Full Text
DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 1 of 11 Preamble Be it resolved, that we solemnly pledge ourselves to sustain the officer in the discharge of their duties and hold ourselves bound in honor to conform to and abide by, in every respect, the following Constitution and Bylaws. CHAPTER I: Name and Purpose 1.01 Be it known, this organization shall be registered and known as the Dallas County Sheriff’s Benevolent Association (hereinafter to be referred to as Association) 1.02 The purpose of this Association shall be to promote fellowship and brotherhood among the members of the Dallas County Sheriff’s Benevolent Association and the members of the law enforcement community. It shall also provide support for membership functions, activities and support community service activities. Be it known that we are an exempt charitable organization. 1.03 Upon dissolution of this Association, the remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, scientific purposes or donated to another 501(c)(3) organization. CHAPTER II: Board of Directors 2.01 General Powers. The Board of Directors shall have the general power to manage and control the affairs and property of the Association, and shall have full power, by majority vote of the board, to adopt rules and regulations governing the action of the Board of Directors. 2.02 Number, Election, and Term of Office. The Board of Directors shall consist of 4 members. Each Director shall hold office for a term of one year and thereafter until his successor is elected and qualified. 2.03 Officers. The Board of Directors consists of officers: President, Vice-President, Secretary and Treasurer. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 2 of 11 2.04 Vacancies. In the event of a vacancy in an elected office, the office shall be filled at the next regular business meeting following the resignation or expulsion of said officer. A special election can be called also if necessary. The office will be filled by an election. The elected member shall fill the position until the next regularly scheduled election. The special election will be conducted the same as in section Chapter 7 Section 7.01 of this Constitution. 2.05. Compensation. Directors as such shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses. Members of the association that use their personal vehicles to conduct Association business can be reimbursed a per mile rate as determined by the board. All of these payments must be approved by the board prior to payment being made to the member. 2.06 Association Business. All matters before the Association including but not limited to: donation requests, purchases, expenditures and other business relating to the Association will be conducted by a vote by the board members of the Association. A full membership vote is not needed unless the board decides one would be appropriate. The one exception is a change to the by-laws. 1) All normal purchases related to the ongoing operations of the Benevolent such as pop machines, candy machines and our annual programs do not require a vote from the Board. 2.07 Donations For Hardship. Donations for hardship will be handled on a case by case basis. Cases of hardship will be dependent on how much money the Association has as well as how much money has been given out that year. The amount donated for each occasion will not exceed $100. Each occurrence will need the majority approval from the Board of Directors. At no time shall donations be given out if the Association has less than one thousand dollars in the general fund. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 3 of 11 CHAPTER III: President 3.01 The President shall preside at all business and special meetings of the Association. He/She shall preserve order and shall conduct all meetings in conformity with the Constitution and Bylaws. He/she shall be perform all other duties commonly belonging to the office of the President. 3.02 The President shall be responsible for the efficiency of the Association. He/she shall, at meetings and activities, communicate such information, facts, and remarks as the interest of the Association may require. 3.03 It shall be the duty of the President to decide all points of order that my arise, subject to an appeal, of his/her decision from members of the Association, but on such appeal, a majority of all members, physically present at a regular or special meeting, shall be necessary to reverse his/her decision. 3.04 The President is responsible to enforce the Constitution and Bylaws of the Association to the best of his/her ability. 3.05 The President shall cast a deciding vote in case of a tie vote of the Association. The President is not permitted to vote on regular issues or business. The only exception to this is if one of the other board members cannot be located for their vote. 3.06 The President shall appoint all committee members. The appointed members of the committee will be posted after said appointment by the President. 3.07 The President does not have the power to veto a majority vote on any Association matters. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 4 of 11 CHAPTER IV: Duties of the Vice President 4.01 In the absence of the President, the Vice President shall assume the duties and have the temporary authorities designated to the President as outlined in Chapter V. 4.02 In the event that the office of the President should be declared vacant, the Vice President shall be appointed the office of the President until the next election year or an emergency election is held. The office of the Vice-President shall then be filled according to Chapter 9, Section 9.02 of this Constitution. 4.03 Provide all other lawful services for the Association as required by the President. 4.04 The Vice President does not have the power to veto a majority vote on any Association matters. 4.05 The Vice President will be responsible for the upkeep and maintenance of all Benevolent equipment and machines. He/she will also keep an updated inventory of all equipment and property belonging to the Association including model numbers and serial numbers. He/she will also ensure that all Benevolent equipment and property will remain on the Sheriff’s Office premises unless checked out. 4.06 The Vice President will be responsible for issuing all thank you notes and making sure that those outside persons who help the Association are thanked appropriately. 4.07 The Vice President shall be responsible for all new membership prospects. He/she shall keep a current roster of current and past members. He/she will also assist members with due payment options and how to make them. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 5 of 11 CHAPTER V: Duties of the Secretary 5.01 It shall be the duty of the Secretary to keep written record of all proceedings of the Association, and to transcribe minutes of all meetings. 5.02 It shall also be the duty of the Secretary to: Maintain files of all minutes and other financial actions of the Association. Supply the minutes from the previous meeting at each business meeting, make necessary corrections, and file corrected copies in the appropriate files for safekeeping. Prepare for the transmittal of official correspondences of the Association. Prepare and post a current list of all active members of the Association, including Officers and committee members. Ensure that all special gifts and awards are purchased and delivered as specified in the Association Bylaws. Prepare for transmittal proper correspondence for donations received by the Association. Provide all other lawful services for the Association as requested by the President. Provide each new member of the Association with a copy of the Constitution and By-Laws. Prepare and distribute within thirty (30) working days the previous meetings minutes. Post a notice prior to each meeting, no less than 5 days prior to each meeting. This will be in the form of an email to each member. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 6 of 11 CHAPTER VI: Duties of the Treasurer 6.01 It shall be the duties of the Treasurer to: Collect all money due the Association, giving proper receipts therefore; and keep accurate up to date accounting of all money received. Present to the President every other month, a written list of all bills paid. Present at the meeting a financial report to include all money received and expended during the preceding months since the last meeting, the balance of all funds and accounts. Submit to the President his/her books and official documents at the end of each year for audit, or upon leaving office to enable him/her to make approximate accounting of same. Maintain a stated value inventory of all equipment owned by the Association. Perform any other lawful duties assigned by the President. Apply for, and maintain tax-exempt status as a non-profit organization. 6.02 The Treasurer shall turn over to the President annually all books to be audited. This shall be done the first day of July each year. The audit shall last no longer than two weeks and then all books are to be returned to the Treasurer. 6.03 The Treasurer shall, at the end of the term of office, turn over to the President, all properties and assets, including funds, books, records, keys and passwords to any and all electronic documents belonging to the Association. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 7 of 11 CHAPTER VII: Election of Officers 7.01 The election of officers of this Association shall be annually, and held on the regular meeting in January. The election shall be by written ballot during the meeting by members physically present. They will assume their offices the first day of February. Absentee ballots are not permitted on election of officers. Members must be physically present and in person to be able to vote. The only exception is if the person is on duty for Dallas County, then they can vote via telephone. Only persons that are currently Full members of the Association can be nominated. Nominations can be made in advance. Members nominated must be in good standing and all dues must be current. Only Full Members can hold an office. CHAPTER VIII: Membership 8.01 Categories Membership in this Association shall consist of Full Membership and Associate Membership categories. 8.02 Full Membership Full Membership of this Association shall consist of those employed full time and part time at the Dallas County Sheriff’s Office. These members will be required to pay dues at a minimum of $1 and will have full voting rights. 8.03 Associate Membership Associate members of this Association shall consist of non-employees of the Dallas County Sheriff’s Office. These members will be required to pay dues at a minimum of $1 and will have full voting rights. 8.04 Removal From Office/Association Any member or officer may be expelled from this association for any cause, by a majority vote (51%) of the membership present at any regular business meeting. Any cause is further defined as: Misconduct of any kind. Behavior on personal, Association or employment time that reflects poorly on the Association. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 8 of 11 In the best interest of the Association. The member in question must have been notified in writing, signed by the President, that his/her membership status will be reviewed by the membership. The member in question will be notified of this no less than 7 days in advance at which time the member in question may present his/her case brought before the membership for review and vote. 8.05 Any member wishing to leave the Association may do so by submitting in writing to the President their intentions. All dues will also be canceled. No refunds will be issued for any dues, donations or property given to the Association. If a member leaves the association and wants to rejoin, a vote by the Board must be made to approve the applicant. CHAPTER IX: Amendments – Liability for officers 9.01 Amendments to the Constitution and By-Laws All changes, deletions, additions to the Constitution and By-Laws will only be made by a vote of members physically present and in person at a regular or special meeting. Members not present will not be able to vote absentee on these matters. The Constitution and By-laws are very important and are also the foundation of our Association. Members must be present to change them. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 9 of 11 9.02 Indemnities to Officers Every Officer of the Association shall be indemnified and held harmless by the Association from any costs or expenses that they may incur in any action or suit brought against them regarding any act or deed committed or caused to be done by them while discharging their responsibilities as Officers of the Association, unless such costs or expenses are incurred as a result of their own willful neglect, negligence or default. An Officer is further defined as, President, Vice President, Secretary and Treasurer. Subject to the Articles of Incorporation and the other sections of this Article, the Association will indemnify, to the fullest extent permitted by, and in the manner permissible under, the laws of the State of Iowa in effect on the date hereof and as amended from time to time, any person who was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, association, or other enterprise, against expenses (including attorney fees), judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any action, suit, or proceeding by or in the right of the Association (a “Proceeding”). The Association will advance all reasonable expenses incurred by or on behalf of any such person in connection with any Proceeding within 10 days after the receipt by the Association of a statement or statements from such person requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements will reasonably evidence the expenses incurred by such person and, if such person is an officer or director of the Association, will include or be preceded or accompanied by an undertaking by or on behalf of such person to repay any expenses advanced if it will ultimately be determined that such person is not entitled to be indemnified against such expenses. Costs, charges, or expenses of investigating or defending Proceedings for which indemnity will be sought hereunder may be incurred without the Association’s consent provided that no settlement of any such Proceeding may be made without the Association’s consent, which consent will not be unreasonably withheld. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 10 of 11 CHAPTER X: Meetings 10.01 Regular Business Meetings Regular business meetings of the Association will be held on an as needed basis and shall be posted no less than 5 days prior to the meeting date. 10.02 Special Meetings A special meeting may be called at any time by the president. A special meeting must be called by the President upon written request of at least 51% of all Full members. Such written request must state the purpose or purposes of the meeting and be delivered to the President. 10.03 Order of Business Each meeting shall be held by the following guideline: A. Call to Order B. Attendance C. Approval of Previous Minutes D. Old Business E. New Business F. Officer/Committee Reports G. Final Announcements H. Adjournment All business shall be made by a motion and a second before it can be put up for a vote. A 51% vote shall be required for any business to be considered approved/passed. 10.04 Quorum A quorum is not necessary for any Association matters including Constitution and By- Law matters. Members present at any meeting is considered a quorum. CHAPTER XI: Non-Profit Status 11.01 The Association shall be carried on without purpose of gain for its members. Any and all profits or other gains to the Association shall be used in promoting its objectives. 11.02 The Treasurer of the Association must apply for, and maintain tax-exempt status as a non-profit/charitable organization. ---PAGE BREAK--- DALLAS COUNTY SHERIFF’S BENEVOLENT ASSOCIATION CONSTITUTION AND BYLAWS Date Originated: 10/10/2008 Date Revised: 2/7/2014 Page 11 of 11 This Constitution and By-Laws replaces any previous By-Laws enacted by this Association. This is the official Constitution and By-Laws of the Dallas County Sheriff’s Benevolent Association till such time it is amended. So enacted this 2nd day of February, 2014. President Date Vice President Date Secretary Date Treasurer Date