FORMER MASSACHUSETTS STATE TROOPERS ASSOCIATION (FMSTA) BY-LAWS (With Amendments)

FORMER MASSACHUSETTS STATE TROOPERS ASSOCIATION (FMSTA) BY-LAWS (With Amendments) Approved by the Membership September 24, 2011 Prepared by: COMMITTEE: Tom Creighton Bill Lennon Dan Donovan Frank McVeigh Gerry Murphy

INDEX Article I Article II Article III Article IV Article V Article VI Article VII Article VIII Article IX Article X Name of Association Purposes Membership Meetings Officers and Duties Elections Dues Awards Expenditures For the Good of the Association HISTORY: First Meeting of FMSTA December 8, 1949 First Certificate of Incorporation May 15, 1950 First Revision of By-laws January 3, 1966 Second Revision of By-laws January 1, 1981 Third Revision of By-laws January 14, 1991 Fourth Revision of By-laws August 29, 2006 Fifth Revision of By- Laws September 24, 2011 2

FMSTA BY-LAWS ARTICLE I NAME OF ASSOCIATION Section 1: The name of the Association shall be, Former Massachusetts State Troopers, Inc. Section 2: Herein after in these by-laws Former Massachusetts State Troopers, Inc. shall be referred to as FMSTA. Section 3: The term Board of Directors shall be referred to as Board. ARTICLE II PURPOSES Section 1: To establish and maintain a place to hold meetings, to perform and encourage social activities, become involved in community activities; (i.e. literacy programs, scholarships, law enforcement programs) and donations to charitable organizations, but, not limited to these areas. To provide recreational facilities, meal, beverages and to do anything necessary or incidental thereto permissible under Chapter 180 of the General Laws of Massachusetts; for the benefit of all former Massachusetts State Police Officers, to acquire, hire, lease, operate, mortgage, manage, use and dispose of lands, leaseholds, buildings, and any interest or right in real or personal property, which may be necessary, incidental, appropriate or useful for any of the foregoing functions or purposes. All the foregoing will be for the benefit, entertainment, recreation, and use for the corporation s active, associate and honorary members and their guests. ARTICLE III MEMBERSHIP Section 1: Membership shall be open to all former members of the Massachusetts State Police who have served honorably for at least one year, in the Uniformed or Detective Divisions, except person with dishonorable discharges and/or persons who were separated from the Massachusetts State Police under other than honorable conditions. Persons retired on a disability pension may be eligible regardless of their years of service. 3

Section 1A: There shall be a membership entitled Associate Member which shall be available to those Massachusetts State Police Officers who do not qualify under Section 1, due to failing to complete the necessary service period, but otherwise qualify for such Membership. A member in good standing may sponsor a person for an Associate Membership by filing an application on a form approved by the Board. Associate members shall not be allowed to vote at any business meeting or election to the Board. Section 1B: There shall be a membership entitled Honorary Member which shall be available to the widow/widower of any active member of this Association, in good standing, or to the widow/widower of any Massachusetts State Police Trooper who would have qualified as a member of this Association, under Section 1, or to any civilian employee of the Massachusetts State Police, who has served a minimum of ten years service. Section 1C: Honorary membership shall be offered to each Governor and Secretary of the Office of Public Safety, unless they would qualify as a member of this Association, under Section 1. Honorary members shall not be allowed to attend any business meeting, nor shall they be allowed to vote. Section 2: The Board shall investigate and vote on all applications for membership and a majority vote of members shall prevail. Section 3: No member, once accepted, shall have his/her name removed from the roster, except upon a written request for removal, by any member, alleging conduct contrary to the standards of the association. This will be followed by an investigation and a majority vote of the Board present. ARTICLE IV MEETINGS Section 1: The Annual meeting of the members of the Association shall be held each year during the month of October, on a day designated by the Board. The Annual meeting shall be followed by a dinner. The President may call a business meeting prior to the annual meeting for hearing and receiving committee reports and for the transaction of other such business as may come before the meeting. The dinner shall be open to all members and their guests. The order of business at the annual business meeting shall be as follows: 1. Report by the President 2. Report by the Secretary 3. Report by the Treasurer 4. Old business 5. New Business, if any. 4

Section 2: A Special meeting of the members may be called at any time for any purpose or purposes by the President, Vice President, or by a majority of the Board, and shall be called forthwith by the President or Board upon written request of a majority of all members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business conducted at all special meetings of the members shall be confined to the purpose or purposes stated in the notice of the meeting. Section 3: The Board shall meet on the third Tuesday of April, August and November at a location designated by the President. The Board shall also meet whenever called by two officers or a majority of the Board. No member of the Board attending such business meeting shall be allowed expenses for travel to and from such meeting except as authorized by the Board. Section 3A: The rules contained in the current edition of Robert s Rules of Order shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with these by-laws and any special rules of order the Association may adopt. Section 4: Written notice of each Annual Meeting of the members shall appear in the FMSTA monthly newsletter mailed to each member. In addition, Board members shall be notified in writing at least thirty (30) days prior to each Board meeting. Alternatively, notice to Board members may be provided by electronic means or fax communications to the Board member at the last address provided by the member. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of a Board Meeting the notice shall state briefly the purpose or purposes thereof. Section 5: A quorum of eight (8) Board members shall be required at meetings where extraordinary actions are proposed by the Board, including consolidations, dissolution, and partial liquidation, transfer of assets not done in the ordinary course of business, and amendments, additions or any changes in the Bylaws. These actions shall be overseen and approved by the members of the FMSTA at the Annual meeting. Section 6: All Annual meetings, Special meetings and Board meetings of the Association shall be presided over by the President or, if the President is not present, by the Vice President, or Secretary, or if none of said officers is present, by a Chairperson to be elected as such meeting. ARTICLE V OFFICERS AND DUTIES Section 1: The Officers of this Association shall consist of twelve (12) members in good standing, which shall constitute the Board. One member of the Board shall be designated as President, one as Vice President, one as Secretary, and one as Treasurer. 5

All members of the Board of Directors shall be elected to office in accordance with Article VI. Section 2: The President Shall perform all the duties incumbent upon the office, shall be an ex-officio of all committees, shall preside and conduct all meetings and elections, shall sign all checks for expenditures approved by the Board of Directors, and shall report to the full membership at each annual business meeting. Section 3: President. The Vice President shall perform the above duties in the absence of the Section 4: The Secretary shall perform all the duties incumbent upon that Office including but not limited to keeping minutes of all meetings of the Board and annual business meetings; shall act as Historian and shall keep minutes of all data, files, correspondence, records, photographs, and official papers of the Association. He/she shall report to the full membership at each annual business meeting. Section 5: The Treasurer shall perform all the duties incumbent upon the office including but not limited to establishing and maintaining an up-to-date roster of all members, and distributing copies to the membership annually. The Treasurer shall also keep records of all finances of the Association; review all bills and expenses incurred by the Association and shall submit them to the Board for approval; maintain a checking account in the name of the Association and countersign all checks for expenditures approved by the Board. He/she shall also submit a Financial Report at each meeting of the Board and at the annual meeting. Section 6: The property and business of the Association shall be managed under the direction of the Board. The Board shall have the power to propose and implement action in the ordinary course of its business, including but not limited to signing contracts, approving loans, establishing budgets, and overseeing day to day operations of the Association except as otherwise provided by law, the Articles of Incorporation or by these Bylaws. Section 7: If the requirements of Article IV Section 5 (quorum) have been met, the Board by a majority vote, may amend, add to or change in any way, a Bylaw, if they deem such amendment, addition or change to be of an emergency nature. Such action by the Board shall be in full force and effect until the next Annual meeting of the Association, at which time, the amendment, addition or change shall be submitted for approval or rejection by a majority vote of members present. Section 8: The Board in accordance with Section 15 of Article VI shall fill any vacancy in an office or appointed/elected position and that person shall hold office until the next election. Section 9: The Board may appoint Chaplains. 6

ARTICLE VI ELECTIONS Section 1: The President shall be responsible for the proper handling of all elections. Section 2: Election of Board members shall coincide with U.S. Presidential elections (every four years), with those elected, beginning their term on the following January. Section 3: In each election year, not later than March 31 st, the President shall appoint a Nominating Committee of not fewer than five (5) members, one of whom shall be designated as Chairman. The duties of the Committee shall be: a. To ensure that a notice of such election and call for any interested candidate who is an eligible member, in accordance with Section 1, Article 3, and, in good standing, should appear in the Association newsletter published in April of an election year and that any such candidate may also notify any Board member, in writing, not later than the May meeting of the election year of his/her wishes to have their name placed on the ballot for consideration. b. Present to the Board not later than the May meeting, a slate of candidates consisting of not fewer than twelve (12) members who would serve, if elected. Section 4: Each candidate for election will be allowed the same opportunity for communication to other members of the Association for notification that he/she is a candidate for election to the Board. Such information may be provided through the monthly newsletter or other communication media available to all members of the Association. The candidate s communication shall be limited to not more than a page in the FMSTA newsletter and limited also to background information and other pertinent information concerning his/her potential Board member status. Such candidate information shall be published in an ELECTION EDITION in the July issue of such year. Section 5: The Secretary of the Association shall have a ballot prepared consisting of the names of the candidates for election presented by the Nomination Committee. The ballot shall consist of the following: a) Instructions on completing the ballot. Any ballot not completed according to instructions, shall not be counted. b) The names of nominated individuals will be in alphabetical order. c) Incumbent Board members shall be identified as such on the ballot. 7

d) There shall be no fewer than three (3) blank spaces on the ballot for write-in candidates. e) Not More Than Twelve (12) Candidates shall appear at the top of each ballot in bold print. f) The following shall appear at the bottom of each ballot: The President, Vice- President, Secretary and Treasurer are elected by the Board members. g.) The return ballot envelopes will be marked numerically to prevent duplication. Section 6: The Secretary shall, not later than September 1 st of an election year, mail one ballot to each member of the Association in good standing and indicate the name and address of the member of the Ballot Committee to whom the ballot shall be returned when completed. Section 7: Ballots shall be returned not later than September 30 th of an election year and those returned after that date shall not be counted. Section 8: The Secretary shall appoint a Ballot Committee, approved by the Board, consisting of no fewer than three (3) Association members who are not candidates to review the ballots and tabulate the results. The results of the tabulation shall be turned over to the Officers of the Association not later than October 15th of an election year. Section 9: The Ballot Committee shall secure all ballots for further review and verification by the Board, if needed. Section 10: Upon receipt of the results of tabulation, the President shall notify all candidates originally named on the ballot of the unofficial results and invite each to the November Board meeting. He shall also notify any write-in candidates who may receive a significant number of votes. At the meeting, upon verification by the Board, each member on the ballot shall have the opportunity to examine the results and the Board shall have the final authority to rule on any questioned ballots, tabulations and/or election results. Section 11: Election of Officers shall be as a result of nominations made by the newly elected Board members and shall be conducted at the November meeting immediately after the normal Board meeting, provided a quorum of seven (7) newly elected Board members is present. All votes for Officers shall be conducted by a secret ballot of those physically present at the Board meeting. 8

Section 12: Newly elected Officers and Board members shall take office of immediately prior to the election of Officers at the November meeting of the year following the election. Section 13: The Secretary shall retain all ballots and tabulations for a period of one (1) year from the date the newly elected members take office. Section 14: Election results shall be made available by the Secretary to any member in good standing who so requests, for a period of one (1) year from the date the newly elected members take office. Section 15: In case of any vacancy on the Board through death, resignation, the remaining members Board shall notify the Association membership in the manner provided in Article VI Section 4 of such vacancy and solicit candidates to fill the position until the next election. There shall be at least a 90-day period after such vacancy becomes available before the Board votes on filling such vacancy. The Board at the next regular meeting shall vote on candidate(s) who volunteer to fill such vacancy. A secret ballot will be taken until the candidate with the majority wins. Section 16: In the event that any office subsequently becomes vacant, and is not otherwise filled by the process of immediate succession provided herein, the office shall be filled by a majority vote of the Board. Section 17: All Officers of the Association shall be subject to removal at any time by the affirmative vote of two-thirds of the entire Board. Section 18: Officers shall serve without compensation. Officers and Board members may, under limited circumstances set forth in guidelines established by the Board for reimbursement of reasonable expenses, receive reimbursement for certain expenses incurred in performing functions on behalf of the Association. ARTICLE VII DUES Section 1: The dues for membership shall be fifty ($ 50.00) dollars per fiscal year payable in June for the following year. Any member accepted after the last day of June shall pay dues pro-rated at $4.00 per month for the remainder of the year. For the purpose of dues, the fiscal year shall begin on January 1 st and end on December 31 st. Section 2: Section 3: Associate members shall be assessed fifty ($50.00) annually. Honorary members shall not be assessed dues. 9

ARTICLE VIII AWARDS Section 1: An award shall be presented at the Annual meeting each year and be called the Trooper of the Year award in memory of Trooper Alje M. Savela. a) This award shall be presented to a member of the Massachusetts State Police who has performed outstanding police service as determined by a Selection Committee comprised of current members of the Massachusetts State Police and at least two (2) members of the Board to be selected by the President. b) A plaque shall be presented to the Trooper of the Year at the Annual meeting. b) Two master plaques will be maintained at State Police Headquarters and at the Massachusetts State Police Academy with the name of each annual recipient properly inscribed. Section 2: From time to time the FMSTA may initiate, coordinate, or cooperate with other charitable entities or organizations to provide programs of educational scholarships to members of the Association, their relatives and descendants. Any involvement of the Association in such a program will necessitate a committee appointed by the Board to provide the appropriate administrative, evaluative and operational effort to ensure each program s success. ARTICLE IX EXPENDITURES Section 1: No money shall be expended from the Treasury except to pay ordinary bills and expenses incurred in the normal operation of the Association, without the majority vote of the Directors. Section 2: The Secretary and Treasurer shall be allowed up to two thousand ($2,000.00) dollars annually for ordinary expenses of the office. Section 3: Upon the death of any member of the association or upon the death of any member of the Massachusetts State Police who is on active duty, there shall be expended from the funds of the association, fifty ($ 50.00) dollars to be donated to any recognized charitable, or exempt organization, including, but not limited to the American Heart Association, Jimmy Fund for Cancer, or the Leukemia Society. 10

Section 4: There shall be available from the funds of the association, an amount not to exceed seventy five ($75.00) dollars for the purchase of a wreath for the Annual Memorial Day Services of the Department of Public Safety. ARTICLE X FOR THE GOOD OF THE ASSOCIATION Section 1: The Board of Directors may obtain the services of a clerk to act as Recording Clerk, to assist the Secretary at all business Meetings of the Board of Directors, or of the Association. The Recording Clerk, so appointed, shall hold office at the pleasure of the Appointing Board, will be paid twenty-five ($ 25.00) dollars per meeting, and shall be invited to the Annual Dinner as a guest of the Association. The Recording Clerk shall hold honorary membership in the Association while in that office. Section 2: The President shall appoint a Committee of three members in good standing to audit the records of the Association and submit a report to the Board of Directors as each Annual Business Meeting. Section 3: The Board of Directors may appoint an Association Counsel. The President or Secretary may seek and opinion, at anytime, from the Association Counsel in legal matters concerning the Association. Approved by BOD: August 18, 2009 & August 17, 2010 Approved by Membership at the Annual Meeting on September 24, 2011 11