INTERNATIONAL HOMICIDE INVESTIGATORS ASSOCIATION, INC. A Pennsylvania non-profit corporation organized pursuant to the provisions of Part II, Subpart C, Article B of the Corporation Laws for the Commonwealth of Pennsylvania BY-LAWS
ARTICLE I. OFFICE
Section 1.01 Principal Office:The principal office of the corporation, for the transaction of its business affairs shall be designated by a vote of the Board of Directors.
Section 1.02 Location of Principal Office: The Board of Directors shall designe and may change the principal office from one location to another within or without the Commonwealth of Pennsylvania provided proper notice is given to the Secretary of State of the Commonwealth of Pennsylvania. Any change of location of the principal office shall be noted by the Secretary on these by-laws in section 1.01.
Section 1.03 Other Offices: The corporation may also have offices at such other places, within or without the Commonwealth of Pennsylvania where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE II - MEMBERS
Section 2.01 The corporation shall have three (3) classes of members as follows:
1. Active Professional Member, including retired professional members.
2. Associate Member
(a) Active Professional Member membership may be conferred on any person who is employed or appointed by a governmental law enforcement agency, including supporting forensic or behavioral science agencies, under the laws of any state or nation, whose duties and responsibilities include the assignment in homicide investigations, or supervision and management of the agency’s latent homicide investigations, Prosecutors/District Attorneys, Medical Examiners, Coroners, Military Police assigned as homicide investigators, fulltime employees of the federal V.I.C.A.P. program and fulltime employees of the National Center for Missing and Exploited Children (NCMEC). Retired law enforcement officers who are employed or appointed as a college or university professors in a criminal justice program or curriculum
1. A member who is an Active Professional Member for two (2) years or more and who, by virtue of promotion, reassignment, retirement, physical disability, or change of employment has ceased to meet the qualifications set forth for active professional membership, but wishes to retain professional member status, may make written application to the Board of Directors for continued Active Professional Membership status within sixty (60) days of such change in status. Application for such status shall contain a statement of the reason for the status change and the reason why the applicant wishes to continue as an Active Professional Member. The Board shall review such application at its next regularly scheduled meeting and shall give weight to the advantages of such continued Active Professional Membership status in the corporation. Upon affirmative vote by sixty (60) percent of the board, such application shall be approved. Upon approval, the applicant shall continue as an Active Professional Member except that a member approved pursuant to this subsection may not seek office in the corporation. If the member requesting continued Active Professional Membership pursuant to this subsection is a current officer or director, the Board may, in its sole discretion, approve retention of the officer or director. The Board may review all such memberships and may discontinue such approval at any time by majority vote of the Board upon giving proper notice of such action to the member.
2. The Board of Directors may confer the designation of President Emeritusand life membership upon a past president who has demonstrated exemplary service to the missions, purposes and principles upon which the association was formed.
(b) Associate membership may be conferred by the Board of Directors upon any person not eligible for Active Professional membership, but qualifies by virtue of training and experience in police or other law enforcement activities, or by other professional attainments in police science or administration. Associate Members shall have all the benefits of membership in the corporation, except the right to hold office or vote.
(c) Student membership may be conferred by the Board of Director upon any person, as a non-voting member, who is currently enrolled in a higher education program and has attained at least 60 academic credits in the fields of behavioral sciences, criminal justice, forensics, law, medicine or any other applicable field of study related to homicide investigations, and who has an interest in the investigation of homicides. Student membership requires the following items to be submitted with an IHIA membership application form:
1. A letter of recommendation from a dean or professor of the higher education program;
2. A certified transcript from the higher education facility.
Section 2.03 Lifetime membership may be conferred upon a member at the direction of the Board of Directors as an honor bestowed upon making significant contributions to the International Homicide Investigators Association or at such time they deem it appropriate
Section 2.04 Applicants shall be admitted to membership in the respective membership classification for which qualified upon making applications; therefore, in writing, payment of annual dues has herein specified and upon final confirmation of such application by the Board of Directors or upon action authorized by unanimous written consent without meeting as defined in Section 4.13.
Section 2.05 Dues
(a) No fee shall be charged for making application for membership in the corporation.
(b) The annual dues payable to the corporation by members of each class shall be in such amounts as may be determined from time to time by resolution of the Board of Directors. The first annual dues shall be payable and submitted in full with the application for membership. Future annual dues shall be payable effective the anniversary date of each membership or such other annual renewal date as the Board of Directors may select. In the event an applicant for membership is not accepted for membership, the entire advance annual dues payment shall be refunded.
(c) Memberships shall be non-assessable.
Section 2.06 RESERVED
Section 2.07 There is no limit on the number of members the corporation may admit.
Section 2.08 The corporation shall keep a membership record containing the name and address of each member. Termination of the membership of any member shall be recorded in the record, together with at the date on which such membership ceased. Such records shall be kept at the corporation’s principal office or at such other office as designated by the Board of Directors.
Section 2.09 No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
Section 2.10 Membership in the corporation is non-transferable and non-assignable.
Section 2.11 (a) The membership of any member of the corporation shall automatically terminate under the following circumstances:
(l) Upon written request for termination delivered to the President or Secretary of the corporation personally or by United States mail, such membership to terminate when the request is delivered personally or deposited in the United States mail; or
(2) Upon the death of the member, provided that such termination shall not relieve the member resigning or his estate, in the event of termination by death, of the obligation to pay any dues or other charges theretofore accrued and unpaid.
(b) The membership of any member who fails to pay his dues when they become due and within ninety (90) days thereafter shall automatically terminate at the end of such ninety (90) day period, provided written dues notice is given and delivered by United States mail or by electronic communication before the anniversary or renewal date that such dues are payable. In the event that such written notice is not given as herein required, then such membership shall automatically terminate for non-payment of dues only if they are not fully paid within ninety (90) days after such written notice is eventually given and delivered to the member in person or deposited in the United States mail, postage prepaid and sent to him at his address as it appears on the books of the corporation.
(c) All rights of a member in the corporation or in its property shall cease on termination of membership as herein provided.
(d) Any member whose membership is terminated as provided in this section may have his/her membership reinstated by filing a written request therefore with the President or Secretary of the corporation or with a director and on approval of the request by a majority of directors present at the meeting at which the request is considered, provided that such request may not be considered at any meeting at which a quorum is not present.
Section 2.12 Suspension of a Member
(a) Any member can be suspended or expelled from this corporation for good cause provided he is given notice of the proceedings against him/her and an opportunity to be heard in his/her own defense, and only after such hearing before the Board of Directors and by the vote of a majority of the directors present at the meeting at which a quorum, as thereinafter defined, is present and the matter heard and not otherwise. Each director or voting member present shall have one vote on the question of suspension or expulsion, and voting by proxy on the question shall not be permitted
(b) Proceedings under this section shall be initiated by resolution of the Board of Directors or, on the failure of the Board to act, by petition signed by at least twenty (20) percent of the voting members of the corporation presented to the President or Secretary of the corporation. On adoption of the resolution or receipt of the petition, as the case may be, the President or Secretary shall schedule the matter to be heard at the next regular or special meeting of the Board of Directors. The Secretary, or other person appointed by the President for this purpose, shall deliver, at least fifteen (5) days prior to the date of the hearing a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States mail addressed to him at his address as it may appear on the books of the corporation. Should the person who’s duty it is to serve the notice, fail or refuse to do so, such copy and notice may be delivered as herein provided by any director of the corporation, or by any member signing the petition where proceedings are initiated by petition, and in such event, the matter shall be heard at the next regular or special meeting of directors at which a quorum is present held not less than fifteen (15) days after the copy and notice are personally delivered or deposited in the United States mail. If a quorum fails to attend such meeting, the matter shall be heard at the next succeeding regular or special meeting, provided however, that if a quorum fails to attend such next succeeding regular or special meeting, the matter against the member shall be dismissed on the ground that failure to secure a quorum at either of two meetings constitutes a tacit vote of the directors against imposition of discipline. Such dismissal of the matter shall be automatic and final, except that the alleged conduct giving rise to the proceeding may be considered in any subsequent proceeding under this section based on future alleged misconduct of the member.
(c) Notwithstanding any other provisions in these By-laws, notice of the meeting at which the hearing is first scheduled or subsequently scheduled must be given to all Directors and required by these By-laws for special meetings of directors.
(d) The hearing shall be informal and shall be presided over by the President of the corporation or other person who shall (1) read the charges against the subject member; (2) require that the charges by verified by the testimony of the person or persons making them; (3) hear any other witnesses against the subject member; (4) allow the subject member to cross-examine each witness following statement in his own behalf; (5) allow the subject member to make a statement in his own behalf; (6) allow the subject member to call witnesses in his own behalf; and (7) allow the directors present, when and as recognized by the chair, and subject to the control of the chair, to question the witnesses after they have been questioned by the subject member.
(e) If a majority of the directors present at the hearing vote to impose discipline but cannot agree on the nature and extent thereof, the discipline imposed shall be a reprimand in letter-form, signed by the President of the corporation. The original letter shall be filed with the minutes of the meeting at which the hearing was held and a copy thereof set by registered or certified mail, return receipt requested, which receipt shall be filed with the original letter, addressed to the member at his address as it appears on the books of the corporation. The vote imposing discipline or dismissing the matter shall in either event be final.
(f) An expelled member shall not be eligible for reinstatement or readmission to the corporation.
(g) “Good Cause” as used herein requires that the member (1) have failed and continues to fail to abide by the Articles of Incorporation or By-laws of the corporation or with the rules and regulations of the Board of Directors; or (2) have committed or is in the course of committing some act or acts prejudicial to the purposes of the corporation.
(h) All rights of a member in the corporation or in its property shall cease on his/her expulsion.
ARTICLE III - MEETINGS OF MEMBERS
Section 3.01 An annual meeting of members shall be held on a month and day of each year as determined by the Board of Directors during the Annual Symposium. At this meeting, election results will be certified and any other proper business may be transacted.
Section 3.02 Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with these by-laws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and the hour of the meeting and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting. The notice of any meeting at which elections occur shall include the names of all persons who are nominees for office when notice is given.
Section 3.03 Subject to the provisions set forth in the Articles of Incorporation, special meetings of members may be called by the President or a majority of the Board of Directors of the corporation; and shall be held at such time and place within or without the Commonwealth of Pennsylvania, as may be ordered by resolution of the Board of Directors.
Section 3.04 Written or printed notice of the time and place of any meeting of members shall be delivered personally to each member entitled to vote, or sent to him/her by United States mail, postage prepaid, or by electronic communication, at least ten (10) days but not more than ninety (90) days prior to such meeting. If notice is given by mail and the notice is not mailed by first class or bulk rate mail, such notice shall be given not less than twenty (20) days before the meeting. If sent by mail or by electronic communication, the notice shall be addressed to the member at his address as shown on the books of the corporation and shall be deemed given at the time it is deposited in the mail or delivered to the electronic address of the member. The notice shall be given by the Secretary or other person designated by the President or, on the neglect or refusal of the person charged with such duty to do so, by any director or member of the corporation who, for the purpose of giving such notice, shall have made available to him at the principal place of the corporation during regular business hours the membership books.
Section 3.05 The transactions of any meeting of members however called and noticed, are as valid as though a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present.
Section 3.06 Those members present at a membership meeting shall constitute a quorum for transaction any business of the corporation.
Section 3.07 When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for less than thirty (30) days it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which the adjournment is taken.
Section 3.08 The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 3.09 (a) All Active Professional Members shall be entitled to vote on matters presented for membership consideration, and each member shall be entitled to one vote. Voting at a duly held meeting shall be by voice vote, except as otherwise expressly provided in these By-laws. Election of officers, however, shall be by ballot, as further provided in these By-laws.
(b) Notwithstanding the provisions of Paragraph (a) hereof, any vote, including the election of officers, shall be conducted by U.S. mail in such manner as the Board of Directors shall determine.
(c) No single vote shall be split into fractional votes.
(d) Every member entitled to vote may case one vote in the election of each officer elected by the voting membership and cast one vote in the election of each Regional Director.
(e) Members entitled to vote shall have the right to vote only in person. Proxy voting shall not be permitted.
Section 3.10 (a) Meetings of members shall be presided over by the President of the corporation or in his absence, by the Vice-President, or in the absence of both, such officer or director selected by the President or Vice President. The Secretary of the corporation shall act as Secretary of all meetings of the members, provided that in his/her absence the presiding officer shall appoint another person to act as Secretary of the meeting.
(b) Meetings shall be governed by Robert’s Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these By-laws, with the Articles of Incorporation of this corporation or the law.
Section 3.11 (a) In advance of any meeting of members, the Board of Directors may appoint any person or persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the presiding officer of any such meeting may, and on the request of any voting member, appoint inspectors of election at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more voting members, the majority of voting members present shall, by voice vote determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the presiding officer.
(b) The inspectors of election receive votes, ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all members. The inspectors shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as practical.
(c) If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.
(d) On request of the presiding officer or of any voting member, the inspectors shall make a report in writing of a challenge or question or matters determined by them, and execute a certificate of any fact found by them. Any report of certificate made by them is a prima facie evidence of the facts stated herein.
ARTICLE IV BOARD OF DIRECTORS
Section 4.01 (a) The corporation shall have a maximum of fourteen (14) voting directors and officers and may have as many non-voting directors as the Board may appoint from time to time as provided for in these by-laws. Collectively they shall be known as the Board of Directors. The number of directors may be changed as provided in Section 10.02 of these by-laws. Except as otherwise provided by these by-laws, the directors of the corporation shall have all voting rights, interests, and privileges afforded Board of Director membership.
(b) There shall be four (4) directors elected to a two year term in each of four geographic regions elected by the members in that region.
Eastern Region: Kentucky, Ohio, West Virginia, Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, District of Columbia
Western Region: Alaska, Western Canada, Arizona, California, Colorado, Hawaii, Idaho, Nevada, Oregon, Utah, Washington, Wyoming, Mexico
Northern Region: Eastern Canada, Iowa, Kansas, Missouri, Minnesota, Montana, Nebraska, North Dakota, South Dakota, Wisconsin, Illinois, Indiana, Michigan.
Southern Region: Arkansas, Louisiana, New Mexico, Oklahoma, Texas, Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Caribbean
(c) Vice President for Education & Training: The Vice President for Education & Training shall be responsible to coordinate the development of all training programs for the association, and who shall be a voting member of the Board of Directors. The Vice President for Education & Training shall be appointed by the Board for a two year term, and shall serve as a voting member of the Management Committee.
(d)Cold Case Coordinator:The Cold Case Coordinator shall be responsible to coordinate the development of training, research and grants for the association relating to all aspects of the cold case initiative. The Cold Case Coordinator shall be appointed by the Board for a two year term, and shall be a voting member of the Board.
(e)Membership and Website Coordinator: The Membership and Website Coordinator shall be responsible for all technical aspects of the IHIA website, membership assimilation, membership communication and maintenance of the membership database. The Membership and Website Coordinator will work with the Treasurer and Regional Directors with the technical aspects of the annual training symposium and any regional training events which occur. The Membership and Website Coordinator shall be appointed by the Board of Directors to a two-years term, and shall be a voting member of the Board.
(f) The Board of Director may appoint one or more law enforcement officers (agents), supervisors or civilian employees of the Federal Bureau of Investigation (FBI) or other branches of the Department of Justice to be a non-voting member of the Board of Directors to represent the interests of his/her agency. Any person appointed as a Board member to such position shall not serve on any committee of the Board that has responsibilities for Association finances, audits or have any other fiduciary responsibilities in the Association whatsoever, including, but not limited to, participation in any discussions on any management or financial affairs of the Association before the Board that are inconsistent with the provisions of the Standards of Conduct for federal officers or employees of the Department of Justice or FBI or directives from his/her immediate supervisor or agency.
(a) The executive officers of the corporation shall be the President, who shall attain office by progression for a two year term, and the Vice-President (excluding the Vice President for Education and Training), who shall attain office by election for a two (2) year term.
(b) The Secretary shall be an officer of the corporation and shall be appointed by the Board of Directors to serve a two-year term. The Secretary shall be a voting member of the Board, except as otherwise provided in these by-laws.
(c) The Chief Financial Officer shall be an officer of the corporation anda voting member of the Board of Directors, appointed by the Board of Directors. The appointed Chief Financial Officer of the corporation shall serve a two (2) year term, unless otherwise extended by the Board of Directors.
(d) The Immediate Past President shall be an officer of the corporation; a voting member of the Board of Directors; shall serve as an advisor to the President; and shall perform such other duties as may be assigned by the President or the Board of Directors.
Section 4.03 The words “directors”, “officers” and “Board” as used in the Articles of Incorporation of this corporation or in these By-laws in relation to any power or duty requiring collective action means “Board of Directors”.
Section 4.04 The procedure for nomination of the Vice-President and Regional Director of the corporation is as follows:
(a) Nomination for the office of Vice President and Regional Director will be submitted to the Secretary in writing by a member in good standing, other than the nominee. The Secretary will verify that the nominee meets all qualifications for office as prescribed by these By-laws. The nomination must contain the nominee’s name, the office to which the nominee wishes to run, and a written summary of his/her experience and qualifications for election.
(b) There shall be one (1) office that will go to the full membership for election: Vice President. Regional Directors shall be nominated by a member in good standing within the respective region and elected by the membership in their respective region.
(c) Nominations will be accepted from January 1 through April 1 of the appropriate election year. No nominations will be accepted after April 15 of the appropriate election year. The government postmark will be the determining factor for meeting the time requirements set forth herein.
Section 4.05 Voting Members
The Secretary will prepare an official ballot listing all qualified nominees. An accurate record to be maintained as to the number of ballots issued will be maintained by the Secretary for one (1) year after the election. This ballot will be placed in the custody of the local Postmaster as to ensure delivery on or about June 15 of the appropriate election year.
The ballot will contain sufficient postage to insure return mail at no cost to the voting member. The ballot must be received by the Secretary no later than thirty (30) days prior to the date of the annual meeting of the members. The ballot mailed to each voting member will be accompanied by or include a list of instructions concerning the methods for completion and date of return.
The Secretary, on receipt of returned ballots, will secure them unopened. The Secretary will release the sealed ballots to the duly appointed Chairman of the Election Committee at the next annual meeting of the membership. The Election Committee shall be no less than two (2) members of the Board of Directors appointed by the Board.
Section 4.06 Subject to the limitations contained in the Articles of Incorporation, the directors shall exercise the powers of the corporation, control its property, and conduct its affairs, except as otherwise provided by laws.
Section 4.07 Duties of Directors: It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these By-laws.
(b) Appoint and remove, employ and discharge, and except as otherwise provided in these By-laws, prescribe the duties and fix the compensation if any, of all officers, agents, and employees of the corporation.
(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are properly performed.
(d) Meet at such times and places as required by these By-laws.
(e) Require that special meetings of members be called whenever and as often as they deem necessary and whenever demanded by the required number of members as in these By-laws provided.
(f) Register their physical and E-mail addresses with the Secretary of the corporation, and notices of meetings mailed or e-mailed to them at such addresses shall be valid notice thereof.
Section 4.08 Any Active Professional Member of the corporation who has paid his/her current dues is qualified to be elected an officer as provided in these By-laws, and may remain qualified as long as the member’s dues do not become delinquent.
Section 4.09 Terms: The term of office for each officer and director shall be for a period of two years from the date of taking office.
Section 4.10 Advisory Board Members
(a) There shall be no more than ten (10) members, appointed by Board of Directors for two (2) year terms. The Advisory Board shall advise the Board of Directors regarding training and education issues and membership development.
(b) To the extent possible, at least one (1) Advisory Board Member should be appointed from each of the following investigative disciplines:
1. Homicide Investigator or Commanding Officer
2. Forensic Scientist
3. Prosecutor or Member of the Judiciary
4. Medical Examiner or Coroner
(c) The Advisory Board Members shall serve (2) year terms and may be extended by the Board of Directors. They will serve at the pleasure of the Board. They may be removed by a vote of the majority vote of the Board of Directors. The Chairman of the Advisory Board shall serve as a member of the Board of Directors.
Section 4.11 Election: Officers shall be confirmed at the annual meeting as defined in section 3.01 or by mail in such manner as may be determined by the Board of Directors, and the candidates receiving the highest number of votes shall be elected. Officers shall take office at the conclusion of the annual conference/symposium. Appointed officers shall be eligible for re-appointment without limitation on the number of terms they may serve, provided they continue to meet the qualifications for their office.
Section 4.12 Meetings:
(a) Meetings shall be held at a convenient location as recommended by the President or Executive Director with the consent of the directors and officers.
(b) The Secretary of the corporation, or other person designated by the President, shall deliver written or printed notice of the time and place of meetings of the Board to each director personally, or by United States mail, or via Internet mail at least 14 days prior to the meeting.
(c) Special meetings of the Board of Directors may be called by the President or a majority of the officers and directors.
(d) The transactions of any meeting of the Board, however called and noticed, are valid once proper notice of the meeting is made and as long as the meeting provides for a quorum. Board members may be provided with the opportunity to waive notice, consent to the meeting. All waivers, consents, approvals, must be filed with the Secretary and made part of the minutes of the meeting.
(e) Except as otherwise expressly provided in these By-laws, or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present. The only motion, which the Chair shall entertain at such meeting, is a motion to adjourn.
(f) All meetings of directors shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with the law.
(g) Meetings of the Directors shall be presided over by the President of the corporation, or in his absence by the 1stVice-President and 2ndVice-President respectively, or in the absence of either, by a chairman chosen by a majority of the directors present. The Secretary of the corporation shall act as Secretary of the Board of Directors. In case the Secretary is absent from any meeting of Directors, the presiding officer may appoint any person to act as Secretary for that meeting.
(h) A Quorum shall consist of a majority of the directors and officers of the corporation.
Section 4.13 Actions of the Board: Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these By-laws require a greater number.
Section 4.14 Actions without Meeting: Any action required or permitted to be taken by the Board of Directors under any provision of these by laws may be taken without a meeting, if all members of the board shall individually or collectively consent to such action. Such consent or consents shall be filed with the Secretary and included with the minutes of the proceedings of the Board. Such action by consent shall have the same force and effect as the unanimous vote of the Directors.
Section 4.15 Removal: The entire Board of Directors, or any individual director, may be removed from office at any time by the vote of a majority of the voting members of the corporation. If any or all directors are so removed, new directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed directors. If a new director is not elected at such meeting, the vacancies created by the removal shall be filled as provided in Section 4.16 hereof.
Section 4.16 Vacancies:
(a) Vacancies of Board of Directors shall exist; (1) on the death, resignation, or removal of any Director; (2) whenever the number of directors authorized is increased; and (3) on failure of the members in any election to elect the full number of directors authorized.
(b) The Board of Directors may declare vacant the office of a director; (1) if he/she is declared of unsound mind by an order of the court, convicted of a felony or commits any act detrimental to the corporation (2) if within sixty (60) days after notice of his election he does not accept the office in writing or by attending a meeting of the Board of Directors.
(c) Vacancies caused by the death, resignation or disability of a director or directors, or by his or their removal as provided in these By-laws, or by an amendment of the Articles of Incorporation or by these By-laws increasing the number of directors authorized shall be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director.
(d) If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, either the Board or the voting members may elect a successor to take office when the resignation becomes effective.
(e) A majority of the voting members of the corporation may elect a Director at any time to fill any vacancy not filled by the directors as provided in paragraphs (c) and (d) of this section. Should the office of all directors become vacant and there is consequently no director left to fill vacancies, the vacancies shall be filled by a majority of the voting members of the corporation at the regular or special meeting called for that purpose at which a quorum is present.
(f) A person elected director to fill a vacancy as in this section provided shall hold office for the unexpired term of his predecessor, or until his removal or resignation as in these By-laws provided.
(g) A reduction of the authorized number of directors does not remove any director prior to the expiration of his term of office.
Section 4.17 Director Liability: The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 4.18 Director, Officer, Employee Indemnity: Should any person be sued, either along or with others, because he is or was a director, officer, or employee of the corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his/her duties or out of any alleged wrongful act against the corporation or by the corporation, indemnity for his reasonable expenses, including attorney’s fees incurred in the defense of the proceeding, may be assessed against the corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if: (1) the person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court; and (2) the court finds that his conduct fairly and equitable merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney’s fees, incurred in the defense of the proceeding as the court determines and finds to be reasonable.
ARTICLE V – OFFICERS
Section 5.01 The officers of the corporation shall be the President, Vice President (excluding the Vice President for Education and Training), Secretary and Treasurer (CFO). The Immediate Past President shall also serve as an officer of the corporation.
Section 5.02 The corporation may also have, at the discretion of the Board of Directors, one or more additional officers as may be appointed in accordance with the provisions of Section 5.05 of this article, except as otherwise provided in these By-laws, who shall have no voting powers on the Board of Directors.
Section 5.03 No person may hold more than one elected office in the corporation.
Section 5.04 Any officer or board member may be removed for cause, by the Board of Directors at a regular or special meeting of the board and such officer that is removed shall cease to be qualified for office as provided in these By-laws. Any officer or board member may resign at any time by giving written notice to the Board of Directors or to the Secretary of the corporation. Any such resignation shall be effective on the date of receipt of such notice or other time or at any later time specified herein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. For the purpose of this section, “for cause” is defined as meaning any act or omission of misfeasance, malfeasance, criminal act, or any other act or omission that places the association or its reputation in jeopardy with any public agency, law enforcement community, or the general public.
Section 5.05 The Board of Directors may appoint such other agents as it deems desirable and such agents shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 5.06 RESERVED
Section 5.07 Vacancies in an Office:
(a) Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors for the unexpired portion of the term. In the event of a vacancy in any office, other than that of President, Vice-President, the vacancy shall be filled temporarily by the Management Committee until such time as the Board shall fill the vacancy. Vacancies occurring in any office of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
(b) In the event that the Management Committee is unable to identify and nominate a member qualified to hold office in the corporation as required by these By-laws, an Active Professional Member, in good standing, may be appointed to fill the vacant office until the expiration of the current term of office, who may thereafter seek election to that office. Preference for any such appointment to fill the unexpired term of an officer should be given to a current member of the Board of Directors.
Section 5.08 Executive Director:
The Executive Director shall be the General Manager of the corporation, subject to the controls and mandates of the Board of Directors, and supervise and control the affairs of the corporation. He/she shall perform all duties incident to this office and such other duties as may be required by law, by the Articles of Incorporation of the corporation, by these By-laws, or other duties as prescribed from time to time by the Board of Directors. The Executive Director shall report to the Board of Directors and is required to carry out the responsibility of the business affairs of the corporation under the direction the Board of Directors.
Section 5.09 President:
The President shall preside at all meetings of the members and directors and he/she shall represent the Board regarding the management of the affairs of the corporation through the Executive Director. The President shall be an ex-officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President, except as provided for in these By-laws. The President shall chair the Site Selection Committee.
Section 5.10 Vice-President:
The Vice-President (excluding the Vice President for Education and Training) shall, in the absence of the President or in the event of his/her inability or refusal to act, shall perform all duties of the President, and when so acting shall have all powers of, and be subject to all restrictions on the President. The Vice-President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these By-laws, or as may be prescribed by the Board of Directors. The Vice President shall serve as liaison between the Advisory Board and the Board. Immediately following the Symposium, the Vice-President shall assume the office and duties of the President.
Section 5.11 RESERVED
Section 5.12 Regional Directors.
Pursuant to the provisions of section 4.01 (b) of these By-laws, there shall be four (4) Regional Directors who shall attend all board meetings, and such other meetings called by the President or the board. Regional Directors shall be responsible for the following duties and responsibilities.
Serve as the regional representative of the association for their respective region.
Monitor the membership status of their region. Pursue and provide membership information to non-member agencies and individuals within their region.
Encourage and promote training programs conducted within their region and elsewhere, as appropriate.
Attend and assist the board and symposium host committee at the annual training symposium.
Provide a written quarterly report of the status in their region and membership solicitation efforts to the board and executive director and at any designated meeting of the board. (Jan.-Apr.-Jul.-Oct & at annual symposium board meeting.)
Contact select members within their respective region to foster rapport to enable better networking in each state in the region to solicit new members.
Establish an electronic database/e-mail distribution list in their respective region to include all latent investigative law enforcement officers, prosecutors and medical examiners and such others described in section 2.02(a) of these By-laws to enable better dissemination of membership solicitation efforts.
Perform such other duties and responsibilities as the board may assign from time to time.
Section 5.13 Secretary:
The Secretary shall:
(a) Certify and keep the original, or a copy, of these By-laws as amended or otherwise altered to date.
(b) Keep a book of minutes of all meetings of the directors and members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at the meetings of directors, the number of members present or represented at general membership meetings, and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions of these By-laws or as required by law.
(d) Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these By-laws.
(e) Keep corporation membership records containing the name and address of each member, and, in case where membership has been terminated, he shall record such fact in the records together with the date on which membership is ceased.
(f) Exhibit at all reasonable times to any director of the corporation, or to his agent or attorney, on request therefore, the By-laws, the membership records, and the minutes of the proceedings of the directors and of the members of the corporation.
(g) Exhibit at all reasonable times to any voting member, or to his agent or attorney, on written demand therefore for the purpose reasonably related to the interests of such member, the By-laws and the minutes of meetings of the directors or of the members, and shall exhibit said records at any time when required by the demand of ten (10) percent or more of the voting members of the corporation.
(h) In general, shall perform all duties incident to the Office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these By-laws, or which may be assigned from time to time by the Executive Director or the Board of Directors.
Section 5.14 Chief Financial Officer (CFO):
Subject to the provisions of Article VII of these By-laws, the Chief Financial Officer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories.
(b) Cause to be received moneys due and payable to the corporation from any source whatever, unless otherwise directed by the Board of Directors.
(c) Cause to be disbursed the funds of the corporation in accordance with directives of the Board of Directors, seeing to the taking proper vouchers for such disbursements.
(d) Cause to be kept and maintained adequate and correct accounts of the corporation’s properties and business transactions, disbursements, gains, and losses.
(e) Cause to be exhibited at all reasonable times the books of account and financial records of the corporation to any director of the corporation or to his agent or attorney, on request therefore.
(f) Cause to be exhibited, at all reasonable times to any voting member, his agent, or attorney, on written demand therefore, for the purpose reasonably related to the interests of such member, the books of account and financial records of the corporation and shall exhibit said records at any time when required by the demand of ten (10%) or more of the voting members of the corporation.
(g) Render to the Executive Director and members of the Board of Directors, whenever requested, an account of any or all of the transactions completed as Chief Financial Officer and of the financial condition of the corporation.
(h) Prepare, or cause to be prepared, and certify the financial statements and tax documents included in the annual report to members.
(i) In general, perform all duties incident to the office of the Chief Financial Officer and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these By-laws, or which may be assigned from time to time by the Board of Directors.
Section 5.15 Compensation: Officers and other members of the Board of Directors shall serve without compensation, except that they shall be allowed and paid their actual and necessary expenses incurred in attending meetings of the Board of Directors or in the conduct of association business.
ARTICLE VI – STANDING COMMITTEES
Section 6.01 The Board of Directors may create one or more Standing Committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board of Directors. Any committee that does not exercise the authority of the Board may be comprised of non-board members.
(a) The following shall be Standing Committees of the Board of Directors: the Site Selection and Conference Planning Committee; Awards and Scholarships Committee; Budget Management Committee; Education and Training Committee; By-Laws Committee, Grants and Legislative Committee, Audit Committee, and Membership Committee. The Executive Director shall serve as an ex officio member on all committees.
(b) The duties, responsibilities, composition, and chairperson of each Standing Committee shall be set forth in the Policy and Procedures Manual, when developed, or by these By-laws.
Section 6.02 Management Committee:
The President, Vice-President, Immediate Past President, Executive Director (ex officio), Chief Financial Officer, Vice President for Education and Training, and Secretary shall constitute the Management Committee and shall have full power to act on behalf of the corporation between regular Board of Directors meetings in all matters requiring attention of the corporation and to oversee all projects of the corporation. If the Secretary is a law enforcement officer or civilian employeesof the FBI or other DOJ component, he/she shall remain subject to the restrictions set forth in section 4.01(c) above which would allow such an appointed officer to perform only ministerial functions for the corporation. (the Secretary may perform the duties set forth in sec.5.13). The Management Committee may meet in person at a place designated by the President or by means of electronic/telephonic conferencing provided no less than two (2) days prior notice is given to the members of the committee. The Secretary shall keep minutes of all meetings of the Management Committee. The President shall report to the full Board of Directors at the next meeting any and all actions taken by the Management Committee which actions may be modified by the Board of Directors.
Section 6.03 Reserved
ARTICLE VII – EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 7.01 The Board of Directors, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
Section 7.02 Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by such person or persons as the Board of Directors may designate from time to time.
Section 7.03 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as directed by the Board of Directors.
Section 7.04 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VIII – CORPORATE RECORDS, REPORT, AND SEAL
Section 8.01 The corporation shall keep at its principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and all meetings of members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, certification of a quorum at any meeting and the proceedings thereof.
Section 8.02 The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Section 8.03 Upon request of an assessor, the corporation shall make available at its principal office or at a place mutually acceptable to the assessor and to the corporation a true copy of business records relevant to the amount, cost, and value of property, subject to local assessment, which it owns, claims, possesses, or controls with the county of record.
Section 8.04 The books of account shall at all reasonable times be open to inspection by any director. Every director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.
Section 8.05 The books of account, and the minutes of meetings of the directors, members, and Management and Standing Committees shall be open to the inspection on the written demand of any voting member at any reasonable time, for a purpose reasonably related to the interests of the member, and shall be exhibited at any time when required by the demand, in writing or made orally at a meeting, of ten (10) percent or more of the voting members of the corporation. Such inspection other than a members’ meeting shall be made in writing to the President or Secretary of the corporation.
Section 8.06 Annual Reports
(a) The Board of Directors shall cause an annual report to be sent or made available to the members and directors within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:
(1) Assets and liabilities, including the trust funds of the corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds.
(3) The revenue and receipts of the corporation, both unrestricted and restricted to particular purposes.
(4) The expenses and disbursements of the corporation for general and restricted purposes.
(b) The annual report shall be accompanied by any report on it of independent accountants, or if there is no such report, by the certificate of an authorized officer of the corporation that such statement is prepared without audit from the corporation’s books and records.
(c) This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided however, that the information specified above for inclusion in any annual report must be furnished annually to all directors and to any member who requests it in writing.
Section 8.07 Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be affixed to all corporate instruments, but failure to affix it shall not affect validity of any such instrument.
ARTICLE IX – FISCAL YEAR
Section 9.01 The fiscal year of the corporation shall begin on the first day of July and end on the last day of June of each year.
ARTICLE X – BY-LAWS
Section 10.01 These By-laws shall become effective immediately on their adoption. Amendments to these By-laws shall become effective immediately on their adoption unless the Board of Directors, in adopting the amendments as hereinafter provided, provide that they are to become effective at a later date. Any change to the By-laws, not affecting the voting or office rights of the membership, may be done by the Board of Directors without membership vote.
Section 10.02 (a) Subject to the limitations contained in the Articles of Incorporation of this corporation and to any provisions of law applicable to the amendment of By-laws by the Commonwealth of Pennsylvania, these By-laws, or any of them, may be altered, amended, or repealed and new by-laws adopted, as follows:
(1) Subject to the power of the Board to change or repeal them by the vote of a majority of directors present at any special or regular meeting of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the By-laws is delivered to each director at least seven (7) days prior to the date of such meeting, or by the written consent of all directors without a meeting;
(2) By the vote or written assent of a majority of members entitled to vote after approval by the Board of Directors.
Section 10.03 Certification of By-Laws
The original, or a copy of the By-laws, as amended or otherwise altered to date and certified by the Secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation or at such place as designated by the Board of Directors, and such book shall be opened to inspection by members at all reasonable times.
ARTICLE XI – NOTICES
Section 11.01 For the purpose of these By-laws, requirements for notice to any person or entity as required by these By-laws shall also include notice by express mail service, facsimile communication and electronic mail to the sender. Any such communication shall contain a verifiable date of transmission and receipt.
ARTICLE XII – INVESTMENTS
Section 12.01 The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided however, that no action shall be taken by or on behalf of the corporation if such action is prohibited transaction under Section 4941 through 4945 of the Internal revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
ARTICLE XIII – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 13.01 No member, director, officer, employee, or other person connected with this corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the corporation in effecting any purposes as shall be fixed by resolution of the Board of Directors and no such person or persons shall be entitled to share in the distribution of and shall not receive any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntarily, the assets of the corporation after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE XIV – DISTRIBUTION OF INCOME AND PROHIBITED TRANSACTIONS
Section 14.01 Notwithstanding any other provision in these By-laws, the corporation shall be subject to the following limitations and restrictions:
(a) The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954.
(b) The corporation shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Cord of 1954.
(c) The corporation shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954.
(d) The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954.
(e) The corporation shall not make any taxable expenditures, as defined in Section 4954 (d) of the Internal Revenue Code of 1954.
ARTICLE XV – CONSTRUCTION
Section 15.01 As used in these By-laws:
(a) The present tense includes the past and the future tenses, and the future tenses include the present.
(b) The masculine gender includes the feminine and neuter.
(c) The singular number includes the plural and the plural number includes the singular.
(d) The word “shall” is mandatory and the word “may” is permissive.
(e) The words “officers”, “directors” and “Board” have the meaning stated in Section 4.03 of these By-laws.
These Amended By-laws were reviewed and approved by the Board of Directors at a meeting of the Board regularly called.
Wayne R. Koka
By-laws Revised/12-08-04/Revised 5/12/05/Revised 7-1-05/.Revised 7-30-05/Revised 9-15-07/PJM/Revised 1-28-09/PJM/Revised
8-15-09/Revised 12-14-10/PJM/Revised 8-10-10/ Revised 7-30-11/Revised 8-3-11/Revised 12-3-13/Revised 4/1/15PJM/Revised 8/15/15