BYLAWS OF THE NATIONAL CITIZENS POLICE ACADEMY ASSOCIATION ARTICLE I : NAME SECTION 1. The name of this organization shall be the National Citizens Police Academy Association, a non-profit organization, hereafter referred to as the Association. ------------------------------------------------------------------------------------------------------------------ ARTICLE II: PURPOSES SECTION 1. The purpose of the Association shall be to promote the professional development of information, instruction, guidance and assistance to law enforcement agencies and citizens participating in Citizen Police Academy Alumni Associations SECTION 2. The Association is formed for charitable, scientific, literary or educational purposes. SECTION 3. Code of Ethics: The Association is dedicated to advancing public safety through leadership, advocacy and service. Members embrace fairness, inclusiveness, openness, innovation and integrity. Meetings will be conducted with dignity and respect toward all individuals. SECTION 4. The Association shall be governed by common accord. Disputes will be handled in accordance with Robert’s Rules of Order (Newly Revised). ----------------------------------------------------------------------------------------------------------------- ARTICLE I I I : MEMBERSHIP SECTION 1. MEMBER DEFINED A.Membership shall be open to sworn and civilian law enforcement personnel and to active members of Citizen Police Academy Alumni Associations. B.Agency/Organization: A membership shall be open to any agency/organization involved or interested in the Citizen Police Academy Alumni Association concept. C.Honorary: A membership shall be open to any person nominated by the Board of Directors and approved by a majority vote of the membership at a regular meeting. D.Member in Good Standing: A member in good standing shall be a person who has paid the current Association dues. Only members in good standing can occupy an elected office and participate in the general business activities of the Association. SECTION 2.This Association shall not, in its membership, its election of directors, or in providing goods and services, in any manner discriminate against any person or group of persons by reason of race, color, religion, national origin, handicap or veteran status. SECTION 3. Annual dues shall be set by the Board of Directors and approved by a majority vote of the members in good standing at an annual business meeting. The term of dues should coincide with the Association’s calendar year of January 1-December 31. SECTION 4. Disciplinary Action A.All accusations of failure to perform the duties of an elected officer of the Board of Directors or a member’s actions diminishing or endangering the welfare, interests or character of the Association must be presented to the Board of Directors in writing. If the member holds an elected position, the person will be relieved of duties pending the outcome of the investigation. B.The Board of Directors will discuss and examine the charges for noncompliance with the Bylaws. The accused member will be notified in advance of the hearing date at a regularly scheduled board meeting and permitted to appear before the board. After a majority vote, the Board of Directors will notify the accused officer or member in writing of their decision. The decision of The Board of Directors and resulting action is final. ----------------------------------------------------------------------------------------------------------------------- ARTICLE IV: POLICIES SECTION 1. Any and all sources of income or proceeds generated by any activity of the National Citizens Police Academy Association shall be used for the purpose to maintain the normal operation costs of said non-profit Association. No part of the net earnings of the National Citizens Police Academy Association shall inure to the benefit of, or be distributed to its members, trustees, officers or other private persons, except the National Citizens Police Academy Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association. SECTION 2. Any expenditures made, other than normal business expenses, or any monies issued in excess of $250.00 shall require a majority vote of the Board of Directors. SECTION 3. Any funds that remain in the event of closure of this organization shall be audited. A complete financial report shall be published within two weeks of the completion of the audit. SECTION 4. A general overview of the financial reporting processes shall be performed by an independent certified public accounting firm. A letter of findings, and any recommendations, shall be provided to the Board of Directors within thirty (30) days of this overview. SECTION 5. An annual update of any papers of incorporation, state and federal filings of any necessary documents shall be filed by the treasurer in compliance to the laws of the state governing the incorporation of the Association. SECTION 6. The operating year shall be the calendar year of January 1-December 31. ----------------------------------------------------------------------------------------------------------------- ARTICLE V: DUTIES AND TERMS OF ASSOCIATION OFFICERS SECTION 1. The Officers of the Association will be President, Vice President, Secretary and Treasurer. SECTION 2. The Officers of the Association will be elected as follows at the annual membership meeting the Association by a majority vote of the membership and the Board of Directors of the Association. President and Secretary positions shall be elected in even-numbered years and Vice-President and Treasurer in odd-numbered years. Any officer may serve any number of terms as long as he or she is in good standing and elected as stated. SECTION 3. The President will: A.Be the Chief Executive of the Association. B.Preside at all meetings, both membership and Board of Director meetings C.Have the power to convene special meetings of the membership and the Board of Directors D.Appoint all committee chairs, except the chair of the Nominating Committee. E.Appoint a member to fill any vacancy created on the Board of Directors. Such appointment shall be for the balance of the current year. If a vacancy occurs in a Director or Officer position whose term has a year or more to fulfill, then a special election by the Board of Directors will be held to fill that vacancy. The President may fill an Officers portion by appointing an "Acting Officer" (i.e. Vice President, Secretary or Treasurer) until a special election can be held by Board of Directors F.The President will serve as advisor to the Board of Directors for two years following his/her tenure of office if they continue to be a member of the Association. G.By virtue of this position, the President is an ex-officio member of all Committees. SECTION 4. The VICE PRESIDENT will: A.Perform duties as prescribed by the President. B.Serve in the President’s stead when necessary. C.Be responsible for ensuring a monthly committee report is filed from all committees and shall produce a compiled report from all submitted reports as requested by the Board of Directors. SECTION 5. The SECRETARY will: A.Be responsible for keeping and reporting the minutes of national membership and Board of Directors meetings, with said reports being available within 60 days of the conclusion of the meeting. B.Provide an annual update of any reports or documents required by local, state or federal governments. C.Submit to the membership, as appropriate, any communication addressed to the Office of Secretary, and to give and serve all notices to the members. D.Attend to all correspondence of the Association, after approval of the Board of Directors, and exercise all duties incident to the office. SECTION 6. The TREASURER will: A.Have custody of all funds of the Association, maintaining such funds at a financial institution approved by the Board of Directors. B.Keepaccuratefinancialrecordsofthe Association, includingbank statements,paidreceipts,invoices, budgets, canceled checks and a current list of members in good standing. C.Make disbursements as authorized by the Board of Directors and/or the general membership. D.Make available a complete financial statement at all membership and Board of Directors meetings and such other times as requested by the Board of Directors or the membership. This report will contain the closing bank balance. E.Make recommendations for an independent CPA accounting firm to perform an audit of the financial reporting processes and provide a letter of the accounting firm’s observations and recommendations to the Board of Directors. ------------------------------------------------------------------------------------------------------------ ARTICLE VI: BOARD OF DIRECTORS SECTION 1. The Board of Directors will consist of ten members, four elected Officers of the Association as provided for in Article V and six elected Directors. A member may not hold the position of Officer and Director at the same time. A.Directors will serve three-year terms on a yearly rotating basis with all elections being held each year at the annual meeting of the Association. B.Officers will serve two-year terms on a yearly rotating basis with all elections being held each year at the annual meeting of the Association. C.The Board of Directors may establish and maintain an address of record at a location to be selected by the Board of Directors and may change that location upon notice by Association letter. D.Elected Board of Director positions, both Officers and Directors, will take effect at the end of the Conference. SECTION 2. The BOARD OF DIRECTORS will: AMeet at least once a year to transact necessary business as needed. If other business needs to be conducted, the meeting date and time will be agreed upon by the Board of Directors. Meetings may be conducted in person, by phone conference or via electronic communication. B.Have the power to create special committees. C.Monitor the plans of work of all officers and committee chairs. D.Hire an independent certified public accounting firm to perform an audit of the financial reporting processes. E.Prepare and submit an annual budget to the Membership for ratification by a quorum. The budget will allow for a Board of Director’s Meeting separate from the annual conference. F.Have only such power as is delegated to it by these Bylaws or by majority vote of the membership referring individual matters to it. If an annual meeting is not held, the Board of Directors may approve the annual budget and publish it for members. G.Elect from among itself, a Chairman of the Nominating / Elections Committee. H.The Board of Directors shall have the authority to ask and vote for the resignation of a Board of Director who they feel has not performed the duties of their position. This will require a two-thirds vote of the Board of Directors. I.Any Board of Director member in good standing is allowed to vote on board issues via electronic communication. In the event a Board Member’s electronic communication device fails to send a vote it is up the President to extend, allow or reject said vote via phone or other means of communication. This section is not intended to allow absentee voting at the annual membership meeting. (Same voting requirements as in Board of Director Meetings) SECTION 3. A simple majority of Board of Directors will constitute a quorum. SECTION 4. In the event that a sitting Officer (President, Vice President, Secretary or Treasurer) resigns, is unable to finish his/her duties for said position or ceases to be a member of the Association, a nomination for the vacancy shall be entertained from the current Board of Directors. The vacancy created shall be filled by a vote of the Board of Directors and will apply only to the unexpired portion of the vacated Officer’s position term. --------------------------------------------------------------------------------------------------------------- ARTICLE VII: MEMBERSHIP MEETINGS SECTION 1. When the National Citizen Police Academy Association Conference is held, an annual membership meeting of the Association will be convened. SECTION 2. An affirmative vote by a majority of members in good standing in attendance at the annual conference and general meeting will constitute a quorum and will be necessary to conduct the business of the Association. SECTION 3. The Nominating/Elections Committee shall be appointed and made active no less than 90 days prior to said scheduled elections as defined in Article VIII, Section 1. SECTION 4. Nominations for Association’s Board of Directors shall be filed, properly received, and recorded with the Nominating/Elections Committee no later than 45 days prior to said scheduled elections as defined in Article VIII, Section 1. At this deadline, nominations shall be declared closed. ---------------------------------------------------------------------------------------------------------------- ARTICLE VIII: NOMINATION AND ELECTION OF ASSOCIATION BOARD OF DIRECTORS OF NATIONAL CITIZEN’S POLICE ACADEMY ASSOCIATION SECTION 1. NOMINATIONS FOR ASSOCIATION’S BOARD OF DIRECTORS A.Will take place as defined in Article VII, Section 4 and election of said Board of Directors will take place at the annual membership meeting of the Association. After being declared closed, nominations shall not be reopened. No member shall be nominated or be a candidate for election to more than one elected position at the same election. Each candidate for a position as an Association Board of Director shall be permitted to speak to the entire assemblage of conference members for a time not to exceed one (1) minute; but only the candidate themselves may be granted this privilege. Each nominee candidate will be allowed to submit one 8 1/2 x 11 inch flyer stating their qualifications. SECTION 2.NOMINEES QUALIFICATIONS A.All nominated candidates must be a “member in good standing” as prescribed in Article III, Section 1, Item D. B.All nominated candidates must have attended one of the Association’s annual Conferences in the past five years. C.All nominated candidates must provide an official endorsement of support by their Law Enforcement Department/Agency or Citizens Police Academy Alumni Association, on their letterhead, stating they are allowed the proper time to accomplish their Board of Director and committee chair duties for the duration of their appointment. If the nominated candidate is currently not associated with a Law Enforcement Department/Agency or Citizens Police Academy Alumni Association then the nominated candidate must provide an endorsement of support, on their letterhead, by a Law Enforcement Department/Agency that they completed their Citizen Police Academy program or were an instructor/coordinator of their Citizen Police Academy program. D.All nominees must be present at the Association’s annual conference to accept their nomination. SECTION 3. NOMINATING/ELECTIONS COMMITTEE A.The Nominating/Elections Committee shall be appointed, working with the elected Chairperson as prescribed in Article VI, Section 2, Item I, and made active no less than 90 days prior to said scheduled elections as defined in Article VIII. -------------------------------------------------------------------------------------------------------------- ARTICLE IX: VOTING SECTION 1. Every member in good standing present will have one vote in matters before the Association. Each member of the Board of Directors will have one vote. SECTION 2. There will be no proxy votes. SECTION 3. There will be no absentee voting at the annual membership meeting, as outlined in Article VI, Section 2, Item I. SECTION 4. The only time the President will vote in a Board of Directors or annual membership meeting of the Association will be to break a tie. ARTICLE X: AMENDMENTS SECTION 1. These Bylaws may be altered, amended or repealed at the Annual membership meeting. Changes or amendments will be recommended by the Bylaws Committee and will require a 2/3 affirmative vote of the attending members. ---------------------------------------------------------------------------------------------------------------------- ARTICLE XI: COMMITTEES AND DUTIES SECTION 1. The standing committees of the association will be: A.NOMINATING AND ELECTIONS COMMITTEE 1.The Board of Directors shall elect from among itself a Chairman of the Nominating/Elections Committee comprised of two or more members in good standing from the Association membership. 2.Responsibilities: a.Accept nominations for the National Board of Directors from members in good standing who meet qualifications as set forth in Article VII, Section 4 and Article VIII, Section 2. b.Review qualifications of the nominees. c.Arrange for nominees to address the Association members before voting. d.Provide a ballot for voting purposes at the annual NCPAA Conference. e.Tabulate votes and declare winners. f.Establish a Nominating/Elections Committee budget subject to Treasurer review and full Board approval. B.BYLAWS COMMITTEE 1.Bylaws Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V Section 3, Section D. b.Members in good standing from the Association membership. 2.Responsibilities a.Shall be responsible for the annual review of the bylaws. b.Present to the Board of Directors recommendations about bylaws that need to be altered, amended, or repealed. c.Present to the membership information and the means to vote on suggested changes to the bylaws, as endorsed by the Board of Directors, at the annual NCPAA Conference. d.Determine that 2/3 of the members present at an annual NCPAA Conference have made affirmative votes on suggested changes. e.Establish a Bylaws Committee budget subject to Treasurer review and full Board approval. C.FUNDRAISING COMMITTEE 1.Fundraising Committee consists of: a.Chairperson appointed by the President from the Board of Directors as directed by Article V, Section 3, Item D. b.Members in good standing from the Association membership. 2.Responsibilities: a.Determine needs and reasons for fundraising. b.Establish realistic expectations for costs and benefits. c.Solicit companies and businesses that appropriate to the events, arrange advertising and promotion in advance of the events, and examine legal and financial implications with the consent and authorization of the Association Board of Directors. d.Research and apply for grants applicable to NCPAA projects as authorized or directed by the Association Board of Directors. e.Establish a Fundraising Committee budget subject to Treasurer review and full Board approval. D.SITE SELECTION COMMITTEE 1.Site Selection Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V, Section 3, Item D. b.Board of Directors shall determine the conference site for the annual Association conference each year, as prescribed by Article VI, Section 2, Item G. 2.Site Selection Committee shall: a.Encourage and solicit membership for future locations of NCPAA Conferences, evaluate applications and select the sites for future conferences, suggest scheduled dates, research conference and hotel facilities, examine and determine convenience of travel modes, and determine an estimated cost of solicited conference sites. b.Other committee members, of members in good standing in the Association membership may render assistance as directed by the Board of Directors in the areas of: i.Recognition ii.Hospitality iii.Training and conference iv.Speakers forum c.Establish a Site Selection Committee budget subject to Treasurer review and full Board of Directors approval. E.NEWSLETTER COMMITTEE 1.Newsletter Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V, Section 3, Item D. The Chairperson will also fill the position of Editor and will have final authorization of articles submitted and published with approval of appointed members of the Board of Directors and members in good standing in the Association. 2.Responsibilities: a.Assist the Editor when requested in producing and distributing a quarterly newsletter to the Association members. b.Assist the Editor when requested in soliciting memberships and article submissions for publication. c .Establish a Newsletter Committee budget subject to Treasurer review and full Board approval. F.MEMBERSHIP COMMITTEE 1.Membership Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V, Section 3, Item D. b.Members in good standing from the Association membership. 2.Responsibilities: a.Assist the Association as requested in soliciting memberships, recruiting, and to help maintain the membership roster for the Association. b.Promote, advertise, and market the Association. c.Establish a Membership Committee budget subject to Treasurer review and full Board approval. G.SPECIAL PROJECTS COMMITTEE 1.Special Projects Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V, Section 3, Item D. b.Members in good standing from the Association membership. 2.Responsibilities: a.Determine feasibility of special projects as recommended by the Board of Directors b.Determine and assign responsibilities of committee members. c.Establish time lines. d.Notify NCPAA members and participants. e.Promote, advertise, and market as needed. f.Evaluate special project upon completion. g.Establish a Special Projects Committee budget subject to Treasurer review and full Board approval. H.WEB SITE COMMITTEE 1.Web site Committee consists of: a.Chairperson appointed by President from the Board of Directors as Directed by Article V, Section 3, Item D. b.Members in good standing from the Association membership. 2.Responsibilities: a.Oversee and administer operations to ensure maintaining a fully functional Web site. b.Assist the Chairperson as requested, regarding updates and revisions. c.Maintain the Web site for NCPAA members. d.Assist the Editor, when requested, in soliciting article submissions for publication. e.Encourage and facilitate membership input and feedback. f.Establish a Web Site Committee budget subject to Treasurer Review and full Board of Directors approval. I.MERCHANDISE COMMITTEE 1.Merchandise Committee consists of: a.Chairperson appointed by President from the Board of Directors as directed by Article V, Section e, Item D. b.Members of good stranding from the Association membership. 2.Responsibilities: a.Establish a merchandise budget subject to Treasurer review and full Board approval. b.Select merchandise to be sold at conferences. Present merchandise to Board of Directors for approval.