AMENDED & RESTATED
BYLAWS
OF
NH LAW ENFORCEMENT ADMINISTRATIVE PROFESSIONALS
ARTICLE 1
Name
The name of this New Hampshire non-profit corporation is NH Law Enforcement Administrative Professionals (the "Corporation") as set forth in the Articles of Agreement. (From 1996 (1) until 2015, the corporation was known as the "New Hampshire Chiefs of Police Secretaries Association" or "NHCOPSA".)
ARTICLE 2
Location
Section 2.1. Principal Office. The principal office of the Corporation for the transaction of its business is located at [Fremont Police Department, 425 Main Street, Freemont, NH 03044.
Section 2.2. Other Offices. The Corporation may also have offices at such other places, within or without the State of New Hampshire, where it is qualified to do business, as its business may require and as the Executive Board ("Board" or "Executive Board") may from time to time designate.
ARTICLE 3
Powers and Purposes
Section 3.1. Purpose. The Corporation is organized and operated exclusively for the purposes as stated in the Articles of Agreement.
Section 3.2. Powers. The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of New Hampshire.
Section 3.3. Limitations.
(a) The Corporation shall be an equal opportunity and affirmative action employer, and it shall not discriminate on the basis of age, race, color, creed, sex, financial status, or national origin (i) in the persons serviced or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; or (iii) in the membership of its Board.
(b) If the Corporation is determined to be a private foundation (i) it will not engage in any act of self-dealing which would give rise to any liability for the tax imposed by Section 4941 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; (ii) it will distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; (iii) it will not retain any excess business holding which would give rise to any liability for the tax imposed by Section 4943 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; (iv) it shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; and (v) it shall not make any taxable expenditures which would give rise to any liability for the tax imposed by Section 4945 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.
Section 3.4. Personal Views. The Corporation is not responsible for the personal views expressed by any of its speakers, authors, employees, Officers, Incorporators, or other participants unless these views have been affirmed or ratified by the Board.
ARTICLE 4
Members
Section 4.1. Powers of Members. Unless otherwise provided in these Bylaws, and except as delegated to the Board, the Members shall have all of the powers of Members in a not for profit corporation that is organized under NH RSA 292, including, without limitation, the right to elect the members of the Board.
Section 4.2. Types of Members. Any person who presently or formerly provides or provided administrative support to a law enforcement official within the State of New Hampshire ("Applicant"), shall be eligible for membership in the Corporation in one of the following designated categories:
ACTIVE MEMBER: Any presently-employed individual. (Active Members include Members who were formerly known as "Charter Members");
ACTIVE EMAIL MEMBER: Any presently-employed individual whose attendance is not required at Members' meetings (An Active Email Member who has attended 2 of the last four Member meetings in-person may apply to become an Active Member.); or
LIFETIME MEMBER: Any individual who retired from his/her administrative support position while a Member in good standing of the Corporation.
Section 4.3. Membership Criteria and Dues.
The Board shall establish the minimum criteria or qualifications for each type of membership from time to time, including the obligation to pay dues. However, Lifetime Members are exempt from paying dues.
Section 4.4. Qualifications of Members.
A person who wishes to become a Member shall submit the required membership application forms to the Board. The Board shall review all applications for membership and, if membership criteria are satisfied, at their discretion, may accept new Members into the Corporation.
Section 4.5. Removal of Members.
The Board may terminate the membership of a Member who no longer satisfies the criteria for membership. In addition, the Board may terminate the membership rights of a Member, or sanction a Member as the Board sees fit, for the reasons set forth in Section 4.8, or for any other cause deemed sufficient by the Board. All such actions of the Board shall be final. A Member whose membership has been terminated pursuant to this Section may appeal the decision. The appeal shall be heard by an Appeals Panel consisting of 3 Lifetime Members who have been chosen at random from the list of Lifetime Members who have agreed to hear appeals. If there are insufficient Lifetime Members who are willing to serve on an Appeals Panel, members of the Appeals Panel may be selected at random from a list of Active Members who have agreed to hear appeals. The Board shall establish the processes and procedures for filing and conducting appeals. The Appeals Panels shall act by majority vote, and the decisions of the Appeals Panels shall be binding upon the Corporation and the affected Member.
Section 4.6. Voluntary Termination.
Any Member may terminate his/her membership in the Corporation at any time by providing notice to the President or Secretary. An Active Member who fails to attend at least 2 of the last 4 regular Members' meetings (inclusive of the Annual Meeting) in-person may, at the option of the Board, be deemed to have resigned as a Member. The following classes of Members need not attend Members' meetings: Active Email Members and Lifetime Members.
Section 4.7. Supporting Members.
The Corporation may also recognize or designate (a) persons who are supporters of the Corporation and its purposes, and/or (b) persons who are actively engaged in the activities of the Corporation or who utilize its services, as "members" on terms and conditions established by the Board from time to time. Despite such designations, however, such persons will have no power or authority to govern the Corporation or to vote at Members' meetings.
Section 4.8. Code of Conduct. Every Member shall conduct herself/himself in a manner that will bring credit to herself/himself, her/his respective Department or Agency, and the Corporation at all times. Any conviction for a crime, conduct which would constitute a crime although not prosecuted, publicly making defamatory remarks about the Corporation, or any other conduct that may bring discredit upon the Corporation shall be grounds for termination of Membership or other sanction pursuant to Section 4.5.
ARTICLE 5
Meetings of Membership
Section 5.1. Annual Meeting. The Annual Meeting of the Members shall be in held in the month of October each year at a date, time, and place designated by the President or the Board. Written notice of the place, date, time and subject matter of the Annual Meeting shall be given to the Members by the Secretary at least ten (10) days prior to such meeting. The purpose of the Annual Meeting shall be to elect members of the Board, to receive reports of the Board and Officers, and to transact such other business as may legally come before the meeting.
Section 5.2. Regular Meetings. The Members shall hold regular meetings at such other times and places as shall from time to time be determined by the Board with at least ten (10) days' written notice. The Members shall meet at least four (4) times each calendar year.
Section 5.3. Special Meetings. Special meetings of the Members may be called by the President (upon his/her own initiative or upon written request of at least five (5) Members) or by two (2) members of the Board, with at least ten (10) days written notice. Notice of such meeting shall include a statement of the purpose of the meeting, the date, time and location of the special meeting and an agenda. Only items on such agenda may be voted on by the Members at such a meeting.
Section 5.4. Quorum. A quorum for a Members' meeting shall be 25% of the Active Members admitted and in good standing as of the date of the notice of a meeting. Lifetime and Active Email Members will not be counted in determining whether a quorum exists. Unless otherwise provided for by law or in these Bylaws, the act of the majority of the Active Members who are present and voting at any meeting at which a quorum is present shall be the act of the Members. If a quorum shall not be present at any meeting of the Members, the Active Members present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 5.5. Voting. A quorum for a Members' meeting shall be 25% of the Active Members admitted and in good standing as of the date of the notice of a meeting. Each Active Member in good standing shall have one vote at Members' meetings. Active Email and Lifetime Members shall have no right to vote at Member meetings. All references in these Bylaws to quorums, actions, or votes by the Members shall refer only to the Active Members in good standing, and shall not be deemed to include Active Email or Lifetime Members. For the purposes of these Bylaws, a Member shall be deemed to be "in good standing" if the Member has (a) paid all dues, (b) attended at least 1 of the last 3 regular Member meetings preceding the most recent Annual Meeting in-person, and (c)
is in compliance with all of the provisions of the Articles of Association and these Bylaws, including, without limitation, Section 4.8.
Section 5.6. Proxies. Active Members may not vote by proxy on any matter before the Members.
Section 5.7. Notice of Meetings. The business to be transacted at, and the purpose of, any regular or special meeting of the Members shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting.
Section 5.8. Record of Meetings. The Secretary or other person designated by the Members shall keep a record of the meeting.
Section 5.9 Extraordinary Circumstances. In the event that a health emergency or other crisis makes in-person meetings unadvisable, the Board may schedule and hold meetings of the Members via conference call, video conference, or other available means by which the Members can hear any presentations and one another, participate in any discussions and review materials that have not been circulated in advance of the meeting. Participation in such a meeting shall be considered to be "in-person" attendance by the Member. The Board shall adopt appropriate rules and procedures for calling and conducting such meetings, verifying the Members who are participating in the meeting and recording the votes taken at the meeting.
ARTICLE 6
Officers and Agents
Section 6.1. Officers. The Officers of the Corporation shall include a President, a Vice President, a Secretary, a Treasurer, a Deputy Treasurer, and a Past President. All officers of the Corporation must be Active Members in good standing. All Officers shall possess relevant experience and resources to help the Corporation achieve its objectives.
Section 6.2. Election: Term of Officers; Vacancies. The Active Members shall elect the Officers of the Corporation at their annual meeting. Only Active Members may nominate persons to serve as Officers. The Officers of the Corporation shall take office on the January 1 following their election, and shall hold office for terms of three (3) years or until the terms of their successors begin. Any vacancy occurring in any office of the Corporation shall be filled by the Active Members. The terms of office of Officers who are elected to fill a vacancy shall extend for the remainder of the term of their predecessor in the office. A person may hold more than one office except that the President may not also be the Vice President. No Officer shall serve in the same office for more than two (2) consecutive full terms.
Section 6.3. Other Officers and Agents. The Active Members may elect or appoint such other Officers and agents as they shall deem necessary, and these Officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Active Members.
Section 6.4. The President. The President shall be the Chief Executive Officer of the Corporation. The President shall be responsible for the general active management of the Corporation, and shall carry out the orders and resolutions of the Board and the Active Members. The President shall perform all the usual duties incident to the office of President, and shall have such other powers and duties as may from time to time be prescribed by the Bylaws or by resolution of the Board. All candidates for the Office of President must first have served as another Officer of the Corporation for at least 3 years prior to assuming the office of President.
Section 6.5. The Vice President. The Vice President shall perform such duties and have such powers as the President may designate. In the absence or disability of the President, the Vice President shall perform the duties and have the powers of the President.
Section 6.6. Secretary. The Secretary or other person designated by the Board shall keep the minutes of all meetings of the Board, and shall perform all other duties usually incident to the office. The Secretary or other person designated by the Board shall issue notices of annual, regular, and special meetings of the Board and the Members.
Section 6.7. Treasurer. The Treasurer shall receive and keep records, and safely keep and disburse the funds of the Corporation, subject to the direction of the Board. The Treasurer, or in his or her absence another Officer of the Corporation, shall deliver a report at each meeting of the Board and shall deliver an annual report at the annual meetings of the Board and the Members. The Treasurer shall participate in the preparation of a proposed budget each year for consideration by the Board, and shall prepare and make any necessary State and Federal tax filings. At its discretion, the Board may require the Treasurer, or any other Officer authorized by the Board to sign checks, to give a bond in such sum and with such sureties as the Board may require. The Board may also direct the Corporation to pay the cost of the premiums for such bonds.
Section 6.8. Deputy Treasurer. The Deputy Treasurer shall perform such duties and have such powers as the President or the Treasurer may designate. In the absence, unavailability, or disability of the Treasurer, the Deputy Treasurer shall perform the duties and powers of the Treasurer.
Section 6.9. Past President. The Past President shall perform such duties as the President may designate from time to time.
Section 6.10. Unavailability of Officers. In the absence of the President and the Vice President, the Past President, Secretary, Treasurer, and Deputy Treasurer shall perform the duties of the President in that order of succession.
Section 6.11. Removal. The Corporation and the Officers are committed to resolving any conflicts among Officers and Members wherever possible. However, any Officer may at any time be removed from office for any cause deemed sufficient by the Board by the affirmative vote of a majority of the full number of the Board acting at a meeting of the Board.
Section 6.12. Resignation. Any Officer may resign at any time by giving written notice to the President or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified in the notice.
Section 6.13. Compensation. Officers shall not receive any stated salaries for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board or of the Members. Nothing contained in these Bylaws shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving compensation from such service so long as the provisions of Article 11 have been complied with.
ARTICLE 7
Executive Board
Section 7.1. Management by Executive Board. Between meetings of the Members, the Officers of the Corporation, who hold office from time to time, shall constitute the Executive Board of the Corporation, and shall exercise all of the powers, rights, responsibilities, and duties of "directors" or "trustees" under the laws of the State of New Hampshire, and shall be responsible for the control and management of the affairs of the Corporation. No expenditures of money shall be made and no contracts or other obligations shall be entered into unless previously authorized by vote of the Active Members, the Board, or by an Officer or committee to which such authority has been given. However, if the Board shall subsequently ratify any such expenditure or contract that had not been previously authorized, the Corporation shall then be bound.
Section 7.2 Number. At all times, the Board of the Corporation shall consist of at least five (5) persons who are not of the same immediate family or related by blood or marriage to another member of the Board.
ARTICLE 8
Meetings of the Board
Section 8.1. Annual Meeting. The annual meeting of the Board shall take place at such time and on such date during the month of October of each year at the principal office of the Corporation, or at such other time, date, or place in New Hampshire as the Board or the President shall determine. The purpose of the annual meeting shall be to adopt an annual budget for the Corporation, to receive the reports of committees of the Board, and to transact such other business as may properly come before the meeting.
Section 8.2. Meetings of Board. Regular meetings of the Board shall be held at such times and at such places as shall from time to time be determined by the President or the Board.
Section 8.3. Special Meetings. Special meetings of the Board may be called by the President or by any two (2) Board members on ten (10) days' notice.
Section 8.4. Notice of Meetings. The business to be transacted at, and the purpose of, any annual, regular, or special meeting of the Board shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting. Notice shall be given at least ten (10) days in advance of the meeting and in accordance with the provisions of Article 9.
Section 8.5. Alternate Forms of Meetinqs.
Conference Calls. The members of the Board or any committee or subcommittee of the Board may participate in a meeting of the Board or such committee by means of telephone conference call, video conferencing, or similar communications equipment. Participation by this means shall constitute presence by the person at the meeting.
Telephone Polls and Electronic Mail. The members of the Board or any committee or subcommittee of the Board may also take an action if two-thirds (2/3) of those qualified to vote approve the action via telephone poll conducted by the President or any Officer designated by the President to conduct such poll or by electronic mail. The exact text of the action to be voted upon shall be read or sent to the Board or committee or subcommittee members entitled to vote on the matter and the vote of each Board member or committee or subcommittee member shall be recorded. The result of any telephone poll or vote by electronic mail shall be presented to and reviewed by the members of the Board, the committee, or subcommittee, respectively, at their next regularly scheduled meeting following the poll or vote.
Section 8.6. Record of Meetings. The Secretary or other person designated by the Board shall keep a record of the meeting.
Section 8.7. Quorum: Vote Required. A majority of Board members shall constitute a quorum for the transaction of business at a meeting of Board, and, unless otherwise provided for by law or these Bylaws, the act of the majority of the Board members present and voting at any meeting at which a quorum is present shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Board members present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 8.8. Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Board members and filed by the Secretary with the minutes of the meetings of the Board.
Section 8.9. Proxies Prohibited. Board members may not vote by proxy on any matter before the Board.
Section 8.10 Extraordinary Circumstances. In the event that a health emergency or other crisis makes in-person meetings unadvisable, the Board may schedule and hold meetings of the Board via conference call, video conference, or other available means by which the Board Members can hear any presentations and one another, participate in any discussions and review materials that have not been circulated in advance of the meeting. Participation in such a meeting shall be considered to be "in-person" attendance by the Board Member. The Board shall adopt appropriate rules and procedures for calling and conducting such meetings, verifying the Board Members who are participating in the meeting and recording the votes taken at the meeting.
ARTICLE 9
Notice
Section 9.1. General. Whenever under the provisions of law or these Bylaws, notice is required to be given to any Board member, Officer, or Member, such notice must be given in writing, either by personal delivery, facsimile with confirmed receipt, courier, postal service, or electronic mail with confirmed receipt, addressed to such Board Member, Officer, or Member at his or her address as it appears on the records of the Corporation, with postage or other delivery fees prepaid, if applicable. Notice by mail shall be deemed to be given three days after it is deposited in the United States mail.
Section 9.2. Waiver. Whenever any notice is required to be given by law or by these Bylaws, a waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice. Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose of objecting at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
ARTICLE 10
Committees
Section 10.1. Committees. The Board may designate and appoint such committees as it deems necessary for the efficient conduct of the business of the Corporation, which committees may consist either of members of the Board or such other persons as are designated in the resolution authorizing the creation of that committee. The committees shall have such powers and authority and such duties and responsibilities as shall be set out in the resolution authorizing the creation of the committee. All committees shall be discontinued when no longer necessary. Committees shall not have the authority to act on behalf of the Corporation without specific authorization from the Board.
Section 10.2. Reports, Notice, and Records. Each such committee shall present a written report at the annual meeting of the Board or more frequently, as the Board requires. Meetings of committees and subcommittees of the Board shall be called, actions shall be taken, and records of such meetings shall be kept in a similar manner as meetings of the Board.
ARTICLE 11
Conflicts of Interest
Section 11 .1. Conflicts. Notwithstanding the fact that the Corporation is not a "charitable trust", each Board member, Officer, or committee member shall have an affirmative duty to disclose to the Corporation each transaction with the Corporation that falls within the definition of a Pecuniary Benefit Transaction (as that term is defined by RSA 7:19-a) as to that Board member, Officer, or committee member, and shall be prohibited from participating in the discussion or voting on such transactions. The Corporation shall enter into such transactions only in accordance with the policy or policies regarding conflicts of interest that have been adopted by the Board from time to time.
Section 11.2. Provisions Relative to Board Members, Officers, and Committee Members. In the absence of bad faith, no contract or transaction by this Corporation shall be void, voidable, or in any way affected by reason of the fact that the contract or transaction is (a) with one or more of its Board members, Officers, or committee members, (b) with a corporation, organization, or other entity of which a Board member, Officer, or committee member of this Corporation is a director, officer, employee, or is in any way interested, or (c) one in which a Board member, Officer, or committee member of this Corporation is in any way interested. In the absence of bad faith, no Board member, Officer, or committee member of this Corporation shall be liable to this Corporation or creditor of this Corporation or to any person for any loss incurred by reason of such contract or transaction or be accountable for any gains or profits realized as a result of such contract or transaction so long as the transaction has been approved in accordance with the provisions of these Bylaws.
ARTICLE 12
Contributions and Depositories
Section 12.1. Voluntary Contributions. The Corporation may accept gifts, grants, legacies, and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies.
Section 12.2. Depositories. The Board shall determine which depositories shall be used by the Corporation as long as such depositories are located within the State of New Hampshire and are duly authorized to transact business by the State of New Hampshire and are federally insured. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation, and in such manner as shall be from time to time determined by resolution of the Board.
ARTICLE 13
Dissolution
The Corporation may be dissolved upon the affirmative vote of two-thirds (2/3) of the full number of the Board taken at a meeting of the Board called for that purpose, or upon the written consent of all members of the Board entitled to vote thereon. No member, Board member, Officer, employee, or person connected with the Corporation shall be entitled to share in the distribution of any of the Corporation assets upon its dissolution.
ARTICLE 14
General
Section 14.1. Fiscal Year. The Corporation shall operate on a fiscal year ending December 31 of each year. The fiscal year may only be changed by the Board in its discretion and shall not require an amendment to these Bylaws.
Section 14.2. Execution of Contracts and Documents. All contracts and evidence of debt may be executed only as directed by the Board. The President and the Treasurer or other agents authorized by the Board shall execute, in the name of the Corporation, all contracts or other instruments so authorized by the Board.
Section 14.3. Payment of Goods and Services. Payment for any services rendered or materials provided to the Corporation shall be made only upon authorization of the Board. Payment by means of check or other instrument of indebtedness requiring a signature shall be signed by the Treasurer or such other Officer or Officers as are authorized by the Board.
Section 14.4. Internal Controls. Any checks exceeding $500, or such other amount as the Board shall set from time to time, shall be countersigned by a second Officer.
ARTICLE 15
Indemnification
Section 15.1. Indemnification. The Corporation may indemnify a person who is or was a Board member, Officer, employee, representative, or agent of the Corporation, or who served on a committee created by the Board ("Protected Party") to the full extent allowed by law. Such indemnification may include judgments, fines, and amounts paid in settlement of any lawsuit, proceeding, or
prosecution (including appeals) ("Proceedings") in which the Protected Party is made a party by reason of being a Protected Party. Such indemnification shall also include all responsible expenses, including attorneys' fees, actually and necessarily incurred in defense of any Proceedings, to the extent the Protected Party is not otherwise indemnified by another entity. This provision shall also extend to any Proceeding in which the Protected Party is made a party in the Protected Party's capacity as an officer or member of another organization in which the Protected Party served at the request of the Corporation. The Corporation shall provide no indemnification unless the Protected Party acted in good faith and for a purpose that the Protected Party reasonably believed to be in the best interests of the Corporation, and, in criminal actions or proceedings, only if the Protected Party had no reasonable cause to believe that the operative conduct or inaction was unlawful.
Section 15.2. Insurance. The Corporation is authorized to purchase insurance providing coverage for the rights of indemnification that are discussed in Article 14. Any such contract of insurance may also afford coverage for matters as to which the Corporation may not give indemnity.
Section 15.3. Officer, Board, and Member Liability. Notwithstanding any other provisions of these Bylaws, no Officer, Board member, or Member of the Corporation shall be personally liable to pay the liabilities of the Corporation.
ARTICLE 16
Amendments
These Bylaws may be amended or repealed or new Bylaws may be adopted at any meeting of the Board pursuant to RSA 292:6, provided notice of the proposed change is given in the notice prior to such meeting. No amendment of the Bylaws may be made, or if made will be effective, if such amendment would adversely affect the Corporation's qualification as a tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code, as amended.
Mary Wheaton-Pinder, President
ADOPTED: August 14, 2015
REVISED: September 10, 2020
(1) Prior versions of the corporate documents appear to have assumed that the Corporation was created in 1993, however, according to the records of the N.H. Secretary of State, the Corporation was not formed until 1996
NEW HAMPSHIRE LAW ENFORCEMENT ADMINISTRATIVE PROFESSIONALS
NHLEAP
f/k/a NHCOPSA
`Copyright NH Law Enforcement Administrative Professionals . All rights reserved.