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Bylaws of Protect and Defend
NAME
The name of this corporation is "Protect And Defend” a California Non-Profit Public Benefit Corporation," here in after or to "the Organization."
Article 2
SECTION 2. Federal and State Laws Governing the Organization All actions regarding the Organization will be handled in accordance with Federal, State, and Local Laws. Including, but not limited to Section 501(c) (3) of the Internal Revenue Code of 1996, Section 5233 and 5238 of the California Non-Profit Public Benefit Corporation Law.
Article 3
SECTION 2. GENERAL COUNSEL The President shall nominate an eligible attorney to fill any vacant General Counsel seat too the Board of Directors. The nomination shall be submitted in writing to the Board, and must contain the name of the attorney nominated, and their signature accepting the nomination. The nomination shall be confirmed by an affirmative majority vote of the Board and the attorney so confirmed shall be appointed General Counsel, and shall hold that office at the pleasure of the Board of Officers.
SECTION 3. ELECTION OF THE BOARD All Officers with the exception of General Counsel shall be nominated and elected by the members of the Organization in the manner prescribed in these Bylaws, unless prescribed otherwise.
SECTION 4. NOMINATIONS This Organization shall make available to members reasonable nomination and election procedures with respect to the election of Officers by members. Such procedures shall be reasonable given the nature and operations of the Organization, and shall include and be provided by the Elections Officer on an annual basis:
Upon the written request by any nominee for election to the Board, the Organization shall, within ten (10) business days after such request e-mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the Organization within five (5) business days after the request allows the nominee, at the Organization's option, the right to do the following:
If the Organization distributes any written election material soliciting votes for any nominee for director at the Organization's expense, it shall make available, at the Organization's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election. There shall also be an Elections Officer appointed by the Board of Directors on an annual basis, who will be responsible for all National Elections. The Elections Officer, at the request of state representatives or Regional Directors, shall also handle state and regional elections.
SECTION 5. TERMS OF OFFICE Each director shall hold the office for two (2) years until the next bi-annual election and/or until their successor is elected and qualified.
SECTION 6. PLACE OF MEETINGS Meetings can be held at any place mutually agreed upon amongst the current Board of Officers. Any meeting may be held in person, via electronic means, and any other means that the Board of Officers may agree upon.
SECTION 7. REGULAR AND ANNUAL MEETINGS Regular meetings of the Board of Officers shall be held on a monthly basis at a time agreed upon by all serving Board Members. There shall also be an annual General Membership Meeting that is to be held at a place as directed by the President of the Organization in consultation with the Board of Officers. No regular Board of Officers meeting shall be closed, in whole or in part, to any member of the Organization unless so designated by a majority vote of the entire Board. This section shall not preclude the Board from conducting closed work sessions, so long as no official business is transacted at said session. Executive Sessions may also be held by the Board of Officers, so long as only personnel issues are discussed amongst the Board and no other business is discussed.
SECTION 8. QUORUM FOR MEETINGS A quorum shall consist of 51% of the Board. If no quorum is present, the only motion that can be made is to adjourn the meeting. If this is the only motion made, then no minutes of the meeting are required to be kept. Proxy voting is authorized only if a Regional Director or appointed (by the Regional Director) State Representative is casting the vote. The Regional Director, if not able to attend, shall give notice to the President of the Board of who will be casting the vote in their place and what state they represent. Such votes shall be counted if cast. Live, telephonic, or conference call may be used to coordinate the quorum or to cast a vote in the event that a member of the Board is unable to attend a meeting.
SECTION 9. NOTICE OF MEETINGS (a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the Organization not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting. (b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the Organization or given by the member to the Organization for the purpose of notice; or if no address appears or is given, at the place where the principal office of the Organization is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. (c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Officers are to be elected shall include the names of all those who are nominees at the time notice is given to members. (d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraph to the President, Vice President or Secretary of the Organization. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) or more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves. (e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or ~ consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal. (f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
SECTION 10. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the Board present in person or by proxy at a duly held meeting at which a quorum is present is the act of the Board of Officers, unless the law, the Articles of Incorporation of this Organization, or these Bylaws requires a greater number.
SECTION 11. CONDUCT OF MEETINGS Meetings of members shall be presided over by the President of the Organization or, in his or her absence, by the Vice President of the Organization or, in the absence of all of these persons, by a Chairperson, with the exception of the Secretary, chosen by a majority of the voting members, present in person or by proxy. The Secretary of the Organization shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
SECTION 12. VOTING RIGHTS Each General Member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Officers, however, shall be by ballot. Honorary and Supporting members are not entitled to a vote. Meetings shall be governed by Robert's Revised Rules of Order; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Organization, or with any provision of law.
SECTION 13. NON-LIABILTY OF OFFICERS The Officers shall not be personally liable for the debts, liabilities, or other obligations of the Organization.
SECTION 14. INDEMNIFICATION BY CORPORATION OF OFFICER, OFFICERS, EMPLOYEES AND OTHER AGENTS To the extent that a person who is, or was a director, officer, employee, or other agent of this Organization has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact they are, or were, an agent of the Organization, or has been successful in defense of any claim, issue, matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against them, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this Organization but only to the extent allowed by, and in accordance with the laws which govern this Organization.
Article 5
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any General Member, who is in good standing, may serve as officer of this Organization. Officers shall be elected by the members of the organization. Each officer shall hold office until they resign, or are otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first. The terms for each officer shall be for two (2) years.
SECTION 3. SUPPORTING OFFICERS The Board of Directors may appoint other such officers or agents as it may deem desirable, and such other officers shall server for a term of one (1) year. Those officers shall perform such duties as may be prescribed from time to time by the Board of Officers, including, but not limited to, Events Coordinator, Public Information Officer, and Member Liaison Officer.
SECTION 4. REMOVAL AND RESIGNATION The Board of Directors may remove any officer, either with, or without probable cause at any time. Any officer may resign by giving written notice to the Executive Board of Directors of the Organization. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Officers relating to the employment of any officer of the Organization. Any vacancies shall require an election and shall be filled by that person until such time as the next bi-annual election of the Board of Officers or until their death, resignation, or removal from office.
SECTION 5. VACANCIES Vacancies on the Board of Officers shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized Officers increases. The Board of Officers may declare vacant the office of a director who has been declared unsound by mind by a final order of court or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under the laws of the State of California or the United States Internal Revenue Service. Vacancies occurring in offices or officers appointed by the Board of Directors may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF PRESIDENT The President shall be the chief executive officer of the Organization and shall, subject to the control of the Board of Officers, supervise and control the affairs of the Organization and the activities of the officers. They shall perform all duties incident to their office and such other duties as may be required by law, by the Articles of Incorporation of this Organization, or by these Bylaws, or which may be prescribed from time to time by the Board of Officers. The President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Organization, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.
SECTION 7. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of their inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Officers.
SECTION 8. DUTIES OF SECRETARY Certify and keep the original or a copy of these Bylaws as amended and otherwise. Document and maintain all business transactions of the Board of Officers. Make and maintain a book of minutes of all meetings of the Officers, and if applicable, meetings of committees, Officers, and members. The Secretary shall record therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given to all members and given in accordance with the laws which govern the Organization. The Secretary is the custodian of all records and of the seal of the Organization and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Organization under its seal authorized by law or these Bylaws. In addition, the Secretary shall maintain an accurate record of the nature of votes cast by roll call of each member of the Board of Officers on each ballot, unless such ballot was secret. The Secretary shall post the minutes and agendas of the Organization on the official website of the Organization, also known as www.protectanddefend.org
SECTION 9. DUTIES OF THE TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Organization, and deposit all such funds in the name of the Organization in such banks, trust companies, or other depositories as shall be selected by the Board of Officers. Receive, and give receipt for, monies due and payable to the Organization from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Organization as may be directed by the Board of Officers, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Organization's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the Organization, or to their agent or attorney, on request therefore. Render to the President and Officers, current account statuses and incomes. Submit, with proper input for appropriate staff, a budget to be approved every year by the board. Follow the Accounting Policies and Procedures adopted April 12, 2010.
SECTION 10. MEMBER-AT-LARGE The Board Member-at-Large shall serve as the permanent liaison to the fire, public safety, and EMS members of the Organization in the same manner as the Military Liaison serves as a representative of the Organizations military members. The Board Member-at-Large shall serve as the voice of the membership in states that do not have a State Representative either because they do not have enough members to organize a state chapter or because they have not elected to do so. In the event a state (or states) is no longer represented by a state representative(s), the Board Member-at-Large will represent the interests of the individual members of the state(s) until a state representative can be selected.
SECTION 11. MILITARY LIASON The Military Liason shall serve as the permanent liaison to the Military members of the Organization in the same manner as the Member-at-Large serves as a representative of the Organizations fire, public safety, and EMS members.
SECTION 12. COMPENSATION The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board of Officers, and no officer shall be prevented from receiving such salary, by reason of that they are also a director of the Organization. In all cases, any salaries received by officers of this Organization shall be reasonable and given in return for services actually rendered for the Organization, which relate to the performance of the charitable or public purposes of this Organization.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES Action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Officers, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Officers or by the committee. The Board of Officers may also fix the time for special meetings of committees. The Board of Officers may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
SECTION 2. OFFICERS'/ MEMBER'S INSPECTION RIGHTS Any member of the Board or of the Organization shall have the right to inspect all documents as directed by the laws which govern this document. A member of Board of Director shall forward all inspection requests to the President of the Organization.
SECTION 3. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than ninety (90) days after the close of the Organization's fiscal year to all Officers of the Organization and, if this Organization has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the Organization as of the end of the fiscal year; (b) The revenue or receipts of the organization both unrestricted and restricted to particular purposes, for the fiscal year; (c) The expenses or disbursements of the Organization, for both general and restricted purposes, during the fiscal year; (d) Annual report, documenting activity of the organization
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Organization will be sent via e-mail to all members of the Organization no later than ninety (90) days past the close of the fiscal year.
Article 8
No member, director, officer, employee, or other person connected with this Organization, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Organization, provided, however, that this provision shall not prevent payment to such person of reasonable compensation for services performed for the Organization in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Officers; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Organization. All members, if any, of the Organization shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Organization, whether voluntarily or involuntarily, the assets of the Organization, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Organization and not otherwise.
Article 9
SECTION 2. REPRESENTATION No Officer or Member of the Organization shall represent the Organization or communicate in any manner any information concerning the Organization or its members, or any business transacted or to be transacted or considered by the Organization, or any of its Officers, Committees, Chapters, or Branch Organizations, or give out anything for publication, or purport to bind the Organization in any manner whatsoever, unless authorized to do so by the President or by a majority vote of the Board of Officers.
Article 10
Article 11
SECTION 2. CLASSES OF MEMBERSHIP There shall be three (3) classes of membership in this Organization, which are named and identified as follows. Membership shall be divided into three Membership categories; General, Supporting, and Honorary. General Membership shall consist of active or reserve duty in one of the qualifying classes (Fire, Peace Officer (to be determined by the state in which the member registers), EMS, Dispatcher, Military, Public Safety Professionals, and Criminal Justice System Professionals). General members shall enjoy full voting rights. Any qualifying member who has completed a minimum of 10 years in service shall be qualified for General Membership for life. Protect and Defend recognizes the special nature of military service in that service members join for a specific term of enlistment and are then released from military service to pursue careers in other fields as opposed to other qualifying classes of this organization which tend to be career fields in and of themselves. Therefore, Protect and Defend, upon the payment of annual dues, will extend General membership benefits to a service member who has completed a minimum of 10 years enlistment and is given an honorable discharge (or the foreign equivalent) from military service Supporting membership shall consist of all retired and former members of the qualifying classes. Supporting members shall not have voting rights, and shall be approved on a case by case basis by the Board of Directors. Honorary Members shall be anyone who the Board of Directors chooses to provide an "Honorary membership”. Membership is subject to review at all times.
SECTION 3. FEES AND DUES The following dues and assessments shall apply to all members of this Organization. All members shall pay an annual fee, which shall be determined by the Board of Directors on an annual basis, upon induction and acceptance into this Organization. Payment shall be payable and due on an annual basis, to be determined by the Treasurer of the Organization. This fee shall be called the member’s "dues”.
SECTION 4. NON-LIABILTY OF MEMBERS A member of the Organization shall not be personally liable for debts, liabilities, or obligations of the Organization.
SECTION 5. NON-TRANSFERABILITY OF MEMBERSHIP No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death, with the exception of a death benefit.
SECTION 6. TERMINATION OF MEMBERSHIP Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:
In order for a membership to be terminated and a member expelled from the Organization, the Ethics Committee must first provide the Board of Officers with a finding in regards to the investigation, which they conducted.
Article 12
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