BYLAWS
ARTICLE I – NAME
The name of this organization is the
Pennsylvania Police Canine Association (hereinafter referred to as the “PPCA”)
ARTICLE II – LOCATION
The primary location of the PPCA shall be at
the office of the Secretary: Currently Tammy L. Lorince, 408 W/ Green St.
Hazleton PA 18201, unless otherwise designated by the Board of Directors.
ARTICLE
III – BASIC POLICIES
Section
1. The PPCA shall be noncommercial,
nonsectarian, and nonpartisan.
Section
2. Neither the name of the organization
nor the name of any workers in their official capacities shall be used
in
connection with commercial concern or with any partisan interest or for any
purpose not appropriately related to the promotion of the purposes and
objectives of the PPCA.
Section
3. The PPCA may cooperate with other
organizations and agencies concerned with police service dogs .
Section
4. In the event of the dissolution of the
PPCA, its assets shall be distributed for one or more of the exempt purposes
specified in the Internal Revenue Code after payment of all liabilities of the
corporation. Further, in such
event
it shall be attempted to assure that the assets are distributed to an
organization with similar purposes and
interests
in dogs.
ARTICLE IV – ORGANIZATION
The PPCA shall be governed by the
Non-Profit Corporation Law of Pennsylvania, by its’ Articles of Incorporation
and by these Rules and Bylaws. Meetings shall be conducted in accordance with
Roberts Rules of Order, Revised, where they do not conflict with the governing
documents of the PPCA.
ARTICLE V – MEMBERS
Section
1. Membership
A.
All members
shall be entitled to vote and other benefits of the PPCA.
B.
Application
for membership shall be made in writing on a form which shall be provided.
C.
Application
for membership shall be read at the next General Membership Meeting after
receipt of same; such application shall be automatically approved until the
next General Membership Meeting. At said Meeting, the applicants membership
status shall be contingent upon the application receiving a three-quarter (3/4)
majority vote of members in attendance.
Section
2. Resignation
Any
member may resign at any time and shall be deleted from the membership rolls
upon receipt of the resignation.
Section
3. Suspension
A. Any
member may be suspended by a majority vote of the Board of Directors that are present
at a Board Meeting or automatically suspended as set forth hereafter.
B. Any member under suspension shall not be
entitled to vote, hold office or participate in any organizational activities
and further, after six months of suspension, can be removed as a member of the
organization by a majority vote of the Board of Directors.
Section
4. Dues and Special Levies
A. The dues shall be set on an annual basis by
the Board of Directors and in all cases shall be equal for all members and
shall be paid in cash.
Any
dues shall be paid in full with application for membership and are required
before presentation to a regular meeting. Such dues shall cover from the time
of application until the end of the next membership year (December 31)[JK1] Any new member joining during the last
calendar quarter (October 31 thru December 31) shall have their membership
carried over through the following year.
[JK2]Any member not paid by December 31, shall
incur a service (late) charge of $1.00 per month, January thru March. In the
event the dues are not paid within 60 days of December 31, the member will be
automatically suspended, and a certified/registered letter sent stating their
membership will be terminated 30 days from the date of said letter unless all
dues and fees levied are paid in full by said date, Any costs related to said
certified/registered mailings shall be levied against said member.
B. A five ($5.00) additional application fee
shall be assessed to all new Applications for Membership.
C. The membership may approve, by majority
vote, the collection of special equal levies against the membership to meet the
expenses of the PPCA.
ARTICLE VI – CHARGES OF
MISCONDUCT
Any member may prefer charges against another
member for alleged misconduct prejudicial to the interests of the PPCA. Written
charges with specifications must be made and forwarded to the Secretary of the
organization. Any charges of misconduct against the Secretary shall be
forwarded to the President of the PPCA. All charges will be heard before the
Board of Directors only. The Board shall suspend or expel from the
organization, or take such other measures as deemed advisable. The person whom
the charges are filed against shall be entitled to at least fifteen (15) days
written notice prior to any decisions being made, and shall be entitled to
appear before and be heard at the next meeting of the Board of Directors
following such notice. Any member whom charges have been filed against may, by a
majority vote of the Board Members present at said meeting, be suspended or
expelled from the organization.
ARTICLE VII – BOARD OF
DIRECTORS
Section 1. The
control and management of affairs of the PPCA shall be vested in the Board of
Directors.
Section 2. The
Board of Directors shall be elected from eligible members and shall consist of
no more than fifteen (15) members and at least ten (10) members. The officers
of the organization shall be included in the Board of Directors. The directors
shall hold office until successors are duly elected and installed. The term for
each Director shall be two (2) years.
Section 3. Meetings
of the Board of Directors shall be in January and May of each year, as well as
such other times as deemed necessary, upon the call of the President or, upon
written request of four (4) members of the Board. The purpose of any special
meeting shall be set forth in the request for such meeting.
Section 4. Attendance
of three (3) members of the Board of Directors at any PPCA meeting shall
constitute a quorum, and a majority vote of those in attendance shall decide
action, except as may be provided otherwise herein.
Section 5. Should
any vacancy occur on the Board of Directors for any reason, it may be filled
temporarily by a majority vote of the Board. The person or persons so selected
shall serve until installation of Board members at the next annual election.
The election for any former vacant position shall be for the term remaining in
said position.
Section 6. The
Board of Directors shall have the power to remove any director for cause upon a
majority vote of the entire Board of Directors provided that any director whose
removal is made under this section shall be entitled to at least fifteen (15)
days written notice prior to such removal, and shall be entitled to appear
before and be heard by the Board of Directors at the next meeting following
such notice.
ARTICLE VIII – OFFICERS
Section 1. The
officers of the PPCA shall consist of a President, Vice-President, Secretary,
Treasurer, and Sergeant-at-Arms. The officers shall hold office until their
successors are duly elected and installed. At the discretion of the Board of
Directors, it may appoint such Assistant Secretaries, Assistant Treasurers, and
additional Vice Presidents as are deemed necessary. Such assistants shall have
all privileges of said office and must meet all eligibility requirements.
Length of term shall be two years for Officers.
Section 2. The
elected officials shall be installed immediately following their election.
Section 3. The
Board of Directors shall have the power to remove any officer for cause, upon a
majority vote of the entire Board of Directors, provided that any officer whose
removal is to be made under this section shall be entitled to at least fifteen
(15) days written notice of such removal and shall be entitled to appear and be
heard at the next meeting of the Board following such notice.
Section 4. Should
any vacancy occur for any reason among the Officers of the PPCA, it may be
filled by a majority vote by the Board of Directors. Any person so elected
shall serve until the installation of officers following the next annual
election. In the case of a vacancy occurring in the office of President, the
Vice-President shall serve as President until such time as the Board selects a
new President.
Section 5. President
shall have general supervision of the affairs of the PPCA and shall see that
all Orders and Resolutions of the Board are carried into effect. The President
shall preside over all meetings of the PPCA and of the Board of Directors. The
President shall be an ex-officio member of all committees except any Nominating
Committee. The President shall perform all other duties as pertaining to the
office.
Section 6. Vice-President
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President.
Section 7. [JK3]Duties of the Secretary shall include:
accurately recording the minutes of the proceedings of all Board and General
Meetings of the organization, and read and record any and all communications
regarding the business of the PPCA. Shall maintain a record of unpublished
minutes of all Board and/or Special Meetings conducted by the Board of
Directors; shall read the minutes of the previous meeting at all General
Meetings; shall handle all correspondence with persons and/or Organizations
both within and outside the PPCA as required; shall call the Roll of Officers
and the Board of Directors at the beginning of every meeting and shall maintain
an accurate, permanent record of attendance at both Board and General Meetings;
shall send via US mail or e-mail the minutes of the previous meeting to all
active members within 14 calendar days following the meeting; shall be
responsible for sending out new membership applications, renewal notices, and
membership cards to any new or existing
members within thirty (30) days of receipt of their dues, and shall maintain an
accurate, up-to-date roster of all members the organization; shall be
responsible for collecting all membership dues and is mandated to
transfer/forward any and all monies collected to the treasurer within 14
calendar days of receipt for timely deposits to the account(s) of the PPCA;
shall notify any member of delinquent dues at thirty (30) days of delinquency.
If said delinquency persists by any member, the Secretary shall send a second
notice at sixty (60) days via certified mail to said member informing them that
if the dues are not made current within thirty (30) days their membership in
the PPCA will be terminated. A surcharge of $1.00 per month shall be added to
the total owed by the delinquent member, as well as any/all certified mailing
fees, Secretary shall also ensure that all requisite documents of the PPCA
carry the Official Seal of the organization. Secretary shall work in direct
conjunction with the treasurer at all times and shall persist in maintaining
open communications and a good working relationship with all Officers and
members of the Board. Secretary shall maintain a record of all expenses
incurred in the duties as Secretary, to be reimbursed by the organization
(subject to review/approval of the Board)
Section 8. [JK4]Duties of the Treasurer shall include but
are not limited to: Keep and maintain an accurate account/record of all
receipts and disbursements of the PPCA to maintain proper books of all accounts
Shall
be responsible for depositing all funds of the organization within fourteen
(14) calendar days of receipt of same to the account(s) of the PPCA.
Shall
render a Treasurers Report in detail at each meeting of the organization
showing all receipts and disbursements (itemized by line) from the previous month
to date, for all accounts.
In
the event the Treasurer is unable to attend a meeting, the Treasurers Report
shall be forwarded via fax, e-mail, US Mail, telephoned or hand delivered
before the scheduled meeting, preferably to the Secretary; whereby the
Secretary shall present the Treasurers Report to the membership at the meeting.
Should the Secretary not be available to receive said report, it can be
forwarded to any other member of the Executive Board (Officers).
All
account books as well as any documents in possession of the Treasurer shall be
open for inspection/examination by the Board of Directors.
All
bills are to be presented to the general membership for approval of payment at
a regular meeting.
Treasurer
shall maintain a record and receipts of any expenses incurred in carrying out
the duties to be reimbursed by the organization, subject to review/approval of
the Board of Directors.
All
disbursements from the accounts of the organization shall require two (2)
signatures of each check.
Section 9. Treasurers’
account(s) shall be examined at the annual meeting of the organization to the
satisfaction of the Board of Directors. An Audit Committee shall be selected to
perform said examination. Should there be a change in the office of Treasurer at
any time throughout the year, an audit of the accounts by an Audit Committee
shall be completed before any new Treasurer shall take office.
Section 10. Sergeant-at-Arms
shall be in charge of maintaining all equipment used in certifications/trials
and all related PPCA property. He/she
shall also be in charge of providing or otherwise arranging for various
equipment necessary for all certifications/trials, and shall greet visitors and
control their location and movement at any PPCA events. Shall also be in charge
of maintaining order at PPCA meetings/functions.
Section 11. All
officers shall deliver to their successors all official material in their
possession within fifteen (15) days following the election of a new officer.
ARTICLE IX – COMMITTEES
Section 1. President
may appoint such committees as may be required to fulfill the purposes and
objectives of the PPCA. In addition, a majority of the directors may direct the
President to appoint special committees.
Section 2. President
may appoint members to committees who are not members of the Board of
Directors.
Section 3. A
quorum at any committee meeting shall be one half (1/2) of the members of that
committee. Decisions must have the support of the majority of the members
present at such meeting.
ARTICLE X – NOMINATION AND ELECTION
PROCEDURES
Section 1. The
election of Officers and Directors shall be done annually in May unless
otherwise approved by a quorum of the Board of Directors. Ballot may be by
secret ballot if desired by the membership present, or by show of hands. All
officers and directors shall assume office immediately after the election
results are known and they are sworn in.
Each
member shall be entitled to one (1) vote and must be present to exercise same.
No proxy votes allowed.
Section 2. In
the event the April meeting of the general membership is not held (nomination
meeting), a special meeting shall held at least one (1) week prior to the
annual May meeting for the purpose of nominating candidates to office.
Section 3. Nomination
for officers shall be made from a list of eligible Board members in good
standing at the April Meeting. In the event there are insufficient nominees to
fill a vacancy, the President shall be responsible for nominating candidates to
fill such vacancy(s) from the eligible general membership.
Section 4. Nomination
for directors shall be made from a list of eligible membership at the April
Meeting. In the event there are insufficient nominees to fill a vacancy, the
President shall be responsible for nominating candidates to fill such
vacancy(s) from the eligible general membership.
Section 5. An
eligible member shall be one who has attended a minimum of fifty % (50%) of the
meetings held within the previous twelve (12) months.
Section 6. Any
individual who is certified as a PPCA Judge shall not be eligible to hold any
office in the organization, but that individual is eligible to hold a position
on the Board of Directors.
Section 7. Upon
the organizational meeting of this corporation, in the event the same occurs in
an even numbered year, the officers shall be elected for a period of two (2)
years, and thereafter shall be elected during even numbered years. The
directors of the corporation shall be elected for one (1) year and thereafter
shall be elected in an odd numbered years for a period of two (2) years.
In
the event that the organizational meeting occurs in an odd numbered year, then
the terms and succeeding election shall occur as described above, but with
officers being elected for a first period of one year.
Section 8. Prior
to the election, the Secretary shall receive a written consent or firm
assurance by all nominees of their intent to hold office.
Section 9. Any
member, whose membership fees or special levies remain unpaid at the time of the
May meeting, shall not be permitted to vote or hold office.
Section 10. In
order to vote, members must be present at the meeting, and no proxy votes are
available.
ARTICLE XI – AMENDMENTS
The
bylaws of this organization may be amended, altered, or repealed by a
two-thirds (2/3) majority vote of the membership present at any regular or
special meeting. [JK5]After a proposal is submitted from the
Rules/Bylaws Committee and read at a general or special meeting, said changes
shall be read and published in the minutes of said meeting. At the next general
or special meeting, said changes shall be voted on by all members present; a
two-thirds (2/3) majority vote of members shall pass said changes/amendments.
ARTICLE XII – INDEMNIFICATION
Section 1. The
corporation shall indemnify any person who was or is a party or threatened to
be made a party of any threatened, pending, or completed action, suit, or
proceeding (including the actions by or in light of the corporation to procure
a judgment in its favor) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually or reasonably incurred, if such person has been
successful in the merits or otherwise in any such action, or upon a
determination in the specific case that such indemnification is proper in the
circumstances because he or she has met the standard of conduct applicable as
set forth in the Pennsylvania Non-Profit Corporation Code. The corporation may
purchase and maintain insurance for the purpose of indemnification on behalf of
any or all persons to the full extent permitted under Pennsylvania Law.
Section 2. Further,
members and/or officers shall not be personally liable for any monetary damages
for any actions taken, unless the director has breached or failed to perform
the duties of his or her office under Pennsylvania Law, specifically the
“Directors Liability Act”, 42 PA C.S. Section 8361 et seq or the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness. Members and officers of this corporation shall have all right and
privileges allowed under Pennsylvania Law, to include the “Directors Liability
Act”, 42 PA C.S. Section 8361 et seq.