Revised January 6, 2019
The Florida Police Chiefs Education and Research Foundation is a nonprofit corporation organized solely for general charitable purposes pursuant to the Florida Not for Profit Act. The specific and primary purposes for which this corporation is formed is to operate for the advancement of charity and education, and for other charitable purposes and particularly to provide financial assistance and support to the Florida Police Chiefs Association, Inc., including by not limited to, supporting the activities of the Florida Police Chiefs Association, Inc., in the areas of education, research, training, and the gathering and dissemination of information to law enforcement organizations and the general public.
The corporation shall have three (3) CATEGORIES OF MEMBERS: corporate or executive, citizen representatives, government representatives. Members shall be acknowledged and provided such privileges or services as may be determined by the Board of Trustees.
BOARD OF TRUSTEES
The Board of Trustees shall consist of no less than seventeen (17) members unless expanded as set forth in SECTION 2. Eight of the Trustees shall be active members of the Florida Police Chiefs Association, Inc. (The FPCA). Active membership in the FPCA shall be defined as being employed in a full-time law enforcement position as chief executive, and/or command staff as determined by the chief executive officer, engaged in the management of any bureau or division with any law enforcement agency in Florida.
Seven (7) of these eight (8) shall serve as Trustees ex officio by reason of their office in the FPCA. These Seven (7) shall be the President, First Vice President, Second Vice President, Third Vice President, Secretary/Treasurer, Immediate Past President and the Parliamentarian The eighth (8) active trustee shall be appointed by the FPCA President.
In addition, there shall be nine (9) non-active Trustees who shall be non-active members of the FPCA Non-active trustees are not employed in a full-time law enforcement position as a chief executive and/or command staff position. Two (2) of the nine (9) shall serve as trustees ex officio by reason of their position in the FPCA and shall be the FPCA Executive Director and the FPCA Finance and Administration Manager. The remaining seven (7) trustees shall be elected by a majority vote of the existing Board of Trustees.
The Board of Trustees may be expanded by the majority vote of the entire Board of Trustees provided that the number to be added to the Board of Trustees shall always be an uneven number, one-half of whom shall be FPCA active members and the other half plus one, of whom shall not be FPCA active members. A board Chairman will be elected by a majority vote of the existing Board of Trustees.
When Trustees are to be elected by vote of the existing Board of Trustees, each Trustee shall have one vote for each position to be filled and the nominees with the greatest number of votes shall be elected. It shall not be permissible for a Trustee to cast more than one vote for any single nominee (i.e., no cumulative voting). In the event of a tie there shall be a runoff election among the tied nominees. A Trustee whose position is to be filled shall have no vote.
Non active FPCA members will serve a one (1) year term and be re-elected from year to year with the approval and consent of the majority vote of the Board of Trustees.
In the event a non FPCA member vacancy occurs on the Board of Trustees the vacancy shall be filled by a majority vote of the Board of Trustees. Any Trustee may be removed by the affirmative vote of the majority of Board of Trustees with or without cause.
The Board of Trustees shall have control and management of the business, funds, and property of the corporation, and shall have the power to appoint and define the duties of committees.
The regular meeting of the Board of Trustees shall be held during the FPCA’s Mid-Winter and Summer conferences.
Special meetings of the Board of Trustees shall be called by the Secretary and held at the request of the Chairman of the Board, the President or of any five (5) of the Trustees.
The Secretary shall give notice of each meeting of the Board of Trustees, whether regular or special, to each member of the Board by telephone, by mail, or other electronic means at least two (2) days before the meeting, which notice need not specify the purposes of the meeting. Attendance at a meeting by a Trustee without objection to the form of notice, shall constitute a waiver of notice.
A majority of the Trustees holding office present at the time of any meeting shall constitute a quorum at all meetings of the Board of Trustees. Except as may otherwise be provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, the act of a majority of Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees.
The Board of Trustees may hold its meetings at such place within or without the State of Florida as the Board may determine. A trustee must be present at a meeting of Trustees in order to vote at such meeting provided that, with a meeting: (a) actions may be taken by a majority of the Trustees in writing, and (b) at the request of the Chairman, Trustees may vote on a question or election by mail, fax, telephone, or other electronic means. In the event of a vote by mail, fax, telephone, or other electronic means the entire Board of Trustees shall be considered present and a majority vote shall be the act of the Board of Trustees.
Trustees, as such, shall not receive any stated salary for their services, but, on resolution of the Board, a fixed sum of expenses of attendance, if any, may be allowed for attendance at each meeting, regular or special provided that nothing herein contained shall be construed to preclude any Trustee from serving the corporation in any other capacity and receiving compensation therefore. Members of either executive or special committees may be allowed such compensation as the Board of Trustees may determine for attending committee meetings.
The officers of the corporation shall be appointed or elected from the existing Board of Trustees and shall include a Chairman of the Board, a President, and if desired by the Trustees, one or more Vice Chairmen, and such other officers and assistant officers as deemed necessary. Officers shall hold office for one (1) year, or until their successors are elected and qualified. Officers may be removed by a majority vote of the Trustees with or without cause.
The Board of Trustees may appoint one or more Vice Chairmen, and such officers and agents to act for the corporation as it may from time to time determine.
The same person may hold more than one office, other than that of Chairman and Vice Chairman, or Secretary/Treasurer and Assistant Secretary/Treasurer. However, when any resolution of the Trustees requires action by more than one officer, one individual shall not be authorized to take such action by virtue of holding two offices.
In case of the absence of any officer or for any other reason which the Board of Trustees may deem sufficient, the Board of Trustees may delegate the powers or duties of such officer to any other officer or Trustee, provided a majority of the entire Board of Trustees concurs therein.
DUTIES OF THE OFFICERS
CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Trustees and perform such other duties as may be assigned to him from time to time by the Board of Trustees. In the absence of the Chairman, the President of the Foundation shall preside. In the absence of both the Chairman and the Foundation President, the FPCA President shall preside.
PRESIDENT. The President shall be the chief executive officer in handling the day to-day affairs of the corporation. The President shall perform such other duties as may be assigned from time to time by the Board of Trustees.
SECRETARY/TREASURER. The Secretary/Treasurer of the FPCA shall act as the Secretary/Treasurer of the Florida Police Chiefs Education and Research Foundation, Inc, and shall keep the minutes of all proceedings of the Board of Trustees. The Secretary/Treasurer shall keep such books as may be required by the Board of Trustees, and shall take charge of the seal of the corporation, if any, shall have the custody of the funds and securities of the corporation, and shall do with the same as my be ordered by the Board of Trustees. When necessary or proper, the Secretary/Treasurer may endorse on behalf of the corporation for collection, checks, notes, and other obligations. The Secretary/Treasurer shall deposit the funds of the corporation to its credit in such banks and depositories as the Board of Trustees may from time to time designate. The Secretary/Treasurer shall submit at the annual meeting of the Trustees a statement of the financial condition of the corporation and, whenever required by the Board of Trustees, shall make and render a statement of accounts, and such other statements as may be required. The Secretary/Treasurer with the assistance of the Assistant Secretary/Treasurer, shall keep the corporate books, with full and accurate accounting of all monies received and paid in behalf of the corporation. The Secretary/Treasurer shall perform such other duties as my from time to time be assigned by the Board of Trustees. The Secretary/Treasurer will ensure that all finances are processed in accordance with the following:
(a). Each check and draft or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall require two signatures which can be any of the following: the Chairman, the Secretary/Treasurer, the President, the FPCA Executive Director and/or the FPCA Membership & Conference Manager.
(b). All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the President and/or Board of Trustees may elect.
(c). Gifts. The Board of Trustees may accept on behalf of the Foundation, any contributions, gift, bequest, or device for the general purpose of the Foundation.
ASSISTANT SECRETARY/TREASURER. The Finance & Administration Manager of the FPCA shall act as the Assistant Secretary/Treasurer of the Florida Police Chiefs Education and Research Foundation, Inc, and shall keep and maintain all records of the Foundation. The Assistant Secretary/Treasurer shall perform such other duties as may from time to time be assigned by the Board of Trustees. This position shall be deemed as a non-active member.
The Bylaws may be amended or repealed by the majority affirmative vote of the entire Board of Trustees.