Missouri School Resource Officers Association

                                                                     BY-LAWS

                                                                       OF THE

                  MISSOURI SCHOOL RESOURCE OFFICER’S ASSOCIATION, INC.

                                         A 501 3c Missouri Not for Profit Corporation

 

                                                             ARTICLE I.  NAME

 

             The name of this corporation is the Missouri School Resource Officer’s Association, Inc.

 

                                                           ARTICLE II. OFFICE

 

The principal office of the corporation for transaction of its business is located at P.O. Box 476, Columbia, MO 65201.  The Board of Directors shall designate and may change the principal office from one location to another within Missouri.  Any change of location of the principal office shall be noted by the secretary on these by-laws in a place provided in this section or this section may be amended to state the new  location.  The Board may at any time, establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

 

                                                        ARTICLE III. PURPOSES

 

Section 3.01 General Purposes: This Association is a non-profit corporation and is not organized for the private gain of any person(s)and is independent of any national organization.  It is organized under the Nonprofit Corporation Laws of the State of Missouri for public and educational purposes.

 

Section 3.02 Specific Purposes: Within the context of its general purpose this corporation is created.

 

Section 3.03 Limitations: To operate exclusively in any other manner for such educational and charitable purposes will qualify it as an exempt organization under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, or under any corresponding provisions of any subsequent federal tax laws covering the distribution to organizations qualified as tax exempt organizations under the Internal Revenue Code, as amended.

 

                                                       ARTICLE IV. MEMBERS

                                                                             

                               This corporation shall have the following classes of membership.

 

Section 4.01 Full Membership: A person shall be eligible for full membership if he/she is employed or appointed by a law enforcement agency or a school district as a school resource officer, school-based police officer or an administrator of a school-based police program.

(a)                A full member, who, by virtue of promotion, reassignment, retirement, physical disability or change of employment has ceased to meet the qualifications set forth for regular membership, but desires to be maintained as a full member, may make written application to the Board of Directors for continued regular membership, with all rights pertaining thereto.  Each petition for continued regular membership must contain a statement of the reason for the member’s status change and the reason why the petitioner wishes to continue as a regular member of the association.  At the next available regular or special meeting of the Board of Directors, the petition(s) will be considered and voted upon.  The Board shall review all such members annually and may discontinue prior approval at any time by a majority vote of the Board of Directors.

 

Section 4.02 Associate Members: Associate membership may be eligible for any person who has expressed and demonstrated interest in the advancement of school resource officer school-based policing programs as part of the Missouri education system.

 

Section 4.03 Honorary Members: Honorary membership may be eligible for any person who has rendered outstanding service to the Association or the youth of the nation or purposes for which the organization was formed.  A person may be awarded honorary membership as a result of a two-thirds vote of the Board of Directors present and voting.

 

Section 4.04 Fees and Assessments: The Board may assess a membership fee as a condition of initial or continued membership.

 

                                                       ARTICLE V. DIRECTORS

 

Section 5.01 General Corporate Powers: Subject to the provisions and limitations of the Missouri Nonprofit Corporation Law and any other applicable laws, and subject to any limitation of the articles of incorporation or by-laws regarding actions of the Board of Directors, the corporation’s activities and affairs shall be managed and all corporate powers shall be exercised, by or under the direction of the Board.

 

Section 5.02 Specific Powers: Without prejudice to the general powers set forth in the Section 5.01 of these by-laws, but subject to the same limitations, the directors shall have the powers to: 

(a)                Appoint and remove, at the pleasure of the Board, all the corporation’s committees, agents and employees; prescribe power and duties for them that are consistent with law, with the articles of incorporation, and with these by-laws; and fix their compensation and require from them security for faithful performance of their duties.

(b)               Change the principal office or the principal business office from one location to another, conduct its activities within Missouri.

(c)                Adopt and use a corporate seal.

(d)               Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidence of debt and securities.

 

Section 5.03 Number and Qualifications of Directors: The authorized number of directors shall be no more than twenty-five (25).  Each elected officer (president, vice president, secretary, treasurer, sergeant at arms and parliamentarian), the immediate past president and two (2) directors from each of the following regions shall constitute the Board of Directors:

 

The regions shall be comprised of the existing Highway Patrol troop boundaries.  (See Attachment A.)

 

Section 5.04 Executive Committee: The elected officers, the immediate past president and any two (2) regional directors of this corporation shall constitute an Executive Committee who may act in the best interest of the corporation between the regular meetings, with specific power to act with the full power of the corporation to act on any matter that needs immediate action or response.

 

Section 5.05 Election, Designation, and Terms of Office: All officers shall be elected at an annual meeting of the corporation.  Officers and directors shall hold office until the expiration of their term of office.  The office of president of the association shall be filled by progression of the chair of office by succession.  Each term of office, whether by election or succession, shall be for two (2) years.  The office of president, secretary, treasurer, sergeant at arms and parliamentarian shall be by election.

 

Section 5.06 Vacancies:

 

(a)        Events Causing Vacancies: A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any member, (b) the declaration by resolution of the Board of a vacancy in the office of the member who has been declared of unsound mind in order of court, convicted of a felony, or found by final order or judgement of any court to have breached a duty.

(b)               Resignation: Except as provided below, any member or officer may resign by giving written notice to the chairman of the Board, if any, or to the president or the secretary of the board.  The resignation shall be effective when notice is given unless it specifies a later time for the resignation to become effective.  If a member or officer’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.

 

Section 5.07  Membership Meetings: Meeting of the members shall be held at any place within the state that has been designated by resolution of the Board or in the notice of a meeting or, if not so designated, at the principal office of the corporation.

 

The Board shall hold a regular meeting annually for the purposes of organization, election of officers and transaction of other business.  Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time.

 

Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, if any, the President or Vice President.  Notice of the time and place of special meetings shall be given to each member by one of the following methods: (a) by personal delivery of written notice; (b) by first class mail, postage prepaid; (c) by telephone either directly or to the member or to a person at the member’s office who could reasonably be expected to communicate that notice promptly to the member; or (d) electronic mail.  All such notices shall be given or sent to the member’s address or telephone number shown on the records of the corporation.

 

Notices sent first class mail shall be deposited in the United States mails at least four (4) working days before the time set for the meeting.  Notice given by personal delivery, telephone or electronic mail shall be delivered at least 48 hours before the time set for the meeting.  The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation.

 

Notice of a meeting need not be given to any member who, either before or after the meeting signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of the meeting need not be given to any member who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.