ARTICLE I

SECTION 1. This organization shall be known as the OREGON ASSOCIATION CHIEFS OF POLICE.

SECTION 2. The corporation is a public benefit corporation within the meaning of the Oregon Non-profit Corporation act, as amended. The corporation is operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code of 1986 as amended, or any successor statute, including for example: to advance the science and art of police administration, crime prevention and the delivery of law enforcement service; to advance the capacity of law enforcement agencies for effective police work; to foster and encourage cooperation and coordination, the exchange of information, and the sharing of knowledge and expertise among police administrators throughout the State of Oregon; to foster and assist the enlistment and training of qualified persons in the police profession; to study and make recommendations, and provide information and lend expertise to assist legislators to further the efficiency of law enforcement and the welfare of the citizens of the State of Oregon through a better understanding of issues facing the criminal justice system; and to encourage the adherence of all police officers to the highest professional standards of conduct.

SECTION 3. To further its purposes, the Oregon Association Chiefs of Police hereby adopts the “Law Enforcement Code of Ethics,” as previously adopted by the INTERNATIONAL ASSOCIATION CHIEFS OF POLICE and BOARD ON POLICE STANDARDS AND TRAINING.

SECTION 4. The corporation may receive donations from the general public and may apply to receive donations and grants and similar gifts from private individuals, public organizations.

SECTION 5. To the extent required by law and by the Articles of Incorporation, no part of the net earnings or contributed funds of the corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services received and to make payments and distributions in furtherance of the purposes set forth in the By-laws and the Articles of Incorporation. Except to the extent otherwise authorized under Section 501 (h) of the Internal Revenue Code, no substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in oppositions to) any candidate for public office. Notwithstanding any other provision of these By-laws and the Articles of Incorporation of the corporation, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 6. Subject to the express limitations and restrictions contained in these By-laws and in the Articles of Incorporation, the Oregon Association Chiefs of Police may engage in any lawful activity for which corporations may be organized under the Oregon Nonprofit Corporation Act, or any successor statute.

ARTICLE II

SECTION 1. CLASSES OF MEMBERSHIP: The membership of the Association shall be classified as follows: Active, Honorary, Life and Associate. No person shall be eligible for any class of membership except those that are or have been active in the administration of Law Enforcement. Any question of the definition of “The Administration of Law Enforcement” shall be resolved by the Board of Directors. The Board of Directors may elect to authorize continued membership to any person holding active or provisional active membership prior to February 1, 2005, regardless of their ability to satisfy the requirements of membership as defined in Sections 2 and 3 of this Article.

SECTION 2. ACTIVE MEMBERS: Those eligible for active membership are: any Chief of Police or Police Superintendent of any city, tribe, special district, state police, division of the Oregon Department of Justice, or railroad police in the state of Oregon, any Assistant Chief of Police or Assistant Police Superintendent of such city tribe, special district, state police, railroad police or those who by their title are designated by the Chief of Police or Police Superintendent to carry on the duties of a Chief of Police or Police Superintendent during the absence of such Chief or Superintendent from their jurisdiction, upon written endorsement by an active member in good standing, followed by review and approval of the Board of Directors. All Active members must possess at least a Management level training certificate from the Oregon Department of Public Safety, Standards and Training (DPSST). Those persons who were Active Members prior to February 1, 2005 are exempt from the Management Certification requirement.

SECTION 3. PROVISIONAL ACTIVE MEMBERS: Provisional active membership includes any Chief of Police or Police Superintendent of any city, tribe, special district, state police, division of the Oregon Department of Justice, or railroad police in the state of Oregon, any Assistant Chief of Police, Assistant Police Superintendent or those, who by their title are designated by the Chief of Police or Superintendent to carry on the duties of a Chief of Police or Police Superintendent during the absence of such Chief or Superintendent from their jurisdiction. Provisional active members must be eligible to obtain police officer certification from the Oregon Department of Public Safety, Standards and Training (DPSST) within one (1) year of membership. Provisional Active members can become full Active members by either attaining a Management Certificate or greater from DPSST, or by remaining a member of the OACP in good standing for five years and obtaining police officer certification from DPSST. Provisional Active members are eligible to receive all benefits of membership except for the ability to hold office.

SECTION 4. HONORARY MEMBERS: The Association by two-thirds vote of members present at any annual meeting may elect such as are nominated by the Board of Directors to Honorary Membership. Any member may submit a candidate for Honorary Membership to the Board of Directors along with a letter of proposal setting forth the reason for recommendation. If the Board of Directors approves the candidacy, they will present same for vote at the next regular annual meeting. Honorary Members will not have a vote nor may they hold office in the Association. They shall be exempt from payment of dues.

SECTION 5. LIFE MEMBERS: Persons retiring from the office of President of this Association, or any active member in good standing for a period of fifteen years, shall become Life Members. Any active member who shall have served this Association with honor and distinction may be elected a Life Member upon the unanimous recommendation of the Board of Directors at the business session of any annual meeting of the Association by a two-thirds vote of the members present and voting. A Life Member shall have all the rights and privileges of an Active Member. Life Members pay the same annual dues as Active and Associate Membership except after retirement from law enforcement administration at which time they will not be required to pay said dues. The term “Active Member” as used in these By-Laws includes Life Members. .

SECTION 6. ASSOCIATE MEMBERS: Any member may submit a candidate for Associate Membership to the Board of Directors for approval. Associate Members shall be persons who were previously certified by the Oregon Board on Police Standards and Training or State Police or a Federal Officer, who is currently employed in management of security and/or investigation of criminal activity relating to private enterprise, financial or banking or public utilities in this state, or other persons who are distinguished because of their office, title or special service to the Association. Associate Members will not have a vote, nor may they hold office in the Association. Annual dues shall be the same as provided for Active Members.

SECTION 7. RETIRED MEMBERS: When an active member of the Association shall retire from regular employment in good standing and said member is not qualified for Life Membership in the Association, such member shall become an Associate Member, exempt from annual dues and eligible for participation in the Retired Chief’s Committee.

ARTICLE III

SECTION 1. MEMBERS: There shall be a Board of Directors of twenty-two persons, comprised of the President, First Vice-President, Second Vice-President, Secretary-Treasurer, and eighteen Active Members, one of whom shall be the Immediate Past-President, one to be elected by retired chiefs who are active members of the Association, and the other sixteen to be elected by the Association annually.

The Board of Directors shall be elected by ballot of the Active Membership at the Annual Meeting, as follows:

  1. The President, First Vice-President, Second Vice-President, and Secretary-Treasurer shall be elected at large.
  2. Except for the immediate Past-President, who shall be the member-at-large, the other sixteen shall be elected one from each of the districts as outlined in APPENDIX 1, said APPENDIX being made a part of these by-laws by this reference.
  3. In the event the President is elected to a second term, the immediate Past-President would automatically serve a second term on the Board of Directors as a member at large from his district.
  4. The President, First and Second Vice-Presidents, the Secretary-Treasurer and the Immediate Past President shall constitute the Executive Committee. This committee shall operate under the general direction of the Board of Directors in all matters relating to fund-raising and shall have the requisite authority to solicit and approve honorary memberships, to receive such funds as may be tendered, to deposit these funds to the Association account and to expend such funds as are appropriate to further this fund-raising activity.
  5. The Executive Committee shall exercise supervision of the daily business of the Association, within the budget and policies adopted by the Board of Directors. If the President declares that an emergency exists, the Executive Committee may take action outside of existing Board policy. Such action must be submitted to and receive ratification of the Board of Directors within 15 days.

SECTION 2. DUTIES: The Board of Directors shall be the governing body of the Association and shall have authority to:

  1. Take all appropriate measures and to perform all duties required to accomplish the objectives of the Association, within the provisions of these By-laws, including membership procedure, regulations concerning budget, receipt, custody, disbursement of and accounting for all Association funds, purchases, contracts, travel vouchers, and other expenses, employment and compensation of any staff that may now or in the future be required, order of business and conduct of all meetings, adoption and use of the official seal and insignia of the Association. The Board of Directors shall adopt an annual budget for the Association and no expenditures shall be made, except in accordance with funds allocated under said budget, as originally adopted and amended. Forty percent (40%) of the membership of the Board of Directors shall constitute a quorum.
  2. It shall be the duty of the Board of Directors upon written request from an Active Member to:
    1. Review the written request of alleged misconduct of a nature that would reflect adversely the objectives of the Association and or the Law Enforcement Code of Ethics, or the OACP Police Chiefs Code of Ethics, and determine whether there is sufficient information to warrant an inquiry by the Association, determined by a majority quorum vote of the Directors.
    2. Upon determination that the request warrants investigation determined by a majority quorum vote of Directors, the Board will then assign responsibility for the inquiry and limit the objectives of that inquiry.
    3. Authorize all costs incurred for such inquiries to be borne by this Association, except in those cases where the Board of Directors has made other arrangements.
    4. Review the results of the inquiry and vote by majority quorum to move for referral to hearing, as specified in Article IV, Section 3, or to dismiss the request, and to notify the requester of the Board’s decision.
    5. The Board of Directors, as the governing Board of the Association, has sole responsibility for conducting inquiries into allegations of misconduct on behalf of OACP.

SECTION 3. EXECUTIVE STAFF: The Board of Directors may appoint or retain an Executive Staff from within or without the membership of this Association, who shall perform such duties and the Board of Directors may designate. The Board may appoint one member of Executive Staff as the Executive Director if appropriate.

SECTION 4. REPLACING VACANT BOARD OF DIRECTOR POSITIONS: When any vacancy occurs, for any reason, on the Board of Directors the vacant position shall be filled as follows:

  1. If the office be President, the First Vice-President shall automatically ascend to the office of Presidency for the balance of the term, and shall be eligible for the nomination for that office notwithstanding other provisions of these by-laws if the Nominating Committee desires to place his name in nomination at the next election. The Second Vice-President shall ascend to the office of First Vice-President and the office of Second Vice-President shall be filled as provided in Subsection b. hereof.
  2. If the office is First Vice-President, the Second Vice-President shall ascend to the office of the First Vice-President, and the office of Second Vice-President shall be filled by the Board of Directors by electing a member of said Board to fill out the un-expired term.
  3. If the office be Secretary-Treasurer, the Board of Directors shall elect from the Board of Directors or select from the Active Membership to fill out the un-expired term.
  4. If the office be Board Member, the Board of Directors shall elect from the Active Membership to fill out the un-expired term, provided the Active Member elected must be from the same District as defined in Article III, Section 1.b from which the vacancy occurred.

SECTION 5. MEETINGS: Meetings of the Board of Directors may be held without other notice during or immediately following, and at the same place as, the annual meeting of the Association. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than the resolution. Other meetings of the Board of Directors may be called by or at the request of the President or by a majority of the members of the Board of Directors. The President, or persons authorized to call such a meeting of the Board of Directors, may fix any place within the State of Oregon as the place for holding such special meeting of the Board of Directors.

SECTION 6. NOTICE OF MEETINGS: Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least two (2) days in advance of a meeting conducted by telephonic or electronic communication, and at least seven (7) days in advance of any other meeting.

SECTION 7. PRESUMPTION OF ASSENT: A member of the Board of Directors who is present at a meeting of the Board of Directors shall be presumed to have assented to the action taken:

  1. unless the member’s dissent to the action is entered in the minutes of the meeting.
  2. unless the written dissent to the action is filed with the person acting as the secretary of the meeting before the adjournment thereof or is forwarded by certified, regular, or electronic mail to the Secretary-Treasurer of the Association immediately after the adjournment of the meeting, or
  3. unless the member objects at the meeting to the holding of the meeting or transacting business at the meeting. The right to dissent shall not apply to any member who votes in favor of the action.

ARTICLE IV

SECTION 1. MEMBERSHIP: Upon any application for membership, if there are any qualification, eligibility or class of membership questions, the Board of Directors shall make the necessary interpretation and determination.

SECTION 2. DUES: The annual dues for Active Members shall be established by the Board of Directors for the calendar year and shall be considered in arrears if unpaid after February 1. New Members’ dues shall be proportionately reduced during the first year based on the quarter in which their membership is approved by the board of directors. Dues will be as follows:

Membership Approved during First Quarter: 100% of membership dues
Membership Approved during Second Quarter: 75% of membership dues
Membership Approved during Third Quarter: 50% of membership dues
Membership Approved during Fourth Quarter: 25% of membership dues

Dues for Life Members who remain employed as a Chief of Police shall be the same as the dues for Active and Associate Membership, except that Life Members shall be exempt from payment of said dues upon retirement from Law Enforcement Administration. Dues may be transferred from one active member to another where a vacancy occurs in a department whose membership dues are paid by the department or municipality. No member shall be entitled to vote at any election or on any motion if his dues are in arrears.

SECTION 3. HEARING AND DISQUALIFICATION: The Board of Directors shall, following a hearing, have the power by vote of the majority of the quorum of its members to suspend or to expel and terminate the membership of any member for conduct which, in its opinion, disturbs the order, dignity or harmony or impairs the good name, popularity or prosperity of the Association. After an inquiry and referral as required in Article III, Section 2b, a hearing before the Board of Directors shall be called by the President. Such action shall not be taken by the President unless all members of the Board of Directors and the accused have been notified in writing ten days prior to the meeting. The accused shall have the right to appear in person and be represented by counsel of his own choice and at his/her own expense. The proceeding of the said committee in such matters shall be in private session and shall be final and conclusive. The Secretary-Treasurer will make the notifications, hearing and determination of a matter of record.

ARTICLE V

SECTION 1. ANNUAL MEETINGS: The Annual Meeting of the Association shall be held at such time and place as shall be determined by majority vote at each Annual Meeting. Conference locations shall be selected two years prior to the calendar year in which the conference is to be held.

SECTION 2. SPECIAL MEETINGS: Special meetings of the Association may be called by the Board of Directors. Notice of the time and place of any such Special Meeting and of the specific purposes for which such meeting is to be held, shall be mailed to each member of the Association not less than seven nor more than fifty days before the time of such Special Meeting. A Special Meeting of the General Membership shall be held in the fall of each year to consider the Board of Director’s report on their Conference site visit. Should a conference site be rejected by action of the Board of Directors, an alternate site shall be selected at this meeting by vote of the General Membership. If, within one year of the time selected for the Annual Conference, it becomes impossible or impractical to hold the Annual Meeting at the selected time and place, the Board of Directors shall determine a new time and place. Notice thereof shall be mailed to each member of the Association as soon as practical and not less than fifty days before the time of such Annual Meeting.

SECTION 3. MEMBERSHIP LIST: The Secretary-Treasurer of the Association shall prepare or cause the Executive Secretary to prepare an alphabetical list of the names of all the members entitled to notice of a meeting. Members not entitled to vote shall be listed separately. The membership lists shall be made available for inspection by any member, at any time, beginning two business days after notice of a meeting is given and continuing through the meeting, at the Association’s office, and at the meeting. Unavailability of the list, or refusal or failure to prepare or make available the list to a member, shall not affect the validity of the action taken at the meeting.

SECTION 4. RESOLUTIONS: Every resolution shall be in writing, and shall only be presented to the President by the duly appointed Resolutions Committee. The President will then present the resolutions to the assembled members for consideration and action.

SECTION 5. VOTING REQUIREMENTS; ACTION WITHOUT A MEETING; MEETING BY TELEPHONIC OR ELECTRONIC CONFERENCE:

  1. Action on a matter other than the election of members is approved if the votes cast by those entitled to vote favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required under these by-laws.
  2. Action required or permitted under these by-laws to be taken at a meeting of the Board of Directors or the membership may be taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consent(s) describing the action taken, signed by all the members entitled to vote on the action and delivered to the Secretary-Treasurer for inclusion in the minutes and records of the Association. Action taken under this Section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date.
  3. Meetings of the Board of Directors may be conducted by telephonic, electronic, or similar communications equipment and may be held in the manner and with the effect provided for in ORS 60.337, so that all participants in the meeting may simultaneously hear one another during the meeting.

SECTION 6. PROCEDURES:

  1. When any question of parliamentary law shall arise which is not expressly or by implication provided for in the By-laws of the Association the presiding officer shall be governed in his decisions by the provisions of “Robert’s Rules of Order.”
  2. Any member who desires to offer a motion or to speak at any meeting of the Association shall rise, be recognized by the President, and announce his name, office and occupation.

SECTION 7. STANDING RULES GOVERNING MEETINGS: The Board of Directors or the membership by resolution may establish standing rules relating to the conduct of meeting of the general membership or any committee of the Association, which shall constitute standard operating rules which shall govern the conduct of such meetings. Such rules may supersede Article V, Section 6, of these By-laws. The application of any standing rule may be modified or set aside with respect to and during a meeting, by a vote of the majority of the members in attendance at that meeting.

ARTICLE VI

SECTION 1. OFFICERS: The officers of the Association shall consist of a President, First Vice-President, Second Vice-President, Secretary-Treasurer and Board of Directors.

SECTION 2. NOMINATING COMMITTEE: The Nominating Committee will be comprised of all Past Presidents of the Oregon Association Chiefs of Police who are in attendance at the annual conference. The committee will meet in private for the purpose of reviewing all applications for positions on the Board of Directors and for Officer Positions. They may choose to hold private interviews of all applicants. The committee will name a spokesperson who will forward a slate of officers to the General Membership for consideration during the General Membership meeting held during the annual conference.

SECTION 3. ELECTION: The Nominating Committee shall present a slate of nominees, of one nominee only, for each office and for each position on the Board. Nominations may then be taken from the floor from Active Membership for each respective office. These presentations and nominations shall be made at the Annual Meeting at which the election is held. The slate presented by the Nominating Committee will present the First Vice-President as their sole nominee for President, unless they have decided to re-nominate the outgoing President as provided in these By-laws.

SECTION 4. VOTING: Each position to be filled will be voted upon by secret ballot unless there is only one candidate for a position; in which event, the Chair may call for a vote by hand or aye at his discretion. For each office the candidate receiving the majority of votes cast shall be declared elected and shall hold office for one year, or until his successor has been qualified and elected.

SECTION 5. PRESIDENT: The President shall preside at all meetings of the Association and shall act as Chairman of the Board of Directors. He shall appoint such standing and special committees as are authorized by these By-laws or by the Association, or its Board of Directors. The President shall be responsible to the Board of Directors for the proper functioning of all committees and shall perform such other duties as may from time to time be assigned to him by the Board of Directors, or by Resolution of the Association.

SECTION 6. VICE-PRESIDENTS: It shall be the duty of the First Vice-President to perform all the duties of the President during the absence of the President. In the event the office of the President becomes vacant or is declared vacant by the Board of Directors, the First Vice-President shall automatically become President to fill the unexpired term; the Second Vice-President shall advance to the office of First Vice-President and the Board of Directors will elect from said Board, a Second Vice-President; and, in turn, a new member to the Board of Directors from the Active Membership from the same District as the vacancy caused by the elevation to Second Vice-President by one of their members.

SECTION 7. SECRETARY-TREASURER: The Secretary-Treasurer shall keep a correct record of the transactions of each and every meeting of the Association and the Board of Directors; shall keep at all times a roll of Active Members; shall demand, receive and receipt for all monies due the Association; and shall safely keep and disburse the same under direction of the Board of Directors. Upon requirement of the Chair, he shall make, each meeting, a written, itemized report of his receipts and disbursements and of the cash position of all accounts.

ARTICLE VII

SECTION 1. COMMITTEE REPORTS: Each committee shall make reports and provide minutes of their proceedings to the Executive Board and the membership as required by the Executive Board.

SECTION 2. DURATION OF SPECIAL AND STANDING COMMITTEES: All special and standing committees shall serve at the will and pleasure of the president. All special and standing committees’ by-laws are subordinate to and shall conform with the by-laws of OACP. The by-laws of any special or standing committee and any changes to them must be approved by the Executive Board.

SECTION 3. DURATION OF THE SPECIAL AND STANDING COMMITTEE CHAIR APPOINTMENTS: The President appoints all committee chairs annually.

SECTION 4. APPOINTMENTS OF COMMITTTEES: Committee members are appointed by the President.

SECTION 5. VOTING: Any OACP member who is employed or compensated by a non-law enforcement organization that has a fiscal interest and does business with a special or standing committee shall be deemed to have a conflict of interest and shall not be a voting member of the committee. This member will serve only in an advisory capacity to the committee.

ARTICLE VIII

SECTION 1. AMENDMENTS: These By-laws may be altered by a majority vote of Active Members responding at an election in which ballots are distributed by mail to the entire membership of the Association, or by a two-thirds vote of the Active Members present at any Annual meeting or the Special Fall General Membership meeting, provided that before a vote be taken on any amendment, such amendment shall be submitted to the Board of Directors for consideration and recommendation to the Association.

ARTICLE IX

SECTION 1. REPEALER CLAUSE: These By-laws of the Oregon Association Chiefs of Police supersede and finally repeal any and all prior By-laws and Amendments.

SECTION 2. EFFECTIVE DATE: Immediately upon passage by majority vote of Active Members of the Association at regular session, these By-laws become of full force and effect.

Bylaw Revisions

February 15, 1980
February 26, 1981
February 27, 1981
February 23, 1984
April 11, 1986
April 16, 1987
April 14, 1988
April 12, 1990
June 18, 1992
August 10, 1992
August 1, 1993
April 20, 1995
April 19, 1996
April 19, 1997
April 12, 1990
Oct 13, 1999
Apr 11, 2002
Mar 23, 2005 by mail ballot
Sep 20, 2006
Feb 15, 2007 by mail ballot
Apr 19, 2007
Apr 8, 2009
Apr 7, 2010

Appendix

Present Board of Directors (16)

(As approved by the General Membership in April, 1997 and amended by the General Membership in April, 1998; and March 2005)

District 1
Clatsop, Tillamook & Columbia Counties

District 2
Washington County

District 3
Multnomah County, & Railroad Police

District 4
Clackamas County

District 5
Yamhill & Polk Counties

District 6
Marion County, & Oregon State Police

District 7
Benton, Linn & Lincoln Counties

District 8
Lane County

District 9
Douglas County

District 10
Coos & Curry Counties

District 11
Josephine, Jackson and Klamath Counties

District 12
Hood, Sherman, Wasco, Gilliam, Wheeler & Morrow Counties

District 13
Crook, Deschutes, Lake & Jefferson Counties

District 14
Harney, Malheur & Grant Counties

District 15
Baker, Union & Wallowa Counties

District 16
Umatilla County