APPROVED BY-LAWS
JUNE 9, 2011 | CONNECTICUT POLICE CHIEFS ASSOCIATION, INC.

Article I
NAME AND LOCATION

Section 1. The name of this organization shall be the CONNECTICUT POLICE CHIEFS ASSOCIATION, INC., a non-profit corporation incorporated in the State of Connecticut.

Section 2. Offices of the Association shall be located in the Hartford area and/or in such other localities as may be determined by the Board of Directors.

Article II
PURPOSES

Section 1. The purposes of the Association as they relate to law enforcement are:

1. To provide opportunity for the exchange of current information and opinions through discussion, study and publications.
2. To promote the law enforcement profession and educate members and the public. 
3. To establish standards of professional conduct.
4. To provide support and direction to the institutions engaged in the field of law enforcement education and training.
5. To conduct meetings and conferences to further the goals of the organization and to advocate for legislation and programs that enhances public safety, the safety of our officers and the highest standards of police performance.
6. To undertake any other functions consistent with the By-laws of this organization.

Article III
MEMBERSHIP

Section 1. Types of Membership: Within the Association, there shall be the following membership classifications: Active, Senior Management, Life and Associate. All Active and Life members shall have voting privileges.

Section 2. Active Membership: The following persons shall be eligible for Active membership:

1. Full-time P.O.S.T. certified law enforcement chief executives engaged in the management of law enforcement agencies in the State of Connecticut.
2. The Commanding Officer, Division of State Police.
3. Persons in the above classifications shall only be eligible to apply for and hold Active membership.

Section 3. Senior Management Membership: The following persons shall be eligible for Senior Management membership:

1. Chief executive officers or commanding officers stationed within this State for any Federal law enforcement agencies. 
2. Chief executive officers or commanding officers of a Railroad Law Enforcement Agency.

Any person who is designated by an Active member within their department as having administrative responsibility to act on their behalf.

The Chief State’s Attorney.

The Commissioners of the Department of Emergency Management and Homeland Security and the Department of Public Safety.

The Commissioners of any State Agency which employs P.O.S.T. certified Law Enforcement Officers.

Section 4. Life Membership: The following persons shall be eligible for Life membership:

1. An Active member in good standing at the time of honorable retirement, and having been an Active member of this Association for a period of not less than five (5) years
2. Any presidents of the Association, who have been honorably retired from law enforcement service.
3. Life membership shall be granted by a majority vote of those present at the Board of Directors meeting. 
4. The Life membership of a member who returns to active duty in law enforcement in a capacity making that individual eligible for Active membership shall be suspended and that person shall revert to the status of an Active member until such time as that member again leaves law enforcement.

Section 5. Associate Membership: Any person who is not eligible for Active, Life, or Senior Management membership, and who is concerned and interested in the welfare and advancement of law enforcement, may apply for Associate membership. 

Section 6. Application for Membership: All applicants for membership shall complete and sign the form of application provided by the Association and submit the application to the Association's office. Such application shall include an agreement by the applicant to abide by the Association's By-laws and Policies.

Section 7. Admission of Members:

Applications for Active membership as defined above shall be automatically granted, upon receipt of a completed application and applicable dues.

Applications for Senior Management membership shall be sponsored by the chief executive officer from the applicant's agency, or the President of the Association and shall require the affirmative majority vote of the Board of Directors for admission of the applicant. 

Applicants for Associate Membership shall be sponsored by either an Active, Senior management, Life member of the association, or the Executive Director.

Upon receipt of an application for Associate Membership, the Executive Director shall announce such application in one of the Associations’ publications and submit the application to the Board of Directors. Said application shall appear on the next Board of Director’s agenda, and shall require the affirmative majority vote of the Board for admission of the applicant.
 

Section 8. Dues:

1. Establishment of Dues: Dues for all classes of membership, assessments and other fees shall be established by the Board of Directors. Life members shall pay no dues; however, the Board of Directors may charge an assessment to all Life members. Dues shall cover the fiscal year July 1 through June 30 and become payable on July 1. Dues paid by an agency for an Active or Senior Management member shall vest in any successor for the remainder of that fiscal year.
2. Delinquency and Cancellation: Any member of the Association who shall be delinquent in dues for a period of sixty (60) days from the time dues become payable shall be notified of such delinquency and suspended from receiving further Association services. If payment of dues is not made within the next thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by majority action of the Board of Directors.
3. Refunds: No dues, assessments or other fees shall be refunded to any member whose membership terminates for any reason.

Section 9. Termination of Membership:

1. Any member may resign from the Association by submitting a written resignation to the Board of Directors. Said resignation shall be effective as of the date received by the Association, unless said resignation specifies another date.
2. Any member participating in activities detrimental to the best interests of the Association or the law enforcement profession as determined by the Board of Directors may be suspended pending a review by the Board of Directors and then may be removed from the Association. No member shall be removed without written notification from the Board of Directors that their removal is being considered. The member shall have thirty (30) days to respond to the notice prior to final action by the Board of Directors. Membership may be terminated by a two-thirds majority vote of the Board of Directors present and that decision is final. If a member is convicted of a felony, membership is automatically terminated. 

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Article IV
ORGANIZATION STRUCTURE

Section 1. Organization: In order to effectively govern and facilitate the efficient operation of the Association, there shall be a duly elected Board of Directors with the powers, duties, and responsibilities as detailed herein.

Article V 
OFFICERS

Section 1.  Elected Officers:  The elected officers of the Association shall consist of a President, a First Vice-President, four (4) Vice Presidents and a Secretary-Treasurer to be elected by the Active and Life membership of the Association and will serve until their successors have been duly elected and assume office.  Only Active sworn members who are full-time law enforcement chief executives in the State of Connecticut shall be eligible to hold an officer position in the Association.

Section 2.  Qualifications for Office:

1. Any Active sworn member shall be eligible to be nominated and elected as President provided that person completes at least one (1) year as First Vice-President of the Association and is a member of the Board of Directors at the time of election to the office of President. 
2. Any Active sworn member shall be eligible to be nominated and elected as First Vice-President provided that person completes at least one (1) year as a Vice President of the Association and is a member of the Board of Directors at the time of election to the office of First Vice-President. A vacancy in this office shall be filled by a sitting Vice-President.
3. Any Active sworn member in good standing shall be eligible for nomination and election to any of the remaining elective offices of this Association provided that person completes at least one (1) year as a member of the Board of Directors immediately prior to assuming office.

Section 3.  Nomination and Election of Officers:  In accordance with the procedure specified in Article XII, Section 1, the Nominating/Election Committee shall prepare and submit to the Active and Life members, nominations for each of the seven (7) elective offices of the Association.  Any person so nominated shall be a member of the Board of Directors, and have given his/her prior consent to nomination and election as an officer. To the fullest extent possible the Nominating/Election Committee shall insure that the officer positions are representative of all the State’s Regions. 

Section 4.  Term of Office:  Each elected officer shall take office immediately upon being sworn in and shall serve for a term of one (1) year or until his successor is duly elected and assumes office.  Each elected officer shall maintain full-time law enforcement chief executive responsibilities during his term of office or said office shall be automatically declared vacant.  Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Board.

Section 5.  Re-election:  Vice-Presidents and the Secretary-Treasurer shall be eligible for nomination and re-election to consecutive terms.  Vice-Presidents (other than the First Vice-President) may be nominated and re-elected to no more than four successive one-year terms. The Secretary-Treasurer may be nominated and re-elected to consecutive one-year terms.

Section 6.  Vacancies-Removal:  Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting.  After notice and hearing, the Board of Directors, may, by a two-thirds vote of its members present remove any officer from office for cause.

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Article VI

DUTIES OF OFFICERS

Section 1. President: The President shall be the chief executive officer of the Association and shall bear responsibility for the day-to-day operations of the Association. The Executive Director shall directly report to the President on all matters concerning the operation of the Association. The President shall serve as Chairman of both the Board of Directors and the Executive Board. The President shall also serve as a member, ex-officio, with right to vote, on all committees except where prohibited by the By-Laws. The President shall be empowered to appoint all necessary committees with the approval of the Board of Directors. The President, with the approval of the Board of Directors, is authorized to enter into contracts and grants on behalf of the Association. The President shall be required, at Association expense, to engage the services of a licensed professional to conduct a financial audit of the Association’s finances no less than once every three years, provided, however, that a proper financial review by a licensed professional shall be conducted no less than once annually at the conclusion of the Association’s fiscal year.

At the Annual Meeting of the Association and at such other times as he/she shall deem proper, the President shall report to the membership concerning the state of the Association and the results of any financial review or audit.

Section 2. First Vice-President: There shall be a First Vice-President who shall become President at the expiration of the President’s term or at such earlier time should the office of President become vacant. At the request of, or in the absence or disability of the President to render and perform the duties or exercise the powers of the Presidency as set forth in these bylaws, the First Vice President shall perform the duties of the President.

Section 3. Vice Presidents: A Vice President shall be assigned by the President to oversee each standing or special committee.

Section 4. Secretary-Treasurer: The Secretary-Treasurer shall oversee and administer all the Association's funds and records. As Treasurer this officer shall oversee the collection of member dues and/or assessments and the establishment of proper accounting procedures for the handling of the Association's funds. The Secretary-Treasurer shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President. As Secretary of the Association, this officer shall oversee the proper recording of proceedings of meetings of the Association and the Board of Directors and shall see that accurate records are kept of all members. The Secretary-Treasurer shall work closely with any paid executive staff of the Association to ascertain that appropriate procedures are being followed in the financial affairs of the Association, and shall perform such other duties as occasionally may be assigned by the Board of Directors.

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Article VII
DIRECTORS

Section 1. Directors: There shall be eighteen Directors including the Immediate Past President of the Association and seventeen (17) Directors at Large consisting of twelve (12) Active members, Chairman of the Life Member Council, three (3) additional Life members and one (1) Associate member.

Section 2. Term of Office: All active members serving as Directors at Large shall serve a term of three (3) years or until their successors have been elected and assume office. Said terms shall be staggered so that no more than one-third of the active members shall be elected in a given year. All Active members serving as Directors at Large shall maintain full-time law enforcement chief executive responsibilities during their term of office or said office shall automatically be vacant. The Immediate Past President shall serve a one year term consecutive to the conclusion of the member’s term as President. The Chairman and the Representatives of the Life Member Council shall serve a term of two (2) years such that no more than one half (1/2) of the life members shall be elected in a given year. The Associate Member shall serve a term of three (3) years. 

Section 3. Re-election: No member of the Board of Directors having completed a full term of office shall be eligible for re-election until a period of at least one year has elapsed. A member designated to fill out the partial term of office created by a vacancy shall be eligible for re-election.

Section 4. Vacancies: Any vacancy of the Directors-at-Large occurring between Annual Meetings shall be filled by the Board of Directors at a properly noticed meeting, provided that no region will be left without the representation of a Director at Large. A Director so elected to fill a vacancy shall serve the unexpired term of the member’s predecessor. After notice and hearing the Board of Directors may, by a two-thirds vote of its members present, remove any officer from office for cause.

Article VIII
LIFE MEMBER COUNCIL

Section 1. Composition: The Life Member Council shall be made up of members of this Association granted Life Member status.

Section 2. Meetings: The Council shall meet periodically during the year but not less than one meeting per year which shall be their annual meeting. The annual meeting will be held in late April or early May. The Council shall have a special meeting if circumstances require and such meeting is requested by no less than five Life Members.

Section 3. Representation: There shall be a Chair of the Life Member Council elected by the Life Members at the annual meeting in odd numbered years. There shall be three other members of the Council elected at the annual meeting as Directors as defined in Article VII. These representatives shall serve two year, non-successive terms and those terms shall be staggered, one to be coterminous with the Chair and the other two, non-coterminous with the Chair elected in even numbers years.

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Article IX
BOARD OF DIRECTORS

Section 1. Board of Directors: Authority and Responsibility: 
The Board of Directors shall be the governing body of the Association and shall promulgate, adopt, and publish such rules and policies by which the business and affairs of the Association shall be conducted. 

The Board shall adopt an annual budget for the Association, and no expenditures shall be made except in accordance with funds allocated under said budget or specifically authorized by a majority of the Board at a properly noticed meeting.

The Board shall approve all committees as recommended by the President. 

The Board shall authorize and generally supervise the publications of the Association.

The Board shall appoint or hire an Executive Director and/or any person, firm or entity deemed necessary to administer or facilitate the operations of the Association. As the governing body of the Association, the Board shall fix the terms of employment, tenure, and compensation of any Executive Director, person, firm, or entity so appointed or hired.

The Board shall approve any contracts except that the President is empowered, and may authorize the Executive Director within the strictures of the approved budget, to enter into any contract considered normal and customary to the operations of the Association, provided the Board is notified of same at its next scheduled meeting.

The Board shall take all appropriate steps necessary to keep the membership of the Association apprised in a timely manner of its activities and of all matters of pertinent concern to the membership.

Section 2. Composition: The Board of Directors shall consist of twenty-five (25) members. This number shall include the following: the seven (7) Officers (named in Article V) and the eighteen (18) Directors of the Association.

Section 3. Quorum of the Board: At any meeting of the Board of Directors, a majority of the sitting members of the Board shall constitute a quorum for the transaction of the business of the Association and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present.

Section 4. Meetings of the Board: A regular meeting of the Board of Directors shall be held no less than three (3) times during each fiscal year at such time and at such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. Special meetings of the Board of Directors may be called by the President or at the written request of any seven (7) Board Members, by notice mailed, delivered, telephoned, faxed or emailed to each member of the Board of Directors not less than seventy-two (72) hours before the meeting is held.

Section 5. Voting: Voting rights of a Director shall not be delegated to another nor exercised by proxy.

Section 6 . Voting by Mail: Action taken by a conventional mail or electronic ballot of the members of the Board of Directors in which at least a majority of such Directors, in writing, indicate themselves in agreement, shall constitute a valid action of the Board and shall be reported at the next regular meeting of the Board. Records of any votes shall be retained in accordance with the Association’s Records Retention Policy.

Section 7. Reimbursement: Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the Association’s business are allowed to be reimbursed with documentation and prior approval of the Board of Directors. 

Article X 
EXECUTIVE BOARD 

Section 1. Composition: The Executive Board shall consist of the seven (7) officers of the Association as defined in Article V as defined in Article V and the Immediate Past President.

Section 2. Authority and Responsibility: The Executive Board may act in place and stead of the Board of Directors between Board of Directors meetings on all matters, except those specifically reserved to the Board of Directors by these By-laws. Actions of the Executive Board shall be reported to the Board of Directors by mail or at the next Board of Directors meeting.

Section 3. Quorum/Call of Meetings: A majority of the Executive Board shall constitute a quorum at any duly called meeting of the Executive Board. The President shall call meetings of the Executive Board as the business of the Association may require. A meeting of the Executive Board of officers shall be called upon the President’s receipt of a written request by three (3) members of the Executive Board.

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Article XI 

SPECIAL AND STANDING COMMITTEES

Section 1. Nominating/Election Committee: The President shall appoint, with the approval of the Board of Directors, a Nominating/Election Committee which shall consist of five (5) Active members, each representing a different recognized geographical region of the State and one (1) of the five (5) shall have served on that Committee the previous year. No member of this committee may be nominated or petition for elected office. The President and the Executive Director shall serve as non-voting members of this committee. The committee members shall be announced to the membership prior to October 1.

The Committee shall, in accordance with Article XII, bear responsibility for the overall administration of the nomination process and annual elections for office not otherwise reserved to the Life members, including certifying the eligibility of members nominated for office, the printing, distribution, and collection of ballots, the counting of ballots once collected and the certification of the person prevailing in each contested election. 

The Committee shall be afforded the necessary resources and funding to effectively administer elections. The services of the Committee shall conclude simultaneously with the certification and acceptance of all election results for which it was charged.

Section 2. Finance Committee: The Finance Committee shall consist of the President, the First Vice President and one other Vice President, the Secretary-Treasurer, the Immediate Past President, and Executive Director. The Secretary-Treasurer shall serve as Chairman and the Executive Director shall serve as a non-voting member of the committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and an annual budget for approval by the Board of Directors. All expenditures must be within the budget unless amended by a majority of the Board of Directors. The Finance Committee is responsible for developing and reviewing best practices for the Association’s fiscal procedures, fundraising plans and investments.

Section 3. Special Committees: The President, with the approval of the Board of Directors, may create, charge or dissolve such other committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these By-laws.
 

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ARTICLE XII

NOMINATIONS AND ELECTIONS 

Section 1. Nominations: The Nominating/Election Committee shall, no later than December 1, prepare and electronically publish to the membership a proposed slate of candidates from the Active membership for any office for which an election is to be held. The Committee shall simultaneously also nominate one (1) Associate member as needed for a position on the Board of Directors. 

Petition candidates from the Active members shall be allowed for thirty (30) days after the announcement of the Nominating/Election Committee’s proposed slate of candidates. Any Active member who is not nominated by the Committee but who wishes to seek election may petition for a position on the ballot. The completed petition must be forwarded and received by the Committee within 30 days and must contain the signatures of at least twenty-five (25) Active and/or Life members before the candidate’s name shall be placed on the election ballot.

Section 2. Prohibition Against Multiple Positions/Nominations: No member may be nominated for more than one office. No member shall hold more than one elected office at the same time. 

Section 3. Elections: The Nominating/Election Committee, once having received all qualified nominations within the defined nomination period, shall conduct and certify the results of an election by March 1, excluding necessary run-offs.

The Nominating/Election Committee shall establish a process that insures that only one vote is cast by each eligible Active and Life member and that the voting is done by secret ballot.

The votes shall be tabulated by the Nominating/Election Committee. Candidates receiving the highest number of votes for each office shall be declared elected. In the event of tie votes, run-off elections will be held within thirty (30) days in the same manner prescribed herein. Results of the election shall be announced to the membership and the written record shall be filed at the offices of the Association. In the event of an uncontested election, the Secretary shall cast one ballot in favor of said person thereby causing their election. 

Section 4. No member seeking elected office and no person seeking to endorse any member seeking elected office shall be allowed to use CPCA finances or the CPCA electronic mail network for purposes related to an election.

Section 5. All members elected to office, except as otherwise provided in these By-Laws, shall assume office at the Annual Meeting of the CPCA, and shall serve a term of office as prescribed in these By-Laws.

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Article XIII
EXECUTIVE DIRECTOR AND STAFF

Section 1. Appointment: The Board shall employ a salaried staff head or contract for services with a person who shall have the title of Executive Director, or other titles so specified by the Board, and whose terms and conditions of employment shall be specified or contracted by the Board. 

Section 2. Authority and Responsibility: The Executive Director shall be the chief operating officer of the Association responsible for the effective day to day management of the Association. The Executive Director under the supervision of the President shall manage and direct all activities of the Association. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association.

Article XIV
FINANCE

Section 1. Fiscal Year: The fiscal year of the Association shall be July 1st to June 30th.

Section 2. Bonding: Trust or surety bonds shall be furnished for the President, Secretary-Treasurer, Executive Director and such other officers or employees of the Association as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by the Association.

Section 3. Budget: With recommendations from the Finance Committee, the Board of Directors shall adopt in advance of the next fiscal period an annual operating budget covering all activities of the Association.

Section 4. Checks: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by (2) two of the following: President, Executive Director or Secretary/Treasurer.

Section 5. Purchasing: In the acquisition of goods and services, the Association shall seek and purchase such goods and services from the lowest responsible vendor.

Article XV

INDEMNIFICATION

Section 1. All members of the Board of Directors shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board in connection with any threatened, pending, or completed action, suit or proceeding to which they may become involved by reason of their being or having been a member of the Board, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of their duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which all members of the Board are entitled.

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Article XVI
DISSOLUTION

Section 1. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, education, scientific, or philanthropic organizations to be selected by the Board of Directors and approved by the membership.

Article XVII
AMENDMENTS

Section 1. These By-laws may be amended or repealed by a two-thirds (2/3) vote of the Active and Life members present at any Annual Meeting of the Association provided that notice of such proposed changes are sent in writing to the Active and Life members thirty (30) days before such meeting. These By-laws may also be amended or repealed by a two-thirds (2/3) vote of the Active and Life members voting by a thirty (30)-day mail ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any fifty (50) Active and Life members addressed to the Board. All such proposed amendments shall be presented to the Active and Life membership with a recommendation of approval or disapproval from the Board of Directors.

Article XVIII
SEVERABILITY OF CLAUSES

Section 1. If any provision of these By-laws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these By-laws shall remain operative and binding.

Adopted: June 09, 2011

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