APA BYLAWS - 2008
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Article I - OFFICES OF THE ASSOCIATION
Article II - DEFINITIONS
Article III - MEMBERSHIP
Article IV - OFFICERS AND BOARD OF DIRECTORS
Article V - EXECUTIVE BOARD
Article VI- ASSOCIATION STANDING COMMITTEES
Article VII - MEETINGS
Article VIII - BOOKS AND RECORDS
Article IX - BUDGET
Article X - CERTIFICATE OF MEMBERSHIP
Article XI - FISCAL YEAR
Article XII - AMENDMENTS
Article XIII - WAIVER OF NOTICE
Article XIV - SEVERABILITY, FULL FORCE AND EFFECT, AND STABILITY

ARTICLE I - OFFICES OF THE ASSOCIATION
Section 1 - Principal Office
The principal office of the Austin Police Association (herein sometimes called "Association") in the state of Texas shall be located in the City of Austin, Travis County, Texas. As the Board of Directors may determine or as the affairs of the Association may require from time to time.back to top

Section 2 - Registered Office and Registered Agent
The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be; identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
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ARTICLE II - DEFINITIONS
Words of any gender used in these Bylaws shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

The following definitions will be used herein:

Regular Member: A Regular Member is a commissioned member of the Police Department of the City of Austin who has been regularly appointed under Civil Service.

Active Member: An Active Member is a regular member who is not on suspension pursuant to Article III, section 6, nor been terminated pursuant to Article III, section 7.

Retired Life Member: A member, who retires from active duty, provided she was an active regular member for at least the fifteen years immediately prior to retirement.

Retirement Honorarium: The Association's Retirement Honorarium is that presentation of nominal value deemed appropriate by the Board of Directors, given to each member on the occasion of their converting Regular membership to Retired Life membership.

Qualified Candidate: An active regular member of the rank and assigned to the work area for which a Board vacancy exists or will exist. Additionally, the candidate must be an active regular member at the time of nomination.

Record Date: The date on which a person must be registered as an active regular member in order to be entitled to notices of meetings, elections and ballots.

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ARTICLE III - MEMBERSHIP
Section 1 - Qualifications for Regular Membership
Regular Membership in this Association shall be limited to commissioned members of the Police Department of the City of Austin who have been regularly appointed under Civil Service. back to top

Section 2 - Qualifications for Retired Life Membership
A member of the Austin Police Association who retires from active duty will be carried as a Retired Life Member, provided she was an active regular member for the fifteen years immediately prior to retirement. A member in this category shall be entitled to a retirement honorarium and to attend all meetings and social functions, but shall not be entitled to vote, hold an office on the Board of Directors, or hold an Executive Board position. back to top

Section 3 - Qualifications for Honorary Membership
A deserving citizen may be elected to Honorary Membership upon recommendation by the Board of Directors and approval by two-thirds of the membership present and voting majority at a general membership meeting. An honorary member is entitled to attend all regular meetings and social functions. An honorary member shall not be entitled to a retirement honorarium, vote, hold office, receive the expense reimbursal provided in Article IX, section 6, if any, attend any Association meeting of the Board of Directors, be represented by any individual or group at any Association Board of Directors meeting or be represented by any member of the Association, except with regard to the general purposes of the Association as set out in Article II of the Articles of Incorporation, as amended.back to top

Section 4 - Qualifications for Associate Membership
Non Sworn employees of the Austin Police Department may join the Association as Associate Members, subject to approval by the Association's Executive Board. An associate member is entitled to attend all regular meetings and social functions. An associate member shall not be entitled to a retirement honorarium, vote, hold office, receive the expense reimbursal provided in Article IX, section 6, if any, attend an Association meeting of the Board of Directors, be represented by any individual or group at any Association Board of Directors meeting or be represented by any member of the Association except with regard to the general purposes of the Association as set out in Article II of the Articles of Incorporation. back to top

Section 5 - Dues and Assessments
Dues are payable on the first day of the Association's fiscal year as set by the Board of Directors, or by payroll deduction.

The monthly dues for Regular membership in the Association shall be an amount equal to one hour's wage of a five-year patrol officer, as adjusted from time to time. The Annual dues shall be an amount equal to twelve (12) times the monthly dues.

In addition to dues, assessments for regular members may be levied by the Board of Directors only upon the Board's determination that an assessment is necessary. The Board must then pass by majority a resolution describing the purpose for which such assessment is necessary, the amount to be assessed, and the method of assessment. The resolution must then be submitted to the general membership for a vote and must be approved, by a two-thirds majority of the membership voting, before the assessment may be levied.

Retired Life Members and Honorary Member are exempt from payment of dues and from assessments. The Board may establish a dues structure for Associate membership by resolution. back to top

Section 6 - Suspension of Membership and Benefits
Except as otherwise provided in these Bylaws, any regular member of this Association who has failed to pay her dues, assessments, or other obligations owed to the Association shall be automatically suspended from membership in the Association pending review by the Executive Board.

Payment of current and delinquent dues, assessments, and other obligations owed to the Association shall reinstate such suspended regular member. back to top

Section 7 - Termination of Membership
Except as provided elsewhere in these Bylaws, membership for regular members in this Association shall terminate by abandonment, withdrawal, death of the member, or after notice and an opportunity to be heard for conduct detrimental to the welfare of the membership and upon a final and binding vote of two-thirds (2/3) of the Board of Directors present and voting. If an indefinite suspension by the Department is upheld, through all appeals, by Civil Service or an Arbitrator or any other legal means, the member shall be terminated from the Association. Whenever any membership shall be terminated in any manner, the person whose membership was thus terminated and all persons claiming under, by, or through such person, shall not be entitled to any refund of dues or fees paid into or contributions or donations made to this organization, or to any claim whatsoever of any of the funds, benefits or property of this organization.

Any member found guilty of a violation of these Bylaws, a breach of trust, or of conduct detrimental to the Association may be expelled by the Board of Directors. At the next regular general membership meeting, a two-thirds voting majority of the membership in attendance may override such expulsion and may make the reinstatement retroactive to the expulsion date.

Membership for an Associate Member in this Association may be terminated at any time by a voting majority of the Board of Directors. back to top

Section 8 - Copy of By-Laws Provided to Members
Each member will be provided a copy of these Bylaws and amendments upon request.
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Section 9 - Association as Members' Agent
Every Police Officer who accepts membership in this Association shall be deemed thereby to have authorized the Association to act as her agent to represent, bind, and speak in the presentation, adjustment and settlement of all grievances, complaints, or disputes arising out of the employer-employee relationship.back to top

Section 10 - Authorized Address for Service of Notices
Every Police Officer who accepts membership in this Association shall be deemed thereby to have authorized the Association to serve all notices required by law or these By-Laws by US mail to the member's mailing address of record with the Association or, in respect to general membership meetings, as prescribed in Article VII, section 3, and to have waived all requirements for additional personal notice of any and all meetings, elections and ballots. back to top

ARTICLE IV - OFFICERS AND BOARD OF DIRECTORS
Section 1 - Composition of Board
Except for the initial Board named in the Articles of Incorporation, the Board of Directors shall be composed of twenty-one (23) members. The President, the 1st Vice President, the Secretary and the Treasurer shall be elected at-large by vote of the membership. Three (3) positions shall be occupied by the Presidents, or their designees, of the Texas Peace Officers' Association, the Austin Womens' Police Association, and Amigos En Azul; provided, however, that any individual organization shall be required to maintain not less than two-thirds (2/3) of their respective voting membership, and specifically the person designated to occupy the Board position, as active regular members of this Association. The remainder of the Board of Directors shall be elected by the members of their respective rank or work area and shall be composed as follows, subject to expansion in accordance with Article IV, Section 12:

Commander one (1) position elected by rank of Commander
Lieutenant one (1) position elected by rank of Lieutenant
Sergeant: one (1) position elected by rank of Sergeant
Detective: one (1) position elected by rank of Detective
Corporal: one (1) position elected by rank of Corporal
Police Officer: one (1) position elected by rank of Patrol Officer
Downtown Area Command: one (1) position elected from any rank
Northwest Area Command: one (1) position elected from any rank
Northeast Area Command: one (1) position elected from any rank
North Central Area Command: one (1) position elected from any rank
Central West Area Command: one (1) position elected from any rank
Central East Area Command: one (1) position elected from any rank
Southwest Area Command: one (1) position elected from any rank
Southeast Area Command: one (1) position elected from any rank
South Central Area Command: one (1) position elected from any rank
Main Headquarters one (1) position elected from any rank
Airport/Recruiting/Training Academy one (1) position elected from any rank
Motorola one (1) position elected from any rank
Rutherford one (1) position elected from any rank

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Section 2 - Officers
The Officers of the Association shall be a President, a 1st Vice President, a Secretary, a Treasurer, a Parliamentarian, a Sergeant-at-Arms and such other Officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other Officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The President may appoint one or more Vice Presidents, as he may deem desirable, with the approval of a majority of the Board of Directors, such Vice Presidents to have the authority and perform the duties prescribed, from time to time, by the President, their term not to exceed the term of the President appointing them.

The Parliamentarian and Sergeant-at-Arms shall be elected from the Board of Directors by a majority vote of the Board of Directors.

Any person may not hold more than one office at a given time. An officer may succeed herself in the same office.

Section 3- President
The President shall be the Chief Executive officer of the Association and shall, in general, supervise all of the business and affairs of the Association; supervise the handling of funds and property; supervise all Officers and Employees of this Association, with the authority to hire and discharge employees; and, execute such agreements as may be necessary for the day-to-day operation of the Association. The President shall perform these duties with the advice of the Board of Directors. Provided, however, that the President shall be bound by the vote of the membership on any matter.

The President shall preside at all meetings of the members and of the Board of Directors. She may sign, with the Secretary or any other property officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and, in general, she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4- Vice Presidents
The 1st Vice President shall preside in the absence of the President, and shall perform all functions of the President at such times as the President is unavailable to act, and perform such other duties as delegated by the President or the Board of Directors.

The 1st Vice President shall work closely with all appointed Committee Chairpersons to see that the direction and mission of the Association is always carried out.

Any additional Vice President as may be appointed, in general, shall perform such duties as shall be assigned to them by the President and shall serve as ex-officio (non-voting ) Board members as defined in Article 1396-2.14 (F), Vernon's Texas Revised Civil Statues.
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Section 5- Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IX if these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be delegated to her by the President or by the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of her duties in such sum and with such surety or sureties as the Board of Directors may determine.

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Section 6- Secretary
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose and keep attendance records of all members at the meetings of the members and meetings of the Board of Directors; give all notices in accordance with the provisions of these Bylaws, or as required by law, be custodian of the Association's records; keep a register of the post-office address of each member which shall be furnished to the Secretary and such other duties as from time to time may be assigned to her by the President or by the Board of Directors. back to top

Section 7- Assistant Treasurer and Assistant Secretary
If required by the Board of Directors, any Assistant Treasurer shall give bond for the faithful discharge of her duties in such sums and such sureties as the Board of Directors may determine. Any Assistant Treasurer and any Assistant Secretary, in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary or by the President or the Board of Directors.

Any Assistant Treasurer and any Assistant Secretary, as may be appointed, shall serve as ex officio (non-voting) Board members as defined in Article 1396-2.14 (F), Vernon's Texas Revised Civil Statutes.

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Section 8- Parliamentarian
The Parliamentarian shall rule on all points of order. The meetings of the Board of Directors and the general membership shall be conducted by Roberts Rules of Order, unless otherwise specified by law or these Bylaws. In the Parliamentarian's absence, points of order shall be decided by the Presiding Officer. back to top

Section 9- Sergeant-at-Arms
The Sergeant-at-Arms shall assist the President or Presiding Officer in keeping order at all meetings. back to top

Section 10- Duties of Directors
It shall be the duty of the Board of Directors to cause a complete record to be kept of all meetings and acts; to cause membership certificates and other required certificates to be issued to all members; and, to control Association funds and property. Provided, however, that the Board of Directors shall be bound to the vote of the membership on any matter.
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Section 11 - Actions of the Board of Directors
The Board of Directors shall try to act by consensus. However, the vote of a majority of the Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors, unless the act of a greater number is required by law or the Bylaws. A Director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. back to top

Section 12- Additions to the Number of Directors
In the event that the Board of Directors deems new board positions are needed due to restructuring or growth of the Department, and to give equal and adequate representation to all members, they may, by two-thirds voting majority, add or delete positions to the Board of Directors. back to top

Section 13- Term of Office
Directors and Officers shall be elected for a period of three (3) years. Term of office shall run from January 1st through December 31st, except for the three (3) positions occupied by the President of the other organizations, as listed in Article IV, section 1 which shall be elected, and their terms of office dictated, by the By-Laws of the respective organizations. The Board of Directors may, by two-thirds voting majority, approve one (1) six-month extension of the office of President during periods when contract negotiations are actively occurring. back to top

Section 14- Compensation
Directors shall not receive salaries for their services. However, the Board of Directors may adopt a resolution providing for payment to Directors for out-of-pocket or personal expenses incurred by such Director in the performance of their duties. Any gifts or remuneration to a Director shall be approved by the Board of Directors.back to top

Section 15- Installation of Officers
Installation of new officers of the Association shall be first order of business at the first Board of Directors meeting of the new year.back to top

Section 16 - Quorum
A majority of the Board of Directors shall constitute a quorum of that Board. back to top

Section 17- Presiding Officer Not to Vote - Exceptions
The presiding officer shall not vote on any question except when her vote is required to overcome a deadlock or tie vote. back to top

Section 18- Election Procedure
Members may only vote for those Board candidates within their respective rank or work area. When a member of the Board of Directors is promoted or transferred, she shall be permitted to complete her term as the representative of her former rank or work area. back to top

Section 19- Vacancy
In case of vacancy occurring on the Board of Directors, the Secretary shall post notice of the vacancy, giving members of the rank or work area affected by the vacancy no less than fourteen (14) days to file for office. At 5:00p.m. on the day of the posted filing deadline, a list of all qualified candidates shall be compiled and subsequently submitted to the Board of Directors. The Board of Directors, at its next regularly scheduled meeting, shall elect by voting majority one of the candidates to the vacant position.

In the event no one files for the position in a timely fashion, as per the requirements of these Bylaws, the Board of Directors may recruit a qualified candidate from the respective rank or work area in order to provide representation in lieu of leaving the position vacant.

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Section 20- Filing as Candidate for Office
Any active regular member desiring to run for office in this Association must file for that office with the Secretary between September 1st and eleven (11) calendar days prior to the general membership meeting in October. For purpose of counting, a candidate may file on the day of September 1st and before 5:00 p.m. on the day which is the eleventh calendar day prior to the general membership meeting in October, unless the eleventh calendar day falls on a Saturday, a Sunday, or a city holiday in which case the filing deadline shall be the last business day prior to the eleventh calendar day.

The Secretary shall furnish the member an application for the filing for office. The member must fill out the application, sign it, and return it to the Secretary.

The application shall contain the name, rank, and work area of the member and the office she seeks. No member may file for more than one (1) office concurrently. Only active regular members may run for office in the Association.

The Secretary shall certify and inform the member at the time of filing if she is a qualified candidate. At the close of the filing period, the Secretary shall publish a list of all qualified candidates for the office and enclose such list with notice of the October general membership meeting, pursuant to Article VII, section 3.

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Section 21-Nomination of Directors and Officers
The names of all qualified candidates shall be read to the membership at the regular meeting of the general membership in the month of October.

Active regular members who have not filed as candidates may be nominated from the floor, in form of a motion which must have a second, at the regular meeting of the general membership meeting in the month of October. Nominations shall not cease until a motion has been entertained and properly passed. Only active regular members may be nominated.

All active regular members who are on assigned police duty when the nominations are made may make written nomination, in form of a motion which must have a second, and both parties must sign the motion and the second. This nomination must be given to the Secretary prior to the beginning of the "call to order" of the October meeting. The Secretary shall place each written nomination of a qualified candidate before the membership. Only active regular members may be nominated in writing.

During the October general membership meeting and after nominations have ceased and a complete list of candidates has been compiled, the membership present at the meeting may decide by majority vote to elect by acclamation all nominees in uncontested positions.

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Section 22- Content of Election Ballot
The ballot shall contain the names, ranks and work areas of the candidates for office, and the office they seek. The ballot may also contain a brief description of any proposition or amendment to the constitution and by-laws of this Association. back to top

Section 23-Voting

A. Voting shall be held by electronic means approved by the Austin Police Association Board of Directors.

B. An election chair and co-chair shall be appointed by the Austin Police Association Board of Directors to carry out the day to day responsibilities of the election.

C. Only Active Regular Members of the Austin Police Association as defined in Article II will be allowed to vote and no member may cast more than one (1) vote. The election shall be conducted by confidential vote.

D. Voting shall be conducted in days and times predetermined and announced by the election chair and certified by the Board of Directors.

E. Absentee voting may be conducted in days and times predetermined and announced by the election chairman and certified by the Board of Directors, but dates and times shall be selected so as to conclude absentee voting prior to the date (s) and time (s) for regular voting.

F. A candidate must receive more than fifty percent (50%) of the votes cast to be deemed elected. A run-off election shall be called by the President to fill each position where there is not a declared winner at the first election canvass.

G. Run-off elections shall be conducted in accordance with subsections A, B, C, D, E and F of this section and shall occur within two weeks of the previous election having become final.

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Section 24-Removal of Directors and Officers
Any Director or Officer of this Association may be recalled or removed from office for willful neglect in the performance of her duties to this Association. Provided, however, that whenever such Director or Officer is to be removed, she shall be served with a copy of the notice of suspension, pending hearing before the Board of Directors of such charges forming the basis if her contemplated removal. Such charges must be set forth in clear and concise language signed by the President upon the direction of a majority of the Board of Directors. Provided further, however, that if the Officer against whom such charges are pending should be the president, such charges may be signed by the 1st Vice-President or any other Officer directed to do so by the Board.

The Director or Officer charged shall have the right to a full, fair and impartial hearing before the Board of Directors concerning the charges preferred. If after such hearing the Board determines that such charges are sustained and sufficient exist for removal, the Board shall submit a copy of the charges together with a copy of their findings, to the members and shall call a special recall election not less than thirty (30) days and not more than sixty (60) days from the original date of suspension. If two-thirds (2/3) of the members voting shall vote for her removal, the Board of Directors shall thereupon declare such office vacant.

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Section 25- Recall of Directors and Officers
At any time during the term of which any Director has been elected by rank or work area, an election may be held for recall of that Director provided a petition, that has been signed by not less than twenty five percent (25%) of the rank or work area represented by the Director that is being recalled, is submitted to the Board of Directors.

At any time during the term for which any Officer has been elected, an election may be held for recall of that Officer provided a petition that has been signed by not less than twenty five percent (25%) of the total membership is submitted to the Board of Directors.

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ARTICLE V - EXECUTIVE BOARD
The Executive Board shall consist if the President, 1st Vice President, Treasurer, Secretary, Parliamentarian, and one member of the Board of Directors, elected from the Board at-large by majority vote of the Board of Directors.

Elected Executive Officers shall serve for a period concurrent with their term of office as Director or Officer. In case of a vacancy, the Board of Directors shall elect by majority vote of their number to serve out the remaining term of office, except that the 1st Vice President shall succeed the President.

The Executive Board shall meet, at the request of the President, on subjects that should be decided upon immediately. The subject or subjects to be decided on shall, by nature, be those in which a delay of decision could jeopardize a benefit or opportunity for members. A majority of the Executive Board members shall constitute a quorum of that Board.
Decisions made by the Executive Board may be reversed by a majority vote of the Board of Directors at the next regularly scheduled or special meeting of the Board of Directors.

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ARTICLE VI - ASSOCIATION STANDING COMMITTEES
Section 1- Appointment of Members
Except as otherwise provided herein, the President shall appoint the Chairperson and members for each Association Committee. Members of Committees shall serve until a replacement is appointed by the President.back to top

Section 2- Committees
The Association's Committees may include, but are not limited to, the following:

A. Labor Relations Committee

This committee shall work to promote harmonious and fair relations with the City of Austin, its agents and employees. The committee will attempt to find informal and formal solutions to problems harmful to such productive relationship and perform such other duties as may be required of them by any City/Association agreement.

B. Grievance Committee

This committee shall consist of no less than three (3) members. The purpose of this committee is to provide a just and equitable method for resolving disagreements between the parties regarding the interpretation of the provisions of any City/Association agreements. When a grievance has been filed and the Division head rejects the grievance, the Grievance Committee shall convene and consider (1) whether or not the written grievance alleges a violation of the City/Association agreements, (2) whether a grievance exist, and (3) whether it is in the best interest of the Association membership to pursue the grievance on the member's behalf. The Grievance Committee shall consult legal counsel before reaching its conclusion. If a grievance is properly alleged and it is in the best interest of the Association membership to pursue it, the Committee shall prosecute the grievance on the member's behalf.

C. Legislative Committee

This committee shall study all legislation affecting Police Officers and their families. They shall keep the Board notified of all important legislation.

D. Special Funds Committee

Any requests for member reimbursal or charitable contributions shall first be submitted to the Special Funds Committee, which can approve disbursement of member reimbursal funds without approval of the Board. Charitable contribution requests may only be approved by the Board, but the Board of Directors may not approve any charitable contribution that has not been first submitted to the Special Funds Committee. Requests approved by the committee and the Board shall be submitted to the Treasurer for processing.

E. Communications Committee

This committee shall be responsible for reporting information to the membership and the public through a newsletter and such other means as the Board may deem necessary and proper.

F. Budget Committee

This committee shall prepare an operating budget for the upcoming fiscal year that shall include projected income and expenses. The Association's elected Treasurer shall, by nature of her position, chair the committee. The chairperson shall convene meetings of the committee during the last quarter of the fiscal year and shall cause a posting of the scheduled listing dates, times, and locations of the meetings. The committee shall draft an operating budget to be presented to the Board of Directors at their regularly scheduled meeting in the month of December.

G. The Austin Police Association Political Action Committee

The regulation of the business and conduct of the affairs of the Austin Police Association Political Action Committee shall be determined by it's own by-laws.

In accordance to the Austin Police Association Political Action Committees By-laws the President of the Austin Police Association shall have the power to appoint nine (9) members to the PAC Committee. All appointments will go before the Austin Police Association's Board of Directors for final approval.

The purpose of the PAC Committee shall be to assist the Austin Police Association in promoting the interests of commissioned members of the Police Department of the City of Austin who have been regularly appointed under civil service, and to raise funds for this purpose, and from such funds to make campaign contributions and/or political endorsements to those seeking election or re-election to political office, without regard to part affiliation, who are believed to be deserving of such support. Such funds may also be used to support or oppose the passage of any measure submitted to any political governing body, or submitted in an election to the people, and to make contributions for other worthwhile political purposes and activities.

H. The Ethics Committee

It is the responsibility of this committee to investigate reports of violations of the Code of Ethical Conduct by members of the APA Board of Directors or any APA committee.

Allegations of Ethical violations shall be made in writing to any Board member. All Board Members have the duty to forward all written formal complaints from any APA member to the Ethics Committee Chairman without delay.

The Ethics Committee shall conduct an investigation, and deliver a report to the Board of Directors of the APA within 90 days of receiving the complaint. The Board of Directors may grant an extension for delivering the report due to extenuating circumstances.

The Board of Directors will review the Ethics Committee report and take action with any Board member whom the Board determines has violated the Code of Ethical Conduct.

It shall be the responsibility of the Chairman of the Ethics Committee to report in writing to the complainant the outcome of the investigation within 2 weeks of the Board's decision.

The minutes of all Ethics Committee meetings shall be maintained in the office of the Austin Police Association.

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Section 3- Report by Chairperson
The Chairperson of each committee shall timely report to the President and the summary shall be forwarded to the Communications Committee so that the information may be dispersed to the general membership.

Section 4- Decisions by Committees
All decisions of the committees shall be reported to the President and the Board. The decisions of the committees shall be final and binding unless overridden by a two-thirds (2/3) majority vote of the Board of Directors present at any scheduled meeting.

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ARTICLE VII - MEETINGS
Section 1- Meetings of the General Membership

A. The regular meetings of the general membership of the Association shall be held the second full week of February, May, August, and October at seven o'clock p.m. on a day designated by the President, or any other date and time which may be appointed or designated by the President, with notice if the meeting given as provided in Article VII, Section 3, of these By-Laws.

B. Special meetings of the general membership of the Association may be called by a majority of the Board of Directors, or by written request submitted to the President and signed by twenty percent (20%) of the active regular membership. The President or other authorized Officer shall notify the general membership of the special meetings by publishing a notice on each regular bulletin board of the central station and all substations, and with notice of the meeting given as provided in Article VII, Section 3, of these By-Laws.

C. Emergency meetings of the general membership of the Association may be called by a majority of the Executive Board for the consideration or disposition of a particular matter or particular matters which the Board considers to be such importance to the general membership that delay would seriously hinder the ability of the Association to effectively represent the membership. Notice of the emergency general membership meetings shall be given as provided in Article VII, section 3, of these By-Laws.

D. Any question or proposal submitted to the general membership, at a regular or special meeting of this Association, shall become final in authority and the President and Board of Directors shall be guided accordingly only if a motion is made and seconded and then passed by a voting majority of those active regular members present. To submit the question or proposal for a vote of the membership, such request must be approved by a two-thirds voting majority of the active regular members present at the meeting in which the motion is made, except that the question of contract ratification shall always be done by vote of the membership and needs no such approval. If the motion is approved, the question or proposal shall be added to the next ballot scheduled to be voted on. Scheduled voting shall be held twice annually, to include the Board election ballot and a ballot to be voted on during the second full calendar week in the month of May, if any questions or proposal has been approved for a membership vote. The days and times for any membership vote to decide contract ratification shall be predetermined and announced by the election chair and certified by the Board of Directors; such membership votes but and are not considered emergency votes and may be held at times other than scheduled voting and notice of the election shall be given a provided in Article VII, Section3.

E. An Emergency membership vote can be scheduled only if approved by two-thirds voting majority of the Board of Directors at the next regularly scheduled Board meeting following the membership meeting in which the question or proposal was submitted Only those items considered to be of an emergency nature by the Board shall be included on the Ballot.

F. No member may cast more than one (1) vote.

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Section 2-Meetings of the Board of Directors

A. Regular meetings of the Board of Directors shall be monthly, and one shall be held during the week before regular general membership meeting. They will be open to any member of the Association, but only members of the Board of Directors have the right to vote.

B. Special meetings of the Board of Directors may be called by a voting majority of the Board of Directors.

C. Emergency meetings of the Board of Directors may be called by the President or any member of the Board for the consideration or disposition of a particular matter provided that a quorum of the Board of Directors is in attendance at the emergency meeting.

D. An agenda of proposed items for discussion shall be published and distributed to all Board members no less than five (5) working days prior to regular meetings of the Board of Directors. Any member may get a copy of the agenda by requesting it at the Association office. Topics not on the published agenda may not be discussed without a two-thirds (2/3) voting majority of the Board present on a motion allowing variance from the agenda.

Section 3- Notices of General Membership Meetings
Written or printed notice stating the place, day, and hour of the meeting and in the case of a special meeting, as defined in Article VII, Section 1(B), the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting to every member entitled to vote at such meeting. The record date for all general membership meetings shall be 5:00 p.m. on the day eleven (11) calendar days prior to the day of the meeting.

At such time as the Association has more than one thousand (1,000) members, at the time of a scheduled or called meeting, notice of such meeting may be given by publication in any newspaper or general circulation in Austin, Texas.

In case of an emergency general membership meeting, notice of the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be given in any manner reasonably calculated to notify as many members as possible.

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Section 4- Voting Members List for Meeting
A. After fixing a record date for the notice of a meeting, the Association shall prepare an alphabetical list of the names of all of its voting members who are entitled to notice of a meeting. The list must show the address of the voting member. The Association shall also maintain, through the time of the meeting, a list of members who are entitled to vote at the meeting but are not entitled to notice of the meeting.

B. Not later than two (2) business days after the date notice is given for a meeting and the list is prepared according to Article VII, Section 4, Paragraph A, the list of voting members shall be available for inspection by any active regular member for the purpose of communicating with other members concerning the meeting. The active regular member, or that member's agent or attorney, is entitled on written demand to inspect, subject to Article VIII, Section 1, Subsection B, and to copy the list at a reasonable time and at the member's expense, during the period the list of voting members is available for inspection.

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Section 5- Actions without Meeting
Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. back to top

Section 6- Quorum
The presence of forty-five (45) active regular members at any meeting shall constitute a quorum at such meeting. If quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice. back to top

Section 7- Proxies
No proxies shall be allowed. back to top

ARTICLE VIII - BOOKS AND RECORDS
Section 1-General
A. The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceeding of its members, Board of Directors, and committees having any authority of the Board of Directors, and shall keep at the registered or principal office in this state a record giving names and addresses of the members entitled to vote.

B. An active regular member of the Association, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Association relevant to that purpose, and at the expense of the member.

C. All minutes of regular and special meeting of the general membership and of the meetings of the Board of Directors shall be published in the Association's newsletter or posted on the Association's bulletin boards at the Central Station and all sub-stations.
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Section 2- Financial Records and Annual Reports
The Association shall comply with Article 1396-2.23A of Vernon's Texas Revised Civil Statutes with regard to Financial Records and Annual Reports. back to top

ARTICLE IX - BUDGET
Section 1- Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general of confined to specific instances. back to top

Section 2- Negotiable Instruments
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. back to top

Section 3- Depositories
All funds of the Association shall be deposited from time to time to the credit of the Associations in such banks, trust companies, or other depositories as the Board of Directors may select. back to top

Section 4- Contributions, Gifts, Bequests and Devises
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. back to top

Section 5- Operating Funds
The Budget Committee shall prepare an operating budget for the upcoming fiscal year that shall include projected income and expenses. The Board of Directors shall review it, making changes as needed, and a final draft shall be voted on and ratified by a two-thirds voting majority of the Board of Directors prior to the beginning of the next fiscal year.

During the budget year, amendments to the budget may be considered by the Board of Directors. If a two-thirds voting majority of the Board agrees an amendment is needed the amendment shall be submitted to the Treasurer for budget analysis. A vote cannot be taken until after the Treasurer reports, to the Board of Directors, the impact the amendment may have on the overall budget.

The Association shall at all times operate with a balanced budget unless excess expenditures are approved by two-thirds majority of those members voting in any payline vote.

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Section 6- Special Funds
Special Funds are those funds set aside to finance requests for funds by clubs, groups, or individuals coming before the Association's Special Funds Committee, and with approval of the Board of Directors.

As part of the operating budget, the Treasurer will establish a line item budgeting special funds for reimbursable expenses incurred by active regular members representing the Association at competitive and fellowship events in which the member has qualified to participate as a finalist. The amount allocated per qualified members shall not exceed one hundred dollars ($100.00) per calendar year, regardless of how many groups or competitions the member is a participant. The funds must be requested in writing and the request must specify the amount requested the nature of the event or competition, and the purpose for which the funds will be used. The request must be submitted to the Special Funds Committee at its monthly meeting during the month immediately following the event in which the member represented the Association and incurred the out-of-pocket expense, and the request shall be acted upon by the Committee not later than at its next monthly meeting following that submission.

Active regular members representing groups, clubs or charities requesting charitable donations from the Association and giving the Association, in return, advertising which will enhance the standing of the Association in the community, may make a request for special funds from the Special Funds Committee. The request must be in writing and must specify the amount requested the nature of the organization to receive the funds, the purpose for which the funds will be used by that organization, and the manner in which the standing of the Association will be enhanced in the community by its support of that organization. The request shall be acted upon by the Committee not later than at its monthly meeting during the month following the month submission. The amount allocated, per qualified organization per year, shall not exceed one thousand dollars ($1000.00), regardless of the number if members submitting requests on behalf of the organization.

The Special Funds Committee Chair shall include all approved and disallowed expense reimbursal disbursements and charitable donation requests in her monthly report to the Board of Directors at their next meeting after the request has been acted upon by the committee. The charitable donations requests require final approval by a voting majority of the Board. The committee's report to the Board will be in the form of a line item budget request, so that the Board may review each item expenditure separately. A special funds item may not be approved higher once it has been approved by the Board. Therefore, requests should be submitted timely and accurately. The line item funding the Special Funds in the annual budget may not be amended higher during the fiscal year. Any request which has been timely submitted but which has been denied by the Special Funds Committee may be appealed to the Board of Directors at their next regularly scheduled meeting.

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Section 7- Discretionary Education Fund
A separate fund shall be maintained solely for the purpose of educating the membership and the general public about the issues and matters important to the Association. back to top

ARTICLE X - CERTIFICATE OF MEMBERSHIP
Section 1- Certificates
The Board of Directors may provide for the issuance of certificates evidencing membership in the Association, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued thereof on such terms and conditions as the Board of Directors may determine. back to top

ARTICLE XI - FISCAL YEAR
Section 1- Fiscal Year
The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year. back to top

ARTICLE XII - AMENDMENTS
Section 1- Procedure
The Bylaws of the Association may be amended only by a voting majority of the members; such voting shall be by electronic means approved by the Board of Directors after such amendment shall have been submitted in writing to the Board of Directors and approved by two-thirds (2/3) voting majority of the Board. If not approved by a two-thirds (2/3) voting majority of the Board members, the sponsor may raise the issue at the next general membership meeting as per Article VII, Section 1, Subsection C. back to top

Section 2- Notice
Notice shall be given of the proposed amendments by mailing by US mail, a copy of the proposed change or changes and the date or dates of the balloting to each active regular member's mailing address of record with the Association.

At such time as the Association has more than one thousand (1,000) members, at a time of a scheduled or called meeting, notice of such meeting may be given by publication in any newspaper of general circulation in Austin, Texas.

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Section 3- Power of the Parliamentarian
The parliamentarian shall have the authority to adjust or correct matters of form and grammar in these Bylaws as directed by the Board of Directors. However, corrections or adjustments by the parliamentarian are only for "housecleaning" purposes and may not alter the intent of these Bylaws. back to top

ARTICLE XIII - WAIVER OF NOTICE
Section 1- Effect of Waiver
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Association, 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. back to top

ARTICLE XIV - SEVERABILITY, FULL FORCE AND EFFECT, AND STABILITY
Section 1- Effective Date
These Bylaws shall be in full force and effect immediately upon their adoption. back to top

Section 2- Effective Date of Amendments
Any amendment to these Bylaws shall be in full force and effect immediately upon its adoption. back to top

Section 3- Severability
In case any one or more of the provisions contained in these Bylaws shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provisions hereof and these Bylaws shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. back to top

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