Texas Association of Hostage Negotiators
By-Laws
9060 Teasley Lane Denton, Texas 76210
P.O. Box 175321 Arlington, Texas 76003
(817) 419-7414 Fax:
(817) 419-7758
ARTICLE I NAME
1.1 This corporation shall be known as the Texas Association of
Hostage Negotiators, and may be referred to as TAHN (hereinafter the
“Corporation” or “TAHN”).
ARTICLE II OFFICES
2.1 The principal office of the Corporation is located in
Denton, Denton County at 9060 Teasley Lane, Denton, Texas 76210 with a Post
Office Box in Arlington, Tarrant County, Texas at P.O. Box 175321 Arlington,
Texas 76003 [TBOC Sec. 5.201(c)].The Board of Directors may change the principal
office from one location to another and such change of address shall not be
deemed, nor require, an amendment of these by-laws.
2.2 The Corporation may also have offices at such other places,
within or without its state of incorporation, where it is qualified to do
business, as its business and activities may require, and as the Board of
Directors may, from time to time, designate.
ARTICLE III NON-PROFIT PURPOSES
3.1 This Corporation is organized and operated as a non-profit
corporation under the laws of the State of Texas for the benefit of
hostage/crisis negotiation professionals, promotion of the profession, Training
and Education of individuals involved and related to hostage/crisis negotiations
and other similar non-profit purposes. Any income received shall be applied only
to the non-profit purposes and objectives of the corporation and no part of the
income shall inure to the benefit of any officer or director of the Corporation.
It shall operate strictly within the requirements of section 501 (c) (3) of the
Internal Revenue Code and the laws of Texas governing such corporations. Should
this Corporation ever dissolve, its assets shall be turned over to a similarly
organized entity exempt under section 501 (C) (3) of the Internal Revenue Code.
ARTICLE IV BOARD OF DIRECTORS
4.1 The Board of Directors of TAHN shall consist of no more
than fourteen (14) elected or appointed persons. All members of the Board of
Directors shall also be an officer and may be referred to by their office title
or by the term Director.
4.2 Staggered Board. The terms of the Directors shall be
staggered in accordance with the following provisions: The Directors on the
fourteen (14) member Board of Directors shall be divided into two (2) groups,
with the first group containing (7) Directors (the “Even Year Elected
Directors”) to hold the offices listed below, and the second group containing
seven (7) Directors (the “Odd Year Elected Directors”) to hold the offices
listed below. In order to achieve this rotation, the terms of the service for
the Even Year Elected Directors shall be altered to one (1) year during the 2009
elections following these bylaws being accepted. (The two year voting cycle for
Even Year Elected Directors will commence with the 2010 election.) Further terms
for existing or new Board Members shall continue to follow the established
pattern until further notice.
Even Year Elected
Directors Odd Year Elected
Directors
President
Vice President – Membership
Vice President – Public
Relations Vice President –
Training
Secretary
Treasurer
Regional Vice President – Region 1 Regional
Vice President – Region 2
Regional Vice President – Region
3 Regional Vice President – Region 4
Regional Vice
President – Region 5 Regional Vice President – Region
6
Vice President– Corrections Training Vice President –
Corrections Training
North South
4.3 All members of the Board of Directors shall be elected by a
vote of the general membership with voting rights. Except as provided in
Sections 4.2 and 4.4, each director’s term in office shall be for two years from
January 1 to December 31 of the second year after such director’s election, or
until his or her successor has been elected.
4.4 With the exception of a candidate for an
Even Year Elected Director position in the first round of voting (who shall be
elected for only 1 year in the 2009 election) persons elected as Directors shall
be elected for a term of two (2) years to succeed those whose terms expire.
Despite the expiration of his or her term, a Director continues to serve until
his or her successor is elected and qualified. Except as otherwise provided
herein, a member of the Board of Directors shall be eligible to run for a new
term on the Board of Directors immediately after the expiration of his or her
previous term.
4.5 The Board of Directors may elect persons from time to time
to fill vacancies on the Board for the unexpired term of such vacancy.
4.6 The Board may appoint additional persons as non-voting
members who will act in an advisory capacity (“Board Advisors”). Nothing herein
contained will require the Board to accept the advice of such advisors.
4.7 The Board of Directors shall have control and management of
the Corporation's activities, finances, disbursements, policies, disciplining of
members, removing of Directors, and generally supervise the affairs of the
Corporation.
Except as set forth herein, no purchase or expense may be
incurred in the name of the Corporation by any person without the approval of
the Board of Directors. At or before the first meeting of the Board of
Directors of each calendar year, the Board shall determine the expenditure
amount for the current year up to which purchases or expenses by officers and
directors of the Corporations may be incurred in the name of the Corporation
without the approval of the Board (the “Authorized Expenditure Limit”). In the
event an Authorized Expenditure Limit is not set for any year, such amount shall
be deemed to be $250.00.
Any violations that result in TAHN being liable for
unauthorized purchases or expenses will require reimbursement to TAHN by the
person(s) committing the violation unless the purchase is subsequently approved
and ratified by the Board.
4. 8 The Board of Directors shall customarily meet as needed on
a date fixed at the previous meeting of the Board. In the event of a change of a
day or place normally used for such meetings the Secretary or President shall
notify all Directors of such change. Meetings should be planned to last no
longer than necessary. Any business conducted by the Board requires a majority
vote of those present for approval.
4. 9 A Director may be removed from office if a resolution to
that effect is duly presented at any scheduled meeting, subject to discussion by
those Directors present at said meeting, and approved by at least two-thirds of
the total Directors then in office. No Director shall vote by proxy on the
removal of any other Director.
ARTICLE V OFFICERS
5.1 The Officers of this Corporation shall be President, Vice
President-Membership, Vice President- Public Relations, Vice President-Training,
Secretary, Treasurer, Regional Vice Presidents and Correction Vice Presidents,
such offices being held by members of the Board of Directors as elected by the
membership with voting rights in accordance with Section 4.2, Section 4.4 and
Article VI hereof. Other officers and advisors may be appointed as deemed
necessary by the Board of Directors.
5.2 President
The President shall serve as the chief executive officer of the
Corporation, preside at all meetings, be ex-officio member of all committees,
exercise general supervision over affairs of the Corporation, perform such other
duties as are ordinarily incumbent upon a President. The President does not vote
on issues presented for a vote except to break a tie.
5.3 Vice President-Membership
The Vice President-Membership is responsible for processing and
maintaining a membership database and for being a point-of-contact for member
relations.
5.4 Vice President-Public Relations
The Vice President-Public Relations shall be responsible for
disseminating information to the membership. This may be conducted through
e-mail, web site, newsletter or other method at the discretion of the director.
5.5 Vice President-Training
The Vice President of Training shall keep up with regional
training and assist when needed. They will also assist with training being
conducted at the annual conference; ie. subject matter, personnel, and any other
matters associated with training around the state.
5.6 Secretary
The secretary shall keep and maintain all records and minutes
of the Corporation, send out notices of meetings and generally perform such
duties as are incumbent upon a secretary.
5.7 Treasurer
The Treasurer shall have custody of funds of the Corporation
which he or she shall promptly deposit in the depository approved by the Board
of Directors, disburse funds to meet authorized obligations of the corporation,
make and submit regular financial statements in the form, manner and frequency
required by the Board of Directors, prepare the annual Form 990 required by the
Internal Revenue Service and perform such other duties as are incumbent upon
Treasurer. The Treasurer shall be bonded.
5.8 Regional Vice Presidents
The Regional Vice Presidents will be responsible for the TAHN
members in their region as defined by the Board of Directors. Each year, they
are responsible for providing a minimum of three 8 hour training sessions for
members in their region. They are also responsible for seeking out new members
for TAHN from their region.
To be provided
5.10 Advisors
TAHN Advisors are non-voting members who are appointed to the
Board and who will act in an advisory capacity. Their term of appointment will
be two years unless extended by the Board.
5.11 Except as set forth in Section 5.12, any vacancy of an
elected office shall be filled for the unexpired term of such office by a
majority vote of the Board of Directors on the recommendation of the President.
5.12 The Chain of Command for the Officers is as followed:
President, Vice President - Membership, Vice President - Public Relations, Vice
President - Training, Secretary, and Treasurer. In the absence of the President
at any scheduled meeting, the next Board Member in the Chain of Command shall
preside at that meeting. In the event that the office of President is vacated
for any reason, the next Board Member in the Chain of Command shall become
interim president until a new President is elected by the Board of Directors.
ARTICLE VI ELECTION PROCEDURES
6.1 On or before August 1st of every other year the President
may, with the approval of the Board of Directors, appoint an election committee
for the purpose of presenting a slate of nominees for the upcoming election.
The election committee shall consist of a Vice President, who shall act as
chairman, and at least two other non-board members. The election committee shall
notify the Board of Directors of the nominee slate at least fourteen (14) days
prior to the November conference when the elections are to be held.
6.2 Nominations in addition to the nominee slate compiled by
the election committee may be made by any voting member by submitting the
name(s) of the person(s) and the office to which they are to propose for
election to the Secretary at least three (3) days prior to such November
conference meeting when the elections are to be held.
6.3 Any other nominations may be made from the floor at the
proper time during the November conference.
6.4 The election process shall begin as part of the annual
conference every other November, and ballots sent by mail following the
conference to all voting members of record as of the last day of said
conference. The chairman of the election committee shall read the report and
present the nominee slate of the election committee and any other nominations,
as provided for in Section 6.2 hereof, and open the floor for final nominations,
as provided for in Section 6.3 hereof, after which nominations will be closed.
Thereafter the chairman of the election committee shall conduct the
elections.
6.5 In the event a conference during an election year is not
held for any reason, the election process shall still begin in November with the
nominee slate of the election committee and any other nomination, as provided
for in Section 6.2 hereof, being submitted to the Secretary by no later than
November 1st of such year (the “Nominee Date”). Ballots will be sent by mail on
or before November 30th of such year to all voting members of record as of the
Nominee Date.
6.6 The counting of ballots shall be conducted by a Justice of
the Peace or other non-interested credible community member selected by the
election committee. The ballots will be counted no later than the third week of
December.
6.7 Except as set forth in Section 4.4 or as otherwise herein
provided, all persons elected shall assume directorship/office on January 1st
following such election and shall serve until December 31st, every other year.
ARTICLE VII MEETINGS
7.1 Regular Meetings. Regular board meetings of the
Corporation may be held once each month within the various regions of the state.
Meetings may be held at host agencies or any other suitable locations as
selected by the Board. Meetings may be conducted by teleconference or
videoconference. All regular scheduled board meetings not being conducted by
teleconference or videoconference shall be open to the general membership. Times
and locations of regular meetings shall be posted on the Corporation web site at
least thirty (30) days in advance of the meeting.
7.2 Annual Meeting. The Corporation shall hold one annual
statewide meeting which shall be open to, and for the benefit of, all members.
This meeting may be scheduled at the annual conference. Dates and locations of
these annual meetings shall be determined by the Board of Directors, and may
include an open forum for the general membership.
7.3 Special Meetings. The President may call a special
meeting of the Board of Directors in the event of an emergency to transact
non-regular business. Notice of such special meeting may be made in person, by
telephone, mail, e-mail, or other approved means to each Director at least three
days in advance of such special meeting.
ARTICLE VIII STANDING COMMITTEES
8.1 There shall be three standing committees: Membership,
Training, and Public Education. The Membership Vice President shall be in charge
of fund raising. The other two Vice Presidents shall be in charge of one of the
other standing committees. The President shall designate the responsibilities
for each Vice President at the first regular Board meeting in January every
other year.
ARTICLE IX FISCAL YEAR
9.1 The fiscal year of the Corporation shall be from January 1 to
December 31.
ARTICLE X BUDGET
10.1 The President shall present a budget to the Board of
Directors at the March meeting each year. The Board shall make any necessary
changes and approve a budget for the then-current fiscal year. Amendments may be
made to the budget from time to time at any regular or emergency meeting of the
Board of Directors.
10.2 Each regional Vice President shall be authorized an annual
budget to be used in conducting training in their area. Additional funds may be
approved as required.
ARTICLE XI MEMBERSHIP
11.1 Membership in TAHN shall consist of men and women of good
character and community standing who are professionals involved in the practice
of Hostage/Crisis Negotiations and intervention and who are not rejected for
membership by the Board of Directors of TAHN, with or without cause. In the
absence of such rejection, the Board of Directors shall approve all persons
applying for membership.
11.2 Regular Membership.
A regular member shall be any Texas resident who is directly
associated with a hostage / crisis negotiation unit. Regular members have voting
rights and are eligible to be elected or appointed to any TAHN office.
Those persons who are members of TAHN at the time of its
incorporation shall be known as charter members.
11.3 Honorary Life Membership.
An Honorary Life Membership may be awarded to persons who have
demonstrated exemplary contributions to the field of hostage / crisis
negotiations. Persons eligible for this category shall be nominated by an active
member of TAHN. Approval requires a majority vote of the Board of Directors.
Honorary Life Member may be elected or appointed to vacant office positions and
have full voting rights.
11.4 Associate Membership.
An associate member shall be any person who, although is not
directly associated with a hostage crisis negotiation unit in Texas,
demonstrates a bona fide interest in the furtherance of the profession.
Associate Members do not have any voting right and cannot hold any board
position or office.
11.5 Dues. Membership dues will be established annually
by the Board of Directors. Membership goes into effect January 1st and ends
December 31 of each year. Members joining throughout the year will only receive
membership privileges through the end of that year. No pro-rated dues will be
given.
11.6 Ethical Conduct. Each individual member shall, at all
times, conduct himself or herself with integrity, and in a manner to reflect
credit upon the profession of law enforcement and the Texas Association of
Hostage Negotiators.
ARTICLE XII DISSOLUTION OF CORPORATION
12.1 Notwithstanding any other provisions of these articles,
the Corporation shall not carry out any other activities not permitted to be
carried out (a) by a corporation exempt from federal income tax under section
501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions
of any future United States Internal Revenue Law) or (b) by any corporation
contributions to which are deductible under section 170(c) (2) of the Internal
Revenue Code of 1986.
12.2 Distribution of Assets upon Dissolution. Upon the
dissolution of this Corporation, assets shall be distributed for one or more
exempt purposes within the meaning of section 501 (c) (3) of the Internal
Revenue Code or shall be distributed to the federal government, or to the state
or local government, for a public purpose. Any such assets not so disposed of
shall be disposed by the court of common pleas of the county in which the
principal office of the Corporation is located, exclusively for such purposes or
to such organization or organizations, as said court shall determine which are
organized and operated exclusively for such purposes.
ARTICLE XIII AMENDMENTS
13.1 Any amendments to these by-laws may be adopted by at least
two-thirds of the total membership with voting rights present at any meeting
open to all members, provided notice of the proposed amendment and the date of
such meeting shall have been given to the entire membership (with voting
rights) of record at least two weeks prior thereto. Notice may be given in
person, by telephone, mail, e-mail, or other approved means.
By-Laws
