ARTICLE I
Membership
Section 1. The following shall be eligible for membership based upon the below membership categories in this Corporation:
General Membership
1. All persons who are members in good standing of the Iowa Peace Officers Association, (aka-Iowa Chiefs of Police and Peace Officers), the predecessor of this Corporation, as shown by the books of the Secretary/Treasurer of said Association, on the day of the date of this Corporation becomes a body corporate under the laws of the State of Iowa.
2. Persons regularly employed as Peace Officers as defined in Iowa Code section 801.4.
3. Federal Law Enforcement Officers.
4. Railway and Express Company Police Captains, Lieutenants and Special Agents, who have control of the supervision of protection of their companies within the State of Iowa.
5. Reserve Peace Officers certified by the Iowa Law Enforcement Academy per Iowa Code, Chapter 80D.
Associate Member (Non-Voting)
- Any person of good character and standing or any reputable business who wishes to support this Corporation and its causes.
Section 2. Application for membership in this Corporation shall be made to the Secretary/Treasurer of said Corporation. Such application shall contain information which will definitely establish the applicant’s eligibility for membership in this Corporation and shall be accompanied the dues for the first year of membership, unless otherwise directed by the Board of Directors. This fee and dues will be returned in case the applicant is not accepted to membership.
Section 3. It shall be the duty of the Secretary/Treasurer to investigate the applicant for membership of anyone desiring to become a member of this Corporation. He shall make inquiry as to the applicant’s qualifications and secure any other information he may deem necessary or pertinent and refer such application and a report of his investigation thereon to the Board of Directors. The Board of Directors may review such applications and the report of the Secretary/Treasurer thereon and shall determine whether the applicant qualifies for membership in this Corporation. If the Board of Directors determines that the applicant qualifies for membership in this Corporation, it shall proceed to elect the applicant to membership in this Corporation.
If the Board of Directors finds that the applicant does not qualify for membership in this Corporation, the applicant shall be rejected and the moneys accompanying such application shall be refunded to the applicant.
Section 4. Only general members have full membership privileges having the ability to attend, make motions, and vote at business meetings and receive death or other benefits of this Corporation. All other memberships are associate non-binding memberships.
Section 5. Every person who shall have served as President of the Board of Directors of this Corporation, or of the Iowa Association of Chiefs of Police and Peace Officers, the predecessor of this Corporation, and who shall have served at least one full term as the term as the President of either thereof, for the remainder of his/her life without the payment of any dues, assessments or charges therefore and, as such shall be deemed for all purposes to be a member in good standing of this Corporation pursuant to the provisions of the Articles of Corporation and by-laws of this Corporation and shall be fully entitled to all rights and privileges thereunto pertaining, provided, however, that such person may be dropped from the membership in the Corporation or his membership may be canceled in accordance with the provisions of Sections 3 and 5 of Article III of these by-laws.
ARTICLE II
Dues and Fees
Section 1. The fees for membership in this Corporation shall be recommended by the Board of Directors and approved by the members of the Corporation at the Annual Meeting. Dues are payable the first day of September, 1985 and each first day of September thereafter. The Board of Directors, by majority vote, may waive the membership fees.
Section 2. If dues are not paid within sixty days after they become due, the member shall be declared delinquent and shall be dropped from membership and shall not be entitled to or receive any of the benefits of membership of this Corporation, provided, however, that if any member of this Corporation in good standing enter the Armed Forces of the United States during the time of war or other National emergency he shall be carried as a member in good standing without payment of dues. Any member of this Corporation in the Armed Forces of the United States shall be carried only to the termination of the fiscal year following the cessation of hostilities of the termination of such other National emergency by not less than six months.
Section 3. Any member of this Corporation who becomes delinquent and has been dropped from membership in said Corporation may be reinstated by a majority vote of the Board of Directors, or after all dues which are in arrears have been paid.
Section 4. The Board of Directors may recommend rules and fees for the establishment of lifetime memberships which must be approved by the members of the Corporation at the Annual Meeting. Such paid up lifetime memberships shall entitle the member to all rights and benefits of the Corporation.
ARTICLE III
Conditions of Membership
Section 1. Any person who is over fifty-five (55) years of age or who has failed to become a general member of this Corporation within five (5) years after becoming eligible for membership therein may submit application; however, such membership shall not include the Death Benefit. Under special circumstances, the Board of Directors, in its discretion may be a majority vote, waive this provision and grant an unrestricted membership.
Section 2. Any general member of this Corporation with less than fifteen (15) years of continuous membership, in this Corporation who resigns, transfers, or is discharged or removed from such employment as qualifies him for membership in this Corporation, except those who become retired from such employment shall at the time of such resignation, transfer, discharge or removal, shall be automatically dropped from membership in this Corporation, provided, however, that any such general member holding Civil Service or other statutory rights in the Police Department in which he is employed shall not be considered for the purpose of this section, as being discharged or removed from such employment until such discharge or removal is affirmed by a Civil Service Commission or other body having jurisdiction, unless such discharged or removed person fails to appeal his discharge or removal within the time limit specified by law for filing such appeal or within thirty days after such discharge or removal, if no time limit be so specified.
Section 3. No one shall be admitted to membership in this Corporation who has been convicted of a felony. Any member of this Corporation convicted of a felony shall at the time of such conviction be automatically dropped from membership in this Corporation, provided, however, that such membership shall be reinstated if the Supreme Court or Court of Appeals of the State of Iowa refuses to confirm such conviction in the event an appeal is taken there from.
Section 4. No one may become a member of this Corporation, except in accordance with the provisions of the Articles of Corporation and the by-laws of this Corporation.
Section 5. The Board of Directors shall make appropriate investigation of any disrupting activity of any member or members of this Corporation accused of being disloyal to this Corporation or its objects and purposes, and it shall be the duty of the Board of Directors of this Corporation upon finding by it, after notice in such writing to such person so accused and public hearing on such charges before and by said Board of Directors, that such member has been disloyal to the objects and purposes of the Corporation or has engaged any activities disrupting or inimical to the best interests of this Corporation, to instruct the Secretary/Treasurer to refuse to accept the membership dues and to forthwith cancel the membership of such individuals in this Corporation.
Section 6. The Board of Directors shall have the power to revoke the membership of any person at any time who is found to be ineligible for membership in this Corporation.
ARTICLE IV
Board of Directors
Section 1. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.
Section 2. The Board of Directors shall consist of 8 people to include the President and Vice President. Ever effort should be made to provide that Board of Director's membership is based upon representation of all population and aspects of the Iowa Law Enforcement Community. No more than two Board of Directors may serve from any one law enforcement agency.
Section 3. The Board of Directors shall be elected by a majority vote of the members at the Annual Meeting. Directors shall be appointed to serve a two year term and are permitted to serve successive terms. See Article IV, Section 10 for filling a Board position if a resignation occurs.
Section 4. Any member of the Corporation who has been a member in good standing for at least two years, except associate members, shall be eligible to hold an office of Director in this Corporation.
Section 5. In the filling of any vacancy in any office of the Corporation, a majority vote of the Directors present and voting at a duly called meeting of the Board of Directors shall elect, provided, notice of the filling of the vacancy is given to each Director in writing not less than three days preceding the date of such meeting. In the absence of such a notice, an affirmative vote of a majority of the Board of Directors shall be necessary to elect.
Section 6. The Board of Directors shall meet preceding to or upon adjournment of each Annual Meeting of this Corporation and at other times upon the call of the President or upon the request of three members of the Board of Directors.
Section 7. Special meetings of the Board of Directors may be called at any time by the President by giving notice of the time, place and purpose of such meeting in person or in writing to the members of the Board of Directors not less than three days before the date of such meeting, and shall be called by him/her at any time upon request therefore by any three of the Directors and, in case of his neglect or refusal to call such a meeting within three days of when so requested, any three of the Directors may join in a call of such a meeting of the Board of Directors and such meeting, when so called by giving notice of the time, place and purposes of such meeting in person or in writing to each Director not less than three days before the date of such meeting, shall be the same as though called by the President.
Section 8. The Board of Directors shall have and exercise all of the powers and authority over the affairs of the Corporation between Annual Meetings of the members of the Corporations, except with respect to such power and authority as may be otherwise delegated not inconsistent with the Articles of Corporation and the by-laws of this Corporation, by duly adopted resolution of the members of the Corporation in Annual Meeting duly assembled.
Section 9. The Board of Directors may not modify any action taken by the general membership of the Corporation at the Annual Meeting duly assembled unless specifically authorized by these by-laws.
Section 10. Any Director may resign at any time by delivering written notice to the President, the Board, or the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the Directors (see Article VII Section 2). The Director elected to fill a vacancy shall be elected for the unexpired term of the Director's predecessor in Office.
Section 11. Directors shall make every effort to attend all meetings of the Corporation including Board Meetings, Annual Meetings, and any Special Meetings called by the Directors. A Director who fails to take part in three consecutive meetings without prior arrangements will result in a status review by the Board of Directors. The review may result in the removal from the Board by an affirmative vote of a majority of the Board of Directors.
ARTICLE V
Officers
Section 1. The Officers of this Corporation shall consist of the President, Vice President, and Secretary/Treasurer. Any current Board member having completed at least one full term (two years) on the Board of Directors is eligible to serve as President or Vice President.
Section 2.The President shall be appointed by the Board of Directors by nomination and majority vote. The President will serve a two year term unless removed by a motion and majority vote of the Board of Directors. Upon completion of a Presidency, the President shall serve in the position of Past President for two years. The President shall appoint a Vice President that will serve as such during the President’s term.
Section 3. The President, with the approval of a majority of the Board of Directors, shall name and appoint from the general membership a chair and co-chair for the following committees: Communications/Publications, Finance/Membership, By Laws, Legislative, and Conference and Training. The President may appoint additional committee as the need arises with direction and assistance by the Board of Directors.
The Secretary/Treasurer shall be appointed by the Board with a majority of the Board and hold an indefinite term as an employee of the Corporation unless or until removed by a majority vote of the Board of Directors.
Section 4. A President may be appointed for no more than two consecutive terms for a total of 4 years as President.
Section 5. The Board of Directors will replace any vacancies of President or Secretary/Treasurer with a nomination and a majority vote of the Board of Directors.
Section 6. The principal duties of the President shall be to preside at the meetings of the members of the Corporation and the Board of Directors and to have general supervision of the business affairs of the Corporation, subject to the supervision and direction of the Board of Directors, and to perform such other duties as the Board of Directors may from time to time direct.
He shall sign on behalf of this Corporation all contracts and other instruments in writing which have been first approved by the Board of Directors.
He shall have general charge and supervision of all the Officers and employees of the Corporation, and, in all cases where the duties of the subordinate officers and agents of the Corporation are not specifically prescribed by the by-laws or by the Board of Directors, such officers and agents shall be governed by the orders and instructions of the President.
Section 7. The principal duties of the Vice President shall be to discharge the duties of the President in the absence or disability of the latter and he shall have such other powers and perform such other duties as shall be prescribed by the Board of Directors.
Section 8. In the absence or disability of the President and the Vice President, the Past President shall discharge the duties of the President. If the absence or disability of the President last longer than 60 days, the Board of Directors may elect by nomination and majority vote a new President.
Section 9. The principal duties of the Secretary/Treasurer shall be to countersign all instruments in writing executed in behalf of this Corporation and to keep a record of the proceedings of the meetings of the members and the Board of Directors of this Corporation to safely and systematically keep all books, papers, records and documents belonging to the Corporation or in any wise pertaining to the business of the Corporation. The Secretary/Treasurer shall also perform the following duties:
1. Keep an accurate record of all members and of the beneficiaries named by them.
As soon after the first of November as is possible, the Secretary/Treasurer shall notify those who are in arrears in the payment of dues that they are delinquent and that they are to be dropped from membership. He/she shall report to the Board of Directors on or before the first day of January, the names of all members delinquent in the payment of dues as of the first day of the month of November preceding and he shall report to the Board of Directors the names of any member becoming ineligible for membership in the Corporation as soon as he shall have knowledge of the same.
2. Actively assist with any program of the Corporation for the improvement of the laws and the enforcement thereof and shall attempt from time to time, to determine the opinion of the membership relative thereto and shall report the findings in this report at the Annual Meeting of the members for their consideration.
3. Assist in the planning of trainings conducted for Peace Officers under the sponsorship of this Corporation, including the Annual Meeting and trainings of the Corporation.
4. Furnish a certificate of membership to all persons elected to membership in the Corporation.
5. Submit at each Annual Meeting a report in writing of his official acts during the year preceding the convention. He shall perform such additional and different duties as from time to time shall be imposed or required by the Board of Directors.
6. Keep and account for all moneys, credits and property of the Corporation which shall come into his hands and to keep an accurate account of all moneys received and disbursed and proper vouchers for moneys disbursed and to render such accounts, statements and inventories of moneys received and disbursed and of money and property on hand and generally of all matters pertaining to this office as shall be required by the Board of Directors.
7. Issue and sign all checks drawn on the Corporation’s funds. He/she shall furnish monthly, to each Board Member, a statement of all receipts and expenditures and the balance of all corporate funds and shall prepare a financial statement for presentation at the Annual Meeting.
8. Perform such additional or different duties as from time to time shall be imposed or required by the Board of Directors.
All amendments to the Articles of Corporation, or the by-laws, or legislative actions, shall be presented electronically or in writing to the Secretary/Treasurer as well, at least 45 days prior to the Annual Meeting of each given year, and the Secretary/Treasurer in turn shall at least 20 days prior to the Annual Meeting of each given year, furnish to all members
Section 10. The Secretary/Treasurer shall receive for their services a salary as determined and fixed by the members of the Corporation at the Annual Meeting and the amount of salary shall continue until changed, except the Board of Directors may reduce, but not increase, the salary as established at the Annual Meeting.
Section 11. In addition to the above enumerated powers and duties, the officers of this Corporation shall have and exercise the powers and duties generally as provided in Robert’s Rules of Order not inconsistent with the provisions of these by-laws or resolutions of the Board of Directors.
ARTICLE VI
Committees
Section 1. The President shall appoint two members of this Corporation who, together with the Secretary/Treasurer of this Corporation as Chairman shall act as a Credentials Committee. This Committee shall examine the register of the of the Annual Meeting and determine who of those registered are members in good standing and entitled to vote and hold office.
Section 2. The Executive Committee will be made up of the President, Vice President, Past President, Secretary Treasurer, and the chairs from the Finance/Membership, Legislative, Conference/Training, Communications, and By-Laws Committee. The Executive Committee is authorized to conduct the day to day operations of the Board of Directors and will report to the Board of Directors of this Corporation.
ARTICLE VII
Annual Meetings
Section 1. The Board of Directors shall hold a Annual Meeting each year with a notice of such meeting communicated electronically or in writing to the general membership that will include date, time, and location of the meeting no less than 30 days nor more than 60 days prior to this meeting. This meeting may include or be a part of other training or social events sponsored by the Board of Directors.
Section 2. Directors shall be elected by a majority vote of the members present at the Annual Meeting. Any Director appointed during the year by the Board to fulfill an unexpired term shall be ratified by general membership by a majority vote of members present (see Article IV, Section 10). During the Annual Meeting other business may be transacted when properly presented at such a meeting.
ARTICLE VIII
Authorized Expenditures
Section 1. All the expenses of the Annual Meetings and training sessions and all other authorized expenditures shall be paid from the general treasury of the Corporation.
Section 2. All necessary and reasonable expenses, plus a mileage allowance, as established by the Board which is not to exceed the rate set by the State of Iowa for all official travel, shall be paid to the members of the Board of Directors for every meeting they are called upon to and do attend. Appointed Committee Members may be reimbursed for the meetings they are called upon and do attend subject to Board approval by majority vote.
Section 3. The Board of Directors may make or authorize the making of all expenditures reasonable and necessary for the Board member attendance at any event or conference.
Section 4. The Board of Directors may make or authorize the making of all expenditures reasonable and necessary for the proper promotion and conducting of any event this Corporation may sponsor.
Section 5. The Board of Directors, generally, shall be limited to the expenditure of not to exceed the sum of two thousand (2000.00) dollars for any one particular purpose unless otherwise authorized by the Articles of Corporation or by the by-laws of this Corporation or by a resolution duly adopted by the members of this Corporation at the Annual Meeting duly assembled.
Any expenditure of over two thousand (2000.00) dollars must have the affirmative vote of majority members of the Board of Directors who are present at any board meeting and a report of the expenditure must be made at the next Annual Meeting.
The Executive Committee is authorized to make expenditures necessary for the day to day operation of the Corporation, to include liability insurance for the Association that may exceed the $2,000 spending limit. Any expenditure in excess of one thousand dollars ($1000.00) shall not be done without full approval of the Board of Directors.
Section 6. No member of the Board of Directors or any member assigned to a committee of this Corporation will receive any compensation from this Corporation for duties and work carried out for this Corporation. This does not include the Secretary/Treasurer or other positions set out by the board of directors with the status of Corporation employee. This also does not include due reimbursement or upfront expense payments to board and committee members for expenses occurred and as set out by other sections within these by-laws.
ARTCICLE IX
Death Benefits
Section 1. The Secretary/Treasurer of this Corporation, upon authoritative information of the death of any member in good standing, shall pay to such beneficiary as has been named by such member, a sum of money in such an amount as from time to time shall be fixed by the Board of Directors, but not in excess of the amount of five hundred dollars (500.00), as a donation to assist in the defrayment of the expenses of the burial of such deceased member.
ARTICLE X
Fiscal Year
The Fiscal Year of this Corporation shall be from September 1 to August 31, next, both dates inclusive.
ARTICLE XI
These by-laws shall not be amended except by a three-fourths vote of the members of the Corporation present and voting upon the proposal for amendment at Annual Meeting of the Corporation. No amendment to these by-laws shall be voted upon unless the amendment has been presented electronically or in writing to the Secretary/Treasurer of the Corporation at least 45 days prior to the day on which the vote thereon is taken.
