Association Bylaws

FAIRFAX COUNTY RETIRED POLICE ASSOCIATION, INC.

BYLAWS

ARTICLE I
Purpose

The purpose of the Fairfax County Retired Police Association, Inc. (the “Corporation”) shall be to promote the goals and welfare of its members and the officers of the Fairfax County Police Department, to promote a harmonious and cooperative atmosphere in the community and to promote general goodwill and understanding, and to otherwise act a local association of retired employees as defined in section 501[c][4] of the Internal Revenue Code.

ARTICLE II
Principal Office

The principal office of the Corporation shall be in the County of Fairfax, in the Commonwealth of Virginia.

ARTICLE III
Membership

Section 1. Membership
Any person who retired as a sworn police officer from the Fairfax County Police Department (the “Department”), either because of disability or years in service shall be eligible for active membership in the Corporation. Those members who founded this Corporation shall have the special title of Charter Member. Surviving spouses of members shall be considered honorary members and have all the privileges of membership except the right to vote. They shall not pay dues.

Section 2. Application for Membership
Every application for membership shall be in writing upon forms furnished for that purpose, be signed by the applicant and accompanied by the first year’s annual dues. Applicants applying after October 31st shall not pay dues for that calendar year. They shall pay the annual dues for the next calendar year. All applications are subject to approval by the Board of Directors.

ARTICLE IV
Dues and Assessments

Section 1. Dues
Each member shall be assessed dues in an amount to be determined by the Board of Directors. Dues shall be payable only by check, money order, or by direct payment from their retirement check at or before the January annual meeting of the Corporation each year.

Section 2. Waiver of Dues.
The Board of Directors may waive the dues of any member whose failure to pay has been caused by circumstances which justify such action and of which the Corporation shall be fully informed, subject to approval of the Board of Directors. In addition, the Board of Directors may waive the dues of any member who is in long-term care for the duration of the event or who has reached the age of 75. Once a member has attained the age of 75 he or she must request dues relief by contacting the membership chairman and must notify the retirement agency to stop the dues deduction.

ARTICLE V
Membership Meetings

Section 1. Annual Meetings
The annual meeting of the membership for the transaction of business as may properly come before the membership shall be held during the month of January each year.

Section 2. Special Meetings
Special meetings of the membership, other than those required by statute, may be called at any time by the Board of Directors or the President. The purpose(s) of the proposed meeting shall be stated in the Notice of Meeting. No business other than that specified in the Notice of Meeting shall be transacted at any such special meeting.

Section 3. Notice of Meeting
Except as otherwise required by statute, written notice, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. Quorum
A quorum at any meeting of the members shall consist of 20 or more active members in good standing in person. If a quorum shall not be present at any meeting of the members, a majority of the members present shall have the power to adjourn that meeting and reschedule the meeting to another date, without notice other than announcement at the meeting, to a future date at which a quorum shall be present or represented. At such reconvened meeting, any business may be transacted which might have been transacted at the meeting originally called. Once a member is present at a meeting, he or she is deemed present for quorum purposes for the remainder of the meeting and for adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.

Section 5. Voting
All members shall be entitled to vote at a meeting of the membership. The Board of Directors, in its discretion, may recall any vote by scheduling a special meeting for the purpose of considering such recall, the notice of which special meeting must be given within 30 days after the vote of the membership being recalled was taken.

ARTICLE VI
Directors

Section 1. Number and Qualifications
The Board of Directors shall consist of eight (8) members of the Corporation. These shall consist of three (3) elected directors, the four (4) elected officers, and the immediate past president. (The latter shall only serve for the duration of the current president’s first term.)

Section 2. Manner of Election
The Board of Directors shall be elected in accordance with the procedures specified in Article VIII.

Section 3. Term of Office
The term of office of each Director shall be for two (2) years and until their successors are elected. Any officer may be removed with cause at any time by the vote of a majority of all the Board of Directors. The Board of Directors shall appoint any Director or other member to complete the term of any officer, who dies, resigns, is removed or otherwise becomes ineligible to hold office.

Section 4. Duties, Powers, and Manner of Acting
The Board of Directors shall have full control and management of the affairs, business and property of the Corporation. The Directors may adopt such rules and regulations for the conduct of their meetings and for the management of the Corporation which they may deem proper, not inconsistent with law or these Bylaws.

Section 5. Regular Meetings
Regular and annual meetings of the Board of Directors may be held without notice at such time and such place as shall be determined in advance from time to time by the Board of Directors. Any such meeting may be held by telephone conference call or equivalent electronic means. Notice of any meeting not held at a time fixed in advance by the Board shall be given to each Director by mailing such notice at least seven days before the meeting to the Director’s home address, by delivering such notice personally or electronically, or by telephoning the Director at least four (4) days before the meeting. Any such meeting may be held by telephone conference call or equivalent electronic means.

Section 6. Quorum
At any meeting of the Board of Directors, the presence of a majority of the current number of Board members shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting until some further time when it is reasonably possible to obtain a quorum.

Section 7. Voting
At all meetings of the Board of Directors, each Board member shall have one (1) vote.

ARTICLE VII
Officers

Section 1. Officers and Qualifications
The officers of the Corporation shall consist of a President, Vice President, Treasurer and Secretary.

Section 2. Election
The officers shall be elected in accordance with the procedures specified in Article VIII.

Section 3. Term of Office
The term of office for all officers be for two (2) years and until their successors are elected. Any officer may be removed with cause at any time by the vote of a majority of all the Board of Directors. The Board of Directors may appoint any Director or other member to complete the term of any officer who dies, resigns, is removed or otherwise becomes ineligible to hold office.

Section 4. Duties of Officers
The duties and powers of the officers of the Corporation shall be as follows:

a) The President shall be the chief executive officer of the Corporation. He or she shall preside at all meetings of the membership and the Board of Directors. He or she shall enforce the observance of these bylaws. The President, or persons expressly designated by the President, shall be the only person authorized to make statements to the press or the public in the name of the Corporation.

b) The Vice President shall, in the absence or incapacity of the President, perform the duties of the President and, when so acting, shall have all the powers of the President.

c) The Secretary shall keep, or cause to be kept, the minutes of the meetings of the Board of Directors and of the members. He or she shall be the custodian of corporate records.

d) The Treasurer shall be the chief financial officer of the Corporation, and shall have the care and custody of the funds and property of the Corporation.

ARTICLE VIII
Elections
The election of members of the Board of Directors shall be held every other year starting the year following the approval of these amended bylaws. Elections will be held each January in the manner set forth below.

Section 1. Nominations
No later than September 30th of each election year, the Board of Directors shall appoint a nominating committee of at least 3 members who may not be currently serving members of the Board of Directors. This committee shall announce the upcoming election of officers and directors to the members no later than October 31st of that year. The Nominating Committee may select members to serve in the various positions and shall accept nominations from the membership. However, all nominations from the membership shall be made prior to December 1st of that year. The nominating committee shall confirm that all nominees are willing to serve prior to including them in the ballot.

Section 2. Ballots
The Nominating Committee shall develop a written ballot including the names of all nominees for the various Director or Officer positions. These ballots shall be distributed to the membership no later than December 31st of that year. All completed ballots shall be returned to the Nominating Committee no later than the time that the January General Membership Meeting is called to order. Ballots received after that date and time are considered invalid and shall not be counted.

Section 3. Election and Counting of Ballots
The Nominating Committee shall count all ballots at the January General Membership Meeting and announce the results prior to the end of the meeting. These results shall include a tally of the votes for each position.

Section 4. Election by Acclamation
If, by December 1st of that year, the Nominating Committee has received nominations for only one candidate per position, no election is required. The slate of candidates for the new Board of Directors is considered to be elected by acclamation and will take office in accordance with Section-5 below. .

Section 5. Installation of Directors and Officers
The incoming Directors and Officers shall take office at the end of the January General Membership Meeting and shall hold office until the end of the January General Membership Meeting two years hence.

Section 6. Filling Vacancies
If any member of the Board of Directors shall leave office prior to the end of his/her term, the Board may appoint a member to fill that position for the duration of the term.

ARTICLE IX
Fiscal Review

Section 1.
The President shall appoint an Audit Committee consisting of three members (two of whom may not be members of the Board of Directors) each year or whenever there is a change in Treasurer to conduct an audit of the Corporations financial records for the period since the last audit. The Audit Committee shall present a written report of their findings to the Board of Directors within 90 days of their appointment. Annual audits shall be completed by March 31st each year.

Section 2.
The Treasurer’s books shall be open to inspection by any other member of the Board at any time.

ARTICLE X
Liaison to the Fairfax County Police Association, Inc.

The Board shall annually appoint a member of the Corporation who is also a life member of the Fairfax County Police Association, Inc. to sit on the Board of Directors of the Fairfax County Police Association as a representative of the Corporation.

ARTICLE XI
Committees

The President may appoint one (1) or more members to chair committees. These Committee Chairs may appoint other members to their committees to assist them as needed. The Committee Chairs shall perform such functions as the President may enumerate. Committee Chairpersons are expected to attend meetings of the Board of Directors but shall have no vote. Any committee may be dissolved by the President or the Board of Directors at any time, for any reason.

ARTICLE XII
Indemnification

The Corporation shall indemnify its Officers, Directors, agents and employees in accordance with the Corporation’s articles of incorporation and Virginia law.

ARTICLE XIII
Checks, Notes and Drafts

Section 1. Signatures
All checks, notes, drafts and other evidence of expenditures shall be signed by the Treasurer, the President or such persons as the Board from time to time may authorize.
Section 2. Expenditures
All expenditures of more than $500.00 shall be approved before made or ratified by the Board of Directors within 30 days thereafter. The Board of Directors shall have the authority to donate up to $500.00 to support a political candidate running for office in Fairfax County.

Any honorarium paid to or expenditure by any Director shall be reviewed by the Treasurer, who shall report such expenditure to the Board of Directors, which shall review the honorarium or expenditure and approve or disapprove the same within 60 days of the date of the request for payment of the payment thereof.

Section 3. Honorariums to Board Members
No honorariums or other payment for services shall be made to any member of the Board of Directors. Directors and Officers shall be reimbursed for appropriate, personal expenses made on behalf of the Corporation and upon presentation of proper records. All such reimbursements shall be made in accordance with Section-2 above. Directors and Officers may be reimbursed for legitimate travel expenses upon an affirmative vote of the Board of Directors.

Section 4.
The Board of Directors may establish other financial control and procedures as it sees fit provided they do not conflict with the Corporate Charter or any law or ordinance.

ARTICLE XIV
Seal

The Seal of the Corporation shall have the name of the Corporation, the word, “SEAL” and the year of incorporation, and may be a facsimile, engraved, printed or impression seal. An impression of said Seal may appear on the margin hereof.

ARTICLE XV
Amendments

These bylaws may be altered, amended, repealed or added to by the affirmative vote of a majority of the Board of Directors, unless expressly reserved to the members in the Articles of Incorporation. In any case, the bylaws may also be altered, amended, repealed or added to by the affirmative vote of the active members at a meeting of the membership. Any bylaw adopted by the Board of Directors may be altered, amended, repealed or added to by the active members, but any such bylaw adopted by the active members shall not be altered, amended or repealed by the Board of Directors. Only such changes shall be made which do not conflict with the applicable law or the Articles of Incorporation.


APPROVED: January 1998 by vote of the membership

AMENDED: November 20, 2000 by vote of the Board of Directors
(to be effective February 1, 2001)

AMENDED: October 19, 2017 by vote of the Board of Directors
(to be effective January 18, 2018)

AMENDED: January 9.2020 by vote of the Board of Directors