By Laws

North Carolina Crime Stoppers Association, Inc.
A non-profit Organization
By Laws

Article 1 – Name

This document shall constitute the By Laws of the North Carolina Crime Stoppers Association, Inc., hereinafter referred to as the Association, or NCCSA.

Article II – Purpose and Goals

The purpose of this Association shall be to provide a clearinghouse for information, to assist existing Crime Stoppers programs, to encourage and assist in establishing new Crime Stoppers programs, and to coordinate the establishment of standards, while at all times protecting the autonomy of individual member programs. This Association will in no way ever seek to dictate policies to law enforcement agencies or to Crime Stoppers programs.

Article III – Membership

The members of this Association are those Crime Stoppers programs of North Carolina having membership rights in accordance with the provisions of these By Laws.

Class of Membership

The Association shall have one class of membership, representative of which may be designated as its Board of Directors.

“Of Counsel”

This shall be an attorney at law, licensed to practice in the State of North Carolina. Of Counsel shall provide legal advice to the Board or secure pro bono legal representation for the Board if possible. Of Counsel shall not be removed for failure to attend meetings, but shall make every effort to attend as many regularly scheduled meetings as possible.

Qualifications of Board Members

The qualifications of the Board of Directors of this Association are as follows:

A bon fide representative and member in good standing of a Crime Stoppers-type organization that is recognized as, has applied for status of, or has the characteristics of a not-for-profit Association in the State of North Carolina.

Authority of Board of Directors

The authority of the Board of Directors shall include, but not be limited to, establishing dues as well as other assessments the Board of Directors deems necessary from time to time in order to meet the purpose and goals of this Association.

Annual Board of Directors Meeting

The annual meeting of the Board of Directors will be held at a time and a place convenient to the members of the board.

Regular Meetings of Members

This Association shall hold one (1) annual meeting, which shall include the election of new officers as provided for in Article V. at a time and place determined by the Association.

Special Meetings

Any special meeting of the membership of this Association may be called by the Chairperson, by the Board of Directors, or by petition of a majority of the voting members of this Association.

Notice of Members Meetings

Notice stating the place, day, and hour of a regular meeting or annual meeting must be communicated in writing to each program by the Chairperson or the designee no later than ten (10) working days prior to the meeting.

Voting Rights of Members

Each dues-paying member program present at any meeting will be entitled to vote on each matter submitted to vote. One vote per member program is permitted.

Quorum of Members

The majority of members at a meeting of members shall constitute a quorum. The vote of a majority of members shall constitute a quorum. The vote of a majority of members present at a meeting is necessary for the adoption of any matter voted on, unless a greater proportion is required by law or by any provision of these By Laws.

Termination of Membership

Membership will terminate in this Association upon any of the following events:

Receipt by the Board of Directors of written resignation.
The dissolution of this or the member organization.
For cause, inconsistent with membership, after notice to the member of the instance or act which has or will have resulted in the procedure to terminate membership.

Before a member is terminated for any reason other than the resignation or dissolution of the member organization, the member will be given an opportunity to be heard before the Board of Directors. No member shall be removed for cause until any other member moves for such removal and three-fourths (3/4) of the total membership vote for such removal.

Article IV – Executive Committee

Definition of Executive Committee

The Executive Committee shall be the officers of this Association (not less than three) and shall be vested with the management of the business and affairs of this Association subject to the law of this state and nation and these By Laws.

Vacancies on the Executive Committee

Vacancies on the Executive Committee will be filled by the Board of Directors in accordance with the provisions set fourth for membership as stated in these By Laws.

Article V – Officers

The officers of this Association will consist of:

A Chairperson
A Vice-Chairperson (on Executive Committee)
A Secretary (on Executive Committee)
A Treasurer (on Executive Committee)
Any other officers as the Board of Directors from time to time deems necessary

Selection of Officers

Officers of this Association will be elected at the annual meeting. Each officer will remain in office for a two-year term which will begin in January. Such selection will take place at the annual meeting prior to the end of the fiscal year.

Multiple Officeholders

The Membership shall not elect a single person to any two or more offices simultaneously.

Responsibilities of Chairperson

The Chairperson will be the Chief Executive Officer of this Association and will, subject to the control of the Board of Directors, supervise and control the affairs of the Association. The Chairperson will perform all duties incident to such office and such other duties as provided in these By Laws or as may be prescribed from time to time by the Board of Directors.

Vice-Chairperson

The Vice-Chairperson will perform all duties and exercise all the powers of the Chairperson when the Chairperson is absent or is otherwise unable to act. The Vice-Chairperson will perform such duties as may be provided from time to time by the Board of Directors.

Secretary

The Secretary, or as designated to the Assistant Secretary, will keep minutes of all meetings of the Board, will be the custodian of the Corporate Records, will give all notices as are required by law or these By Laws, and generally will perform all duties incident to the office of Secretary and other such duties as may be assigned from time to time by the Board of Directors. The Secretary shall, within 24 days of any annual or regular meeting; send copies of the written minutes to all member organizations.

Treasurer

The Treasurer, or as designated to the Assistant Treasurer, will have charge and custody of all funds of this Association, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Association’s properties and business transactions, will render reports, forms, and accounting as required by the Board of Directors or by law of this state and nation and will perform in general, all duties incident to the office of Treasurer and such other duties as may be required by law, by these By Laws, or which may be assigned from time to time by the Board of Directors. The Treasurer shall have an annual audit performed by an independent accounting firm on the books of the Association at least once each fiscal year, and shall see that the said accounting agency also files for this Association each year a federal tax return as required by law.

Article VI – Board Members

Selection of the Board

Board members of this Association will be elected at the annual meeting by the general voting membership. Each member will serve a two-year term beginning in January, or until a successor is named.

Number of Board Members

This Association shall be represented by a minimum of eight (8) and a maximum of sixteen (16) members of the Board of Directors. Officers shall also be considered as members of the Board within these limits.

Article VII – Informal Action

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the law of the state and nation, or these By Laws, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.

Action by Consent

Any action required by law of this state and nation or these By Laws, or any action which otherwise may be taken without a meeting of the Board of Directors may be taken, is signed by a majority of the persons entitled to vote with respect to the subject matter of such consent, or all Directors and filed with the Secretary of the Association.

Article VIII – Committees

Fiscal Year

The fiscal year of this Association will be January 1 through December 31.

Execution of Documents

Except as otherwise provided by law, checks; drafts; promissory notes; orders for the payment of money; and other evidences of indebtedness of this Association will be signed by the Treasurer and countersigned by another member of the Executive Board. Contracts, leases or other instruments executed in the name of or on behalf of the Association will be signed by the Secretary and another member of the Executive Board and will have attached copies of the resolution of the Board of Directors certified by the Secretary authorizing their execution.

Compensation

Board members will serve this Association without monetary compensation but will be eligible upon approval of the Executive Committee for reimbursement of expenses incurred in fulfilling their responsibilities as board members.

Books and Records

The Association will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Executive Committee, Board of Directors, and Committees. A membership register giving the names, addresses, and other details of the membership; financial statements; and the original copy of its By Laws including amendments to date certified by the Secretary of the Association, will be kept at the Association chairpersons program location.

Inspection of Books and Records

All books and records of the Association may be inspected with prior notice by any member, or its attorney or agent, for any proper purpose at regular scheduled Board Meetings.

Article IX - Dissolution

Method

This Association may not be dissolved except by two–thirds (2/3) vote of the members present in a meeting called for the purpose of considering its dissolution, providing notice of such meeting shall have been sent to each member thirty (30) days prior to such meeting.

Residual Assets

Upon a vote to dissolve this Association all residual assets of the Association, after all just debts have been satisfied, shall be deposited with a local bank and entrusted to a local committee appointed by the Board of Directors to distribute the funds to one or more organizations which themselves are exempt as organizations described in Section 501 (c) (3) and 170 (c) (2)of the Internal Revenue Code of 1954 or corresponding Sections of any prior or future Internal Revenue Code, or to the federal, state or local government for exclusive public purpose.

Article X – Non-Discrimination

The Association will operate entirely on a non-discriminatory basis in regard to the services rendered, membership, selection of Board Members and committee members. There will be no discrimination based on age, sex, race, religion, national origin, financial status, or any other prohibited factor.

Article XI – Amendments

The power to alter, amend or repeal these By Laws or to adopt new By Laws, insofar as is permitted by law, is vested in the Board of Directors. Any alteration, amendment, or repeal of any or part of any section shall be in accordance with the law. Any proposed alteration, amendment, or repeal must be submitted to the Board of Directors no less than thirty (30) days prior to the date upon which any vote related to the matter takes place.

Adoption of By Laws

The By Laws of the North Carolina Crime Stoppers Association, Inc. were adopted by the Board of Directors by resolution and vote on September 18, 1990 at the University Hilton, University Place, in the City of Charlotte, County of Mecklenburg, North Carolina.

Adopted September 18, 1990