CONSTITUTION
BY-
A MASSACHUSETTS
CORPORATION
ARTICLE I
NAME, PURPOSE, LOCATION, CORPORATE
SEAL,
1.1
NAME
The name of this
Corporation shall be the Massachusetts Juvenile Police Officer’s Association
(M.J.P.O.A.), Incorporated, as set forth in the
Articles of Organization. It may be referred to herein as the “Corporation”.
The purpose of the
Corporation shall be set forth in the Articles of Organization.
This Corporation shall not be operated for profit.
1.2 LOCATION
The principal office
of the Corporation in the
of the Corporation. The Directors may change location of the principal office
in the
certificate or annual report with the Secretary of the Commonwealth.
1.3 CORPORATE SEAL
The Directors may
adopt and alter the seal of the Corporation. The seal of the Corporation, if
any, shall be subject to alteration by the Directors,
bear its name, the word “
1.4 FISCAL YEAR
The fiscal year of the Corporation shall,
unless otherwise decided by the Directors, begin on July 1st and end on June
30th of the following year.
ARTICLE II
MEMBERSHIP
2.1 QUALIFICATION
Membership (herein after referred to as
“Member”) in the Corporation shall be limited to Bona Fide Law Enforcement
Officers who have an interest in handling offenses committed by or against
juveniles and who subscribe to the objectives and purposes of this Corporation.
No qualified person shall be discriminated against in joining the Corporation.
2.1(a) ASSOCIATE
MEMBERSHIP
Associate Membership in the Corporation
shall be limited to non Law Enforcement Professionals, who in their
profession are responsible for the health, safety, and welfare of youth and who
subscribe to the objectives and purposes of this Corporation. Non Law
Enforcement Professionals shall include but are not limited to; District
Attorney s Office, School Administrators, Juvenile Probation Officers,
Department of Children and Family Services, Department of Youth Services, etc.
No qualified person shall be discriminated against in joining the Corporation.
Associate Members shall be afforded the same
powers, rights, and responsibilities that Members of the Corporation
receive with the limited exception that no Associate Member can hold a position
as an Officer and/or Director of the Corporation.
2.2 POWER
All Members shall
have the rights and powers to elect Officers and Directors as provided in these
By-Laws and such powers and rights as are vested
in them by law, the Articles of Organization, or these By-Laws. All Members
shall also have such powers and rights as the Directors may designate.
2.3 BENEFITS
Unless otherwise
provided by law, the Articles of Organization, or these By-Laws, any or all
benefits provided by the Corporation shall be equally
distributed to all Members.
2.4 TENURE
Each Member shall
remain a Member of the Corporation until such time that the Member: a)
terminates his/her employment with a Bona
Fide Law Enforcement Agency,
b) dies,
c) ceases to exist,
d) resigns,
e) is removed, or
f) becomes disqualified.
2.5 RESIGNATION
A Member may resign
by delivering his or her written resignation to the President, Treasurer, or
Clerk of the Corporation, to a meeting
of the Members, Officers, or Directors, or to the Corporation at its principal
office. Such resignation shall be effective upon receipt of such
resignation (unless specified to be effective at some other time), and
acceptance thereof shall not be necessary to make it effective unless it so
states.
2.6 REINSTATEMENT
Any Member who
voluntarily resigns from the Corporation may be reinstated provided the Member
becomes current with his or her dues
from the date of resignation through the date of reinstatement.
2.7 SUSPENSION
Suspension or
individual assessments may be made by a majority vote of the Directors against
any Member who has willfully and knowingly
acted in a manner inconsistent with these By-Laws or any violation of state or
federal law. Before such action is taken, the Member must be
given notice and a reasonable opportunity to be heard by all Directors.
2.8 REMOVAL
A Member may be
removed by a majority vote of the Directors and only after the Member has been
given reasonable notice and an opportunity
to be heard by all the Directors.
2.9 EXPULSION
The Directors shall
have the authority to expel Members by a majority vote for conduct unbecoming
or otherwise inappropriate behavior as
determined by the Directors. Before such action is taken, the Member must be
given notice and a reasonable opportunity to be heard by all
Directors.
2.10 COMPENSATION
Unless otherwise
provided by law, the Articles of Organization, or these By-Laws, Members may
receive reasonable compensation for services
rendered to the Corporations by a majority vote of the membership. Members
shall be reimbursed for expenses incurred on behalf of the
Corporation.
ARTICLE
3.1 ANNUAL DUES
All Members shall
pay annual dues at rate set forth by a majority vote of the Membership. The
amount set and vote shall take place at the
Annual Meeting. Annual dues shall be payable each year on July1st through June
30th of the following year.
Military Personnel:
All Members in good standing of the Corporation upon entering the Armed Forces
of the United States shall be extended the
courtesy of retaining their membership privileges without payment of any dues
or assessments levied during the period of their active
participation as a member of the aforesaid Armed Forces.
3.2 INITIATION FEE
There shall be no initiation fee for
membership to the Corporation.
3.3
ARREARS
Members whose dues are over six (6) months
in arrears shall not be entitled to a voice or vote until all dues are paid.
3.4 FORFEITURE
Any Member, who
fails to pay his or her annual dues or any assessment within one-year, shall
forfeit his or her membership with the
Corporation.
ARTICLE IV MEETINGS
4.1 PLACE OF
MEETINGS
All meetings shall
be held within the
principal office of the Corporation unless a different place is fixed by the
Directors.
4.2 REGULAR MEETINGS
Regular meetings of
the membership may be held at such places within the
Organization permit such meetings outside the
in the
4.3 ANNUAL MEETING
The Annual Meeting
of membership shall be held in the month of April of each year. The purpose, in
addition to those prescribed by law,
by the Articles of Organization or by these By-Laws, is to elect Officers and
Directors as well as to transact such other business as may
properly be brought forward before such meeting. The order of business of the
Annual Meeting shall be as follows:
1. Call to Order
2. Reading of the minutes
3. Report of the Treasurer
4. Reading of Communications
5. Reports of Committees
6. Unfinished Business
7. New Business
8. Elections of Officers and Directors
9. Assess the annual dues for the upcoming year
10. Good of the Order
11. Site of next meeting and/or training
12. Adjournment
If no Annual Meeting
is held in accordance with the foregoing provisions, a Special Meeting may be
held in lieu of the Annual Meeting, and
any action taken at that Special Meeting shall have the same effect as if it
had been taken at the Annual Meeting, and in such case all
references in these By-Laws to the Annual Meeting of the membership shall be
deemed to refer to such Special Meeting.
4.4 SPECIAL MEETINGS
Special Meetings of
the membership may be called by the President, Directors, or upon written
application of one (1) or more Members who
are entitled to vote. A Special Meeting shall be called by the President, or in
the case of the death, absence, incapacity or refusal of the President,
by any other Officer. Such notice shall state the date, time, location and
purpose of the meeting and given to each member a minimum of
seven (7) days prior to the Special Meeting.
4.5 NOTICE OF
MEETINGS
Each Member who is
entitled to vote, who by law, by the Articles of Organization or by these
By-Laws is entitled to such notice shall be given
at a minimum seven (7) days written notice of a meeting of the membership.
Written notice shall state the date, time, place, and purpose for
which the meeting is to be held.
Written notice shall
be made by leaving such notice at either: a) the Member’s residence, b) usual
place of business, c) electronic mail, d) or
by mailing it postage prepaid to the Members address as it appears in the
records of the Corporation.
Whenever any notice
is required to be given to a Member by law, by the Articles of Organization or
by these Bylaws, no such notice need be
given if a written waiver of notice, executed before or after the meeting by
the Member or his/her authorized attorney, is filed with the
records of the meeting.
4.6 QUORUM
Except as otherwise
provided by law, by the Articles of Organization, or by these By-Laws, at any
meeting of the membership, a majority of the
members present (or duly represented) shall constitute a quorum. A quorum shall
not be required to adjourn any meeting to such date or dates
not more than thirty (30) days after the first session of the meeting, and at
any adjourned meeting any business may be transacted which might
have been transacted at the meeting as originally called, provided a quorum
shall be in attendance at such adjourned meeting.
4.7 ACTION BY VOTE
Each Member shall
have one (1) vote. When a quorum is present at any meeting, a majority of the
votes properly cast by Members present in
person or lawfully represented shall decide any question, including elections
to any office, unless otherwise provided by law, by the Articles of
Organization, or by these By-Laws. No ballot shall be required for such
election or other matter unless requested by a Member present or
lawfully represented at the meeting and entitled to vote with respect to such
election or matter.
4.8
ACTION WITHOUT MEETING
Any action required
or permitted to be taken by law, by the Articles of Organization, or by these
By-Laws, may be taken without a meeting
if a majority of the Members entitled to vote on the matter consent to the
action in writing and the written consents are filed with the records
of the meetings of the Members. Such consent shall be treated for all purposes
as a vote at a meeting.
4.9 PROXIES
Members may vote
either in person, by consent (4.8), or by written proxy date not more than six
(6) months before the meeting named therein,
which proxies, before being voted, shall be filed with the Clerk or other
person responsible for recording the proceeding of the meeting. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holder thereof to vote at any adjournment of the meeting but the
proxy shall terminate after the adjournment of such meeting. A proxy purporting
to have been executed by or on behalf of a Member shall be
deemed valid unless challenged at or prior to its exercise and the burden of
providing any alleged invalidity shall rest with the person
challenging the proxy.
ARTICLE V OFFICERS
5.1 ENUMERATION
The Officers of the
Corporation shall consist of a President, Treasurer, Clerk and such other
officers with such other titles as the Board
of Directors may determine, who shall have such duties, powers, and functions
as herein provided or as the Directors shall determine.
5.2 ELECTION
Except as provided
in Section 5.7 of this Article, the President, Treasurer, and Clerk shall be
elected at the Corporation’s Annual Meeting by a
majority vote of the Membership and then annually at the Corporation’s Annual
Meeting for the upcoming fiscal year. Other Officers may be
chosen or appointed by the Board of Directors at any other meeting, but shall
only serve for the remainder of the fiscal year, subject to
election by the Membership at the Annual Meeting.
5.3 QUALIFICATION
All Officers of the
Corporation shall be Members of the Corporation. No person can hold more than
one (1) office. The Clerk shall be a
resident of the
process. If any officer is required to give bond for the faithful performance
of his/her duties to the Corporation, the premiums for such
bonds shall be paid by the Corporation.
5.4 TENURE
Except as otherwise
provided by law, by the Articles of Organization or by these Bylaws, the
President, Treasurer and Clerk shall hold office
after being duly elected and until their respective successors are chosen and
qualified, or until an earlier death, resignation or removal.
All other officers
shall hold office until the end of the fiscal year****, subject to re-election by
the membership at the Annual Meeting, or unless
a different term is specified in the vote choosing or appointing them, or until
an earlier death, resignation or removal. ****Amended 4/7/2011 - 4 (four) Year Term for all President, Treasurer, Clerk
5.5 RESIGNATION
Any Officer may
resign by delivering his written resignation to the Corporation at its
principal office or to the President, Treasurer, or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some
other event.
5.6 REMOVAL
Any Officer may be
removed at any time, with or without cause, by vote of a majority of the
membership at a Special Meeting called for
such purpose or at any Regular Meeting. An Officer may be removed for cause
only after reasonable notice and opportunity to be heard by
the membership prior to action thereon.
5.7 VACANCIES
The Board of
Directors, by a majority vote, may fill any vacancy occurring in any office for
any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Clerk. Each such successor shall hold
office for the unexpired term of his/her predecessor and until his/her
successor is chosen and qualified, or until he/she sooner dies, resigns
or is removed.
5.8 CHAIRMAN OF THE BOARD OF
DIRECTORS
The Board of
Directors may appoint a Chairman of the Board and may designate him/her as
Chief Executive Officer. If the Board of
Directors appoints a Chairman of the Board, he/she shall perform such duties
and possess such powers as are assigned to him by the
Board of Directors.
5.9 PRESIDENT
The President shall
have general charge and supervision of the business of the Corporation. Unless
otherwise provided, the President shall
preside at all meetings of the membership and at all meetings of the Board of
Directors. The President shall perform such other duties and
shall possess such other powers as the Board of Directors may from time to time
prescribe.
In the event of the
absence, inability or refusal to act of the President, the Treasurer shall
perform the duties and exercise the powers
of the President.
5.10 TREASURER
The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors
or the President. In addition, the Treasurer shall perform such duties and have
such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible for
all funds and securities of the Corporation, to deposit
funds of the Corporation in depositories selected in accordance with these
Bylaws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions
and of the financial condition of the Corporation.
In the event of the
absence, inability or refusal to act of the Treasurer, the Clerk shall perform
the duties and exercise the powers
of the Treasurer.
5.11 CLERK
The Clerk shall
perform such duties and shall have such powers as the Board of Directors or
President may from time to time prescribe
including without limitation the duty and power to give notices of all meetings
of the membership, special meetings, meetings of the
Board of Directors, to attend all meetings of the membership and the Board of
Directors and keep a record of the proceedings, to maintain
a ledger of the membership which lists the members and their addresses as
required, to be custodian of Corporation records and the
Corporation’s corporate seal and to affix and attest to the same on documents.
In the event of the
absence, inability or refusal to act of the Clerk, the President shall perform
the duties and exercise the powers
of the Clerk.
5.12 COMPENSATION
Officers may receive
reasonable compensation for services rendered to the Corporation by a majority
vote of the membership.
Officers shall be reimbursed for expenses incurred on behalf of the Corporation
or for expenses of attendance at meetings as the
Board of Directors may from time to time determine. ***Added 4/4/2007 Treasurer shall receive $800 per fiscal year for performance of their duties.
ARTICLE VI BOARD OF
DIRECTORS
6.1 DIRECTORS
The Board of
Directors shall consist of the following, subject to enlargement from time to
time, as determined
by the Board of Directors:
1. Former M.J.P.O.A.
Officer
2. Former M.J.P.O.A. Officer
3. Former M.J.P.O.A. Officer
6.2 POWERS
The business of the
Corporation shall be managed by the Board of Directors, who may exercise all
the powers of the Corporation except as
otherwise provided by law, by the Articles of Organization or by these Bylaws.
In the event of a vacancy on the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.
6.3 NUMBER
The Board of
Directors shall consist of the three (3) Directors as stated in paragraph 6.1
of these By-Laws, except that whenever there
shall be only two (2) members the number of Directors shall be not less than
two (2) and whenever there shall be only one (1) member,
there shall be at least one Director.
The number of
Directors may be decreased at any time and from time to time either by the
membership or by a majority of the Directors
then in office, but only to eliminate vacancies existing by reason of the
death, resignation, removal or expiration of the term of one or more
Directors. The Directors shall be elected at the Annual Meeting of the
membership by such Members as have the right to vote on such election.
6.4 ENLARGEMENT
The number of Directors may be increased at
any time and from time to time by the membership or by a majority of the
Directors then in office.
6.5 TENURE
Each Director shall
hold office until the next Annual Meeting of membership and until his/her
successor is elected and qualified, or until his/her
earlier death, resignation or removal.
6.6 VACANCIES
The Board of
Directors, by a majority vote, may fill any vacancy occurring in any office for
any reason and may, in its discretion, leave unfilled
for such period as it may determine any offices other than those of President,
Treasurer and Clerk. Each such successor shall hold office for the
unexpired term of his/her predecessor and until his/her successor is chosen and
qualified, or until he/she sooner dies, resigns or is removed.
6.7 RESIGNATION
Any Director may
resign by delivering his written resignation to the Corporation at its
principal office or to the President or Clerk. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
6.8 REMOVAL
Any Director may be
removed at any time, with or without cause, by vote of a majority of the
membership at a Special Meeting called for
such purpose or at any Regular Meeting. A Director may be removed for cause
only after reasonable notice and opportunity to be heard by
the membership prior to action thereon.
6.9 REGULAR MEETINGS
Regular Meetings of
the Directors may be held without call or notice at such places, within or
outside the
and at such times as the Directors may from time to time determine, provided
that any Director who is absent when such determination is
made shall be given notice of the determination. A Regular Meeting of the
Directors may be held without a call or notice immediately after
and at the same place as the Annual Meeting of the membership.
6.10 MEETING BY
TELEPHONE
Directors or members
of any committee designated by the Directors may participate in a meeting of
the Directors or such committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can
hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.
6.11 SPECIAL
MEETINGS
Special Meetings of the Directors may be
held at any time and place when called by two (2) or more Directors.
Notice of any
Special Meeting of the Directors shall be given to each Director by the Clerk
or by the Director calling the meeting. Notice
shall be duly given to each Director:
a. by notice given to such Director in
person or by telephone at least 48 hours in advance of the meeting;
b. by delivering
written notice by hand, to the Director’s last known business or home address
at least 48 hours in advance of the
meeting;
c. by sending
written notice to the Director’s electronic mail (e-mail) address at least 72
hours in advance of the meeting along with the
Director’s acknowledgement of the meeting; or
d. by mailing written notice to the
Director’s last known business or home address at least 72 hours in advance of
the meeting.
Notice need not be
given to any Director if a written waiver of notice, executed by him/her before
or after the meeting, is filed with the records
of the meeting, or to any Director who attends the meeting without protesting
prior to the meeting or at its commencement the lack of notice to
him/her. A notice or waiver of notice of a Directors’ Meeting need not specify
the purposes of the meeting. If notice is given in person or by telephone,
an affidavit of the Clerk or Director who gives such notice that the notice has
been duly given shall, in the absence of fraud, be conclusive evidence
that such notice was duly given.
6.12 QUORUM
Excepted as
otherwise required by law, by the Articles of Organization, or by these
By-Laws, at any meeting of the Board of Directors, a majority
of the Directors then in office shall constitute a quorum. Any meeting may be
adjourned by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
6.13 ACTION AT
MEETING
At any meeting of
the Board of Directors at which a quorum is present, the vote of a majority of
those present shall be sufficient to take any action,
unless a different vote is specified by law, by the Articles of Organization or
by these By-Laws.
6.14 ACTION BY
CONSENT
Any action required
or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the Directors consent
to the action in writing and the written consents are filed with the records of
the Directors’ Meetings. Such consent shall be treated for all purposes
as a vote at a meeting.
6.15 COMMITTEES
The Board of
Directors may, by vote of a majority of the Directors then in office, elect
from the membership an executive committee or other
committees, each committee to consist of one (1) or more Directors and which
committee(s) so elected shall have and may exercise such
powers to the extent permitted by law, the Articles of Organization, and these
By-Laws.
Except as the Board
of Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but unless
otherwise provided by the Directors or in such rules, its business shall be
conducted as nearly as possible in the same manner as is provided
by these By-Laws for the Directors. The Board of Directors shall have the power
at any time to fill vacancies in any such committee, to change
its membership or to discharge the committee.
6.16 COMPENSATION
Directors may
receive reasonable compensation for services rendered to the Corporation by a
majority vote of the membership. Directors
shall be reimbursed for expenses incurred on behalf of the Corporation or for
expenses of attendance at meetings as the Board of Directors
may from time to time determine.
6.17 ADJOURNMENTSAny meeting of
Directors may be adjourned to any other time and place as a majority of those
Directors present
at such meeting and voting shall determine. No notice of any adjourned meeting
shall be required if:
a. the time and place thereof are announced
at the meeting at which the adjournment is taken, and
b. the adjournment is for fewer than thirty
(30) days.
ARTICLE
7.1 EXECUTION OF
PAPERS
Except as provided
by law, or in the Articles of Organization, or as the Directors may generally,
or in particular cases authorize the execution
thereof in some other manner, all deeds, leases, transfers, contracts, bonds,
notes, releases, checks, drafts, and other documents or instruments
to be executed on behalf of the Corporation shall be signed by the Treasurer.
ARTICLE VIII
PERSONAL LIABILITY
8.1 PERSONAL
LIABILITY
It is intended that
the Members, Directors, and Officers of the Corporation shall not be personally
liable for any debt, liability, or obligation
of the Corporation and that all persons, corporations, or other entities
extending credit to, contracting with, or having any claim against,
the Corporation, may look only to the funds and property of the Corporation for
the payment of any such contract or claim, or for the payment
of any debt, judgment, or decree, or of any money that may otherwise become due
or payable to them from the Corporation. Nothing contained
in these By-Laws shall amend, alter, or impair any provisions contained in the
Articles of Organization relating to limitations of liability of
Directors or Officers of the Corporation or its Members.
ARTICLE IX
INDEMNIFICATION
9.1 INDEMNIFICATION
Except as otherwise
provided below, the Corporation shall, to the extent legally permissible, and
only to the extent that the status of the
Corporation as an organization exempt under Section 501 (c)(3) of the Internal
Revenue Code is not adversely affected thereby, indemnify
each person who is, or shall have been, a Director or Officer of the
Corporation, against all liabilities and expenses, including judgments, fines,
penalties, and reasonable attorney’s fee and all amounts paid, other than to
the Corporation, in compromise or settlement, imposed upon or
incurred by such person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, by
reason of his having been such a Director or Officer.
The Corporation
shall provide no indemnification with respect to any matter as to which such
Director or Officer shall be finally adjudicated in
any action, suit or proceeding not to have acted in good faith in the
reasonable belief that his/her action was in the best interests of the
Corporation.
The Corporation shall provide no indemnity with respect to any matter settled
or compromised, pursuant to a consent decree or otherwise,
unless such settlement or compromise shall have been approved as in the best
interest of the Corporation, after notice that indemnification is
involved, by:
a. a disinterested majority of the Board of
Directors, or
b. if there are no
disinterested Directors, by independent legal counsel representing the
Corporation and appointed by a majority
of the membership.
Indemnification may
preclude payment by the Corporation of expenses in defending a civil or
criminal action or proceeding in advance of
final disposition of such action or proceeding upon receipt of an undertaking
by such Director or Officer to repay such payment if it is
ultimately determined that such person is not entitled to indemnification under
Section 6 of Chapter 180 of the Massachusetts General
Laws or pursuant to the provisions of the preceding paragraph. Such an
undertaking may be accepted without reference to the financial
ability of such person to make repayment.
As used in the
ARTICLE, the terms “Director” and “Officer” include their respective heirs,
executors, administrators, and legal representatives,
and an “interested” Director or Officer is one against whom in such capacity the
proceeding in question or another proceeding on the same or
similar grounds is then pending.
The right to
indemnification provided in this ARTICLE shall not be exclusive of or affect
any other rights to which any Director or Officer may
be entitled under any agreement, statute or otherwise. The Corporation’s
obligation to provide indemnification under this ARTICLE shall be
offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the
Corporation or any other person.
ARTICLE X AMENDMENTS
10.1 AMENDMENTS
These By-Laws may be
amended or repealed upon a majority vote of the membership, provided the
substance of any such amendment is
stated in the notice of the meeting of the membership. If expressly authorized
by the Articles of Organization, then, subject to law, these
By-Laws, and the Articles of Organization, these By-Laws may also be made,
amended, or repealed, in whole or in part, by the Board of
Directors, except with respect to any provision thereof which by law, the
Articles of Organization, or these By-Laws require action by
the membership.
The substance of any
change to the By-Laws to be made by the Board of Directors shall be stated in
the notice of the meeting of the Directors
at which the same is to be considered. No later than the time of giving notice
of the meeting of the Members next following the making,
amending, or repealing by the Directors of any By-Laws, notice thereof stating
the substance of such change shall be given to all Members
entitled to vote on amending the By-Laws. Any By-Law adopted by the Directors
may be amended or repealed by the membership.
ARTICLE XI
PROVISIONS OF LAW
11.1 PROVISIONS OF
LAW
These By-Laws shall
be subject to such provisions of the statutory and common law of the
to corporations organized under Chapter 180 of the General Laws of the
shall be deemed to be references to the aforesaid provisions of law. All
references in these By-Laws to such provisions of law shall be construed
to refer to such provisions as from time to time amended.
ARTICLE XII ARTICLES
OF ORGANIZATION
12.1 ARTICLES OF
ORGANIZATION
All references in
these Bylaws to the Articles of Organization shall be deemed to refer to the
Articles of Organization of the Corporation,
as from time to time amended or restated.
ARTICLE XII
MISCELLANEOUS
13.1 TRANSACTION
WITH CORPORATION
No contract or
transaction between the corporation and one or more of its Directors, Officers,
or Members, or between the Corporation
and any other corporation, partnership, association, trust, or other
organization in which one or more of its Directors, Officers, or Members
are Directors, Officers, stockholders, trustees, Members, or have a financial
interest, shall be void or voidable solely for this reason, or solely
because the Director(s), Officers(s), or other Member(s) present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his/her votes
are counted for such purpose, if:
a. The material
facts as his/her relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative
vote of a majority of a disinterested Director(s), even though the
disinterested Director(s) be less than a quorum; or
b. The material
facts as his/her relationship or interest and as to the contract or transaction
are disclosed or are known to the members
entitled to vote thereon or the contract or transaction is specifically
approved in good faith by vote of the members; or
c. The contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, or a
committee thereof or the members.
13.2 RATIFICATION
Any transaction
questioned on the grounds of lack of authority, defective or irregular
execution, adverse interest of a Director, Officer,
or member, non-disclosure, miscomputation, or the application of improper
principles or practices of accounting, or on any other grounds,
may be ratified before or after judgment by the Board of Directors or by the
Members entitled to vote; and, if so ratified, shall have the same
force and effect as if the questioned transaction had been originally duly
authorized, and such ratification shall be binding upon the Corporation
and shall constitute a bar to any claim or execution of any judgment in respect
to such questioned transaction.
13.3 RELIANCE ON
RECORDS
In performing
his/her duties, a Director or Officer, of the Corporation shall be entitled to
rely on information, opinions, reports, or records,
including financial statements, books of accounts, and other financial records,
in each case presented by or prepared by or under supervision of:
1. One or more
Officers or Members of the Corporation whom the Director(s) or Officer(s),
reasonably believes to be reliable and competent
in the matters presented,
2. Counsel, public
accountants, or other persons as to matters which the Director(s) or Officer(s)
reasonably believes to be within such
person’s professional or expert competence, or
3. In the case of a
Director, a duly constituted committee of the Board of Directors upon which
he/she has not served, as to matters within
its delegated authority, which committee the Director(s) reasonably believes to
merit confidence, but he/she shall not be considered to be
acting in good faith if he/she has knowledge concerning the matter in question
that would cause such reliance to be unwarranted.
The fact that a
Director or Officer so performed his/her duties shall be a complete defense to
any claim asserted against him/her under any
provision of law or otherwise, except as expressly provided by statute, by
reason of his/her being or having been a Director or Officer of the
Corporation.
13.4 CORPORATE
RECORDS
The original,
restated, or attested copies of the Articles of Organization, these By-Laws,
and records of all meetings maintained by the
Clerk of the Corporation shall be kept in the
Clerk or resident agent of the Corporation.
13.5 EVIDENCE OF
AUTHORITY
A certificate by the
Clerk or Temporary Clerk, as to any action taken by the membership, Directors,
any committee or any Officer or
representative of the Corporation shall as to all persons who rely on the
certificate in good faith be conclusive evidence of such action.
13.6 SEVERABILITY
Any determination
that any provision of these By-Laws is for any reason inapplicable, illegal or
ineffective shall not affect or invalidate
any other provision of these By-Laws.
ARTICLE XIV
DISSOLUTION
14.1 DISSOLUTION
Upon the liquidation or dissolution of the
Corporation, after payment of all liabilities of the Corporation or due
provisions therefore, all of the assets of the Corporation shall be distributed
pursuant to Chapter 180, Section 11A of the Massachusetts General Laws, to one
or more organizations with similar purposes and exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code, as determined by the
Directors of the Corporation, and shall not inure to the benefit to any private
shareholder or individual (including, without limitation, any Individual,
Director or Officer of the Corporation).
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RESTATEMENT
OF ARTICLES OF ORGANIZATION
ATTACHMENT II to ARTICLES OF
ORGANIZATION of MASSACHUSETTS JUVENILE POLICE OFFICER’S ASSOCIATION, INC.
The purpose of the
corporation is:
To promote and
pursue training and education, independent research, studies, projects, and
programs in order to assist and improve police
officers, police departments, school departments, and youth-serving agencies,
in their operations, effectiveness, and understanding of juvenile
related issues, crimes, and offenses, whether initiated or conducted by the
Corporation, or otherwise.
To receive gifts, contributions and grants
of money or property (real or personal) from individuals, private
organizations, or governmental agencies, and to apply, pay over or disburse
those gifts, contributions and grants or their proceeds for the benefit of the
Corporation, with this objective to be furthered by funding, assisting or
undertaking programs and activities designed to strengthen the Corporation and
the common interests of our youth and public welfare.
To carry on any other activity in support of
and to benefit the above mentioned purposes as may be carried out on by an
organization described in Section 501(c)(3) of the Internal Revenue Code and by
a corporation organized under Chapter 180 of the Massachusetts General Laws.
To operate without pecuniary profit or
financial gain in fulfilling these purposes.
ATTACHMENT IV to ARTICLES OF
ORGANIZATION of MASSACHUSETTS JUVENILE POLICE OFFICER’S ASSOCIATION, INC.
Other lawful
purposes for the conduct and regulations of business and affairs of the
Massachusetts Juvenile Police Officer’s Association,
Inc., hereinafter “Corporation”, for its voluntary dissolution or for limiting,
defining, or regulating the powers of the Corporation, or of its
Directors are as follows:
A. POWERS
The Corporation
shall have and be authorized to exercise any and all powers now or hereafter
vested upon corporations created under
Chapter 180 of the Massachusetts General Laws. In addition, the Corporation
shall have and be authorized to exercise the following powers:
1. The Corporation
may solicit and receive contributions and grants from any and all sources and
may receive and hold, in trust or
otherwise funds received by gifts or bequest.
2. The Corporation
may make donations in such amounts as the Directors shall determine,
irrespective of corporate benefit, public welfare
or for community fund, charitable, educational or civic purposes.
3.
The Corporation may be a partner in any business enterprise which it would have
power to conduct itself.
4. The Corporation
may make contracts of guarantee and suretyship to the fullest extent as
permitted by Chapter 180 of the
Massachusetts General Laws.
5. The Corporation
may do business, carry on its operations, have offices and exercise the powers
granted by Chapter 180 of the
Massachusetts General Laws, in any jurisdiction within or without the
B. LIMITATION OF
POWER
The Corporation
shall not exercise any power granted in these Articles of Organization that are
inconsistent with Chapter 180 of the
Massachusetts General Laws, or any of the other General Laws of the
shall be entitled to exemption from taxes under Section 501(c)(3) of the
Internal Revenue Code. Accordingly, the Corporation shall not
exercise any such power in a manner inconsistent with, or would deprive it of,
its exemption from taxes thereunder.
No part of the
assets or net earnings, if any, of the Corporation shall inure to the benefit
of, or be distributed to, its Members, its Directors, its
Officers, or any private shareholder or individual, except that the Corporation
shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the exempt purposes set forth in Article II
of these Articles of Organization.
The Corporation
shall not directly or indirectly participate in, or intervene in (including the
publishing or distributing of statements)
any political campaign on behalf of or in oppositions to any candidate for
political office, and no substantial part of the activities of the
Corporation shall be carrying on of propaganda, or otherwise attempting to
influence legislation (except to the extent the
Corporation makes expenditures for purposes of influencing legislation in
conformity with the requirements of Section 501(h)
of the Internal Revenue Code.)
C. MEETINGS
Except as otherwise
provided by the By-Laws of the Corporation, meetings of the Members, Directors
and Officers may be held anywhere in
the
D. AMENDMENTS
Any amendment or
repeal of the By-Laws of the Corporation in whole or in part shall be made only
by a majority vote of the Members
present and voting at any meeting (Annual, Regular or Special) after due
notice.
E: USE
The Corporation
shall use and/or distribute all property from time to time held by the
Corporation solely in the furtherance of the
exempt purpose of the Corporation in such manner as the Board of Directors
shall determine.
F. DISSOLUTION
Upon the liquidation
or dissolution of the Corporation, after payment of all liabilities of the
Corporation or due provisions therefore,
all of the assets of the Corporation shall be distributed pursuant to Chapter
180, Section 11A of the Massachusetts General Laws,
to one or more organizations with similar purposes and exempt from federal
income tax under Section 501(c)(3) of the Internal Revenue
Code, as determined by the Directors of the Corporation, and shall not inure to
the benefit to any private shareholder or individual
(including, without limitation, any Individual, Director or Officer of the
Corporation).
G. PRIVATE
FOUNDATION RESTRICTIONS
In the event the
Corporation is a “private foundation” as defined in Section 509 of the Internal
Revenue Code, then notwithstanding
any other provisions in these Articles of Organization or the By-Laws of the
Corporation, the following shall apply:
a. The income of the
Corporation for each taxable year shall be distributed at such time and in such
manner as not to subject the
Corporation to the tax on undistributed income imposed by Section 4942 of the
Internal Revenue Code;
b. The Corporation shall not engage in any
act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
c. The Corporation shall not retain any
excess business holdings as defined in Section 4943 (c) of the Internal Revenue
Code;
d. The Corporation
shall not make any investments in such manner as to subject it to tax under Section
4944 of the Internal
Revenue Code; and
e. The Corporation shall not make any
taxable expenditures as defined in Section 4945(d) of the Internal Revenue
Code.
Without limiting the
generality of, and notwithstanding the foregoing provisions of this Section G,
during such periods as the
Corporation shall constitute and an operating foundation within the meaning of
Section 4942(j) of the Internal Revenue Code,
the Corporation shall not be required to distribute income pursuant to Section
4942 of Internal Revenue Code.
H. INDEMNIFICATION
Except as otherwise
provided below, the Corporation shall, to the extent legally permissible, and
only to the extent that the status of
the Corporation as an organization exempt under Section 501 (c)(3) of the
Internal Revenue Code is not adversely affected thereby,
indemnify each person who is, or shall have been, a Director or Officer of the
Corporation, against all liabilities and expenses,
including judgments, fines, penalties, and reasonable attorney’s fee and all
amounts paid, other than to the Corporation, in
compromise or settlement, imposed upon or incurred by such person in connection
with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, by reason of his having
been such a Director or Officer.
The Corporation
shall provide no indemnification with respect to any matter as to which such
Director or Officer shall be finally
adjudicated in any action, suit or proceeding not to have acted in good faith
in the reasonable belief that his/her action was in the
best interests of the Corporation. The Corporation shall provide no indemnity
with respect to any matter settled or compromised,
pursuant to a consent decree or otherwise, unless such settlement or compromise
shall have been approved as in the best interest
of the Corporation, after notice that indemnification is involved, by:
a. a disinterested majority of the Board of
Directors, or
b. if there are no
disinterested Directors, by independent legal counsel representing the Corporation
and appointed by a majority
of the membership.
Indemnification may
preclude payment by the Corporation of expenses in defending a civil or
criminal action or proceeding in advance
of final disposition of such action or proceeding upon receipt of an
undertaking by such Director or Officer to repay such payment if it is
ultimately determined that such person is not entitled to indemnification under
Section 6 of Chapter 180 of the Massachusetts General
Laws or pursuant to the provisions of the preceding paragraph. Such an
undertaking may be accepted without reference to the financial
ability of such person to make repayment.
As used in this
Section H, the terms “Director” and “Officer” include their respective heirs,
executors, administrators, and legal
representatives, and an “interested” Director or Officer is one against whom in
such capacity the proceeding in question or another proceeding
on the same or similar grounds is then pending.
The right to
indemnification provided in this Section H, shall not be exclusive of or affect
any other rights to which any Directoror Officer may
be entitled under any agreement, statute or otherwise. The Corporation’s
obligation to provide indemnification under this Section H shall be
offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the
Corporation or any other person.
No contract or
transaction between the corporation and one or more of its Directors, Officers,
or Members, or between the Corporation and
any other corporation, partnership, association, trust, or other organization
in which one or more of its Directors, Officers, or members are
Directors, Officers, stockholders, trustees, members, or have a financial
interest, shall be void or voidable solely for this reason, or solely
because the Director(s), Officers(s), or other Member present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his/her votes
are counted for such purpose, if:
1. The material
facts as his/her relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative
vote of a majority of a disinterested Director(s), even though the
disinterested Director(s) be less than a quorum; or
2. The material
facts as his/her relationship or interest and as to the contract or transaction
are disclosed or are known to the Members
entitled to vote thereon or the contract or transaction is specifically
approved in good faith by vote of the members; or
3. The contract or transaction
is fair as to the Corporation as of the time it is authorized, approved or
ratified by the Board of Directors,
or a committee thereof.
J. NO PERSONAL
LIABILITY
No officer or
director shall be personally liable to the Corporation or its Members for
monetary damages for breach of fiduciary duty
as an Officer or Director notwithstanding any provision of law imposing such
liability; provided however, that this provision shall
not eliminate or limit the liability of an Officer or Director:
1. For any breach of the Officer’s or
Director’s duty of loyalty to the Corporation or its Members;
2. For acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; or
3. For any transaction from which the
Officers or Director derived an improper personal benefit.
NOTE:
No amendment or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any officer or director
for or with respect to any acts or omissions of such Officer or Director
occurring prior to such amendment or repeal.
K. SUCCESSOR
PROVISIONS
All references in this Article of
Organization shall be deemed to refer to similar or successor provisions
hereafter adopted:
a. to the Internal
Revenue Service, or any section or other provision thereof, shall be deemed
referred to the Internal Revenue
Code of 1986 as now in force or hereafter amended;
b. to the General
Laws of the Commonwealth of Massachusetts, or any chapter, section or other
provision as now in force or hereafter
amended; and
c. to particular
provisions of the Internal Revenue Code or such General Laws of the
deemed to refer to similar or successor provisions hereafter adopted.
L. Expense Reimbursement for Massachusetts Juvenile Police Officers Association Policy (Adopt. 12/18/2019)
Employee business expense reimbursements
A reimbursement or allowance arrangement is a system by which you pay the advances, reimbursements, and charges for your employees' business expenses. How you report a reimbursement or allowance amount depends on whether you have an accountable or a nonaccountable plan. If a single payment includes both wages and an expense reimbursement, you must specify the amount of the reimbursement.
These rules apply to all ordinary and necessary employee business expenses that would otherwise qualify for a deduction by the employee.
Accountable plan - To be an accountable plan, your reimbursement or allowance arrangement must require your employees to meet all three of the following rules:
1. They must have paid or incurred deductible expenses while performing services as your employees. The re-imbursement or advance must be payment for the expenses and must not be an amount that would have otherwise been paid to the employee as wages.
2. They must substantiate these expenses to you within a reasonable period of time.
3. They must return any amounts in excess of substantiated expenses within a reasonable period of time.
Amounts paid under an accountable plan aren't wages and aren’t subject to income, social security, Medicare, and FUTA taxes.
Nonaccountable Plan
Payments to your employee for travel and other necessary expenses of your business under a nonaccountable plan are wages and are treated as supplemental wages and subject to income, social security, Medicare, and FUTA taxes. Your payments are treated as paid under a nonaccountable plan if.
• Your employee isn't required to or doesn't substantiate timely those expense you with receipts or other documentation,
• You advance an amount to your employee for business expenses and your employee isn't required to or doesn't return timely any amount he or she doesn't use for business expenses,
• You advance or pay an amount to your employee regardless of whether you reasonably expect the employee to have business expenses related to your business, or
• You pay an amount as a reimbursement you would have otherwise paid as wages.
Per diem or other fixed allowance
You may reimburse your employees by travel days, miles, or some other fixed allowance under the applicable revenue procedure. In these cases, your employee is considered to have accounted to you if your reimbursement doesn't exceed rates established by the Federal Government. The 2016 standard mileage rate for auto expenses was 54 cents per mile. The rate for 2017 is 53.5 cents per mile.
The government per diem rates for meals and lodging in the continental United States can be found by visiting the U.S. General Services Administration website at GSA.gov and entering "per diem rates" in the search box. Other than the amount of these expenses, your employees’ business expenses must be substantiated (for example, the business purpose of travel or the number of business miles driven) for information on substations methods, see IRS pub. 463.
If the per diem or allowance paid exceeds the amounts substantiated, you must report the excess amount as wages. This excess amount is subject to income tax with-holding and payments of social security, Medicare, and FUTA taxes. Show the amount equal to the substantiated amount.