LATINO PEACE OFFICERS ASSOCATION
TABLE OF CONTENTS
Board of Directors Duties
or Relinquishment of
of Executive Board Members
Records and Reports
of Interest and Compensation
Mission & Vision:
To ensure equal
opportunity in the administration of justice for our members and the
communities we serve through leadership, mentoring, and charitable giving, and
creation of a professional association that provides
support, advocacy, personal and professional development to its members and the
NATIONAL LATINO PEACE OFFICERS ASSOCIATION
Adopted as of _______________,
This organization shall be known as NATIONAL
LATINO PEACE OFFICERS ASSOCIATION, XXXXXX CHAPTER, or NLPOA XXXXX Chapter, a
non-profit corporation, and has established as goals and objectives the
GOALS AND OBJECTIVES
Without limiting in any manner the types of activities
that the Association can conduct under its Articles of Incorporation or the (INSERT
STATE) Mutual Benefit Non-Profit Corporation Law, NLPOA XXXXX Chapter has the
The creation of a brotherhood/sisterhood and unity
amongst the diverse group of peace officers and other law enforcement
professionals, and the extension of the feeling to all those who have common
interest in the advancement of the law enforcement profession.
To make available to the community,
enforcement administrators, governmental bodies, such assistance or expertise
as may be contained within the organization.
The maintenance of liaison and
communication with other mutually concerned agencies and organizations.
actively seek qualified law enforcement aspirants from the Latino and the other
diverse communities and to assist all persons who are interested in a law
To enhance the prestige and
professionalism of our members and the Latino peace officer and to increase our
member's professional development and opportunity.
To provide scholarships for higher education to our youth
to those that are commendable and interested in a law enforcement career.
To sponsor and participate in special and social events
in pursuit of the forgoing objectives as agreed upon by the Executive Board or
To donate from the net proceeds generated by the
Association to meaningful events, organizations and charities in pursuit of the
forgoing objectives as agreed upon by the Executive Board or Membership.
To follow the Association's Bylaws.
DUTIES and RESPONSIBILITIES
The administration of the NLPOA XXXX Chapter
shall consist of no less than three (3) but generally (10) members, who shall
constitute the Executive Board.
shall serve without financial compensation.
The Executive Board shall generally consist
of a President, First Vice-President, Second Vice-President, Secretary,
Treasurer, Parliamentarian, Correspondence Secretary, Historian, Association
Manager and an Immediate Past-President.
If the Immediate Past-President does not wish to serve, the sitting President
may appoint a Director with ratification of the Executive Board.
Subject to the provisions of the (INSERT
STATE) Nonprofit Public Benefit Corporation law and any limitations in the
articles of incorporation and Bylaws relating to action required or permitted
to be taken or approved by the members of this corporation, the activities and
affairs of this corporation shall be conducted and all corporate powers shall
be exercised by or under the direction of the Executive Board.
The Executive Board shall perform any and all
duties imposed on them collectively or individually by law, by the articles of
incorporation, or by these Bylaws; appoint and remove, employ and discharge,
and, except as otherwise provided in these Bylaws, prescribe the duties and fix
the compensation, if any, of all officers, agents, and employees of the
corporation; supervise all officers, agents, and employees of the corporation
to assure that their duties are performed properly; meet at such times and
places as requires by these Bylaws; and register the addresses of members with
the correspondent secretary of this corporation and notify members of meetings
by mail or telegraph at such addresses provided by them.
The Specific Duties of Executive Board members shall include:
The President shall be the Chief Executive Officer of the
preside at all Executive Board and General Membership meetings.
The President shall exercise general supervision
and direction of the Association.
shall also represent this association at all public and official
The President is a member of
all committee and AD-HOC sub-committees and he/she shall be responsible for
referring all matters requiring committee action to the pertinent committees.
There shall be elected a first and second
shall assist the President in the discharge of his or her duties and shall, in
progression, preside in the absence of the President.
The Vice-Presidents shall also perform
additional tasks as deemed necessary by the President.
In the event of the President's inability or
refusal to act, the first Vice-Presidents may act on behalf of the
The Secretary shall perform all functions of the corporate secretary of
a non-profit corporation. He/she shall keep the minutes of all meetings and
furnish the members that were present a copy of the same at the following
At the following meeting, the
Secretary shall present the minute reports for ratification.
Once the reports are ratified, the Secretary
shall as soon as possible make them available to the membership via email
correspondence and to the public via the Association's webpage.
The Secretary shall also be responsible for
the development of an annual summary report outlining the activities.
This report shall be due no later than (INSERT
MONTH & DATE) of each year and shall contain the Association's activities
for the immediate past fiscal year.
The Treasurer shall be responsible for the financial management of the
Association and shall maintain all financial records and shall keep all records
He/She shall furnish the
Association's most current bank statements to the President at least five (5) days
prior to scheduled membership meeting.
The Treasurer shall also create biannually a detailed financial
statement and present it to the Executive Board.
The reports shall annually detail the periods
of January 1st through June 31st, and July 1st
through December 31st.
The Treasurer and
an appointed Executive Board member appointed by the President shall be
responsible for the collection of all dues and accounts receivable and shall
deposit the funds into the appropriate financial accounts. The Treasurer and
the appointed Executive Board member shall also disburse all Association
The Parliamentarian shall be versed in Roberts Rules of Order and
Parliamentary Law. The Parliamentarian shall give advice at meetings and answer
questions of procedure in conducting the business of the Association.
The Correspondence Secretary shall carry
out the correspondence of the Association and assist the committee chairpersons
and the Executive Board with their correspondence.
He/She shall be responsible for the
collection of all membership dues.
The Correspondence Secretary shall
maintain a current, complete and accurate record of all members of this
Association and have their memberships classifications and standings
He/she shall also be
responsible for distributing newsworthy information and items of concern that
might be of interest to the membership at large. (OPTIONAL POSITION)
The Historian shall compile and maintain for the Association a history
of activities, letters, correspondences, news articles, photographs and
memorabilia in which the Association contributed to or participated in.
Immediate Past-President shall be an adviser and consultant for the
Authority of the Executive Board:
The Executive Board, with exceptions
provided elsewhere in these Bylaws, shall conduct all Executive Board business
of this association/corporation by a vote of a quorum.
A quorum of the Board shall consist of no
fewer than 50-percent (50%) of the Executive Board members.
The president shall be included in the quorum
but shall not vote on motions except to break a tie.
For approval of motions, a simple majority
vote shall be required.
Executive Board shall have the authority to ratify disbursements of funds so
long as the business is conducted as outlined in this Article II of these Bylaws,
the business is executed as outlined in these Bylaws, and the business does
breach any duty as defined under
section 5230 of the California Nonprofit Public Benefit Corporation Law.
act or decision done or made by a majority of the Executive Board present at a
meeting duly held at which a quorum is present is the act of the Executive
Board, unless the articles of incorporation or Bylaws of this corporation, or
provisions of the California Nonprofit Public Benefit Corporation Law,
particularly those provisions relating to appointment of committees (Section
5212), approved of contracts or transactions in which a director has a material
financial interest (Section 5233), and indemnification of directors (Section
5238e), require a greater percentage or different voting rules for a matter
approved by the board.
Any action required or permitted to be
taken by the Executive Board under any provision of law may be taken without an
assembled meeting so long as there is a recording of them, such as an email
link or other written correspondence, and the vote was conducted as outlined in
this Article II of these Bylaws.
motion is made via email link or other correspondence, the president shall
acknowledge the motion and set 5-days to vote on the matter.
A quorum as outlined in Article II(A) must be
met for an official vote.
At the end of
the 5-day period, the president shall declare the decision and the action, if
any, at the next official meeting.
recording or documentation of the vote and actions, such as the email link or
other correspondence, shall be made public by the Secretary and attached to the
following meetings minute report.
president shall nominate committee appointments and the Executive Board shall
have the duty to ratify them by a vote as outlined in Article II(A) of these Bylaws.
Executive Board shall have the power to discharge any member appointed to a
committee if the member in question has not performed his/her duties as
outlined in these Bylaws.
The Executive Board may authorize any
officer or agent to enter into any contract or execute any instrument in the
name and behalf of this Association so long as the business is conducted as
outlined in Article II(A) of these Bylaws.
This authority may be general or confined to specific instances; and,
unless so authorized by the Board, no officer, agent, or other person shall
have any power to bind the Association by a contract or render it liable for
any purpose or any amount.
Non-Liability of Executive Board:
The members of the Executive
Board shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.
Indemnification by Corporation of
Board Members, Committee members, Employees, and other Agents:
To the extent that a
person who is, or was, an Executive Board member, Committee member, employee,
or other agent of this corporation has been successful on the merits in defense
of any civil, criminal, administrative, or investigative proceeding brought to
procure a judgment against such person by reason of the fact that he or she is,
or was, an agent of the corporation, or has been successful in defense of any
claim, issue, or matter, therein, such person shall be indemnified against
expenses actually and reasonably incurred by the person in connection with such
If such person either settles any
such claim or sustains judgment against him or her, then indemnification
against expenses, judgments, fines, settlements, and other amounts reasonably
incurred in connection with such proceedings shall be provided by this
corporation but only to the extent allowed by, and in accordance with the
requirements of, Section 5238 of the California Nonprofit Public Benefit
for Corporate Agents:
The Executive Board
may adopt a resolution authorizing the purchase and maintenance of insurance on
behalf of any agent of the corporation (including Executive Board members,
Committee members, employees, or other agents of this corporation) against any
liability other than for violating provisions of law relating to self-dealing
(section 5233 of the California Nonprofit Public Benefit Corporation Law)
asserted against or incurred by the agent in such capacity or arising out of
the agent's status as such, whether or not the corporation would have the power
to indemnify the agent against such liability under the provision of Section
5238 of the California Nonprofit Public Benefit Corporation Law.
Board Members and Committee Members shall serve without compensation.
However, they shall be allowed reasonable
advanced or reimbursement of expenses incurred in the performance of their
duties as specified in these Bylaws.
Executive Board members may not be compensated for rendering services to
the corporation in any capacity other than director unless such other
compensation is reasonable and is allowed under this article.
Any payments to Executive Board members shall
be approved in advance in accordance with this corporation's conflict of
interest policy, as set forth in Article XVI of these Bylaws.
Regarding Interested Executive Board Members:
any other provision of these Bylaws, not more than forty-nine percent (49%) of
the persons serving on the Executive Board may be interested persons.
For purpose of this Section "interested
persons” means either:
Any person currently compensated by
the corporation for services rendered to it within the previous twelve (12)
months, whether as a full or part time officer or other employee, independent
contractor, or otherwise, excluding any reasonable compensation paid to a Board
member as Board member; or any brother, sister, ancestor, descendant, spouse,
brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law
of any such person.
Removal from Office:
An officer of the Association may be
presented to the general membership for removal from office if he/she has
missed two consecutive meetings or if fifty-percent (50%) or more of the full
complement of the Executive Board attest in petition form that the officer in
question is not fully performing his/her duties as specified by the Bylaws of
this Association, or for misuse of official monies or for engaging in
activities otherwise harmful to the Association, or has breached any duty under
section 5230 and following of the California Nonprofit Public Benefit Corporation
The removal must be carried out by
using the procedures given in these Bylaws.
proceedings for the removal of an Executive Board member shall take place
during a regularly scheduled general membership meeting.
After the charges have been presented to the
general membership, the accused officer shall have an opportunity to examine
and answer the charges.
If a two-third
(2/3) vote of the membership in attendance for removal is obtained, the accused
officer will be declared removed from office.
Vacancies on the Executive Board may be
filled by approval of the board or, if the number of board members then in
office is less then a quorum, by (1) the unanimous written consent of the board
members then in office, (2) the affirmative vote of a majority of the board
then in office at a meeting held pursuant to notice or waivers of notice
complying with this Article of these Bylaws, or (3) a sole remaining board
A chairperson of a committee may be removed for the
reasons given in these Bylaws but only a majority vote of the Executive Board
is needed to declare the officer removed from office, or a two-third (2/3) vote
of the membership.
Each director, principle officer, and member of a
committee with governing board delegated powers shall annually sign a statement
which affirms such person;
received a copy of the conflict of interest policy;
read and understands the policy;
agreed to comply with policy; and
the association/corporation is charitable and in order to maintain its federal
tax exemption it must engage primarily in activities which accomplish one or
more of its tax-exempt purposes.
MEMBERSHIP REQUIREMENTS AND CLASSIFICATIONS
There are six (6) categories of
memberships within the Latino Peace Officers Association: Regular Members,
Associate Members, Lifetime Members, Honorary Members, Student Members and
There shall be no
discrimination or restrictions on membership because of race, color, creed,
national origin, gender, age, religion, citizenship or physical handicap.
The Executive Board shall review each
application for initial membership as well as membership renewal applications
to determine the type of membership to grant.
A member in good standing shall sponsor new applicants for membership at
a membership meeting and then the entire membership shall vote to accept or
deny the membership.
Regular, Associate, and Lifetime members
of this Association in order to be recognized by the National and any State
Board of the NLPOA must be a member of this Association in good standing.
Regular membership is available to all
persons actively employed in or retired from any professional position within
the criminal justice system that demonstrates their dedication to the
objectives of the Latino Peace Officers Association.
Professional positions are defined as
Federal, State, County, or Local commissioned peace officers with powers of
arrest as designated by laws of the states of the Union or Federal Government
in which those persons are employed, or, are defined as Federal, State, County,
or Local prosecutors or judges with a license to practice criminal law.
Associate membership is available to
persons who identify with and support the objectives of this Association, so
long as associate memberships do not make up more than twenty percent (20%) of
the membership, as outlined by the National Constitution. Associate Members may
vote and serve as Executive Board and Committee Members but may not hold the
position as President or First Vice-President, as outlined by the National
Lifetime memberships of this Association
shall be for those members who have served this Association and have served as
a National or State NLPOA President.
Honorary membership may bestow upon any
person by the Executive Board that is not a member of the Association but who
has made a measurable and exceptional contribution to the Association and its
membership is available to any person who is enrolled in High School and/or
College and is supportive of the goals and objectives of the Association.
Corporate membership is available to
those corporations that are supportive of the goals and objectives of the
Approval of Corporate membership
shall be the sole responsibility of the National Executive Board.
Membership application shall be made on
the appropriate forms and upon the
recommendations of a regular member in good standing.
The Executive Board shall review all
membership applications and have sole discretion in denying membership in this
Association to a particular applicant that would be detrimental to the aims or
purposes of this Association.
All members shall make prompt payment of
dues, support the NLPOA functions, and at all times conduct themselves in a
professional and responsible manner.
Violation of any part of this subsection may constitute cause to
consider removal from membership.
Final approval of membership shall rest
with the membership present at a general membership meeting by an affirmative
simple majority vote.
The vote shall be
by show of hands.
Persons who become members of the NLPOA XXXX
Chapter shall automatically become members of the National Latino Pease
REVOCATION OR RELINQUISHMENT OF MEMBERSHIP
For the good of the Association and as
a responsibility to the membership, the Executive Board reserves the right to
notice, comment, or otherwise discipline any members of the Association for
conduct or deeds that are in violation of these Bylaws, or the members conduct
reflects poorly on the Association.
Any adverse comments or actions that may
be considered disciplinary shall be initiated after a confidential hearing
conducted by the Executive Board.
Any member wishing to bring to the
Executive Board any allegation of conduct or deeds in violation of the Bylaws
shall do so in the following manner and procedure:
initial allegation shall be in writing fully explaining the situation and
identifying any and all witnesses.
allegation shall be affirmed by the member making the allegation and presented
to the Parliamentarian or Association Manager.
Parliamentarian or Association Manager shall review the document and insure
that the allegation involves a member of the Association.
Parliamentarian or Association Manager shall present the allegations to the
Executive Board who shall review the allegations to insure that if proven true,
a violation of the Associations Bylaws has occurred or that the members conduct
reflected poorly on the Association.
Administration of Hearing:
It is the responsibility of the
Executive Board to determine if a hearing will be conducted and what evidence
will be allowed.
To commence a hearing,
a motion must be made and passed by a majority of the Executive Board as
outlined in Article II(A) of these Bylaws.
If passed, the President or a designee selected by the President shall
preside over the hearing and will not have a vote in the matter except to break
At minimum, five (5) Executive
Board members must adjudicate the matter.
If an Executive Board member is a
witness to the allegation(s), the Board member shall not be part of the
Executive Board panel that adjudicates the matter.
They may, however, be called as a witness.
If a hearing is deemed warranted, the
Executive Board shall investigate the allegation(s) of conduct or deeds in
violation of the Bylaws in the following manner:
accused in question shall be notified of the allegation(s) and then must reply
by writing or request a hearing from the Executive Board within twenty (20)
days of the notification.
reply may automatically result in a finding against him/her.
accuser shall represent themselves or be represented by a Regular or Associate
Member of his or her choice to present evidence to the Executive Board.
The evidence may be in writing or witnesses
can present evidence in person.
Executive Board reserves the right to question the accuser or the witnesses but
the accused shall not be compelled to bear witness on themselves.
The accused shall be afforded the
opportunity to defend themselves and may represent themselves or be represented
by a Regular or Associate Member of his or her choice.
They may present evidence, may question any
witness and may present any witness.
The Executive Board shall take the
evidence and determine if the violation(s) has occurred.
To have a true finding of a violation(s), the
Executive Board must agree with a 2/3-majority vote.
persons directly involved shall be notified of the findings as soon as
The findings of the Executive
Board shall be final and non-appealable, except to the National Executive
This appeal must be initiated
within fifteen (15) days of the adverse notification, as outlined in the
The penalty for any person found in
violation of the Bylaws or had conduct that reflected poorly on the Association
shall include but not be limited to:
Suspension from membership
from office or committee.
Voluntary Relinquishment of Membership:
Any member can relinquish their
membership by notifying an Executive Board member either orally or in writing.
If a member is delinquent of their
membership dues for more than 180-days, it shall be assumed that they have
voluntarily relinquished their membership.
Relinquishment of an Executive Board Member:
An Executive Board
Member, to include the President, may relinquish their position or can be
recalled in the following manners:
Voluntary resignation of an Executive
Board position may be either orally or in writing to any Executive Board
An Executive Board member recall may be
effected upon with thirty (30) days advance notice to the general membership
and upon 2/3-majority secret ballot vote at a special meeting convened for that
A member of the Executive Board may be
removed upon two consecutive absences from a general membership meeting without
proper notification to the Board and good cause.
ELECTIONS OF EXECUTIVE BOARD MEMBERS
Elections for Executive Board positions
shall occur in December of the succeeding odd numbered year.
The President or Executive Board by a
consensus shall select the day of the election.
The President and Executive Board shall
insure that the Association members have been notified of the elections at
least 60-days in advance of the election.
The election process will consist of one
vote per member in good standing.
regular and associate members may cast their votes during the election.
Members in good standing that are
eligible to cast a vote are those members who have paid the annual dues and
have been properly screened and accepted by the membership at least sixty (60)
days prior to an election.
of office for Executive Board Members shall be for two years, from January
through the December of the second year with the newly elected Board assuming
office January 1st.
Nominations for the Executive Board
positions shall be accepted from the floor during the general membership
meetings in October and November of the election year and on election night.
The NLPOA National process for election
of the President and Executive Board members shall be adhered to.
The following are the examples:
The Second Vice-President, Treasurer,
and Secretary shall be designated the official monitors of the election.
In the event one or more of these officers is
a candidate, a replacement for them shall be nominated by the President,
subject to the approval by the Executive Board by a simple majority vote.
On election night, candidates for the
offices of President and Executive Board positions shall have an opportunity to
address the general membership.
The election of officers shall be held
by secret ballot.
The Treasurer and the Secretary, under
the direction of the Second Vice-President (unless they have been replaced),
shall be responsible for collecting and tabulating the secret ballots and shall
report the results to the Executive Board and general membership.
Vacancies occurring between elections
shall be appointed by the President and ratified by way of secret ballots by
the Executive Board.
A majority vote as
outlined in Article II(A) of these Bylaws shall be required for
The President shall be
responsible for collecting and tabulating the secret ballots and shall report
the results to the Executive Board and general membership. The official shall
serve the remaining term.
General Membership, Special Membership
and Executive Board Member meetings may be called by the President or by a
majority vote of the Executive Board.
minimum, there shall be one (1) membership meeting per quarter and two (2)
Executive Board meetings per fiscal year.
No action shall be taken at any meeting unless a quorum exists as
outlined in Article II(A) of these Bylaws.
The time and location of each General
Membership meeting shall be decided upon by the membership.
The location shall be disclosed as soon as
practical and advertised via the minutes and electronic mail at least one (1)
one week in advance of the meeting to insure maximum attendance.
The meeting shall be conducted in an
open forum format chaired by the President and maintained by the Associate
Manager and Parliamentarian. If the President of the Association is not
available, the Vice Presidents in succession shall then preside over the
Members at each meeting shall be afforded
the opportunity to review the agenda prior to it.
Any member desiring to address the
Association may do so.
Meetings shall be conducted under
"Robert's Rules of Order” and Parliamentary procedure shall be adhered to.
Members shall refrain from the consumption of
alcohol during meetings.
Meetings shall be conducted at an
edifice that properly represents the Association.
It shall be at a location easily assessable
to a majority of the membership.
For the protection of the 501(C)(3)
non-profit corporation law, potential political endorsements shall not be
discussed during a General Membership, Special Membership or Executive Board
DUES AND BENEFITS
The yearly dues shall be set by the
Executive Board and ratified by a majority approval of the regular membership.
Honorary, Student and
Corporate memberships shall
not be required to pay dues.
Determination of dues
shall be at a prescheduled meeting selected by the Executive Board.
Yearly dues shall be paid no later than
the 31st of January of each year and will cover the calendar year,
unless automatic payroll deduction is in effect.
The member is delinquent if dues are not
paid by the 15th of April of each year.
A delinquent member shall forfeit all
rights to participate as a voting member of this Association, with said rights
to be reinstated when the member has paid the appropriate dues.
If after 180-days the delinquent dues are not
paid, member's membership will be suspended and a voluntarily resignation shall
be assumed as outlined in Article IV of these Bi-Laws.
benefits of Regular, Associate and Lifetime membership shall include but not
limited to the following:
nominate any eligible and qualified person(s) to hold any position for any open
or vacated position in any office, committee or position within the Association
in any authorized and recognized election of the Association.
vote for any eligible and qualified person(s) in any authorized and recognized
election of the Association.
accept or seek any nomination for any position, office or committee within the
Association in any authorized and recognized election of the Association, except
as prohibited in Article III of these Bylaws.
hold any recognized position, office or serve on any committee within the Association
for the duration of time as set forth by the President and Executive Board,
except as prohibited in Article III of these Bylaws.
address the Executive Board or membership at any general membership meeting
concerning any subject before the Board or membership.
attend any general membership meeting, function, social event and/or seminar
sponsored, presented or otherwise promoted by the Association.
have representation by the Executive Board when appropriate.
enjoy any other benefit as set forth by the membership and/or the Executive
benefits of Honorary, Student and Corporate membership shall include but not
limited to the following:
To hold any committee position within
the Association for the duration of time as set forth by the President and
With the approval of the President or
Executive Board, to address the membership in any recognized membership meeting
concerning any subject before the Board or membership.
To attend any general membership
meeting, function, social event and /or seminar sponsored, presented or
otherwise promoted by the Association.
To enjoy any other benefit as set forth
by the membership and/or the Executive Board.
When a member desires advice and/or
assistance from the Association on problems arising out of their employment,
the member shall be encouraged to present their problem(s) to a member of the
Member Assistance Committee.
the member chooses to he or she may present their problem to any Executive
The complaint must be
written with a request for the Association to investigate the matter.
Investigating the Complaint:
Member Assistance Committee shall be charged with investigating employment
complaints and by a majority vote, they shall decide the course of guidance or
appropriate action and then notify the Executive Board.
The information provided the Board shall be
limited to protect the complainant's identity and privileges if the complainant
so desires. The Committee shall report the recommended course of action or
guidance to the Executive Board within 60-days of receiving the complaint.
Course of Action:
Executive Board by a majority vote as outlined in Article II(A) of these Bylaws
may direct the Member Assistance Committee to provide the guidance or take the
appropriate action that they have recommended or may decide on another
The following are examples:
if the member has exhausted existing mechanisms for solving the
issue(s) with their employer and if they
have not, guide them through the mechanisms.
letter to the complainant's employer describing the nature of the complaint
with a request for
he employer to investigate the alleged violation(s).
Refer the member to the member's
alternate employment association for assistance.
Refer the member to an association
and/or government agency that has the resources to handle the member's problem(s).
the member to an attorney for assistance with the attorney's expenses to
be paid by the member.
Any problem(s) not resolved at the
Chapter level to the satisfaction of the member may be referred to the National
Executives Board's next quarterly meeting at the member's request.
Any member's problem(s) brought before the
National Executives Board shall include in writing the allegation(s) as stated
by the member's employer, the Chapter's recommendation of support/non-support,
and the member's response.
Non-Association members may seek
assistance from the Association for employment grievances but no action shall
be taken unless a majority of the Executive Board as outlined in Article II(A)
of these Bylaws agrees to render assistance. This assistance shall be reserved
for horrific acts such as racial discrimination.
The Following are General Guidelines for the
grievance disclosed tothe Member Assistance Committeeby the complaining
party(hereafter referred to as CP) is very sensitive and often times are
protected information under the Peace Officers Act. Other times, the
information may involve a potential settlement proposal forthe CP, and in
these cases disclosureoutside of the committeecould harm
theCP's chances for settlement. Therefore, it shall be the policy and
practice of the Member Assistance Committeeto handlethe information
provided by the CPwith the out-most confidentiality and discretion.
The Member Assistance
Committeeshall adhere to handling each complaint in a fair
andstandardize manner to protect the rights of the CP and ensure that all
CP's receive equal treatment in the handling of their complaints by the
The Member Assistance Committee shall
maintain a record of the nature of the complaints and attempt toidentify
any common practices by the employerthat would suggest the employer
maintains a policy or practice that discriminates or encourages discrimination.
the event an employer'spolicy or practice appears to suggest
discrimination or the encouragement of discrimination, the Executive Board
send a certified letter to the employerdetailingthe nature of the
discriminatory act and the request for the employer to either take immediate
corrective action or conduct an immediate and fair investigation into the
alleged discriminatory practice(s).
All members of the Member Assistance
Committee shall be nominated to the committee by the President and approved by
of the Executive Board as outlined in Article II(A) of these Bylaws
shall have a minimum of three members.
All members of theMember
Assistance Committee shall act in the best interest of the law and justice and
shall not take bias sides with the employer or the complainant.
All members of the
Member Assistance Committee shall not have a conflict of interest between their
current employmentposition and their participation in the Committee.
Executive Committee of
The Executive Board may, by
a majority vote, designate at minimum two (2) members (who may also be serving
on the Executive Board) to constitute an Executive Committee of the Executive Board
and delegate to such committee any of the powers and authority of the Board in
management of the business and affairs of the Association, except with respect
The approval of any action that, under
law or the provisions of these Bylaws, requires the approval of the members or
of a majority of all the members.
The fillings of vacancies on the Board
or on any committee that has the authority of the Board.
The fixing of compensation of any
employee of the Association.
The amendment or repeal of Bylaws or the
adoption of new Bylaws.
The amendment or repeal of any
resolution of the Board which by itself terms is not so
amendable or repeal able.
The appointment of committees of the
Board or the members thereof.
The expenditure of Association funds
without prior approval by the Board.
The approval of any transaction to
which this Association is a party and in which one or more of the Board members
has a financial interest, except as expressly provided in Section 5233(d)(3) of
the California Nonprofit Public Benefit Corporation Law.
The NLPOA XXXX Chapter shall have the
appointed standing committees:
The PUBLICITY AND COMMUNICATIONS COMMITTEE shall disseminate
information regarding the field of law enforcement consistent with policies and
the objectives of this Association.
shall assist the Correspondent Secretary in relaying pertinent information to
the general membership.
The FINANCIAL REVIEW COMMITTEE shall audit the Association's
They will review
expenditures, make recommendations on fiscal policies, and make a report to the
The COMMUNITY LIAISON COMMITTEE shall establish a means of
communication with the community and other organizations with the objective of
exchanging information and ideas.
The STANDARD OPERATING PROCEDURES AND BYLAWS COMMITTEE shall
review the S.O.P. and Bylaws of this Association and make recommendations of
changes to the Board.
The RECRUITING COMMITTEE shall establish a means of
communication with the community and other organizations with the objective of
recruiting candidates in law enforcement.
The PLANNING COMMITTEE shall make recommendations for short
and long term goals for the Association.
They shall act in an advisory and review capacity to the Executive
The SCHOLARSHIP COMMITTEE shall seek qualified candidates for
the scholarships and make recommendations to the Board.
The MEMBER ASSISTANCE COMMITTEE
shall assist members that report problems arising out of their employment.
They shall act in the best interest of the
complaining party and Association.
By a majority vote of
its members then in office, the Executive Board may at any time revoke or
modify any or all of the authority so delegated, increase or decrease but not
below two (2) the number of its members, and fill vacancies therein with
Association members or of the Executive Board.
The committee shall report its proceeding to the Executive Board at
scheduled meetings from time to time as the Board may require and the
proceedings shall be documented by the meeting minutes.
monies paid to the Association shall be placed in the appropriately established
fund account(s) by the Treasurer or an agent of the Treasurers selected by the
Treasurer shall keep detailed financial reports of all transactions and present
the report to the membership at the membership meetings.
president shall select a committee of two members to conduct semi-annual audits
of the financial statement(s).
ensure the association/corporation operates in a manner consistent with
charitable purposes and does not engage in activities that could jeopardize its
tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at minimum,
include the following subjects:
compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm's-length bargaining.
partnerships, joint ventures, and arrangements with management organizations
conform to the corporation's written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable
purposes, and do not result in inurnment, impermissible private benefit, or in
an excess benefit transaction.
Use of Outside Experts:
When conducting the periodic reviews, the
association/corporation may, but need not, use outside advisors.
If outside experts are used, there shall not
relieve the governing board of its responsibility for insuring periodic reviews
The rules contained in "Robert's Rules of Order” shall govern the
proceedings of this Association, except in such cases as are covered by the
Constitution, Bylaws, and S.O.P. adopted by this Association.
The Parliamentarian shall advise on all
questions of procedure, when so requested by the presiding officer.
dissolution of this Association, any funds remaining shall be forwarded to the
National NLPOA Chapter.
To add, amend or alter a By-Law of this
Association, the Executive Board must prescheduled at least thirty (30) days in
advance a membership meeting and announce to the membership proposed By-Law
At the meeting, the Bylaws of
this Association may then be amended or altered by a majority vote of the
Executive Board as outlined in Article II(A) of these Bylaws, except when a
two-thirds (2/3) majority of the membership oppose the Board's amendment or
RECORDS AND REPORTS
The Association President or designee(s) of
the Presidents shall keep the following records at its principal offices:
Adequate and correct books and records
of accounts, financial reports, checking accounts, depository records and such
other documents designated by the Executive Board.
Minutes in written form of the
proceedings of Executive Board and Membership meetings.
A record of the Association's members,
listing their names, addresses email addresses and the class of membership held
Member's Inspection Rights:
Any member of the Association may
inspect and copy the records of the Association by notifying the President at
least 30 days prior in a written demand on the Association, stating the purpose
for which the inspection rights are requested.
A member's request to inspect records
must be reasonably related to such person's interest as a member.
The person requesting the inspection must be
present during the inspection.
The Association's Parliamentarian shall
keep the original or a certified copy of the Bylaws, as amended to date, which
shall be open to inspection by member's at all reasonable times.
Every Executive Board member shall have
the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind of the Association.
The Board member making the request must be present
during the inspection.
Fiscal year of
The fiscal year of
the Association/Corporation shall begin October 1st and end
September 30th in each year.
CONFLICT OF INTEREST AND COMPENSATION
Purpose of Conflict of
The purpose of this
conflict of interest policy is to protect this tax-exempt corporation's
interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an officer or director of the
corporation or any "disqualified person” as defined in Section 4958(f)(1) of
the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations and which might result in a possible "excess benefit transaction”
as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as
amplified by Section 53.4958 of the IRS Regulations.
This policy is intended to supplement but not
replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
Any Executive Board member, officer, member
of a committee with governing board delegated powers, or any other person who
is "disqualified” as defined in Section 4958(f)(1) of the Internal Revenue Code
and as amplified by Section 53.4958-3 of the IRS Regulations, who is a direct
or indirect financial interest, as defined below, is an interested person.
A person has financial interest if the person
has, directly or indirectly, through business, investment, or family:
ownership or investment interest in any entity with which the corporation has a
transaction or arrangement,
compensation arrangement with the corporation or with any entity or individual
with which the corporation has a transaction or arrangement, or
potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the corporation is negotiating a
transaction or arrangement.
includes direct and indirect remuneration as well as gifts or favors that are
interest is not necessarily a conflict of interest.
A person who has financial interest may have
a conflict of interest only if the appropriate governing board or committee
decides that a conflict of interest exists.
Conflict of Interest Avoidance
connection with any actual or possible conflict of interest, an interested
person must disclose all material facts to the directors and members of
committees with governing board delegated powers considering the proposed
transactions or arrangement.
Whether a Conflict of Interest Exists:
disclosure of the financial interest and all materials facts, and after any
discussion with the interested person, he/she shall leave the governing board
or committee meeting while the determination of a conflict of interest is
discussed and voted upon.
board or committee members shall decide if a conflict of interest exists.
for Addressing the Conflict of Interest:
An interested person may make a presentation
at the governing board or committee meeting, but after the presentation, he/she
shall leave the meeting during the discussion of, and the vote on, the
transaction or arrangement involving the possible conflict of interest.
chairperson of the governing board or committee shall, if appropriate, appoint
a disinterested person or committee to investigate alternatives to the proposed
transactions or arrangement.
exercising due diligence, the governing board or committee shall determine
whether the corporation can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to
a conflict of interest.
more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the corporation's best interest,
for its own benefit, and whether it is fair and reasonable.
In conformity with the above determination,
it shall make its decision as to whether to enter into the transaction or
of Conflict of Interest Policy:
If the governing board or committee has a reasonable cause to
believe a member has failed to disclose actual or possible conflicts of
interest, it shall inform the member of the basis for such belief and afford
the members an opportunity to explain the alleged failure to disclose.
after the hearing the member's response and after making further investigation
as warranted by the circumstances, the governing board or committee determines
the member has failed to disclose an actual or possible conflict of interest,
it shall take appropriate disciplinary and corrective action.
of Board and Board Committee Proceedings:
The minutes of meetings of the
governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to
have financial interest in connection with an actual or possible conflict of
interest, the nature of the financial interest, any action taken to determine
whether a conflict of interest was present, and the governing board's or
committee's decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes
related to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a
record of any votes taken in connection with the proceedings.
A voting member of the governing board who receives compensation,
directly or indirectly, from the corporation for services is precluded from
voting on matters pertaining to the member's compensation.
voting member of any committee whose jurisdiction includes compensation matters
who receives compensation, directly or indirectly, from the corporation for
services is precluded from voting on matters pertaining to that member's
voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the corporation, either individually or collectively, is
prohibited from providing information to ant committee regarding the
approving compensation for directors, officers and employees, contractors, and
any other compensation contract or arrangement, in addition to complying with
the conflict of interest requirements and policies contained in the proceeding
and following sections of this article as well as the preceding paragraphs of
this section of this article, the board or a duly constituted compensation
committee of the board shall also comply with the following additional
requirements and procedures:
The terms of compensation shall be approved by the board or
compensation committee prior to the first payment of compensation.
All members of the beard or compensation committee who approve
compensation arrangements must not have a conflict of interest with respect to
the compensation arrangement as specified in IRS Regulation Section
53.4958-6(c)(iii), which generally requires that each board members or
committee members approving a compensation arrangement between this
organization and a "disqualified person” (as defined in Section 4958(f)(1) of
the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
is not the person who is the subject of compensation arrangement,
or a family member of such person;
is not in an employment relationship subject to the direction or
control of the person who is the subject of compensation arrangement;
does not receive compensation or other payments subject to the
direction or control of the person who is the subject of compensation
has no material financial interest affected by the compensation
does not approve a transaction providing economic benefits to the
person who is the subject of the compensation arrangement, who in turn has
approved or will approve a transaction providing benefits to the board or
board or compensation committee shall obtain and rely upon appropriate data as
to comparability prior to approving the terms of compensation.
Appropriate data may include the following:
compensation levels paid by similarly situated organizations, both
taxable and tax-exempt, for functionally comparable positions.
"Similarly situated” organizations are those
of a similar size and purpose and with similar recourses;
the availability of similar
services in the geographical area of this organization;
current compensation surveys compiled by independent firms;
actual written offers from similar institutions competing for
services of the person who is subject of the compensation arrangement.
As allowed by IRS Regulation 4958-6, if this organization has
averaged annual gross receipts (including contributions) for its three prior
tax years is less that $1 million, the board or compensation committee will
have obtained and relied upon appropriate data as to comparability if it
obtains and relies upon data on compensation paid by three comparable
organizations in the same or similar communities for similar services.
The terms of
compensation and the basis for approving them shall be recorded in written
minutes of the meeting of the board or
compensation committee that approved the
Such documentation shall include:
the terms of the
compensation arrangement and the date it was approved;
the members of the board
or compensation committee who were present during debate on the transaction,
those who vote on it, and the votes cast by each board or committee member;
the comparability data
obtained and relied upon and how the data was obtained;
if the board or
compensation committee determines that reasonable compensation for a specific
position in this organization or for providing services under any other
compensation arrangement with this organization is higher or lower than the
range of comparability data obtained, the board or committee shall record in
the minutes of the meeting the basis for its determination;
if the board or committee
makes adjustments to comparability data due to geographical area or other
specific conditions, these adjustments and the reasons for them shall be
recorded in the minutes of the board or committee meeting;
any action takes with
respect to determining if a board or committee member had a conflict of
interest with respect to the compensation arrangement, and if so, actions taken
to make sure the member with the conflict of interest did not effect or
participate in the approval of the transaction (for example, a notation in the
records that after a finding of conflict of interest by a member, the member
with the conflict of interest was asked to, and did, leave the meeting prior to
a discussion of the compensation arrangement and a taking of the votes to
approve the arrangement);
the minutes of board or
committee meetings at which compensation arrangements are approved must be
prepared before the later of the date of the next board or committee or 60-days
after the final actions of the board or committee are taken with respect to the
approval of the compensation arrangements.
The minutes must be reviewed and approved by the board and committee as
reasonable, accurate, and complete within a reasonable period thereafter,
normally prior to or at the next board or committee meeting following final
action on the arrangement by the board or committee.
The National Latino
Peace Officers Association, XXXX Chapter, shall not directly engage in ANY
political activity, to include participation in the publication or distribution
of political statements, nor intervene in any political campaign on behalf of
or in opposition to any candidate in office.
To do so is in violation of the non-profit corporation laws.
Should the Executive Board or a member have
any question regarding the legality of an anticipated activity, they must
contact the National Board of Directors for advice or directions.
ADOPTION of BYLAWS:
We, the undersigned,
are all of the persons named as the initial Executive Board in the articles of
incorporation of the National Latino Peace Officers Association – XXXX Chapter,
a (INSERT STATE) nonprofit corporation, and, pursuant to the rules of these Bylaws,
agree that the Bylaws were adopted by the Association's membership in
accordance with these Bylaws, and hereby do, adopt the foregoing Bylaws,
consisting of twenty-five (25) pages, as the Bylaws of this corporation
effective ______________, 20XX.
Immed. Past President