HCNWA By-laws

Hillsborough County
Neighborhood Watch Association
A non profit association dedicated to crime prevention
P. O. Box 261152, Tampa, Florida 33685-1152

ByLaws

Article I
Name and Territory

The name of this organization shall be HILLSBOROUGH COUNTY NEIGHBORHOOD WATCH ASSOCIATION, INC. The Association shall encompass the unincorporated area within the boundaries of Hillsborough County, Florida

Article II
Nature and Purpose of the Association

The general nature, purpose and objectives of this Association are to: promote citizen awareness of the need for crime prevention; establish a coordinating council of all Neighborhood Watch programs in Hillsborough County; assist the Hillsborough County Sheriff's Office in the planning, development, promotion and execution of crime prevention programs for per4sonal and property protection; and to foster effective communication and understanding between the residents of Hillsborough County and their law enforcement officials to make all neighborhoods safer places in which to live.

Article III
Organizational Structure

The Association exists as a separate and independent organization supportive of the Hillsborough County Sheriff's Office. Policies, procedures and standards set by the Sheriff's Office to enhance crime prevention efforts will govern the activities of the Association.

The Association shall be structured into two components:

A. The Corporate Officers and Board of Directors.

B. The main body of membership consisting of the designated coordinators of each Neighborhood Watch program. Each
coordinator must be approved by the Hillsborough County Sheriff's Office.

Article IV
General Membership

Membership in the Association is open to each Neighborhood Watch program approved by the Hillsborough County Sheriff's Office through representation by a program coordinator designated by the community who is at least 21 years of age. Membership shall be open without regard to race, sex, color, creed, national origin, religion or economic status.

Each coordinator, by accepting membership, agrees to conform to and abide by the provisions of the bylaws of the Association and the policies set forth by the Board of Directors.

The general membership of the Association will meet at least once each six months. The annual meeting and elections will be held each October.

Members of the Association in attendance at a general or special meeting shall constitute a quorum in the event an election is scheduled.

Article V
Dues and Finances

Section 1. Dues.

Dues necessary to support approved activities of the Association will be set from time to time by the Board of Directors.

Section 2. Funds.

The Board of Directors shall designate a federally insured depository for funds of the Association.

Section 3. Dissolution.

Upon dissolution of the Association, all assets remaining after payment of all costs and expenses of such dissolution shall be disbursed to such educational, public or charitable organizations as are ruled tax exempt by the Internal Revenue Service under Code 501 © (3) and 170 © (2) of the Internal Revenue Code of 1954 (or corresponding provisions of any subsequent revenue laws). Organizations having goals and objectives similar to those of this Corporation are to be selected by the last Board of Directors. None of the assets will be distributed to any member, officer or director of this Corporation.

Article VI
Officers

Section 1. Officers.

The officers of the Association shall consist of the President, Vice President, Secretary, and Treasurer. Candidates for office must be the coordinator of an existing Neighborhood Watch program and served in that capacity for at least one year.

Section 2. Election.

All officers of the Association shall be elected by a majority vote of the membership. The President shall appoint a nominating committee each year to present to the membership a slate of officers to fill expired terms. Election of officers will be held each year at the general membership meeting in October. Nominations of eligible and willing candidates may be accepted from the floor. Members of the Association in attendance shall constitute a quorum for the election.

To provide continuity, election for the office of President and Treasurer shall take place in even numbered years. Election for Vice President and Secretary shall occur in odd numbered years. Both election's shall be contingent upon passing a background check by Hillsborough County Sheriff's Office.

Section 3. Term of Office.

The term of office for all officers shall be two (2) years. Officers completing a two-year term may be nominated and elected for succeeding two-year terms.

Section 4. Vacancies.

In the event the President shall not complete a term of office, said term shall be completed by the Vice President. All other officer vacancies shall be filled at a special election meeting of the Directors.

Section 5. Duties of Officers.

A. President: shall be the Chief Executive Officer of the Association and Chairman of the Board of Directors. Specific duties
include:

Presiding at all meetings of the Board of Directors and at general membership meetings.

Signing all contracts, agreements and other instruments necessary to the conduct of corporate business.

Appointing all committees and chairpersons subject to ratification by the Board of Directors. The President will serve as
ex-officio member of all committees.

B. Vice President: The Vice President shall:

Perform all duties assigned to the President during the absence of temporary disability of the President.

Per4form all special duties assigned by the President or the Board of Directors.

C. The Secretary shall:

Maintain an accurate list of all members of the Association (neighborhood programs and their coordinators)

Distribute to all officers, directors and members, notice of all meetings and other publications as may be required.

Maintain the corporate seal and attest to the signature of the President and other officers when necessary.

Prepare correspondence as directed by the President and maintain a file of incoming and outgoing correspondence.

Ensure timely submission of required reports.

Record, transcribe, maintain and distribute the minutes of all meetings.

D. Treasurer: The Treasurer shall:

Sign all checks, drafts or other negotiable instruments.

Pay all approved expenses of the Association.

Prepare all financial reports for the Association as may be required by the Board of Directors, general membership or
governmental authority.

Develop a proposed budget for each fiscal year for approval by the Board of Directors. The proposed budget will be
submitted to the Board at least thirty (30) days prior to the beginning of each fiscal year.

Submit current financial records for review as required by the Board of Directors and for necessary audits.

File all financial reports and forms of the Association.

Article VII
Board of Directors

Section 1. Directors.

The Board of Directors of the Association shall consist of not less than twelve (12) nor more than (16) members of the general membership in good standing. Candidates for the Board must be the coordinator of an existing Neighborhood Watch program.

Section 2. Election.

All directors of the Association shall be elected by a majority vote of the membership The President shall appoint a nominating committee each year to present to the membership a slate of candidates for directors to expired terms. Election of directors will be held each year at the general membership meeting in October. Nominations of eligible and willing candidates may be accepted from the floor. Members of the Association in attendance shall constitute a quorum for the election.

Section 3. Term of Office.

The term of office for all directors shall be two (2) years. Directors completing a two-year term may be nominated and elected for succeeding two-year terms.

Section 4. Vacancies.

Whenever a vacancy exists on the Board, for whatever reason, the un-expired term shall be filled at a special election meeting of the directors. Due consideration shall be given by the Board to persons previously nominated but who failed to win election.

Section 5. Duties of Directors.

The Board of Directors shall be the governing body of the Association and shall:

Determine all matters of policy for the Association.

Approve all contracts, agreements, programs, plans and developments of the Association.

Receive all reports from corporate officers and standing or special committees.

Cause an annual audit of the Association's financial records for review and approval of the Board.

Perform other duties as assigned herein or as identified and approved by the Board.

Section 6. Meetings.

The officers and directors of the Association shall be convened by the President at such times during the year s required. As a minimum, the officers and directors will meet at least once each six months. Other meetings will be called as necessary by the President. A quorum shall exit when fifty one percent (51%) of the currently serving directors are in attendance at any Board meeting. An announcement of each meeting to be convened and the agenda for such meeting will be published by the President at least seven (7) days in advance of such meeting.

Section 7. Attendance.

Any member of the Board who shall fail to attend two (2) consecutive meetings without justification may be subject to removal from office. Such removal will be at the discretion of the Board. A vote for removal may be held at a regular or special meeting provided a quorum (51% of currently serving Directors) is present. A majority vote is required. A director may designate an alternate to attend any meeting during his or her absence by notifying the Secretary. The alternate may have the same voting privilege as the Director. Proxy votes are acceptable provided a minimum of one day advance notice is given to the President.

Section 8. Standing Committees.

As a minimum, the following standing committees shall be appointed:

    Plans and Programs
    Public Relations
    Education
    Finance / Fund-raising

Article VIII
Removal From Office

An officer, board member, coordinator or other official of the Association may be removed from office by a two thirds majority vote of the Board of Directors. Reasons for removal from office include but are not limited to:

Gross negligence; criminal misconduct; participation in activities which reflect unfavorably upon or result in discredit to the Association; behavior considered disruptive to the orderly conduct of the Association; death or incapacitation to the degree that he/she is incapable of performing the official functions required of the position or office held; failure to attend required meetings, training or other activities related or essential to the proper conduct of that person's office or position; wilful violation of the Association By-laws and/or Articles of Incorporation.

Should the Board of Directors contemplate action under the provisions of this Article, a formal letter will be forwarded t6o the individual concerned, via registe4red mail, informing him/her of the action contemplated and the scheduled date, time, and location of the Board meeting when the vote for removal shall take place.

Should the individual concerned have reason to present mitigating circumstances or elect to appeal the matter with the Board, he/she shall inform the President of such in writing no less than five (5) working days prior to the scheduled meeting.

Upon completion of the Board action and vote for removal from office, the Secretary will prepare a letter to the individual concerned, informing him/her of the action taken with regard to their removal or non-removal from office.

Article IX
By-Laws Amendment

These by-laws or the Articles of Incorporation of the Association may be amended by a majority vote of the Board of Directors at a regular or special meeting of the Board. Ten (10) days written notice of a proposed amendment(s) shall be given to each Director prior to the meeting unless written notice is waived by each Director before any amendment is voted upon.

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