HENDERSON/VANCE COUNTY CRIME STOPPERS, INC.
ARTICLE I
NAME, SEAL, AND OFFICES
Section 1. The name of this corporation
is HENDERSON/VANCE COUNTY CRIME STOPPERS, INC.
Section 2. The corporation seal of the
corporation shall consist of two concentric circles between which appear the
words "HENDERSON/VANCE COUNTY CRIME STOPPERS, INC." And in the center of which
shall appear the word "SEAL"
A Board of Directors may also adopt an
emblem, insignia or other identifying mark, which shall become the official
"logo" and symbol of this corporation.
Section 3. The principal office of the
corporation shall be located at the offices of Henderson Police Department at
200 Breckenridge Street, Henderson, Vance County, North Carolina or at such
other place as shall be designated by the Board of Directors.
Section 4. The corporation shall have
and continuously maintain in the State of North Carolina a registered office.
The registered office may be, but need not be, identical with the principal
office in the State of North Carolina, and the address of the registered office
and the registered agent may be changed from time to time by the Board of
directors, provided the same is done and filed in accordance with the General
Statutes of North Carolina.
Section 5. The corporation may have
such other offices, either within or without the State of North Carolina, as the
Board of Directors may determine or as the affairs of the corporation may from
time to time require.
ARTICLE II
MEMBERS
This corporation shall have no
members.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The affairs of the
corporation shall be managed by its Board of Directors and such officers and
agents as said Board may elect or employ.
Section 2. The number of Directors
comprising the initial Board of Directors shall be eighteen (18) and shall be
those persons named in the Articles of Incorporation. The number of Directors
comprising the Board in the future may be changed from time to time by amendment
of these Bylaws within the limits fixed by the Articles of Incorporation, but at
no time shall the number of Directors be less than three (3) nor more than
twenty-one (21).
Section 3. The Board of Directors shall
be selected from representative interested persons in the community and an
effort should be made to choose individuals who have particular interest in or
knowledge relating to crime prevention and rewarding efforts by others in
helping solve crimes.
Section 4. There shall be no
limitations on the term of office for the members of the Board of Directors.
Section 5. Vacancies on the Board of
Directors shall be filled in accordance with the provisions of ARTICLE VII,
hereof.
Section 6. A Director may resign from
the Board of Directors at any time by giving written notice thereof to the Board
of Directors. Such resignation shall be effective as of the time specified in
such written notice or, if no time is therein specified, at the time of
acceptance thereof by the Board of Directors.
Section 7. Any Director may be removed,
with or without cause, by a two-thirds (2/3) vote by ballot, at a regular or
special meeting of the Board, provided that notice (including the name of the
Director to be considered) of the intent to call for such a vote, is given to
each member of the Board at least twenty-four (24) hours prior to the meeting.
Section 8. In managing the affairs of
the corporation, the Board shall specifically have, but not be limited to, the
following powers:
Adopt standing rules; and
Employ individuals; and
Procure and maintain liability
insurance to protect its directors and employees and agents in the performance
of their duties, and hazard insurance to protect any corporate property; and
Procure and maintain bonds for persons
having custody of funds; and
Promote the Crime Stoppers program (and
solicit funds for corporate business and the operation of the program); and
Authorize disbursement of funds.
Section 9. The County Manager, City
Manager, Chief of Police, Sheriff, Crime Stoppers Coordinator, the President of
the Henderson-Vance Chamber of Commerce, and Board Chair of the Henderson-Vance
Chamber of Commerce shall serve as Ex-Officio. The Henderson Police Department
and the Vance County Sheriff’s Office may appoint two additional officers to
serve as an Ex-Officio. Ex-Officio shall have all rights and privileges as the
Board of Directors except for making motions and voting.
Section 10. Members of the Advisory
Board shall be appointed by the Board of Directors for an unspecified term. The
Advisory Board members shall have Ex-Officio status. For the purpose of
resignation or removal of a member of the Advisory Board, the Board of Directors
shall follow the procedures set forth in Article III, Sections 6 and 7.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. The Board
of Directors shall hold no less than nine (9) regular meetings each year,
including the annual election meeting normally to be held on the second
Wednesday in September of each year at 12:00 noon. Normally, regular meetings
will be held on a monthly basis on the second Wednesday of each calendar month
at 12:00 noon at a location determined by the Board of Directors. The time,
date, and/or place of any meeting may be changed by the Board of Directors, and
additional meetings of the Board of Directors may be held as the Board of
Directors may provide. Special meetings of the Board of Directors shall be
called if requested by any three (3) members of the Board of Directors or the
President of the corporation. All Directors of the Board shall be notified by
the Secretary of such special meeting at least twenty-four (24) hours before the
same; such notice of a special meeting shall include a statement of the purpose
of the meeting as well as the date, time and location of that special meeting.
Notices of any meeting can be waived if consent to the same is signed by all
Directors and placed with the corporate minutes.
Section 2. A simple majority of the
Directors in office shall be necessary to constitute a quorum for the
transaction of business. When a quorum is once present for a meeting, it is not
broken by the subsequent withdrawal of any of those present and the meeting may
be adjourned despite the absence of a quorum.
Section 3. Except as otherwise provided
in the Articles of Incorporation, these Bylaws or otherwise by law, the act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Each member of the Board of
Directors shall be entitled to one (1) vote.
Section 4. Directors as such shall not
receive any stated salary for their services. The Board of Directors shall not
have the power to contract for and/or to pay special compensation to Directors
rendering unusual or exceptional services for the corporation. Nor shall a
Director serve the corporation in any other capacity and receive compensation
for such services.
Section 5. Any Board member who misses
more than three consecutive regular meetings without valid excuse or
justification is subject to removal under Article III Section 7.
ARTICLE V
OFFICERS AND DUTIES
Section 1. The officers of this
corporation shall be a President, a Vice President, and Secretary, and a
Treasurer, and such other officers as the Board may elect for the Board of
Directors from time to time to carry out the affairs of this corporation. The
offices of Secretary and Treasurer may be combined if the Board of Directors so
designate.
Section 2. A term of officer shall be
for one (1) year and shall begin at the close of the annual election meeting. A
vacancy shall be filled by vote of the Board for a slate (one or more nominees)
presented by the Nominating committee. The individual elected shall serve for
the remainder of the term of the member he or she replaces. No name shall be
placed in nomination without the consent of the nominee.
Section 3. The President shall be the
principal officer of the corporation and shall preside at all meetings of the
Board of Directors and of the Executive Committee. The President shall co-sign
all checks, contracts, and any other instruments in writing requiring his
signature, and he shall perform all other duties as may be required of him from
time to time by the Board of Directors. The President shall appoint standing
committee chairmen and members, except for the Nominating committee, and create
special committees and appoint chairmen and members thereof as the need arises.
The President shall be an ex-officio member of every committee except the
Nominating Committee. The President also shall appoint a Law Enforcement Officer
to fulfill the duties of Coordinator of this organization.
Section 4. The Vice President shall
perform all the duties and exercise all the powers of the President in the
absence or disability of the President. The Vice President shall assume such
other duties as may be assigned to him by the President, the Board of Directors
or the Executive Committee. The Vice-President shall be authorized to co-sign
checks in the absence of the President or Treasurer.
Section 5. The Secretary shall attend
all meetings of the Board of Directors and of the Executive committee, and shall
record the proceedings in a minute book to be kept for that purpose. The
Secretary shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; the Secretary shall be
custodian of the corporation’s records and of the seal of the corporation and
shall see that the seal of the corporation is affixed to all documents requiring
the seal (the execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these Bylaws). The
Secretary shall keep a register of the post office addresses of each Director,
and perform such other duties as from time to time may be assigned to him by the
President of the Board of Directors.
Section 6. The Treasurer shall keep a
full and accurate account of receipts and disbursements of the corporation in
the corporate books and shall deposit all monies and other valuable objects in
the name of the corporation in such depositories, or safety vaults, as may be
designated by the Board. The Treasurer shall be custodian of all funds, and
shall make a report of the finances of the corporation periodically (at least
semi-annually) to the Board of Directors and also whenever requested by the
President. The Treasurer shall co-sign all checks and he, or his designee
shall supervise the disbursing of rewards to individuals as authorized by the
Board of Directors, after reasonably satisfying himself as to the identity of
the recipient. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall require.
Section 7. The Coordinator shall serve
as the liaison officer between the Board of Directors and law enforcement
agencies. The Coordinator shall serve as an advisor relative to rewards, status
of effectiveness of Crime Stoppers, and other duties at the discretion of the
President.
Section 8. The Board of Directors shall
employ such staff and assistants, as they shall deem necessary from time to time
for the proper management of the corporation.
ARTICLE VI
COMMITTEES
Section 1. There shall be an Executive
Committee composed of the Officers and one (1) additional Director who shall be
elected by a vote of the Board of Directors at the annual election meeting or at
the first regular Board meeting thereafter. The Executive committee, in an
emergency, shall have all the powers of the Board between meetings, except that
authority which may be denied by these Bylaws or by provisions of applicable law
providing for the authority of such Committee. All actions of Executive
committee must be approved by the Board of Directors. Meetings may be called by
the President or by any two (2) members of the Executive Committee and three (3)
members shall constitute a quorum.
Section 2. There may be standing
committees to deal with the following subjects:
Fund Raising;
History and Records;
Publicity;
Bylaws and Standing Rules.
Any additional standing committees may
be created in such manner as may be designated by a majority of the Directors
present at any meeting of the Board of Directors. The Chairman of all such
committees shall be a member of the Board of Directors; however, any or all
additional members need not be Directors of the corporation.
Section 3. Special committees may be
created by the President of the Board of Directors. The Chairmen of these
special committees shall be members of the Board; however, any or all additional
members need not be Directors.
Section 4. There shall be a Nominating
Committee comprised of three (3) Directors to be elected by the Board of
Directors immediately upon adoption of these Bylaws and hereafter at the annual
election meeting or the first regular meeting thereafter. A plurality vote of
the Board of Directors shall elect the members of this Nominating Committee, and
the member of the Nominating Committee receiving the highest number of votes
shall serve as Chairman. The nominating Committee shall continually screen and
consider the qualifications of potential candidates for Directors and Officers
of this corporation, and shall carry out the responsibilities assigned to it
under ARTICLE VII, NOMINATION AND ELECTIONS. To assure proper screening and
consideration of candidates for the Board of Directors, directors should make
any personal recommendation to the Nominating Committee at least thirty (30)
days prior to any election.
Section 5. Each member of any committee
shall continue as such until the next annual meeting of the Board of Directors
and until his successor is appointed, unless the committee shall be sooner
terminated.
Section 6. Vacancies in the membership
of any committee may be filled by appointments made in the same manner as
provided in the case of the original appointments.
Section 7. Unless otherwise provided in
these Bylaws, a majority of any whole Committee shall constitute a quorum and
the act of a majority of the members present at a meeting shall be the act of
that Committee.
Section 8. The Executive committee and
all other Committees shall from time to time report their activities to the
Board of Directors as the President and/or the Board of Directors may deem
necessary.
ARTICLE VII
NOMINATIONS AND
ELECTIONS
Section 1. The Nominating Committee,
after obtaining the consent of each candidate, shall distribute to each
Director, at least seven (7) days prior to the annual election meeting or any
meeting at which an officer of Board member is to be elected, a notice setting
forth the following:
A proposed single slate of candidates
for any officer position to be filled; and
At least one candidate for each of the
Board positions to be filled, setting forth the terms of each position, where
appropriate.
Section 2. Additional nominations for
any officer position to be filled may be made by a petition signed by two (2)
Directors, after obtaining the consent of the nominee, and delivered to the
Chairman of the Nomination Committee at least two (2) days prior to the
election. No Director may sign a petition for more than one (1) candidate for
the same office.
Section 3. The ballot submitted to the
Board by the Nominating Committee shall include all the nominees selected under
Section 1 and 2 hereof, and a plurality vote shall elect. A director may deliver
an absentee ballot to the secretary at any time prior to the vote.
Section 4. The floor shall be open at
the meeting at which any Director is to be elected for additional nominations,
provided consent is first obtained from the respective nominee.
ARTICLE VIII
CONTRACTS, CHECKS, AND DEPOSITS
Section 1. The Board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument of behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 2. All checks, drafts, or other orders for the payment of money
issued in the name of the corporation shall be jointly signed by the President
and Treasurer (or by such other officer or officers, agent or agents, of the
corporation or in such other manner as shall from time to time be determined by
resolution of the Board of Directors).
Section 3. Any contributions, bequests, or gifts made to this corporation
shall be accepted or collected and deposited only in such manner as shall be
designated by the Board of Directors.
Section 4. The Board of Directors shall determine which depository or
depositories shall be used by this corporation, provided, however that all such
depositories shall be located within Vance County, are legally authorized to
transact business in the State of North Carolina and are federally insured. All
funds of the corporation not otherwise employed or invested shall be deposited
in those depositories as the Board of Directors may direct. All checks and
orders for the payment of monies from said depositories shall be on the
signature of the President (or the President’s nominee) and shall be
countersigned by the Treasurer (or the Treasurer’s nominee), provided each such
nominee shall have been approved in advance by the Board of Directors.
Section 5. The Board of Directors or any Officer or Officers, agent or
agents, of the corporation to who such authority may be delegated by the Board,
may accept on behalf of the corporation any contribution, gift, bequest or
devise for the general purposes or for nay special purpose of the corporation.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of Directors
at any annual, regular, or special meeting, but only by the consenting vote of
two-thirds (2/3) of the Directors present at a meeting.
ARTICLE X
FISCAL YEAR
Unless otherwise provided by resolution of the Board of Directors, the
fiscal year of the corporation shall end on December 31.
ARTICLE XI
PARLIAMENTARY AUTHORITY
Robert’s Rules of order shall be the parliamentary authority for all matters
or procedures not specifically covered by the Articles of Incorporation, these
Bylaws, or by special rules of procedure adopted by the Board of Directors
