HOT SPRINGS VILLAGE CITIZENS POLICE ACADEMY
ALUMNI ASSOCIATION

BYLAWS

ARTICLE I. NAME

The name of this organization shall be the Hot Springs Village Citizens Police Academy Alumni Association (HSVCPAAA), hereinafter known as the Association, a nonprofit organization, under section 501(c)(3) of the Internal Revenue Code.

ARTICLE II. OBJECT (PURPOSE)

The object of this charitable Association is to support the efforts of the Hot Springs Village
Police Department to improve the general welfare of our residents, by dedicating resources for meaningful positive community outreach and awareness.

ARTICLE III. MEMBERSHIP

Section 1. Classes of Members. There shall be two classes of members, annual and lifetime.

      A.            To qualify for annual membership an individual shall have completed the Citizens Police Academy and make a yearly minimum contribution of an amount set by the Board of Directors.
      B.            To quality for lifetime membership, an individual shall have completed the Citizens Police Academy and make a one-time contribution of an amount set by the Board of Directors.
      C.            Exceptions to the qualifications as described in A and B may be allowed at the discretion of the Board and approved by the Hot Springs Village Police Chief. (Amended Oct. 17, 2016 to add this item.)

Section 2. Termination, expulsion or suspension. The board may suspend or expel a member for any conduct or action which is embarrassing, misrepresentative or disruptive to the Association or to the Hot Springs Village Police Department. Membership will be forfeited after notice of nonpayment of the minimum yearly contribution set by the Board of Directors.

Section 3. Limitations on use of membership lists. Unless consent is given by the Board of Directors, the Association membership list is to be utilized by board members only and restricted for use related to Association interests.

ARTICLE IV. GENERAL MEMBERSHIP MEETINGS

Section 1. Regular meetings. Regular meetings shall be held no less than four (4) times per year at a time and place determined by the Board of Directors.

Section 2. Annual meeting. One regular meeting will also be designated the annual meeting and shall be for the purpose of electing officers and for the transaction of any other business which may come before the meeting.

Section 3. Special meetings. Special meetings may be called by the President at any time or may be called on written request of five (5) voting members. Notification of time, place and business which may properly come before these meetings must be sent to the membership at least five (5) days before the date of these meetings.

Section 4. Meeting notice. Notice of regular and special meetings may be by electronic means unless otherwise requested by the member.

Section 5. Quorum. A simple majority of the Board of Directors and ten (10) regular members in good standing shall constitute a quorum.

ARTICLE V. BOARD OF DIRECTORS

Section 1. Size. The size of the Board of Directors shall be determined by the Board, but shall not be less than five (5) members nor exceed nine (9) members.

Section 2. Composition. The President, President-elect, Secretary, Treasurer, Past President and one to four at-large directors shall compose the Board of Directors. One of the at-large directors will hold the position of membership chairperson.

Section 3. Eligibility. To be eligible to serve on the Board of Directors, a candidate shall be a member in good standing. Spouses and first generation relatives may not serve on the Board at the same time.

Section 4. Election and term of office. The officers of the Association shall be elected at the annual membership meeting.

      A.            The President and President-elect shall serve for a term of one (1) year or until their successors are elected and have assumed office.
      B.            All other directors shall serve a term of two years or until their successors are elected and have assumed office. The Secretary shall be elected in odd-numbered years; the Treasurer shall be elected in even-numbered years. At-large positions 1 and 3 shall be elected in odd-numbered years, and at-large positions 2 and 4 in even-numbered years.
      C.            Officers and directors shall assume office at the close of the annual meeting.
      D.            Any part of a term in excess of six (6) months shall be considered a full term. No Board member may serve in the same position for more than two consecutive terms unless approved by the board.
      E.            No individual shall hold more than one elected office at a time except as defined in Section 6.
      F.            Proxy voting is not permitted.
Section 6. Vacancy in office. In the case of a vacancy in the office of President, the President-elect shall become President. A vacancy in the office of President-elect shall be filled by a special election of the membership. In the case of a vacancy of another Board position, the remaining Board may elect by majority vote a successor, even if less than a quorum, to complete the unexpired term of office.

Section 7. Regular meetings. Regular meetings of the Board of Directors shall be held monthly, at a time to be determined by the Board.

Section 8. Special meetings. Special meetings may be called at any time by the President or by any two (2) directors. Notification of time, place and business which may properly come before these meetings must be sent to Board members at least three (3) days before the date of these meetings.

Section 9. Quorum. Five (5) members of the Board shall constitute a quorum.

ARTICLE VI. OFFICERS, DIRECTORS, AND DUTIES

Section 1. Duties of officers. Each officer shall perform the duties as set forth in these Bylaws, the Policy Manual and in the adopted parliamentary authority.

      A.            The President shall preside at all meetings of the Association and the Board of Directors; may appoint all committee chairpersons with the approval of the Board
of Directors at its first meeting following the annual meeting and all committees not provided herein; be general executive officer; be authorized to sign checks; conduct correspondence; give all notices required of meetings; and be ex-officio member of
all committees except the nominating committee.
      B.            The President-elect shall serve as President the year following the term of office as President-elect. The President-elect shall serve as chairperson of the nominating committee; shall assist the President in the general administration of the Association; shall keep current the Policy Manual; and in the absence of the President shall preside at Board and membership meetings.
      C.            The Secretary shall keep a permanent record of all proceedings of the meetings of the membership and Board of Directors; be responsible for custody of the corporate books, records and files; and perform such other duties as may be required by the President or the Board of Directors.
      D.            The Treasurer shall perform all duties incident to the office, including the preparation of a budget to be presented for approval of the Board at the first Board meeting following the start of the fiscal year; keep a record of all such financial accounts and shall provide a report to the Board quarterly or when requested; maintain an official list of members; perform such other duties as may be required by the President or the Board of Directors.

Section 2. Duties of the Directors. The board of Directors shall have the powers and duties necessary or appropriate for the administration of the affairs of the Association. All powers of the Association, except those specified, granted or reserved to the members by law, the Articles of Incorporation, or these Bylaws, shall be vested in the Directors.

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1. Nominating committee. The nominating committee shall be composed of five (5) members: the President-elect as chairperson, the immediate Past President, and three (3) members selected from the general membership.

Section 2. The slate. The nominating committee shall nominate at least one (1) candidate for each eligible Board position. The slate shall be sent to the membership no later than one month prior to the election.

Section 3. Election. Elections shall be by ballot at the annual meeting, unless there is but one (1) nominee for each office; then election may be by voice. A simple majority vote elects.

ARTICLE VIII. INDEMNIFICATION, NONLIABILITY AND COMPENSATION OF BOARD OF DIRECTORS

Section 1. Nonliability. To the fullest extent permitted by current Arkansas nonprofit laws, no member of the Board of Directors shall incur any personal liability for any act or omission, including breach of fiduciary duty, made or committed while serving as a member of the Board.

Section 2. Indemnification. To the fullest extent permitted by current Arkansas nonprofit laws, the Association shall indemnify its Officers and Directors against any liability incurred in any proceeding brought against them by reason of their acts, services or status for or on behalf of the Association. Such indemnification shall include all legal fees, costs and expenses reasonably incurred in defense of such a proceeding, but only if the Association is first afforded the opportunity and declines to provide such a defense at its expense.

Section 3. Compensation. The members of the Board of Directors shall not receive any remuneration for their services as Board members.

ARTICLE IX. COMMITTEES

The Board shall have the power to appoint such additional committees and their chairs as may be required to fulfill the goals of the Association, except as otherwise provided by these Bylaws. Committee members will be expected to serve a minimum one-year term.

ARTICLE X. FINANCE

Section 1. Fiscal year. The fiscal year of the Association shall be from September 1 to August 31.

Section 2. Budget. An annual budget of estimated income and expenditures as prepared by the Treasurer should be approved by the Board of Directors at the first Board meeting following the start of the fiscal year. No expenses shall be incurred in excess of total budgeted amount without approval of the Board of Directors.

Section 3. Audit. The financial accounts of the Association shall be reviewed annually by the Board of Directors.

ARTICLE XI. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of “The Modern Rules of Order” shall govern the proceedings of HSVCPAAA in all cases to which it is applicable and in which it is not inconsistent with these Bylaws and any special rules of order that the Association may adopt.

ARTICLE XII. AMENDMENT

These Bylaws may be amended or revised by the Board of Directors at any regular or special meeting of the Board of Directors by a two-thirds vote, provided written notice shall have been sent to each Board member at least fourteen (14) days in advance of the meeting.

ARTICLE XIII. DISSOLUTION

In the event the Association is dissolved, all funds and/or assets shall be relinquished to the Hot Springs Village Police Department.


Amended and approved on this date____August 10, 2016____ by the Board of Directors and recorded in the meeting minutes.


Secretary _____________________________
                               Mary McCullough