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BYLAWS OF THE KEMAH CITIZEN POLICE ACADEMY ALUMNI ASSOCIATION

A NON-PROFIT CORPORATION

1 OFFICERS AND ORGANIZATION

1.1 Principal Office

The principal office of the Association is in the State of Texas and shall be located in the

City of Kemah, County of Galveston, Texas. The Association may have such other

offices, within the State of Texas, as the Officers of may determine or as the affairs of the

Association may require.

1.2 Registered Office and Registered Agent

The Association shall have and continuously maintain in the State of Texas A registered

office, and a registered agent whose office is identical with such registered office, as

required by the Texas Non-Profit Association Act (“the 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

Officers.

1.3 Purposes

The purpose or purposes for which the Association was formed is to bring together

graduates of the Kemah Citizen Police Academy:

For the continuous support of the Kemah Police Department

To serve as ambassadors for the Kemah Police Department and the community of

Kemah (enhancing relations between the community and the Police Department)

To promote public safety and law enforcement by supporting the Police

Department and the community it serves by deed and/or monetary support.

This organization shall not directly or indirectly participate or intervene, in anyway,

including publication of statements, in any political campaign on behalf of, in opposition

to any candidate for public office.

2 MEMBERSHIP

2.1 Eligibility Definitions

2.1.1 Member

All graduates of the Kemah Citizen Police Academy are members of the Association, free

to attend meetings, presentations and events.

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2.1.2 Active Member

An Active Member shall be any person who is a graduate of Kemah Citizen Police

Academy and is current with Association dues. Only Active Members shall have full

voting privileges, can occupy an elected office, and participate in the general business

activities of the Association.

2.1.3 Associate Member

Associate Membership shall be available to any registered non graduate of the Kemah

Citizen Police Academy on approval of the Board of Directors. These persons shall have

all privileges except eligibility to hold office or vote. Upon graduating from the academy

this person may pay their respective dues and be granted Full Membership status.

2.1.4 Business Membership

Business Membership shall be available to any registered business in the city that has had

at least one member of its management attend the Kemah Citizen Police Academy and

regularly supports its activities. This membership shall not have any voting privileges.

2.1.5 Honorary Membership

Honorary Membership shall be open to any person nominated by the Officers and

approved by a majority vote of the Active Members present at any regular or special

meeting of the membership.

2.1.6 Non-Discrimination

No person shall be denied membership in this organization because of race, religion, sex

or ethnic background.

2.2 Non-Liability of Members

Members shall not be liable for the debts, liabilities, or other obligations of the Kemah

CPAAA.

2.3 Non-transferability of Memberships

No Member may transfer a membership or any right arising therefrom. All rights of

membership cease upon the member's death or dissolution.

2.4 Dues

Annual dues shall be set by the Board of Directors and approved by a majority vote of

Active Members at a regular business meeting. Dues amounts shall be documented on

the website.

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Dues are payable January 1st, each year. Any Active Member whose dues are not paid by

the February general meeting will lose their status of Active Member as defined in

Article 2.1.2.

A new member will pay a prorated amount based on joining date as follows:

January thru April – full year dues

May thru August – 2/3 of annual dues

September thru December – 1/3 of annual dues

2.5 Disciplinary Action

Any member, officer, representative may be expelled from the Association for failing to

perform duties of their office or for illegal and/or immoral conduct (conduct that is

considered to be damaging to the Association, the respective police departments, or any

other law enforcement agencies as it may be interpreted as a reflection of our behavior as

an Association). All accusations of failure to perform duties or illegal and/or immoral

conduct must be presented to the Officers in writing. The Officers will, at the next regular

meeting, discuss and examine the charges for compliance with the Bylaws, and after a

majority affirmative vote, will notify the affected officer, member, or representative in

writing and place the charges on the agenda for the next general membership meeting.

The member, officer, or representative will be expelled from the Association by a

majority affirmative vote of the Active Members present at the next general membership

meeting.

Any member, officer, or representative who has been expelled has the right to appeal,

within ninety (90) days, in writing, to the Active Members for a hearing a Kemah Citizen

Police Academy at the next general membership meeting. The written appeal must be

presented to the officers at least thirty (30) days prior to the hearing. The expelled

individual may bring all the facts to the attention of the general membership present. The

Officers may also present all evidence or findings to the general membership pertaining

to the expelled individual’s conduct. At two-thirds majority vote of the Active Members

present at the hearing is required to reverse the expulsion and win the appeal. The vote at

the appeal hearing shall be considered final.

3 BOARD OF DIRECTORS

3.1 General Powers

The Kemah CPAAA Board of Directors will transact the general business of the Kemah

CPAAA, establish administrative procedures governing the affairs of the Kemah

CPAAA, represent the Kemah CPAAA with the public, and carry out the policies of the

Kemah CPAAA, and such other duties as set forth in these Bylaws. Each Kemah CPAAA

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Board member will have one vote on all matters requiring a decision by the Board of

Directors. There will be no absentee or proxy voting.

3.2 Specified Powers

The Kemah CPAAA Board of Directors shall:

conduct, manage and control the affairs and business of the Kemah CPAAA and

to make such rules and regulations not inconsistent with these Bylaws or Articles

of Incorporation as they deem best;

manage, in such manner as they deem best, all funds received and acquired by the

Kemah CPAAA and to distribute or dispense same there from; and

authorize any officer or officer’s agent, when appropriate, to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the

Kemah CPAAA and such authority may be general or may be limited to specific

instances.

3.3 Number and Tenure

The number of Directors will not be fewer than seven (7) or more than eleven (11). The

number of Directors may be increased or decreased from time to time, but no decrease

will have the effect of shortening the term of any incumbent Director.

3.4 Election and Term of Office

The Board of Directors shall consist of the President, Vice President, Secretary,

Treasurer, Immediate Past President and two (2) Directors-at-Large. If there is no

Immediate Past President, an additional Director-at-Large shall be elected. The term for

each director shall run from January 1st to December 31st in the second year following

their election.

The Board of Directors shall stand for election every two (2) years. The election will be

at the November membership meeting of even numbered years by a majority vote of the

Active Members of the Association in attendance. Newly elected officers will begin their

terms January 1 of the next year. Any officer may serve any number of terms as long as

he or she is an Active Member and stands for election every two years.

3.5 Regular Meetings of the Board of Directors

A regular meeting of the Board of Directors will be held without other notice than by the

Bylaws, on the same day of the general membership meetings or at such other time and

place as will from time to time be determined by the Board of Directors. The Board of

Directors may provide by resolution the time and place, within the limits of The State of

Texas, for the holding of additional regular meetings of the Board of Directors without

other notice than such resolution.

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3.6 Special Meetings of the Board of Directors

Special meetings of the Board of Directors may be called by or at the request of the

President or any two (2) Directors. The person or persons authorized to call special

meetings of the Board of Directors may fix any place, within the limits of The State of

Texas, as the place for holding any special meetings of the Board of Directors called by

them.

3.7 Notice

The Board of Directors shall be given at least twenty-four (24) hours’ notice of any

special meeting of the Board. The normal method of notification will be by email to the

registered email address of the members of the Board of Directors. Any Director may

waive notice of any meeting. The attendance of a Director at any meeting will constitute

a waiver of notice of such meeting.

3.8 Quorum

A majority of the Board of Directors shall constitute a quorum for the transactions of

business at any meeting of the Board of Directors, but if less than a majority of the

Directors are present at said meeting then a majority of the Directors present may adjourn

the meeting without further notice.

3.9 Manner of Acting

The act of a majority of the Directors present at a meeting in which a quorum is present

shall be the act of the Board of Directors, unless the act of a greater number is required

by law of these Bylaws. Without exception, no business of the Kemah CPAAA will be

discussed or acted upon other than at a general membership meeting or a meeting of the

Board of Directors properly called as specified herein.

3.10 Vacancies

A vacancy in a Director’s position shall be deemed to exist on the occurrence of death,

resignation or removal of any Director.

Any vacancy occurring in the Board of Directors, or any Directorship to be filled by

reason of an increase in the number of Directors, will be filled by a majority vote of the

Active Members present at a general membership meeting or a special time. A Director

elected to fill a vacancy will be elected for the remaining term of their predecessor in

office.

3.11 Resignation of Directors

Except as provided in this paragraph, any Director may resign. The resignation will be

effective upon receipt of written notice to the President and Secretary unless the notice

specifies a later time for the resignation to become effective. If the resignation of a

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Director is effective at a future time, the Individual Members in good standing may hold

an election and fill the vacancy. The newly elected Director will take office when the

resignation becomes effective.

A Director whose membership expires or who misses three consecutive Board of

Directors meetings without cause, will be considered to have resigned.

No Director that has resigned during a term of office may be re-elected to fill the same

position during the same term.

3.12 Removal of Directors

At any time a Director may be removed from the Board for due cause and a five sevenths

(5/7) vote of the total Board members by secret ballot at a regular or special meeting of

the Board of Directors whenever in their judgment the best interests of the Kemah

CPAAA would be served thereby. Due process must precede any such decision as

outlined in Section 2.5 of these Bylaws. Persons removed from office in this manner may

not be elected to another position on the Board for the remainder of the current term.

3.13 Compensation

Directors, as such, will not receive any stated salaries or other remuneration or

compensation for their services, but by resolution of the Board of Directors, however,

they may receive reimbursement of a valid expense of operation of the Kemah CPAAA

where previously approved by the Board of Directors; but nothing herein contained will

be construed to preclude any Director from serving the Kemah CPAAA in any capacity

nor to imply any right to any form of compensation thereof.

3.14 Informal Action by Directors

Any action taken at a meeting of Directors, or any action which may be taken at a

meeting of Directors, may be taken without a formal meeting if consent in writing setting

forth the action so taken be signed by all the Directors.

3.15 Non-Liability of Directors

The directors shall not be liable for the debts, liabilities, or other obligations of the

Kemah CPAAA.

3.16 Indemnification by Kemah CPAAA of Directors

THE DIRECTORS OF KEMAH CPAAA SHALL BE INDEMNIFIED BY KEMAH

CPAAA TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAWS OF THIS

STATE.

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3.17 Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors

may adopt a resolution authorizing the purchase and maintenance of insurance on behalf

of any agent of the Kemah CPAAA (including a director, officer, employee, or other

agent of Kemah CPAAA) against liabilities asserted against or incurred by the agent in

such capacity or arising out of the agent’s status as such, whether or not the Kemah

CPAAA would have the power to indemnify the agent against such liability under the

Articles of Incorporation, these Bylaws or provisions of law.

4 OFFICERS

4.1 Officers

The officers of the Association shall be a President, a Vice President, a Secretary, a

Treasurer, and such other officers as may be elected in accordance with the provision of

this Article. The Board of Directors may appoint such other officers, including one or

more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem

desirable, such officers to have the authority and perform the duties prescribed from time

to time by the Officers. Any two or more offices may be held by the same person, except

the Offices of President and Secretary

4.2 Election and Term of Office

The Officers of the Association shall be elected and take office as defined in Section 3.4.

If the election of officers is not held at such meeting, such election shall be held as soon

thereafter as conveniently may be. Each officer shall hold office until his or her successor

shall have been duly elected and shall have qualified. An officer who misses three

consecutive monthly meetings without cause will be considered to have resigned.

4.3 Regular Meetings

A regular meeting of the officers shall be held without other notice than by bylaws on the

same day of the general membership meeting or at such other time and place as shall

from time to time be determined by the officers. A regular meeting of the Board of

Directors serves to meet this requirement.

4.4 Special Meetings

Special meetings of the officers may be called by or at the request of the President or any

two (2) Officers. The person or persons authorized to call special meetings of the officers

may fix anyplace within the state of Texas, as the place for holding any special meetings

of the officers.

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The officers shall be given at least twenty-four (24) hours’ notice of any special meeting

of the officers.

4.5 Quorum

A majority of the officers shall constitute a quorum for the transaction of business at any

meeting of the officers.

4.6 Removal

Any officer elected may be removed from office for due cause using the same process

documented in Section 3.12.

4.7 Vacancies

A vacancy in any office because of death, resignation, disqualification, or otherwise shall

be filled by a majority vote of the Active Members at the next regularly scheduled

meeting for the remaining portion of the term.

4.8 Compensation

Officers shall not receive any stated salaries or other remuneration or compensation for

their services. However, they may receive reimbursement of a previously approved valid

expense, with an original receipt, or copy thereof, for the operation of this Association.

4.9 President

The President shall be the principal executive officer of the Association and shall be

general supervisor and control all of the business and affairs of the Association. He/she

shall preside at all meetings of the general membership. He/She may sign, with the

Secretary or any other proper Officer of the Association authorized by the Officers, any

deeds, mortgages, bonds, contracts or other instruments which the Officers have

authorized to be executed, except in cases where the signing and execution thereof shall

be expressly delegated by the Officers or by these Bylaws or by statute to some other

Officer or agent of the Association; and in general he/she shall perform all duties incident

to the Office of the President and such other duties as may be prescribed by the Officers

from time to time. The President (or his/her designee) shall also serve as Program

Coordinator

4.10 Vice President

In the absence of the President, or in the event of his/her inability or refusal to act, the

Vice President shall perform the duties of the President and when so acting shall have all

the powers of and be subject to all of the restrictions upon the President. The Vice

President shall perform such other duties as from time to time may be assigned to them

by the President.

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4.11 Treasurer

If required by the Officer, the Treasurer shall give a bond for the faithful discharge of

his/her duties in such sum and with such surety or sureties as the Officers shall determine,

the cost of such bond being borne solely by the Association. He/She 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 in such banks, trust

companies or other depositories as shall be selected in accordance with the provisions of

the Bylaws, and in general perform all duties incident to the Office of the Treasurer and

such other duties as from time to time may be assigned to them by the President or

officers

4.12 Secretary

The Secretary shall keep the minutes of the meetings of the representatives, Board of

Directors, and Officers, give all notices in accordance with the provisions of these

Bylaws or as required by law; be custodian of the corporate records and the seal of the

Association and affix the seal of the Association to all documents, the execution of which

on behalf of the Association under its seal is duly authorized in accordance with the

provisions of these Bylaws; keep a register of the post office address of each member,

which shall be furnished to the Secretary by each member and in general perform all

duties incident to the office of Secretary and such other duties as from time to time may

be assigned to them by the President or Officers.

4.13 Assistant Treasurers and Assistant Secretaries

If required by the Officers, the Assistant Treasurer shall give bonds for the faithful

discharge of their duties in such sum and with such sureties as the Officers shall

determine, the cost of such bond being borne solely by the Association. The Assistant

Treasurers and Assistant Secretaries in general shall perform all duties as from time to

time may be assigned to them by the President or by the Officers.

5 COMMITTEES

Committees, as may be needed and a chairman to head each such committee shall be

appointed by the President and confirmed by the Officers. The President shall be an ex-

office representative of all committees. The Committees shall be appointed by the

President after he/she assumes office and shall serve throughout the remainder of that

term. The committee shall report to the President and the Officers may require a report at

any time.

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6 CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

6.1 Contracts

The Officers may authorize any Officer or Officers, agent or agents of the Association, in

addition to the Officers so authorized by the Bylaws, to enter into any contract or execute

and deliver any instrument in the name of and on behalf of the Association as approved

by the Active Members. Such Authority shall be confined to specific instances.

6.2 Checks and 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 by such officer or

officers of the Association and in such manner as shall from time to time be determined

by the resolution of the Board of Directors. Such instrument requires a signature from

any two of the Officers.

6.3 Deposits

All funds of the Association will be promptly deposited to the credit of the Association in

such bank, trust companies or other depositories as the Board of Directors may select.

6.4 Gifts

The Directors, or whomever they approve, may accept on behalf of the Association any

contribution, gift, bequest or device for the general purposes or for any special purpose of

the Association.

6.5 Distribution

No part of the net earnings of the Association shall benefit or be distributable to its

representatives, Officers, or other persons, except that representatives or Officers may be

reimbursed for limited out of pocket expenses, with prior Officer approval of the

expenditure.

6.6 Audit

An Audit Committee appointed by the Officers shall audit financial records of the

Association prior to December 31 each year. All Association expenditures approved by

the Officers will be made by check, signed by at least two (2) authorized Officers. The

President, Vice President, Secretary and Treasurer shall be authorized to sign checks.

6.7 Liaison

The Kemah Citizen Police Academy Program Coordinator or any other Officer of the

Kemah Police Department as appointed by the Chief shall act as a liaison between the

Citizens Police Academy Alumni Association and the Police Department, He/She shall

report activities and progress to interested parties of both organizations and provide

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assistance as requested by the Kemah Citizen Police Academy Alumni Association. The

Liaison is invited to attend all general membership meetings, but is not eligib1e for

membership and will not have any voting rights, to include the making of and/or

seconding of motions

6.8 Membership Meetings

General membership meetings shall be held on the 2nd

Monday of every month starting at

6:30 pm, and will be held at the Kemah City Hall. Each regular Alumni Association

Member present and in good standing shall have one vote in matters brought before the

Active Members for action. All votes shall generally be cast by secret ballot; however,

the President may call for a “show of hands” vote on any issue as a matter of expediency.

There shall be no absentee or proxy voting permitted.

Special general membership meetings may be called by the President with Five (5) days’

notice either by email or telephone contact.

7 POLICIES

7.1 Fiscal Year

The fiscal year shall commence on January 1st of each year.

7.2 Non-Intervention Policy

The Association is a non-intervention Association. Members are not commissioned

officers of any law enforcement agency nor are they to represent themselves as such

(unless coincidental). The policy of the Association regarding any law enforcement

activities is to observe and report any offenses to the appropriate law enforcement agency

with jurisdiction over the offense. Any action taken by a member shall be construed as an

unofficial act of the Association or any law enforcement agency. Each member, by

completion of their membership application agrees to indemnify, release and hold

harm1ess their individual city, its elected or appointed officials, the police department

within their respective city and its officers, and the Association, its officers and members

for any results of any action taken on their own initiative.

7.3 Weapons

Further, it is the policy of this Association that no individual shall carry on their person

any weapon to any event of this Association unless they are a certified peace officer. Any

individual found in violation of this policy shall be immediately excluded from all

Association’s activities with no right to appeal.

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7.4 Procedure

The Association shall be governed by common accord. Any disputes arising in any

meeting or regarding any action or lack thereof shall be handled in accordance with

Robert’s Rules of Order (latest revision) unless this conflicts with these Bylaws.

7.5 Political Activity

The Association shall not engage in political activities. Political activity is defined, for

purposes of these Bylaws as actively promoting or campaigning as a group, or an

individual’s appearing to represent the Association for or against any issue, candidate or

other matter that has been formally brought forth to the public for vote by federal, state,

city or any political subdivision thereof. This provision shall not serve to restrict or

encumber any representative from exercising their right to promote or campaign for or

against issues or candidates of their choice, with the understanding that such activity shall

not be engaged in a manner which, in anyway, implies or appears to reflect this

Associations support, or lack thereof, for any such issue or candidate.

8 AMENDMENTS, CHANGES, CONSTRUCTION AND TERMS

8.1 Amendments

These Bylaws may be amended at any regular membership meeting of the Association,

provided that the amendments have been submitted in writing at the previous

membership meeting. The adoption of any amendment(s) will require a two thirds

affirmative vote of the Active Members present at a regular membership meeting.

8.2 Changes

Proposed Bylaw changes will be submitted to the Vice President, a minimum of thirty

(30) days before the membership meeting and posted to the website.

8.3 Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of

incorporation of this corporation, the provisions of the articles of incorporation shall

govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid

for any reason, the remaining provisions and portions of these bylaws shall be unaffected

by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of

incorporation, articles of organization, certificate of incorporation, organizational charter,

corporate charter, or other founding document of this corporation filed with an office of

this state and used to establish the legal existence of this corporation.

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All references in these bylaws to a section or sections of the Internal Revenue Code shall be to

such sections of the Internal Revenue Code of 1986 as amended from time to time, or to

corresponding provisions of any future federal tax code.

8.4 Dissolution

In the event the Kemah Citizens Police Academy Alumni Association is dissolved or

loses its charter from the State of Texas, all funds remaining after debts are paid shall be

transferred to the Kemah Police Department Discretionary Fund.

9 CERTIFICATION

I hereby certify that these bylaws were adopted by the Board of Directors of the Kemah

Citizens Police Academy Alumni Association at its meeting held on ___November 10,

2014____________.

_Original signed by Carlene A. Neeley_________________

Secretary