Name and Purpose
The name of this Association incorporated under the laws of the State of North Carolina as a not-for-profit corporation In October of 2009, shall be North Carolina Tactical Officers Association, Inc.
Purpose of the NCTOA
This Association has been established to advance the education and professionalism of law enforcement officers involved in Emergency Response functions through the exchange of ideas and information relating to tactics, techniques and to further the networking and interrelation of departments and personnel. It will also provide information about the activities to the North Carolina Chiefs of Police Association, the North Carolina Training Board, and other interested Governmental units.
The principal office of the corporation in the State of North Carolina shall be located in the Town of Clayton, County of Johnston.
The registered office of the corporation may be, but not need be, identical with the principal office in the State of North Carolina and the address of the registered office may be changed from time to time by the Board of Directors.
Membership shall be classified by the following categories:
Category I — All other sworn law enforcement officers of a governmental agency, officers honorably retired after at least twenty years of service, or officers on injury disability pension.
Category II — Persons interested in advancing the Association and its goals.
Category III — Corporate Members, businesses that are interested in advancing the Association and its goals.
Rights and Privileges of Members
Category I Members may vote, attend all meetings and functions, and be elected to all positions within the Association subject to the restrictions of the President and Vice President. The President and Vice President must be a Category I Member who is a full-time law enforcement officer, currently assigned to SWAT/ERT duties or have been so assigned in the past and whose knowledge and experience will bring credit to the Association.
Category II Members shall be nonvoting Members who may attend meetings and functions unless otherwise restricted.
Category III Members , as Corporate Members, shall be nonvoting Members who may attend meetings and functions unless otherwise restricted and have access to the publications of this Association, as determined by the Board of Directors.
Application of Membership
Any person seeking membership shall complete an application prescribed by the Board of Directors. Any willful misrepresentation by an applicant on the application shall be grounds for removal from the Association. Removal shall be by majority of the Board of Directors.
Admission into the NCTOA
Admission to membership shall be by a vote of the Board of Directors after submission of an application in such form as prescribed by the directors, which application shall be endorsed by one sponsor who is a member in good standing and is personally familiar with or has investigated or received information from another member confirming the suitability of the candidate for membership. The directors shall act on membership applications in a manner they deem appropriate in light of their responsibility to inquire into the eligibility of the proposed member.
Termination of NCTOA Membership
The Board of Directors may take disciplinary action against any Member and any membership may be terminated for cause by affirmative vote of the majority of the Board of Directors, subject to appeal to the said Board at an open meeting, after reasonable notice at which the accused member shall have the opportunity to confront and cross-examine witnesses and to refute all charges. A resignation of a member shall be made by letter to the President and shall be effective upon receipt provided that no resignation shall discharge any indebtedness or other obligation due the Association.
Membership dues shall be the sum fixed by the Board of Directors and said sum shall be subject to the adoption of the membership at its Annual Meeting. Failure to pay dues within ninety days of expiration of membership shall result in removal of membership from the Association.
Special assessments may be levied by the Board of Directors and said sum payable within thirty days. No special assessments shall be levied except upon the majority vote of the Board of Directors.
The dues paying period shall cover that period of time between the Annual Meeting of each year.
The revenues of this not-for-profit corporation shall be derived from membership dues and from such other source as may be approved by the Board of Directors.
Meetings and Other Business
The Annual Meeting of the Members shall be held for the transaction of such business as may come before the meeting. The business of such meeting will be the election of the Board of Directors, together with any such other business as shall lawfully come before the meeting.
Special meetings of the Members for any purpose or purposes, prescribed by statute, bylaws, or otherwise, may be called by the President, a majority of the Board of Directors, or not less than one-fifth of all the Members of the not-for-profit corporation entitled to vote.
Board of Directors Meetings
The meeting of the Board of Directors shall be called by the President or a majority of the Board of Directors as deemed necessary. A member of the Board of Directors shall not miss more than two meetings without contacting the President and indicating his absence.
A quorum shall consist of a majority of the Board of Directors.
Place of Meeting
The Board of Directors may designate any place, either within or without the State of North Carolina, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be specified by a majority of the Board of Directors, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the Members present.
Each Annual Meeting or any special meeting shall be conducted at the direction of the Board of Directors. The Board of Directors shall appoint a Sergeant at Arms for each meeting. The Sergeant at Arms and any person designated by the Board of Directors to assist him shall be responsible to maintain order.
Notice of Meeting
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five working, nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Board of Directors. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the Member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Twenty percent of the membership represented in person shall constitute a quorum at a meeting of the Members. If less than twenty percent of the Members are represented at a meeting, a majority of the Members so represented have no power other than to adjourn the meeting from time to time without further notice.
Manner of Voting
In the election of the Board of Directors, and all other questions before the membership at any Annual Meeting or special meeting of this Association, each Member present at such meeting shall be entitled to one vote.
At all meetings of Members, a Member may vote by proxy, executed and dated in writing by the member. Each such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after the date of the meeting for which the proxy was given. However, a proxy can only be given to a Member and a Member can only vote one proxy in addition to his vote.
Any procedural question, not governed by these bylaws, shall be governed under and decided by the provisions of Robert’s Rule of Order .
Executive Officers and Directors
NCTOA Board of Directors
The Board of Directors referred to in this document shall consist of four elected Officers, which includes the President, the Vice President, the Secretary, and the Treasurer, and nine elected Members of the Association, who shall be known as the Directors. The additional two Directors shall be elected at the Annual Meeting. They shall serve until the next election and then run for a one-year term and thereafter biannually. One new Director must come from the central or south area of North Carolina (outside Cook County area and contiguous counties), unless no Member is willing to serve from that area, the second from any area of the state.
Term of Office
The term of office for the four executive Officers shall be 2 years.
The term of office for the nine elected Members shall be two years. In order to achieve staggered terms of office for the nine Members, the November 21, 1988 election only shall have three of its Members elected for one year and four Members for two years. All terms shall be for a period of two years except for the two Director positions elected at the 1994 Annual Meeting. The persons elected shall serve a one-year term until 1995 and then run for a one-year term until 1996. Thereafter, the two new Director positions shall be two-year terms.
Nominations and Elections of NCTOA Officers
Nominations of executive Officers and Directors shall be at the Annual Meeting. Qualifications of Members seeking office shall be verified by the Board of Directors as to their status, as indicated in Article II, Section 1 and 2. Qualified candidates shall have their names submitted to the membership to be voted upon. No department may be represented by more than one Member as an executive officer and no more than one Members as a Director.
Elections of the Officers and Directors shall be held at the Annual Meeting.
A minimum of one Member from a geographical area outside Cook County and its contiguous counties shall be elected to the Board of Directors, unless no Member from such area seeks nomination.
The President shall appoint a committee of four Members to prepare ballots, oversee the election count and canvas the totals. The committee shall designate a ballot box and a ballot with the nominations and spaces for write-in candidates printed.
The newly elected Officers and Directors shall take office after the Annual Meeting. Arrangements for the installation of Officers and Directors shall be handled by the outgoing President. The installing Officer shall then have attained the position of Past President.
A Nominating Committee shall be appointed by the President that consists of three Board Members and three Members of the Association at large. The Nominating Committee will review the background and credential of all Members seeking election to any position of the Association. The Nominating Committee will report to the Board of Directors and Members of the Association at the time of the annual elections as to their findings which will either be qualified or not qualified. A finding of not qualified will not prohibit a Member from running for office.
Duties and Powers of the Officers and Board of Directors
Duties of the NCTOA President
The President shall preside at the annual and any special meeting. He shall decide on all points of law and order, subject to review of the Board of Directors. He shall appoint all committees, and act as a Member, ex officio, of all committees, with the advice and consent of the Board of Directors. He shall appoint all positions not elected by the membership, with the advice and consent of the Board of Directors. In case of a tie vote, the President shall have the right to cast the deciding vote. He shall approve all checks drawn on the Association treasury. He shall call special meetings when deemed necessary, or when requested by a majority of the Board of Directors, or by twenty percent of the Members of the Association. Notification of special meetings must be made not later than forty-eight hours prior to the actual meeting. In the event that an Officer or Director dies or resigns, the President shall have the power to appoint an interim Member to fill the unexpired term, with the advise and consent of the Board of Directors. The President may cosign any properly issued checks. The President shall perform all other duties necessary to carry on the business of the Association.
Duties of the NCTOA Vice President
The Vice President shall assist the President and all other Officers in the performance of their duties, and in the temporary absence of the President, shall assume the duties of the President. In the event that the President is removed from office, retires or resigns, the Vice President will assume the title and duties of the President for the remainder of the term of office. The Vice President will also assume the duties and responsibilities of the Conference Chairman for the annual NCTOA Conference.
Duties of the NCTOA Secretary
The Secretary shall keep a record of all transactions and correspondence of the Association’s annual and any other meetings. These minutes shall be entered into a regular log book, and shall be read before the body at the next Annual Meeting following the meeting for which the minutes are recorded, and each Member shall receive a copy. He shall include a reading of all bills and the action taken on them, and the Treasurer’s report. He shall keep a record of all property and equipment belonging to the Association. The Secretary may cosign, with the Treasurer or the President, any properly issued checks. The Secretary shall keep, in a separate book, all amendments to the Constitution and Bylaws voted in the affirmative by the body. This book shall be known as the “Amendment Book.”
Duties of the NCTOA Treasurer
The Treasurer or his designee shall receive and take charge of all monies belonging to the Association. He shall keep a record of all financial transactions of the Association, The Treasurer shall pay out money from the Treasury upon presentation upon approval of the Board of Directors. The Treasurer shall collect all fees and dues of the Association. The Treasurer shall keep all records up-to-date, along with pertinent receipts, bank statements, and any other information necessary to enable the Directors to audit the books each year. The audit will be made prior to the Annual Meeting. All monies collected by the Treasurer shall be deposited in a Federally insured bank of the Board of Director’s choice, no monies over the amount of $250 shall be paid out except by check signed by any two of the following: President, Vice President, the Secretary or the Treasurer. At the expiration of his term, the incumbent Treasurer shall present all records and materials to the Board of Directors for a final audit, and after clearance shall turn same over to the new Treasurer.
Powers of the Board of Directors
The Board of Directors shall have exclusive control of the affairs and the funds of the not-for-profit corporation and may require an accounting of said funds as they deem necessary. Failure of any officer to furnish such accounting shall be cause for his removal from office by a majority vote of the Board of Directors.
The Board of Directors shall have the authority to make such rules as it may deem necessary to conduct the affairs of the not-for-profit corporation, provided such rules are not inconsistent with the Articles of Incorporation or the Bylaws of the not-for-profit corporation.
Duties of the Past President
The Past President shall be a member of the Board of Directors with the power to vote only to break a tie vote. The Past President may be counted to meet the required quorum for any meeting. The Past President shall remain in the post until a new Past President succeeds him.
Vacancies and Removal
Vacancies on the Board of Directors shall be filled by a vote of the remaining Board of Directors unless the vacancy shall occur at the Annual Meeting. Said vacancy shall then be filled by election, by the membership, at the Annual Meeting.
A member of the Board of Directors, who no longer qualifies for his elected position, may, for good cause, be removed from his position by a majority vote of the Board of Directors.
Committees shall be designated by the Board of Directors. Committee chairmen shall be appointed by the Board of Directors.
The committee chairman shall be responsible for the actions of his committee and will report any committee meeting or action to the Board of Directors.
Membership of Committees
The membership of committees shall be composed of interested Members of the Association who indicate interest to the committee chairman.
Limit of Committee Members
A limit on the number of Members of a committee shall be decided by the Board of Directors.
Contracts, Loans, Checks and Deposits
The Board of Directors shall authorize any Officer or Officer’s agent or agents to enter into any contract or execute and deliver any instrument or deed in the name of and on the behalf of the not-for-profit corporation, and such authority may be general or confined to specific instances.
No funded indebtedness shall be contracted on behalf of the not-for-profit corporation and no evidences of such indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the not-for-profit corporation shall be signed by such officer or officers, agent or agents of the not-for-profit corporation and in such manner, including facsimile signature, as shall from time to time be determined by resolution of the Board of Directors.
All funds of the not-for-profit corporation, not otherwise employed, shall be deposited from time to time to the credit of the not-for-profit corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Any member of the Board of Directors who falsely represents himself as having authority to act on behalf of the not-for-profit corporation in any above matters as stated in Artucke V shall be individually liable for such actions.
The fiscal year of the not-for-profit corporation shall end on April 30th.
The Board of Directors shall provide a corporation seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of North Carolina Law or under the provisions of the Articles of Incorporation or Bylaws of the not-for-profit corporation, a waiver thereof in writing, signed at any time, whether before or after the meeting or corporate act, by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice.
Amendments of Bylaws
The Bylaws of this not-for-profit corporation may be amended by the Members by a two-thirds vote of the majority of the Members of the Association, provided that no amendments shall substantially change the original purpose of the not-for-profit corporation.
Notice of Amendments
Notice must be provided to all voting Members of any proposed amendments to the bylaws. Such notice shall be in writing to such Members either personally or through the U.S. mail. All ballots must be returned within sixty days of mailing to be counted.