Article I – Name and Location
The name of the corporation is: Owensboro Police Department Crimestoppers, Inc., hereinafter referred to as “Crimestoppers”. The principal office address of the corporation shall be 222 E. 9th St., Owensboro, Kentucky, 42303. The corporation may have offices in places of business at such other places as may from time to time be deemed necessary by the Directors.
Crimestoppers shall have no members.
Section 1 – Composition: The number of Directors comprising the initial Board of Directors shall not be less than eight (8) nor more than twenty (20). The number of Directors comprising the Board may be changed from time to time by amendment of these By-Laws within the limits fixed by the Articles of Incorporation. No member shall receive any compensation for serving on the Board.
Section 2 – Term of Office: A term of office shall begin at the close of the annual meeting. Of the original Directors, seven (7) shall be elected for a three (3) year term; seven (7) shall be elected for a term of two (2) years and seven (7) shall be elected for a term of one (1) year. Thereafter, the term of office shall be for a period of not more than three (3) years. Directors shall not be permitted to serve more than two (2) consecutive three (3) year terms, unless specifically authorized by the Board.
Section 3 – Removal: Any director may be removed with or without cause by two-thirds (2/3) vote by ballot, at a regular or special meeting of the Board, provided that notice of the intent to call for such a vote, naming the Director, is given at least twenty-four (24) hours prior to the meeting.
A director shall be automatically dismissed from the Board upon missing, without excuse by the Chairman, three (3) consecutive regular meetings, or five (5) regular meetings in any fiscal year. It shall be the duty of the absent Director to notify the Chairman in writing of the reason for the director’s absence prior to, or within thirty (30) days after, the missed meeting. It shall then be within the discretion of the Chairman as to whether to excuse the absence. A Director so dismissed may file a petition for reinstatement, stating the reason for the absence; provided said petition is received by the Board within twenty (20) days of the date the Director is notified of his dismissal. Said notification shall mean physical delivery of a written statement or a signed receipt of a registered or certified letter. A Director so dismissed shall be reinstated upon a two-thirds (2/3) ballot vote by the Board in favor of reinstatement.
Section 4 – Enumerated Powers: In managing the affairs of Crimestoppers, the board shall specifically have, but not limited to, the power to:
- Adopt standing rules.
- Employ individuals.
- Procure and maintain liability insurance to protect its directors and Officers in the performance of their duties, and hazard insurance to protect Crimestopper property.
- Procure and maintain bonds for persons having custody of funds.
- Authorize disbursement of funds.
Article IV – Meetings of Directors
Section 1 – Regular Meetings: The Board of Directors shall hold no less than nine (9) regular meetings, including the annual election meeting in December of each fiscal year. Regular meetings will be held on a monthly basis on a date and time at the discretion of the Chairman of the Board. The date, time and location of the regular meetings can be changed by the Chairman of the Board by twenty-four (24) hours advance notice.
Section 2 – Special Meetings: Special meetings of the Board of Directors may be called by the Chairman and/or his designee with at least twenty-four (24) hours notice, or by any for (4) Board members shall include a statement of the purpose of the meeting as well as the date, time and location of the special meeting.
Section 3 – Quorum: A quorum shall be a majority of the number of members of the Board of Directors then fixed by these By-Laws, excluding vacancies. However, a quorum shall in no event be fewer than five (5) members of the Board of Directors.
Aritcle V – Officers and Duties
Section 1 – Officers: The officers of Crimestoppers, who shall be Directors, shall be a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer, and such other officers as the Board may elect from time to time to carry out the affairs of Crimestoppers.
Section 2 – Term: A term of office shall be for one year and shall begin at the close of the annual election meeting. An officer may be permitted to serve for not more than two (2) consecutive terms in the same office.
Section 3 – Vacancies: A vacancy shall be filled by vote of the Board from a slate presented by the Nominating Committee. The individual elected shall serve for the remainder of the term of the member he or she replaces and the replacement time shall not count as a term. No name shall be placed in nomination without the consent of the nominee.
Section 4 – Duties and Powers: The officer shall perform the duties and exercise the powers prescribed by the Articles of Incorporation, these By-Laws, the parliamentary authority adopted herein and those assigned by the Board or which normally pertain to the office. These duties and powers shall include, but not be limited to, the following:
- The Chairman shall:
- Be the principal officer of Crimestoppers.
- Preside at all meetings of the Board of Directors and the Executive Committee.
- 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.
- Be an ex-officio member of every committee except the Nominating Committee.
- The Vice Chairman shall:
- Assume such duties as may be assigned by the Chairman, the Board of Directors or the Executive Committee.
- In the absence of the Chairman, preside at all Board of directors and Executive committee meetings.
- In the absence of the Chairman, create special committees and appoint chairmen and members thereof as the need arises, fill vacancies on standing committees except for the Nominating Committee.
- The Secretary shall:
- Record the proceedings of all meetings of Board of Directors and Executive Committee.
- Provide each member of the Board with a copy of the Minutes of each Board of Directors meeting.
- Assume such duties as may be assigned by the Chairman, the Board of Directors, or the Executive Committee.
- The Treasurer shall:
- Be custodian of all funds.
- Make financial report at each meeting of the Board of directors.
- Disburse reward money as authorized by the Board of Directors.
Article VI – Committees
Section 1 – Standing Committees: There shall be standing committees to deal with the following subjects:
- Fund Raising
And additional ones may be created by amendment to these By-Laws. The Chairmen shall be members of the Board of Directors, but additional members need not be.
Section 2 – Special Committees: Special committees may be created by the Chairman of the Board of Directors. The Chairmen shall be members of the Board, but additional members need not be.
Section 3 – Executive Committee: There shall be an Executive committee composed of the four (4) officers and the Chairman of each of the standing committees. The Executive committee, in an emergency, shall have all the powers of the Board between meetings. Meetings may be called by the Chairman or by any two (2) members of the Committee and four (4) members shall constitute a quorum.
Section 4 – Nominating Committee:
- Membership: A Nominating Committee of three (3) members of the Board shall be appointed by the Chairman immediately upon adoption of these By-Laws and thereafter at the first regular meeting following the annual meeting in January. A plurality vote shall elect and the member receiving the highest number of votes shall serve as Chairman.
- Duties: The Nominating Committee shall continually screen and consider qualifications of potential candidates for members of the Board and Officers of Crimestoppers. They shall, from time to time throughout the year, submit to the members of the Board, for their comment, the names of persons recommended for membership. The Committee shall carry out the responsibilities assigned to it under Article VII, Nominations and Elections. To assure proper screening and consideration of the candidates for the Board, members of the Board should make recommendations to the Nominating committee at least thirty (30) days prior to the election.
Article VII – Nominations and Elections
Section 1 – Nomination: The Nominating Committee, after obtaining the consent of each candidate, shall distribute to each Board member, at least fourteen (14) days prior to the annual election meeting or any meeting at which an officer or 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.
- At least one candidate for each of the Board positions to be filled, setting forth the terms of each, where appropriate.
Section 2 – Additional Nominations for Officers: Additional nominations for any officers position to be filled after obtaining the consent of the nominee, may be made by petition signed by two (2) members of the Board and delivered to the Chairman of the Nominating Committee at least one (1) week prior to the election. No member may sign a petition for more than one candidate for the same office.
Section 3 – Election: The ballot submitted to the Board by the Nominating Committee shall include all the nominees selected under Sections 1 and 2 hereof and a plurality vote shall elect. A Board member may deliver an absentee ballot to the secretary prior to the time the vote is taken.
Section 4 – Vacancies: If vacancies occur, they shall be filled in accordance with the promptly notify candidates of the outcome of the election.
Section 5 – Notification: The Nominating Committee shall promptly notify candidates of the outcome of the election.
Article VIII – Contributions and Depositories
Section 1 – Contributions: Any contributions, bequests or gifts made to Crimestoppers shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors.
Section 2 – Depositories: The Board of Directors shall determine what depositories shall be used by Crimestoppers as long as such depositories are located within the State, are authorized to transact business by the State of Kentucky and are federally insured. All checks and orders for the payment of money from said depositories shall bear the signature of the Chairman, or the Chairman’s nominee.
All contracts and evidence of debt may be executed only as directed by the Board of Directors. The Chairman or the Chairman’s nominee shall execute, in the name of Crimestoppers, all contracts or other instruments so authorized by the Board of Directors. Said contracts or other instruments shall be counter-signed by either the Vice-Chairman, Secretary, or Treasurer.
Crimestoppers shall operate on a fiscal year beginning January 1st.
Robert’s Rules of Order, newly revised, shall be the parliamentary authority for all matters of procedures not specifically covered by the Articles of Incorporation, these By-Laws, or by special rules of procedure adopted by the Board of Directors.
Article XII – Amendments
These By-Laws can be amended by a two-thirds (2/3) vote of the Board of Directors at any regular meeting provided that the amendment has been submitted to the Board in writing at the previous regular meeting.