NAWLEE BYLAWS

THE NATIONAL ASSOCIATION OF WOMEN LAW ENFORCEMENT EXECUTIVES, INC.

Membership Options

Executive (Voting)

$100 yr

NAWLEE Foundation Bylaws

ARTICLE I

Purpose

Section 1: Name

The name by which the Corporation shall be known is NAWLEE Foundation, Inc. (the “Corporation”). The working name of the Corporation shall be The National Association of Women Law Enforcement Executives (NAWLEE).

Section 2: Applicable Laws and Purpose

The Corporation is a nonstock corporation organized and incorporated under the Connecticut Revised Nonstock Corporation Act Section 33-1000 et. Seq. (the “Act”) and shall have the powers of a Connecticut nonstock

corporation, provided that the activities of the Corporation are not inconsistent with Section 501 (c)(3) and Section 170 (c) (2) of the Internal Revenue Code of 1986, as amended. The purposes of the Corporation, as set forth in the Certificate of Incorporation, shall be to help remove barriers to women in policing and improve the quality of law enforcement services

through the development and promotion of the unique skills that women law enforcement bring to the policing profession. The Corporation aims to further this mission by sponsoring research, creating programs and educational opportunities to enhance the advancement of

women in law enforcement, by providing support directly and indirectly to law enforcement functions and activities where charitable or education need is demonstrated and by providing scholarships to both students pursuing educational opportunities in law enforcement related

fields and women law enforcement executives and those aspiring to be executives. To provide a forum for the exchange of information concerning law enforcement, leadership, management

and administration.

ARTICLE II

Membership and Dues

Section 1. Classes of Membership

There shall be four classes of NAWLEE Corporation membership: Executive, Associate, Supporting and Corporate.

a. Executive Membership

To be eligible as an Executive Member, a person must hold the rank of Lieutenant or above, or its non-sworn equivalent in a federal, tribal, state, county, municipal, international, campus, airport, or railroad law enforcement agency. After retirement from active duty, members in good standing may retain the privileges of Executive membership by continuing payment of annual dues.

b. Associate Membership

To be eligible as an Associate Member one must be employee of a federal, tribal, state, county, municipal, international, campus, airport or railroad law enforcement agency below the rank of Lieutenant or a non-sworn level not eligible for Executive membership. After retirement from active duty, members in good standing may retain the privileges of Associate membership by continuing payment of annual dues.

c. Supporting Membership

To be eligible as a Supporting Member, a person must share and support the concerns and objectives of NAWLEE. Examples of supporting members include professors, researchers, mental health practitioners, among others.

d. Corporate Membership

To be qualified as a Corporate Member, a corporation, business, group, organization, university, or association that shares and supports the concerns and objectives of NAWLEE.

Section 2. Annual Dues

a. The annual dues for each class of membership shall be established by the Board of Directors ninety (90) days prior to the start of the next membership year.

b. The annual dues of all members shall be due and payable on January 1 of each year.

c. The executive director of designee shall notify any member who is thirty (30) days delinquent in the payment of dues that unless payment is received, at ninety (90) days delinquent their active membership will be canceled, and all membership entitlements shall terminate.

To be qualified as an Executive Member, one must hold the rank of Lieutenant (a person whose rank is above first line supervision for the organization; supervises supervisors – or its equivalent) or above, in a federal, state, county, municipal, international, campus, or railroad law enforcement agency.

Associate

(non-voting) – $100 yr

To be qualified as an Associate Member one must be an employee of a federal, Tribal, state, county, municipal, international, campus or railroad law enforcement agency below the rank of Lieutenant, or a civilian / non commissioned member of any law enforcement agency.

Corporate Member (non-voting)

To be qualified as a Corporate Member, a company must share and support the concerns and objectives of NAWLEE. To become a corporate member please contact NAWLEE at 781 960-5170 or email [email protected]

Section 3: Denial/Termination of Membership

The Board of Directors may terminate any member for cause, after a hearing before such persons or in the absence of such a member after due notice to appear for such a hearing, and in such manner as the Board of Directors shall direct.

Section 4: Meetings of Members

a. Annual Meeting

The annual meeting of the Corporation will be held each year during the annual conference. A quorum must be present to conduct all general business. A quorum at an in-person meeting consists of a majority of the voting members who are present at an Annual Meeting and eligible to vote. In the event there is not an annual conference the meeting shall occur virtually in the same month the conference is normally held. A quorum for a virtual annual meeting shall be ten (10) percent of eligible executive members.
At the annual meeting, the members shall elect the Board of Directors and the officers for the year. In addition, the Board of Directors shall present an Annual Report to the Members, which shall include the accomplishments of the previous year and the plans for the coming year. This report should include a state of the finances of the Corporation.

Voting

At the annual meeting every executive member is entitled to have one (1) vote. Proxy votes are not permitted.

b. Membership Meetings

In addition to the Annual meeting, the membership may conduct meetings at a date and time set by the Board of Directors.

c. Special Meetings

Special Membership meetings shall be held upon the call of the President, or the Board of Directors, or upon the request of 35% of the membership.

d. Notice

Notice of any meeting shall be given to a member, by mail, or email, no less than ten (10) days prior to the meeting, except for the Annual Meeting, which shall require notice of at least fifteen (15) days.

Section 5: Electronic and Mail Voting

The President may conduct an electronic mail or USPS vote on a matter determined by the President.

Any action taken by electronic mail or USPS mail vote shall be immediately reported to all members of the Corporation

Article III

Directors

Section 1. Board of Directors

The affairs of the NAWLEE Corporation shall be managed by a Board of Directors which shall consist of the following directors/officers: a President, a First Vice President, a Second Vice President, a Treasurer, a Secretary, a Member-At-Large, a Professional Staff Member, Ex-Officio (s) Immediate Past President and the Executive Director. The Ex Officio (s) are non-voting members of the Board and serve in an advisory capacity.

Section 2: Vacancies

Vacant positions of the Second Vice President, Treasurer, Secretary, Member at Large and Professional Staff Member, on the Board of Directors shall be filled for the unexpired portion of the term by the Board. In the case of the Second Vice President the unexpired portion of the term will not be part of accession to First Vice President and President but will instead end at the annual meeting. In the event the person filling the temporary role of Second Vice President wishes to seek Second Vice President or First Vice President, they must be elected by the membership. A vacancy in the office of President shall be filled by the First Vice President. A vacancy in the office of First Vice President shall be filled by the Second Vice President.

In the rare event, there are vacancies in the First and Second Vice President at the same point in time, the Board of Directors will fill both positions with qualified members for the unexpired terms. These individuals’ terms will not be part of accession and will expire at the annual conference.

Section 3: Removal

The Board of Directors shall have the power to exclude or suspend any officer by a majority vote of the Board for any conduct deemed to be detrimental to the best interests of the Corporation. The exclusion or suspension shall not exceed two months of duration.

A Director may be removed from office at any time by a two-third vote of the Board or a two – third vote of the membership. A Director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the Director.

Section 4: Meetings

The Board shall hold one Annual Meeting of membership a year.

Regular meetings of the Board of Directors shall be held on a recurring basis and whenever needed. The meetings may be in person or virtual, using a platform that allows all to be seen, heard, and to share documents.

In the event virtual or in person attendance is not possible due to extraordinary circumstances attendance may also be by telephone or VOIP as long as everyone in the meeting can hear everyone else. The notice of the regular Board meeting shall be at least three days.

Section 5: Special Meetings

Special meetings of the Board may be called by the President at any time, or by a majority of the Board. Members may request a meeting of the Board; thirty- five percent of the members may force a Board meeting. At least three days’ notice must be given to the Directors for any Special Meeting called by any party. This notice may be waived by the Directors. All waivers will be noted by the Secretary.

Section 6: Qurom and Voting Requirements

A quorum shall consist of at least a majority of the number of directors in office immediately before the meeting begins. The affirmative vote of a majority of the directors present at a meeting shall be required for every action by the Boards unless a greater proportion of directors’ votes are required by the Certificate of incorporation, by these Bylaws or by Chapter 602 of the Act.

Section 7: Voting

At all meetings of the Board, each Director is entitled to have one (1) vote. Proxy voting by Directors is not permitted.

Section 8: Unanimous Consent

In lieu of any regular or special meeting and vote of the Directors, the unanimous written (can be in email), consent of all Directors may be executed with respect to any action taken or to be taken by the Directors, and send consent shall have the same force and effect as unanimous vote of the Directors at a duly called or held meeting.

Section 9: Powers

The Directors shall manage the property and business of the Corporation. The Directors may do anything that is not prohibited by law, the Certificate of Incorporation or these Bylaws.

Section 10: Committees

Pursuant to Section 33-1101 for the Act, the Board may form committees and may appoint no more than two directors to serve on the committee with other NAWLEE members, (executive, associate, supporting or corporate). The Board by resolution defines the powers to be held by each committee, which shall not include taking any action other than recommendations to the Board for their action, and each committee may exercise those and only those powers. Each committee shall keep minutes of its proceedings and shall report them to the Board and the Executive Director.

Section 11: Holding More Than One Office of the Corporation

An Executive member of the Corporation shall not hold more than one (1) elected office at the same time, unless otherwise provided for in these bylaws.

Section 12: Indemnification and Reimbursement

The NAWLEE Corporation shall be bound by and comply with the provisions of Sections 33-1116 through 1124 of the Connecticut General Statutes regarding indemnification of directors, officers and agents of the Corporation.

ARTICLE V

Officers

Section 1. Succession Plan and Terms of Office

a. Succession plan

Certain officers will be subject to a succession plan. Under the succession plan, each year there will be an election of a Second Vice President who will serve in four (4) different positions over a consecutive four (4) years. The Second Vice President will serve for one

(1) year and then ascend to First Vice President for one (1) year, then to President for one

(1) year, followed by one (1) year as Immediate Past President. The Second Vice President will continue to be filled by election from the Executive membership at the Annual Meeting.

b. The Treasurer and Secretary

The Treasury and Secretary will serve two (2) year staggered terms. These offices are allowed to stand for re-election. Neither officer will be allowed to serve for more than seven (7) consecutive years in their respective office.

c. The Member At-Large

The Member-at-Large shall serve a two-year term and can be re-elected for a second term. The Member At-Large shall not serve for more than 5 years in this position.

d. Professional Staff Member

The Professional Staff Member shall serve a two-year term and can be re-elected for a second term. The Professional Staff Member shall not serve more than 5 years in this position.

Section 2: Nomination and Appointments

a. Eligibility for Second Vice President

Active Executive membership for three (3) years; and
Membership is current, and dues-paid; and
Has demonstrated knowledge of the duties and responsibilities of the Board of Directors; and
Has served on a committee, task force, special project, written articles for the newsletter, instructed in a NAWLEE sponsored or hosted course, conference or seminar, assisted in hosting a conference, or similar activity for NAWLEE.
Nominations for this position are open to those who are employed in a law enforcement agency at the time of their nomination and service.

Upon ascension to First Vice President and then President, the person must be employed by a law enforcement agency. After ascension to President the person may retire or leave active policing and finish their term as President and Immediate Past President, as long as the separation was not for misconduct or because of discipline.

b. Eligibility for Secretary and Treasurer

Active Executive membership for three (3) years; and
Membership is current, and dues-paid; and
Has demonstrated knowledge of the duties and responsibilities of the Board of Directors; and
Has served on a committee, task force, special project, written articles for the newsletter, instructed in a NAWLEE sponsored or hosted course, conference or seminar, assisted in hosting a conference, or similar activity for NAWLEE.
Nominations for this position are open to those who are employed in a law enforcement agency at the time of their nomination and service.

c. Eligibility of Member-at-Large

Active Associate membership for two (2) years; and
Membership is current, and dues-paid; and
Has demonstrated knowledge of the duties and responsibilities of the Board of Directors; and
Has attended a minimum of two (2) annual conferences, or training seminars, or
NAWLEE courses, or combination thereof.

d. Eligibility of the Professional Staff Member

Active Associate membership for two (2) years; and
Membership is current, and dues-paid; and
Has demonstrated knowledge of the duties and responsibilities of the Board of Directors; and
Has attended a minimum of two (2) annual conferences, or training seminars, or NAWLEE courses or combination thereof.

e. Nomination Process

Nomination for directors/officers may be made at any time prior to the dates and times of the election by submitting the name(s) of the nominee and the position nominated for, in writing, to the Nominating/Search Committee Chair. Nominations may also be made on the day of the election from the floor. Any member may nominate another member or themselves.

Section 3: Elections and Voting

All elections shall be by confidential vote and may be held in person at the Annual Meeting or electronically as approved by the Board of Directors.

The Executive Director shall be tasked with the logistics and verification of a member’s class and dues paid status. The Executive Director shall tally the votes and inform the President of the

results.

All eligible EXECUTIVE members may vote for Second Vice President, Treasurer and Secretary. In the event necessary, Executive members may vote for President and First Vice President.

All dues paid Executive, Associate and Supporting members may vote for the Member-At-Large and the Professional Staff Member.

Corporate members do not have voting privileges.

Section 4: Powers and Duties in Office

a. President

The President shall preside at all meetings of the members and or Board, assist in developing policy, set the goals and objectives of NAWLEE. For committees approved by the Board the President shall select a chair for each. The President will act as a spokesperson for NAWLEE, delegating to the Executive Director and staff, primary roles for media inquires and day to day responses. In general, this individual shall perform duties incumbent to the Office of the President authorized by the Corporation Charter, Bylaws and NAWLEE policy.

The President through the Executive Director shall provide general oversight to all committees, assigning board members as committee liaisons as appropriate.

The President may call special meetings when necessary. The President may call an Executive session of NAWLEE whereby only Board and Executive members shall be present, as well as any persons the President deems necessary. When directly discussing the performance of the Executive Director the President may call an executive session with only Board members (excluding the Executive Director) present.

b. First Vice President

The First Vice President will be assigned duties designated by the President and/or Board of Directors. In the absence of the President, the First Vice President shall perform the duties of the President.

Working with the Executive Director, the First Vice President will begin planning for his/her role as President. S/he will make every effort to learn the duties of the President, understand the finances of NAWLEE, and take a larger role in oversight of committees.

c. The Second Vice President

The Second Vice President will be assigned duties designated by the President and/or Board of Directors. In the absence of the President, and First Vice President shall perform the duties of those offices.

Working with the Executive Director, the Second Vice President will make every effort to learn the duties of each committee, understand the finances of NAWLEE and familiarize her/himself with NAWLEE’s policies and practices.

d. Member-at-Large

The Member-at-Large shall serve as a member of the Board of Directors and representative of Associate and Supporting membership. The Member-at-Large may be assigned duties designated by the President and/or the Board.

e. The Professional Staff Member

The Professional Staff Member shall serve as a member of the Board of Directors and representative of the Professional Staff membership. The Professional Staff Member may be assigned duties designated by the President and/or the Board.

f. Treasurer

The Treasurer will work closely with the Executive Director and staff to ensure the Corporation’s money is being handled in the best interest of the membership. The Treasurer and/or the Executive Director will have the care and custody for all funds and sureties of the Corporation. The Treasurer shall keep or have kept the fiscal accounts and general ledger of the Corporation, including an account of all money received or paid and shall make periodic reports to the Board on the financial condition of the Corporation. The Treasurer shall prepare or have prepared a balance sheet and statement of income showing the financial condition of the Corporation to share at the Annual meeting. The financial statements shall be presented to the Board at the Annual Meeting and shall be deposited at the principal office of the Corporation and kept there for at least ten (10) years.

Upon request of the Board, the Treasurer will provide these statements to an outside auditor for verification. The Treasurer may endorse checks or have endorsed notes and other obligations on behalf of the Corporation, for collection only and placed in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provision of these Bylaws. The Treasurer shall have custody of the stock, securities or other investment instruments owned by the Corporation, and shall have the power to endorse them or have them endorsed for transfer on behalf of the Corporation.

In collaboration with the Executive Director, the Treasurer will assist in development of an annual budget. The Treasurer will present the annual budget to the Board for its approval.

The Treasurer shall chair the Finance Committee of the Corporation.

The Treasurer and Executive Director will ensure that all finances are processed in accordance with the following:

1. The fiscal year will coincide with the calendar year, unless changed by the Board of Directors.

2. A budget will be prepared and modified as needed by the Board of Directors. All expenditure will be in accordance with this approved budget.

3. The Association may accept contributions, gifts or bequests for any general purpose or for any special purpose of the Association.

4. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may elect.

g. Secretary

The Secretary will record meeting minutes and distribute the minutes to the membership. Placement on the website shall serve this purpose with the exception of the annual meeting which shall require a mailing or an email to each member. The Secretary through the Executive Director shall mail, or email or caused to be sent, the agenda for meetings.

The Secretary working with the Executive Director shall ensure the books, records and papers of the Corporation are kept, except those records kept by the Treasurer or another person authorized to keep them by resolution of the Board.

h. Immediate Past President

The immediate Past President shall act as an advisor and Ex-Officio non-voting Board Member to provide knowledge and expertise to the Board of Directors and any assigned committees.

i. Executive Director

The Executive Director is an Ex Officio member of the Board. The Executive Director is an employee of the Corporation and shall be selected by the Board of Directors. The Executive Director will be given a job description at the time of hirer and the job description may be modified by the Board from time to time.

While the Executive Director reports to the Board of Directors, for day-to-day operations the Executive Director will work most closely with the President and Treasurer.

A board meeting may not be held without notification of the Executive Director. The Executive Director may only be excluded from a Board meeting when his/her performance and/or compensation are being discussed.

Section 5: Designee

The Executive Director shall serve as a Board designee at any time unless the Board moves to specifically restrict the Director. The Executive Director may designate other staff members from time to time to fulfill the work of the Corporation.

ARTICLE V

Committees

Committees of the Corporation (standing committees) shall be created by the Board based on operational needs and emerging issues.

Ad Hoc committees may be formed by the President to serve a limited function as needs arise.

All membership groups, Executive, Associate, Supporting and Corporate members, may serve any committee.

Guidelines for committees shall be maintained by the Executive Director.

Section 1: Duration of Committees

Each member of the committee and the Chair shall serve a two-year term. Members’ service may be extended for a total of three (3) two-year terms. All members to include the Chair shall serve their term unless removed from the committee or the business of the committee has ended.

An Executive, Associate, Supporting or Corporate member may serve as Chair for Ad Hoc committees. These committees should be disbanded at the end of the President’s term, unless the new President continues the committee.

Section 2: Responsibilities of the Chair

An Executive member shall serve as Chair for all standing committees and shall be responsible for recruiting members for service on a committee, calling committee meetings, reporting committee activities and recommendations to the Executive Director, and participating in formal and informal meetings as called by the President or the Board.

Voting on committee issues shall be conducted by a simply majority vote of the committee members present, and each member shall have one (1) vote.

Section 3: Standing Committees

The Corporation will have two (2) standing committees.

a. Finance Committee

The Finance Committee will be chaired by the Treasurer and will have one (1) other Board Director as a member (excluding the President and Executive Director.) Three other Executive members of the Corporation will serve two-year terms renewable up to six (6) years. The President and Executive Director will be Ex Officio members of the committee. Finance committee’s roles and responsibilities will be defined by the Board.

b. Governance Committee

The Governance Committee will be chaired by the Second Vice President. Two Executive or Associate members will serve two-year terms, renewable for up to six (6) years. The Executive Director will serve as an Ex-Officio member of the committee. Governance committee’s roles and responsibilities will be defined by the Board.

ARTICLE VI

Books and Records

Section 1: Books and Records

The Corporation shall keep correct, complete books and records of account and shall keep minutes of the proceedings of all meetings in written form or in any other form capable of being converted into written form within a reasonable period of time. The Executive Director, in collaboration with the Secretary and the Treasurer, shall ensure orderly recordkeeping, with records able to be retrieved, and reviewed as necessary.

The Executive Director shall establish a records management system and nomenclature, setting up proper security and safeguards to allow staff access to those documents needed to complete their respective work. A system of remote access should be created for the Board and the staff to access documents germane to their position.

ARTICLE VII

Parliamentary Procedure

Section 1: Books and Records

ARTICLE VIII

Staff

The Board of Directors may select and appoint an Executive Director.

Section 1: Executive Director

The duties and qualifications of the Executive Director shall be provided for in a job description approved by the Board of Directors.

The Executive Director may hire, supervise and remove other staff as necessary. The Executive Director shall provide all employees with a job description.

Section 2: Compensation

The Board of Directors shall annually approve the compensation of the Executive Director coinciding with the annual budget process.

The Executive Director will recommend to the Board for their approval proper compensation levels for staff depending on the duties s/he requires staff to perform. The Executive Director will make their recommendations to the Board as part of the annual budget process.

Section 3: Support of the Operations

The Board of Directors shall make every reasonable effort to approve operating expenses necessary to maintain the approved functions of the Corporation and the Executive Director.

Section 4: Correspondence

The Executive Director shall be responsible for collecting the Corporation’s mail and responding to or forwarding it to the appropriate officer.

ARTICLE IX

Distributions of Assets

Section 1: Generally

None of the income of assets of the Corporation shall ever be distributed to its officers or directors: provided however, that the Corporation may reasonably compensate any of the officers and directors for services performed beyond their board responsibilities and duties for the Corporation.

Section 2: Dissolution

If the Corporation is dissolved, any assets remaining after payment of its liabilities and obligations shall be distributed to nonprofit organization (s) exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, in such proportions and amounts as the Board and the Members shall determine, as set forth in the Certificate of Incorporation.

ARTICLE X

Conflicts of Interest

Section 1: Conflicts of Interest

The Corporation shall adopt procedures to assure that any conflicting interest transactions, as that term is defined in Section 33-1127 of the Connecticut General Statutes, or any excess benefit transaction, as that term is defined in Section 4958 of the Internal Revenue Code, involving a disqualified person, including directors and officers of the Corporation, shall only be undertaken after the requisite disclosure and voting by both directors and where appropriate, the Member of the Corporation as provided in Sections 33-1129 and 33- 1130 of the C.G.S. and under any relevant regulations of the I.R.S..

Section 2: Policies. The board shall adopt a conflict-of-interest policy and review it at least annually; to assure that all actions taken by the Board of Directors comply with the relevant state and federal statutes.

ARTICLE X

Amendments

Section 1: Bylaws

These Bylaws may be amended at any time as provided in the Certificate of Incorporation, as set forth below, however, no change may be made in these Bylaws which will affect the exempt status of the Corporation under Section 501 (c)(3) of the I.R.S. Code of 1986, as amended. As permitted by Section 33-1150 of the Connecticut General Statutes, no amendment to the Bylaws shall be adopted unless that amendment is adopted in accordance with the following procedure:

a. Written notice of the meeting of the Board of Directors at which such an amendment(s) shall be considered, including the text of the proposed amendment(s) shall be delivered to all directors at least one week before the Directors’ meeting.

b. At least two-thirds majority of the directors present at a duly called meeting of the Board of Directors at which a quorum is present and shall vote in favor of such amendment(s); and

c. Written notice of the meeting to all classes of the Members at which such an amendment(s) shall be considered, including the text of the proposed amendment(s) shall be delivered to all Members at least ten (10) days before the Annual or special meeting.

d. At least two-thirds of the Executive Members presently at a duly called meeting of the Members at which a quorum is present, shall vote in favor of such an amendment(s).

Section 2: Record of Changes

Whenever these Bylaws are amended or repealed, that action and the date on which it was taken shall be noted on the original Bylaws in the appropriate place, or a new set of Bylaws shall be prepared incorporating those changes.

Section 3: Inconsistencies with the Certificate of Incorporation

If any provisions of the Bylaws are found to be inconsistent with any provisions of the Certificate of Incorporation, as presently existing or as amended, the Certificate of Incorporation shall be the controlling authority.