PHOENIX CITIZEN POLICE ACADEMY ALUMNI ASSOCIATION BYLAWS
Amended December 2010
ARTICLE I. PURPOSE
The purposes of the corporation shall be as set forth in the Articles of Incorporation, to wit: charitable, educational and scientific purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code.
ARTICLE II. STATEMENT OF PURPOSE
1. VISION STATEMENT
The long term vision of the Phoenix Citizen Police Academy Alumni Association (PCPAAA) shall be to promote and enhance the relationship between the community and the Phoenix Police Department.
2. MISSION STATEMENT
The Association will support the Phoenix Citizen’s Police Academy, provide continued law enforcement education for our members and assist the Phoenix Police Department in specific projects when requested by the Department.
ARTICLE III. OFFICES AND RECORDS
1. KNOWN PLACE OF BUSINESS AND STATUTORY AGENT
The known place of business of the corporation and statutory agent shall be as follows; Statutory agent: Nedra M. Halley. The known place of business shall be c/o Dunlap & Magee Property Management, Inc., 11260 North Tatum Boulevard, Suite 149, Phoenix, AZ 85028. The known place of business or the statutory agent, or both, may be changed by resolution of the Board of Directors, upon filing the statement as required by law.
2. PRINCIPAL OFFICE
The principal office of the corporation shall be at the Phoenix Police Department Headquarters, Public Affairs Bureau, 620 West Washington, Phoenix Arizona. However, the Board of Directors shall have the power to change the location of the principal office at its discretion.
The corporation shall keep correct and complete books and records of account and shall also keep the minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and a record giving the names and addresses of all those entitled to vote. These records will be kept at the Principal Office, as listed in section III.3 above. Any member, or his agent or attorney, may inspect all books and records of the corporation, for any proper purpose at any reasonable time.
4. CORPORATE SEAL
The Board of Directors shall have power to have a corporate seal, which may be altered from time to time by the Board of Directors and shall have inscribed thereon the name of the corporation and the words: “Corporate Seal.”
ARTICLE IV. MEMBERS
Annual membership in the association shall be available to any person who is a graduate of the Phoenix Citizen Police Academy and whose dues are paid in full. No person shall be denied membership in the association because of race, religion, gender, handicap, political affiliation, age, or ethnic background. Membership is contingent on the member’s maintaining a clean arrest record.
The membership dues shall be established annually by the Board of Directors and shall be payable by the last day of January in each fiscal year. A dues notice shall be sent to each member in November of the fiscal year preceding the January due date. A member in “good standing” is defined as a member who has paid annual dues and has not been removed for cause.
If a member does not pay annual dues within two months of the beginning of the association’s fiscal year, the member will be removed from the member mailing list and shall have no rights as a member until dues for the current fiscal year are paid in full.
The treasurer will send written notification to any member whose dues are in default for the current fiscal year. The member will be reinstated upon payment of dues for the current fiscal year.
3. RIGHTS OF MEMBERS
Each member in good standing shall have only the following rights, privileges, and responsibilities:
A. To attend and participate in all annual and special meetings and to join in recommendations to the Board of Directors at any annual or special meeting, with respect to the carrying out of the goals and purposes of this corporation.
B. To receive reports from the Board of Directors at the annual or any special meetings with respect to the general affairs of this corporation.
C. To serve as a committee member of this corporation, if so elected or appointed.
D. To cast one vote for any question properly put to a vote of the members at any annual or special meeting.
E. To attend board meetings and comment on motions
4. TERMINATION OF MEMBERSHIP
A. A member of the Phoenix Citizen Police Academy Alumni Association may be disqualified and removed from the organization for the following reasons:
Arrest for a felony or misdemeanor.
Willful violation of any policy or procedure of the Phoenix Police Department or the lawful directives of any active police officer.
Any deliberate act that is unethical or brings discredit to the Phoenix Citizen Police Academy Alumni Association, the Phoenix Citizen Police Academy, or the Phoenix Police Department
At the request of the Chief of Police, the Citizen Police Academy coordinator, the Phoenix Police Department’s citizen police academy alumni association liaison officer or assistant liaison officer for overt acts which conflict with the goals and objectives of the Phoenix Citizen Police Academy Alumni Association, the phoenix citizen police academy, or the Phoenix Police Department
B. Disqualification requests must be made in writing to the President. Such request shall list the reason(s) for the proposed disqualification. Disqualification shall be decided by affirmative vote of two-thirds of all directors. Written notice of the disqualification vote will be provided to the affected member and to the party submitting the disqualification request.
C. The board of directors may, by a two-thirds vote of all directors, terminate any member for cause, provided such member shall have been given at least ten (10) days prior notice in writing and be allowed to attend said board meeting to show cause why said member should not be terminated. The board of directors has the sole discretion to determine what constitutes “cause.”
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Upon written request signed by an expelled former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of all Directors, reinstate such expelled former member to membership upon such terms as the Board of Directors may deem appropriate. The former member will be subject to the same qualifications and criteria as all other members.
7. TRANSFER OF MEMBERSHIP
Membership in this corporation is not transferable or assignable.
ARTICLE V. MEETING OF MEMBERS
1. ANNUAL MEETINGS
An annual meeting of the members shall be held within the final two months of each fiscal year for the purpose of reports from the officers and/or Board of Directors, and the transaction of such business as may come before the meeting.
2. SPECIAL MEETINGS
The President or a majority of the Board of Directors may call special meetings of the members.
3. PLACE OF MEETING
The Board of Directors may designate any place within the State of Arizona as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the corporation in the State of Arizona, but if all of the members shall meet at any time and place either within or without the State of Arizona, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
4. NOTICE OF MEETINGS
Written notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or sent by U.S. mail or email, to each member in good standing, not less than 10 nor more than 50 days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice.
If sent by U.S. mail, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Notice by email shall be deemed to have been given when the notice is transmitted to the most recent email address in the corporation’s records.
ARTICLE VI. BOARD OF DIRECTORS
Members who are in good standing pursuant to the qualifications set forth in Article IV above are eligible to serve as Directors.
The Board of Directors shall consist of the officers, immediate past-president, and directors at large.
The Phoenix Police Department’s liaison or assistant liaison officer shall be an ex officio member of the Board of Directors. Such liaison officer shall function in a non-voting capacity as an advisor and is responsible for communicating Phoenix Police Department policy and business to the Board of Directors and for ensuring compliance with the goals and objectives of the Phoenix Police Department and the Phoenix Citizen Police Academy.
Including officers and immediate past-president, the number of members of the Board of Directors shall be no less than three (3) nor more than thirty (30). The number of Directors may otherwise be increased or decreased by amendment to the Bylaws, in accordance with the corporation’s Articles of Incorporation and the applicable laws of the State of Arizona.
4. POWERS AND RESPONSIBILITIES
A. General Duties
Subject to and within the limitations of the laws of Arizona, the corporation’s Articles of Incorporation as amended from time to time and the corporation’s amended Bylaws from time to time in effect, the Board of Directors shall
1, have supervision, control, and direction of the property, business, affairs, and activities of the corporation;
determine and fix the policies of the corporation and any and all changes therein;
have absolute discretion in the disbursement of the funds and in the sale, conveyance, transfer, leasing, mortgaging, pledging, use, and management of the property and assets of the corporation;
have the power to adopt, and from time to time change, such rules and regulations for the use of the property and the conduct of business, affairs, and activities of the corporation as it may consider advisable;
have the power to appoint agents of the corporation and define their duties and fix their compensations;
have the power to delegate to officers, agents, and committees of the corporation the powers to transact the business and carry out the functions of the corporation, subject to the right of the Board of Directors to supervise, define, and terminate such powers;
7, have the power to amend the Articles of Incorporation and Bylaws from time to time; and
8. have such further and additional powers, rights, privileges, duties, and responsibilities as are elsewhere provided for and imposed by these Bylaws.
The corporation shall have the authority to become a member of any nonprofit corporation or a shareholder in any for-profit corporation by a majority vote of the entire Board of Directors at any duly called and convened meeting (but may become a shareholder in a for-profit corporation without such vote if not in violation of any provision of its Articles of Incorporation). The action of the corporation as a member or shareholder shall be determined by a majority vote of the entire Board of Directors at any duly called and convened meeting.
C. Additional Powers
Except as excluded or restricted by the corporation’s Articles of Incorporation or Bylaws, the Board of Directors shall have and exercise such additional powers as may be enjoyed and exercised by law.
D. Restriction on Powers
1. Except upon the affirmative vote of at least a majority of all of the Directors in office, given at any special or annual meeting of The Board of Directors, (1) no sale, conveyance, or lease shall be made of any real property of the corporation and (2) no mortgage, pledge, encumbrance, lien, or charge of any kind shall be created or assumed upon any real property of the corporation (whether now owned or hereafter acquired), except liens for taxes not yet due or which are being contested in good faith by appropriate proceedings.
2, Except upon the affirmative vote of at least a majority of all of the Directors in office, given at any annual or special meeting of the Board of Directors, no debt for borrowed money shall be incurred.
Except upon the approval of the Board of Directors the corporation shall not:
Enter into any contract for performance of professional or administrative services of or for the corporation (whether the relationship is one of employment, independent contractor or otherwise) for a stated term in excess of one year unless the contract is by its terms terminable by the corporation without cause and without continuing obligation, financial or otherwise, on not more than 90 days’ notice;
Enter into any contract or commitment not covered by subparagraph (l) above if the contract (i) is for a stated term in excess of one (1) year, (ii) obligates the corporation for an amount in excess of the amount then remaining in the corporations budget for the item or services acquired pursuant to the contract, or
(iii) is for acquisition of products or services not in the ordinary course of the corporations business.
ARTICLE VII. DIRECTORS’ TERMS AND MEETINGS
1. ELECTION AND TERMS OF OFFICE
Directors at Large shall be elected for a term of two (2) years. An equal number of terms shall expire every second year. Therefore, if the Board sets the number of Directors at 24, 12 terms shall expire the first year, and 12 terms shall expire the second year. Directors elected to fill vacancies shall be elected to serve to the expiration date of the vacancy to which elected.
Term of office normally shall begin on January 1 and shall continue through December 31, two years later. Each Director who is elected shall serve and hold office until the expiration of the term to which such Director was elected, or until such person’s death, resignation, incapacity, or removal.
A Director at Large may resign at any time by filing a written resignation with the President.
Any vacancy occurring in the Board of Directors may be filled by the affirmative majority vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. The Board may also elect Directors by an affirmative majority vote of all Directors present at a regularly-scheduled Board meeting, term to be determined at time of election.
3. QUORUM OF DIRECTORS
A majority of the Board of Directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein, the act of a majority of the Directors present at a meeting shall be the act of the Board of Directors, so long as a quorum exists.
4. MEETINGS OF DIRECTORS
Within 30 days after an annual or special meeting at which officers and Directors are elected, the incoming and outgoing officers and Directors shall meet to organize and transact such other business as shall come before the meeting.
5. SPECIAL MEETINGS OF DIRECTORS
The President or no less than one-third of the members of the Board of Directors may call a special meeting of the Board of Directors. Such special meeting shall be held at the time and at the place specified in the notice of meeting, and it may be called for any purpose or purposes.
6. PLACE OF DIRECTORS’ MEETINGS
All meetings of the Board of Directors shall be held either at the principal office of the corporation or at such other place, either within or without the State of Arizona, as shall be specified in the notice of meeting.
7. NOTICE OF DIRECTORS’ MEETINGS
All meetings of the Board of Directors shall be held upon five (5) days’ written notice stating the date, place, and hour of meeting, delivered to each Director either personally or sent by U.S. mail or email, at the direction of the President or the Secretary or the officer or person calling the meeting.
Notice sent by U.S. mail shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Notice by email shall be deemed to have been given when the notice is transmitted to the most recent email address in the corporation’s records.
Members of the Board of Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
9. PRESUMPTION OF ASSENT
A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action, unless his or her dissent is entered in the minutes of the meeting, or unless he or she files his or her written dissent of such action with the Secretary of the meeting before the adjournment thereof or unless he or she forwards such dissent by registered or certified mail to the Secretary of the corporation before 5:00 of the afternoon of the next day which is not a holiday or a Saturday or a Sunday after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
A. All provisions of Article lV.3 --Termination of Members pertain to Board of Directors members.
B. Any board member who misses four (4) consecutive general membership meetings in one (1) year without a reason acceptable to the board shall be immediately removed from his/her position.
C. Any board member who misses four (4) general membership meetings in one (1) year without a reason acceptable to the board shall not be eligible for reelection to a second term.
D. Any board member who misses three (3) board meetings in one (1) year without a reason acceptable to the board shall be immediately removed from his/her position and shall not be eligible for reelection.
Any Director may resign at any time. Such resignation shall become effective when the corporation receives such resignation in writing.
12. VOLUNTARY SUSPENSION
Any Director who learns that he/she or any corporation or entity within his/her control is the subject or target of any criminal law enforcement investigation must immediately notify the Board of Directors in writing of such fact and voluntarily suspend his/her directorship until such investigation is concluded.
13. ADVISORY BOARD
In addition to the Board of Directors detailed above, the Board of Directors may establish an Advisory Board to provide suggestions to the Board on issues related to the corporation and assist the Board and its members in advancing the mission of the corporation. The Advisory Board will consist of members selected by the President with the advice and consent of the Board of Directors and will meet as determined within the discretion of the Board.
ARTICLE VIII. OFFICERS
1. OFFICERS’ ELECTION AND TERM OF OFFICE
The officers of the corporation shall consist of a President, two or more Vice-Presidents, a Secretary, and a Treasurer. All such officers shall be members in good standing and shall be elected annually at a meeting of the corporation designated for, among other matters, that purpose. Except for the offices of President and Secretary, the same person may hold any two or more offices.
Officers shall be elected for a one-year term, beginning January 1 and terminating December 31 of that year.
All officers, as well as the immediate past President, are members of the Board of Directors.
A. All officers shall serve and hold office for a one-year term, or until their death, resignation, removal, or incapacity. Any officer may be removed at any time, for any reason, with or without cause, by a vote of a majority of the Board of Directors.
B. All officers and employees of the corporation shall have a terminable-at-will relationship with the corporation, unless a different employment relationship is expressly specified in a written employment agreement that is approved by the Board of Directors.
C. In the event an officer is ruled ineligible or unable to serve, is removed, or voluntarily resigns, the vacancy may be filled by majority vote of the Board of Directors (see Article VIII.3). The appointed member will be eligible for election as provided for in Article
D. Should the board determine that an officer or board member is derelict in the performance of their duties, such officer or board member will be advised of the issue and given an opportunity to correct the problem. Failure to correct within sixty (60) days will result in termination from the board by a vote of the majority of the Board of Directors taken by written secret ballot with the liaison officer counting the ballots.
If any office becomes vacant for any reason, the vacancy may be filled by majority vote of the Board of Directors.
4. POWER OF OFFICERS
Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to such office and such duties and powers as the Board of Directors shall from time to time designate and assign to such office. All officers shall perform their duties subject to the directions and under the supervision of the Board of Directors. The President may secure the fidelity of any and all officers by bond or otherwise.
The President shall be the chief executive officer of the corporation. The President shall preside at all Director and member meetings. The President shall see that all orders and resolutions of the Board of Directors are carried out, subject however to the right of the Directors to delegate specific powers (except such as may be by statute exclusively conferred on the President), to any other officer or officers of the corporation. The President shall be ex-officio of all committees.
Leads and facilitates the activities of the organization,
Provides overall implementation of organization purposes and goals
Serves as spokesperson for the organization,
Appoints and/or recruits team leaders,
Calls meetings of the board and the membership
Presides over board and member meetings,
Initiates and guides strategic planning.
6. VICE PRESIDENTS
A. The Vice-President For Operations shall
In the absence or disability of the President, perform the duties and exercise the powers of the President, and
Communicate on behalf of the President or the Corporation
Coordinate the newsletter,
Be the board liaison to the Web site developers,
Facilitates member communication re meetings, projects, and other items, and
Perform such other duties as the President or Board of Directors shall prescribe and assign to him or her.
B. The Vice-President for Membership shall
Serve as chair of the Bylaws Committee.
Lead and coordinate membership services, processing, and benefits, and
Perform such other duties as the President or Board of Directors shall prescribe and assign to him or her
The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall record all votes and record the minutes of all proceedings, and shall perform like duties for any and all standing committees when required. The secretary shall record attendance at board meetings and establish the presence of a quorum. The Secretary shall give or cause to be given notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.
In the absence of the Secretary, or at the direction of the President, the minutes of all meetings of the Directors and members shall be recorded by such person as shall be designated by the President or by the Board of Directors.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He or she shall keep and maintain the corporation’s books of account and shall render to the President and Directors an account of all of their transactions as Treasurer and of the financial condition of the corporation, and exhibit their books, records and accounts to the President or Director at any time. He or she shall disburse funds for capital expenditures as authorized by the Board of Directors and in accordance with the orders of the President, and present to the President for his/her attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized.
The Treasurer shall chair the Budget Committee, and he or she shall perform such other duties as may be directed by the Board of Directors or by the President.
The Treasurer shall prepare any necessary federal or state tax returns and Arizona Corporation Commission filings.
If required by the Board of Directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of their death, resignation, retirement or removal from office, of all hooks, papers, vouchers, money, and other property of whatever kind in their possession or under their control belonging to the corporation.
ARTICLE IX. COMMITTEES
The Board of Directors of this corporation shall appoint an Election Committee, a Budget Committee, a Bylaws Committee, and such other committees as the Board of Directors shall from time to time deem appropriate. These committees are deemed necessary for the conduct of business for this corporation. Their terms of office shall be for one (1) year unless otherwise specified by the President or the Board of Directors.
2. SUPERVISION OF COMMITTEES
All committee action shall be subject to the Board of Directors’ review, control, and direction. The powers and duties of any committee may be changed or modified by the Board of Directors.
The President shall appoint one member of the Board of Directors to serve as a chairperson of each committee.
3. ELECTION COMMITTEE
The President shall appoint an Election Committee consisting of at least three Directors and other such members as the President and the Board shall deem appropriate. Duties of the Election Committee shall include the preparation of a slate of nominees for Director at Large and officers. At least three (3) months prior to the close of the corporation’s fiscal year, the Committee shall begin the process of preparing a slate of officer and board nominees to be submitted to the members for approval at the annual meeting. The Committee’s final slate shall recommend a specific nominee for each officer and Director at Large position to be elected. However, each such slate shall also provide for a write-in selection for each position. Any Board member wishing to be considered for an officer position is encouraged to so advise any member of the Election Committee. The Committee’s slate selection deliberations shall not be influenced by an expectancy of ascension from one officer position to another officer position. Moreover, while officers may be re-nominated for election to their current position, the Committee is encouraged to ensure as much diversity and inclusion as is consistent with the best interest of the corporation.
The Committee will also submit the names of nominees at other Board meetings to fill vacancies on the Board. The Committee will welcome and solicit input from members regarding Board nominees and officer candidate slates.
The Election Committee conducts the election and reports the results to the members.
4. BUDGET COMMITTEE
The Budget Committee, chaired by the Treasurer, plans for the financial support of the corporation. It accounts to the Board of Directors and the members of the corporation by submitting an annual budget for board approval by November 1 each year for the following calendar/fiscal year.
Article written by/or information provided by PCPAA