NATIONAL ASSOCIATION OF SCHOOL RESOURCES OFFICERS, INC.
A Florida Nonprofit Corporation
ARTICLE I NAME
The name of this corporation is National Association of School Resources Officers, Inc. (“NASRO”).
ARTICLE II OFFICE
Section 2.01 The registered office of the corporation shall remain in the state of Florida at a location to be determined from time-to-time by the board of directors (“Board”). The principal office of the corporation for transaction of its business is located at 2020 Valleydale Road –Suite 207A, Hoover Alabama 35244 (“Office”). The board of directors shall designate and may change the Office from one location to another within the United States. Any change of location of the Office shall be noted by the secretary on these bylaws in the place provided in this section or this section may be amended to state the new location. The Board may, at any time, establish branch or subordinate offices at any place or places where NASRO is qualified to conduct its activities.
ARTICLE III PURPOSES
Section 3.01 General Purposes: NASRO is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the Non-profit Corporation Laws of the State of Florida for public and educational purposes.
Section 3.02 Specific Purposes: Within the context of its general purposes this corporation is created:
- For the advancement of education and charity, and any other related or corresponding purposes by the use and distribution of its funds for such purpose.
- To provide a means to disseminate, share, advise, and coordinate information on the value of qualified law enforcement officers to teach elementary, junior high school and high school student on the principles of good citizenship and community responsibility.
- To demonstrate, by example and other means, the dangers associated with alcohol and drugs, criminal activities, and other anti-social behavior.
Section 3.03 Limitations: To operate exclusively in any other manner for such educational and charitable purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under any corresponding provisions of any subsequent federal tax laws covering the distribution to organizations qualified as tax exempt organizations under the Internal Revenue Code, as amended.
ARTICLE IV MEMBERS
NASRO shall have the following classes of membership.
Section 4.01 Regular Members: A person shall be eligible for regular membership (“Regular Member”) if he or she is employed or appointed by a law enforcement agency or a school district as a school resource officer, school-based police officer, and educational administrator involved with a school-based policing program, or a law enforcement supervisor of a school-based police program.
- A Regular Member who, by virtue of promotion, reassignment, retirement, physical disability, or change of employment status has ceased to meet the qualifications to be a Regular Member, but desires to be granted status as a Regular Member, may make written petition to the Board to continue as a Regular Member, with all benefits appertaining thereto.
- Each petition to continue as a Regular Member must contain a statement of the employment circumstances of the petitioner (“Petitioner”) and the reason why the Petitioner wishes to continue as a Regular Member of NASRO. At the next available regular or special meeting of the Board, the petition will be considered and voted upon.
- The Board shall review the status of all members granted status as a Regular Member as provided herein at least annually and may discontinue the Petitioner’s status as a Regular Member at any time by a majority vote of the Board.
Section 4.02 Associate Members: An individual may be granted status as an Associate Member if, in the sole discretion of the Board, he or she has demonstrated an interest in advancing School Resource Officer programs and supports the overall goals and values of NASRO.
Section 4.03 Affiliate Members: An organization may be granted status as an Affiliate Member if, in the sole discretion of the Board, the organization has demonstrated an interest in advancing School Resource Officer programs and supports the overall goals and values of NASRO.
Section 4.04 Honorary Members: An individual may be granted status as an Honorary Member if, in the sole discretion of the Board, the individual has rendered outstanding service to NASRO or has been active in youth-related programs that are consistent with the goals and values of NASRO. A two-thirds majority vote of the Board is required to grant an individual status as an Honorary Member.
Section 4.05 Life Membership: RESERVED
Section 4.06 Regular Member Benefits: A Regular Member, so long as he or she complies with the policies, procedures, and ethical standards established and published from time-to-time by NASRO, shall be entitled to benefits as defined by the Board from time-to-time.
Section 4.07 Non-Regular Members: Members who are not Regular Members shall have no voting rights and shall be entitled to only those benefits as shall be defined from time-to-time by the Board. The memberships of those who are not Regular Members can be terminated at any time in the sole discretion of the Board without hearing. In the event of such termination, NASRO shall refund a pro-rated portion of the individual’s or organization’s annual dues (if any) as of the termination date and such refund shall be the exclusive remedy of the terminated individual or organization.
Section 4.08 Fees and Assessments: The Board, in its sole discretion, shall set the dues rates for all membership classifications.
Section 4.09 Membership Meetings: Meetings of the Regular Members shall be held at least annually and at such place that the Board shall designate or, if not so designated, at the Office of the corporation, upon giving notice by regular or electronic mail, or publication in NASRO’s official publication and on the NASRO website. Only those Regular Members who are not in default and who are present at the meeting, may vote on any matter presented to the membership by the Board. Proxy voting shall not be permitted.
ARTICLE V DIRECTORS
Section 5.01 General Corporate Powers: Subject to the provisions and limitations of the Florida Nonprofit Corporation laws and any other applicable laws, and subject to any limitation of the articles of incorporation or bylaws regarding actions of the Board, the corporation’s activities and affairs shall be managed and all corporate powers shall be exercised by or under the direction of the Board.
Section 5.02 Specific Powers: Without prejudice to the general powers set forth in Section 5.01 of these bylaws, but subject to the same limitations, the Board shall have the power to:
- Appoint and remove, at the pleasure of the Board, all the corporation’s committees, agents and employees; prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation and require from them security for faithful performance of their duties.
- Change the Office or the principal business office from one location to another, conduct its activities within the United States, and designate any place within any state for holding any meeting.
- Adopt and use a corporate seal.
- Borrow money and incur indebtedness on behalf NASRO and cause to be executed and delivered for the NASRO’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidences of debt and securities.
Section 5.03 Number of Directors: The Board of Directors shall consist of no less than fifteen (15) people and shall be comprised of the following, all of which shall have voting privileges except the Chaplain:
- Each elected Officer as specified herein.
- The immediate past president (“Immediate Past President”).
- A regional director (“Regional Director”) from each of the regions as specified herein.
- Such additional directors (“Additional Directors”) as may be specified herein.
Section 5.04 Regions: There shall be nine (9) Regional Directors representing the following regions:
- Region 1: Florida, Georgia, S. Carolina, N. Carolina, US Virgin Islands, Puerto Rico
- Region 2: Maryland, Ohio, Kentucky, Virginia, West Virginia and District of Columbia
- Region 3: Delaware, New Jersey, New York and Pennsylvania
- Region 4: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont
- Region 5: Illinois, Indiana, Missouri, Michigan and Iowa
- Region 6: Alabama, Louisiana, Mississippi, Arkansas and Tennessee
- Region 7: Texas, Oklahoma, New Mexico and Arizona
- Region 8: Minnesota, N. Dakota, S. Dakota, Wisconsin, Montana, Nebraska, Wyoming, Colorado, Utah and Kansas
- Region 9: Alaska, Idaho, Nevada, California, Hawaii, Oregon and Washington
Section 5.05 Additional Directors: The Additional Directors shall be as follows:
(a) Chiefs’/Sheriffs’ Representative
(b) Educators’ Representative
(c) Chaplain, who shall be designated from among the officers and directors
The Chiefs’/Sheriffs’ Representative must hold the rank of “Chief” or “Sheriff” for a Law Enforcement Agency in order to hold their respective positions. In the event the individual ceases to hold that rank, he or she shall immediately forfeit his or her position.
The Educators’ Representative must be a fulltime educator. In the event the individual ceases to be a fulltime educator, he or she shall immediately forfeit his or her position.
The board may reappoint the chief/sheriff, or educator representative every two years.
The positions on the Board to be removed shall be by attrition upon the expiration of the term of office as set forth in these by-laws. The Chaplain shall remain on the Board until he determines his retirement.
Section 5.06 Appointment of Additional Directors:
The Board may appoint additional directors for such term and for such purpose as the Board may determine. Any such appointments may be with or without the power to vote as the Board may determine.
Section 5.07 Executive Committee:
(a) The elected officers (“Officers”) and the Immediate Past President of NASRO shall serve as the executive committee (“Executive Committee”) who may act in the best interests of NASRO between regular meetings of the Board with specific power to act with the full power of the Board on any matter that needs immediate action or response, except to fill a vacancy on the Board of Directors.
Section 5.08 Election, Designation and Term of Office:
(a) All Officers shall be elected at an annual meeting. Officers and Directors shall hold office until the expiration of their term of office. The office of president (“President”) and 1st vice-president (“1st Vice President”) of NASRO shall be filled by progression of the chair of office by succession. Each term of office, whether by election or succession, shall be for two (2) years. The offices of secretary (“Secretary”) and treasurer (“Treasurer”) shall be by election. The offices of 2nd Vice President and the Treasurer shall be elected on even numbered years; and the office of Secretary shall be elected on odd numbered years. The President may not seek, or be appointed to, an officer position in the Association for a period of four (4) years after serving as President.
- Regional Directors shall be elected by the Regular Members residing in the region and that Regional Director must be a sworn law/commissioned enforcement officer and reside in the region when elected. Regional Directors will be elected for a two (2) years term or until their successor is elected or appointed. Any Regional Director may seek an office in NASRO provided the requirements of the bylaws are met. Regional Directors from even numbered regions shall be elected on even numbered years; and Regional Directors from odd numbered regions shall be elected on odd numbered years.
- In order to be eligible to hold office as an Officer or Regional Director, an individual must be a Regular Member employed or appointed as a School Resource Officer (or substantially similar position) or a SRO supervisor. In the event the individual ceases to be employed or appointed as a School Resource Officer (or substantially similar position) or a SRO supervisor, the individual shall promptly notify the President of his or her status. If the individual is an Officer, he or she may continue in office, including progression to the office of past-president, if approved by as a super majority (2/3rd) of the members of the Board of Directors shall determine, but in no event beyond the office holder’s current term of office.
Section 5.09 Vacancies on the Board:
- Events Causing Vacancies: A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) the death or resignation of any Board member; (ii) the declaration by resolution of the Board of a vacancy in the office of a Board member who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty. Appointed Board members pursuant to section 7.03 may be removed from the Board by a majority vote of the Board.
- Resignation: Except as provided below, any Board member or Officer may resign by giving written notice to the chairman of the Board, if any, or to the President or the Secretary of the Board. The resignation shall be effective when notice is given unless it specifies a later time for the resignation to become effective. If a Board member or Officer’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.
- Appointments: In the event any Board position becomes vacant upon a resignation of a Board member or any circumstances described in section 5.06(a), not effective at a later time, the President may recommend a duly qualified candidate to fill the vacant term of office subject to approval by the Board.
Section 5.10 Board of Director Meetings: The Board shall hold a regular meeting annually for purposes of organization and transaction of other business. Other regular meetings of the Board may be held at such time and place as the Board or Executive Committee may fix from time to time.
- Special meetings of the Board for any purpose may be called at any time by the President or by a majority of the Board upon giving written notice to the other Board members. Notice of the time and place of special meetings shall be given to each Board member by one of the following methods: (a) by personal delivery of written notice; (b) by first class mail, postage prepaid; (c) by telephone, either directly to the member or to a person at the Board member’s office who would reasonably be expected to communicate that notice promptly to the member; or (d) by electronic mail. All such notices shall be given or sent to the Board member’s address, including e-mail address or telephone number as shown on the records of NASRO.
- Notices sent by first class mail shall be deposited in the United States mails at least fourteen (14) days before the time set for a special meeting of the Board. Notice given by personal delivery, telephone or electronic mail or fax shall be delivered at least 14 days before the time set for the meeting. The notice shall state the time of the meeting, and the place if the place is other than the Office of the corporation. Notice of a special telephonic (conference) meeting of the Board shall be given to Board members at least 48 hours prior to the Board meeting, and to Executive Committee members at least 24 hours prior to an Executive Committee meeting.
- Notice of a meeting need not be given to any Board member who, either before or after the meeting signs a waiver of notice or a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of the meeting need not be given to any Board member who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 5.11 Quorum: A majority of the Board present at a regular or special meeting shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the Board members present at a duly held meeting at which a quorum is present shall be the act of the Board, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Board member has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation and appointment to committees of the Board, and (d) indemnification of Board members. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Board members, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. A majority of the Board members present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 5.12 Action Without A Meeting: Any action that the Board is required or permitted to take may be taken without a meeting if a majority of the members of the Board consent in writing or by electronic mail to the action, provided, however, that the consent of any Board member who has a material financial interest in a transaction to which NASRO is a party shall not be required for approval of that transaction. Such action by written consent or electronic mail shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 5.13 Compensation and Reimbursement: Officers may receive such compensation, if any, for their services as Officers, and such reimbursement of expenses, as the Board may determine by resolution to be just and reasonable as to NASRO at the time that the resolution is adopted.
ARTICLE VI COMMITTEES
Section 6.01 Committees of the Board: The Board, by resolution adopted by a majority of the Board members, provided a quorum is present, may create one or more committees, each consisting of two or more Board members. Appointments to committees of the Board shall be made by the President and approved by majority vote of the Board. The President may appoint one or more Board members as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, may exercise the power of the Board, except that no committee, regardless of Board resolution may:
- Fill vacancies on the Board or on any committee that has the authority of the Board.
- Fix compensation of the Board members for serving on the Board or on any committee;
- Amend or repeal bylaws or adopt new bylaws;
- Amend or repeal any resolution of the Board that, by its express terms, is not so amendable or repealable;
- Create any other committee of the Board or appoint the members of committees of the Board;
- Expend corporate funds to support a nominee for office after more people have been nominated for office than can be elected; or
- Approve any contract or transaction to which NASRO is a party and in which one or more of its Board members has a material financial interest.
- Notwithstanding any provision of these bylaws to the contrary, the President, as chief executive officer of NASRO, and with the concurrence of a Vice President, may appoint or designate a member of the Board to serve as an alternate or substitute member of a committee of the Board when and to the extent that such appointment is needed to expedite an emergency project of NASRO, and no meeting of the Board is planned at such time as to allow a delay of such appointment to a committee.
Section 6.02 Meetings and Actions of Committees: Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.
ARTICLE VII OFFICERS
Section 7.01 Officers: The Officers of the corporation shall be a President, a 1stVice President, 2nd Vice President, a Secretary, a Treasurer and the Immediate Past President. The corporation may also have, at the Board’s discretion, more than two vice presidents; one or more assistant secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with Section 7.03 of these bylaws. No member of the Board may concurrently serve in any other office.
Section 7.02 Election, Designation, and Term of Office: All Officers, except those appointed pursuant to Section 7.03, shall be elected by the Regular Members by electronic vote or at an annual meeting NASRO. Officers shall hold office until the expiration of their term of office. The office of President and 1st Vice President of NASRO shall be filled by progression of the chairs of office by succession. Each term of office, whether by election or succession, shall be for two (2) years. The offices of 2nd Vice President, Secretary, and Treasurer shall be by election.
Section 7.03 Other Officers: The Board may appoint any other officers, including assistant officer positions that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in these bylaws or determined by the Board.
Section 7.04 Removal or Suspension of Officers, Board Members, or Regular Members:
- An Officer, Board Member, or Regular Member can be suspended or expelled from NASRO for good cause provided he or she is given notice of the proceedings against him or her, and an opportunity to be heard in his or her own defense at a regular or special meeting of the Board. A quorum of Board Members must be present and decisions will be made by a majority vote of the members present. Each Board Member present shall have one vote on the question of suspension or expulsion. Voting by proxy shall not be permitted.
- Proceedings under this section shall be initiated by resolution of the Board or, on the failure of the Board to act, by petition signed by at least ten (10) percent of the Regular Members of NASRO presented to the President or Secretary. On adoption of the resolution or receipt of the petition, as the case may be, the President or Secretary shall schedule the matter to be heard at the next regular or special meeting of the Board. The Secretary, or other person appointed by the President for this purpose, shall deliver, at least fifteen (15) calendar days prior to the date of the hearing a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject officer or director either in person, by email, or by United States mail addressed to him or her at his or her address as it may appear on the books of the corporation.
- The hearing shall be informal and shall be presided over by the President of NASRO or other person designated by the Board who shall read the charges against the subject Officer, Board member, or Regular Member, allow statements by Regular Members, Officers, or Board Members and, in the sole discretion of the Board, others who may have relevant knowledge of the facts and circumstances at issue, and allow the subject member to make a statement on his or her own behalf.
- The Board’s vote in imposing discipline, terminating membership, or dismissing the matter shall be final.
An expelled Officer, Board member, or Regular Member shall not be eligible for reinstatement or readmission to NASRO.
- “Good cause” as used herein requires that the Officer, Board member or Regular Member has failed or continues to fail to abide by the articles of incorporation or bylaws NASRO, or with the policy or procedures established by Board, or have committed an act or is in the course of committing some act or acts prejudicial to the organization or purposes of NASRO or its members, or who has breached his or her fiduciary duty to NASRO.
- All benefits afforded to the Regular Member shall cease on his or her expulsion.
Section 7.05 Resignation of Officers: Any Officer may resign at any time by giving written notice to NASRO. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of NASRO under any contract to which the Officer is a party.
Section 7.06 Vacancies in Office: A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointment to that office, provided, however, that vacancies need not be filled on an annual basis.
Section 7.07 President: Subject to the oversight by the Board, the President shall be the Chairman of the Board of NASRO. The President shall preside at all Board meetings and shall have such other powers and duties as the Board or bylaws may prescribe.
Section 7.08 Executive Director: Subject to the oversight by the Board, the executive director (“Executive Director”) shall be the general manager of NASRO and shall oversee, direct, and be accountable for the financial management, marketing, operations, events, membership development, and staff leadership of NASRO, pursuant to the express authority granted to the Executive Director by the Board.
Section 7.09 1st and 2nd Vice President: If the President is absent or disabled, the 1st Vice President shall perform all duties of the President. When so acting, the 1st Vice President shall have all powers of and be subject to all restrictions on the President. The Vice Presidents shall have such other powers and perform such other duties as the Board or these bylaws may prescribe. The 2nd Vice President shall perform those tasks and serve on such committees as the President or the Board shall direct.
Section 7.10 Secretary:
- Books of Minutes: The Secretary shall keep or cause to be kept, at the Office or such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board, and of committees of the Board. The minutes of the meeting shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice given, the names of those present at the Board or committee meetings. The Secretary shall keep or cause to be kept, at the Office, if any, a copy of the articles of incorporation and bylaws, as amended to date.
- Notices, Seal and Other Duties: The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 7.11 Treasurer:
- Books of Accounts: The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The Treasurer shall send or cause to be given to the Regular Members such financial statements and reports as are required to be given bylaw, by these bylaws, or by the Board. The books of account shall be open to inspection by any Regular Member, in good standing, at all reasonable times, upon written request at regular scheduled Board meetings or the Office.
- Deposit and Disbursement of Money and Valuables: The Treasurer shall deposit, or cause to be deposited, all money and other valuable in the name and to the credit of NASRO with such depositories as the Board may designate, shall disburse NASRO’s funds as the Board may order, shall render to the President, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of NASRO, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
- Bond: If required by the Board, the Treasurer shall give NASRO a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to NASRO of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.
ARTICLE VIII ELECTION OF OFFICERS AND DIRECTORS
Section 8.01 Election of Directors: Each Regional Director shall be elected to a two (2) year term of office. All Regular Members, in good standing within the designated region, shall elect their Regional Director by mailed ballot returnable to the person or committee designated by the Board.
Section 8.02 Nominations: A Regular Member, in good standing, may nominate a candidate for Regional Director for his or her region, which nomination must be accepted by the nominee, in writing, to the chairman of the election committee (“Election Committee”) or the Secretary on or before April 1stof any election year.
Section 8.03 Notice and Balloting: Whenever a regional office for election is challenged, a biography, photograph and campaign platform, if any, of each candidate will be mailed with ballots to those Regular Members entitled to vote. Ballots will be mailed to the last known business address of each Regular Member in good standing, together with a pre-printed return envelope at least forty-five (45) days prior to the annual meeting of the membership, which ballots must be returned within fifteen (15) days of the annual meeting. Electronic voting and notices may be utilized, if approved by the board, consistent with Florida law.
Section 8.04 Certification of Election: The Elections Committee shall be responsible to count all ballots returned within the time prescribed by these bylaws, and shall certify each election for office. Elected Officers shall assume their office upon the adjournment of the annual meeting.
Section 8.05 Election of Officers: Each Officer, except those who take office by succession, shall be nominated and elected by written ballot for a two-year term. Nomination for office shall be made by a Regular Member in good standing and shall be accepted by the nominee, in writing, to the chairman of the Elections Committee or the Secretary and shall meet all other requirements required by the bylaws or the policy and procedures of NASRO before the nomination can be accepted. Officers, other than Regional Directors, shall be elected by ballot at the annual meeting of the Regular Members. Sections 8.02, 8.03 and 8.04 of these bylaws shall also apply to the election of Officers. With the exception of the initial Officers of NASRO, in order to be elected as an Officer of NASRO, a Regular Member must have served one full term as a Regional Director at the time of assuming his/her new office.
ARTICLE IX INDEMNIFICATION
Section 9.01 Right of Indemnity: To the fullest extent permitted bylaw, the Board may, in its sole discretion, indemnify its Board members, Officers, employees, and other persons described in these bylaws including persons formerly occupying any such position, against all expenses, judgments, settlements and other amounts actually and reasonably incurred by them in connection with any claim or administrative or legal proceeding as that term is generally used while acting in their official capacity on behalf of NASRO, or in connection with their position as a Board member, Officer, employee or other person described in these bylaws and including an action by or in the right of NASRO, by reason of the fact that the person is or was a person described in any such claim, action or cause of action, so long as the person did not act in a grossly negligent manner, or in a willful and wanton manner, or in violation of state or federal criminal law.
Section 9.02 Approval of Indemnity: On written request of the Board by any person seeking indemnification, the Board shall promptly determine whether an acceptable standard of conduct has been met and may thereafter authorize indemnification. If the Board cannot authorize indemnification because the number of Board members who are parties to that proceeding with respect to which indemnification is sought prevents the formation of a quorum of Board members who are not parties to that proceeding, the Board shall appoint a committee of non-party members to examine the facts and evidence and make a determination whether the applicable standard of conduct has been met and if, so, the committee shall authorize indemnification.
Section 9.03 Advancement of Expenses: To the fullest extent permitted bylaw and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 9.01 and 9.02 of these bylaws in defending any proceeding covered by those Sections shall be advanced by NASRO before final disposition of the proceeding, on receipt by NASRO of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by NASRO for those expenses.
Section 9.04 Insurance: The Board shall have the right to purchase and maintain insurance to the full extent permitted bylaw on behalf of its Officers, Board members, members, employees, and other agents, against any liability asserted against or incurred by any Officer, Board member, member, employee, or agent in such capacity or arising out of the Officer’s, Board member’s, member’s, employee’s or agent’s status as such.
ARTICLE X RECORDS AND REPORTS
Section 10.01 Maintenance of Corporate Records:
The corporation shall keep:
- Adequate and correct books and records of account;
- Written minutes of the proceedings of its Board and committees of the Board;
- A record of each person’s name and address who is associated with NASRO as Board member, officer, member, employee or agent.
Section 10.02 Accounting Records and Minutes: A financial report and the minutes of the Board will be available for inspection by the Regular Members at the annual meeting. In its sole discretion, the Board may also choose to provide financial information to the Regular Members through periodic mailings or through the official publication of NASRO.
Section 10.03 Maintenance and Inspection of Articles and Bylaws: NASRO shall keep at its Office, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by any Regular Member at all reasonable times during office hours.
Section 10.04 Annual Reports: The Board shall cause an annual report to be sent to the Officers and Directors within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:
- The assets and liabilities, including the trust funds of NASRO as of the end of the fiscal year.
- The principal charges in assets and liabilities, including trust funds.
- The revenue or receipts of NASRO, both restricted and unrestricted to particular purposes.
- The expenses or disbursements of NASRO for both general and restricted purposes.
The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized Officer of NASRO that such statement were prepared without audit from NASRO’s books and records.
ARTICLE XI CONSTRUCTION AND DEFINITIONS
Section 11.01 Governing Law: Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Florida Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
Section 11.02 High Vote Requirement: If any provision of these bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed except by that greater vote.
ARTICLE XII BYLAW AMENDMENTS
Section 12.01 Adopt, Amend or Repeal Bylaws: The Board may adopt, amend, or repeal bylaws at any regular or special meeting provided timely written notice is given to each member of the Board, together with a statement of the subject area of the bylaws to be considered for adoption, amendment or repeal.
ARTICLE XIII FISCAL YEAR
Section 13.01 The fiscal year of the Association shall be October 1 – September 30 of each year.
ARTICLE XIV CERTIFICATE OF SECRETARY
I certify that I am the duly elected or acting Secretary of National Association of School Resources Officers Inc., a Florida not for profit corporation, that the above bylaws are the bylaws of this corporation as originally adopted by the Board of Directors on August 2, 1991, as amended from time to time by the Board of Directors.
Dated this 31st day of July, 2010
William Deckard, Secretary