CSPFF Bylaws
BYLAWS OF THE
COLORADO
(a Nonprofit Corporation)
ARTICLE I
NAME AND LOCATION
Section 1. The name of this foundation shall be the Colorado State Patrol Family Foundation, hereinafter referred to as the Foundation.
Section 2. The principal office of this Foundation shall be located in the State of
ARTICLE II
PURPOSES
Section 1. This foundation is organized exclusively for charitable, religious, education and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law).
Section 2. The general powers and purposes of this foundation are to engage in any lawful activity within the scope of the Colorado Nonprofit Corporation Act and Section 501 (c) (3) of the Internal Revenue Code.
Section 3. The mission of the Foundation is to support members of the Association of Colorado State Patrol Professionals (ACSPP) and their families in times of crisis; further the education of such members and their families; provide training classes on defensive driving for the motoring public; and enhance opportunities for professional and personal growth to members of the ACSPP family.
ARTICLE III
MEMBERSHIP
Section 1. The Foundation shall not have members.
ARTICLE IV
BOARD OF TRUSTEES
Section 1. The governing body of this foundation shall be the Board of Trustees. They shall determine policies, actively prosecute the Foundation’s objectives, and supervise the disbursement of funds. They shall adopt rules and regulations for the conduct of business. No Trustee shall be personally liable for monetary damages for any act or omission in the Trustee’s capacity as a Trustee except in the following instances: for any breach of the duty of loyalty to the Foundation; for any act or omission not in good faith or which involves intentional misconduct or knowing violation of the law; for any transaction from which the Trustee received an improper benefit, whether or not the benefit resulted from action taken within the scope of the Trustee’s office; and/or for any act or omission for which the liability of the Trustee is expressly provided for by statute.
Section 2. The Board of Trustees shall consist of six (6) voting members of the Association of Colorado State Patrol Professionals; and two (2) civilian members from outside the Colorado State Patrol, to be selected by the ACSPP Board of Directors; plus the immediate past President of the Foundation. The Executive Director of the Foundation shall also serve as an ex-officio member without vote. Officers for the Foundation Board shall be selected from the Board of Trustees.
Section 3. The term of office for Trustees serving as civilian members shall be for three (3) years. The term of office for the Immediate Past President shall be one (1) year. The term of office for the President of the ACSPP on the CSPFF Board of Trustees shall be one (1) year unless re-elected as President of the ACSPP for an additional year, meaning the ACSPP president may serve an additional year on the CSPFF Board of Trustees. All other trustees will serve a three (3) year term or the remainder of their tenure as an ACSPP Board member, whichever is shorter. Vacancies will be filled each year by the Board of Directors of the Association of Colorado State Patrol Professionals, in accordance with its policies and procedures. The term of office for all Trustees shall begin on July 1st of the year they are appointed and end on June 30th of the year their term is concluded based upon the above criteria.
Section 4. Any vacancy occurring among the Board of Trustees will be filled by the Board of Directors of the Association of Colorado State Patrol Professionals. A Trustee so selected will serve the unexpired term of his/her predecessor.
Section 5. A simple majority of Trustees at any meeting shall constitute a quorum. Voting rights of a Trustee shall not be delegated to another nor exercised by proxy.
Section 6. The Board of Trustees shall meet at such times and places as agreed upon by the Trustees.
Section 7, The Board of Directors of the Association of Colorado State Patrol Professionals may remove any Trustee for due cause with a two-thirds affirmative vote.
Section 8. Community members from outside the State Patrol, may be appointed as Honorary trustees, from time to time at the discretion of the Board of Trustees. Honorary trustees shall be appointed for a one year term and have no voting rights.
ARTICLE V
OFFICERS
Section 1. The officers shall be a President, Vice President, and a
Secretary/Treasurer. Officers can succeed themselves no more than two (2) terms in the same office.
Section 3. Any vacancy in officers occurring between annual meetings will be filled by the Board of Directors of the Association of Colorado State Patrol Professionals from within the ranks of the current Board of Trustees.
Section 4. Officers and Trustees are prohibited from receiving any compensation for their services except for reimbursement of approved expenses.
ARTICLE VI
MEETINGS
Section 1. The annual meeting of the Foundation Trustees shall be the first meeting of the year. There shall be six (6) meetings of the Board of Trustees in each calendar year, the dates of which shall be as established by the Board of Trustees. Any Trustee who is absent from three consecutive Board of Trustee meetings, shall be removed as a Trustee.
Section 2. Special meetings may be called by the Foundation President as are required.
ARTICLE VII
CHIEF EXECUTIVE OFFICER
Section 1. The Executive Director of the Foundation shall be its Chief Executive Officer. He or she shall also serve as Executive Director of the Association of Colorado State Patrol Professionals.
ARTICLE VIII
FISCAL MATTERS
Section 1. The fiscal year shall be the calendar year.
Section 2. The Executive Director shall prepare an annual operating budget, in advance of each fiscal year. This budget shall be submitted to the Board of Trustees for their review and approval and thereafter submitted to Board of Directors of the Association of Colorado State Patrol Professionals, for their review and approval, prior to the end of the current calendar year.
Section 3. The Foundation’s accounts shall be reviewed annually or as deemed necessary by an independent certified public accountant.
ARTICLE IX
PARLIAMENTARY PROCEDURE
Section 1. The conduct of all business by the Foundation shall be governed by the latest edition of Robert’s Rules of Order, unless otherwise set forth in these Bylaws.
ARTICLE X
AMENDMENTS
Section 1. These Bylaws may be altered, amended, or repealed by a two-thirds vote of the Board of Trustees of the Foundation, at any duly called meeting. Such alteration, amendment or repeal shall be subject to the approval of the Board of Directors of the Association of Colorado State Patrol Professionals.
Section 2. Written notice to amend, alter or repeal these Bylaws shall be provided to each Trustee at least ten (10) days prior to the meeting called for that purpose.
These Bylaws become effective upon adoption by the Trustees of the Foundation and subsequent approval by the Board of Directors of the Association of Colorado State Patrol Professionals.
APPROVED AND ADOPTED THIS 25th day of October, 2007, by the Trustees of the COLORADO STATE PATROL FAMILY FOUNDATION.
____________________________________ ______________________________
Lance Paa, President/Immediate Past William “Mark” Holt, Vice President/
President ACSPP President
____________________________________ ______________________________
Randy Novotny, Secretary/Treasurer David Aldridge, Trustee
____________________________________ ______________________________
Jill Distel, Trustee Larry Graves, Trustee
____________________________________ ______________________________
Michael Pahl, Trustee Ron Prater, Trustee
____________________________________
Julie Wohlers, Trustee