Original By-Laws Written in 1965
Amended and Revised August 23, 2002
Adopted September 8, 2002
Amended and Revised September 16, 2007
Amended and Revised January 28, 2008
Amended and Revised September 12, 2009
ARTICLE I – PURPOSE
The purpose of this organization is to improve the law enforcement profession in the State of West Virginia, to promote cooperation and coordination between all law enforcement and police management areas through regular organizational meetings and dissemination of interest to accomplish these purposes.
ARTICLE II – MEMBERS
SECTION 1: THIS ASSOCIATION SHALL BE COMPRISED OF TWO CLASSES OF MEMBERSHIP:
(A) Active Members: to be an active member the applicant must be a full time Chief of Police in a city, town or village in the state of West Virginia or must be a full time supervisor in charge of a division, bureau or unit in a city, town or village police department in the state of West Virginia. These applicants must have the endorsement of a Chief of Police who, in turn must be a paid up active member of the Association. A member in good standing, who retires or is eligible for pension at the time of retirement, or has been a member in good standing for a minimum of (4) four years may maintain his active membership and exercise all rights and privileges of active members. This change shall be retroactive from time of passage. Applicants who meet the Chief or Supervisor criteria of city, town or village from a federal and or state law enforcement agency must have the endorsement of a Chief of Police who is an active member of the Association in good standing. (Ammended 9-12-2009)
(B) Associate Members: Associate membership shall consist of such persons as the association in its judgment may see fit to elect because of an outstanding contribution on their part to this profession. Each Associate Member applicant shall be submitted by an active paid member to the Board of Directors for approval.
(A) Each city, state, or federal law enforcement agency shall be entitled
to one (1) vote on each matter submitted to a vote by a member of the Association.
(B) Each Associate Member shall be entitled to participate in the discussion of any
matter being discussed but shall not have voting privileges.
ARTICLE III- MEETINGS OF MEMBERS
SECTION 1: ANNUAL MEETINGS:
An annual meeting of the members shall be held during the month of September each year for the purpose of elective officers and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members called as soon thereafter as conveniently may be in accordance with Section 4 of Article III.
SECTION 2: SPECIAL MEETING:
Special meetings of the members may be called either by the President or the Board of Directors.
SECTION 3: PLACE OF MEETING:
The Board of Directors may designate any place within the State of West Virginia as the place of meeting for any annual meeting or any special meeting called by the Board of Directors, to be ratified by vote of the membership.
SECTION 4: NOTICE OF MEETINGS:
Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, at such meeting, not less than ten (10) nor more than forty (40) days before the date of such meeting., by or at the direction of the President, or the Secretary, or the Officers or Persons calling the meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association with postage thereon prepaid.
SECTION 5: INFORMAL ACTION BY MEMBERS:
Any action required to be taken at a meeting of the Association, or any other action which may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by fifth percent (50%) plus one (1) member of the members entitled to vote with respect to the subject matter thereof.
SECTION 6: QUORUM:
In regular meeting assembled, a quorum shall not be deemed present unless at least seven (7) eligible voting members are present.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1: GENERAL POWERS:
The affairs of the Association shall be managed by its Board of Directors.
SECTION 2: NUMBER, TENURE, AND QUALIFICATIONS:
The Board of Directors shall consist of eight (13) members as follows:
The President elect of the Association shall be a member of the Board and shall act as chairman of the Board. The Vice-President elect of the Association shall be a member of the Board. The Immediate Past President of the Association shall be a member of the Board. All other Past Presidents shall be ex-officio members of the Board without vote unless and only in the number necessary to constitute a quorum. The remaining five (5) members of the Board will be elected at large from the active Association membership. Each member shall hold office until his successor is duty qualified and elected.
The Secretary, Treasurer, Parliamentarian, and Sergeant at Arms are
official voting member of the Board of Directors. (Amended 9-16-2007)
The Chaplin is an official voting member of the Board of Directors. (Amended 1-28-2008)
SECTION 3: REGULAR MEETINGS:
A regular annual meeting of the Board of Directors shall be held without other notice other than this By-Law immediately before, and at the same place as the annual meeting of the members. The Board of Directors may provide by resolution the time and place, within the State of West Virginia, for the holding of additional regular meetings of the Board without other notice than such resolution.
SECTION 4: SPECIAL MEETINGS:
Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place for holding any special meeting of the Board, called by them.
SECTION 5: NOTICE:
Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address shown by the records of the Association. If mailed, such notice shall be deemed to have been delivered when deposited in United States mail in a sealed envelope so addressed, with postage prepaid.
SECTION 6: QUORUM:
A majority of the Board of Directors shall constitute a quorum for the transaction of business of any meeting of the Board.
SECTION 7: MANNER OF ACTING:
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these By-Laws.
SECTION 8: VACANCIES:
Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
ARTICLE V – OFFICERS
SECTION 1: OFFICERS:
The officers of the Association shall consist of a President, a Vice-President, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including a Treasurer and a Secretary as it shall deem necessary. Such officers to have authority and perform the duties as prescribed from time to time by the Board of Directors.
SECTION 2: ELECTION AND TERM OF OFFICE:
The officers of the Association shall be elected annually by the membership, nomination to be made by a committee appointed by the Board of Directors for such purpose. Nominations may also be made from the floor of a meeting of the membership. Each officer shall hold office as long as he is an active member, or until his successor has been duly qualified and elected.
SECTION 3: REMOVAL:
Any officer may be removed by the Board of Directors subject to the approval of the membership.
SECTION 4: VACANCIES:
Any vacancies occurring in the Board of Directors or any other office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5: PRESIDENT:
The President shall be the principal executive officer of the Association and shall in general supervise and control all the business and affairs of the Association. He shall preside at all meetings of the members of the Board of Directors. He may sign, with the Secretary or other proper officer of the Association authorized by the Board of Directors, any instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Association; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.
SECTION 6: VICE-PRESIDENT:
In the absence of the President or in the event of his inability or refusal to act, the Vice- President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECTION 7: IMMEDIATE PAST PRESIDENT:
In the absence of the President and Vice-President or in the event of their inability or refusal to act, the Immediate Past President shall perform the duties of the President, and when so acting shall have the powers of and be subject to all the restrictions upon the President. The Immediate Past President shall perform such other duties as from time to time may be assigned to him by he President or by the Board of Directors. The Immediate Past President shall be a voting member of the Board of Directors.
SECTION 8: TREASURER:
If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever; the deposit of all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws; and in general perform all duties incident to the office of Treasurer and other such duties as from time to time may be assigned to him by the President or by the Board of Directors. The Treasurer shall be appointed and serve at the direction of the Board of Directors.
SECTION 9: SECRETARY:
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are given in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which will be furnished the Secretary by such members; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors. The Secretary shall be appointed and serve at the discretion of the Board of Directors.
SECTION 10: PARLIAMENTARIAN:
The Parliamentarian shall be knowledgeable on the Constitution and By-Laws of the Association and the Order of Robert’s rule. He shall insure that all Association meetings are conducted in proper parliamentary procedures. The Parliamentarian shall be appointed and serve at the discretion of the Board of Directors.
SECTION 11: CHAPLAIN:
The Chaplain will conduct religious exercises as required at meetings of
the Association. The Chaplain shall be appointed and serve at the discretion of the Board of Directors.
SECTION 12: EXECUTIVE DIRECTOR:
The Board of Directors shall have the authority to appoint an Executive Director of the Association, who shall serve at the will and pleasure of the Board. The Board shall develop a position description for said Executive Director which shall include a description of duties, responsibilities, work periods, compensation and such other matters as may be relevant to the position.
SECTION 13: SERGEANT AT ARMS:
It shall be the duty of the Sergeant at Arms to attend all business meetings during its sessions; to aid in enforcement of order, under the direction of the President; to execute commands of the Association from time to time; together with all such process issued by the authority thereof, as shall be directed to him by the President. The Sergeant at Arms shall be appointed by and serve at the discretion of the Board of Directors.
ARTICLE VI – ASSOCIATION COMMITTEES
The President shall have the authority to appoint all committees from the Board of Directors and the membership at large.
SECTION 2: TERM OF OFFICE:
Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 3: CHAIRMAN
One (1) member of each committee shall be appointed chairman.
SECTION 4: VACANCIES:
Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of original appointments.
SECTION 5: QUORUM:
Unless otherwise provided in the resolution of the President designating a committee, a majority of the whole committee constitutes a quorum and the act of the majority of the members present at a meeting at which a quorum is present, shall be the act of the committee.
SECTION 6: RULES:
Each committee may adopt rules for its government not inconsistent with these By- Laws or the rules adopted by the Board of Directors.
ARTICLE VII – CHECKS, DEPOSITS AND FUNDS
SECTION 1: SIGNING:
All checks and drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by the President and the Treasurer.
SECTION 2: DEPOSITS:
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
SECTION 3: GIFTS:
The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequests or devise for the general purpose or for any special purpose of the Association.
ARTICLE VIII – CERTIFICATES OF MEMBERSHIP
SECTION 1: CERTIFICATES OF MEMBERSHIP:
The Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President and by the Secretary. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued thereof upon such terms and conditions as the Board may determine.
SECTION 2: ISSUANCE OF CERTIFICATES:
When any member has been elected to membership and has paid any initiation fee and dues that may be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary.
ARTICLE IX – BOOKS AND RECORDS:
The Association shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors and committees having an authority of the Board of Directors and shall keep at the registered or principal office, a record giving the name and address of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent, or attorney for any proper purpose and at a reasonable time.
ARTICLE X – FISCAL YEAR:
The fiscal year of the Association shall begin on the first day of July and end on the last day of June each year.
ARTICLE XI – DUES
SECTION 1: ANNUAL DUES:
The membership of the Association shall determine the amount of initiation fee, if any, and annual dues payable to the Association.
SECTION 2: PAYMENT OF DUES:
Dues shall be payable in advance on the first day of July in each year. Dues for new members shall be prorated.
SECTION 3: DEFAULT AND TERMINATION OF MEMBERSHIP:
(A) When an active or associate member shall default of dues for a period of forty-five (45) days from which such dues become payable, he becomes delinquent and ceases to be entitled to any of the benefits of the Association.
(B) When an active or associate member is accused of any or convicted of a crime amounting to moral turpitude or a felony, the Board of Directors shall meet and bear the evidence presented and shall render a decision within thirty (30) days either recommending the suspension of, or eviction of, or the innocence of the person being accused. A simple majority of those present is needed for a decision.
(C) A letter of resignation shall be accepted as final with no review or reconsideration from a member under charges.
ARTICLE XII – AMENDMENTS TO BY-LAWS
These By-Laws may not be altered, amended or repealed or new By-Laws may not be adopted unless by a majority of the membership present as provided in the preceding articles.
NOTE: Original By-Laws were written in 1965. These By-Laws were reformatted on 12-09-2001 by C. D. Persinger only alteration was to layouts. They were revised and amended on 08-23-2002 by W. M. Aldridge and adopted by the Association membership body on September 8, 2002. Reprinted by Chief Jerry Pauley, May 2003 only alteration was to layouts. Revised and amended by K. M. Gessler and adopted by the Association membership on September 16-2007. Revised and amended by K. M. Gessler and adopted by the association membership on January 28, 2008. Revised and amended by K. M. Gessler and adopted by the association membership on September 12, 2009.