these Bylaws. Persons removed from office in this manner may not be elected to another position on the Board for the remainder of the current term Compensation Directors, as such, will not receive any stated salaries or other remuneration or compensation for their services, but by resolution of the Board of Directors, however, they may receive reimbursement of a valid expense of operation of the Kemah CPAAA where previously approved by the Board of Directors; but nothing herein contained will be construed to preclude any Director from serving the Kemah CPAAA in any capacity nor to imply any right to any form of compensation thereof Informal Action by Directors Any action taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a formal meeting if consent in writing setting forth the action so taken be signed by all the Directors Non-Liability of Directors The directors shall not be liable for the debts, liabilities, or other obligations of the Kemah CPAAA Indemnification by Kemah CPAAA of Directors THE DIRECTORS OF KEMAH CPAAA SHALL BE INDEMNIFIED BY KEMAH CPAAA TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAWS OF THIS STATE. Page 6 of 13

7 3.17 Insurance for Corporate Agents Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Kemah CPAAA (including a director, officer, employee, or other agent of Kemah CPAAA) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent s status as such, whether or not the Kemah CPAAA would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law. 4 OFFICERS 4.1 Officers The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provision of this Article. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Officers. Any two or more offices may be held by the same person, except the Offices of President and Secretary 4.2 Election and Term of Office The Officers of the Association shall be elected and take office as defined in Section 3.4. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. An officer who misses three consecutive monthly meetings without cause will be considered to have resigned. 4.3 Regular Meetings A regular meeting of the officers shall be held without other notice than by bylaws on the same day of the general membership meeting or at such other time and place as shall from time to time be determined by the officers. A regular meeting of the Board of Directors serves to meet this requirement. 4.4 Special Meetings Special meetings of the officers may be called by or at the request of the President or any two (2) Officers. The person or persons authorized to call special meetings of the officers may fix anyplace within the state of Texas, as the place for holding any special meetings of the officers. Page 7 of 13

8 The officers shall be given at least twenty-four (24) hours notice of any special meeting of the officers. 4.5 Quorum A majority of the officers shall constitute a quorum for the transaction of business at any meeting of the officers. 4.6 Removal Any officer elected may be removed from office for due cause using the same process documented in Section Vacancies A vacancy in any office because of death, resignation, disqualification, or otherwise shall be filled by a majority vote of the Active Members at the next regularly scheduled meeting for the remaining portion of the term. 4.8 Compensation Officers shall not receive any stated salaries or other remuneration or compensation for their services. However, they may receive reimbursement of a previously approved valid expense, with an original receipt, or copy thereof, for the operation of this Association. 4.9 President The President shall be the principal executive officer of the Association and shall be general supervisor and control all of the business and affairs of the Association. He/she shall preside at all meetings of the general membership. He/She may sign, with the Secretary or any other proper Officer of the Association authorized by the Officers, any deeds, mortgages, bonds, contracts or other instruments which the Officers have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Officers or by these Bylaws or by statute to some other Officer or agent of the Association; and in general he/she shall perform all duties incident to the Office of the President and such other duties as may be prescribed by the Officers from time to time. The President (or his/her designee) shall also serve as Program Coordinator 4.10 Vice President In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to them by the President. Page 8 of 13

9 4.11 Treasurer If required by the Officer, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Officers shall determine, the cost of such bond being borne solely by the Association. He/She shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for monies due and payable to the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws, and in general perform all duties incident to the Office of the Treasurer and such other duties as from time to time may be assigned to them by the President or officers 4.12 Secretary The Secretary shall keep the minutes of the meetings of the representatives, Board of Directors, and Officers, give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and the seal of the Association and affix the seal of the Association to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member, which shall be furnished to the Secretary by each member and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or Officers Assistant Treasurers and Assistant Secretaries If required by the Officers, the Assistant Treasurer shall give bonds for the faithful discharge of their duties in such sum and with such sureties as the Officers shall determine, the cost of such bond being borne solely by the Association. The Assistant Treasurers and Assistant Secretaries in general shall perform all duties as from time to time may be assigned to them by the President or by the Officers. 5 COMMITTEES Committees, as may be needed and a chairman to head each such committee shall be appointed by the President and confirmed by the Officers. The President shall be an exoffice representative of all committees. The Committees shall be appointed by the President after he/she assumes office and shall serve throughout the remainder of that term. The committee shall report to the President and the Officers may require a report at any time. Page 9 of 13

10 6 CONTRACTS, CHECKS, DEPOSITS, AND FUNDS 6.1 Contracts The Officers may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association as approved by the Active Members. Such Authority shall be confined to specific instances. 6.2 Checks and Drafts All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers of the Association and in such manner as shall from time to time be determined by the resolution of the Board of Directors. Such instrument requires a signature from any two of the Officers. 6.3 Deposits 6.4 Gifts All funds of the Association will be promptly deposited to the credit of the Association in such bank, trust companies or other depositories as the Board of Directors may select. The Directors, or whomever they approve, may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes or for any special purpose of the Association. 6.5 Distribution 6.6 Audit 6.7 Liaison No part of the net earnings of the Association shall benefit or be distributable to its representatives, Officers, or other persons, except that representatives or Officers may be reimbursed for limited out of pocket expenses, with prior Officer approval of the expenditure. An Audit Committee appointed by the Officers shall audit financial records of the Association prior to December 31 each year. All Association expenditures approved by the Officers will be made by check, signed by at least two (2) authorized Officers. The President, Vice President, Secretary and Treasurer shall be authorized to sign checks. The Kemah Citizen Police Academy Program Coordinator or any other Officer of the Kemah Police Department as appointed by the Chief shall act as a liaison between the Citizens Police Academy Alumni Association and the Police Department, He/She shall report activities and progress to interested parties of both organizations and provide Page 10 of 13

11 assistance as requested by the Kemah Citizen Police Academy Alumni Association. The Liaison is invited to attend all general membership meetings, but is not eligib1e for membership and will not have any voting rights, to include the making of and/or seconding of motions 6.8 Membership Meetings General membership meetings shall be held on the 2 nd Monday of every month starting at 6:30 pm, and will be held at the Kemah City Hall. Each regular Alumni Association Member present and in good standing shall have one vote in matters brought before the Active Members for action. All votes shall generally be cast by secret ballot; however, the President may call for a show of hands vote on any issue as a matter of expediency. There shall be no absentee or proxy voting permitted. Special general membership meetings may be called by the President with Five (5) days notice either by or telephone contact. 7 POLICIES 7.1 Fiscal Year The fiscal year shall commence on January 1 st of each year. 7.2 Non-Intervention Policy The Association is a non-intervention Association. Members are not commissioned officers of any law enforcement agency nor are they to represent themselves as such (unless coincidental). The policy of the Association regarding any law enforcement activities is to observe and report any offenses to the appropriate law enforcement agency with jurisdiction over the offense. Any action taken by a member shall be construed as an unofficial act of the Association or any law enforcement agency. Each member, by completion of their membership application agrees to indemnify, release and hold harm1ess their individual city, its elected or appointed officials, the police department within their respective city and its officers, and the Association, its officers and members for any results of any action taken on their own initiative. 7.3 Weapons Further, it is the policy of this Association that no individual shall carry on their person any weapon to any event of this Association unless they are a certified peace officer. Any individual found in violation of this policy shall be immediately excluded from all Association s activities with no right to appeal. Page 11 of 13

12 7.4 Procedure The Association shall be governed by common accord. Any disputes arising in any meeting or regarding any action or lack thereof shall be handled in accordance with Robert s Rules of Order (latest revision) unless this conflicts with these Bylaws. 7.5 Political Activity The Association shall not engage in political activities. Political activity is defined, for purposes of these Bylaws as actively promoting or campaigning as a group, or an individual s appearing to represent the Association for or against any issue, candidate or other matter that has been formally brought forth to the public for vote by federal, state, city or any political subdivision thereof. This provision shall not serve to restrict or encumber any representative from exercising their right to promote or campaign for or against issues or candidates of their choice, with the understanding that such activity shall not be engaged in a manner which, in anyway, implies or appears to reflect this Associations support, or lack thereof, for any such issue or candidate. 8 AMENDMENTS, CHANGES, CONSTRUCTION AND TERMS 8.1 Amendments These Bylaws may be amended at any regular membership meeting of the Association, provided that the amendments have been submitted in writing at the previous membership meeting. The adoption of any amendment(s) will require a two thirds affirmative vote of the Active Members present at a regular membership meeting. 8.2 Changes Proposed Bylaw changes will be submitted to the Vice President, a minimum of thirty (30) days before the membership meeting and posted to the website. 8.3 Construction and Terms If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. Page 12 of 13

13 All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. 8.4 Dissolution In the event the Kemah Citizens Police Academy Alumni Association is dissolved or loses its charter from the State of Texas, all funds remaining after debts are paid shall be transferred to the Kemah Police Department Discretionary Fund. 9 CERTIFICATION I hereby certify that these bylaws were adopted by the Board of Directors of the Kemah Citizens Police Academy Alumni Association at its meeting held on November 10, _Original signed by Carlene A. Neeley Secretary Page 13 of 13