ARTICLE
II. PURPOSE
The purpose
of Crime Stoppers USA, Inc. is to provide
administrative support and service to
all member programs, which will promote
best practices for Crime Stoppers type
programs. Crime Stoppers USA, Inc. will
offer training for all partners of the
tripartite relationship and encourage
the community, media and law enforcement
to work together to reduce crime in their
communities. Such purposes are to be charitable
and educational within the meaning of
Section 501(c)(3) of the Internal Revenue
Code of the United States and the applicable
corporate and tax laws of the State of
Delaware . This corporation is organized
exclusively for one or more of the purposes
as specified in Section 501(c)(3) of the
Internal Revenue Code of 1986, or the
corresponding provision of any United
States Internal Revenue Law, and shall
not carry on activities not permitted
by an organization exempt from Federal
income tax under Internal Revenue Code
501(c)(3) or corresponding provisions
of any subsequent Federal tax laws.
ARTICLE
III. MEMBERS
Section
1. Definition - If the term “member”
or “members” may be deemed prohibited
in respect to the provisions of the Internal
Revenue Code of the United States and/or
the laws of the State of Delaware or,
when applicable the laws of any other
state, county, city or political subdivision
thereof, then the use of the terms “member”
or “members” in these bylaws or in any
other Crime Stoppers USA, Inc. document
shall be interpreted as and only as Representatives,
and/or Associates and/or Affiliates and/or
Participants. Also, insofar as Crime Stoppers
USA, Inc. is or may be concerned the term
“member” or “members” shall not, under
any circumstances be interpreted to indicate
any stock, stockholder, share, shareholder,
nor any other meaning that would or might
indicate any form of interest of ownership,
rights of ownership, or equity in Crime
Stoppers USA, Inc., nor in any property,
private, public, personal, real or otherwise.
Crime Stoppers USA, Inc. is organized
in accordance with the provisions of Section
501(c)(3) of the Internal Revenue Code
of the United States of America , the
laws of the State of Delaware governing
nonprofit corporations and, when applicable,
the respective laws of the other states,
counties, cities, or political subdivisions
thereof.
Section
2. Member's Relationship - Each
member Crime Stoppers program is autonomous
and recognized as having met the criteria
as a member in good standing and/or minimum
standards as set forth by Crime Stoppers
USA, Inc.
Section
3. Member in Good Standing -
A member in good standing with Crime Stoppers
USA, Inc. is a Crime Stoppers program
that meets the following criteria and/or
minimum standards as set forth by Crime
Stoppers USA, Inc: |
Section 5. Board
Meeting - Business, which may be conducted
at regular Board of Director's meetings,
shall also include, but not be limited
to:
• Financial
Planning Review.
• Strategic
Planning for Crime Stoppers USA, Inc.
• For the Good
of the Order
Section 6. Meetings
of the Board of Directors shall be as
follows:
• |
Regular/Special
Meeting- The Board of Directors
shall meet no less than three times
during a calendar year and as often
as is necessary for the welfare
of the organization. Meetings may
be held by any method available
through then current technologies.
The Pre-Conference and Post-Conference
Board meetings shall coincide with
the Crime Stoppers USA, Inc. or
Crime Stoppers International, Inc.
Training Conference. |
• |
Executive
Committee Meetings- The Executive
Committee shall be empowered to
conduct the daily business of Crime
Stoppers USA, Inc. when the Board
of Directors is not in session on
matters that, in the opinion of
the Executive Committee, should
be acted upon before the next Board
of Directors meetings. All actions
of the Executive Committee are to
be reported to the Board of Directors
in the minutes of the meeting and
communicated to the full board within
30 days of the meeting. The Executive
Committee shall meet no less than
four times a year by any method
available through then current technologies.
|
• |
Location
- The location of all meetings shall
be based on criteria set by the
Board of Directors. |
Section
7. All members of the Board of
Directors shall have the right to make
motions and vote. A Board member shall
not exercise the right to vote if the
member has a conflict of interest. The
President shall not vote except in the
case of a tie vote. The vote cast the
by President shall be the deciding vote.
Section
8. An individual associated with
a member in good standing of Crime Stoppers
USA, Inc. may attend meetings of the Board
of Directors as a non-voting observer
but may not participate in deliberations
unless so invited by the Board. The Board
of Directors may move to a closed session
should deliberations so require.
ARTICLE
V. VOTING
Section
1. Members in good standing elect
the Officers and Board of Directors. If
there is only one candidate for a position(s),
the Secretary may present the candidate(s)
for election at the General Membership
Meeting.
Section
2. Each member in good standing
according to these by-laws is entitled
to two (2) votes. One (1) vote shall be
designated for the board of directors,
and one (1) vote shall be designated for
the program coordinator. A State or Regional
program that provides only administrative,
member services, or advisory support to
local programs within a geographic area
will be designated two (2) votes for the
board of directors.
Section
3. Each member of the Crime Stoppers
USA, Inc. Board of Directors shall have
one (1) vote. No one individual shall
be allowed more than one (1) vote.
Section
4. For matters of normal business
and extraordinary circumstances of Crime
Stoppers USA, Inc., each member in good
standing shall vote, by a secure process
set forth by the Board of Directors.
Section
5. A member in good standing
may also elect to vote at the Annual Meeting.
Each voting delegate at a conference must
present credentials as specified by the
Board of Directors in order to vote.
Section
6 . A preferential voting process
will be used as set forth by the Board
of Directors and a simple majority of
the votes of members in good standing
is required to elect.
Section
7. In the event there is only
one candidate nominated for one or more
officer position for the corporation,
and that candidate is unwilling or unable
to serve, nominations will be accepted
from the floor at the Annual Meeting and
elections will proceed using the preferential
voting process and a simple majority of
members in good standing in attendance
at the Annual Meeting will be required
to elect as set forth in Article V, Section
2.
Section 8. Proxies
will not be accepted.
Section
9. Nominations will not be accepted
from the floor except as provided in Article
V, Section 7.
Section
10. Notice of any business to
be voted upon shall be provided to the
membership thirty (30) days prior in extraordinary
circumstances and sixty (60) days prior
for normal issues.
ARTICLE VI. BOARD
OF DIRECTORS
Section
1. The affairs of the corporation
shall be supervised and managed, and its
corporate powers exercised, by a Board
of Directors. The number of Directors
shall be fixed at not less than seven
(7) and not more than twenty-five (25)
members, which shall be comprised of Regional
Directors and Board Members, as the Board
of Directors shall determine from time
to time. The number of directorships (within
the meaning of the Delaware Statutes)
at any given time shall be equal to the
number of directors actually in office
at that time, and that number shall be
deemed to have been fixed by resolution
of the Board of Directors. The Board shall
not have more than 49% of its members
currently engaged in or employed by law
enforcement.
Section
2. Qualifications and Eligibility
- To be eligible for nomination for election
as a Board of Director, a candidate must
meet the following criteria:
• |
All
civilian candidates must have a
present association with, and have
a letter of support from a member
in good standing. |
• |
All
law enforcement/coordinator candidates
must have a present association
with a member in good standing,
and have a letter of support from
the supervisor of their law enforcement
agency. |
• |
All
candidates shall sign a consent
form, which will allow them to undergo
a criminal and general background
investigation and submit a resume
including, but not limited to, all
past employment and educational
history that may be verified. |
• |
Candidates
must have attended at least two
National or International Crime
Stoppers conferences, and must submit
in writing the date, location, and
name of the sponsor of such conferences
attended. |
Section
3. Nominations and Elections
• |
Nominations |
• |
The
Nominations Committee - |
• |
Shall
nominate candidates for positions
to the Board of Directors to be
elected by the members in good standing
at the Annual Meeting. |
• |
Shall
have a Chair that is an elected
member of the Board of Directors. |
• |
Shall have four additional
members elected by the Board of Directors
from members in good standing. |
• |
No two members of
the committee, including the Chair,
shall be selected from the same geographic
region. |
• |
Terms of office of
committee members shall be commensurate
with that of the Chair. |
• |
Members of the nominations
committee may also become nominees
for election. |
• |
Recommendations
for Board of Directors nominees may
be made by any member in good standing
of Crime Stoppers USA, Inc. to the
Nominations Committee, which shall
accept the nomination as long as the
nominee meets the qualifications and
eligibility of the position. |
• |
Elections |
• |
All elected members
of the Board of Directors shall serve
for two years or until their successors
are elected, except as provided in
Article VI, Section 5C. |
• |
All elected Board
of Directors will be sworn in and
take office upon verification of the
election results. |
• |
No member of the
Board of Directors may serve more
than ten consecutive years on the
Board. |
Section 4. Power
and Duties of the Directors - The Board
of Directors shall specifically have but
not be limited to the power to:
• |
Adopt
standard rules |
• |
Employ
individuals and contractors |
• |
Authorize
disbursement of funds |
• |
Insure
compliance with nonstock corporate
laws listed in the Statues of the
State of Delaware |
• |
Raise
funds for the corporation |
• |
Delegate
the daily operation to the members
of the Executive Committee or Executive
Director. The Board of Directors
shall approve the hiring of an Executive
Director if it is deemed necessary.
The Board of Directors shall enter
into a contract with the individual
that lists the responsibility of
the position, the reporting structure,
term of contract, and compensation.
|
• |
Elect
designees from current Board Members
to represent Crime Stoppers USA,
Inc. on additional boards as required,
(i.e. Crime Stoppers International,
Inc.). |
Section
5. Regional Directors
- There shall be geographical
areas of responsibility represented on
the Board of Directors by Regional Directors.
• |
Regional
boundaries may be changed from time
to time, as determined by the Board
of Directors and outlined in any
Policy and Procedure Manual the
Board of Directors may create and
maintain. |
• |
The
Board of Directors must report any
changes to the membership at least
60 days prior to the change taking
effect. |
• |
Regional
Directors will be elected to a term
of two years as follows: Odd numbered
regions will be elected in odd numbered
years, and even numbered regions
in even years. |
• |
Each
region will elect their respective
Regional Director at a regional
meeting or conference, or by an
election process appropriate for
that region. Once the Crime Stoppers
USA, Inc. Board of Directors ensures
that the candidate elected meets
the same criteria as that established
in these by-laws, the Board will
accept and approve the vote of the
region. |
Section
6. Vacancies/Removal - Vacancies/Removal
in any office or in members of the Board
of Directors are filled by a vote of the
Board of Directors .
• |
If
a member of the Board of Directors
resigns his seat or has absences
from two consecutive Board meetings,
the Board may take appropriate action
to replace the Director. A member
of the Board of Directors may be
removed for other reasons by a majority
vote of the remaining directors.
|
• |
Should
there be more than six months plus
one day left prior to the expiration
of the Director's term, the President
shall appoint an individual, with
majority approval by the Board of
Directors, to fill the unexpired
term. If the vacant director's term
is six months or less, the position
will remain open until the next
Annual Meeting |
• |
Incapacity
of an Officer |
• |
If
the Board of Directors determines,
by majority vote of all remaining
directors, the officer or director's
incapacity is temporary, the next
junior officer will perform the
duties of the temporarily incapacitated
officer in an “ Acting” capacity
until that officer is able to resume
the duties of the office. The Board
will appoint one of its members
to fill the vacancy thus created
on the Executive Committee. The
order of succession will be as follows:
President, Vice President, Secretary,
and Treasurer. |
• |
If
the Board of Directors determines
by majority vote of all remaining
directors that the officer is permanently
incapacitated and will not be able
to resume the duties of the office
for the balance of the term, the
next junior officer will remain
in the incapacitated officer's position
for the remainder of the term. The
Board will appoint one of its members
to fill the vacancy thus created
on the Executive Committee. |
• |
Permanently
Disabled - Defined |
For purposes
of this Agreement, the Director shall
be deemed to be “permanently disabled”
if:
• |
The
Director is, in the opinion of a
licensed physician selected by the
Board of Directors of the Corporation,
incapacitated to the point where
he can no longer actively take part
in decisions for his own life, is
unable to direct his physician as
to his own medical care, is in a
permanent coma or state in which
he is at no time aware of himself
or the environment and shows no
behavioral response to the environment;
or |
• |
The
Director fails or is unable to perform
his normal occupational functions
for the Company for a period of
thirty (30) consecutive days and,
in the opinion of a licensed physician
selected by the Board of Directors
of the Corporation, has no reasonable
prospect of returning to work; or
|
• |
The
Director fails or is unable to perform
his normal occupational functions
for the Corporation for a period
of three (3) consecutive months;
or |
• |
For
purposes of this section, the term
“permanently disabled” is intended
to include the effects of all bodily
infirmities or disorders, diseases,
injuries (including self-inflicted
injuries), addiction to substances
hazardous to health (including addiction
to narcotics and alcohol), and mental
illness, |
along
with any and all diseases, conditions
or infirmities which are or would be included
in the terms of a bona fide disability
income insurance policy, whether or not
such a policy is in force at the time
of such disability.
Section
7. Emergency Procedure - In the
event the President, Vice President, Secretary,
and Treasurer are simultaneously temporarily
or permanently unable to carry out the
duties of their offices as determined
by majority vote of all remaining directors,
the nearest available board member to
the corporate office will call an emergency
meeting of the Board within seven days
to hold an election to fill the vacated
positions from the remaining members of
the Board of Directors for the balance
of the term.
Section
8. Advisory Director -
Any person or corporation that provides
advice and guidance to the Board of Directors
for Crime Stoppers USA, Inc., beneficial
to the overall goals and objectives of
Crime Stoppers USA, Inc. may be appointed
to the Advisory Board of Directors.
• |
The
President of Crime Stoppers USA,
Inc. appoints the members to the
Advisory Board of Directors, with
majority approval of the Board of
Directors, for a term not to exceed
the President's term of office.
|
• |
The
Immediate Past President of the
Crime Stoppers USA, Inc. Board of
Directors shall be Chair of the
Advisory Board. |
Section
9. Honorary Director -
Any person whom Crime Stoppers USA, Inc.
may wish to honor nationally for a significant
contribution to the advancement of Crime
Stoppers USA, Inc. Honorary members may
be eligible for membership to the Advisory
Board of Directors.
ARTICLE
VII. OFFICERS
Section
1. Principal Officers - The principal
officers of the corporation shall be the
President, Vice President, Secretary,
and Treasurer.
Section
2 . Term of Office - The President,
Vice President, Secretary and Treasurer
shall serve for two years or until their
successors are elected. To provide for
a reasonable rotation, no officer shall
be eligible to serve more than two consecutive
terms in each office.
Section
3. Executive Committee - The
Executive Committee shall consist of the
President, Vice-President, Secretary,
Treasurer, and up to three additional
members of the Board of Directors who
shall be appointed by the President and
approved by a majority of the Board Directors.
Section 4 .
Eligibility of Officers
• |
President/Vice
President - To be eligible for nomination
as President or Vice President an
individual must have served on the
Crime Stoppers International, Inc.,
or Crime Stoppers USA, Inc. Board
of Directors for two years, and
be endorsed by a member in good
standing. Additionally, to run for
President, an individual must have
served on the Executive Committee
of Crime Stoppers USA, Inc., during
the term immediately prior to the
election. |
• |
Secretary/Treasurer-
To be eligible for nomination as
Secretary or Treasurer, an individual
must have served on the Crime Stoppers
International, Inc. or Crime Stoppers
USA, Inc. Board of Directors for
at least one year and be endorsed
by a member program in good standing.
|
• |
For
the election of officers in year
2002, the eligibility requirement
of having served on the Crime Stoppers
International, Inc., or Crime Stoppers
USA, Inc. Board of Directors for
one and two years shall be waived
and replaced with having served
as an officer of a member in good
standing for two years. |
Section 5 .
Duties of Officers
• |
The President
Shall: |
• |
Call
and preside over meetings of Crime
Stoppers USA Inc. members, the Board
of Directors and Executive Committee.
|
• |
Be
knowledgeable of these by-laws.
|
• |
Appoint
committees as provided for in these
by-laws except the Nominations Committee.
|
• |
Shall
be ex officio a member of all committees
except the Nominations Committee.
|
• |
Represent
Crime Stoppers USA, Inc. as its
official representative at designated
functions or appoint a designee.
|
• |
Sign
checks, promissory notes, contracts,
leases, and other documents as required.
|
• |
Perform
all duties named in these by-laws
usually pertaining to the office
and those duties delegated to this
office by the Board of Directors.
|
• |
The
Vice President shall: |
• |
Assist
the President in performance of
his or her duties and in the absence
or disability of the President,
shall perform all duties of the
President |
• |
Oversee
all Committee Chairs appointed by
the President and Board of Directors
|
• |
Represent
Crime Stoppers USA, Inc. as its
official representative at functions
at the direction of the President
and/or the Board of Directors. |
• |
Sign
checks, promissory notes, contracts,
leases and other documents as required. |
• |
The
Secretary shall: |
• |
Assist
the Board of Directors with all
record keeping. |
• |
Keep
the records of all proceedings,
and meetings of Crime Stoppers USA,
Inc. Board of Directors and the
Executive Committee and transmit
these minutes to the Board of Directors,
Executive Committee and/or the membership.
|
• |
Distribute
all minutes to the Board of Directors
in a timely fashion. Also ensure
the minutes of all meetings are
available for publication. Ensure
the minutes are published either
by mail, email, the Crime Stoppers
web board, or any other technological
means within 30 days of the end
of each meeting. |
• |
Act
as a liaison among members of the
Board of Directors and issue reports
to them. |
• |
Handle
all correspondence for Crime Stoppers
USA, Inc. |
• |
Assist
the President in the preparation
of meeting agendas. |
• |
Arrange
all meetings of the Board of Directors.
|
• |
Assist
all Committees and Committee Chairs.
|
• |
Perform
other duties as assigned by the
President or the Board of Directors.
|
• |
Keep
copies of all correspondence generated
by the organization. |
• |
Sign
checks, promissory notes, contracts,
leases, and other documents as required.
|
• |
The
Treasurer shall: |
• |
Be
required to furnish a fidelity bond
in such amount as shall be determined
by the Board of Directors, and paid
for by Crime Stoppers USA, Inc.
|
• |
Review
and make monthly reports of all
monies received by Crime Stoppers
USA, Inc. Monies shall be received
at the designated location and deposited
in a depository approved by the
Board of Directors. |
• |
Prepare
or cause to be prepared all financial
accounts for Crime Stoppers USA,
Inc. on a yearly basis. Ensure that
an annual financial examination
by an outside auditor is conducted.
|
• |
Prepare
a financial statement for Crime
Stopper USA membership meetings.
|
• |
Sign
checks, promissory notes, contracts,
leases, and other documents as required.
|
ARTICLE VIII.
|
