POLICE CHIEFS ASSOCIATION OF SOUTHEASTERN PENNSYLVANIA,

 INCORPORATED
CONSTITUTION AND BY-LAWS

PASSED BY MEMBERSHIP (April 14, 2016)


CONSTITUTION

ARTICLE I:               Name and Object

Section 1.    The name of this body shall be the Police Chiefs Association of Southeastern Pennsylvania, Incorporated under the laws of Pennsylvania.

Section 2.     The purposes for which this Association is organized are to secure a closer official and personal relationship among police officials throughout Philadelphia, Bucks, Chester, Delaware, Lehigh, and Montgomery counties of the Commonwealth of Pennsylvania, and provide future leadership to the Pennsylvania Chiefs Association to secure unity of action in police matters; to elevate the standards of police institutions; to adopt humane efforts in enforcement of laws; to devise and suggest means for the advancement and perfection of a uniform police system; to promote the advancement of procedures and policies pertaining to the prevention and detection of crime, and the identification and treatment of suspects and prisoners; to encourage and assist Association members, through scholarships and other means, to advance their knowledge and expertise in the law enforcement profession.

ARTICLE II:              Membership

Section 1.          The Association membership shall be divided into four (4) classes: Active, Associate, Life, and Honorary.

Section 2. Active Members shall consist of those who at the time of election to Active membership were actively engaged in law enforcement within the locales as set down in Article I, Section 2, as:

Chief of any Police Department

Director of Public Safety

Head of Plant or Corporate Security Force

District Attorney

Chief of District Attorney's Detectives or County Detectives

Warden of Federal, State, or County Prison

Sheriff

Agent-in-Charge or Head of Federal or State Law Enforcement Agency

Assistant Director of Public Safety

Lieutenant or above in any Police Department

Immediate Supervisory Subordinate(s) of Heads of Plant or Corporate Security Forces

First Assistant District Attorney

First Deputy Chief of District Attorney's Detectives or County Detectives

ASAC's and Immediate Supervisory Subordinates of Federal Law Enforcement Agencies (GS-13 or above)

Heads of Agencies Organizations with joint certification in Pennsylvania and another State.


The Membership Committee will evaluate the qualifications of each candidate proposed for membership and, if necessary, contact the Agency/Department head of the applicant to verify eligibility.

 Section 3.    Associate Members shall consist of others engaged in law enforcement duties; also those whose business or profession brings them into close relationship with the Active membership of the Association. Associate Members shall not be eligible to vote or hold office.

Section 4.     Honorary Members shall consist of those persons selected by the Executive Committee for some outstanding service rendered the Association. Honorary Members shall not be eligible to vote or hold office.

Section 5.            Life membership shall be limited to active members only.

Persons  approved for Active Membership after January 1, 1963, shall automatically become  Life members after completing twenty (20) consecutive years membership.

Life memberships may be granted for some outstanding service, if recommended by the Executive Committee.

A President of this Association who has not been the recipient of a Life membership shall be presented with one at the first Annual Assembly following completion of his/her term of office.

Any member of this Association who has paid dues for (10) consecutive years or more, and who is in good moral and financial standing, may if he/she desires, make a cash payment and purchase a paid-up Life membership. Payment would be for that number of years needed to complete twenty (20) years consecutive membership.

Any member, who leaves the area, returns later, submits application to the Membership Committee, and if found qualified, will be accepted back for Membership and their previous years of membership will be counted.

Section 6.            Any member who shall have been convicted by a court of record of the commission of a felony or of a misdemeanor of such nature that shall reflect unfavorably upon this Association and its members, or who has misrepresented his/her title or position when applying for membership, or who engages in such conduct which may be construed as detrimental to the professional standing of the Association, may have his/her membership revoked and his/her name dropped from the membership roll, pursuant to Article VI, Section 1 d. The Executive Committee upon receipt of the findings and recommendations of the Ethics Committee may continue or terminate membership. If the Executive Committee decides to terminate membership, the member shall be notified by regular and certified mail at the address of record. The member shall, upon written request within fifteen (15) days, be afforded the opportunity to appear in his/her own behalf before a special meeting of the Executive Committee. The findings of the Executive Committee will be final.

Section 7. Anyone approved for Active Membership must continue in such enforcement or security position as entitled him/her to be accepted, or one of higher status, for two (2) years or have their Active membership rescinded. The Secretary shall verify said continuity at the expiration of the two year period. If the member has failed to qualify, he/she will have their membership reviewed by the Membership Committee. They shall report their finding(s) and recommendation(s) to the Executive Committee who will determine to retain or terminate membership.

Section 8.  As of January 1, 2008 members of good standing from Southern New Jersey and the State of Delaware shall retain their Active Membership status and all new applicants shall be considered for Associate Membership.

ARTICLE III: Officers

Section 1.   The officers of this Association shall consist of the President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Secretary, and Treasurer. To qualify for the office of Fourth Vice President, the candidate, at the time the oath of office is taken, must have served a minimum of two (2) years on the Executive Committee, and must be actively engaged in law enforcement as described in Article II, section 2.  No more than two (2) members of a department may hold elective offices at the same time. All officers shall hold their respective offices for one (1) year from January 1 to December 31, or until their successors shall be qualified and elected.

  

Section 2.  In order to maintain equitable representation within the officers of this association, each of the counties shall have a member serve as an officer (President or one of the four Vice Presidents) of this association.  Each vacancy at fourth vice president shall first be offered to any county without such representation and if the county has no one qualified under Article III Section 1, or has no one willing to serve, the position would go to the next county due.

 

Section 3.  The Secretary and the Treasurer of the Association shall be appointed by and serve at the discretion of the Executive Committee. The compensation for the position of Secretary and of Treasurer shall be set and periodically reviewed by the Executive Committee. The Secretary and the Treasurer will be recused from these deliberations.  

Section 4.    All officers and Executive Committee members will be fully inducted into office at the Annual Assembly.

ARTICLE IV:             Executive Committee

Section 1.  There shall be an Executive Committee consisting of the President, the Immediate Past President, the four (4) Vice Presidents, the Secretary, the Treasurer, and a minimum of twelve (12) elected Active Members who shall hold office for one (1) year. Eight (8) of these members must be actively engaged in law enforcement, as described in Article II, Section 2. A minimum of two (2) members will be retired (no longer actively engaged in law enforcement as described in Article II, Section 2.)

Section 2.      The Executive Committee shall meet prior to all scheduled regular Association meetings.

Section 3.   Any Active Member currently serving on the Executive Committee, shall indicate, in writing, prior to the September Monthly Meeting, a willingness to accede to the office of Fourth Vice President after having served two (2) years on the Executive Committee.

Section 4.      Effective December 31, 1992, any Retired Member of the Executive Committee, having served in that capacity for four (4) or more consecutive years, may not seek reelection. Thereafter; no Retired Member may serve longer that four (4) consecutive years on the Executive Committee.

Section 5.      A majority of the members of the Executive Committee shall constitute a quorum.     

Section 6.  If the President is otherwise not compensated by his Law Enforcement Agency for attendance at the annual conferences of the International Association of Chiefs’ of Police and Pennsylvania Chiefs’ Association, upon request and approval of the Executive Committee, all authorized expenses will be borne by the Association.

Section 7.       An Executive Committee Member Emeritus may be designated by the Executive Committee in recognition of extraordinary service to the organization while a member of the Executive Committee.  A person designated Executive Committee Member Emeritus may attend meetings of the Executive Committee.  An Executive Committee Member Emeritus will be a non-voting member of the Executive Committee and will not be counted as part of the minimum as described in Article IV, Section 1, and will not count toward the quorum requirement of Article IV, Section 5.

ARTICLE V:  Elections

Section 1.    At the October meeting, the Nominating Committee will report to the Executive Committee on the eligibility qualifications of all persons seeking to be a candidate to elective position and their recommendations as to a proposed slate.

Section 2.      At the October meeting, the Executive Committee shall then select, by proper motion and vote, an endorsed candidate for each elected position.

Section 3.       At the general membership meeting in October, the list of endorsed candidates shall be announced to the membership. Additional nominations shall be accepted from the floor; provided that the nominator produces a statement, signed by the nominee, in which he/she agrees to accept the position and serve if elected. Upon motion and vote, nominations will then be closed. If candidates nominated from the floor are determined to be eligible and qualified by the Nominating Committee, their names shall be added to the proposed slate of nominees and a ballot shall be prepared by the Secretary. (Jan. 10, 1991)

 

Section 4.   The election shall be by ballot only for those office/position vacancies for which there may be more than one (1) candidate, or if there are more than twelve (12; candidates for the members of the Executive Committee, otherwise the Secretary will cast the necessary vote.

Section 5.   If a ballot is required, the Sergeant-at-Arms, with the assistance of no less than two (2) and no more than five (5) tellers (designated by the Executive Committee) will issue a ballot to each qualified Active member; eligible to vote. The determination as to eligibility will be in accordance with the provisions of Article I, Section 5 of the By-Laws. All Officers and Executive Committee members shall be elected by a majority vote of Active Members of the Association, present and qualified to vote.

Section 6.     When the vote is called for, the Presiding Officer shall inquire of the assembly, if everyone who wishes to vote has done so. If no response, he will announce the "polls" as closed and the Sergeant-at-Arms, with the assistance of the tellers, will collect the ballots, tabulate the votes, and report the number of ballots cast, the number of legal votes, and the votes for each candidate in order of the number of votes received without declaring who is elected. The Presiding Officer will accept the report, read again the report, and declare who is elected.

Section 7.       No member may be a candidate for election to more than one position.

ARTICLE VI:             Committees

Section 1.       The President shall appoint at least five (5) and not more than ten (10) members including the Chair, to the following committees for the purpose stated:

a.              Annual Assembly Committee to plan and execute the annual installation of officers ceremony.

b.              Annual Outing Committee to identify, plan and execute an annual fund raising event as the association’s primary fund raising vehicle.

c.              Audit Committee to verify that a proper audit has been made of the books and records of the Secretary and Treasurer, and make a report to the Executive Committee. The First Vice President should be the Chair.

d.              Budget Committee to prepare a budget program to be submitted to the Executive Committee for approval, and followed by the Association. The Second Vice President shall be the Chair and the Treasurer shall be a committee member.

e.              By-Laws Committee to periodically review, update, and make recommendations pertaining to the Constitution and the By-Laws, and make a report to the Executive Committee. The Third Vice President shall be the Chair.

f.            Education and Training Committee to be responsible for creating an agenda of education and training for the Association and to make a report to the Executive Committee. The Fourth Vice President shall be the Chair.

g.              Ethics Committee to consider all matters coming within the purview of Article II, Section 6 of this Constitution or any other matter directed by the Executive Committee. This committee will report their findings and        recommendations, in writing, to the Executive Committee.

h.              Law Committee to keep the Executive Committee informed of all legislation of interest to law enforcement and this Association, and Counsel shall be a committee member.

i.               Membership / Roster Committee to inform the Executive Committee at monthly meetings on those applicants recommended for election to membership in the Association, to actively engage in membership recruitment and . to maintain a current list of members, in coordination with the Secretary, and report any recommended changes to the Executive Committee

j.          Nominating Committee shall evaluate the eligibility and qualifications of each candidate for elected position and report their findings and recommendations of a proposed slate of nominees to the Executive Committee at their October meeting. Such recommendations will be advisory only and final determination will be made by the Executive Committee. The Immediate-Past President shall be the Chair, and the First Vice President will be a committee member:

            k.         Speakers Committee to identify, invite, and supply speakers as required.

l.          Web Committee will review and maintain the Web site of the Association in cooperation with the vendor / administrator chosen by the Association.

m.        Special Committees - it shall be the duty of the President of this Association to appoint the Chair and members of any special committees he deems necessary.

 

One Associate Member may be appointed to serve on each Committee at the pleasure of the President.

Section 2.  Each committee shall meet at the call of the Chair and render a report to the Executive Committee at its next monthly meeting. All actual expenses incurred by such meetings shall be borne by the Association.

Section 3.            The President, ex officio, shall be a member of all committees.

 

Section 4.        Any vacancy(ies) occurring in committees may be filled by the President.

 

ARTICLE VII:        Legal Counsel

The President shall appoint, with the approval of the Executive Committee, a member of the Bar who shall provide legal counsel to the President and the Executive Committee. The annual compensation for the position of Legal Counsel will be set and periodically reviewed by the Executive Committee.

ARTICLE VIII:      Chaplain

The President shall appoint, with the approval of the Executive Committee, a member of the clergy who shall perform such duties consistent with his position as may be directed by the President.

ARTICLE IX:          Sergeant-at-Arms

The President shall appoint, with the approval of the Executive Committee, a Sergeant-at- Arms who shall perform such duties as are consistent with his office and as may be directed by the President.  The annual compensation for the position of Sergeant-at-Arms will be set and periodically reviewed by the Executive Committee.

ARTICLE X:          Duties of Officers (Jan. 10, 1991)

 

Section 1.            The President will preside at all regular meetings of the Association and performText Box:  such other duties as may be incident to his/her office.

Section 2.             In cases of death, resignation, removal, suspension, inability to serve, or absence of the President, or any Vice President, the available Vice President(s) shall accede to the next highest office in order of rank.

Section 3.            The Vice Presidents shall perform all duties for the good of the Association as shall be required of them by the President consistent with the provisions of this Constitution.

Section 4.   The Immediate-Past President, serving as the Chair of the Executive Committee, will preside over all regular and special meetings of the Executive Committee, and perform such other duties as may be directed by the President.

Section 5.   The Secretary will receive and answer all communications addressed to him or the Association or that may be submitted to him for such purpose by other officers of the Association; he shall keep a careful record of the proceedings of all meetings, and perform such other duties as may be required of him by the Executive Committee. He shall be bonded in an amount to be decided by the Executive Committee.

Section 6.  The Treasurer will receive, keep an accurate account of, and deposit all monies belonging to the Association, and pay all orders drawn on him and ordered paid by the Executive Committee. He shall be bonded in an amount to be decided by the Executive Committee.

 

ARTICLE XI:       Personal Liability of Officers and Executive Committee Members

Section 1.       Any member of the Executive Committee of this Association shall not be personally liable for monetary damages for any action taken or any failure to take action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as are now or hereafter in effect. The provisions of this section are intended to exempt the Executive Committee members and officers of this Association from liability for monetary damages to the maximum extent permitted under the Pennsylvania Directors' Liability Act (42 Pa. C.S. SS8361 et.seq.) or under any other law now or hereafter in effect.

Section 2.    Specific Rule Under Directors' Liability Act: without limitation of Section 1 above, an officer or member of the Executive Committee of this Association shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless: (1) the officer or Executive member has breached or failed to perform the duties of his office under Section 8363 of the Directors' Liability Act, and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt an officer or Executive Committee member from: (a) the responsibility or liability of an officer or Executive Committee member pursuant to any criminal statute: or (b) the liability of an officer or member of the Executive Committee for the payment of taxes pursuant to local, state, or federal law.

Section 3.   The provisions of this section may be modified or repealed in accordance with the procedures for amending this Constitution; provided, however, that any such modification or repeal shall not have any effect upon the liability of an officer or member of the Executive Committee relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification or repeal.

ARTICLE XII: Indemnification

Section 1.            Subject to the provisions of Section 2 below, the Association shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as are now or hereafter in effect, indemnify any person (and his heirs, executors, and administrators) who was or is a party, witness, or other participant to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, actions by or in the right of the Association), by reason of the fact that he is or was an officer or member of the Executive Committee, of the Association, or is or was serving at the request of the Association as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, and may, to the fullest extent permitted under the law of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his heirs, executors, and administrators) who was or is a party, witness, or other participant, or is threatened to be made a party, witness or other participant, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, actions by or in the right of the Association), by reason of the fact that he is or was an employee or agent of the Association, or is or was serving at the request of the Association as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

 

Section 2.       Indemnification shall be provided under Section 1 above only if it is determined that: (a) the person seeking indemnification acted in good faith in a manner he reasonably believed to be in or not opposed to the best interests of the Association; and (b) the act or failure to act giving rise to the claim for indemnification does not constitute willful misconduct or recklessness. Notwithstanding the foregoing, no person shall be indemnified in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 3.   Indemnification under Section 1 above (unless ordered by a court) shall be made by the Association only as authorized in specific case upon a determination that indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in Section 2 above. All such determinations shall be made by the Executive Committee.

 

Section 4.       Subject to such terms, conditions, and limitations, if any, as the Executive Committee may in its discretion determine to be appropriate, the Association shall (in a case of an officer or member of the Executive Committee) and may (in the case of an employee or agent) advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses, and all other similar expenses) reasonably incurred in connection with the defense of or other response to any action, suit or proceeding referred to in Section 1 above upon receipt of an undertaking by or on behalf of the person seeking the advance. The recipient shall be required to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he is not entitled to be indemnified by the Association under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the Association shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Executive Committee that the making of an advance or further advance would be inappropriate in the circumstances because there is reason to believe that the person seeking the advance did not meet the applicable standard of conduct set forth in Section 2 above.

 

ARTICLE XIII:    Application for Membership (Jan. 10, 1991)

 

Section 1.       Any person holding any of the positions specified in Article II, Section 2, who desires to become an Active Member the Association, shall file an approved application form with the Secretary.

 

Section 2.       Any person holding any of the positions specified in Article II, Section 3, who desires to become an Associate Member of the Association, shall file an approved application with the Secretary.

 

Section 3.       Upon receipt of the application form, the Secretary shall refer it to the Membership Committee which shall make the necessary inquiry as to the qualifications, eligibility, and personal fitness for membership, and report their findings to the Executive Committee. The Executive Committee shall have authority by majority vote to elect such applicant to membership in the Association.

 

ARTICLE XIV:     Vacancies

 

Section 1.   Unless otherwise specified herein, any vacancy occurring among the elected officers shall be filled by a majority vote of the Executive Committee at a special meeting called for that purpose on five (5) days written notice, and such appointee shall serve until his/her successor shall be qualified, elected, and inducted into office.

 

Section 2.   Unless otherwise specified herein, if any elected officer is temporarily unable to perform his/her duties, the Executive Committee shall appoint one (1) of its members to temporarily perform these duties.

 

Section 3.   A Vice President, once elected, shall assume the next higher office, as a vacancy occurs, without election.

 

ARTICLE XV:      Amendments

 

Section 1.   The Association will have the power to amend this Constitution and By-Laws, and such amendment(s) shall be effective upon adoption, unless specified otherwise, and shall not be retroactive.

 

Section 2.   The proposed amendment(s) shall be mailed to each member at least ten (10) days prior to the meeting date on which they will be voted.

 

Section 3.    This Constitution and By-Laws may not be amended except by a two-thirds vote of the Active members present and entitled to vote, a quorum being present.

 

BY-LAWS

 

ARTICLE I:         Dues

 

Section 1.   The annual dues for Active Members shall be established by the Executive Committee.

 

Section 2.   The annual dues for Associate Members shall established by the Executive Committee

 

Section 3.   Life and Honorary Members shall be exempt from the payment of dues.

 

Section 4.   All persons who have been Active Members in good standing for at least two years, may, after retirement from active police or law enforcement duty, retain their membership by continuing the payment of annual dues.

 

Section 5.   Any member delinquent for one (1) full year in payment of dues is automatically deprived of all benefits of membership and a member delinquent for two (2) years shall be dropped from the rolls of membership and shall not be reinstated until all arrears of dues are paid. After an elapse of two (2) years, the member must reapply and reinstatement will not be granted if the present position held does not qualify. All appeals of the provisions of this section will be adjudicated by the Executive Committee and their decision will be final.

 

ARTICLE II:        Fiscal Year

 

Section 1.    The fiscal year of the Association will be from January 1 to

December 31 inclusive.

 

 

ARTICLE III:       Meetings

 

Section 1.   Regular meetings of the Association will be held on the second Thursday of each month subject to change by the Executive Committee, with the exceptions of the Annual Assembly, and the Annual Outing. However, no regular meeting will be held during the week preceding Easter Sunday, or during the months of July, August and December.

 

A Memorial Service shall be conducted by the Chaplain during the June meeting in memory of deceased members for the previous year.

 

The Annual Assembly will be held at a place and time recommended by the Annual Assembly Committee, and approved by the Executive Committee.

 

 

The Annual Outing will be held at a place and time recommended by the Annual Outing Committee, and approved by the Executive Committee.

 

Section 2.   Special meetings shall be held at any time or place upon the call of the President or upon the request of five (5) or more members. At such special meetings, no business shall be transacted except that specified in the call. Notice of special meetings and the business to be transacted shall be mailed by the Secretary to each member of the Association at least five (5) working days in advance of the date of such special meeting.

 

Section 3.   Twenty five(25) Active Members in good standing shall constitute a quorum for the transaction of business.

 

Section 4.   On all questions the vote may be taken viva voce, but when one fifth of the members present demand a division, a standing vote will be taken by the Presiding Officer or the Secretary shall call the roll and the vote of each member shall be entered in the minutes of the meeting.

 

ARTICLE IV:       Rules of Order

 

Section 1.   All questions of order shall be decided by the Presiding Officer, subject to appeal by any member of the Association.

 

Section 2.   Each member, in good standing, who wishes to be heard shall rise, respectfully address the Presiding Officer, give their name, and speak or offer a motion.

 

Section 3.   All motions or resolutions, if requested by the Secretary, shall be presented in writing.

 

Section 4.   Any question(s) arising during any meeting for which no provision has been made in the Constitution and/or By-Laws, the Presiding Officer shall be governed in his decision by the rules laid down in Robert's "Rules of Order".

 

ARTICLE V:        Order of Business

1.       Call to order

2.       Invocation.

3.       Pledge of Allegiance to the Flag.

4.       Reading of Minutes of previous meeting.

5.       Report of Treasurer.

6.       Reports of Committees.

7.       Old Business.

8.       Unfinished Business.

9.       New Business.

10.      Benediction.

11.      Adjournment.