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November 10, 2014
Page 1 of 13
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
2.1.1 Member
All graduates of the Kemah Citizen Police Academy are members of the Association, free
to attend meetings, presentations and events.
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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.
2.1.3 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.
2.1.4 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.
2.1.5 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.
2.1.6 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
No Member may transfer a membership or any right arising therefrom. All rights of
membership cease upon the member's death or dissolution.
2.4 Dues
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.
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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 2.1.2.
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
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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.
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3.6 Special Meetings of the Board of Directors
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.
3.7 Notice
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 email to the
registered email 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.
3.10 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.
3.11 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
November 10, 2014
Page 6 of 13
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.
3.12 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.
3.13 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.
3.14 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.
3.15 Non-Liability of Directors
The directors shall not be liable for the debts, liabilities, or other obligations of the
Kemah CPAAA.
3.16 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.
November 10, 2014
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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.
November 10, 2014
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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 3.12.
4.7 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.
November 10, 2014
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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.
4.13 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 ex-
office 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.
November 10, 2014
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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
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.
6.4 Gifts
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
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.
6.6 Audit
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.
6.7 Liaison
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
November 10, 2014
Page 11 of 13
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 2nd
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 email or telephone contact.
7 POLICIES
7.1 Fiscal Year
The fiscal year shall commence on January 1st 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.
November 10, 2014
Page 12 of 13
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.
November 10, 2014
Page 13 of 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,
2014____________.
_Original signed by Carlene A. Neeley_________________
Secretary