CONSTITUTION AND BYLAWS OF THE HISTORICALLY BLACK COLLEGES AND UNIVERSITIES LAW ENFORCEMENT EXECUTIVES & ADMINISTRATORS, INC (HBCU-LEEA, INC.) Adopted Summer- 2000 Amended September ; 2010
TABLE OF CONTENTS Article I Name and Purpose.... 4 Section 1 Name Section 2 Purpose Article II Membership. 5 Section 1 Eligibility Section 2 Termination of Members Article III Meeting of members.. 7 Section 1 Annual Meetings Section 2 Special Meetings Section 3 Notice of Meetings Section 4 Quorum and Voting Section 5 Rules of Order Article IV Officers... 9 Section 1 Number Section 2 Terms Section 3 Duties and Authority Section 4 Eligibility Section 5 Removal from Office Section 6 Election Section 7 Vacancies Section 8 Compensation Article V Executive board... 14 Section 1 Duties and Authority Section 2 Meetings Section 3 Quorum and Voting Section 4 Action without Meeting Article VI AMENDMENT.. 16 Annual meeting Mail ballots 2
BYLAWS Article I Fiscal Year and Dues... 17 Section 1 Administration of Fiscal Matters Section 2 Fiscal Year of the Organization Section 3 Membership Dues Article II Standing Committees.. 18 Section 1 Standing Committees 18 (a) Conference Committee. 18 (b) Constitution and Bylaws Committee... 18 (c) Education and Training Committee...18 (d) Elections & Nominations Committee...19 (e) Finance Committee...19 (f) Legislative Affairs Committee...20 (g) Membership Committee...20 (h) Strategic Planning Committee...21 (i) Ways and Means Committee...21 (j) Resolution Committee...21 3
Article I NAME AND PURPOSE In the summer of 1999, a group of campus safety officials gathered to discuss issues germane to law enforcement at Historically Black Colleges and Universities. The group formalized, and in 2000 held the first formal meeting to establish an organization of Police Chiefs and Security Directors of HBCU institutions. Section I. Section II. Name - The name of this Organization shall be the Historically Black Colleges and Universities Law Enforcement Executives and Administrators, Inc., a not-for-profit organization; hereinafter referred to as the Organization or HBCU/LEEA, Inc. (Goals and Objectives) - The goals and objectives of the organization shall be to: a. Unify HBCU executive and community-level law enforcement executives; b. Conduct research in relevant areas of Public Safety; c. Establish links and liaisons with Organizations of similar concern such as NOBLE, IACLEA and the White House Initiative on HBCUs; d. Evaluate and recommend legislation relating to the Public Safety Initiatives at HBCUs; e. Develop mechanisms that will facilitate exchange of information among police executives and college administrators; f. Articulate concerns of HBCU executives and administrators in law enforcement. g. meet annually to share best practices, as well as discuss areas of concerns unique to HBCUs and come up with solutions that will enhance and advance the public safety on HBCU campuses. 4
Article II MEMBERSHIP Section I. Eligibility a. Regular Membership 1. All charter members and law enforcement officers who are active members of an HBCU or minority serving institutions (MSI) law enforcement agency, or who are employed in a position which, by statute, is empowered to exercise arrest; or hold law enforcement powers and whose permanent rank is that of Lieutenant or above; or an equivalent level of management responsibility. 2. Any regular member in good financial standing shall be entitled to vote on each matter submitted to members, and shall be eligible to hold office. b. Associate Membership 1. All Active HBCU law enforcement and criminal justice professionals who do not meet the qualifications of Section I.a shall be eligible. 2. A member in this category shall have the same rights and privileges as a Regular member, but may not hold the office of President or Vice President to vote for all elected officers. c. Supporting Membership Persons interested in furthering the goals of the Organization who do not meet requirements of Section I. a or Section I. b. d. Sustaining Membership 1. Any individual, Organization, or corporation interested in furthering the goals of the Organization. 2. In any case, members reserve the right to make the final determination of membership eligibility. Section II Termination of Members 5
a. Any member may be removed from membership by two-thirds vote of the members for misfeasance, nonfeasance, or malfeasance. Any such member proposed to be removed shall be entitled to a minimum 30 days notice in writing, by registered mail to the last address of record on the official roll of the Organization, of the meeting in which such removal is to be voted upon, and shall be entitled to appear and be heard. b. Any member may voluntarily terminate membership by tendering resignation in writing to the President of the Organization. 6
Article III MEETING OF MEMBERS Section I. Annual Meeting a. The annual meeting of the membership shall be held each year on a date fixed by the Executive Board, at a place and time set by the Executive Board, and shall be held for the purpose of electing officers and for transacting such other business as may properly be brought before the meeting. b. The Executive Board shall set the order of business for the Annual Meeting, and each member shall be informed of the order of business at least 30 days prior to the meeting date. c. No other meetings will be scheduled during the regularly scheduled business meetings. Section II. Special Meetings a. Special meetings shall be held at a location as designated in the notification to the members. The purpose of the meeting must be specified in the notification to members. b. Special meetings may be called by the Executive Board, the National President, or by a written request of 25 percent of members eligible to vote. c. The Executive Board and other committees may meet via Conference Call provided such meetings are conducted in such a way that all members participating can hear each other at the same time. Conference call participants must be courteous and address either the President or Committee Chairman before speaking. Any active member of the organization may listen in on any committee conference call however may not participate in the call. Executive Board meetings held via conference calls are limited in action in that the personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated. If action is taken by the board on the basis of individual approval, such action must be ratified by the board at its next regular meeting in order to become an official act. 7
Section III. Notice of Meetings a. Written notice of the Annual and Special meetings shall be given at least 30 days prior thereto by postal mail, electronic mail with a hard copy sent to each member at his or her last known address as listed in official membership records. b. Each notice of a special meeting shall state briefly the purpose thereof; and no business other than that specified in the notice, and matters thereto, shall be transacted at any special meeting without further notice to members not in attendance. Section IV. Quorum and Voting a. Ten percent of members registered and present shall constitute a quorum. Members present at a duly organized meeting can continue to do business unless there is a question arising regarding the quorum. b. If a quorum cannot be obtained, those present may adjourn the meeting to such time and place as they may determine. At any such previously adjourned meeting at which a quorum subsequently is established, such business may be transacted as it may have been transacted at the meeting originally called. c. All matters coming before any meeting of the members, except as otherwise limited therein, shall be decided by the vote of a majority of voting members present, a quorum being present at the Organization of such meeting. Section V. Rules of Order a. A current edition of Robert s Rules of Order shall be used throughout meetings where said rules do not conflict with provisions of this Constitution. b. The Parliamentarian shall be the consultant in matters pertinent to parliamentary procedures or constitutional interpretation. 8
Article IV OFFICERS Section I. Number a. Elected officers of the Organization shall consist of the President, Vice President, Treasurer, Recording Secretary, Parliamentarian, Financial Secretary, Sergeant-at-Arms, Historian and six Regional Vice Presidents. b. The Executive Board consists of the President, Vice President, Immediate Past President, Treasurer, Recording Secretary, Parliamentarian, Financial Secretary, and Sergeant-at-Arms. c. Appointed officers of the Organization consist of a General Counsel and Assistants to the President, and are non-voting positions. Section II. Term Unless otherwise stated, the elected officers shall serve two years. Section III. Duties and Authorities. Officers shall have such duties and authorities as commensurate with the held office, as well as such duties and authorities that from time to time may be conferred by the Executive Board, without limitations upon any of the foregoing. a. The President shall be the Chief Executive Officer of the Organization, and shall: 1. Preside at all meetings, enforce the goals and objectives of the Organization, and decide all questions of order (subject to approval). 2. Appoint all committees; sign all checks and orders of the treasury for money required to be paid by the Organization; call special meetings whenever, in his or her judgment it shall be deemed necessary or in the best interest of the Organization and shall oversee all committees. The President shall also send and approve all correspondence sent on behalf of the organization. 3. Not be entitled to vote, except when balloting for a candidate at an election of officers, or when members are equally divided on a question before the body, then the President shall cast the deciding vote. 9
4. Perform such duties as come within the purview of the presidency as the Constitution, Bylaws, customs and traditions of the Organization demand. b. The Vice President shall aid and assist the President in the performance of duties; and in the absence of the President, the Vice President shall preside over meetings, and while presiding shall have the full power of the President. The Vice President shall oversee the Regional Vice Presidents and provide updated information to the President.. c. The Treasurer shall receive all monies and is responsible for the collection of all fees and funds. In the event that the Treasurer cannot, for any reason, perform his/her duties, the Fanatical Secretary shall be responsible for the Treasurer s duties for a period not longer than 3 months. The Treasurer shall keep a just and accurate account of all monies received or spent for the Organization, and shall issue a quarterly financial statement (an actual report of revenue and expenses YTD for the current fiscal year excluding conference revenue and expenses) at the annual conference business meeting. Not more than 30 days after the annual conference, a detailed report of revenue and expenditures related to the conference must be presented to the Executive Board as well as a second actual report that reflects conference revenue and expenses. d. The Recording Secretary shall record, maintain, and have reference copies of minutes, prepare and distribute to the Executive Board and general membership meetings, no later than 30 days prior to the next Executive Board meeting; keep a register of Executive Board members and their attendance at Executive Board and other official meetings; and shall have available at all meetings a current Constitution, copies of Bylaws, a membership roster, and minutes of the Executive Board and other official meetings for the previous two years. e. The Parliamentarian shall have a thorough knowledge of parliamentary procedures and a complete understanding of the Constitution and Bylaws of the Organization. He or shall serve as consultant in matters of parliamentary procedure or constitutional interpretation. f. The Financial Secretary shall be responsible for: 1. Ensuring an office staff member maintains full and accurate account of the standing in the Organization of each member; 10
maintains a receipt of all member fees, dues and monies properly due and coming into the possession of the Organization, and receipts given thereafter. 2. Maintenance of full and accurate records of monies deposited to the account of the Organization, and promptly reports to the Treasurer the source, purpose, amount and date of all deposits made to accounts of the Organization. g. The Sergeant-at-Arms shall enforce all meetings, conferences, and conventions; shall expel intruders and bar the door to the those unauthorized; and shall perform other duties as designated by the President. h. The General Counsel shall provide counseling and legal assistance as directed by the President in matters pertaining to the Organization, to include reviewing any proposed changes to the constitution and by-laws. Section IV. Eligibility Members of the Organization who meet the qualifications of Article II, Sections I. a and I. b and who are in good financial standing are eligible to hold office. Section V. Removal from Office a. Any member of the Executive Board may be removed from office by two-thirds vote by the Executive Board membership, for misfeasance (illegally performing something legal), nonfeasance (failure to meet legal obligations), malfeasance (misconduct) or for non performance of specified duties. b. Any member of the Board proposed to be removed shall be entitled to written notice by registered mail within a minimum of 30 days from the meeting of the Executive Board in which the removal is voted upon, and shall be entitled to appear, with representation, before the Executive Board. The officer shall not serve in office pending final determination of the appeal. Section VI. Election a. The Nominations and Elections Committee shall consist of six members appointed by the President, who will appoint a member from each region who is not a candidate for Office. 11
Section VII. Vacancies b. Unless otherwise stated herein, at least 60 days prior to each annual meeting of the members, the Nominations Committee shall nominate one or more members of the Organization who are eligible under Article II, Section I. a, for each office to be filled. c. The Chairperson of the Nominating Committee shall obtain, in writing, the intent of the candidate to accept the nomination, and to serve if elected. d. A list of the nominees who have accepted nomination and offices to which they have been nominated shall be mailed to each member of the Organization at least 45 days before the annual meeting of the Organization. e. Additional nominations of eligible members may be made from the floor at the time of the election by voting members present at the annual meeting. f. Names of all eligible members of the Organization nominated for office, either by the Nominating Committee or from the floor, shall be submitted to voting members at the annual meeting. g. Ballots shall be cast until there is a majority of members present and voting favoring the elections of a candidate for each vacant office. Voting shall be by secret ballot by members in good financial standing. a. If the office of the President shall become vacant, the Vice President shall assume the office of President, and shall serve the remaining term of the predecessor. b. If the office of Vice President shall become vacant, within 30 days of the vacancy, the president shall appoint a successor from among persons who would be eligible under Article IV Section 1 of this Constitution to serve the unexpired term. The appointment must be approved by a majority vote of the Executive Board. c. In the instance that a vacancy other than that of President or Vice President shall exist by reason of death, resignation or otherwise, the President shall appoint a successor for the unexpired term within the 30 days of occurrence of the vacancy. The appointment must be approved by a majority vote of the Executive Board. 12
d. In case of a vacancy of President or Vice President by reason of death, resignation, or otherwise, the Treasurer shall assume the position of Interim President or Vice President, and the Recording Secretary shall be next in line to assume the position. If neither the Treasurer nor the Recording Secretary is able to assume the position, the Parliamentarian shall become the Interim President. If the Parliamentarian is unable to assume the position of Interim President, the Financial Secretary shall assume the position of Interim President. If the Financial Secretary is unable to assume the position of Interim President, the Sergeant-at-Arms shall assume the position. If no member of the Executive Board is able to assume the position, the Board shall appoint from the membership. e. In any of these instances, the Interim President shall call an emergency meeting of the Executive Board within 30 days of occurrence of the vacancy. At that meeting, the Board shall elect a successor for the unexpired term. f. In no event shall the Interim President or the successor elected by the Executive Board during the emergency meeting, automatically accede to the position of President at the next annual meeting. g. The President shall make the results of the appointment or election available to each member by postal mail. Section VIII. Compensation Officers shall receive no compensation for their services, but may be reimbursed for out-of-pocket expenses incurred in the discharge of their duties by a majority of vote of the Executive Board. 13
Article V EXECUTIVE BOARD There shall be an Executive Board of the Organization consisting of officers, as described in Article IV, Section I(c) herein. Section I. Duties and Authority The Executive Board shall be responsible for determining the affairs, business, and general policies of the Organization subject to this Constitution, and for the management of the business and affairs of the Organization. Section II. Meetings a. The Executive Board shall meet not less than twice in each fiscal year, at a place as may be fixed by resolution of the Executive Board; or it may be held at such time upon call of the President or a majority of the voting members of the Executive Board 15 days before the meeting. b. A meeting of the Executive Board may be held with notice immediately after the annual meeting of members. Notice need not be given for regular meetings held at times fixed by resolution of the Executive Board who waives notice of the meeting in writing at any time before or after the meeting, unless there is an objection to place or time, or to the manner in which it has been called. c. Upon failure of any officer to attend three successive meetings without sufficient excuse for each meeting missed, membership on the Executive Board of that officer shall be terminated. This decision of the Executive Board regarding sufficiency of such excuses shall be final. Section III. Quorum and Voting A majority of the Executive Board shall constitute a quorum. The act of a majority present at a meeting at which a quorum is present shall be the act of the entire Executive Board. All matters shall be decided by a majority vote unless otherwise stipulated. 14
Section IV. Action without Meeting Any action required, or permitted to be taken at any meeting of the Executive Board, may be taken without a meeting if consent is made setting forth the action through any veritable communicative means. Written acknowledgement of action shall be forwarded to each Board member within 15 days. 15
Article VI AMENDMENTS Section I. Amendment Amendments to the Constitution and Bylaws may be made in the following manner: a. At annual Meetings by affirmative vote of two-thirds of the eligible members present and voting at the annual meeting; and the proposed Constitutional amendment shall be mailed to the membership at least 30 days prior to voting at the annual meeting; or b. By mail ballots by the Executive Board furnishing a notice of any proposed change at least 60 days prior to the scheduled day for counting the ballots; c. A minimum of two-thirds affirmative votes from no less than 25 percent of eligible voting members is required; d. The parliamentarian shall establish the Mail Ballot procedure prior to implementation. 16
BYLAWS Article I FISCAL YEAR AND DUES Section I. Section II. The Administration and conduct of all fiscal matters shall conform to HBCU-LEEA standards for fiscal affairs. The fiscal year of the Organization shall be the calendar year beginning January 1, and ending December 31 of each year. Section III. All membership dues shall become due annually on December 15 for the following year. All initial payments must be submitted with the application for membership. No portion of dues is refundable. A member shall be deemed not in good financial standing if, by March 31 in a fiscal year, their dues are delinquent. A member who is not financial for the current year shall pay a fee for reinstatement of $25.00 Regular Annual Membership 75.00 Associate Annual Membership 50.00 Supporting Annual Membership 25.00 Sustaining Annual Membership 250.00 Section IV. All proposals increase in dues must be submitted to the membership for vote at the annual meeting. Written notice of the proposal must be sent to eligible members 30 days prior to the vote. Upon approval, the dues increase shall become effective for the next fiscal year. 17
Article II STANDING COMMITTEES Section I. Standing Committees Conference, Constitution and Bylaws, Education and Training, Elections, Finance, Legislative Affairs, Membership, Nominating, Resolution, Scholarship, Strategic Planning, and Ways and Means shall be the standing committees of the Organization. a. The Conference Committee shall: 1. Consist of a chairperson, the Immediate Past President, and members appointed by the President. 2. Have the duty to research and recommend to the Executive Board the locale of annual meetings of the Organization. b. The Constitution and By-Laws Committee shall: 1. Consist of the Parliamentarian as chairperson, and a member from each region appointed by the President. 2. Have the duty to: (a) Receive and evaluate recommendations for changes to the Constitution and Bylaws; and (b) Recommend deletions, changes and/or additions of the Constitution and Bylaws to the Board of Directors and members, and facilitates same. c. The Education and Training Committee shall: 1. Consist of a chairperson and members appointed by the President. 2. Have the duty to: (a) Seek input from members, identify training needs; and select, develop, coordinate, and implement workshops for the annual conference of the Organization; 18
(b) Assist with research and development of new training initiatives which demonstrate progressive policing practices; (c) Identify funding resources with which to provide training. d. The Elections and Nominations Committee shall: 1. Consist of a chairperson and six members appointed by the President. The President will appoint one member from each Region who is not a candidate for office. 2. Have the duty to: (a) Report to the Executive Board during the annual meeting the number of voting and non-voting member, and other categories of persons attending the annual meeting; (b) Adjudicate with the President and Secretary any discrepancies concerning credentials of voting members; and (c) Oversee the election process at the Annual Conference. e. The Finance Committee shall: 1. Consist of the Financial Secretary as the Chairperson, and a member from each Region appointed by the President. 2. Have the duty to: (a) Evaluate the financial needs of the Organization, and recommend dues and fees to the Executive Board; (b) Recommend to the Board the general financial policies of the Organization; (c) Study and develop financial plans to strengthen the financial base of the Organization with input from the Board; (d) Oversee and monitor fiscal control of the approved budget of the Organization; and 19
(e) monitor compliance of fiscal standards by the chapters and regions. f. The Legislative Affairs Committee shall: 1. Consist of a chairperson, Executive Board Member and one member from each Region appointed by the President. 2. Have the duty to: (a) Monitor legislation as it relates directly and indirectly to campus law enforcement and public safety; and (b) Exercise oversight in all legislative matters. The committee develops and recommends a legislative agenda to the Board. g. The Membership Committee shall: 1. Consist of a chairperson, Executive Board member and the six Regional Vice Presidents, appointed by the President. 2. Have the duty to: (a) Develop and provide membership programs and services as directed by the Executive Board; (b) Develop and promote continuous programs for enhancement, retention, and reclamation of membership; and (c) Present membership concerns to the Executive Board. h. The Strategic Planning Committee shall: 1. Consist of a chairperson, Vice President, and members appointed by the President. 2. Have the duty to: (a) Establish and develop short-term and long-term goals, objectives, and activities; (b) communicates goals, objectives, and activities to the membership; 20
(c) Ensure implementation of the goals, objectives and activities by the Executive Board, and (d) Perform evaluations of results and accomplishments of the set goals and objectives. i. The Ways and Means Committee shall: 1. Consist of a chairperson, treasurer, and members appointed by the President. 2. The duties shall be: (a) Survey needs, evaluate findings, and make recommendations to the Board of fundraising projects to be commensurate with aims, purposes, and resources of the Organization; and (b) Develop and coordinate financial projects consistent with the long-range plan and priorities approved by the Executive Board. j. The Resolution Committee shall: 1. Consist of the Recording Secretary as the Chair and a member from each region appointed by the President. 2. The duties shall be: (a) Develop action oriented resolutions that are in conformance with the will of the membership. (b) Coordinate with the Legislative Affairs Committee to develop resolutions that address issues impacting the campus law enforcement community. # # # # 21