By-Laws – Chief’s Foundation.org
The leadership at our law enforcement fund-raising police association wants to make our by-laws available for all members, associates, and friends. If you have any questions about any of our association’s by-laws, feel free to give us a call or email us for clarification.
Article I – Members
The Tampa Bay Area Chiefs of Police Education and Research Foundation, Inc. (TBACPA/ERF) hereafter referred to as the Foundation shall have three (3) CATEGORIES OF MEMBERS: corporate leader, citizen leader, or government leader. Members shall be acknowledged and provided such privileges or services as may be determined by the Board of Directors.
Article II – Officers
Section 1. The Officers of the Foundation shall consist of a President, Vice President, Secretary and Treasurer and shall include no fewer than five (5) additional directors. These officers shall be designated as the Board of Directors. No less than 51% of the directors shall be and remain active members of the Tampa Bay Area Chiefs of Police Association, Inc. The Officers of the Foundation shall serve for a term of two (2) years from January until December of the following year.
Section 2. The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer. The Executive Committee shall have the responsibility for the general supervision of the affairs of the Foundation between regular business meetings; cause a mandatory external financial audit to be performed or other audits on an as needed basis; and perform such other duties as are specified within the Bylaws. The Executive Committee shall be subject to the orders of the Foundation, and none of its acts shall conflict with action taken by the Foundation.
Section 3. A Nominating Committee shall be established by the President and shall consist of the Board of Directors of the Foundation. The Nominating Committee shall report their recommendations to the general membership of the Tampa Bay Area Chiefs of Police Association, Inc. at the November membership meeting for approval during even numbered years. At the time of the Nominating Committee’s report, additional nominations from the floor shall be permitted. Once all nominations are completed a vote will take place at the same meeting and the results of the election will be announced. Their term of office shall be for a period of two (2) year or less, if sooner terminated by the action of the President.
Section 4. A Bylaws Committee shall be established by the President and shall consist of a Board of Director and members of the association. The Committee shall have oversight responsibility for any proposed changes, additions, or deletions to the Bylaws as deemed appropriate. Proposed Bylaw amendments must be provided in writing, or electronically to all members of the Foundation no less than 30 days prior to the meeting at which they will be considered. Any changes to the Bylaws must be approved as provided in Article VIII. The term of office for the Bylaws Committee members shall be for a period of two (2) year or less, if sooner terminated by the action of the President.
Section 5. A Finance Committee shall be established by the President and shall be chaired by the Vice-President who will call on the expertise of an external Certified Public Accountant. The Treasurer will assist the Finance Committee in the annual engagement of the external Certified Public Accounting Firm and determine the level of engagement for the presentation of the Foundation’s financial statements deemed appropriate for the year. In addition, the Treasurer will assist in preparing all necessary documents required. The purpose of the annual engagement is to present and, if deemed necessary by the Committee, to analyze the Foundation’s business financial records for accuracy and to provide a full and transparent picture of the Foundation’s financial operations.
Section 6. In the event a vacancy occurs in the office of President; the position will be filled by the Vice President. In the event a vacancy occurs in the office of Vice President, Secretary, Treasurer or Director, the President shall appoint an active member of the Tampa Bay Area Chiefs of Police Association, Inc. to serve for the remainder of the term. This appointment shall be confirmed by a vote of the general membership of the Tampa Bay Area Chiefs of Police Association, Inc.
Section 7. An Officer or Director may be removed from office, for due cause, by action of a two-thirds (2/3) majority vote of the Board of Directors. Cause for removal will be specified in writing, with a copy placed in the minutes and a copy forwarded to the affected person.
Article III – Duties of Officers
Section 1. President – The President shall:
- Preside at all meetings of the Board of Directors
- Be the Chief Executive Officer of the Corporation
- Together with the Secretary, sign all contracts approved by the Board of Directors or the Executive Committee
- Be empowered to disburse corporate funds in the event that the Secretary/Treasurer is unable to do so
- Be responsible for presenting a complete statement of the overall condition of the Corporation at each annual meeting of the Board of Directors
Section 2. Vice President – The Vice President shall:
- In the case of absence or disability of the President, perform all of the duties of the President; and
- Perform such other duties as may be assigned by the Board of Directors or the President.
Section 3. Secretary – The Secretary shall:
- Keep a record of the proceedings of the meetings of the Board of Directors and shall be the custodian of all corporate records;
- Be responsible for sending out all notices, via email, of proceedings of the Board of Directors and the Executive Committee and keep accurate record of the attendance at all such meetings;
- File all required reports with the Florida Department of State, and all other necessary reports required to be furnished to government agencies;
- Be responsible for advising the Board of Directors as to the needs of the Corporation with respect to liability insurance and, with the approval of the Executive Committee, shall be authorized to obtain any necessary liability insurance policies.
Section 4. Treasurer- The Treasurer shall:
- Have full charge of the funds of the Corporation and shall keep an accurate account of all monies received and disbursed by the Corporation;
- Together with the President, sign all checks drawn on the bank account or accounts of the Corporation;
- Present a report of the receipts and disbursements for the previous year and a proposed budget for the upcoming year at each annual meeting of the Board of Directors.
- Assist the Auditing Committee in preparing its reports;
- Assist the appropriate officers of the Corporation with respect to the filings of all required reports;
- Present a financial report to the Board of Directors at each regular meeting of the Board of Directors for the period of time since the last such meeting.
Section 5. Board of Directors – The Board of Directors shall:
- Be responsible for all voting and decision making regarding business operations and disbursement of funds.
Subject to the foregoing, the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors.
Article IV – Meetings
Section 1. The Foundation shall hold regular meetings as needed to conduct the business of the Corporation. The Foundation may authorize an emergency telephone meeting if necessary.
Section 2. Meetings may be called by or at the request of the President or by four members of the Board of Directors.
Section 3. Written/electronic notice stating the place, day, and hour of any meeting of the members shall be sent to each member not less than five (5) days prior to the meeting.
Section 4. A quorum for the Board of Directors shall consist of a minimum of the majority of the Board of Directors present at any designated meeting of the Foundation or telephone conference.
Section 5. A quorum for the Foundation’s general meeting shall consist of the majority of the membership.
Article V – Committees
Section 1. The President shall have the authority to appoint all committees not set by the Bylaws and create ad hoc committees, as necessary. The President shall serve as an ex-officio member of all committees.
Section 2. Each member of a committee shall continue as such until the next Annual meeting of the Board of Directors and until his/her successor is appointed, unless the Committee shall sooner be terminated, or unless such member be removed from such Committee, or unless such member shall cease to qualify as a member thereof. A committee member may be removed when sufficient cause exists for such removal by action of a two-thirds (2/3) majority vote of the Board of Directors. Cause for removal will be specified in writing, with a copy placed in the minutes and a copy forwarded to the affected person.
Section 3. The President shall appoint the Chairperson of each committee, from the Board of Directors or the membership at large.
Section 4. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
Section 5. Unless otherwise provided, a majority of the whole committee shall constitute a quorum.
Section 6. Committee Chairpersons shall, upon request by the President, present oral reports to the Board of Directors.
Article VI – Records
The Secretary of the Foundation shall keep accurate minutes of its business meetings as designated by the Board of Directors. Treasurer of the Foundation shall complete books and records of all financial accounts. All books, records and minutes will be in written/electronic form and will be available for the public upon request.
Article VII – Parliamentary Authority
The rules in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the meetings of the Foundation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Foundation may adopt.
Article VIII – Salaries & Remuneration
The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion, may determine to be necessary in the conduct of business of the organization.
Article IX – Amendment of By-Laws
These By-Laws may be altered, amended, repealed or added to as deemed appropriate by an affirmative vote of not less than two-thirds (2/3) of the Board. and majority of membership present. The Bylaws Committee shall review all proposed amendments that are received and report its recommendations to the Board of Directors. The Board of Directors must approve any changes to the Bylaws.
Contact our police association if you have any further questions about our by-laws or our fund-raising efforts anywhere in the Tampa Bay area.
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