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HUMBLE POLICE ASSOCIATION

BYLAWS

 The Humble Police Association was re-organized as a perpetual nonprofit corporation on August 9, 2007 and exists under and by virtue of state charter number 800855446 as issued by the Secretary of State of the State of Texas .

   

ARTICLE I

OFFICES

 1.1 Principal Office

 

The principal office of the Association shall be located in Humble, Harris County, Texas. The Association may have such other offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.

 

1.2 Registered Office and Registered Agent

 

The Association shall have and continuously maintain in the State of Texas a registered agent whose office is identical with such registered office, as required by the Texas Non-­Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas , and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE II

MISSION , GOALS, AND PURPOSE

 

2.1 Mission Statement

 

The Humble Police Association will strive to promote positive relations between the members of the association, the citizens of Humble, and all persons within our community.  The association exists to achieve three main goals that have been established by the membership.  Goal one is to provide a voice for the membership in the community and business related matters that are regarded as worthy of being involved with.  Goal two is to create a support system for members and their families by affording opportunities to receive needed equipment to perform daily job functions, a network of people to assist them in times of need, and to spearhead fundraising events to contribute financial aid when needed.  Goal three is to support local high school students and children of our membership by furnishing scholarship funds gained from benefit events that are held specifically for this cause so the students can further their education.

   

2.2 True Purpose and Intent

 

The Membership and the Board of Directors, individually and collectively, shall assure that the association remains sincere to the principles on which it was founded.  The true purpose and intent of the association can be related back to the three main goals listed in the Mission Statement. 

 

The underlying purpose for the association is to give the members a unified voice in matters that are work related, that involve community support, and to bring employees of the Humble Police Department together for a common reason.  The association is not a union and shall not be involved in political matters.

 

A large part of the support that can be provided by the association to the members can be divided into two separate categories.  The first is to afford the members needed equipment, supplies, and everyday items that will enhance their work environment and augment safety gear.  The second is the ability of the association to support events that will raise funds that can be directly contributed to the members and their family in times of financial hardship due to unexpected injury, illness, or other catastrophic episodes. 

 

The remaining goal is a high priority within the association and is a principal reason for existence.  Presenting scholarship funds to area high school students and children of the membership so that they can afford to continue their educational training at a college level is of the utmost importance. 

 

The true purpose and intent of any fundraising activities that are organized by this association will always be out front and visible to any person that is willing to contribute.  Any event that is specifically held to fund scholarships will be labeled as such and 100% of those funds will be used for that purpose only.  All other events that are backed by the association and contributions made will go directly to the specific benefit that is named, and if no specific reason is given then the funds will go directly to the association membership to use as seen fit within the guidelines of these Bylaws. 

 

  

 

ARTICLE III

3.1 MEMBERSHIP

Active Membership: Only Humble Police Department personnel (paid and under the direction of the Chief of Police) shall be eligible for Active membership in the Association. Active members in good standing are eligible to vote and hold office.

 

Life Membership: A Life Membership may be granted by the Board of Directors to an active member of the Association for devotion of their time and efforts for the betterment of this association.  This individual will not be required to pay dues, but will have an active vote and enjoy the same benefits as an active member for life,

 

Honorary Membership: A Honorary Membership may be granted by the Board of Directors to any person who the board feels has made a valuable contribution to the betterment of the City of Humble Police Department or the Humble Police Association.  This individual will not be required to pay dues, or have an active vote, or enjoy the benefits of an active member.

 

Retired Membership: A member in good standing of the Humble Police Association who has devoted their full or part time duty to the betterment of policing in Humble and who retires shall be eligible for "retired membership".  This member will not be required to pay dues, will not have an active vote, and may not hold an office.   Decisions on benefits extended to this member shall be decided by the sitting members of the Board of Directors.

 

3.1 Membership

 

Membership to the Association shall be voluntary in nature. It shall be open to any and all regular, reserve, honorary retired police officers and civilian employees of the Humble Police Department. A roster of membership shall be maintained by the Secretary of the Association.

 

3.2 Termination of Membership.

 

The Board of Directors, by the affirmative vote of two-thirds (2/3) of the full Board of Directors, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default in the payment of dues. Whenever any membership shall terminate in any manner, the person whose membership has terminated and all persons claiming there under, by or through such person, shall not be entitled to any refund for dues paid into or contributions or donations made to the Association, nor shall they have any claim whatsoever upon any of the funds, benefits or property of the Association.

 

3.3 Resignation.

 

Any member may resign by filing a written resignation with the Secretary of the Association, but such resignation shall not relieve the member so resigning of the obligation to pay any accrued but unpaid dues, assessment, or other charges.

 

3.4 Reinstatement.

 

Upon written request signed by a former member and filed with the Secretary of the Association, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of  the full Board of  Directors, reinstate the former member to membership upon such terns as the Board of Directors may deem appropriate.

 

3.5 Transfer of Membership.

 

Membership in this Association is not transferable or assignable.

 

3.6 Personal Liability of Members.

 

The members of the Association shall not be personally liable for the debts, liabilities, or obligations of the Association.

 

 

3.7 Legal Remedies.

 

The Association retains no counsel for the benefit of its individual members to adjudicate differences arising through infractions of the rules of the Police Department nor differences arising between officers of the Police Department. Counsel for such purpose shall be retained by the individual members at the cost of the individual members. Counsel, however, may be retained by the Association to represent the interests of the members of the Association as a whole.

 

3.8 Military Leave.

 

An active member of the Association in good standing who enters the military service during a national emergency, or otherwise leaves his employment with the Police Department on account of compulsory service in any capacity in connection with the national defense in time of war or other national emergency, shall be deemed a non-dues paying Active member until his return to employment in the Police Department.

 

3.9 Voluntary Leave.

 

Whenever and for so long as an Active member of the Association in good standing is on an official leave of absence from the Police Department for any cause or reason, such member shall pay his dues for the time period in which he will be on leave in advance to the Treasurer.

 

3.10 Suspension from the Police Department.

 

An Active member of the Association will remain an Active member while suspended from the Police Department until final disposition of his suspension is obtained. Dues will be suspended during the member's suspension and until his reinstatement to active duty with the Police Department or termination from the Police Department.

 

 

 

3.11 Fined or Suspended by the Association.

 

Any member of the Association may be fined or suspended by the Association for violating the Bylaws of the Association or for engaging in conduct unbecoming of a police officer. Members aware of violations or of unbecoming conduct who fail to report such shall also be considered as committing a violation or engaging in unbecoming conduct. Allegations of such violation or conduct by a member shall be made in writing and presented to the Secretary of the Association. No member, however, shall be fined or suspended until the member has been afforded impartial trial and found guilty of the allegations made against him. When allegations have been made against a member that the member has violated the Bylaws or engaged in conduct unbecoming of an officer, the member shall be notified in writing of such allegations by the Secretary and be given two weeks to prepare and make his defense. The member against whom allegations were made shall be a preliminary trial by the Board of Directors. The member, however, may appeal any trial decision made by the Board of Directors to the membership whereby a trial before the membership shall be held. Any such decision then made by the membership shall be final and conclusive. Any member fine or punished by the Association shall be suspended from all rights and any privileges of membership until the member has paid such fine and/or complied with the requirements of his punishment.

 

3.12 Powers of Membership

The powers of the Association are vested in its Membership. Each Member is entitled to voice his or her opinion at a General Meeting and full time employees are entitled to have one vote on any matter brought to a referendum before the Association.  Reserve, Honorary Retired, and Part Time employees are not entitled to a vote under any conditions or circumstances.

 

3.13 Compensation

 

Members shall not receive any salaries or remuneration for services; however, by resolution the board of directors may provide reimbursement of any expenses incurred by a member as a result of such service.

 

 

3.4 Termination of Membership

 

Termination of Membership shall constitute a waiver of rights to vote in any matter brought to a referendum before the Association. Termination may be voluntary in nature by expressing intent in writing to a member of the Board of Directors. Termination may be in-voluntary whenever a referendum expressing a 2/3 majority of the entire Membership believes that it is in the best interest of the Association that an individual be dropped from Membership.

 (Amended 02/10)

Article IV 

Dues

4.1 Payment of Dues 

 

The dues of the Association shall be $5.00 per month payable through payroll deduction.

 

4.2 Increasing dues

 

The dues of this organization shall not be increased nor any assessments levied unless by a two-thirds vote of the members voting of the entire membership of the organization; notice of such increase of dues or such levy of assessments having been sent to members at least thirty (30) days before casting such vote.  Such votes shall be sent to the Secretary with the voters' names attached for tabulating and counting by such committee the President my designate within thirty (30) days of receiving such notice.  If the vote is taken at a duly called meeting of the association, the vote shall be voice, or by secret ballot if the majority present so desires.

 

4.3 Unpaid dues

 

        Any member with unpaid dues will be considered not in good standing.

 

4.4 Special considerations

 

The dues of any member who is sick or in distress may be remitted by a majority vote at a regular meeting.

 

(Amended 02/10)  

 

ARTICLE V

BOARD OF DIRECTORS

 

4.1 General Powers

 

The affairs of the Association shall be managed by its Board of Directors whose principal duties are listed below. The Board shall have power to manage and oversee the entire Association which may include but is not limited to:

1.         Act on behalf of the Membership as approved by vote or affirmation.

2.         Manage, govern, execute and administer all of the Associations funds and property.

3.         Supervise members, agents and employees of the Association at Association sponsored events, activities and operations approved by the Membership.

 

4.2 Number and Qualifications

 

The Board of Directors shall be no more than five in number and shall consist of members as qualified in Article III of these Bylaws. All five of the Board of directors shall be elected by the Membership. The five officers shall be: President, Vice President, Secretary, Treasurer and Sergeant of Arms.

 

4.3 Board of Directors Meetings

 

Meetings of the Board of Directors may be called by or at the request of the President. The purpose of a Board of directors meeting shall be to plan and collect items to be brought before the Membership at a General Meeting. The person authorized to call a Board of Directors meeting may determine the location of the meeting. The Board reserves the right to hold a closed session during the course of any Board of Directors meeting.          

 

4.4 Notice of Board of Directors Meeting

 

Notice of any meeting of the Board of Directors shall be given at least 24 hours previously thereto by written correspondence, telephone communication, electronic mail and or facsimile notice delivered to each director. The notice shall include the date, time and location where the meeting is to be held. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted, nor the purpose of the meeting of the Board need be specified in the notice of such a meeting, unless specifically required by law or these Bylaws.

 

4.5 Quorum of Board of Directors Meeting

 

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice. Further, subject to the unanimous approval of those board members in attendance, absent members may be polled to secure their vote on matters raised at the meeting until a quorum number have been contacted.

 

4.6 Manner of Board of Directors Meeting

 

The act of the majority of the directors present at a meeting at which the quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

 

4.7 Informal Action by Directors

 

Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.

 

4.8 Compensation

 

Directors shall not receive any salaries or remuneration for their services; however, but by resolution, the Board of Directors may provide for the reimbursement of any expenses incurred by a director as a result of such service.

 

4.9 Election of Directors

 

Directors of the Association shall be annually elected at a meeting in December. Directors shall serve a one year term, or until their successors have been duly elected. Vacancies on the Board may be filled by the Membership at any time through referendum.

 

4.10 Removal

 

Any officer or member of the Board of Directors may be recommended for removal from office by a majority of the Board of Directors when, in their judgment, the best interests of the Association would be served thereby. Confirmation of this action would require a referendum totaling a two-thirds majority of the entire Membership.

 

 ARTICLE VI

OFFICERS

 

5.1 Officers

 

The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, a Sergeant of arms, and such officers as may be elected in accordance with the provisions of this Article. No Officer other than Sergeant of Arms can be elected or appointed to the Board of Directors if they hold any type of supervisory position within the Police Department or City of Humble .  Any Officer or member of the Board of Directors that is promoted to a supervisory position must resign their office effective the date of their promotion.  The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors. Each officer shall serve from the first day of January following the election until the following last day of December, that time shall constitute the Association year.

 

5.2 President

 

The President of the Association acts as the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall be a member of the Board of Directors and shall preside at all meetings there of.  The President may sign, along with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By­laws or by statute to some other officer or agent of the Association; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

5.3 Vice President

 

The Vice President of the Association shall be a member of the Board of Directors and in the absence of the President or in the event of the President’s ability or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of, and be subject to, all the restrictions placed upon the President.

 

5.4 Secretary

 

The Secretary of the Association shall be a member of the Board of Directors and keep minutes of the meetings of the Board of Directors; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

5.5 Treasurer

 

The Treasurer of the Association shall be a member of the Board of Directors and shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever; and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time that may be assigned by the President or by the Board of Directors.

 

 

5.6 Sergeant of Arms

 

The Sergeant of arms of the Association shall be a member of the Board of Directors and is charged with the responsibility of ensuring that meetings and actions are conducted in full accordance with these Bylaws and follow regulations of Robert’s Rules of Order, Revised.

 

5.7 Representatives

 

There shall be five Representatives who shall not be a member of the Board of Directors but will serve as Officers within the Association.  Each Patrol shift (Days, Evening, and Nights) shall have one person who will represent those who are on the respective shifts and want to vote by proxy.  Additionally, the Detective Division and the Communications Division will have one representative each to perform the same function.  If a member works one of the shifts or divisions listed and is present at a meeting they will represent themselves.  Representatives will ensure that everyone that falls under their jurisdiction will have the opportunity to have a voice even if they are not able to attend a general session meeting. 

 

5.7 Election of Officers

 

Officers for the subsequent year shall be elected at the December meeting of the Association by a vote of the Membership. The process of voting shall be as determined appropriate by the directors.

 

5.8 Vacancies

 

A vacancy in any office because of death, resignation, disqualification, or otherwise, shall be filled by the Board of Directors from among its members for the remaining portion of the term.

   

 

ARTICLE VII

GENERAL MEETINGS

 

6.1 General Meetings

 

General Meetings of the Association shall be scheduled by the President or any member of the Board of Directors who is authorized to do so in accordance with the provisions of these Bylaws. General meetings should be scheduled on a once monthly basis however the Board of Directors reserves to schedule meetings as frequently as deemed necessary to address matters before the Association.

 

6.2 Notice of General Meeting

 

Notice of a General Meeting of the Association shall be posted in the station of the Humble Police Department in a designated place assigned to the Association. Notice shall be posted no later than 48 hours before the date and time the meeting is to be held. The notice shall include the date, time and location for the meeting. Notice shall be made previously thereto by written correspondence, telephone communication, electronic mail and or facsimile notice delivered to each director. The notice shall include the date, time and location where the meeting is to be held. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted, nor the purpose of the meeting be specified in the notice of such a meeting, unless specifically required by law or these Bylaws.

   

6.3 Quorum of General Meeting

 

A majority of the Board of Directors present at a General Meeting shall constitute a quorum for the transaction of business at any General Meeting. If less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice. Further, subject to the unanimous approval of those board members in attendance, absent Members may be polled to secure their vote on matters raised at the meeting until a quorum number have been contacted.

 

6.4 Manner of General Meeting

 

The act(s) and or decisions made of the majority of the Membership present at a General Meeting by which a quorum was established as noted in Article VI section 6.3 of these Bylaws, shall be the acts and decisions of the Association, unless the item(s) in question requires a majority of the entire Membership, as stated in these Bylaws. In the event an item requires a 2/3 majority of the entire Membership, the Board of Directors shall call for a referendum by which the verbal affirmation at a General Meeting, written ballots, polled telephone ballots, electronic mail ballots, and or facsimile ballots may be utilized to determine the outcome.

 

ARTICLE VIII

COMMITTEES

 

7.1 Committees

 

The President may create committees as established by resolution adopted by a majority of directors present at a meeting at which a quorum is present. The purpose of the committee shall be outlined and expressed at the time of creation. The President shall appoint the members and chairman thereof and at least one board member shall be on each committee. The President shall be an ex-officio member of each committee.

 

7.2 Term of Office

 

Each member of a committee shall continue as such until the committee is terminated or unless such a member be removed from such a committee, or unless such member shall cease to qualify as a member thereof.

 

7.3 Vacancies

 

Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.

 

7.4 Quorum

 

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

7.5 Compensation

 

Committee members shall serve without pay or remuneration.

 

 

7.6 Scholarship Committee

 

A committee of at least 3 members should be formed each July to handle all business related to planning and forming ideas for the distribution of scholarship funds to local high school students and for children of the membership.  The committee will be responsible for presenting plans and ideas to the general membership at every regular monthly meeting.  The committee will only make recommendations and all final actions regarding the way scholarships are paid, who they are paid to, the selection of recipients, etc, will be based on final approval of the Board of Directors and through proper procedures at regular monthly meetings.  This committee will stay intact throughout the school year and each June a final report of the previous years actions should be presented to the membership. 

 

7.7 Crawfish Festival Committee

 

A committee of at least 3 members should be formed each July to handle all business related to planning and forming ideas for the Annual Crawfish Festival that is held each spring.  The committee will be responsible for presenting plans and ideas to the general membership at every regular monthly meeting.  The committee will only make recommendations and all final actions regarding the details of the event will be based on final approval of the Board of Directors and through proper procedures at regular monthly meetings.  The only stipulation that shall remain in place for this event is that it shall remain as the primary fundraiser for the Scholarship Committee.  This committee will stay intact through June of the next year and shall present a final report of their actions and results to the membership.

 

7.8 Nomination Committee

 

A committee of at least 3 members should be formed each October to assist with presenting a slate of nominees for all Board of Director / Officer Positions each year.  This committee will collect nominees for each position that is to be voted on in December and confirm with the nominees prior to this vote that they are willing to be elected.  The committee will present a slate of nominees for each position at the November meeting so that the general membership can review this information prior to the official vote in December.  If only one person is listed as a nominee for any particular position then that shall be accepted as the full slate of nominees for the position.

   

 

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

 

8.1 Contracts

 

The Board of Directors may authorize, if established by resolution adopted by a majority of directors present at a meeting at which a quorum is present, any officer or officers, agent, or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instance.

 

8.2 Checks or Drafts

 

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed with two signatures.  Only the President, Vice President, Secretary, or Treasurer will be allowed as signors for any accounts.  All payments must be accompanied by invoice and or other proper documentation.

 

 

8.3 Deposits

 

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

 

8.4 Gifts

 

The Board of Directors may accept on behalf of the Association any contribution, gift, loan, bequest, or device for the general purpose of the Association.

 

8.5 Expenses

 

The Board of Directors may direct that certain fees and expenses, which serve the True Purpose and Intent as stated in Article II, 2.1 of these Bylaws, as well as for the handling the establishment and the continuance of this Association, be paid from funds received directly from the Membership. The Board of Directors may direct that certain fees and expenses incurred in undertaking fund raising activities may be paid from accumulated funds.

 

 

 

ARTICLE X

MISCELLANEOUS

 

9.1 Books and Records

 

The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its General Meetings, and committees having any of the authority of the Board of Directors. All books and records of the Association may be inspected by any Member of the Association or contributor or his agent or attorney for any proper purpose at any reasonable time.

 

9.2 Fiscal Year

 

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

 

9.3 Annual Audit

 

An annual audit of the books and funds shall be conducted as directed by the Board of Directors, and will coincide with the fiscal year.  

 

ARTICLE XI

INDEMNIFICATION AND INSURANCE

 

10.1 Indemnify

 

The Association retains the right to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Board) by reason of the fact that he or she is or was a Member, Director, Officer, employee, or agent of the Association, to the full extent permitted under Texas state law, as in effect from time to time.

 

10.2 Insurance

 

The Association may purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee, or agent of the Association, or who is or was serving at the request of the Association as a Member, Director, Officer, employee, or agent of another Association, Foundation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of paragraph 10.1 of Article X of these Bylaws.

   

 

ARTICLE XII

AMENDMENTS

 

11.1 Amendments

 

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a vote of two-thirds majority of the Membership that are present at a General Meeting, provided that the changes are proposed at the previous General meeting. Verbal affirmation at a General Meeting, written ballots, polled telephone ballots, electronic mail ballots and facsimile ballots are permitted.