SAN JOAQUIN DEPUTY SHERIFF’S ASSOCIATION

BY-LAWS

 

ARTICLE I.   NAME OF ORGANIZATION

            Section 1. The name of this organization shall be the San Joaquin County Deputy Sheriff’s Association (SJCDSA).

            Section 2. This Association was founded on July 1, 1952, and legally chartered under the said name in the Office of the California Corporations Commissioner, and Articles of Incorporation therefore were filed with the Secretary of State of the State of California on July 10, 1952.

 

            Section 3. The principal office for the transaction of the business of the

Corporation (“principal office”) is hereby fixed and located at 242 N. Sutter Street, Stockton, California 95202, in the City of Stockton, County of San Joaquin, State of California.  The Board of Directors is hereby granted all power and authority to change said principal office from one location to another in said county. Any such changes shall be noted on the Bylaws by the Secretary, immediately following this Section or this Section shall be amended to state the new location.

 

ARTICLE II.   CORPORATION

 

Section 1: Nonprofit Mutual Benefit Corporation.  This Association is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Law, California

Corporations Code. The terms "corporation" and "association" may be used interchangeably within these Bylaws.

 

ARTICLE III.   PURPOSES

 

Section 1: Purposes of the Association.   The purposes of the Association are as follows:

 

a. To provide representation for its members, as necessary and as provided for in these Bylaws, in matters relating to employment, working conditions and benefits;

 

b. To provide and maintain a "labor organization" as the term is used in section 501(c)(5) of the Internal Revenue Code that has as its principal purpose the representation of its members in matters regarding wages, hours of labor, working conditions, economic benefits and other terms and conditions of employment;

 

c. To promote and encourage the continuance and improvement of a disability and retirement system for Association members;

 

d. To support the highest professional standards for peace officers by encouraging the establishment of training schools and other methods of instruction;

 

e. To support and encourage strict adherence to the merit system provided by Civil Service and to support and encourage a system of competitive examinations for both entrance and promotion under Civil Service; and

 

f. To encourage activities tending to improve the morale and general welfare of the members.

 

Section 2: Accomplishment of Purposes.  The Association shall take the necessary steps for the accomplishment of these purposes.

 

Section 3: Use of Association Name.  The Association's name shall not be used for any purposes without the majority approval of the Board of Directors.

 

ARTICLE IV.  MEMBERSHIP

Section 1: Non-discrimination.  There shall be no discrimination or restriction on membership because of race, color, creed, national origin, sex, age, religion, citizenship, sexual orientation or disability.

 

Section 2: Classes of Membership.  Any member in the Deputy Sheriff class is eligible for General Membership.  General members shall have all rights and privileges provided through this association, including the right to vote on all matters involving a membership vote, except as hereinafter provided.

Section 3: Associate Member-Active.  Any sworn Employee who is not in the Deputy Sheriff class and is employed by the San Joaquin County Sheriff’s Office is eligible for the membership classification Associate Member-Active.  Members in the classification Associate Member-Active shall have those rights and privileges of General Members to the extent provided by a majority vote of the Board of Directors.  Associate Members-Active may be permitted to participate in membership votes only if the Board of Directors specifically authorizes such participation by majority vote.  The vote must authorize participation in a particular election/vote.  Associate Members-Active shall not be represented for negotiations and/or labor issues unless a contract for these services has been approved by the Board of Directors pursuant to the provisions of Article III Section 6.

Section 4:  Associate Member-Retired.  Any General Member or Associate Member-Active who retires shall be eligible for the membership classification of Associate Member-Retired.  One seat on the Board of Directors shall be designated for a Retired Director. Only Associate Members-Retired are eligible to run for that position and only Associate Members-Retired may participate in the vote for that position.  The Retired Director shall have all of the voting rights and privileges available to the other members of the Board of Directors. Retired members shall not be entitled to labor representation or legal defense unless approved by a two-thirds vote of the Board of Directors.  Associate Members-Retired may, in addition to voting for the Retired Director position, vote on other matters put to a General Membership vote, but only after participation by Associate Members-Retired has been specifically authorized by a majority vote of the Board of Directors for a particular election/vote. Members in the classification Associate Member-Retired shall have those rights and privileges of General Members to the extent provided by a majority vote of the Board of Directors.  No retired member is eligible for any Board position other than that of Retired Director.

Section 5: Responsibilities of Members. It shall be the responsibility of all members to attend all general and special membership meetings and to keep themselves informed regarding the proceedings of all membership meetings. It is the responsibility of each member to become familiar with the operational rules of the Association, including these Bylaws. The Association maintains a website and each member is responsible for keeping current with the information contained in the website.

 

ARTICLE V.  BARGAINING UNIT

 

Section 1: Bargaining Unit.  This Association is the bargaining unit for the San Joaquin Deputy Sheriff’s Association.

 

ARTICLE VI.  DUES

 

Section 1: Dues.

a.            Dues for General Members shall be one percent (1%) per month of the gross monthly salary paid to a Deputy Sheriff II, Step A, by the County of San Joaquin.  Dues shall be paid by payroll deductions.

b.            Dues for Associate Members shall be one percent (1%) per month of the gross monthly salary paid to a Deputy Sheriff II, Step A, by the County of San Joaquin.  Dues shall be paid by payroll deductions.

c.            Dues for non-sworn members shall be one dollar and fifty cents ($1.50) per pay period.  Dues shall be paid by payroll deduction.

d.            Dues for retired members shall be in the amount of the current monthly PORAC dues.  Dues shall be paid by payroll deductions where possible.

e.            There shall be no dues for honorary members.

 

ARTICLE VII.  OFFICERS AND DIRECTORS OF THE ASSOCIATION

 

Section 1: Corporate Powers. The executive and administrative power of the corporation shall be vested in its Board of Directors. Directors shall be active members of the Association who are also members of the bargaining unit. The activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors shall have all powers necessary to carry out all purposes of the Corporation including, but not limited to, entering contractual agreements for purposes of providing professional services for the benefits of the members. Nothing in these Bylaws shall be construed to prohibit or limit the exercise of power by the Board of Directors insofar as such exercise is authorized by the Constitution of the State of California or by California statute.

 

Section 2: Access to Corporate Records. All active members have the right to inspect Bylaws, standing rules, minutes, financial reports and membership lists during normal business hours, within thirty (30) days of a written request being received by the Secretary, for purposes reasonably related to the person's interest as a member. Directors have an absolute right to inspect and copy any record of the Corporation at reasonable times.

 

Section 3: Appointive Officers and Committees. The President may designate such appointive offices and establish such committees as the President deems in the best interest of the Association, and the same shall serve at the pleasure of the President of the Association. The appointment of officers to office, as well as dismissal and the establishment or disestablishment of committees must be with the concurrence of a majority of the Board of Directors. Dismissal of an appointive officer can be for any cause whatsoever and need not be for dereliction of duty or malfeasance in office. The vacancy of any appointive office may be filled by the President in the same manner as an original appointment. The term of office of all appointive officers shall expire upon the installation of a new President and in no event shall an appointive officer hold his office for more than two (2) years unless the President or Officer is reappointed into office.

 

Section 4: Board Duties.

 

a. Member Assistance: In all cases of disciplinary action by the Department against a member of which the Board of Directors becomes aware, the President or another officer at his direction shall inform the member of the availability of professional assistance. Representation shall be provided to the member in accordance with the agreement between the Association and the provider of professional assistance.

 

b. Emergency Action: The Board of Directors shall in matters they deem as urgent, or of an emergency nature, take immediate action on any and all matters that adhere to the avowed purposes of the Association, unless otherwise stated by these Bylaws.

 

c. Members Best Efforts: each member of the Board of Directors shall be familiar with the Articles of Incorporation and the Bylaws of this Corporation, and each member shall devote his/her energies to promote the purposes of this Corporation.

 

d. Voting: All elective officers of this Association shall be entitled to vote on any matters concerning this Association.

 

e. Standing Rules: The Board of Directors shall have the authority to promulgate standing rules to effectuate the orderly development of the Association.

 

Section 5: Officers and Directors. The Board of Directors shall consist of eleven (11) members, as follows:

 

a. President: The President shall:

(1) Be the chief executive officer and shall preside at all meetings of the Association and of the Board of Directors,

 (2) enforce a strict observance of these Bylaws and all other laws, rules, and regulations applicable to the governing of the Association and the Board of Directors;

(3) be empowered to designate committees and appoint membership thereto which are not otherwise provided for;

(4) be an ex officio member of all committees;

(5) require all officers of the Association to diligently and faithfully perform their duties, and it shall be the President's duty to forthwith report to the Board of Directors any dereliction that may come to the President's notice;

(6) announce the decision of the Association or the Board of Directors on all subjects;

(7) sign all reports, certificates, documents or correspondence that may be required;

(8) perform such other duties as the nature of said office or a majority of the Board of Directors may require;

(9) have the authority to appoint a Sergeant-at-Arms to preserve order whenever necessity requires;

(10) call meetings of the Board of Directors and the Association as provided by these Bylaws; upon a two-thirds vote of the Board of Directors appoint a parliamentarian who is well-versed in these Association Bylaws and Robert's Rules of Order (Revised);

(11) act as spokesperson for the Board of Directors in all matters upon which the Board of Directors is authorized to act; and

(12) make a report of his/her and the Board of Directors' meetings and activities at each general or special meeting of the membership of the Association.

 

b. Vice-President. The Vice-President shall:

(1) Insure that committee reports are made on time;

(2) provide direction for committees in cooperation with the chairman;

(3) insure that committee chairpersons submit reports in accordance

with the Bylaws;

(4) contact all new eligible employees of the Department and explain the requirements of eligibility for membership, the objectives of the Association, how to become members of the Association, and shall explain to all new members their duties and obligations to the Association; and

(5) perform such other duties as are delegated to him/her by these Bylaws or the President.

 

c. Secretary: The Secretary shall:

(1) Maintain all books and records of the Association;

(2) keep the roll of the members;

(3) promptly prepare and log the minutes of all meetings of the general membership and meetings of the Board of Directors and distribute to each member of the Board of Directors a typewritten copy of the minutes following a meeting;

(4) establish and maintain an accurate filing system for recall of all reports, minutes and correspondence pertaining to Association business as needed;

(5) attend to all correspondence and issue all notices, documents and communications not otherwise provided for and necessary in the transaction of the business of the Association and as provided by the Bylaws;

(6) keep at all times an inventory of the contents of any safe deposit box;

(7) collect and disseminate all Association mail; acknowledge all correspondence and maintain copies of all acknowledgments;

(8) direct the distribution, collection and tabulation of all ballots, and to record the results of all voting and elections concerning this Association;

(9) submit all the books, records, papers, documents, etc., in said possession or under said control to an authorized auditor whenever requested.

(10) The Secretary shall notify the general membership and the Board of Directors of all regular and special meetings of the Board of Directors and the Association stating, as a minimum, the time, date, and location of the meeting, as well as any special items that are to be brought before the membership in accordance with the Bylaws.

(11) At the expiration or sooner termination of the Secretary's tenure of office, the Secretary shall deliver to said successor all books, documents, files, papers, equipment and/or other matters belonging to the Association or to said office.

(12) Perform such other duties as may be required by said office or the Board of Directors.

 

 

d. Treasurer: The Treasurer shall:

(1) Collect and receive all income to the Association, either by dues, donations, or any other manner whatsoever;

(2) assure that all monies are properly accounted for and receipted for, and such monies, except for petty cash, shall be maintained in banks or other financial institutions as the Board of Directors may designate;

(3) pay all orders, charges, and expenses of the Association as directed by the Board of Directors;

(4) maintain the financial records of the Association;

(5) supervise preparation of unaudited financial reports as required;

(6) The financial report shall contain no less than a report of cash assets, depository or cash assets, income received, source of income, and nature and extent of disbursement since last financial report; retain the services of a professional accountant or bookkeeper, subject to the approval by the Board of Directors, for the preparation of all financial statements, County, State, and Federal corporate tax returns and general accounting services as required; have the Corporation's books, accounts, and records in condition for audit and ready to turn over to his/her successor in the office of the Treasurer, and insure that all accounts are property designated and that there shall be no commingling of personal or non-Corporate assets with the assets of the corporation.

(7) The President may appoint an assistant to the Treasurer who shall become familiar with the financial affairs of the Association and act in the absence of the Treasurer.

(8) Perform such other duties as may be required by said office or the Board of Directors.

 

e. Directors-at-Large: Six Director-at-large positions shall be elected from the

membership.  The position of one Retired Director shall be elected from among the retired members.

 

f. Professional Staff: The Board of Directors has the authority to utilize professional staff to assistant in meeting any of the responsibilities outlined above.

 

Section 6: Indemnification.

 

a. Right of Indemnity: To the fullest extent permitted by law, this Corporation shall indemnify its Directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

 

b. Approval of Indemnity: On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification.  If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of the Directors who are not parties to that proceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Members present at that meeting in person shall authorize indemnification.

 

c. Advancement of Expenses: To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by persons seeking indemnification under Sections 7237(b) or 7237(c) of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

 

Section 7: Board of Directors Insurance.  The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

 

Section 8: Officers and Directors – Elections. 

 

a.            All regular (general) members shall be eligible for election to the Board of Directors after filing with the President, a petition with the signatures of twenty (20) regular members, requesting their name be placed on the ballot.  Petitions shall be filed with the President no later than March 1st of each year in order to be valid.

 

In the event there are not sufficient petitions for candidacy to fill the ballot, the Board of Directors shall place on the ballot the names of interested regular members to complete the Slate of directors needed to fill the board.

 

All regular members shall be eligible to vote for the candidates of their choice whose names appear on the ballot.

 

b.            There shall be elected from the members of the Association, eleven (11) members to the Board of Directors; one (1) of which shall be from the group of Retired Members.  Elections will be held each year as provided and term of office will be for three (3) years.  The Board of Directors shall determine the initial division of positions for the election beginning in 2012.

 

c.            The Secretary shall, as soon as convenient, prepare and forward to each member and not later than the first day of the last week in the month of March of each year, a ballot showing the names of candidates, with a statement at the top of the closing of the election.

 

d.            The President shall appoint a “General Election Board” consisting of five (5) members of the Association, who shall conduct and supervise all elections and voting on changes and amendments to the Constitution.

 

e.            The Secretary shall provide each designated polling place with a suitable ballot box of sufficient size to hold all ballots cast.

 

f.             The ballot box shall be inspected by the Board of Elections before the opening of the polls and same shall not contain any ballots or other papers.  The ballot box shall then be sealed and must not be opened until the commencement of the canvas of the ballots after the closing of the polls.

 

g.            On the day prior to the election, the Secretary shall furnish each polling place a list of names eligible to vote.  Any member who is not eligible under the provisions of Section 1, Article V of the Bi-Laws, shall not be allowed to vote on questions before the Association and any member so reported shall not be allowed to vote until he has complied with such Bi-Laws.

 

h.            Immediately upon the closing of the polls, the Board of Elections shall open the ballot box and ascertain the number of ballots cast and correspond same with the list as prepared by the Secretary and then proceed to tally same and, upon completion of same, turn all tally sheets and ballots over to the President.

 

The candidates receiving the largest number of votes shall be declared elected to the Board of Directors for the ensuing term.

 

i.              All officers whose terms have expired shall hold over until their successors are elected and qualified.

 

j.              In case of a tie vote at any election for an office of the Board of Directors, the matter shall be decided by the candidates so tied, drawing lots in the presence of the President on the day of the election or between that date and the date of installation.

 

Section 9: Authority.

 

a.            President shall coordinate and manage the organization.  The President shall exercise powers not specifically excluded in the By-Laws.  The President shall be the speaker for the organization.

b.            The Board of Directors shall govern the organization as to matters of policy and other specific responsibilities as provided in the By-Laws.

c.            The Board of Directors may direct specific actions of committee and officers.  The Board of Directors may review and alter decisions of committee members except the President, for which a two-thirds majority shall be required.

d.            Notwithstanding any other provision of these Bylaws, the Board of Directors, by majority vote, may determine to utilize online voting.  The Board of Directors shall take steps to insure that any online voting be impartially administered.

Section 10: Meetings.

  1. General Membership

General Membership meetings of the Association shall be held.   Every effort shall be made to hold them during the months of March, June, September and December.  All general membership meetings shall be held at a time and location selected by the President.

  1. Special Meetings

Special meetings of the general membership may be called by the President or a majority vote of the Board of Directors.  The President shall call a special meeting within fourteen (14) days after receiving a request for such a meeting signed by at least twenty percent (20%) of the membership.

  1. Emergency Meetings

Emergency meetings may be called by the President or a majority vote of the Board of Directors as they deem necessary.  The Board of Directors shall endeavor to contact all members, by any means available, to advise the members of the time, place, and purpose of the meeting.

  1. Notice of Meetings

All notices of Association meetings shall be posted on the Association’s website.  Every effort shall be made to provide at least seven (7) days advance notice of every meeting.

Special or Emergency meetings shall require a minimum three (3) day notice.  Notice shall be by website and/or any other means.  Said notice shall state the reason for such meeting.

  1. Guests

Guests are permitted to attend general membership meetings when accompanied by an Association member, with approval of the President and a majority of the Board of Directors.  No guest shall address the membership at any regular or special meeting without prior approval of the Board of Directors.  The President shall limit the time and subject matter of any guest addressing the membership.  Guest speakers will make their presentation prior to the Association conducting other business.

  1. Conduct of Business

Association Bylaws and Robert’s Rules of Order shall govern the conduct of the Association business.  In the event of a conflict, the Bylaws will prevail.

  1. Parliamentarian

A Parliamentarian, if appointed by the President, shall be well versed in the rules and Bylaws under which the Association conducts business, and shall attend all meetings of the Board of Directors and the General Membership.  The Parliamentarian will have no voting power on the Board of Directors.  Nothing set forth in Article XIV, Section five (5) shall apply to any duly appointed Parliamentarian.

  1. Agenda

a.    Call to order

b.    Pledge of Allegiance

c.    Guest Speakers

d.    Approval of the minutes of the previous meeting(s)

e.    President’s Report

f.     Vice-President’s Report

g.    Secretary’s Report

h.    Treasurer’s Report

i.      Representative’s Report

j.      Standing and/or Special Committee Reports

k.    Old Business

l.      New Business

m.   Good of the Association

n.    Adjournment

 

Section 11: Board of Director Meetings.

a.    Regular Meetings

The Board of Directors shall meet at least once a month at a time and place determined by the President.

b.    Special Meetings

The President, or a majority of the Board of Directors, may call for a special meeting of the Board of Directors at any time.  The President may call such special meetings at any time it is deemed necessary, subject to three (3) days noticed delivered telephonically and by e-mail.

c.    Action Without Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if a majority of the members of the Board of Directors individually or collectively consent in writing, telephonically, or electronically to such action.  Any such vote shall be binding only if all Board members have the opportunity to participate.

d.    Open Board Meetings

Meetings of the Board of Directors are open to the general membership.  Voting on corporate matters shall be by the Board of Director members only.  However, any member may address the Board of Directors, make requests, provide information, or attempt to influence the Board of Directors’ action.  The right of a general member to speak at such meeting shall be restricted as to time and subject matter as approved by the President.

e.    Executive Session

The Board of Directors may meet in executive session according to Robert’s Rules of Order.

f.     Quorum

At least five (5) members of the Board of Directors shall be present to constitute a quorum for a meeting of the Board of Directors.  A vote of the majority of the Directors present is necessary to conduct the business of the Association, unless otherwise provided for in these Bylaws.

g.    Agenda

See article XIV, section 8.

Section 12: Committees.

            The Board of Directors shall have the authority to establish Committees.  The membership of each Committee shall be appointed by the President with the approval of the Board of Directors.

Section 13: Filing a Vacancy on the Board of Directors

a.    Vacancy

When a vacancy occurs on the Board of Directors, excluding the office of President, the vacancy will be filled by appointment by the President and confirmed by a majority of the Board of Directors.  The newly appointed officer or director shall be seated as the first order of business at the next meeting of the Board of Directors.  At the next election the position will be filled by a vote of the active members, for the duration of the term of Office.

b.    Presidency

If the office of the President is vacated, the office shall be filled by the Vice President.  If the Vice President declines to serve in that capacity, the Board of Directors may appoint a member of the current Board of Directors to the Presidency for the remainder of the Presidential term.  At its discretion, the Board of Directors may hold an election for the remainder of the term.

c.    All other vacancies

If the vacancy occurs within the last six (6) months prior to the next scheduled election for that position, the Board of Directors, by majority vote, may determine that the position shall remain vacant until filled at the next election.

 

 

ARTICLE VIII. VACANCY OR RESIGNATION FROM OFFICE – DISCIPLINE 

Section 1: Termination of Employment

An office shall be deemed vacated when the elected officer terminates employment with the San Joaquin Sheriff’s Department, either by resignation, leave of absence, retirement, or by resignation of said office.

Section 2: Default in Attendance

An office shall be deemed vacated when the Officer/Director misses three (3) or more Board of Directors meetings and/or three (3) or more consecutive general membership meetings without a reason acceptable to the Board of Directors.  The Secretary shall keep the attendance records and advise the Board of Directors when an officer appears in default.  The Board of Directors shall review the default record at the next regular meeting to determine of the office should be deemed vacated.

Section 3: Promotion

An office shall be deemed vacant when the elected officer is no longer an active member of the bargaining unit, either through advancement to management ranks, or cancellation of membership in the Association.

Section 4: Recall

Members of the bargaining unit that are entitled to vote may recall any elective or appointive officer by submitting, in writing, a petition signed by not less than twenty five percent (25%) of the members of the bargaining unit.

A petition shall be submitted to the Board of Directors and upon receipt thereof; once the petition has been deemed valid, the Board of Directors shall within twenty-one (21) business days prepare a ballot to be distributed to all voting members in accordance with the Bylaws.  The ballot shall contain the name of the officer who is subject to recall, the office held, and the question: “Shall the above-named officer be recalled? Yes __ No__”

The recall shall fail unless a two thirds (2/3) vote of all active general members carried on the roster of the bargaining unit shall vote in the affirmative.

If the recall fails, no further recall votes against such Officer or Director may be held without a two-thirds (2/3) vote by the Board of Directors, during the Officer’s current term, authorizing such additional vote.

Section 5: Removal from the Board of Directors for Cause

a)    Charges against any member of the Board of Directors shall be filed in writing with the Board of Directors at any Board of Directors meeting by a member of the Association in good standing.  Said charges shall be referred to a special committee of five (5) members.  The President shall select three (3) members of the Board of Directors.  The remaining two (2) to be selected by the members of the committee from the Association at large.  If the charges are against the President, the Vice President will appoint the three (3) members of the committee in lieu of the President.  No member of the Association of Directors against whom charges are made or member bringing such charges will be a member of the committee.

b)    The charged member shall have a right to representation by any Active member of the Association in good standing

c)    The special investigative committee will submit its findings in a written report to the Board of Directors.  The Board of Directors shall determine the deadline for submission of the Investigative Report.  The report will be deemed confidential unless otherwise appealed as prescribed in Section 5

d)    A two thirds (2/3) vote of the entire Board of Directors of the Association will be necessary to impose any action on a member found guilty of any wrongdoing

e)    The removed Director may request appeal to the Association within fifteen (15) business days from the vote of the Board of Directors, unless the Association, by a two-thirds (2/3) vote of the active membership, votes to overturn the vote of the Board of Directors, the action of the Board of Directors shall stand as the vote of the Association.  The removed member’s position on the Board of Directors shall be declared vacant and filled like any other vacancy under Article XII of these Bylaws

f)     The Board of Directors may remove a Director for cause only if the Director is:

·         Declared of unsound mind by a court

·         Convicted of a felony

·         Found by final court order to have breached his/her statutory duty of care

·         Is absent for three (3) consecutive Board meetings and/or three (3)consecutive general membership meetings, unless his/her absence is excused by the President

·         Found to be in violation of the Bylaws or the avowed purpose of the Association in a manner deemed detrimental to the good of the Association.

 

Section 6: Expulsion, Suspension or Termination

Any proceedings undertaken under this section shall be in accordance with Robert’s Rules of Order.

Section 7: Other Causes for Termination of Membership

1.    Members may be expelled, suspended or terminated for:

a.    Resignation from San Joaquin Sheriff’s Office service;

b.    Dismissal from San Joaquin Sheriff’s Office service;

c.    Failure to pay dues;

d.    Representing themselves to anyone as an Association Board member, including the media.

e.    Allowing any non-member to view content contained in the secure (member’s only) portion of the Association’s web page; or

f.     Actions deemed contrary to the principles and purposes of the Association upon a two-thirds (2/3) vote of the Board of Directors’.

2.    All proceedings undertaken under this section shall be in accordance with Robert’s Rules of Order.

ARTICLE IX  . FINANCIAL RESPONSIBILITY

Section 1: Financial Soundness

The Board of Directors shall be responsible for maintaining the fiscal soundness of this Corporation.  They shall endeavor, to the best of their ability, to maintain the expenses of the Corporation within the limits of its income and shall at all times, adhere to the Corporation’s budget.  Association funds shall be maintained in accounts as designated by the Board of Directors.

Section 2: Fiscal Year

The fiscal year shall commence April 1 and end on March 31 of each year.

Section 3: Financial Planning

It shall be the duty of the Board of Directors to conduct the fiscal affairs of the Corporation in such a manner so as to anticipate reasonable emergency expenditures not provided for in the budget and to provide a reserve fund to meet these emergencies.

 

 

Section 4: Budget Preparation

It shall be the duty of the Treasurer and Budget Committee to propose a budget for the upcoming fiscal year no later than the last Board of Director meeting of the current year (Normally December).  The Board of Directors shall review the budget, make any modifications and duly adopt the budget, pursuant to a Board of Directors vote.  The vote to adopt the budget shall occur no later than the first Board of Directors meeting of the new fiscal year (Normally March).

Section 5: Deficit

If in any fiscal year, there is a deficit in regard to any budget item, a majority of the Board of Directors may vote to increase the budget for any single item; and, in no case, to exceed the reserve fund of the Corporation to meet the budget deficit.

Section 6: Emergency Expenditures

A majority of the Board of Directors may vote to expend funds to meet a non-budget emergency expenditure of the Corporation, provided that said expenditure must not exceed the surplus funds of the Corporation.  In such cases, a special finding shall be made and shall be recorded in the minutes that such expenditure is in the best interest of the Corporation.

Section 7: Account Signatures

Disbursement of Association funds shall require two (2) signatures.  On all accounts maintained by the Association in a financial institution, the signature of the Treasurer and the President, Vice-President, or Secretary shall be required for the transfer or withdrawal of funds, or as signatories on checks or other drafts issued by the Association.

Section 8: Audit and Review

An audit shall be conducted no less than every two (2) years by a Certified Public Accountant (CPA), designated by the Board of Directors. The audit report prepared by the CPA shall be made available to all bargaining unit members and shall be posted on the member’s only section of the BPOA website, after its adoption by the Board of Directors.

 

 

Section 9: Holdings

The Board of Directors is authorized to acquire other tangible or intangible property, where it has been determined that such acquisition would benefit the Association.

ARTICLE X. AMENDMENTS

Section 1: Proposals to amend the Bylaws

A majority of the Board of Directors may propose to the membership a change in these Bylaws.  Any amendments to these Bylaws must be proposed in writing and submitted to the Board for consideration at its next regularly scheduled meeting.  The Board shall review any proposed amendment, submitted by a member or members and determine if the proposed amendment is to be submitted to a vote of the active general members.   

In the event the Board of Directors elects not to submit the proposed amendment to a vote of the active general members, the amendment may, nevertheless, be submitted to a vote after a petition requesting such a vote, and signed by thirty-three percent (33%) of active members, is submitted to the Board of Directors.  Thereafter, a vote on the amendment(s) shall be held within thirty (30) days of receipt of the petition and certification by the Secretary of the validity of the signatures and the sufficiency of a favorable vote.  A two-thirds (2/3) majority vote of the active membership is necessary to amend these Bylaws in a vote based on a member petition.  Any vote to amend these Bylaws shall be held in accordance with the procedures set forth above for the election of officers and directors. 

Any amendment proposed by the Board of Directors that receives a majority vote (50%+1) of the members voting shall become effective immediately.

 

ARTICLE XI. DISTRIBUTION OF ASSETS UPON DISSOLUTION

Section 1:

If and when this Association is dissolved, it will be the final responsibility of the then Board of Directors to distribute the remaining assets, after satisfaction of all liabilities, to the “California Police Officers’ Memorial Fund”.  Should the Board of Directors for any reason not be able to effect the distribution of the remaining assets in the manner stated above within ninety (90) days following the payment of the last known liability, then the remaining assets shall be distributed to a legally established tax exempt charitable organization of the Board’s choosing.

As a condition precedent to the receiving of the assets of the Association, upon dissolution, the recipient organization(s) or entity(s) must be willing to indemnify the Association or any others responsible for the debts thereof, for any claims submitted against the Association subsequent to the disbursement of the remaining assets so disbursed and received.

ARTICLE XII. EFFECTIVE DATE

These Bylaws, replacing all previous Bylaws and amendments thereto, shall become effective immediately upon ratification and adoption by a majority of the valid ballots cast, and certified by the Secretary.

Adopted August 15, 2012 By The Board of Directors of the DSA

ARTICLE XIII. SAVINGS CLAUSE

If any provision of these Bylaws shall be held invalid by operation of law or by any court of competent jurisdiction, the remainder of these Bylaws shall not be mitigated, and will remain in full force and effect until revised according to due process.

ARTICLE XIV. REPEAL OF CONSTITUTION

The Constitution of this association is hereby repealed in its entirety effective immediately and is replaced by these Bylaws. Repealed August 15, 2012.

 

 

 

 

 

 

 

 

 

 

INDEX:

ARTICLE I.   NAME OF ORGANIZATION................................................................................... 1

ARTICLE II.   CORPORATION..................................................................................................... 1

ARTICLE III.   PURPOSES............................................................................................................ 1

ARTICLE IV.  MEMBERSHIP........................................................................................................ 2

ARTICLE V.  BARGAINING UNIT................................................................................................ 3

ARTICLE VI.  DUES....................................................................................................................... 3

ARTICLE VII.  OFFICERS AND DIRECTORS OF THE ASSOCIATION.................................. 4

ARTICLE VIII. VACANCY OR RESIGNATION FROM OFFICE – DISCIPLINE...................... 14

ARTICLE IX . FINANCIAL RESPONSIBILITY........................................................................... 16

ARTICLE X. AMENDMENTS...................................................................................................... 18

ARTICLE XI. DISTRIBUTION OF ASSETS UPON DISSOLUTION........................................ 19

ARTICLE XII. EFFECTIVE DATE............................................................................................... 19

ARTICLE XIII. SAVINGS CLAUSE............................................................................................. 19

ARTICLE XIV. REPEAL OF CONSTITUTION........................................................................... 19


 

1952-2013