Florida Gang Investigators Association
Constitution
&
By-laws
Ratified: TBD, 2009
Effective: TBD, 2009
1 October 7, 2009
Table of Contents
Back to Membership Page| Article I – Name & Logo………………………….....……….….................................................… 2 |
| Article II – Incorporation & Place of Business……..….........................................…...…………...... 2 |
| Article III – Organization……………………………..….................................................……....… 2 |
| Article IV – Mission/Vision/Values/Principles………….....……........................................………… 3 |
| Article V – Purpose…………………….…….……..….…..............................................………… 4 |
| Article VI – Ethical Conduct………………….……...........................................…………….……. 5 |
| Article VII – Membership……………….…….…..….…...........................................…………….. 5 |
| Article VIII – Board of Directors…………….…...……………..........................................………. 6 |
| Article IX – Board of Directors Elections……..…..……………..........................................……….11 |
| Article X – Meetings…………….…............................................………….….………………….. 13 |
| Article XI – Training………….……………….….………........................................…………….. 15 |
| Article XII – Finances….…………………….….…………........................................…………… 15 |
| Article XIII – Monetary Donations…….……….………........................................……………….. 16 |
| Article XIV – Political Pronouncements…………………………...........................................….…. 16 |
| Article XV – Constitution & By-Laws Adoption & Amendments…...............................................… 16 |
| Article XVI – Rules of Order……………………………........................................……………… 17 |
| Article XVII – Fiscal Year………….………………………….......................................………… 17 |
| Article XVIII – Records & Reports……...……….………………......................................……… 17 |
| Article XIX – Insurance………………………………………….......................................………. 17 |
| Article XX – Dissolution……….………..………………………......................................……….. 18 |
| Authorization Signatures………………....…………………......................................……………. 18 |
Constitution & Bylaws
October 7, 2009
Section 1.01 – Name: The name of this corporation shall be known as the Florida Gang Investigators Association, Inc. or FGIA hereafter, the Corporation.
Section 1.02 – Logo: The Corporation will have a logo(s), which shall be in such form and contain such matters specified by resolution of the Board of Directors. The FGIA Logo(s), current and past, shall remain the sole property of the Corporation.
Section 1.02 (A) – Logo: No person or entity shall use the Corporation logo(s) without express written permission from the Board of Directors.
Section 1.02 (B) – Logo: The Corporation logo(s) shall be copy written or registered and sealed to the best of the abilities within the vessels of electronic communications as not to be taken or abused by an outside entity without the express written permission from the Board of Directors.
ARTICLE II INCORPORATION & PLACE OF BUSINESS
Section 2.01 – The Corporation will be organized as a mutual benefit nonprofit corporation in accordance with Federal, State, and Local guidelines.
Section 2.02 - The Corporation name shall be registered with the State of Florida as a Non-Profit Corporation located within the State of Florida. The principle mailing address shall be the location of the president of the Corporation. The Board of Directors shall designate and may change the principal address from one location to another within the State of Florida. The board may, at any time, establish branch or subordinate addresses at any place or places where the Corporation is qualified to conduct its activities.
Section 3.01– Regions: There will be eight (8) organized geographical regions to wit. (See Attachment B – Regional Map)
Northwest
North Central
Northeast
Central West
Central East
Southwest
Southeast
South
Section 3.01 (A) – Regions: Corporation regions shall be modified and/or additional regions created or absorbed by the Board of Directors as needed to accomplish the mission of the Corporation. The modification and/or creation of regions shall be developed and provided to the membership for notification of the revision thirty (30) days prior to any official implementation.
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ARTICLE IV MISSION / VISION / VALUES / PRINCIPLES
Section 4.01 – Mission Statement:
The Corporation provides a professional organization for all those within the criminal justice system who share a common goal of intervening, preventing and enforcing suppression against criminal gang activity. This mission will be carried out through enhanced interagency intelligence exchange, legislative activism, citizen awareness, innovative anti-gang awareness operational tactics and by providing professional education and training.
Section 4.02 – Vision Statement:
The Corporation shapes the future of gang prevention, suppression and enforcement strategies through strong, progressive leadership that unites partnerships to promote the concepts embodied in its Declaration of Principles.
Section 4.03 – Values:
LEADERSHIP * INTEGRITY * PROFESSIONALISM * PRIDE
Section 4.04 – Principles:
Professional Development – Provide excellence in professional development and educational opportunities. Create and provide meaningful opportunities for those who cannot participate in professional development through traditional venues.
Ethics – Promote ethics within the criminal justice profession. Promote awareness of and adherence to the Code of Ethics of the Corporation.
Membership – Develop membership recruitment and retention strategies, while identifying benefits and services which will increase and serve the membership of the Corporation.
National and International Relations – Develop relationships and promote opportunities in which the Corporation can contribute to and benefit from active involvement with those in the national and international criminal justice community responsible for gang intervention, prevention and enforcement.
Training Initiatives – Develop and implement training programs to better prepare those who combat gangs in effective enforcement, suppression, intervention and prevention techniques as well as those tasked with implementing programs in prevention and intervention with gang ideology and typology training.
Prevention and Intervention Initiatives – Support programs that will successfully deter gang association or membership or remove gang members from their gang.
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Section 5.01 – General Purposes: This Corporation is a non-profit corporation and is not organized for the private gain of any one person. It is organized under the Non-profit Corporation Laws of the State of Florida for public and educational purposes.
Section 5.02 – Specific Purposes: Within the context of its general purposes the Corporation is created:
A. To promote and facilitate the dissemination and exchange of information pertaining to criminal justice professionals who are actively involved in the investigation, suppression and prosecution of criminal street gangs, security threat groups (STG’s) and their members.
B. To effectively and positively impact and eliminate the effects of violence and criminal activity perpetrated by gang members whose actions adversely affect and constitute a threat to the public and/or the correctional facilities they are incarcerated in.
C. To work with criminal justice agencies and other organizations in an effort to reduce and eliminate the occurrence of gang related crimes and activities.
D. To solicit the support of the public and develop public awareness as a means of facilitating public safety and educating the public in the prevention of gang activity.
E. To advocate and encourage the development of new methodologies and techniques that will aid criminal justice professionals in the identification, documentation and prosecution of criminal street gangs, security threat groups (STG’s) and individuals suspected of committing gang related crimes; to cooperate with all agencies and/or organizations, governmental or private, who are attempting to develop new techniques and systems.
F. To provide (upon request) training to criminal justice professionals regarding the tactics, philosophies, and modus operandi of criminal street gangs and security threat groups (STG’s).
G. To provide (upon request) training to non-criminal justice professionals regarding gang awareness, prevention, intervention, rehabilitation and re-entry strategies and programs.
H. To encourage and support legislation which would tend to decrease or eliminate the occurrence of gang related crimes and assist in the prosecution and adjudication of gang members.
I. To present and advance the interest, needs, concerns, and proficiency of the profession as deemed appropriate by the membership.
J. To encourage the development of programs and strategies in cooperation with all agencies and/or organizations (governmental and private) to combat gang violence.
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Section 5.03 – Limitations: To operate exclusively in any other manner for such educational and charitable purposes as will qualify it as an exempt organization under Section 501 (C)(3) of the Internal Revenue Code of 1954, as amended, or under any corresponding provisions of any subsequent federal tax laws covering the distribution to organizations qualified as tax exempt organizations under the Internal Revenue Code as amended.
Section 6.01 – Code of Ethics: All Corporation members shall, at all times, conduct himself or herself with integrity.
Section 7.01 - The Corporation shall have four classes of members, Regular, Associate, Honorary and Lifetime. Regular Members, whose dues are current, shall have equal voting rights, interests and privileges. Honorary and Associate members shall have no voting rights. Honorary and Associate members shall not be entitled to hold an elected office, but shall enjoy all other privileges. No member of any class shall have any interest or property right in the assets of the Corporation and no member shall hold more than one membership class in the Corporation. Regular and Associate Membership classes shall be considered yearly renewable and all membership classes are required to adhere to the regulations as set forth in the by-laws.
Section 7.01 (A) – Regular Member: Regular Membership shall be any full-time employee or retired employee (who was an active member at the time of retirement) from the following categories:
A. Certified Law Enforcement Officer or Retired Law Enforcement Officer in Good
Standing
B. Probation/Parole
C. Corrections
D. Juvenile Justice
E. Intelligence Personnel
F. Prosecuting Attorneys
G. Judges
H. Criminal Analysts/Evidence Technicians for a Law Enforcement Agency
I. Any other person deemed appropriate for membership by the Board of Directors
Section 7.01 (B) – Associate Member: Any individual who does not meet any of the regular membership categories, not a convicted felon, has good moral character and exhibits an interest in preventing gang activity, whose talents and interests can be of benefit to the Corporation, can apply for an Associate Membership. Associate Members will NOT have access to “law enforcement sensitive” information or be able to attend “criminal justice only” trainings or meetings. Associate Members are non-voting members and are required to adhere to the same rules of Regular Members as set forth in the by-laws. Associate membership may be subject to approval of a majority vote of the Board of Directors.
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Section 7.01 (C) – Honorary Member: Any individual who has assisted in the betterment of the Corporation, and with the majority approval of the Board of Directors can be deemed an Honorary Member. Honorary Members are non-voting and required to adhere to all of the rules set forth in the by-laws.
Section 7.01 (D) – Lifetime Member: Lifetime Memberships may be conferred upon all past and current board members by majority vote of the Board of Directors. The board member shall remain an active board member for a minimum of two (2) years to receive Lifetime Member status. Lifetime Members are voting members and are required to adhere to all of the regulations set forth in the by-laws. Lifetime Membership can be revoked by a majority vote of the Board of Directors for a violation of the Code of Ethics or by-laws.
Section 7.02 – Fees: The board shall assess a yearly membership fee as a condition of initial or continued membership to the Corporation. Regular Members dues will be in the amount of twenty-five dollars ($25.00) per year unless changed by majority vote of the responding membership. Associate Members dues will be in the amount of twenty dollars ($20.00) per year unless changed by majority vote of the Board of Directors. Honorary and Lifetime Members will not be assessed any dues.
Section 7.03 – Application for Membership: Each person seeking membership in the Corporation shall complete and submit a Membership Application along with a copy of the applicant's agency photo identification card or a letter from the applicant’s agency head or designee along with payment for annual membership fees. The Board of Directors or designee will review and ensure that all applicants met the requirements for membership. Applicants shall not be denied or refused membership to the Corporation based upon race, religion, sex, national origin, or age.
Section 7.04 – Certificates of Membership: Membership certificates shall be issued to all members.
Section 7.05 – Termination of Membership: Any membership may be revoked, for cause, by a majority vote of the Board of Directors, at any regular or special meeting.
Section 7.05 (A) - Terminations for cause: May include but is not limited to:
The member being removed from their employment due to criminal activity.
The member’s failure to maintain good moral character, unbecoming conduct or any act or omission, which is counter-productive or sheds a negative image of the Corporation or the individual.
The Board of Directors receiving a written resignation from a member.
The member has a delinquency in dues for one year.
Section 7.06 – Transferability of Membership: Corporation membership is nontransferable and non-assignable.
ARTICLE VIII BOARD OF DIRECTORS
Section 8.01 – Board of Directors: The Corporation shall have a Board of Directors, which is
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comprised of active members elected and/or appointed into specific positions. The elected body of the Board of Directors shall be referred to as the Board of Directors, have full voting rights and will be elected by a majority vote of the active membership in attendance at the annual general membership meeting and training conference. The President of the Corporation shall select individuals who are active members to the appointed positions with approval from the Board of Directors.
Section 8.01 (A) – Positions of the Board (Board of Directors): Positions shall include:
Elected Positions (Voting)
President
Vice President
Regional Directors
Appointed Positions (Non-Voting)
Secretary
Treasurer
Sergeant at Arms
Director of Training
Legal Advisor
Membership Coordinator
Webmaster
Section 8.01 (B) – Non-Voting Positions of the Board (Board of Directors): The Board of Directors has the ability to establish additional positions, eliminate unnecessary positions, or leave positions vacant as necessary, which are non-voting members of the Board of Director and comprised from the active membership in good standing.
Section 8.02 – Board of Directors Job Descriptions and Qualifications: The Board of Directors is responsible for the day-to-day operation and management of the Corporation. To ensure the clarity of the duties and responsibilities for each position of the board, a job description is as follows:
Section 8.02 (A) – President: The President shall be the Chief Executive Officer of the Corporation and shall supervise, direct and manage the activities, affairs, officers and directors of the Corporation. The President shall perform all duties incident to the Office of the President and other such duties as provided by these by-laws or as may be prescribed from time to time by the Board of Directors. Specifically, and in addition to those duties already defined, the President shall execute all contracts and agreements authorized by the Board of Directors, to preside at all executive meetings, conducting them with efficiency and dignity and shall grant voice to all member regions, appoint committee chairmen, department directors, call special meetings as needed and attend all committee meetings deemed necessary. In the event of a vacancy on the Board of Directors, the President, with approval from the Board of Directors shall have the authority to appoint a new officer to temporarily fill the position until the next general election.
President Qualifications: Must have previously held an elected position on the Board of
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Directors; must be a regular member in good standing, be employed full time by their agency within the state of Florida and maintain said employment. Must have the support of their employing agency for a two (2) year commitment to the Corporation.
Section 8.02 (B) – Vice President : The Vice President shall perform all duties incident to the Office of the Vice President and other such duties as provided by these by-laws or as may be prescribed from time to time by the Board of Directors. The Vice President shall be selected by the President to serve in his/her absence regarding Corporation matters. The Vice President shall cause to be developed all forms and processes pertaining to membership applications, training and event registrations. The Vice President shall also oversee the by-laws workshops and be responsible for any revisions or additions that may need to be made and ensuring that all changes are provided at the annual meeting. Additionally, he/she will be responsible for reviewing the by-laws at the beginning of each year for accuracy. The Vice President also oversees the Regional Directors and all the duties associated with those directors.
Vice President Qualifications: Must have previously held an elected position on the Board of Directors; must be a regular member in good standing, be employed full time by their agency within the state of Florida and maintain said employment. Must have the support of their employing agency for a two (2) year commitment to the Corporation.
Section 8.02 (C) – Regional Directors: The Regional Directors shall be responsible for all matters pertaining to the Corporation’s specific region; shall act as the liaison between the Board of Directors and the members within their said region; shall vote upon all matters; unless abstaining, which come before the Board of Directors for approval; shall act as the liaison between the Corporation and other agencies and organizations within their region to facilitate the goals of the Corporation and shall maintain the integrity of the Corporation through their actions on behalf of the Corporation.
Regional Director Qualifications: Must have been an active member of the Corporation for a period of one (1) year; must be employed full time within their represented region and maintain said employment. Must have the support of their employing agency for a two (2) year commitment to the Corporation.
Section 8.03 – Appointed Positions of the Board: Subject to approval of the majority of the Board of Directors, the President may appoint an active member in good standing to the following positions on the board; Secretary, Treasurer, Sergeant at Arms, Director of Training, Legal Advisor and Web Master. Each appointee must be a “Regular Member” in good standing and currently be employed by an agency within the State of Florida. Although a member of the Board of Directors, these positions shall be ex officio, non-voting members of the Board of Directors. Each person appointed must have the support of the agency for a two (2) year commitment but will go in front of the Board of Officers for annual review for re-appointment or replacement.
Section 8.03 (A) – Secretary: The Secretary shall be the official scribe and keeper of records of the corporation. Additionally, the Secretary will:
Parliamentarian: The Secretary shall act as the Corporations Parliamentarian and shall advise the presiding officer at any meeting
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attended on the proper rules of order for conducting a meeting in accordance with Robert’s Rules of Order and these by-laws.
Book of Minutes: The Secretary shall keep a book of minutes of all meetings, proceedings and actions of the board. The minutes of the meetings shall include the date, time and location that the meeting was held, who was present, whether the meeting was annual, regular, or special. A separate record shall be kept of all motions carried and defeated pertaining to policy and procedures. A copy of the minutes shall be sent to the Board of Directors within ten (10) business days after the meeting.
Notices, Seal and Other Duties: The Secretary shall give notice of all meetings of the board required by law or by the Corporations by-laws; and generally shall perform all duties as may be required by law, or any future Articles of Incorporation, or these by-laws. Shall keep at the principal office, if any, a copy of the Articles of Incorporation and by-laws, as amended. Shall keep at the principal office, the corporate seal in safe custody. Keep a correct list of names, addresses and contact information of all members. Take roll call at all the meetings. Notify all members by mail, e-mail, or other electronic device of any by-laws or amendments to be voted on, and a copy of the minutes of each meeting may be sent to the members upon request. He/She may provide a written quarterly report to be included in the newsletter; shall be requested to handle official correspondence of the President; shall maintain the integrity of the Corporation through their actions on behalf of the Corporation.
Section 8.03 (B) – Treasurer: The Treasurer shall be the Chief Financial Officer of the corporation.
Book of Accounts: The Treasurer shall keep and maintain adequate and correct books and accounts of the Corporation’s properties and transactions. A quarterly report shall be provided to the Board of Directors as to the book of accounts. At a minimum the quarterly report shall contain a detailed listing of all account receivables and payables that transpired during the quarter.
Deposit and Disbursement of Money and Valuables: The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as the board may designate. Shall disburse the Corporation’s funds at the direction of the Board of Directors, shall render to the Board of Directors an account of all transactions as requested.
Reporting and Audits: The Treasurer shall ensure that a quarterly report of the financial state of the Corporation is provided to the Board of Directors. An annual audit of the Corporation’s financial records shall be conducted at the end of each fiscal year and reporting said findings to the Board of Directors.
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Taxes: The Treasurer shall ensure that all records pertaining to the Corporations finances for each fiscal year be submitted to the Federal Internal Revenue Service prior to the deadline date. The Treasurer shall submit a letter to the board confirming the filing of Federal income taxes by the appropriate deadline.
Shall be requested to handle official travel arrangements for the
Corporation.
Oversee all program/event needs to include but not be limited to awards, networking mixers, hospitality events, fund raiser events.
Will be the point of contact for all programs and fund raising events.
Manage the Awards Program as approved by the Board of Directors.
Manage the Anti-Gang Poster Contest.
Schedule all approved programs and events in a timely manner and coordinate with the appropriate Regional Director.
Report the status of all approved/proposed program projects and initiatives to the Board of Directors as needed.
Section 8.03 (C) – Sergeant at Arms: The Sergeant at Arms shall be the responsible for security and intelligence and maintaining order at all Corporation functions and shall ensure that all persons attending official corporate functions are entitled to be in attendance and shall maintain the integrity of the Corporation through their actions on its behalf.
Be the point of contact for all agencies and members as it pertains to gang intelligence.
Coordinate all approved gang activity/trends and intelligence publications with the appropriate Regional Director.
Work in partnership with the Training Department for all of their intelligence related needs.
Report the status of all approved/proposed intelligence meetings, projects and initiatives to the Board of Directors on a quarterly or an as needed basis.
Provide suggestions to the Board of Directors concerning how to accomplish the Corporation’s intelligence mission as well as meet the needs of the criminal justice community and the community at large.
Develop a security plan and manage all such plans for official functions and initiatives of the Corporation as approved by the Board of Directors.
Section 8.03 (D) – Director of Training: The Director of Training shall:
Work with the Board of Directors in choosing what topics will be presented at the annual conference and shall ensure that all training needs of the Corporation are met.
Oversee all training needs to include but not be limited to; make contact with potential instructors, scheduling the instructors, coordinate with the treasurer in all travel arrangements as it pertains to the instructors and be the point of contact for all instructors before, during and after the annual trainings/conference.
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Develop and manage all such training projects and initiatives as approved by the Board of Directors.
Schedule and coordinate all approved trainings and training projects in a timely manner with the appropriate Regional Director.
Report the status of all approved/proposed training projects and initiatives to the Board of Directors as needed.
Section 8.03 (E) – Legal Advisor: The Legal Advisor shall:
Shall keep the Board of Directors updated of any changes of law,
legislation and procedures that directly or indirectly affect the corporation
and/or its mission.
Shall draft, submit and review any legal memorandums or documents with
copy of said being provided to the Board of Directors.
Shall advise the Board of Directors on any matters relating to the operation
of the Corporation.
Section 8.03 (F) – Web Master: The Web Master Shall:
Should be fully knowledgeable in design, maintenance, security of computer
related needs of the Corporation.
Shall maintain and update the corporation’s website at the direction of the
Board of Directors.
Shall notify the Board of Directors of any issues relating to the security and
operation of the website.
Shall coordinate and maintain the electronic voting and list serve on the
website.
ARTICLE IX BOARD OF DIRECTORS ELECTIONS
Section 9.01 –Election of Directors: Each year, the elected body of the Board of Directors, which is referred to, as the Board of Officers shall be elected for a two (2) year term. The election will take place electronically with an approved method that ensures the security and integrity of the election process. There is no limit to the number of terms a Director of the Board may serve.
Section 9.02 – Regular Scheduled Meetings/Events: The Board of Directors shall set an annual schedule of “regular scheduled” meetings and/or events. These shall include, but not be limited to:
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Quarterly Board of Directors Meetings.
Regional Training (not all board members will be required to attend).
Certification Courses (not all board members will be required to attend).
Annual Anti-Gang Training Conference.
Section 9.03 – Resignation: Any board member may resign by giving a written notice to the President. The resignation shall be effective when notice is given unless it specifies a later date for resignation to become effective.
Section 9.04 – Filling Vacancies: In the event of a board member vacancy, another Regular Member shall be nominated by a member of the board and selected to serve the remainder of said term by a majority vote of the Board of Directors. If the vacancy pertains to the President’s position, the Vice President shall carry out the remaining term. If the vacancy pertains to a Vice President(s) position, a majority vote of the Board of Directors will appoint a member of the Board of Officers to the vacant Vice President(s) position to fill the unexpired term.
Section 9.05(A) - Removal of a Board Member:
A Board Member may be removed for cause by a majority vote of the Board of Directors. The President can initiate a majority vote of the Corporation officers to suspend a Board member until the next scheduled meeting, where the matter will be reviewed and voted on by the Board of Directors in a manor in which all members can be present to vote. If the member to be removed is the President, then the Vice President can initiate the action. Vote will be conducted by secret ballot.
Section 9.05(B) – Removal from Office: Any Non-voting appointed position may be removed by the Board of Directors whenever, it its judgment, the best interests of the Corporation will be served and any such removal may be effected by a majority vote of the Board of Directors. Vote will be conducted by secret ballot.
Section 9.05(C) – Election Process:
No later then June 1 the President will announce to the membership what position(s) of the Board of Directors are up for election and the processes for any regular member, in good standing, who is seeking election to the Board of Directors can to submit their formal nomination for a specific position on the board. Each position shall become effective at the end of the conference each year.
A qualified Regular Member may be nominated for more than one Board of Director of position; however, said member may only hold one office on the Board of Directors at a time.
Nominations will be accepted until August 27th .
The Board of Directors will certify the list of nominees and shall post the list of the candidates for each position on the member’s only website. Each nominee may submit a bio to the webmaster to be posted on the site. The webmaster will make the election available to the members for a period no less then three weeks.
Prior to the conclusion of the training conference, the current President shall announce the successful candidates for each position and introduce them to the General Membership.
In the event, the President is being elected/re-elected, the Vice President shall announce the newly elected President.
Currently all members in good standing can vote for any regional director. We would like to change the by-laws to read:
Section 10.01 – Membership Meetings: Meeting of the members shall be held annually and at such place that the board designates by resolution or, if not so designated, will be held at the annual conference. The location and dates of the annual meeting of the members and the annual training conference will be announced to the membership following a decision of the board. These sessions shall be devoted to the administrative and internal affairs of the Corporation. The proceedings of all closed sessions shall be confidential, and any breach of this confidence may result in termination of membership.
Section 10.01 (A) – Membership Meeting Quorum: Two-thirds of the members (delegates) attending the annual meeting or conference shall constitute a quorum for the transaction of business, and except as otherwise provided by law, by any further Articles of Incorporation, or by these by-laws.
Section 10.02 – Board of Directors Meetings: The board shall hold a regular meeting annually for purposes of the organization, election of officers and transaction of other business. Other regular meetings of the board may be held at such time and place as the board deems necessary to effectively operate the Corporation and properly disseminate information. Notice of the time and
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place of the meetings shall be delivered to each member of the Board of Directors by one of the following methods: (a) by telephone, either directly to the member or to a person at the member’s office who would reasonably be expected to communicate that notice promptly to the member; or (b) by e-mail where a read receipt or reply would be generated. All such notices shall be given or sent to the member’s e-mail address or telephone number as shown on the records of the Corporation.
Notices given by telephone or e-mail shall be delivered at least thirty (30) days before the time set for the meeting. The notice shall state the time and place of the meeting.
Section 10.02 (A) – Board of Directors “Special” Meetings: The President, or in the absence of the President, the Vice President may call special meetings of the board at any time for any purpose, or by (5) members of the Board of Directors. Notice of the time and place of special meetings shall be given to each member by one of the following methods: (a) by telephone, either directly to the member or to a person at the member’s office who would reasonably be expected to communicate that notice promptly to the member; or (b) by e-mail where a read receipt or reply would be generated. All such notices shall be given or sent to the member’s e-mail address or telephone number as shown on the records of the Corporation.
Notices given by telephone or e-mail shall be delivered at least 48 hours before the time set for the meeting. The notice shall state the time and place of the meeting and the place.
Section 10.02 (B) – Contents of Notice: Notice of meetings shall specify the location, the day and the time of the meeting and the general nature of the business to be transacted.
Section 10.02 (C) – Board of Directors Quorum: A majority of the officers of the board, at a regular or special meeting, shall constitute a quorum for the transaction of business, except to adjourn and except as otherwise provided by law, by any further Articles of Incorporation, or by these by-laws. Every action taken or decision made by a majority of the officers present shall be recorded by the Secretary in the minutes of the Board of Directors meetings and shall be made available to the regular membership upon request. Said minutes shall list the vote of each officer of the board participating in said vote and shall also note any officer of the board who abstained from said vote.
Section 10.02 (D) – Board of Directors Meetings Confidentiality: Meetings of the Board of Directors shall be held in private and are not open to the public; however, nothing precludes the Board of Directors from inviting individuals to participate in said meetings who may provide assistance.
Meetings of the Corporation, or parts thereof, may be restricted to Regular Members at the discretion of the Board of Directors, based upon the nature of the meeting content so as not to conflict with confidential investigations or information. The Board of Directors shall announce the time and location of any meetings that will be open for regular membership to attend.
Section 10.03 – Cumulative, Proxy, and Fractional Voting: Cumulative voting shall not be authorized nor shall a single vote shall be split into fractional votes.
Section 10.04 – Action Without A Meeting: Any action that the board is required or permitted to take may be taken without a meeting if necessary. This includes the ability to cast an “e-mail”
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vote if necessary to conduct business where a meeting is not feasible. However, if time does not permit, the President will contact each board member personally for an over the phone vote. The “official” written vote will be forwarded to the Executive Secretary at each board members earliest convenience for proper filing with the minutes of the proceedings of the board.
Section 11.01 – Annual Training Conference: There shall be an Annual Training Conference open to all members. The Board of Directors shall decide the location and dates of the Annual Training Conference.
Section 11.02 – Misc. Training: The Board of Directors may develop and announce trainings throughout the year that relate to the overall mission on the Corporation. The Board of Directors shall decide the site and dates of these trainings.
Section 12.01 – Deposits: The Treasurer or President shall promptly deposit all monies paid to the Corporation into the Corporation’s general account.
Section 12.02 – Signature Authority: The Treasurer and the President have signature authority to make authorized expenditure from the Corporation general account. The President, in agreement with the Board of Directors may give signature authority to additional member(s) of the board, if considered necessary to conduct an efficient operation of the association.
Section 12.03 (A) – Authorized Expenditures: Any Corporation checks drawn from the Corporation’s general account or the use of debit or credit card for over five hundred dollars ($500.00) shall require the approval by a majority vote of the Board of Directors.
Section 12.03 (B) – Authorized Credit and Debit Cards: No board member shall obtain any credit and/or debit card in the name of this Corporation without the majority vote of the Board of Directors. At no time will there be two or more separate credit card accounts.
Section 12.03 (C) – Authorized Expenditures: The Board of Directors may, at its discretion, order to be paid the following, but not limited to items; (a) plaques, appreciation certificates and other recognition to members, guests, or special persons; (b) meals consumed by board members and appointed staff in attendance at Executive and Regional Board Meetings; (c) the lodging of board members and appointed staff and any other member approved by the board of directors at the annual training conference, quarterly meetings, regional meetings, department meetings, and any other Corporation event, also to include meals.
Section 12.04 – Authorized Compensation and Reimbursement: The Corporation shall reimburse any board member for per diem incurred during travel on official business of the Corporation when able. However, these reimbursements will not be made for use of government owned or purchased items, to include vehicles and gasoline. The Internal Revenue Service (IRS) per diem rate for select United States cities shall be used in determining the amount of per diem a board member shall receive. The Board of Directors may also authorize, upon a majority vote of the Board of Directors, the reimbursement of per diem for other members traveling on and conducting official business for the Corporation.
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Section 12.05 – Financial Documentation: To ensure accountability for all expenditures of Corporation funds, all Corporation expenditures shall be documented utilizing the official Corporation Reimbursement Form; shall be recorded and receipted by the Treasurer. All reimbursements for mileage must be accompanied with a printed mileage map from an Internet source such as Google Maps, Map Quest Maps or Yahoo Maps. Mileage reimbursement will be based on the mileage indicated on the submitted map. If reimbursement request differs from the calculations on the submitted map then a letter on official Corporation letterhead explaining this difference must also be submitted.
Section 12.06 – Corporate Sponsors or Partnerships: Must be approved by the majority vote of the Board of Directors. Relative tiers of corporate participation levels shall be established and defined by the Board of Directors. Formal partnerships with professional associations and special interest groups must be approved by majority vote of the Board of Directors.
ARTICLE XIII MONETARY DONATIONS
Section 13.01 – Non-Profit Organizations: Each year, the Corporation will consider contributing monies to non-profit organizations when available which are dedicated to building self-esteem and promoting non-violence among young people. All organizations desiring to be considered to receive monetary contributions from the Corporation must submit their written request no later than July 1st of that year. Each request must be presented on official letterhead and contain information regarding the organization's goals, plans, budget and anticipated usage of any Corporation contributed funds. The Corporation must provide a copy of their official financial disclosure form which may include but not limited to previous year tax return. The Board of Directors will review all requests received and vote upon contributing funds during the next scheduled Board of Directors meeting.
Section 13.02 – Trust Funds/Foundations: The Corporation may also contribute monies to trust funds and/or foundations created for those officers killed in the line of duty.
ARTICLE XIV POLITICAL PRONOUNCEMENTS
Section 14.01 – No member of the Corporation shall express an opinion or endorse any proposition or candidate for any local, state, or national political offices on behalf of the Corporation.
ARTICLE XV CONSTITUTION & BY-LAWS ADOPTION & AMENDMENTS
Section 15.01 (A) - The President and the Board of Directors shall develop all Policies and Procedures on a continuing basis with recommendations from the regular membership.
Section 15.01 (B) - The by-laws shall be reviewed and revised annually by the Board of Directors to maintain the Corporation in good order. The by-laws shall be interpreted in the spirit that they further the accomplishments of the Corporation’s goals.
Section 15.01 (C) – Any Regular Member may request to review the by-laws at any time.
Section 15.01 (D) - The Board of Directors may use any means necessary in order to promote
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and conduct the affairs of the Corporation. This may include votes of the Board of Directors via telephone, electronic mail or any other means deemed appropriate by the Board of the Directors.
Section 15.02 – Recommendations for amendments to the by-laws of the Corporation will be submitted to the Board of Directors. The Board of Directors will review each recommended change to the by-laws to ensure that any change is consistent with the goals and objectives of the corporation and applicable laws. If necessary, the Board of Directors may confer with the Corporation Legal Counsel to determine if a recommended change to the by-laws is legally sufficient and in proper form.
Section 15.03 – Changes to the by-laws requiring a vote and ratification of the membership will be published to the members at least fifteen (15) days prior to vote on said changes.
Section 16.01 – The Rules of Order of the Corporation may be Robert’s Rules of Order in all instances not covered by the by-laws. A copy of Robert’s Rules of Order will be kept on file at the principal office.
Section 17.01 – The fiscal year of the Corporation shall be on a calendar year basis.
ARTICLE XVIII RECORDS & REPORTS
Section 18.01 – Maintenance of Corporate Records: The Corporation shall keep:
Adequate and correct books and records of account.
Written minutes of the proceedings of its board.
A record of each person’s name and address that is associated with this Corporation as a member, officer, employees (if applicable) or agent.
Section 18.02 – Inspection of Articles and By-Laws: The Corporation shall keep at its principal address, the original or a copy of the Articles of Incorporation and by-laws, as amended to date, which shall be open to inspection by any Regular Member at a reasonable time during normal business hours. A member shall have absolute right to inspect the corporation’s books, records, and documents of any kind at the member’s expense.
Section 19.01 - The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, members, employees (if applicable), and other agents, against any liability asserted against or incurred by any officer, member, employee (if applicable) or agent in such capacity or arising out of the officer’s, members, employee’s (if applicable) or agent’s status as such.
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Section 20.01 – If at anytime, this Corporation shall be dissolved, no part of the funds or property shall be distributed to or among its members, but after payment of all debts of the Corporation, its surplus funds and properties shall be divided equally among the Florida Sheriff’s Youth Ranch, the Police Athletic League (P.A.L.), which are non-profit and/or tax exempt, charitable organizations.
IN WITNESS WHEREOF, Florida Gang Investigators Association, Inc. Board of Directors adopted the forgoing Constitution and by-laws consisting of pages 1 through 18, this 4th day of August, 2009.
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Gary Killam Date
President
Florida Gang Investigators Association
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Eric Trombley Date
Legal Advisor
Florida Gang Investigators Association
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Leslie Rabon Date
Secretary/Treasurer
Florida Gang Investigators Association