Constitution and By-Laws

The following is the Constitution and By-Laws for members of the CCPCA:

Constitution

Article 1

Section 1. This group shall be known as the Cuyahoga County Police Chief's Association, Incorporated in the State of Ohio on September 7, 1929, and hereafter referred to as the Association.

Section 2.The purpose of this Association is: (1) to perform and build up an official and mutual friendship between members; (2) to device methods to suggest ways and means for the advancement of the Police profession; (3) to read articles and discuss Police incidents and experiences that will be of interest to the Association; and (4) to seek ways to improve the delivery of criminal justice to the citizens of Cuyahoga County.

Article 2

Section 1.The officers of the Association shall consist of a President, a Vice-President, a Secretary/Treasurer, a Chaplain, six (6) Board of Governors, which shall be four (4) Active Members of the Association and the immediate past President, and one (1) Life Member, appointed by the Board as defined in Article 4, Section 6., who shall hold their respective offices for one year until such time as their successors are elected and installed, or appointed. This entire body shall be known as the Board of Governors. All of said officers and governors shall be elected at the regularly scheduled December meeting of each year, by a majority vote of the Active Members. 

A Life Member shall be appointed by the elected members of the Board of Governors on or before the next regularly scheduled meeting. The Board of Governors shall appoint the Life Member from a list of not more than three (3) names provided to the Association's President or designee by a committee of the Associations Life Members no later than the regularly scheduled October meeting prior to the December election meeting.

Section 2. The newly elected President will act as Chairman of the Board of Governors but will be denied the right to vote except to cast a tie-breaking ballot. The Board of Governors will meet at such times and places as determined by the President and all actual expenses incurred by such meetings shall be born by the Association.

Section 3. The Board of Governors will meet promptly at the discretion of the President and expedite all matters referred to them by the Active Membership of the Association.

Section 4. The Board of Governors shall have the power to: 

(A) Manage and administer the affairs of the Association. 
(B) Authorize the expenditure of all funds for the Association. 
(C) Arrange for the raising of funds to support the programs of the Association and control the disbursements of these funds. 
(D) Establish dues for any class of Association membership approved by the membership at a regular or special meeting of the Association. 
(E) Employ an Executive Director. 
(F) Enter into and authorize any officer and/or the Executive Director to enter into such agreements and contracts with any person, firm, corporation or government agency which in the judgment of the Board of Governors, are necessary and will further and be consistent with the purposes of the Association. 
(G) Otherwise do and perform all acts authorized by the laws of the State of Ohio to be done by the Association incorporated not for profit not inconsistent with its Constitution and By-Laws.

Section 5. At all meetings of the Board of Governors, a majority of its total Governors shall constitute a quorum for the transaction of business but less that a quorum may adjourn a meeting from time to time without further notice until a quorum is present. 

In determining a quorum, the number of Governors shall be considered that number which are then duly and properly serving as members of the Board of Governors. Any vacancies which may exist shall not be counted in determining the total number of Governors excepting only that the total number of Governors that may constitute a quorum shall never be less than four. 

Each member of the Board of Governors shall be entitled to one vote, and act of a majority of the members present and voting at a meeting at which a quorum is present, except as otherwise herein noted shall constitute the act of the Board of Governors.


Article 3

Section 1. The President shall appoint members to all committees at the first regularly scheduled meeting after his election.

Section 2. President: to preside at all meetings of the Association and perform such duties as may be incidental to his office.

Section 3. Vice President: to reside at all meetings in the absence of the President.

Section 4. The Secretary/Treasurer may Receive for his services a sum not to exceed $600 per annum.

Section 5. Secretary/Treasurer: to receive an answer all communications addressed to him or the Association; to keep a full written record of all meetings; to receive all money from dues and other sources and to maintain an accurate record thereof; to keep itemized statement of outstanding disbursements; to perform such other duties as may be required of him by the officers of the Association; to prepare a the financial report at each regularly scheduled general membership meeting on the condition of the funds of the Association, showing the receipts and disbursements thereof; to pay all expenses of the Association upon approval of the Board of Governors. The Secretary/Treasurer shall be bonded in the amount of $5,000.

Section 6. Chaplain: upon being elected he shall receive from his predecessor the badge of office. It is expected that the Chaplain attend each of the regularly scheduled meetings and that he will attend as many of the outside functions that solicit the services of his office as his particular occupation permits.

Section 7. The Life Member appointed to the Board of Governors shall serve as a liaison between Life Members and the Board of Governors. The appointed Life Member of the Board will report various requests from Life Members. The appointed Life Member will attend the Board meetings and present issues and concerns of Life Members.

Section 8. The Executive Director shall serve as assistant to the Preside and the Board of Governors. The Executive Director shall conduct the business of the Association that is required of him by the President and/or Board of Governors on a day-to-day basis. The Executive Director shall keep the President informed, as necessary, to the business of the Association, and perform such other duties as he may be directed by the President and/or Board of Governors. The Executive Director shall make a full report of his activities to the Board of Governors at each Board meeting. The position of Executive Director shall not have voting power). 

It shall be the duty of the Executive Director of the Association to perform the administrative functions of the Association and maintain any office of the Association. 

The Executive Director shall be responsible to serve under and carry out tasks as assigned by the President and/or Board of Governors of the Association. He shall attend each meeting of the Board, as well as the monthly meetings of the Association



Article 4

Membership

Section 1. The Association membership shall be divided into five classes: Active, Law Enforcement Associate, Associate, Honorary, and Life members.

Section 2. Active Members

A. Chiefs of Police of Municipal and Township Police Departments, the County Park Department, Hospital Police Departments, the Greater Cleveland Regional Transit Authority, College or University Police Departments, and the University Circle Police Department, all in Cuyahoga County accepted as stipulated in Section 7 of this Article are entitled to be Active Members. The status of "Active Member" referred to herein shall remain with the individual so long as he actively continues in the same capacity as that approved by the membership at the time of original application. 

B. Chiefs of Police of Municipal and Township Police Departments of counties contiguous to Cuyahoga County accepted as stipulated in Section 7 of this Article are entitled to be Associate Members and are eligible to exercise all of the privileges of Active Members except that they shall not be eligible to vote or hold office. The status "Associate Member" referred to herein shall remain with the individual so long as he continues to function in the same capacity as that approved by the membership at the time of original application.

Section 3.Law Enforcement Associate

The Director or Administrative Head of any Agency, responsible for the protection and security of persons or property, who is employed by an Agency whose primary support is funded by public tax money is eligible for membership under this section. He shall be entitled to all privileges of Active Members except that he shall not be eligible to vote or hold office.

Section 4. Associate Membership

Associate Members shall have the privileges of Active Members insofar as it relates to the discussion of topics before the Association, but shall have no vote or management in the affairs of the Association. They shall be exempt from all duties. At any meeting, the Association may by a majority vote of the Active Members present exclude Associate Members from any Association meeting.

Section 5. Honorary Members

Honorary Members shall consist of those persons, sponsored by an Active Member of the Association, who are occupying one of the following municipal offices: 

1. Mayor and/or City Manager 
2. Safety Director 
3. Law Director* 
4. County and Local Prosecutor* 
5. Presiding Judges of the County Courts and local Judges* 
6. County Coroner 
7. County Commissioners 

*Wherein a Law Director, Prosecutor, or Judge serves more than one community, one membership card and decal will be sent by the Secretary/Treasurer. 

In addition, Honorary Members shall have the privileges of Active Members insofar as it relates to discussion of topics before the Association, but shall have no vote or management in the affairs of the Association. They shall be exempt from all duties. At any meeting the Association may by majority vote of the Active Membership present, exclude Honorary Members from an Association meeting. Honorary Members shall be exempt from paying dues.

Section 6. Life Members

Life Members shall consist of those persons who are Active Members in good standing and at the time retired from active duty. Life Members shall have the privilege of Active Members, except that they shall not be entitled to hold elective office and they shall be exempt from paying dues.

Section 7. Any person holding or occupying any of the positions indicated in Section 2 and desirous of becoming an Active Member of this Association, shall file his application with the Secretary/Treasurer. The Secretary/Treasurer shall refer this application to the membership at the next regularly scheduled meeting for comments and then to the Board of Governors, who shall make inquiries as to his qualifications for membership. A ballot shall be taken by the Board of Governors and if the majority of Governor's votes favor the applicant, the applicant shall become a member when the Secretary/Treasurer received full payment of the annual dues for the year.

Section 8. Any person who desires to become an Associate Member may only do so by invitation from an Active Member in securing an application which when completed and accompanied by the annual dues for the year, shall be forwarded to the office of the Secretary/Treasurer. Application for Associate Membership will be approved by the membership at the next regular Association meeting.

Section 9. Organizations or groups are not eligible for membership.



Article 5

Amendments

Section 1. The Association shall have the power at any regularly scheduled meeting to alter, amend or revise its Constitution and By-Laws, but the same shall not be altered, amended or revised except by a two-thirds vote of the Active Members of the Association present and entitled to a vote who have received from the Secretary/Treasurer's office written notification of all contemplated changes at least ten (10) days prior to the regularly scheduled meeting.



Article 6

Vacancies

Section 1. Any vacancy occurring in the office of the President shall be filled by the Vice President.

Section 2. Any vacancy occurring in the office of Vice President may be filled by appointment by the President or, at the discretion of the President, the office may be left vacant until the next regularly scheduled election.

Section 3. Any vacancy occurring in the office of the Secretary/Treasurer can be filled only by special election and after the Active Members have been advised in writing by a presidentially-appointed Acting Secretary/Treasurer ten (10) days prior to the scheduled election meeting.

Section 4. Any vacancy occurring in the office of Chaplain may be filled by appointment by the President, or, at the discretion of the President, the office may be left vacant until the next regularly scheduled election.

Section 5. Any vacancy occurring in the Board of Governors, except Life Member, shall be filled only by special election and after the Active Members have been advised in writing ten (10) days prior to the scheduled election meeting. A Life Member vacancy shall be filled by appointment of the Board of Directors.



Article 7

Anything in this Constitution to the contrary notwithstanding:

Section 1. The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making or distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

Section 2. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in paragraph A, hereof, no substantial part of the Activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles the Association shall not (except to an insubstantial degree) engage in any activities or exercise any powers that are not in furtherance of the purposes of the Association.

Section 3. Upon the dissolution of the Association, the Board of Governors shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Governors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the country in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 4. Except to the extent inconsistent with this Article 7, the other articles of this Constitution shall be and remain in full force and effect.



Article 8

Indemnification

Section 1. Indemnification

The Association may indemnify, to the full extent then permitted by the laws of the State of Ohio, any person who was or is a party or is threatened to make a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member of the Board of Governors, office, employee or agent of the Association, or is or was serving at the request of the Association as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.

Section 2. Advance Payment of Expenses.

Expenses, including attorneys' fees, incurred in defending any action, suit or proceeding referred to in Section 1 of this Article, may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Governors in the specific case upon receipt of an undertaking by or on behalf of the member of the Board of Governors, director, trustee, officer, employee or agent to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Association as authorized in this Article.

Section 3. Non-exclusive.

The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any lay, by the Associations' Constitution, the Association's By-Laws or any agreement, vote of disinterested members of the Board of Governors or otherwise, both as to action in official capacities and as to action in another capacity while such person is a member of the Board of Governors, director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person.

Section 4. Insurance

The Association may, to the full extent then permitted by the laws of the State of Ohio, purchase and maintain insurance on behalf of any person who is or was a member of the Board of Governors, officer, employee or agent of the Association as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against 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 Association would have the power to indemnify such person against such liability.


By-Laws

Article 1

Section 1. The annual dues shall not be less than $150.00 per year for Active Members. The annual dues shall not be less than $75.00 per year for Law Enforcement Associate Members. The annual dues shall not be less than $100.00 per year for Associate Members.

Section 2. Any Active Member who is in arrears for dues shall not be entitled to vote and after one year his name shall be dropped from the role of Active Membership.



Article 2

Meetings

Section 1. All meetings for the Association shall be held at such time as determined at the previous meeting.

Section 2. Special general membership meetings may be held at any time or place upon the call of the President. Notices of special meetings and the business to be transacted shall be mailed by the Secretary/Treasurer to each Active Member of the Association at least ten (10) days in advance of the date of such special meetings. At such special meetings no business shall be transacted other than named in the notice.

Section 3. Twenty (20) members shall constitute a quorum for the transaction of business at the regularly scheduled meetings. Twenty (20) members shall constitute a quorum for the transaction of business at special meetings.

Section 4. The vote will be taken by a voice vote. When one-fifth of the Active members present demand a written yea or nay vote, it shall be done accordingly. The Secretary/Treasurer shall enter the vote into the minutes.



Article 3

Rules of Order

Section 1. the presiding officer shall preserve order and decorum. All questions of order shall be decided by him, subject to appeal by any Active Member of the Association.

Section 2. Every member, when he speaks or offers a motion, shall rise in his place and respectfully address the presiding officer. While speaking he shall confide himself to the question under debate, avoiding criticizing or using indecorous language.

Section 3. All motions and resolutions shall be recorded by the Secretary/Treasurer in writing and incorporated in the minutes.

Section 4. If any questions come before the meeting for which no provision has been made in the Constitution and By-Laws, the presiding officer shall be governed in his decision by the rules laid down in Roberts Manual. The rules of Legislature of the State of Ohio shall govern all parliamentary debates and procedures of meetings of this Association.



Article 4

Proxies

Section 1. Any Active Member of the Association unable to attend any meeting and desiring to be represented, may do so by a written proxy send to the office of the Secretary/Treasurer at least give (5) days prior to the date of the meeting.


Resolution 2011-2

October 20, 2011

WHEREAS the Board of Governors of the Cuyahoga County Police Chiefs Association has determined that, in order to receive annual dues payments in a timely manner, Article 1, Section 2 of the By-Laws of the Cuyahoga Country Police Chiefs Association shall be presented to the membership for amendment by Resolution as provided in Article 5, Amendments, of the Constitution and By-Laws of the Cuyahoga County Police Chiefs Association; and

WHEREAS the proposed amendment to Article 1, Section 2 of the By-Laws of the Cuyahoga County Police Chiefs Association has been distributes to the membership at least 10 days prior to the regularly scheduled meeting of October 20, 2011 via e-mail as required in Article 3, Amendments of the Constitution and By-Laws of the Cuyahoga County Police Chiefs Association; and

RESOLVED that Article 1, Section 2 of the By-Laws of the Cuyahoga County Police Chiefs Association shall be amended by deleting "After one year" and inserting in its place by interlineation, "after July 1 of the billing year, any unpaid Active Member of any other member" so that it shall now read in its entirety as follows:

Article 1 
Section 2. Any Active Member who is in arrears for dues shall not be entitled to vote and after July 1 of the billing year, any unpaid Active Member or any other member, shall be dropped from the roll of active membership.

No therefore be it resolved that the membership of the Cuyahoga County Police Chiefs Association approves and adopts the amendment to Article 1, Section 2 of the By-Laws of the Cuyahoga County Police Chiefs Association as presented herein.


Resolution 2011-3

December 15, 2011

WHEREAS the Board of Governors of the Cuyahoga County Police Chiefs Association has determined that, in order to encourage retiring Law Enforcement Associate Members to retain their membership in the Association, Article 1, Section 1 of the By-Laws of the Cuyahoga County Police Chiefs Association shall be presented to the membership for amendment by Resolution as provided in Article 5, Section 1, Amendments, of the Amended Constitution and By-Laws of the Cuyahoga Country Police Chiefs Association (June 9, 2003); and

WHEREAS the following proposed amendment to Article 1, Section 1 of the By-Laws of the Cuyahoga Country Police Chiefs Association has been distributes to the membership at least 10 days prior to the regularly scheduled meeting of December 15, 2011 via e-mail as required in Article 5, Section 1, Amendments, of the Amended Constitution and By-Laws of the Cuyahoga County Police Chiefs Association (June 9, 2003);

BE IT RESOLVED that Article 1, Section 1 of the By-Laws of the Cuyahoga County Police Chiefs Association shall be amended by insertion of the following additional new sentence at the conclusion of Section 1: "The annual dues shall not by less than $50.00 per year for retired Law Enforcement Associate Members and retired Associate Members." Article 1, Section 1 shall now read in its entirety as follows:

Article 1 
Section 1. The annual dues shall not be less than $150.00 per year for Active Members. The annual dues shall not be less than $75.00per year for Law Enforcement Associate Members. The annual dues shall not be less than $100.00 per year for Associate Members. The annual dues shall not be less than $50.00per year for retired Law Enforcement Associate Members and retired Associate Members.

NOW THEREFORE BE IT RESOLVED that membership of the Cuyahoga County Police Chiefs Association approves and adopts the foregoing amendment to Article 1, Section 1 of the By-Laws of the Cuyahoga County Police Chiefs association as