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Homeland Security Policy
Institute Group
ARTICLE I - NAME
1.01 The name of the organization is Homeland Security
Policy Institute Group, Inc. doing business as HSPIG.
1.02 The term "Board of Directors" shall refer to the Corporation throughout these By-laws.
1.03 The term "HSPIG" shall refer to the Corporations
legal name throughout these By-laws.
ARTICLE II - PURPOSE
2.01 The purpose of HSPIG, shall include but not be
limited to the following:
1. PARTICIPATE IN DECISION-MAKING. To be the means through which member agencies
can cooperate to provide effective input and evaluation into the decision-making
process of local government officials and regional screening bodies on matters
and concerns related to homeland security.
2. PROVIDE PEER SUPPORT AND COUNSEL. To function as an available resource
providing voluntary peer evaluation, support, counsel, and staff training and
development opportunities to member agencies seeking assistance in developing,
modifying, and/or providing these homeland security education.
3. PLAN AND COORDINATE SERVICES. To be a working association through which
member agencies (and through affiliation agreements with other such bodies in
the region) can participate in cooperative efforts to better plan and coordinate
services.
4. ADVOCATE AND PROMOTE. To act as an area voice and advocate for homeland
security concerns and agencies and to inform and act to as a catalyst for public
and private support on behalf of these concerns.
5. SCOPE OF CORPORATE PURPOSES. To do all things and perform all acts legally
allowed and available to a corporation formed under the Nonprofit Corporation
Act of California Code.
ARTICLE III - OFFICES
3.01 The principal office of the Board of Directors in the State of
California shall be located in the City of Whittier, County of Los Angles.
3.02 The Board of Directors shall have and continuously maintain in the State of California
a registered office, and a registered agent whose office is identical with such
registered office, as required by the California Nonprofit Corporation Act. The
registered office or the registered agent at such registered office, or both,
may be changed from time to time by the Board of Directors by compliance with
the applicable provisions of the California Nonprofit Corporation Act.
ARTICLE IV - GEOGRAPHIC AREA
4.01 This Board of Directors shall carry out its purpose within
those areas served by HSPIG members or via electronic means.
ARTICLE V - MEMBERS
5.01 With the intent of establishing full opportunity
for representation of homeland security agencies, the private sector and
government throughout the region, membership shall be based upon application to
and acceptance by the Board of Directors and payment of annual dues by December 31 each
year. New enrollment is accepted at any time.
5.02 Active membership is designated and defined as follows:
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Organizations providing homeland security education
and the private sector interested in the goals and purposes of the Board of
Directors
who:
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1. Shall have paid the current membership dues.
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2. Shall be encouraged to serve on at least one
committee.
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3. Shall attend Board of Directors meetings.
5.03 The designated voter and alternate of active member
organizations shall be identified by the membership organization and presented
in writing to HSPIG.
5.04 Each active member organization has one vote within the quorum upon receipt
of dues, which are due within sixty (60) days of notice.
5.05 The effectiveness of the Board of Directors depends upon member organizations'
representatives to:
A. Attend meetings as scheduled.
B. Serve on committees.
C. Take leadership in identifying and advocating for homeland security needs.
D. Share information
E. Furnish pertinent information for study and planning as requested.
F. Alert Board of Directors of planned program and service growth or retrenchment of their
organization.
ARTICLE VI - MEETINGS OF MEMBERS
6.01 The homeland security's Board of Directors, shall
have an annual meeting to be held at a time and place designated by the Board of
Directors.
6.02 The homeland security's Board of Directors, shall have regular meetings as
designated by the Board of Directors.
6.03 Special meetings of the members, for any purpose or purposes, to be held
at a time and place designated by the President.
6.04 Printed or electronic notice stating the place, day and hour of the meeting
of members and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be provided to each designated voter.
6.05 A quorum of the Board of Directors shall be one third (1/3) of the member agencies or
by the managing/founding directors votes(2). Any issue requiring a vote shall
pass with a simple majority of the defined quorum, and both votes of the
managing/founding directors.
6.06 In the absence of a designated voter and alternate the member organization
may authorize a vote by proxy, with exception of managing/founding directors.
The Secretary shall have proxy power when written authorization has been given
by a member agency to vote on identified agenda issues.
6.07 Meetings of the Board of Directors shall be presided over by the President or in the
President's absence by the Vice-President, or in the Vice-President's absence by
a Board of Directors member designated by the President.
6.08 All meetings of HSPIG, shall be open to trusted agents of HSPIG.
6.09 All meetings of HSPIG, shall be conducted by Robert's Rule of Order,
Revised.
ARTICLE VII - BOARD OF DIRECTORS
7.01 The Board of Directors is responsible for
maintaining overall direction of HSPIG, through review and cooperation of
Committee efforts. The Board of Directors shall formulate and recommend the
adoption goals, dues and when necessary, budgets and special assessments.
7.02 The Board of Directors may consist of (2) managing/founding directors,
the President, Vice-President, Secretary, Treasurer, Security Board of Directors members
and up to eight (12) members at large.
7.03 By the January Board of Directors Meeting, the President shall appoint
members-at-large for the Board of Directors. Selected board members shall be
approved by vote of those present at the General Board of Directors Meeting. Vacancies may
also be filled by the managing/founding directors when applicable. Until which
time HSPIG is fully staffed this section may be waived for the sake of
effectiveness.
7.04 Board of Directors shall have scheduled meetings at a time and place
designated by the President.
7.05 Special meetings of the Board of Directors shall be called by or at the
request of the President .
7.06 Printed or electronic notice stating the place, day and hour of the meeting
of the Board of Directors and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be provided to each Board member
or posted on the HSPIG web site for viewing.
7.07 When a request for decision can not wait until a regularly scheduled Board
or General Meeting, and time does not allow providing a written or electronic
notice for a Special Meeting, individual contact with all Board Members can be
made as a final alternative or with the (2) managing/founding directors.
7.09 In his/her absence a Board Member may verbally authorize another Board
Member a vote by proxy on identified agenda issues, unless this is a
managing/founding director.
7.10 Any vacancy/change in the membership of the Board of Directors may be
filled in the same manner as originally appointed.
7.11 A Board Member may serve up to four(4) consecutive one(1) year terms,
including time as an officer, but not the same officer. A past Board
Member must have at least one(1) full year off the Board before returning to
active Board membership. managing/founding Directors are lifetime appointments,
and are membership fee (Free).
7.12 Corporate members may renew membership on a yearly
basis under the membership guidelines. Corporate members may also be entitled
to membership on the board of directors, or as security Board of Directors members but not
limited to these areas.
7.13
Board members responsibilities:
ARTICLE VIII - OFFICERS
8.01 The officers of the Board of Directors shall be a President, a
Vice-President, a Secretary, a Treasurer and (2) managing/founding Directors.
8.02 Each officer's organization shall be a member in good standing.
8.03 The Nominating Committee will present a slate of candidates for each office
(with exception of managing/founding directors) at the 3rd Quarter meeting of the
HSPIG for December voting. Each officer shall be elected by ballot or by other
methods of voting.
8.04 Every officer (with exception of managing/founding directors) shall hold
office beginning January following the election of officers until the next
January meeting or until a successor shall have been qualified and elected.
Officers may serve a maximum of 3 consecutive full terms for any one specific
office up to the limits of serving on the Board as determined in Article 7.11.
8.05 A vacancy in any office (with exception of managing/founding directors)
because of death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term, or
appointed by the managing/founding directors.
8.06 Any Officer (with exception of managing/founding directors) may be removed
by a vote of two-thirds (2/3) of all the members of the Board of Directors
whenever in its judgment the best interest of the Board of Directors would be served, but
such removal shall be without prejudice, or by removal by (2) managing/founding
directors.
ARTICLE IX - DUTIES OF THE OFFICER
9.00 The managing/founding Directors shall:
A. Manage the organization, giving direction
and be responsible for making key decisions with the assistance of the board of
directors.
B. Reside on the board of directors and vote
accordingly, have veto authority in all matters.
C. Review all decisions by the board of
directors and the general membership.
D. Be able to accept fees for services rendered
on behalf of HSPIG.
9.01 The President of the Board of Directors shall:
A. Be the presiding officer of the Board of Directors.
B. Appoint Board of Directors from the membership at large.
C. Appoint Standing Committee Conveners.
D. Appoint all Ad-Hoc Committee Conveners.
E. Appoint a Chairperson from no less than three members selected by the Board
of Directors
at the September Board of Directors Meeting to serve on the Nominating Committee.
F. Appoint in November an Ad-Hoc Financial Review Committee to report the
Board of Director's financial activities for the calendar year, at the January
Board of Directors
meeting.
G. Appoint all Task Force Committee Conveners as necessary.
H. Perform all duties incidental to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time. Be able to accept
fees for services while in office for services rendered.
9.02 The Vice-President of the Board of Directors shall:
A. Perform the duties of the President in the absence of the President, and
perform such other duties as may be assigned by the Board of Directors.
B. Present and disseminate an Annual Board of Directors Report based upon quarterly reports
and/or minutes of meetings received from Committees at the General Board of
Directors
meeting of HSPIG. Be able to accept fees for services while in office for
services rendered.
C. Chair the Recognition Committee and select the Committee members.
D. Provide orientation to Committee Chairpersons as assigned.
9.03 The Secretary of the Board of Directors shall:
A. Be the designated registered agent of the corporation.
B. Complete and file Statement of Change form's with the Secretary of State
upon change of registered office and/or registered agent.
C. Take the minutes of the Meetings of the Board of Directors and the Board of
Directors of
HSPIG. Maintain the Board of Directors minute book and see that electronic or written
copies of minutes are distributed to designated voter of each member
organization.
D. See that all notices are duly given to appropriate designated voters.
E. Keep a register of the names and mailing addresses of each member
organization's designated voter and alternate.
F. Keep on file at all times a complete copy of the Articles of Incorporation,
By-laws and all other legal documents of the Board of Directors containing all amendments
in order that such a copy shall always be open for the inspection of any member.
The designated repository for the Board of Directors documents is the Corporate offices of
HSPIG, and the materials are available for viewing by members of the Board of
Directors
during the designated hours of business.
G. Perform all duties incidental to the office of Secretary and such other
duties as from time to time may be assigned by the Board of Directors.
H. See that all correspondence is handled and that the Board of Directors is aware of the
correspondence on a regular basis.
I. Compete and file an Annual Report with the Secretary of State.
J. Request, when appropriate, a temporary clerical support person be hired to
supplement the work of the Secretary in the typing, duplication, distributing of
the minutes, agendas and any other approved secretarial services.
K. Be able to accept fees for services while in office
for services rendered.
9.04 The Treasurer of the Board of Directors shall:
A. Keep a record of dues charged and paid.
C. Keep correct and complete books, records of account, and compile and present
at the Board of Directors written monthly reports which shall be filed with the Secretary.
All books and records of the Board of Directors may be inspected by any member.
D. Mail membership dues notices to current member organizations and others as
requested.
Perform all duties incidental to the office of Treasurer and such other duties
as from time to time may be assigned by the Board of Directors.
E. Maintain a current signature card at the designated bank of the Board of
Directors, and
include at least the Treasurer and current President.
F. Perform all duties incidental to the office of Treasurer and such other
duties as from time to time may be assigned by the Board of Directors.
G. Be able to accept fees for services while in office
for services rendered.
9.05 The Security Board of Directors members shall:
A. Perform all duties incidental to the office of
Security Board of Directors members and such other duties as from time to time may be
assigned by the Board of Directors.
B. Act as the "Trusted Agent" between law enforcement
agencies and HSPIG.
C. Be able to accept fees for services while in office
for services rendered.
D. Give direction to committees and sub-committees
relevant to but not limited to law enforcement concerns and issues.
ARTICLE X - COMMITTEES
10.01 Committees of HSPIG, shall be Standing, Ad-Hoc,
and Task Force, and each shall be established with purpose and task by the
Board of Directors upon recommendation of the Board of Directors.
A. Standing Committees shall be broad-based, long-term, and address internal
affairs of HSPIG.
B Ad-Hoc Committees shall be short-term, but not limited to one-issue oriented
and address the internal affairs of the Board of Directors.
C. Task Force Committees shall address but not be limited to identified issues
oriented concerns of HSPIG. These Task Force Committees remain in existence
until their work is completed or the Board of Directors determines the issue can be better
resolved in a different manner.
10.02 Committees and their purpose/task shall be reviewed annually by the Board
of Directors with recommendations of changes to the managing/founding Directors
for approval.
10.03 Any vacancy/change in the membership of any committee may be filled in the
same manner as originally made.
ARTICLE XI - CONTRACTS, LOANS, CHECKS, DEPOSITS AND
FUNDS
11.01 The Board of Directors by resolution may authorize any
officer or officers, agent or agents of the Board of Directors, in addition to the officers
so authorized by these By-laws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Board of Directors and such
authority may be general or confined to specific instances (with written
approval from the managing/founding directors).
11.02 No loans shall be contracted on behalf of the Board of Directors and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors (with exception of managing/founding directors). Such authority may
be general or confined to specific instances.
11.03 All checks, drafts or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Board of Directors shall be signed by
such officer or officers, agent or agents of the Board of Directors and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
11.04 All funds of the Board of Directors shall be deposited from time to time to the
credit of the Board of Directors in such banks or other depositories as the
Board of Directors may
select.
11.05 The Board of Directors may accept but not limited to on behalf of the
Board of Directors any contribution, gift, bequest or devise consistent with the objectives
of the Board of Directors.
11.06 Funds of HSPIG, shall be used for activities directly sponsored by the
Board of Directors.
ARTICLE XII - FISCAL YEAR
12.01 The fiscal year of the Board of Directors shall
begin on January 1st of each year and shall end on December 31st.
ARTICLE XIII - WAIVER OF NOTICE
13.01 Whenever any notice is required to be
given under the provisions of the California Nonprofit Corporation Act of these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XIV - PROPERTY OF THE INCORPORATORS
14.01 The private property of the
Incorporators, managing/founding Directors, Directors, Security Board of Directors, Officers of the
Corporation, designated voter/alternates, and committee members shall not be
subject to the debts or obligations of the Corporation to any extent whatsoever.
ARTICLE XV - INDEMNIFICATION OF DIRECTORS, OFFICERS
AND COMMITTEE MEMBERS
15.01 The Board of Directors shall indemnify any person who is a
party or is threatened to be made a party to any threatened, pending, or
completed claim, action, suit, or proceeding, whether civil, criminal,
administrative, or investigative by reason of the fact that such person is or
was a director, officer, member of a committee or agent of the Board of
Directors, or is or
was serving at the request of the Board of Directors as director, managing/founding
Director, Security Board of Directors, officer, employee, member of a committee, agent or
trustee of another corporation, partnership, joint venture, trust or enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such claim, action, suit or proceeding if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Board of Directors, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
Board of Directors may elect to participate directly on behalf of such person in such
claim, action, suit or proceeding. The termination of any such claim, action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendre or its equivalent, shall not, of itself, create a presumption
that such person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Board of Directors, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such person's conduct was unlawful.
15.02 In the event that the threatened, pending or completed claim, action, suit
or proceeding to which Section 15.01 of these By-laws is applicable is by or in
the right of the Board of Directors to procure a judgment in favor of the Board
of Directors, then,
not with-standing the provisions of Section 15.01 of these By-laws and in
addition to the requirement of Section 15.04 of these By-laws. No
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Board of Directors unless and
only to the extent: (i) that the court in which such action or suite was brought
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper; or
(ii) that the members of the Board of Directors, by a majority vote of the members of the
Board of Directors entitled to vote, whether or not such members were parties to such
proceedings and whether or not such members were or are disinterested, may
determine.
15.03 If a person has been successful on the merits or otherwise in the defense
of any claim, action, suite or proceeding to which Section 15.01 or 15.02 of
these By-laws are applicable, or in defense of any claim, issue or matter
therein, or in seeking indemnification in accordance with this Article, such
person shall be indemnified by the Board of Directors against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. In the event that such person is successful as to some but not all
claims, issues or matters, or in the event that the applicable standards as set
forth in Sections 15.01 or 15.02 of these By-laws are met as to some claims,
issues or matters but not as to others, such person shall be indemnified against
all expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the claim, action, suit or proceeding as to which
such person was successful. Nothing contained in this Section shall limit the
ability of the Board of Directors to indemnify such person as provided elsewhere in this
Article.
15.04 Any indemnification under Sections 15.01, 15.02 or 15.03 of these By-laws
(unless ordered by a court) or any election to participate in a claim, action,
suit, or proceeding, shall be made by the Board of Directors only as authorized in the
specific case upon a determination that indemnification is proper in the
circumstances because the applicable standards set forth in Sections 15.01 or
15.02 of these By-laws have been met, or the person to be indemnified has been
successful on the merits or otherwise as set forth in Section 15.03 of these
By-laws. Such determination shall be made (i) by the Board of Directors or the
managing/founding Directors of the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such claim, action, suit or
proceeding; or (ii) if such a quorum is not obtainable, or even if such a quorum
is obtainable and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (iii) by a
majority vote of a quorum of the members of the Board of Directors entitled to vote,
whether or not such members are or were parties to the claim, action, suit or
proceeding and whether or not such members are or were disinterested.
15.05 Expenses (including attorneys' fees) incurred in defending a civil or
criminal claim, action, suit or proceeding may be paid by the Board of Directors in advance
of the final disposition of such claim, action, suit or proceeding and as such
expenses accrue, as authorized in the manner provided in Section 15.04 of these
By-laws upon receipt of an undertaking by or on behalf of the person seeking
indemnity to repay such amount unless it shall ultimately be determined that
such person is entitled to be indemnified by the Board of Directors as authorized in this
Article.
15.06 The indemnification provided by this Article shall be in addition to and
shall not be deemed exclusive of any other rights to which a person may be
entitled under any statue, agreement, vote of members or disinterested
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.
15.07 This Article shall be applicable to all claims, actions, suits or
proceedings commenced after the date hereof, whether arising from acts or
omissions occurring before or after the adoption hereof. Each person who is now
serving or who shall hereafter serve as a director, officer, managing/founding
director, member of a committee or agent of the Board of Directors, or, at the request of
the Board of Directors, as a director, employee, member of a committee, agent or trustee of
another corporation, partnership, joint venture, trust or other enterprise,
shall be deemed to be doing so in reliance upon the rights of indemnification
provided for in this Article, and such rights of indemnification shall continue
as to a person who has ceased to be a director, employee, member of a committee,
agent or trustee, and shall inure to the benefit of the heirs, executors and
administrators of such a person.
15.08 The Board of Directors shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, managing/founding
director, member of a committee or agent of the Board of Directors, or is or was serving at
the request of the Board of Directors as a director, officer, employee, member of a
committee, agent or trustee of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against such person of
such person and incurred by such person in any such capacity or arising out of
such person's status as such, whether or not the Board of Directors would have the power to
indemnify such person against such liability under the provisions of this
Article.
ARTICLE XVI - CONFLICT OF INTEREST
16.01 A designated voter of the Board of Directors shall not vote
on any matter which would involve a personal conflict of interest. Whenever a
designated voter has cause to believe his/her organization is involved in a
matter to be voted on, the designated voter shall announce the conflict of
interest and abstain from voting on such matter.
16.02 After a designated voter announces a possible conflict of interest and the
question of whether an actual conflict exists, the Board of Directors shall decide that
question by a vote of the majority, excluding a vote by the designated voter in
question and any other designated voter present who have already been
disqualified from voting on the issue because of their own conflict of interest
on that matter.
16.03 Any other person may raise the question of possible conflict of interest
with respect to any designated voter and the question so raised shall be decided
in the same manner as if the designated voter had announced the possible
conflict of interest.
16.04 "Conflict of interest" shall preclude involvement in any decisions whereby
a designated voter or the member agency may directly profit from such a
decision.
ARTICLE XVII - BY-LAW REVISIONS
17.01 These By-laws may be altered, amended, or repealed
and new By-laws may be adopted by a majority vote of a quorum of the Board of
Directors or
the managing/founding directors or by being present for the meeting provided
that at least 10 calendar days' notice has been served by ordinary mail
notifying the designated voters that a By-laws amendment is to be voted on. Such
notice shall include not only the time and place of such a meeting but shall
also include a copy of the proposed amendment's. The only exception to this will
be in the forming stages of HSPIG, where these bylaws may change at any time for
a initial period of one year, and notification will be that of a new posting on
the HSPIG web site of these bylaws.
17.02 Announcement of intent to amend, alter, or repeal these By-laws shall be
made at the regular monthly meeting preceding that at which voting will take
place. The Secretary will include, for that meeting, an agenda item concerning
voting on the amendment's.
17.03 These By-laws shall be reviewed on a biennial basis.
ADOPTED: January 03, 2004 EFFECTIVE: January 03, 2004
SIGNED BY: _____Kenneth G. Dreger____
Name & Title Kenneth G. Dreger, Managing
Director
YSL/sec 01/03/2004
We are a Federal & California State non-profit organization 501(c) (3)
DLN# 17053111016004 We are looking for people and
corporations that can contribute in a positive fashion toward solving today’s
security policy issues.
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