ARTICLE IV – BOARD OF DIRECTORS
Section 1: Authority
The Association shall be governed by a Board of Directors (the “Board”). All corporate powers of the Association authorized by law shall be exercised and all activities and affairs of the Association shall be conducted by or under the direction of the Board of Directors, subject to the limitations described in Article 2 and these Bylaws.
The Board of Directors shall perform the following:
A. Perform any and all duties imposed on the Board by the Articles of Incorporation of this Association or by these Bylaws, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Directors reasonably believe to be in the best interest of the Association.
B. Be responsible for the governance and operations of the Association, subject to the rights of members described in these Bylaws.
C. Contract, establish accounts and take all other actions deemed by the Board to be appropriate, necessary and consistent with Association purposes.
D. Employ, evaluate, discharge, prescribe the duties, and fix the compensation of the Executive Director and such other employees and volunteer staff as the Board may determine appropriate periodically, subject to the prerogatives of the President as hereinafter defined with regard to the President/Executive Director working relationship.
E. Act in such manner as is consistent with the direction, decisions, policies, and responsibilities adopted and revised by the Board of Directors and the values and principles stated in the Law Enforcement Code of Ethics.
F. Meet at such times and places as required by these Bylaws.
The Board of Directors may perform the following:
A. Designate and delegate to committees, and appoint to each committee, or confirm appointments to each committee made by the President from among the members of the Association. Rules governing procedures for meetings of any committee may be established by the Board of Directors, and in the absence thereof, each committee may establish rules governing its procedures. The President may appoint the chairperson of each committee or may defer such designation to the committee.
B. Direct the Executive Board to establish operating policies and procedures consistent with these Bylaws to govern operations of the Association.
The Board of Directors, its members, including the Officers of the Association, shall not engage in the following prohibited actions:
A. No Director shall discuss, debate or vote on any decision regarding a contract, the expenses of which are to be paid with Association funds, if any of the following persons has a financial interest in the contract: the Director; the Director’s spouse or domestic partner; or the parent, sibling or child of the Director, the Director’s spouse or the Director’s domestic partner. In addition, no Director shall discuss, debate or vote on any such decision if the Director knows that the Director’s business associate has a financial interest in the contract. For purposes of this provision, “financial interest” includes any reasonable, objective expectation of financial gain or avoidance of financial detriment.
B. A Director shall not be deemed to be a trustee with respect to the Association or with respect to any property held or administered by the Association, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
C. Restricted actions prohibited under Article 9 of these Bylaws when acting for, on behalf of, or in the name of the Association.
Section 2: Membership of Board of Directors
The Board of Directors shall be comprised of six Officers of the Association and seventeen Directors, representing each of the districts of Oregon and a Director who represents the Retired Member’s Committee and the Retired Members as defined by these Bylaws.
Section 3: Officers of the Association
President. The President is the Chief Executive Officer of this Association and will, subject to the direction of the Board of Directors and in consultation with any Committee with subject-matter expertise and jurisdiction over particular subject-matter, supervise, manage and control the affairs of the Association. The President shall perform all duties incident to the office of President and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.
The President shall preside at the meetings of the Association, the Board of Directors and the Executive Board.
The President shall appoint such standing and special committees as are authorized by these Bylaws or by the Board of Directors. The President shall be responsible to the Board of Directors for the proper functioning of committees and shall perform such other duties as may be assigned periodically by the Board of Directors or by action of the Association taken by the membership. The President is responsible to advise, supervise and direct the Executive Director on behalf of the Executive Board and Board of Directors.
First and Second Vice Presidents. The Vice Presidents shall assist the President and perform such duties as may be assigned to him or her by the President or by the Board of Directors. The First Vice-President shall, at the request of the President or as a consequence of the President’s inability to act, perform the duties of President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the event and during such period that the First Vice President in unavailable or unable to act, the Second Vice President shall perform the duties of President.
Immediate Past President. The Immediate Past President (or “Past President”) shall serve as an advisory resource for the President, perform such other duties as the President may assign, and shall be a member of the Nominating Committee (see Article 7, Section 4). If the office cannot be filled by the immediate past president, then the office shall remain vacant.
Vice President at Large. The Vice President at Large does not hold an ascending office, and shall be elected to serve a term of three years. The Vice President at Large shall act as parliamentarian, ensuring proper protocol is followed during meetings, and Sergeant at Arms, ensuring proper decorum during meetings, and shall administer elections. The Vice President at Large may serve as a liaison between the Executive Board and the Board of Directors.
Secretary-Treasurer. Generally, the Secretary-Treasurer shall be responsible for the following:
A. Keep the minutes of the proceedings of the Board of Directors and of any committees directed by the Board to record minutes.
B. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
C. Perform all duties incident to the office of Secretary.
D. Perform such other duties as may be assigned periodically to him or her by the President or by the Board of Directors.
Regarding financials, the Secretary-Treasurer, assisted by the Budget and Finance Committee and the Executive Director, shall be responsible for the following:
A. Serve as the chairperson or co-chairperson of the Budget and Finance Committee.
B. Prepare the Association’s annual budget.
C. Ensure the Association’s financial records are audited as described in Article 11, Section 7.
In addition to above, the Secretary-Treasurer shares joint responsibility with the Executive Director for the following:
A. Keeping a correct record of the transactions of every meeting of the general membership and of the Board of Directors.
B. Maintaining a roll of Active Members and Life Members who are not retired; that is, those members who are eligible to vote.
C. Ensuring the corporate records and of the seal of the Association are maintained and available.
D. Demanding, receiving, and providing receipt for all monies due the Association.
E. Safely keeping and disbursing Association monies under direction of the Board of Directors.
F. Having charge and custody of all funds of this Association, depositing the funds as required by the Board of Directors, keeping and maintaining adequate and correct accounts of the Association’s properties and business transactions, and rendering reports and accountings to the Directors.
G. Upon request of the President or Executive Board, providing a written, itemized report of receipts and disbursements and of the cash position of all accounts.
Section 4: Executive Board
The Executive Board of the Board of Directors shall consist of the Officers of the Association.
The Executive Board shall have authority to make decisions binding upon the Association in circumstances where action by the full Board is impracticable. The Executive Board will have and exercise the authority of the Board of Directors in the management of the Association to the extent provided and permitted by law as described in Article 2 and in these Bylaws, including but not limited to the following:
A. During the intervals between meetings of the Board of Directors, the Executive Board shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the Association in circumstances which the President determines constitute an unforeseen emergency which dictates prompt action when calling an emergency meeting of the Board of Directors is impractical. All actions taken by the Executive Board shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to ratification, revision and/or alteration by the Board of Directors, provided, however, that no rights of third parties shall be dismissed by any such action of the Board of Directors.
B. To receive, act upon or implement any recommendation made by any standing or special committee or by the President not reserved to the Board of Directors under these Bylaws.
C. To expend funds of the Association.
D. To review and recommend to the Board approval of the annual budget, which may be delegated to the Budget and Finance Committee.
E. To set the salary and benefits of employees, if any, of the Association and evaluate employees’ performance.
F. To authorize the execution of any contracts by any Officer of the Association within the contracting authority of the President or Executive Director as granted by these Bylaws or by action of the Board of Directors.
G. If the President declares that an emergency exists, the Executive Board may act without the Board of Directors but such action must be submitted to and receive ratification of the Board of Directors within 15 days.
H. To have such other power and authority as the Board of Directors may delegate to it periodically.
Notwithstanding the foregoing, the authority of the Executive Board shall be subject to the following restrictions:
A. The Executive Board shall not deviate from the direction established by the Board of Directors and these Bylaws except as specifically authorized by these Bylaws.
B. The Executive Board shall not approve any single expenditure or financial commitment in excess of Five Thousand Dollars ($5,000.00) unless authority to do so in the fiscal year has been delegated by resolution of the Board of Directors.
C. The Executive Board shall not authorize the payment of income or profit of the Association to any Director or Officer of the Association.
D. The Executive Board may not adopt, amend, or repeal the Articles of Incorporation or Bylaws of the Association.
Section 5: Executive Director
The Board of Directors may appoint an Executive Director upon recommendation of the Executive Board to serve at the pleasure of the Board of Directors. The Executive Director shall serve subject to the terms of a contract of employment or other contractual service arrangement, if any, under the direct supervision and authority of the President. The Board of Directors may designate one member of the Executive Board to serve as an interim Executive Director if necessary.
The Executive Director shall perform the following:
A. Direct the activities of the staff, including assignment of responsibilities, who shall serve at the pleasure of the Executive Director.
B. Facilitate the work of and provide assistance, counsel and support to the Executive Board and Board of Directors, and as requested by the President assist and support particular standing committees.
C. Facilitate and assist as appropriate in the preparation of the annual operating budget and the work of the Finance Committee.
D. Formulate administrative rules and procedures and policies for the operation of the Association and other functions and activities of the Association, not inconsistent with the Board and these Bylaws.
E. Execute contracts as described in Article 10, Section 1.
Section 6: Compensation
No member of the Board of Directors shall receive compensation for his or her service as a Director.