Articles of Incorporation & Bylaws
ARTICLES of MERGER of
THE VIRGINIA POLICE CHIEFS FOUNDATION and
VIRGINIA ASSOCIATION of CHIEFS of POLICE
The undersigned, on behalf of the corporation(s) set forth below, pursuant to Title 13.1, Chapter 10, Article 11 of the Code of Virginia, state as follows:
The Virginia Police Chiefs Foundation, a 501c3 Virginia non-stock not-for-profit corporation, hereinafter referred to as the VPCF, and Virginia Association of Chiefs of Police, a 501c6 Virginia non-stock not-for-profit corporation, hereinafter referred to as the VACP, hereby state the intent to merge Virginia Association of Chiefs of Police into The Virginia Police Chiefs Foundation, which is to continue operation as a 501c3 non-stock, not-for-profit corporation.
The plan of merger is as follows:
The Virginia Police Chiefs Foundation (VPCF) and Virginia Association of Chiefs of Police (VACP) shall merge into one corporate entity, and The Virginia Police Chiefs Foundation shall be the surviving entity. The surviving entity shall be renamed, “Virginia Association of Chiefs of Police and Foundation, Inc.”
The individuals with membership in Virginia Association of Chiefs of Police shall automatically become members of the surviving entity, and shall retain all of the rights and privileges of their former membership in the merged entity through no effort or responsibility on the part of the member; each member shall be notified of the merger of VPCF and VACP and informed of their sustained membership status in the surviving entity; each member shall have the option to continue membership in the surviving entity or withdraw their membership without penalty or delay; each corporation or individual with contracts for sales or services shall be assured that their business interests will continue without interruption or alteration, and said contracts or agreements shall be amended only with the intent to correct the name and federal identification number of the surviving entity; and that the employees of VACP shall become employees of the surviving entity without interruption or alteration of salary, benefits and working conditions; and
The Articles of Incorporation of the surviving entity are amended and restated as attached hereto.
The bylaws of the surviving entity are amended and restated as set forth in the attachment to the agreement of merger.
The plan of merger was approved by the Board of Directors of The Virginia Police Chiefs Foundation by a majority of the directors in office on December 2, 2015.
The plan of merger was adopted by unanimous consent of the members of Virginia Association of Chiefs of Police on February 22, 2016.
Executed in the name of The Virginia Police Chiefs Foundation by:
Douglas L. Davis, President
SCC ID# 04772091
Executed in the name of Virginia Association of Chiefs of Police by:
David Sloggie, President
SCC ID# 07245780
(The following are the retired ARTICLES of INCORPORATION and BYLAWS of VACP, which are to be amended and restated along with the BYLAWS of The Virginia Police Chiefs Foundation to reflect the merger of the two entities.)
AMENDED and RESTATED ARTICLES of INCORPORATION of
VIRGINIA ASSOCIATION of CHIEFS of POLICE
The name of this corporation shall be Virginia Association of Chiefs of Police. The name of the corporation’s initial registered agent is Ms. Dana Schrad, resident of Virginia. The corporation’s registered office is located at 1606 Santa Rosa Road, Suite 134, Henrico, Virginia, 23229-5014, which is identical to the business office of the registered agent.
This corporation is organized exclusively for charitable and educational purposes, more specifically to encourage the professional development of all executive and management personnel within duly constituted law enforcement agencies in the Commonwealth of Virginia; to encourage close cooperation of all law enforcement agencies in the prevention of crime, detection of crime and the apprehension of those responsible for the commission of crimes; to promote the highest standards of the police profession through selection and training of law enforcement officers and generally pledge and strive for the highest degree of respect for law and order throughout the Commonwealth of Virginia.
To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
- No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
- No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
- Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The duration of the corporate existence shall be perpetual.
MEMBERSHIP/BOARD OF DIRECTORS
The corporation shall have one or more classes of members whose qualifications and rights are as set forth in the bylaws. The management of the affairs of the corporation shall be vested in an Executive Board, as defined in the corporation's bylaws. No Officer or Executive Board member shall have any right, title, or interest in or to any property of the corporation.
The Executive Board shall be comprised of ten members who are elected by the active members and whose qualifications for office shall be established in the bylaws. The Executive Board shall consist of a President, Immediate Past President, First Vice President, Second Vice President and Third Vice President, who shall serve as officers of the corporation, and five at-large Executive Board members who shall serve terms of four years. The election of new Executive Board members shall take place annually at the business meeting of the organization. The Executive Director of the organization shall be appointed by the Executive Board and shall serve as an officer and as Secretary of the organization.
Members of the first Board of Directors shall serve until the annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.
No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officer, or Directors be subject to the payment of the debts or obligations of this corporation.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by the District Court of the county in which the principal office of the organization is then 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.
SUPERCEDING THE CONSTITUTION
These amended and restated Articles shall supersede the Constitution of the corporation, which was in effect prior to the incorporation of the organization.
Proposed by the Board of Directors and submitted to the members in accordance with the provisions of Chapter 10 of Title 13.1 of the Code of Virginia.
Approved by VACP Active Members – September 27, 2011.
Section 1. Membership in the Virginia Association of Chiefs of Police shall consist of three classes: Active, Associate and Senior.
Section 2. Active memberships shall consist only of those persons who are actively engaged as appointive heads of certified law enforcement agencies which operate in the Commonwealth of Virginia as well as executive and/or administrative officers with responsibility of at least bureau or division commanders or similar status as designated by the heads of such agencies.
Section 3. Senior memberships shall consist of those persons who, upon retirement from the law enforcement profession, wish to remain active in the Association. Upon regular payments of dues of an amount to be determined by the Executive Board, such members shall be entitled to all privileges and benefits of the Association including retention on the Association mailing list. They shall not be entitled to vote, nor hold any active office and shall not be counted at any time in determining a quorum or majority for any purpose.
Section 4. Honorary memberships which were awarded prior to February 19, 2004 shall be retained in the Association. Honorary members shall not be entitled to vote, nor hold any active office and shall not be counted at any time in determining a quorum or majority for any purpose.
Section 5. Associate memberships shall include those persons involved in law enforcement or law enforcement related occupations, or individuals sincerely interested in the advancement of the law enforcement profession, but not eligible for Active membership as provided in Article I, Section 2. Associate members shall be permitted to attend the Midyear and Annual Meetings, and participate in discussions, but shall have no vote, shall not be eligible to hold office in the Association, and shall not be counted at any time in determining a quorum or majority for any purpose.
Section 6. Each application for membership shall be made in writing on an application form provided by the Association, and shall contain such information as prescribed by the Executive Board. The application shall be presented by the Executive Director to the Executive Board, which shall approve or reject the application.
Section 7. Dues. The dues of the Association shall be determined by the Executive Board and shall be paid annually.
Section 8. A member of the Association shall be considered suspended from membership for failure to pay annual dues in a timely manner. Upon the elimination of the cause of suspension, the suspended member may be reinstated by the Executive Board.
Section 9. Actions against members.The Executive Board may censure, suspend, or expel any member for cause, provided that notice of the proposed action and reasons therefore be mailed or given said member ten days in advance of the action. The member shall have an opportunity within ten days after receiving notice to answer the charges in writing directed to the Executive Director, for consideration by the Executive Board. The member may request a hearing before the Board, which shall be held at such time, place and manner as may be prescribed by the Board. An appeal from the decision of the Executive Board may be taken at the next midyear or annual meeting of the Association, where, by a majority vote of the Active members present, such decision may be sustained, reversed or modified.
Officers of the Association
Section 1. The Executive Board shall consist of the elected officers of the Association, who are the President, First Vice President, Second Vice President, and the Third Vice President and the five elected At-Large Board members. The Immediate Past President of the Association shall serve as a full voting member of the Executive Board for a term of one year, provided that he/she otherwise meets all other requirements for an officer of the Executive Board. The Executive Director shall serve as a non-voting officer appointed by the elected officers, and shall be designated as the Secretary of the Association.
Section 2. Qualifications. Prior to nomination, election or appointment as an officer of the Association, a member must have served for at least two years as an Active member of the Association in good standing. Each Executive Board member, at the time of nomination, election or appointment, also shall be regularly engaged in active police service as the operating chief executive of his or her certified police department in the Commonwealth of Virginia and receiving a salary.
Section 3. Terms of Officers. The Executive Board shall consist of all elected officers of the Association. Vacancies on the Executive Board shall be filled through the election process at the business session of the annual meeting of the Association.
Section 4. Effective August, 2010, candidates for the open At-Large Board member positions shall be elected to a four (4) year term to serve as At-Large Board members, the dates of service to coincide with Executive Board elections held at the Annual Conference. Effective with the 2013 Executive Board elections, candidates for open At-Large Board member positions shall be elected to serve a term of three (3) years, the dates of service to coincide with Executive Board elections held at the Annual Conference.
Section 5. Effective August, 2010, current Executive Board members who were elected at the 2009 Annual Conference shall be nominated to the Executive Board, and if elected shall ascend through the Vice President positions to serve as President and Immediate Past President, after which their terms on the Board will expire.
Section 6. Effective August, 2013, eligible members may run for the position of Third Vice President for a term not to exceed five (5) years, to ascend through the Vice President positions to serve as President and Immediate Past President, after which the member’s term on the Board will expire.
Section 7. Mid-term board member vacancies which may occur will be filled as outlined in Article IV, and dates of election as delineated in this Article will be adjusted accordingly.
Section 8. The President of the Association shall be the chairman of the Executive Board. A majority of the Board shall constitute a quorum and their decision shall be governed by a majority of those present.
Section 9. A quorum at any regular Midyear or Annual Meeting shall consist of a majority of the membership present.
Election of Officers of the Association
Section 1. Nomination of Elective Officers. The President shall appoint a nominating committee which shall make recommendations for election of any vacated elective offices, namely: President, First Vice President, Second Vice President, Third Vice President, and five At-Large Board members. Nominations from the floor are also in order.
Section 2. The President of the Association shall be elected from the Vice Presidents or interim President of the Association serving in accordance with the provisions of Article IV.
Section 3. The Nominating Committee will accept applications and interview candidates as outlined in Article III, Section 1 of the Bylaws.
Section 4. The Nominating Committee will, if required, present a nomination to fill any vacant Executive Board seat.
Section 5. At the annual business meeting of the Association the Nominating Committee will present the slate of nominations to the membership and, following any nominations from the floor, the membership will vote for the Officers and At-Large Board members of the Executive Board.
Vacancies of Unexpired Terms
Section 1. In the event of a vacancy in the office of President occasioned by death, resignation, removal, suspension, or inability to serve for any reason, the First Vice President shall serve as President. A vacancy in the office of the First Vice President shall be filled by the Second Vice President; a vacancy in the office of the Second Vice President shall be filled by the Third Vice President. Vacancies still remaining in the positions of the Vice Presidents or other At-Large Board Members shall be filled by an election at the next scheduled midyear or annual meeting of the Association, or by special election called by the Executive Board. The Executive Board shall have the discretion to determine the term of years for open At-Large Board member positions.
Section 2. Board members who retire from employment who are in good standing with the Association may, at the discretion of the Executive Board, remain in elected office until the next scheduled officer election.
Duties of Elected Officers
Section 1. President. The President shall preside at all meetings of the Association. In conducting meetings of the Association his or her decision shall be final unless otherwise provided for in this Constitution. His or her decision may be reversed by a two-thirds vote of the membership present at the Midyear or Annual Meeting. He or she shall appoint all pro tem officers in case of absentees. If, in the opinion of the President, an occasion or circumstance shall warrant calling a special meeting, he or she shall have the authority to call such meeting and shall notify the membership of the purpose, date, time, and place of such meeting.
Section 2. Executive Board. The Executive Board shall have the right to accept for the Association any donation or contribution of money or property, real or personal, to be placed to the credit of the Association. However, such donations are not tax-deductible for the donor except as they may qualify as a business deduction.
Any such monies are to be delivered to the Executive Director for deposit in the general funds of the Association. The Board shall have control over all property, real or personal, and shall administer all such property or funds to the best interest of the Association. The Board shall have the right to invest any unexpended funds remaining in the treasury. The Association shall conduct financial audits as needed at the direction of the Executive Board. A majority of the Executive Board shall be a quorum to transact the business of the Board, which shall be governed by a majority vote of the members present.
Section 3. The Executive Board shall serve the good of the Association and shall further the goals and objectives set out in the Constitution and Bylaws of the Association. The Executive Board members are not monetarily compensated for their time and service and do not receive a salary.
Section 4. The Executive Board may establish rules consistent with these Bylaws or with the Constitution of the Association, which shall direct this organization unless amended or repealed by a majority vote of the Board members present.
Section 1. The Staff of the Association shall consist of an Executive Director and other personnel.
Section 2. The Executive Director of the Association shall be appointed by the Executive Board. The Executive Director may be compensated as determined by the Executive Board.
Section 3. The Executive Director shall collect all dues and make an accounting of all funds at the regular Annual Meeting. He or she shall have the authority to disburse funds for the approved operation of the Association. He or she shall place all unexpended money in a fund to the credit of the Association.
Section 4. It shall be the duty and responsibility of the Executive Director as the designated Secretary of the Association to keep a correct record of all proceedings of the Association and file all related documents and minutes. He or she shall preserve all books, papers, and other property belonging to the Association. He or she shall make a complete report of the conditions of the Association as directed by the Board. He or she shall, at the expiration of his term of office, account for and deliver to his successor in office all monies and property of the Association. The Executive Director shall perform all other duties as voted by the Association or as required by the President or Executive Board.
Section 5. It shall be the duty and responsibility of the Executive Director to hire or retain such staff as needed to carry out the activities of the Association. The Executive Director is responsible for seeking and qualifying applicants, and for hiring or retaining, firing, disciplining and supervising Association staff. Association staff shall report directly to the Executive Director of the Association.
Committees and Affiliates
Section 1. Standing committees which are perpetual are Budget and Finance, Membership, Training, Legislative, Strategic Planning, Awards, Annual Conference, Professional Image and Ethics and Nominating. All committees shall be appointed by the President of the Association. The President may establish ad hoc committees not mentioned in this section, as deemed appropriate.
Section 2. Members shall serve a one (1) year term, and may be relieved of their duties at any time by the President of the Association.
Section 3. There shall be a VACP Police Legal Advisors Committee. Members of the Committee shall be attorneys employed by any member agency, or government (e.g., City, County, Town, or Commonwealth's Attorneys) attorneys and/or private attorneys who provide legal services to member agencies. Such Committee shall be chaired by a member of the Committee selected by the Committee's membership who shall serve for a period of one year. The Committee will meet at least two times during the year for networking and training. VACP shall provide the organizational structure and staff support for the Committee. The Committee's goals are to facilitate networking, serve as training and legal resources for Virginia police chiefs, conduct legal training and assist the VACP with legislative responsibilities.
Section 4. The Executive Board shall be authorized to establish and recognize affiliate groups of the Association. Affiliate groups shall consist of individuals who are engaged in law enforcement support services. Professional groups may be granted affiliate status with the Association by formal request to the Executive Board. Upon approval by the Executive Board, an affiliate group must maintain a management relationship with the Association in compliance with the rules of group exemption established by the Internal Revenue Service in order to acquire and retain its group affiliation with the Association.
Sergeant At Arms
Section 1. At the opening of each Midyear Meeting or Annual Meeting, the President may appoint any Active member of the Association as Sergeant At Arms and such necessary assistants as may be required.
Section 2. The duties of the Sergeant at Arms shall be to examine membership credentials of those present and permit no unauthorized persons to be present during the Meeting or Conference. He or she shall maintain order and shall perform any duty required of him by the President for the conduct of such Meeting.
Order of Business and Appointment of Parliamentarian
Section 1. The order of business shall be determined by the presiding officer of each business session of each Association meeting.
Section 2. Rules of Order. In the absence of any provision to the contrary in this constitution or rules of the Association, all meetings of the Association, the Executive Board, and of all other committees shall be governed by the parliamentary rules and usages contained in the current edition of Robert’s Rules of Order, Revised.
Section 3. The President may appoint a parliamentarian, to meet and serve with the President at his discretion. At the time of appointment the parliamentarian must be an Active Member of the Association.
The Association will meet at least two times each year. The location and dates for these meetings will be set by the Executive Board. Nothing in this article shall prevent the President of the Association from calling a special meeting of the Association.
Approved by VACP Active Members – August 9, 2004
Amended & Approved by VACP Active Members – February 4, 2007
Amended & Approved by VACP Active Members – August 10, 2010
Amended & Approved by VACP Active Members – April 12, 2011