Article III: Members
Section 1: Membership. Membership is available to any
person engaged in the field of law enforcement on a full or part-time
basis;or who has retired in good standing in the field of law
enforcement and approved by the Board of Directors.
Section 2: Regular Members.All individuals who have applied and qualified
for Membership as is set forth in the bylaws of the CNA shall be regular Members.
Section 3: Associate Members. Non-law enforcement personnel or corporate
enterprises having specific interest in and associated with law enforcement training
wishing to support the purpose of the association. Associate Members shall in all respects
be subject to the same rules and entitled to the same rights as regular Members except
that they may not vote or hold office. Associate Members shall be confirmed by a majority
vote of the Board of Directors.
Section 4: Honorary Members. For the purpose of honoring those individuals
who further the cause of law enforcement training by their own outstanding endeavors, CNA
hereby creates the status of "Honorary Member." Qualification to the status of
Honorary Member" shall be set forth in the bylaws of the CNA and shall be granted all
privileges of a regular Member but shall not have the power to vote and hold office. All
honorary Members of the CNA shall remain Members without the necessity of the payment of
dues.
Honorary Members’ status is valid for five years from the date the
privilege is granted. The privilege can be reviewed and renewed each subsequent five-year
period.
Section 5: Dues and Assessments.
(a) Membership dues shall be the sum fixed by the Board of
Directors and said sum shall be subject to the adoption of the
Membership at its Annual Meeting.
(b) Special assessments may be levied by the Board of
Directors and said sum payable within thirty (30) days. No
special assessments shall be levied except upon the majority
vote of the Board of Directors.
(c) The dues shall be renewable at the annual conference.
(d) The revenues of this Nonstock Corporation shall be derived
from Membership dues and from such other source as may be
approved by the Board of Directors.
Section 6: Annual Meeting. The Annual Meeting of the Members shall be held
during the annual conference of each year for the transaction of such business as
may come before the meeting. The business of such meeting will be the election of the
Board of Directors, together with any such other business as shall lawfully come before
the meeting. Unless otherwise scheduled as set forth herein, the annual meeting of the
Members shall be at the annual conference. Alternatively, the Board of Directors may
establish a different date for the annual meeting by providing notice thereof to the
Members.
Section 7: Special Meetings. Special meetings of the Members for any
purpose or purposes, unless otherwise prescribed by statute, may be called by the
President, the Board of Directors, or not less than one-third of all the Members of the
Nonstock Corporation entitled to vote at the meeting.
Section 8: Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation in the State of Wisconsin, but
any meeting may be adjourned to reconvene at any place designated by vote of a majority of
the Members represented thereat.
Section 9: Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than five (5) nor more than fifty (50)
days before the date of the meeting, either personally or by mail, by or at the direction
of the President, or the Secretary, or the persons calling the meeting, to each Member
entitled to vote at such meeting. If mailed such notice shall be deemed delivered when
deposited in the United States mail, addressed to the Member at his address as it appears
on the records of the corporation, with postage thereon prepaid.
Section 10: Quorum. Thirty-five (35%) of the Board of Directors
represented in person shall constitute a quorum at the annual meeting of the members.
Article IV: Officers
Section 1: Number, Election, and Tenure. The principal officers of the
association shall be the President, the vice President, the Secretary, the Treasurer, the
historian, ten (15) Directors, and one ex-officio Member. Such other assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors. The
officers of the association shall be elected by the general Membership at the annual
meeting. Said meeting shall occur prior to the first day of October of each year. The
President, vice President, and four (9) Directors will be elected for two-year terms on
even-numbered years. The Secretary, Treasurer, historian, and six (6) Directors will be
elected for two-year terms on odd-numbered years. An association Member must serve a
minimum of one term (two years) as a principal board of Director prior to being elected to
the position of President or vice President.
From the inception in March 1998 until the first annual conference in
1999, the Board of Directors and officers shall be appointed by the President.
Section 2: Vacancy. A vacancy in any of the principal offices because of
death, resignation, removal, disqualification, or otherwise shall be filled by the Board
of Directors for that period of time until the subsequent annual meeting of the general
Membership.
Section 3: The President. The President shall be the principal executive
officer of the association and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the association.
He/she shall, when present, preside at all meetings of the general Membership and the
Board of Directors. He/she shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of the
association as he/she shall deem necessary; to prescribe their powers, duties, and
compensation; and to delegate authority to them. Such agents and employees shall hold
office at the discretion of the President. He/she shall have the authority to sign,
execute, and acknowledge, on behalf of the association, all legal documents and/or
instruments necessary or proper to be executed in the course of the association’s
regular business or which shall have been authorized by resolution of the Board of
Directors and/or general Membership. In general, he/she shall perform all duties incident
to the office of President and such other duties as may be prescribed by the Board of
Directors and/or general Membership from time to time.
Section 4: The Vice President. In the absence of the President or in the
event of his/her death, inability, or in the event for any reason it shall be
impracticable for the President to act personally, the vice President shall perform the
duties of the President; and when so acting, shall have all the powers and be subject to
all the restrictions upon the President. The execution of any instrument of the
association by the vice President shall be conclusive evidence, as to third parties, of
his/her authority to act in the stead of the President.
Section 5: The Secretary. The Secretary shall keep the minutes of the
meetings of the general Membership and of the Board of Directors. He/she shall see that
all notices are duly given in accordance with the provisions of this constitution and
bylaws or as is required by law. He/she shall be the custodian of the association records
and of the seal of the association and see that the seal of the association is affixed to
all documents, the execution of which on behalf of the association he/she is duly
authorized to place under its seal. He/she shall keep or arrange for keeping of a register
of the post office address of each association Member which shall be furnished to the
Secretary by each Member. He/she shall attest to acts of the association authorized by its
general Membership or Board of Directors by attesting thereto and placing his/her
signature below that of the President on any document which gives evidence thereof.
Section 6: The Treasurer. The Treasurer shall keep accurate accounts of
all financial transactions of the association and shall draw all orders on the treasury
for such sums as is authorized by the Board of Directors or general Membership. He/she
shall have the charge and custody of and be responsible for all the funds and securities
of the association. He/she shall 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 the association’s constitution and bylaws. If
required by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his/her duties in such sum and with such surety or sureties so the Board of
Directors may from time to time determine. At each regular general Membership meeting,
he/she shall furnish a financial report concerning the association’s funds. He/she
shall upon reasonable notice and at reasonable times make available the books, papers, and
accounts of the association for examination by any Member of the Board of Directors or the
general Membership. He/she shall in general perform all the duties incident to the office
of the Treasurer and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him/her by the President, the Board of Directors, or
the general Membership.
Section 7: The Historian. The Historian will keep any documents that are
of historical value or importance to the association. It is the responsibility of the
historian to update CNA Members of any significant historical events (e.g. 25, 30…,
year anniversaries) and to prepare a historian report for the quarterly newsletter.
Section 8: Assistants and Acting Officers. The Board of Directors shall
have the power to appoint any person to act as assistant to any officer, or as any agent
for the association in his/her stead, or to perform the duties of such officer whenever
for any reason it is impractical for such officer to act personally; and such assistant or
acting officer or other agent so appointed by the Board of Directors shall have the power
to perform all the duties of the office to which he/she is so appointed to be assistant or
as to which he/she is so appointed to act.
Section 9: Officers to remain in good standing. Members of the Board of
Directors shall assume their duties diligently and actively participate on meetings,
conferences, committees and work groups to further the purpose of the association.
Assistants to the board, acting officers and other non-elected Members or
assistants to the Board of Directors shall serve at the pleasure of the board by majority
consent.
Elected Directors and officers who do not actively participate, as
demonstrated by frequent unexcused absences, poor performance or activities which hinder
the association’s activities or activities which contrary to the philosophy of the
association, may be removed from their position by unanimous consent of the remaining
Board of Directors. Such a decision for removal by the Board of Directors may be appealed
to the general Membership and a trial had thereon pursuant to provisions therefor
contained in Robert’s Rules of Order. Such trial shall be heard at a special
meeting of the Membership and the Secretary shall provide notice tot he Membership at
least ten days prior to said meeting. A vote by the general Membership for removal of such
officer shall be by simple majority of those Members present.
Section 10: Conduct of Meetings.
(a) The President, and in his/her absence, the Vice-President, and in
their absence, any Director chosen by the Directors present, shall call all the Board of
Directors to order and shall act as chairperson of the meeting. The Secretary of the
corporation shall act as Secretary of all meetings of the Board of Directors, but in the
absence of the Secretary, the presiding officer may appoint any Director or other person
present to act as Secretary of the meeting.
(b) The regular order of business shall be:
(1) Calling of the roll.
(2) Reading of the minutes of the previous meeting.
(3) Treasurer’s report.
(4) Reading of communications.
(5) Committee reports.
(6) Unfinished business.
(7) New business.
(8) Welfare of the Members of the Nonstock Corporation.
(9) Adjournment.
(c) Unless, as otherwise provided in the Constitution or Bylaws, all
meetings will be conducted pursuant to Robert’s Rules of Order.
(d) The President shall appoint a Parliamentarian at the onset of each
Annual conference. Disputed points shall be decided on by the Parliamentarian.
(e) The President shall appoint a Sergeant-at-Arms at the onset of each
Annual conference. The Sergeant-at-Arms shall keep order and proper decorum at the annual
conference of the Nonstock Corporation.
(f) At the Annual conference there shall be observed a moment of silence
in memory of all Members of this Nonstock Corporation who have passed on during the past
year. The deceased Member shall be mentioned by name.
Section 11: Quorum. A majority of the number of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 12: Vacancies. Vacancies on the Board of Directors shall be filled
by the remaining Directors unless the vacancy shall occur at the annual conference. Said
vacancy shall then be filled by election, by the Membership, at the annual conference.
Section 13: Removal. A Director may be removed from office by the
affirmative vote of a majority of the votes of the Members entitled to vote taken at any
special meeting of Members called for that purpose, for any reason deemed sufficient by
such majority.
Section 14: Powers. The Board of Directors shall:
(a) Have exclusive control of the affairs and the funds of the Nonstock
Corporation and may require an accounting of said funds as they deem necessary. Failure of
any officer to furnish such accounting shall be cause for their removal from office by a
2/3 vote of the Board of Directors.
(b) Have the authority to make such rules as it may deem necessary to conduct the affairs
of the Nonstock Corporation, provided such rules are not inconsistent with the Articles of
Incorporation or the Bylaws of the Nonstock Corporation.
Article V: Committees
Section 1:Committees. There shall be seven standing committees of this
Nonstock Corporation. They are:
(a) Conference
(b) Articles and Bylaws
(c) Awards
(d) Newsletter
(e) Audit
(f) Training
(g) Membership
Section 2: Conference Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall be responsible for all
arrangements necessary for the annual conference.
Section 3: Articles of Incorporation and Bylaws Committee. Shall consist
of interested Members, who, acting under the direction of the Board of Directors shall be
responsible for drafting amendments and revising the Articles of Incorporation and Bylaws
as directed by the Membership.
Section 4: Awards Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall be responsible for determining
the criteria for awards given by this Nonstock Corporation.
Section 5: Newsletter Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall be responsible for the
publication of the newsletter and any other pertinent information they deem necessary.
Section 6: Audit Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall be responsible to see that an
audit is made annually or at such time deemed necessary by the Board of Directors. The
Past President shall be the chairperson of this committee.
Section 7: Training Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall be responsible for all matters
concerning the training of the Membership.
Section 8: Membership Committee. Shall consist of interested Members, who,
acting under the direction of the Board of Directors shall assist the Secretary and
Treasurer in all matters concerning the Membership as well as any other matters concerning
Membership which come to the attention of the committee.
Article VI: Contracts Between Corporation and Related
Persons
Any contract or other transaction between the Non-stock Corporation and one
or more of its Directors, or between the corporation and any firm of which one or more of
its Directors are shareholders, Members, Directors, officers or employees, or in which he
or they are interested, shall be valid for all purposes, notwithstanding the presence of
such Director or Directors at the meeting of the Board of Directors of the corporation
which acts upon, or in reference to, such contract or transaction, and notwithstanding his
or their participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall, nevertheless, authorize,
approve and ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining whether a
quorum is present, but not to be counted as voting upon the matter or in calculating the
majority of such quorum necessary to carry such vote. This Article 6 shall not be
construed to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto. In addition, no officer of this
Nonstock Corporation or Member of the Board of Directors shall receive any compensation
for services rendered.
Article VII: Contracts, Loans, Checks, and Deposits
Section 1: Contracts. The Board of Directors may authorize any officer or
officer’s agent or agents to enter into any contract or execute and deliver any
instrument or deed in the name of and on the behalf of the Non-stock Corporation, and such
authority may be general or confined to specific instances.
Section 2: Loans. No funded indebtedness shall be contracted on behalf of
the Non-stock Corporation and no evidences of such indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority may be general
or confined to specific instances.
Section 3: Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the name of the
Non-stock Corporation shall be signed by such officer or officers, agent or agents of the
Non-stock Corporation and in such manner, including facsimile signature, as shall from time
to time be determined by resolution of the Board of Directors.
Section 4: Deposits. All funds of the Non-stock Corporation, not otherwise
employed, shall be deposited from time to time to the credit of the Non-stock Corporation
in such banks, trust companies or other depositories as the Board of Directors may select.
Article VIII: Prohibited Transactions
The Non-stock Corporation shall not, and neither the Directors nor the
officers nor any of them have any power to cause the Non-stock Corporation to (1) lend any
part of its income or corpus, without receipt of adequate security and a reasonable rate
of
interest, to; (2) pay any compensation, in excess of a reasonable allowance for
salaries or other compensation for personal services actually rendered, to; (3) make
any part of its services available on a preferential basis, to; (4) make any substantial
purchase of securities or other property, for more than adequate consideration in
money or money’s worth, from; (5) sell any substantial part of its securities or
other
property, for less than an adequate consideration in money or money’s worth, to; or
(6) engage in any other transaction which results in a substantial diversion of its income
or corpus to; any person who has made a substantial contribution to the Non-stock
Corporation, a brother, sister, spouse, ancestor or lineal descendant of such a person, or
a Non-stock Corporation directly or indirectly controlled by such a person. Any transaction
which violates the foregoing prohibitions shall be absolutely void as to the Non-stock
Corporation and the officers or Directors who authorized or effected the same shall be
jointly and severally liable in their individual capacities to revoke or rescind the
transaction and to restore the Non-stock Corporation, its income and corpus, to the
condition prevailing before the transaction was attempted.
Article IX: Fiscal Year
The fiscal year of the Non-stock Corporation shall end on December 31 of
each year.
Article X: Amendments
This constitution may be amended in the following manner: A member
offering an
amendment shall present, in writing, a copy of the proposed amendment to the Board of
Directors or a committee thereof, at least thirty (30) days prior to the next meeting of
the general membership. If the Board of Directors approves the proposed amendment by a
unanimous vote, it shall be presented to the general membership at a subsequent meeting
after its presentation to the Board. It shall require a simple majority vote of the
members.
Lof ™ © 2001 - 2004 CNA of Wisconsin Last
Updated: 06.01.04
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