Copyright © 2012 by "HSPIG"
All Rights reserved
Los Angeles, March 18, 2003
BYLAWS FOR HSPIG AS ADOPTED
ARTICLE I - NAME
1.01 The name of the organization is Homeland Security Policy Institute Group, Inc. doing business as HSPIG.
1.02 The term "Board of Directors" shall refer to the Corporation throughout these By-laws.
1.03 The term "HSPIG" shall refer to the Corporations legal name throughout these By-laws.
ARTICLE II - PURPOSE
2.01 The purpose of HSPIG, shall include but not be limited to the following:
• 1. PARTICIPATE IN DECISION-MAKING. To be the means through which member agencies can cooperate to provide effective input and evaluation into the decision-making process of local government officials and regional screening bodies on matters and concerns related to homeland security.
• 2. PROVIDE PEER SUPPORT AND COUNSEL. To function as an available resource providing voluntary peer evaluation, support, counsel, and staff training and development opportunities to member agencies seeking assistance in developing, modifying, and/or providing these homeland security education.
• 3. PLAN AND COORDINATE SERVICES. To be a working association through which member agencies (and through affiliation agreements with other such bodies in the region) can participate in cooperative efforts to better plan and coordinate services.
• 4. ADVOCATE AND PROMOTE. To act as an area voice and advocate for homeland security concerns and agencies and to inform and act to as a catalyst for public and private support on behalf of these concerns.
• 5. SCOPE OF CORPORATE PURPOSES. To do all things and perform all acts legally allowed and available to a corporation formed under the Nonprofit Corporation Act of California Code.
ARTICLE III - OFFICES
3.01 The principal office of the Board of Directors in the State of Texas shall be located in the City of Bertram, County of Burnet.
3.02 The Board of Directors shall have and continuously maintain in the State of California a registered office, and a registered agent whose office is identical with such registered office, as required by the California Nonprofit Corporation Act. The registered office or the registered agent at such registered office, or both, may be changed from time to time by the Board of Directors by compliance with the applicable provisions of the California Nonprofit Corporation Act.
ARTICLE IV - GEOGRAPHIC AREA
4.01 This Board of Directors shall carry out its purpose within those areas served by HSPIG members or via electronic means.
ARTICLE V - MEMBERS
5.01 With the intent of establishing full opportunity for representation of homeland security agencies, the private sector and government throughout the region, membership shall be based upon application to and acceptance by the Board of Directors and payment of annual dues by December 31 each year. New enrollment is accepted at any time.
5.02 Active membership is designated and defined as follows: Organizations providing homeland security education and the private sector interested in the goals and purposes of the Board of Directors who:
• 1. Shall have paid the current membership dues.
• 2. Shall be encouraged to serve on at least one committee.
• 3. Shall attend Board of Directors meetings.
5.03 The designated voter and alternate of active member organizations shall be identified by the membership organization and presented in writing to HSPIG.
5.04 Each active member organization has one vote within the quorum upon receipt of dues, which are due within sixty (60) days of notice.
5.05 The effectiveness of the Board of Directors depends upon member organizations' representatives to:
• A. Attend meetings as scheduled.
• B. Serve on committees.
• C. Take leadership in identifying and advocating for homeland security needs.
• D. Share information
• E. Furnish pertinent information for study and planning as requested.
• F. Alert Board of Directors of planned program and service growth or retrenchment of their organization.
ARTICLE VI - MEETINGS OF MEMBERS
6.01 The homeland security's Board of Directors, shall have an annual meeting to be held at a time and place designated by the Board of Directors.
6.02 The homeland security's Board of Directors, shall have regular meetings as designated by the Board of Directors.
6.03 Special meetings of the members, for any purpose or purposes, to be held at a time and place designated by the President. Unauthorized meetings by members may be cause for removal of membership from HSPIG.
6.04 Printed or electronic notice stating the place, day and hour of the meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided to each designated voter.
6.05 A quorum of the Board of Directors shall be one third (1/3) of the member agencies or by the managing/founding directors votes(2). Any issue requiring a vote shall pass with a simple majority of the defined quorum, and both votes of the managing/founding directors.
6.06 In the absence of a designated voter and alternate the member organization may authorize a vote by proxy, with exception of managing/founding directors. The Secretary shall have proxy power when written authorization has been given by a member agency to vote on identified agenda issues.
6.07 Meetings of the Board of Directors shall be presided over by the President or in the President's absence by the Vice-President, or in the Vice-President's absence by a Board of Directors member designated by the President.
6.08 All meetings of HSPIG, shall be open to trusted agents of HSPIG.
6.09 All meetings of HSPIG, shall be conducted by Robert's Rule of Order, Revised.
ARTICLE VII - BOARD OF DIRECTORS
7.01 The Board of Directors is responsible for maintaining overall direction of HSPIG, through review and cooperation of Committee efforts. The Board of Directors shall formulate and recommend the adoption goals, dues and when necessary, budgets and special assessments.
7.02 The Board of Directors may consist of (2) managing/founding directors, the President, Vice-President, Secretary, Treasurer, Security Board of Directors members and up to eight (12) members at large.
7.03 By the January Board of Directors Meeting, the President shall appoint members-at-large for the Board of Directors. Selected board members shall be approved by vote of those present at the General Board of Directors Meeting. Vacancies may also be filled by the managing/founding directors when applicable. Until which time HSPIG is fully staffed this section may be waived for the sake of effectiveness.
7.04 Board of Directors shall have scheduled meetings at a time and place designated by the President.
7.05 Special meetings of the Board of Directors shall be called by or at the request of the President .
7.06 Printed or electronic notice stating the place, day and hour of the meeting of the Board of Directors and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided to each Board member or posted on the HSPIG web site for viewing.
7.07 When a request for decision can not wait until a regularly scheduled Board or General Meeting, and time does not allow providing a written or electronic notice for a Special Meeting, individual contact with all Board Members can be made as a final alternative or with the (2) managing/founding directors.
7.09 In his/her absence a Board Member may verbally authorize another Board Member a vote by proxy on identified agenda issues, unless this is a managing/founding director.
7.10 Any vacancy/change in the membership of the Board of Directors may be filled in the same manner as originally appointed.
7.11 A Board Member may serve up to four(4) consecutive one(1) year terms, including time as an officer, but not the same officer. A past Board Member must have at least one(1) full year off the Board before returning to active Board membership. managing/founding Directors are lifetime appointments, and are membership fee (Free).
7.12 Corporate members may renew membership on a yearly basis under the membership guidelines. Corporate members may also be entitled to membership on the board of directors, or as security Board of Directors members but not limited to these areas.
7.13 Board members responsibilities:
ARTICLE VIII - OFFICERS
8.01 The officers of the Board of Directors shall be a President, a Vice-President, a Secretary, a Treasurer and (2) managing/founding Directors.
8.02 Each officer's organization shall be a member in good standing.
8.03 The Nominating Committee will present a slate of candidates for each office (with exception of managing/founding directors) at the 3rd Quarter meeting of the HSPIG for December voting. Each officer shall be elected by ballot or by other methods of voting.
8.04 Every officer (with exception of managing/founding directors) shall hold office beginning January following the election of officers until the next January meeting or until a successor shall have been qualified and elected. Officers may serve a maximum of 3 consecutive full terms for any one specific office up to the limits of serving on the Board as determined in Article 7.11.
8.05 A vacancy in any office (with exception of managing/founding directors) because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term, or appointed by the managing/founding directors.
8.06 Any Officer (with exception of managing/founding directors) may be removed by a vote of two-thirds (2/3) of all the members of the Board of Directors whenever in its judgment the best interest of the Board of Directors would be served, but such removal shall be without prejudice, or by removal by (2) managing/founding directors.
ARTICLE IX - DUTIES OF THE OFFICER
9.00 The managing/founding Directors shall:
• A. Manage the organization, giving direction and be responsible for making key decisions with the assistance of the board of directors.
• B. Reside on the board of directors and vote accordingly, have veto authority in all matters. C. Review all decisions by the board of directors and the general membership.
• D. Be able to accept fees for services rendered on behalf of HSPIG.
9.01 The President of the Board of Directors shall:
• A. Be the presiding officer of the Board of Directors.
• B. Appoint Board of Directors from the membership at large.
• C. Appoint Standing Committee Conveners.
• D. Appoint all Ad-Hoc Committee Conveners.
• E. Appoint a Chairperson from no less than three members selected by the Board of Directors at the September Board of Directors Meeting to serve on the Nominating Committee.
• F. Appoint in November an Ad-Hoc Financial Review Committee to report the Board of Director's financial activities for the calendar year, at the January Board of Directors meeting.
G. Appoint all Task Force Committee Conveners as necessary.
• H. Perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Be able to accept fees for services while in office for services rendered.
9.02 The Vice-President of the Board of Directors shall:
• A. Perform the duties of the President in the absence of the President, and perform such other duties as may be assigned by the Board of Directors.
• B. Present and disseminate an Annual Board of Directors Report based upon quarterly reports and/or minutes of meetings received from Committees at the General Board of Directors meeting of HSPIG. Be able to accept fees for services while in office for services rendered.
• C. Chair the Recognition Committee and select the Committee members.
• D. Provide orientation to Committee Chairpersons as assigned.
9.03 The Secretary of the Board of Directors shall:
• A. Be the designated registered agent of the corporation.
• B. Complete and file Statement of Change form's with the Secretary of State upon change of registered office and/or registered agent.
• C. Take the minutes of the Meetings of the Board of Directors and the Board of Directors of HSPIG. Maintain the Board of Directors minute book and see that electronic or written copies of minutes are distributed to designated voter of each member organization.
• D. See that all notices are duly given to appropriate designated voters.
• E. Keep a register of the names and mailing addresses of each member organization's designated voter and alternate.
• F. Keep on file at all times a complete copy of the Articles of Incorporation, By-laws and all other legal documents of the Board of Directors containing all amendments in order that such a copy shall always be open for the inspection of any member. The designated repository for the Board of Directors documents is the Corporate offices of HSPIG, and the materials are available for viewing by members of the Board of Directors during the designated hours of business.
• G. Perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
• H. See that all correspondence is handled and that the Board of Directors is aware of the correspondence on a regular basis.
• I. Compete and file an Annual Report with the Secretary of State.
• J. Request, when appropriate, a temporary clerical support person be hired to supplement the work of the Secretary in the typing, duplication, distributing of the minutes, agendas and any other approved secretarial services.
• K. Be able to accept fees for services while in office for services rendered.
9.04 The Treasurer of the Board of Directors shall:
• A. Keep a record of dues charged and paid.
• B. Keep correct and complete books, records of account, and compile and present at the Board of Directors written monthly reports which shall be filed with the Secretary. All books and records of the Board of Directors may be inspected by any member.
• C. Mail membership dues notices to current member organizations and others as requested. Perform all duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
• D. Maintain a current signature card at the designated bank of the Board of Directors, and include at least the Treasurer and current President.
• E. Perform all duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
• F. Be able to accept fees for services while in office for services rendered.
9.05 The Security Board of Directors members shall:
• A. Perform all duties incidental to the office of Security Board of Directors members and such other duties as from time to time may be assigned by the Board of Directors.
• B. Act as the "Trusted Agent" between law enforcement agencies and HSPIG.
• C. Be able to accept fees for services while in office for services rendered.
• D. Give direction to committees and sub-committees relevant to but not limited to law enforcement concerns and issues.
ARTICLE X - COMMITTEES
10.01 Committees of HSPIG, shall be Standing, Ad-Hoc, and Task Force, and each shall be established with purpose and task by the Board of Directors upon recommendation of the Board of Directors.
• A. Standing Committees shall be broad-based, long-term, and address internal affairs of HSPIG.
• B Ad-Hoc Committees shall be short-term, but not limited to one-issue oriented and address the internal affairs of the Board of Directors.
• C. Task Force Committees shall address but not be limited to identified issues oriented concerns of HSPIG. These Task Force Committees remain in existence until their work is completed or the Board of Directors determines the issue can be better resolved in a different manner.
10.02 Committees and their purpose/task shall be reviewed annually by the Board of Directors with recommendations of changes to the managing/founding Directors for approval.
10.03 Any vacancy/change in the membership of any committee may be filled in the same manner as originally made.
ARTICLE XI - CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS
11.01 The Board of Directors by resolution may authorize any officer or officers, agent or agents of the Board of Directors, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Board of Directors and such authority may be general or confined to specific instances (with written approval from the managing/founding directors).
11.02 No loans shall be contracted on behalf of the Board of Directors and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors (with exception of managing/founding directors). Such authority may be general or confined to specific instances.
11.03 All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Board of Directors shall be signed by such officer or officers, agent or agents of the Board of Directors and in such manner as shall from time to time be determined by resolution of the Board of Directors.
11.04 All funds of the Board of Directors shall be deposited from time to time to the credit of the Board of Directors in such banks or other depositories as the Board of Directors may select.
11.05 The Board of Directors may accept but not limited to on behalf of the Board of Directors any contribution, gift, bequest or devise consistent with the objectives of the Board of Directors.
11.06 Funds of HSPIG, shall be used for activities directly sponsored by the Board of Directors.
ARTICLE XII - FISCAL YEAR
12.01 The fiscal year of the Board of Directors shall begin on January 1st of each year and shall end on December 31st.
ARTICLE XIII - WAIVER OF NOTICE
13.01 Whenever any notice is required to be given under the provisions of the California Nonprofit Corporation Act of these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV - PROPERTY OF THE INCORPORATORS
14.01 The private property of the Incorporators, managing/founding Directors, Directors, Security Board of Directors, Officers of the Corporation, designated voter/alternates, and committee members shall not be subject to the debts or obligations of the Corporation to any extent whatsoever.
ARTICLE XV - INDEMNIFICATION OF DIRECTORS, OFFICERS AND COMMITTEE MEMBERS
15.01 The Board of Directors shall indemnify any person who is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was a director, officer, or agent of the Board of Directors, or is or was serving at the request of the Board of Directors as director, managing/founding Director, Security Board of Directors, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Board of Directors, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The Board of Directors may elect to participate directly on behalf of such person in such claim, action, suit or proceeding. The termination of any such claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Board of Directors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.
15.02 In the event that the threatened, pending or completed claim, action, suit or proceeding to which Section 15.01 of these By-laws is applicable is by or in the right of the Board of Directors to procure a judgment in favor of the Board of Directors, then, not with-standing the provisions of Section 15.01 of these By-laws and in addition to the requirement of Section 15.04 of these By-laws. No indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Board of Directors unless and only to the extent: (i) that the court in which such action or suite was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper; or (ii) that the members of the Board of Directors, by a majority vote of the members of the Board of Directors entitled to vote, whether or not such members were parties to such proceedings and whether or not such members were or are disinterested, may determine.
15.03 If a person has been successful on the merits or otherwise in the defense of any claim, action, suite or proceeding to which Section 15.01 or 15.02 of these By-laws are applicable, or in defense of any claim, issue or matter therein, or in seeking indemnification in accordance with this Article, such person shall be indemnified by the Board of Directors against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. In the event that such person is successful as to some but not all claims, issues or matters, or in the event that the applicable standards as set forth in Sections 15.01 or 15.02 of these By-laws are met as to some claims, issues or matters but not as to others, such person shall be indemnified against all expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the claim, action, suit or proceeding as to which such person was successful. Nothing contained in this Section shall limit the ability of the Board of Directors to indemnify such person as provided elsewhere in this Article.
15.04 Any indemnification under Sections 15.01, 15.02 or 15.03 of these By-laws (unless ordered by a court) or any election to participate in a claim, action, suit, or proceeding, shall be made by the Board of Directors only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the applicable standards set forth in Sections 15.01 or 15.02 of these By-laws have been met, or the person to be indemnified has been successful on the merits or otherwise as set forth in Section 15.03 of these By-laws. Such determination shall be made (i) by the Board of Directors or the managing/founding Directors of the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such claim, action, suit or proceeding; or (ii) if such a quorum is not obtainable, or even if such a quorum is obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by a majority vote of a quorum of the members of the Board of Directors entitled to vote, whether or not such members are or were parties to the claim, action, suit or proceeding and whether or not such members are or were disinterested.
15.05 Expenses (including attorneys' fees) incurred in defending a civil or criminal claim, action, suit or proceeding may be paid by the Board of Directors in advance of the final disposition of such claim, action, suit or proceeding and as such expenses accrue, as authorized in the manner provided in Section 15.04 of these By-laws upon receipt of an undertaking by or on behalf of the person seeking indemnity to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Board of Directors as authorized in this Article.
15.06 The indemnification provided by this Article shall be in addition to and shall not be deemed exclusive of any other rights to which a person may be entitled under any statue, agreement, vote of members or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
15.07 This Article shall be applicable to all claims, actions, suits or proceedings commenced after the date hereof, whether arising from acts or omissions occurring before or after the adoption hereof. Each person who is now serving or who shall hereafter serve as a director, officer, managing/founding director, or agent of the Board of Directors, or, at the request of the Board of Directors, as a director, employee, or trustee of another corporation, partnership, joint venture, trust or other enterprise, shall be deemed to be doing so in reliance upon the rights of indemnification provided for in this Article, and such rights of indemnification shall continue as to a person who has ceased to be a director, employee, agent or trustee, and shall inure to the benefit of the heirs, executors and administrators of such a person.
15.08 The Board of Directors shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, managing/founding director, member of a committee or agent of the Board of Directors, or is or was serving at the request of the Board of Directors as a director, officer, employee, member of a committee, agent or trustee of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person of such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Board of Directors would have the power to indemnify such person against such liability under the provisions of this Article.
ARTICLE XVI - CONFLICT OF INTEREST
16.01 A designated voter of the Board of Directors shall not vote on any matter which would involve a personal conflict of interest. Whenever a designated voter has cause to believe his/her organization is involved in a matter to be voted on, the designated voter shall announce the conflict of interest and abstain from voting on such matter.
16.02 After a designated voter announces a possible conflict of interest and the question of whether an actual conflict exists, the Board of Directors shall decide that question by a vote of the majority, excluding a vote by the designated voter in question and any other designated voter present who have already been disqualified from voting on the issue because of their own conflict of interest on that matter.
16.03 Any other person may raise the question of possible conflict of interest with respect to any designated voter and the question so raised shall be decided in the same manner as if the designated voter had announced the possible conflict of interest.
16.04 "Conflict of interest" shall preclude involvement in any decisions whereby a designated voter or the member agency may directly profit from such a decision.
ARTICLE XVII - BY-LAW REVISIONS
17.01 These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a majority vote of a quorum of the Board of Directors or the managing/founding directors or by being present for the meeting provided that at least 10 calendar days' notice has been served by ordinary mail notifying the designated voters that a By-laws amendment is to be voted on. Such notice shall include not only the time and place of such a meeting but shall also include a copy of the proposed amendments. The only exception to this will be in the forming stages of HSPIG, where these bylaws may change at any time for a initial period of one year, and notification will be that of a new posting on the HSPIG web site of these bylaws.
17.02 Announcement of intent to amend, alter, or repeal these By-laws shall be made at the regular monthly meeting preceding that at which voting will take place. The Secretary will include, for that meeting, an agenda item concerning voting on the amendments.
17.03 These By-laws shall be reviewed on a biennial basis.
ADOPTED: January 03, 2004
EFFECTIVE: January 03, 2004 SIGNED BY: _____Kenneth G. Dreger____ Name & Title Kenneth G. Dreger, Managing Director, VP.
We are a Federal & California State non-profit organization 501(c) (3) DLN# 17053111016004 Federal EIN # 20-0560654
Homeland Security Policy Institute Group