FBI NATIONAL ACADEMY ASSOCIATES, INC. BYLAWS Revised May 17, 2012 Bylaw #1 - MISSION STATEMENT The Mission of the FBI National Academy Associates, Inc. (the Association ) is as follows: To provide the membership of the FBI National Academy Associates, Inc. with continuing education, training, research, and professional development opportunities in law enforcement disciplines which will promote improved law enforcement cooperation, services, and standards of professional conduct in all levels of law enforcement; To provide leadership in law enforcement education, training, research, and cooperation which reflect the standards of excellence instilled in each graduate of the Federal Bureau of Investigation National Academy which will foster increased efficiency in law enforcement services throughout the world, and; To provide professional resources to all levels of law enforcement in the areas of instruction, research, and management. Bylaw #2 - OFFICE AND CORRESPONDENCE The Association is headquartered at the FBI Academy in Quantico, Virginia ( Headquarters or the Academy ). Correspondence to the Association should be addressed to the Executive Director at the following address: Academy Corporate Address: FBI National Academy Associates, Inc. 422 Garrisonville FBI Academy Road, Suite 103 Quantico, Stafford, Virginia VA 22554 22135 Bylaw #3 RECORDS The Association maintains official records of the organization at its Headquarters. Official records are available for inspection by Association members in good standing. Such an inspection may occur with the Executive Director by scheduled appointment during normal business hours. Page 1 of 9
Bylaw #4 MEMBERSHIP The Association encourages FBI Academy graduates and other qualifying prospective Association members, as described in the Constitution, to apply for membership in the Association and the appropriate Chapter. After completion of each FBI Academy session, the Association shall provide to each Chapter Secretary/Treasurer a list of those FBI Academy graduates and any other new Chapter members who have joined the Association and paid Association dues. The Association shall have the exclusive authority to commence, condition, suspend and/or terminate an individual s membership from the Association. Bases of suspension from membership in the Association are described in the Constitution. The Chapters are not authorized to commence, condition, suspend and/or terminate an individual s membership with the Association. In general, each Chapter is authorized to commence, condition, suspend and/or terminate an individual s membership with such Chapter in accordance with applicable law and consistent with the Association s governing documents and mission however, the Association will retain the right to terminate an individual s membership from the Association for just cause. In the event the Association suspends and/or terminates an individual s membership with the Association, such individual s membership in the Chapter also shall be suspended and/or terminated. Bylaw #5 MEMBERSHIP DUES The Executive Board of the Association determines the amount of Association membership dues. Each Chapter determines the amount of Chapter membership dues. The Association determines the dues period for the Association and the Chapters. The Association shall send out timely dues notices and reminders as appropriate to current Association and Chapter members so members have the opportunity to renew their Association and Chapter memberships for the following year. The Association determines how and when dues notices and reminders are sent. The Association shall collect dues for all Chapters. Dues so collected shall be remitted to the Chapter no later than 30 days after the close of month within which the dues are collected, provided, however, that the Association shall remit dues to a Chapter only if it is in compliance with the Association s Constitution, Bylaws, policies and procedures, all as may be amended from time to time, and its Chapter Application and Agreement. Holding a current dues status is a prerequisite for voting, holding office, and enjoying the benefits of membership in the Association. Page 2 of 9
Bylaw #6 MEMBERSHIP MEETINGS Members in good standing shall be invited to attend the Annual Training Conference for the given year. Each Chapter shall hold at least one general business meeting each year for the members in good standing with such Chapter. Bylaw #7 EXECUTIVE BOARD Subject to applicable laws, the Constitution of the Association and these Bylaws, as may be amended, the Executive Board shall govern and manage the affairs, property and interests of the Association. The Executive Board shall adopt policies and procedures, as may be amended, as it deems appropriate, to govern the operation of the Association and carry out the Mission. The Executive Board shall include the positions specifically identified below, with responsibilities to include those generally described below. President The President s responsibilities include presiding at all meetings of the Association, establishing committees, and serving as an ex-officio member of all committees, with the right to debate and to vote, and interpret all rules of parliamentary procedures. The President shall be a voting member of the Executive Board. The President shall be the liaison between the Executive Board and the General Chairperson of the Annual Conference in his/her Section. The President is an ex-officio member of the FBINAA Charitable Foundation Board. 1st Vice-President The 1st Vice-President s responsibilities include performing the duties of the President in his/her absence and such other duties as directed by the President. The 1st Vice-President shall attend meetings and training conferences within his/her Section and liaise with the Section Representative of such Section. The 1st Vice-President shall be a voting member of the Executive Board. The 1st Vice-President shall be the liaison between the Executive Board and the General Chairperson of the Annual Conference in his/her Section. The 1st Vice- President shall also serve on the FBINAA Charitable Foundation Board. 2nd Vice-President The 2nd Vice-President s responsibilities include performing the duties of the President and the 1st Vice-President during their absence and such other duties as directed by the President. The 2nd Vice-President shall attend meetings and training conferences within his/her Section and liaise with the Section Representative of such Section. The 2nd Vice-President shall be a voting member of the Executive Board. The 2nd Vice-President shall be the liaison between the Executive Board and the General Chairperson of the Annual Conference in his/her Section. Page 3 of 9
3rd Vice-President The 3rd Vice-President s responsibilities include performing the duties of the President, 1st Vice-President and 2nd Vice-President during their absence and such other duties as directed by the President. The 3rd Vice-President shall attend meetings and training conferences within his/her Section and liaise with the Section Representative of such Section. The 3rd Vice- President shall be a voting member of the Executive Board. The 3rd Vice-President shall be the liaison between the Executive Board and the General Chairperson of the Annual Conference in his/her Section. Section Representatives The Section Representatives shall maintain a line of communication with the Chapter Presidents and other members within their respective Sections and, as appropriate, present issues to the Executive Board for consideration. The Section Representatives shall attend meetings and training conferences within their respective Sections and liaise with the Section Vice-President. The Section Representatives also shall serve on committees and perform such other duties as directed by the President and the respective Section Vice-President. The Section Representatives shall be a voting members of the Executive Board. Immediate Past President The Immediate Past President shall be a member of the Executive Board for the year following his/her term as President. The Immediate Past President shall provide guidance and counsel to the Executive Board. The Immediate Past President shall be a voting member of the Executive Board. The Immediate Past President also shall serve as the Chair of the FBINAA Charitable Foundation, Sponsor Support, Executive Office Oversight/Administration and Past Presidents Committees. Executive Director The Executive Director is contractually employed by the Association. The Executive Director shall report directly to the President. The Executive Director is a nonvoting member of the Executive Board. Appointed Positions The President may make non-voting appointments to the Executive Board as he/she deems necessary to carry out the duties and responsibilities of the Association. All appointed positions shall serve at the pleasure of the President. Section Representatives are elected by the members as more fully described in the Bylaws, Policies and Procedures. From time to time, the Executive Board may elect to elevate individuals holding Section Representative positions to 1 st Vice President, 2 nd Vice President and/or 3 rd Vice President, and may elect to elevate individuals holding Vice President positions to President. Page 4 of 9
Executive Board members shall not simultaneously serve as an officer or director of his/her Chapter. Bylaw #8 - ELECTION OF SECTION REPRESENTATIVES Association members shall vote for the Section Representatives at the Annual Training Conference. Only members in good standing having a paid dues card for the applicable year shall be eligible to vote. A member need not be registered for the Annual Training Conference to be eligible to vote. Bylaw #9 - SECTIONS For the purpose of electing Section Representatives, the Sections are as follows. Section I Alaska, Arizona, Asia Pacific, California, Hawaii, Montana/Idaho, Nevada, New Mexico, Oregon, Rocky Mountain (Colorado / Wyoming), Utah, and Washington. Section II Africa/Middle East, Arkansas, Eastern Missouri, Illinois, Indiana, Iowa, Kansas/Western Missouri, Louisiana, Michigan, Nebraska, Northwest (Minnesota/North Dakota/South Dakota), Oklahoma, Texas, Wisconsin. Section III Alabama, District of Columbia, Florida, Georgia, Kentucky, Latin America/Caribbean, Maryland/Delaware, Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, and Virginia. Section IV Connecticut, Eastern Pennsylvania, European, New England (Maine/Massachusetts/New Hampshire/Rhode Island/Vermont), New Jersey, New York State/Eastern Canada, Ohio, Western Pennsylvania, and West Virginia. Bylaw #10 - SECTION REPRESENTATIVE VETTING COMMITTEE The goal of the Vetting Committee is to certify and recommend a candidate is qualified to meet the expectations of being a Section Representative. Guidelines for vetting are provided in Policy 400-01. Page 5 of 9
Bylaw #11 SECTION REPRESENTATIVE VACANCIES PRIOR TO TERM EXPIRATION In the event a Section Representative position on the Executive Board becomes vacant before the expiration of his/her term and said vacancy precedes the annual business meeting in his/her section by more than six months, the Executive Board shall follow the Constitution in filling the vacancy. The person selected shall serve until the next regularly scheduled annual business meeting for his/her section at which time he/she shall be the nominee to fill the unexpired term. Bylaw #12 REMOVAL OF EXECUTIVE BOARD MEMBER The Executive Board shall determine whether and when to remove a member of the Executive Board for misfeasance, malfeasance, and/or nonfeasance, or otherwise for conducting himself/herself contrary to the Constitution and/or Mission of the Association. In the event the Executive Board determines that removal is not appropriate, it may take such other action it deems appropriate. In the event a circumstance arises which reasonably could render a member of the Executive Board unable to serve on the Executive Board, he/she immediately shall notify the President of such. In such situation, the Executive Board shall determine what if any action to take. Bylaw #13 EXECUTIVE BOARD MEETINGS The Executive Board shall meet three times a year unless otherwise directed by the President. These meetings generally shall be in conjunction with the following: 1) Annual Chapter Presidents meeting; 2) Annual Training Conference; and 3) Fall meeting, to be determined each year by the President. In addition, special board meetings may be called by the President or at the request of a majority of the Executive Board. Members are invited to attend and observe meetings of the Executive Board, except those held in Executive Session. A member who wishes to speak at an Executive Board meeting shall make such request in writing to the Executive Director prior to the start of the Executive Board meeting. The request shall identify the member's name, topic, and length of time needed to address the issue. Requests or motions from the floor related to the future expenditure of Association funds shall be reviewed by the Finance Committee. The Finance Committee shall report its findings to the Executive Board at its next regularly scheduled meeting. The Executive Board shall then vote to approve or disapprove the expenditure. Page 6 of 9
The Executive Board may meet by telephone conference or through other electronic communications as long as all Executive Board members simultaneously may hear each other and participate during the meeting. Generally a conference meeting shall be arranged at least forty-eight (48) hours in advance of the conference call. Each Executive Board member shall identify himself/herself and seek recognition from the Chair before speaking. Motions shall be voted on by voice vote. If the Chair cannot determine the vote, he/she may call for a roll call vote. A roll call vote shall not be recorded in the minutes. The minutes of the meeting shall be approved as soon as practical. Bylaw #14 COMMITTEES The President may appoint committees of the Executive Board as he/she deems appropriate. Such committees shall recommend policy and procedures governing aspects of all business pertinent to that committee. The President shall appoint a Chairperson for each committee who may call a meeting at any time for the purpose of transacting committee business. The Chair shall forward to the Association s Executive Director within 30 days after a meeting a report of the events of such meeting. Bylaw #15 NO CONFLICT OF INTEREST Executive Board members, Executive Board committee members, Association officers, and Association employees shall be independent, impartial, and dedicated to the Association. Executive Board members, Executive Board committee members, Association officers, and Association employees shall not have any personal or monetary interest, direct or indirect, or engage, in any business, transaction or professional activity, or incur any obligation of any nature, which is in conflict with the proper discharge of his/her Association duties and responsibilities. Any member who is concerned about the existence of such a prohibited conflict of interest promptly shall inform the Executive Board in writing of any such concern, along with readily available information in support. The President may appoint a committee to investigate the alleged conflict. The committee shall not contain any member associated directly or indirectly with the alleged conflict. The committee shall timely report its findings to the President and the Executive Board shall determine what if any action to take. Bylaw #16 INDEMNIFICATION Any person or his/her personal or other legal representative who is made a party to any action, suit or proceeding, by reason of the fact that he/she is or was a director, officer, employee, agent, or trustee of the Association, or of any corporation, joint venture partnership or employee benefit plan in which he/she served as such at the request of the Association, shall be indemnified by the Association against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him/her in connection with the defense and/or authorized settlement of such action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with any appeal therein, except as follows: in relation to matters Page 7 of 9
as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such person did not act in good faith and/or did not reasonably believe, in the case of conduct in such person s official capacity with the Association, that such conduct was in the best interests of the Association; where the conduct was opposed to the best interests of the Association; and/or where such person is charged with improperly benefitting himself/herself at the expense of the Association and he/she is found or adjudged so liable. This indemnification provision does not pertain to defense of a proceeding by or in the right of the Association. This indemnification is not exclusive of any other rights to which such person otherwise may be entitled by law. This indemnification is mandatory for such a person who has been successful on the merits, or otherwise in the defense of such a proceeding, or if a court so determines. In all other situations, the entitlement to and amount of indemnity to which any such person may be entitled shall be determined by a majority of the disinterested Executive Board. Bylaw #17 - CHAPTERS The Association desires to have each and all of its Chapters acting in synergy in full support of the mission of the Association. Upon request of the Association, a Chapter shall provide to the Association the Chapter s employer identification number and certified copies of its organizing document, certificate of good standing, and bylaws. Each Chapter immediately shall notify the Association in writing of any amendment to the Chapter s organizing document and/or bylaws, including providing copies of same to the Association, and each Chapter shall maintain itself in good standing for so long as it is a Chapter of the Association. Each Chapter shall comply with all applicable federal, state and local laws and regulations including, without limitation, any charitable solicitation statutes, and the Association s Constitution, Bylaws, policies and procedures, as may be amended from time to time. Each Chapter shall at all times operate in a manner fully consistent with the Association s mission and tax-exempt purpose. In the event a Chapter becomes aware of a situation involving alleged misconduct by one of its members, employees, or agents, which may be detrimental to the Association, contrary to the Constitution of the Association, and/or in violation of law, the Chapter immediately shall notify the Association in writing of such allegation, including all available material information pertaining to such an allegation. Each Chapter shall provide to the Association quarterly financial statements and the Chapter s annual tax return (Form 990; Form 990-EHZ or Form 990-N, as applicable). Upon request, the Chapter also shall provide to the Association meaningful, descriptive reporting of the sources of the Chapter s receipts and the nature of the Chapter s expenditures, and any other information which may be required by Revenue Procedure 80-27 or any subsequent guidance issued by the Internal Revenue Service. No Chapter shall be a private foundation as described in Internal Revenue Code Section 509(a). Page 8 of 9
A Chapter s status necessarily depends on the Chapter acting in furtherance of the mission of the Association and fulfilling its Chapter responsibilities including, for example, compliance with the Association s Constitution, Bylaws, policies and procedures, all as may be amended from time to time, and its Chapter Application and Agreement. Bylaw #18 AMENDMENTS Amendments to the Bylaws may be made per the Constitution - Article IX, Section 2. Bylaw #19 TAX EXEMPT STATUS Association affairs at all times shall be conducted in such a manner as to assure its status as an organization defined in Internal Revenue Code Section 501(c)(3) which is qualified for exemption from tax pursuant to the Internal Revenue Code. Bylaw #20 - DISSOLUTION Upon any dissolution of the Association, the Executive Board shall, after paying or making provisions for the Association s payment of all Association liabilities, dispose of all the assets of the Association exclusively for the purposes of the Association in such a manner, or to such organization(s) organized and operated exclusively for charitable, education, religious or scientific purposes or shall at the time qualify as an exempt organization(s) under Section 501(c)3 of the Internal Revenue Code, as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes. Page 9 of 9