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Texas Association of Hostage Negotiators
By-Laws
P.O. Box 175321 Arlington, Texas 76003
(817) 419-7414 Fax: (817) 419-7758
ARTICLE I NAME
This corporation shall be known as the Texas Association of Hostage Negotiators, and may be referred to as TAHN.
ARTICLE II OFFICES
The principal office of the corporation is located in Arlington, Tarrant County, Texas at P.O. Box 175321 Arlington, Texas 76003
The board of directors may change the principle office from one location to another and such change of address shall not be deemed, nor require, an amendment of these by-laws.
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
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 negotiators 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
The Board of Directors of TAHN shall consist of no more than thirteen elected or appointed persons. All members of the Board of Directors may be referred to by their title or by the term Director. The board shall be elected by a vote of the general membership every two years. Their term in office shall be for two years from January 1 to December 31 of the second year, or until their successors are elected. The board shall elect persons from time to time to fill vacancies on the board. The board may appoint additional persons as non-voting members who will act in an advisory capacity. Nothing herein contained will require the board to accept the advice of such advisors.
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. No purchases or expenses over $200.00 may be incurred in the name of the corporation without the approval of the board. 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 ratified by the board.
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.
A director may be removed from office if a resolution to that effect is duly presented at any meeting. Second, is subject to discussion by those present to be approved by at least two thirds of the total directors then in office. No director shall vote by proxy.
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 brought forward by the board except to break a tie.
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.
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.
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.
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.
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.
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.
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 one year unless extended by the Board.
ARTICLE V OFFICERS
The officers of this corporation shall be President, Vice President-Membership, Vice President- Public Relations, Vice President-Training, Secretary, and Treasurer. Any vacancies shall be filled by the board of directors on the recommendation of the President. The Chain of Command for the board of directors is as followed: President, Vice President - Membership, Vice President - Public Relations, Vice President - Training, Secretary, and Treasurer. In the absence of the president at scheduled meetings, the next Board Member in the Chain of Command shall preside at that meetings. 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
On or before August 1st of every other year the president shall, with the approval of the board, appoint an election committee consisting of a Vice President and at least two other non-board members. The election committee shall notify the directors at least fourteen days prior to the November conference when the elections are to be held.
The election process shall begin as part of the annual conference every other November, and ballots sent by mail following the conference. The chairman of the election committee shall read the report of the election committee and any other nominations, provided for hereinafter, and conduct the electors. Other nominations may be made 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 days prior to such meeting. Other nominations may be made from the floor. In the event a conference during an election year is not held for any reason, the
election process shall still begin in November. The counting of ballots shall be conducted by a Justice of the Peace or other credible community member selected by the election committee. The ballots will be counted no later than the third week of December.
All persons elected shall assume office on January 1st following such election and shall serve until December 31, every other year.
ARTICLE VII MEETINGS
1. Regular board meetings of the Texas Association of Hostage Negotiators 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. Board meeting times and locations shall be posted on the association web site.
2. The board may elect to hold one annual statewide meeting which shall be open to all members. This meeting may be scheduled at the annual conference. Dates and locations of these yearly meetings shall be determined by the board of directors, and may include an open forum for the general membership.
3. 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 DISSOLUTION OF CORPORATION
Notwithstanding any other provisions of these articles, the corporation shall not carry any other activities not permitted to carry out on (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.
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 IX STANDING COMMITTEES
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 annual meeting in January every other year.
ARTICLE X FISCAL YEAR
The fiscal year of the corporation shall be from January 1 to December 31.
ARTICLE XI BUDGET
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 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.
Each regional Vice President is authorized $1500 per year to be used in conducting training in their area. Additional funds may be approved as required.
ARTICLE XII MEMBERSHIP
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.
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.
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 Members may be elected or appointed to vacant office positions and have full voting rights.
Associate Membership
An associate member shall be any person who is not directly associated with a hostage crisis negotiation unit and demonstrates a bonafide interest in the furtherance of the profession. Associate Members do not have any voting right and cannot hold any board position.
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.
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 XIII AMENDMENTS
Any amendments to these by-laws may be adopted by at least two-thirds of the total membership present at any meeting, provided notice of the proposed amendment and the date of such meeting shall have been given to the entire membership at least two weeks prior thereto. Notice may be given in person, by telephone, mail, e-mail, or other approved means.
Amended on 03-18-2006
Approved by unanimous vote at the March 18, 2006 TAHN Board Meeting.
Download a copy of the By-laws.
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