NAPARS By Laws
Table of Contents
Article I - Office
Article II - Membership
Article III - Board of Directors
Article IV - Officers
Article V - Finances
Article VI - Committees
Article VII - Meetings of Members
Article VIII - Articles of Incorporation
Article IX - Liability and Indemnification
Article X - Waiver of Notice
Article XI - Books and Records
Article XII - Seal
Article XIII - Fiscal Year
Article XIV - Amendments of By Laws
This version includes the updated content as amended 14 April 1987, 01 January 1988, 01 September 1990, 06 October 1995, 05 October 1996, 01 May 2001, 15 February 2002, 01 January 2008, 01 January 2010, and 01 January 2015.
Section 1 - Principal Office:
The principal operating office of the corporation shall be at P. O. Box 866, Farmington, NH 03835.
Section 2 - Registered Office and Registered Agent:
The corporation shall have and continuously maintain in the State of Maryland a registered office
Section 1 - Classes of Membership:
The corporation shall have three (3) classifications of members, with respective rights and qualifications as set forth in the Articles of Incorporation. Those classifications are: Founding Member, Full Member and Associate Member.
Section 2 - Withdrawal, Suspension and Expulsion of Members:
(a) Any member may voluntarily withdraw from the corporation by submitting a letter of resignation to the Board of Directors.
(b) Any member may be suspended or expelled for any act which brings disrepute on the individual or the corporation, or which violates the principles of the Articles of Incorporation.
(c) Suspension and expulsion from the corporation shall be determined by the Board of Directors.
Section 3 - Dues and Special Fees:
The Board of Directors shall be responsible for assessment of any and all dues and/or special fees. Annual dues and a one (1) time application fee shall be set by the Board of Directors. Annual dues are due at the beginning of each fiscal year and special fees are due by the date of the special event.
Section 4 - Membership Process:
(a) Qualified persons seeking membership must declare in writing through a membership application submitted to the Administrator, that they subscribe to the principles and purposes of the organization.
(b) The Administrator will process the new membership applications through the membership review process for approval.
BOARD OF DIRECTORS
Section 1 - General Powers:
The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the State Of Maryland but must be full members of the corporation.
Section 2 - Term:
The Board of Directors shall consist of six(6) members, the President of the Corporation, and the Past President.
(a) Full members shall elect six (6) directors from the membership to serve on the Board of Directors. The make-up of the Board shall reflect as nearly as possible the make-up of the membership of the corporation based upon the occupational discipline, i.e.; those currently in law enforcement and those currently in the private sector doing consulting work.
(b) The term of office for each of the Directors shall be two (2) years.
(c) The Past President position is not an elected position, but shall be filled by the member who most recently left the President’s position after the election of a new President. If that member declines to serve as Past President, then the position shall remain vacant.
(d) A member of the Board of Directors may be removed from office by a two-thirds (2/3) vote of the entire membership.
Section 3 - Elections:
Nominations shall be submitted to the Administrator prior to the second (2nd) Tuesday in October on an election year. After preparing a list of candidates, theAdministrator shall submit a ballot containing the list of candidates for each appropriate category of office. The vote shall be taken by a ballot process established by the Board of Directors. Election for directors representing each category of membership shall be by plurality vote of the members. Ballots shall be counted and certified by the Administrator who shall notify the membership of results. The ballots must be returned to by Administrator by the end of the day December 5, each election year.
Section 4 - Duties and Responsibilities:
It shall be the duty and responsibility of the Board of Directors to manage the affairs of the corporation, adopt a budget, and act on all petitions submitted to it.
Section 5 - Meetings:
(a) The Board of Directors shall meet at least once each calendar year. Notification of a meeting shall be given to the membership at least four (4) weeks prior to the date thereof.
(b) The time, location and agenda of each meeting shall be determined by the Board of Directors.
(c) Members of the corporation may attend the meeting of the Board of Directors and shall have the opportunity to present any new business or ask questions concerning the work of the corporation.
(d) A quorum for a meeting is five (5) or more members of the Board of Directors and/or Executive Committee present in person.
(e) Roberts Rules of Order, revised, shall govern conduct at the meeting. The President or his designee shall act as Chairman of the meeting. Unless otherwise specified in the Articles, all decisions shall be determined by a majority vote. In the event of a tie, the President will cast the deciding vote.
Section 6 - Waiver of Notice:
Attendance of a Director or member at any meeting shall constitute a waiver of notice or such meetings, except where a Director of member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 7 - Vacancies:
A vacancy on the Board of Directors shall be filled for the unexpired term by a candidate nominated from the category of members of the departing director and approved by a majority vote of the remaining directors.
Section 8 - Compensation:
(a) Members of the Board of Directors shall not receive compensation for services rendered to the corporation, but may be reimbursed for expenses.
(b) The preceding paragraph does not apply to contract services related to administrative duties defined by the Board of Directors for the daily operations of the Corporation.
Section 9 - Informal Actions:
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, it a written consent to such action is signed by a majority of the members of the Board or of such committee, as the case may be. Such written consent is filed with the minutes of proceedings of the Board or the Committee.
Section 10 - Administration
The Board of Directors shall designate an Administrator for the purpose of the day to day operations of the Corporation to include, but not be limited to, the membership process, elections process, and daily operations. The Administrator may be a member of the Executive Committee or such other person as deemed appropriate for the effective conduct of the Corporation’s business. The administrator shall act in that capacity at the direction of the Board of Directors.
Section 1 - Membership:
There shall be an Executive Committee consisting of a President, Vice?President, Secretary, and Treasurer. Four members shall be elected by the full members to serve as this Executive Committee. The term of office for the members of the Executive Committee shall be two (2) year.
Section 2 - Duties and Responsibilities:
(a) The President, Vice-President, Secretary and Treasurer shall carry out their respective functions as directed by the Board of Directors in accordance with the provisions set forth in the Articles.
(b) The Executive Committee in accordance with the provisions set forth in the Articles, shall draft an annual budget for submission and approval to the Board of Directors. Shall perform all activities necessary to accomplish the business of the corporation in accordance with this budget. Any modifications thereto must be submitted and approved by the Board of Directors.
(c) The Executive Committee shall act on behalf of the Board of Directors whenever it is not possible or expedient to consult the full Board.
Section 3 - Elections:
The general membership will nominate the candidates for each position, and transmit those nominations to the Administrator. The membership will elect each officer by a majority vote. The process of nominations and elections will begin with the highest officer position (President) and be completed before moving down successively to each position.
Section 4 - Vacancies:
(a) A vacancy on the Executive Committee shall be assumed, for the unexpired term by the unsuccessful candidate for the officer position being vacated. The new member of the Executive Committee will serve in the office for the remaining term of the vacating officer.
(b) Until a vacancy is filled by a majority vote of the membership, the remaining members of the Executive Committee shall be responsible for the duties of the vacant office.
(c) A member of the Executive Committee may be removed from office by a two?thirds (2/3) vote of the general membership.
Section 5 - Committee Work:
The Executive committee may conduct business by meetings on one week's prior notice to the members thereto, or by letter, telephone or by any other reasonable means. All decisions made by the Executive Committee, as a body, shall be by a majority vote. Tie votes will be referred for decision to the Board of Directors. Executive Committee decisions may be appealed to the Board of Directors by petition. Such a Petition shall be filed with the Board no later than thirty-one (31) days from the date of the regular meeting following any decision of the Executive Committee appealed. A petition shall bear the signatures of at least 30 full members.
Section 6 - Compensation:
(a) Members of the Executive Committee shall not receive compensation for services rendered to the Corporation, but may be reimbursed for expenses.
(b) The preceding paragraph does not apply to contract services related to administrative duties defined by the Board of Directors for the daily operations of the Corporation.
Section 1 - Budget and Annual Report:
The Executive Committee shall prepare an annual financial report for submission to the Board of Directors.
Section 2 - Grants:
The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name of and on behalf of the corporation, to make and grant, or receive contributions or otherwise rendered financial assistance in accordance with the Articles.
Section 3 - Execution of Contracts:
(a) The Board of Directors except as otherwise provided in the Articles and Bylaw, may prospectively or retroactively authorize any officer(s) or agent(s) in the name of and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances.
(b) No officer(s) shall enter into any contract or execute any instrument, the face value of which obligates the corporation to pay a sum in excess of two-hundred-fifty ($250.00) dollars without prior approval from a majority Board of Directors.
Section 4 - Loans:
The Board of Directors may prospectively or retroactively authorize the President or any officer(s) or agent(s) of the Corporation.
(a) To effect loans and advances at any time for the corporation from any bank, trust company, or other institution, or from any firm, corporation, or individual;
(b) For such loans and advances to make, execute and deliver promissory notes, bonds or other certifications or evidence of indebtedness of the corporation; and
(c) When authorized to do so to pledge and hypothecate or transfer any securities or other property of the corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the corporation to any director or officer thereof.
(d) No officer(s) shall effect a loan or advance, the amount of which obligates the corporation for repayment of a sum in excess of two-hundred-fifty ($250.00) dollars in total without prior approval from a majority of Board of Directors.
Section 5 - Checks, Drafts, etc.:
All checks, drafts and other orders for payment of money out of the funds of the corporation and all notes and other evidences of indebtedness of the corporation shall be signed on behalf of the corporation in such manner as shall from time to time be determined by resolution to the Board of Directors, such instruments shall be signed by the Treasurer.
Section 6 - Deposits:
The funds of the corporation not otherwise employed shall be deposited from time to time to the order of the corporation in such banks, trust companies or depositories as the Board of Directors may select or as may be selected by any one or more officer(s) or agent(s) of the corporation to whom such power may from time to time by delegated by the Board of Directors.
Section 7 - Gifts:
The Board of Directors may accept on behalf of the corporation any contributions, gifts, bequests, or devises for the general purposes or for any special purpose of the corporation.
Section 1 - Standing Committees:
(a) The standing committees of the corporation shall be the Publication Committee, Research Committee, Liaison Committee, and Resolution Committee
(b) The duties of the standing committees shall be to carry out the work of the corporation as specified in the Articles and Bylaws, and as directed by the Executive Committee.
(c) Appointment to a standing committee, including the appointment of its chairman, shall be made by the members and shall consist of two (2) members of the law enforcement community and two (2) members from the private consultants with the Vice?President being an ex?officio member.
Section 2 - Committee Work:
(a) Reports on the work of the committees shall be submitted to the Executive Committee for appropriate action at a time designated by the Executive Committee.
(b) The decisions of a committee shall be made by a majority vote with ties broken by the president who is an ex?officio member of all committees. An appeal of a committee decision may be made to the Board of Directors by petition of at least ten (10) full members.
Section 3 - Compensation:
Committee members shall not receive compensation for services rendered to the Corporation, but may be reimbursed for expenses.
MEETINGS OF MEMBERS
Section 1 - Annual Meetings:
Annual meetings of the corporation shall be held at such time and place as may be determined by the Board of Directors and stated in the notice of the meeting. Regional meetings of members are encouraged.
Section 2 - Regular Meetings:
The corporation may conduct regular business meetings as necessary to conduct the business of the Corporation. Notice to be given thirty days prior on the corporation's website.
Section 3 - Special Meetings:
Special meetings of the members of the corporation for any purposes or purposes may be called by the President, the Secretary, the Board of Directors or by written request to the Executive Committee by one?third (1/3) of the full membership.
Section 4 - Notice of Meetings:
Written or printed notice of the annual meeting, regional meeting or any special meeting, stating the time, place, and in the case of a special meeting the purpose of the meeting thereof. Shall be given to each full member not less that thirty (30) days nor more that sixty (60) days prior to the date thereof.
Section 5 - Meeting Agenda:
The agenda for the meeting shall be established by the Executive Committee. All members in attendance shall have the opportunity to present any new business or ask questions concerning the work of the corporation.
Section 6 - Quorum:
Those persons present in person at a duly noticed meeting shall constitute a quorum. Actions taken at a regional meeting will not be considered the actions taken of the corporation.
Section 7 - Rules of Conduct:
Roberts Rules of Order, revised, shall govern the rules of conduct at all meetings. The President or his designee shall act as chairman of the meeting. Unless otherwise specified in the Articles, all decisions shall be determined by a majority vote.
Section 8 - Informal Actions by Members:
Any action required by law to be taken at a meeting of the entire membership, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members entitled to vote with respect to the subject matter thereof.
ARTICLES OF INCORPORATION
Section 1 - Amendments:
Amendments to the Articles of Incorporation shall be made in the following manner:
(a) The Board of Directors shall adopt a resolution setting forth the proposed amendments and directing that it be submitted for an advisory vote of the voting membership.
(b) The proposed amendments shall be adopted on receiving the affirmative vote of at least two-thirds (2/3) of the membership.
(c) Any number of amendments may be submitted, and voted on at any one meeting of the Board of Directors.
LIABILITY AND INDEMNIFICATION
Section 1 - Liability and Indemnification:
(a) In the absence of fraud or bad faith, the directors of the corporation shall not be personally liable for it debts, obligations or liabilities; and the corporation shall indemnify any director or officer or former director or officer of the corporation or any person who may have served at its request as director or officer of another corporation, whether for profit or not for profit, against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such a director or officer, except in relation to matters as to which he shall be adjudged in such action, wait or proceeding to be liable for negligence of misconduct in the performance of a duty.
(b) Such indemnification shall not be deemed exclusive of any other rights which such director or officer may be entitled, under any bylaws, agreement, vote of the Board of Directors or members or otherwise. Anything contained in the Article to the contrary notwithstanding, the corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute "self-dealing" as defined in Section 4941 of the Internal Revenue Code of 1954.
WAIVER OF NOTICE
Section 1 - Waiver of Notice:
Whenever any notice is required to be given under the provisions of the Maryland Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
BOOKS AND RECORDS
Section 1 - Books and Records:
There shall be kept at the principal office of the Corporation correct books of accounts of all the business and transactions of the Corporation.
Section 1 - Seal
The Board of Directors shall provide for a corporate seal.
Section 1 - Fiscal Year:
The fiscal year of the Corporation shall be the calendar year unless otherwise determined by resolution of the Board of Directors.
AMENDMENTS OF BYLAWS
Section 1 - Introduction:
Resolutions prepared by members shall be submitted to the Board of Directors for consideration. An advisory vote of all members shall be held. Adoption of the resolution shall require a quorum vote by the membership.
Section 2 - Publications:
Only resolutions which have been approved by the Board of Directors, shall be published in the name of the Corporation.