THE CONSTITUTION AND BY-LAWS OF THE NATIONAL WILDLIFE REFUGE
OFFICERS ASSOCIATION, INC.
Article I. Name and Purpose
1. The name of the organization is the National Wildlife Refuge Officers Association, Inc.; herein after referred to as the Association.
2. The mission statement is as follows: The National Wildlife Refuge Officers Association, Inc. shall be an organization dedicated to the protection of National Wildlife Refuge lands and facilities; wildlife resources; safety of refuge visitors, fellow officers, and Refuge employees; enforcement of federal wildlife laws; the fostering of cooperation and communication among National Wildlife Refuge Officers; and the achievement of these purposes through the perpetuation, enhancement, and defense of the National Wildlife Refuge Officer profession.
3. The National Wildlife Refuge Officers Association, Inc. is a non-profit membership organization of United States Fish and Wildlife Service employees, associates, and supporters. The membership is comprised of commissioned National Wildlife Refuge Law Enforcement Officers and their associates and supporters who have joined together to accomplish common objectives. The charter and objectives of the Association are:
A. To promote and preserve the mission of the National Wildlife Refuge System by supporting and enhancing a professional law enforcement program. B. To support and encourage the just enforcement of the laws and regulations of the National Wildlife Refuge System; and federal and state wildlife and public safety laws associated with management of these areas. C. To support the professional careers of commissioned U. S. Refuge Officers charged with the enforcement of these laws and regulations, including unilateral recognition of the entire cadre of uniformed U. S. Refuge Officers as career professional federal law enforcement officers with full status under the provisions of USC 8336(c). D. To advance and advocate the high standards of professionalism, training and integrity of the federal law enforcement profession. E. To participate with the Fish and Wildlife Service in the development and
implementation of refuge law enforcement policy.
F. To strengthen the bonds of friendship and mutuality between Refuge law enforcement officers. G. To acquire or receive, to take charge of, hold and manage all property that may at any time or in any manner come or vest in this Association for any purpose whatsoever, whether by purchase, gift or grant, and to dispose of any and all whatsoever, whether by purchase, gift or grant, and to dispose of any and all property vesting in this corporation as the necessities of the Association require.
Article II. Membership
1. Membership is open to all active duty commissioned National Wildlife Refuge Officers; and to retired officers, resigned officers, friends and supporters.
A. Active membership is available to permanent and seasonal full or part time employees who are now or once were commissioned United States Refuge Officers. Initial dues will be $25.00 annually due on January 1, of each successive year. Annual dues may be adjusted by a majority vote of the Board after consideration of operation expense needs. B. Retired Refuge Officer membership is available to all retired employees who met the requirements for Active Membership at the time of retirement. Retired Officers will have annual dues of $15.00 due on January 1. C. Honorary Members may be appointed by vote of the Board of Directors and shall not be required to pay annual dues. The membership may submit nominations for honorary membership to the Board at any time. Acceptance will be determined based on service to the Association and to the profession of Refuge Law Enforcement. D. Associate membership is available to all friends and supporters who subscribe to the charter and objectives of the Association listed in Article I. . Associate members will have annual dues of $15.00 due on January 1 and are non-voting members who may not hold elected office.
2. National law enforcement officer or police organization affiliation will be reviewed within the first term of office of the first elected Board of Directors. The Board will then make a recommendation regarding affiliation options to the membership.
Article III. - Principal Office
The principal office of the non profit corporation in the State of Oregon shall be located in the County of Multnomah. The Association may have such other offices, whether within or without the State of incorporation as the Board may designate or as the business of the Association may from time to time require.
Article IV. Association business
1. Annual Meeting
A meeting of members shall be held annually, at such a date and time and method agreed upon by a majority of the Board,, in their sole discretion. The Board shall select a date in order to facilitate the greatest potential attendance by Voting Members, said annual meeting to be held for the purpose of electing Officers and other Board members and for the transaction of such other business as may come before the meeting. Because of the geographically widespread membership, business of the annual meeting may be conducted by mail survey or other
appropriate method of polling the membership.
2. Special Meetings
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board, and shall be called by the President at the request of the holders of not less than twenty percent (20%) of all the members entitled to vote at the meeting. Because of the geographically widespread membership, business of a special meeting may be conducted by mail survey or other appropriate method of polling the membership.
3. Place of Meeting
The Board may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Association. Because of the geographically widespread membership, the place of a meeting may be the location of a person(s) conducting a telephonic or mail survey.
4. Notice of Meeting or Poll of the Membership
Written or printed notice stating the place, day and hour of the meeting or the method of polling the membership; and, in case of a special meeting or poll, the purpose or purposes for which the meeting or poll is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the list of members of the corporation, with postage thereon prepaid.
5. Membership Lists - Voting
The Officer or Association designate having charge of the membership lists shall make, at least thirty (30) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Association and shall be subject to inspection by any member at any time
subject to reasonable notice of the request. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The membership list shall be prima facie evidence as to who are the members entitled to examine such list or to vote at the meeting of members.
At any meeting of members, twenty percent (20%) of the members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than said number of the members are represented at a meeting, a majority of members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a non-meeting mail or telephone poll is conducted all voting members will be polled.
At all meetings of members, an Active Member or voting member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting.
Each member entitled to vote (i.e., Active member, also called Voting Member ), in accordance with the terms and provisions of the articles of incorporation and these By-laws shall be entitled to one vote, in person or by proxy. All elections for the Board of Directors (i.e., Officers and Regional or Retired representatives) shall be governed in accordance with the provisions of Article IV of these By-laws; all other questions shall be decided by majority vote of the Voting Members, or the Board of Directors except as otherwise provided by the articles of incorporation or the laws of this State.
9. Order of Business
A. Roberts rules of Order will be followed at Association meetings except when precedent or By-laws dictate otherwise. B. The order of business at all meetings of the members, shall be generally as follows: 1. Roll call. 2. Proof of notice of meeting or waiver of notice. 3. Reading of minutes of preceding meeting. 4. Reports of Officers. 5. Reports of Committees. 6. Election of Directors. 7. Unfinished Business. 8. New Business.
10. Informal Action by Members
Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
The Directors shall review and subsequently set the annual dues members.
Article V - Board of Directors
1. General Powers
The business and affairs of the Association shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their members and the management of the corporation, as they may deem proper, not inconsistent with these By-laws, and the laws of this State.
2. Number, Qualifications, and Tenure
A. Number: The number of Directors of the Association shall be thirteen (13) , consisting of four (4) Officers, seven (7) Regional Representatives, (1) Retired Representative, and an Executive Director. If the number of regions containing National Wildlife Refuges changes, the number of Regional Representatives may be changed by a majority vote of the Board to correspond to the new number of regions. B. Officers: The four Officers shall consist of: (I) a President, (ii) a Vice President, (iii) a Secretary, and (iv) a Treasurer.
Such Officers shall be vested with , in addition to their powers and authority as a Director, with the powers and authority of their respective position as an Officer. Candidates for Officer-Directors must be an Active Member and commissioned officer, and shall be nominated by an Active Member and elected by a majority vote of the Active Members.
C. Regional Representatives: The seven (7) Regional Representatives shall be selected one (1) each from each of the seven (7) Regions of the United States Fish and Wildlife Service; the seven(7)Regions being hereinafter collectively referred to as the respective Regions . Each Regional Representative shall be nominated by an Active Member from his or her respective Region, and shall be elected by a majority vote of the Active Members from his or her respective Region and selected in alternating years based on Region. D. Retired Member Representative shall be nominated by an active retired member and shall be elected by a majority vote of those retired members for a two year term. E. Each Director, shall hold office for two (2) years or until his successor shall have been elected and qualified. Directors shall be elected at the Annual Meeting of voting members or by mail in proxy associated with the annual meeting. No more than six (6) directors shall be elected at any meeting except at the first Annual Meeting of Voting Members where five (5) of the Regional representatives will be elected for a term of one (1) year, and the two (2) Regional Representatives will be elected for terms of two years and the four (4) officers will be elected for two(2) years. No directors may serve more than two (2) consecutive terms of two (2) years. F. As hereinbefore and hereinafter used in these By-laws, the terms Director and Directors shall refer to the Officer-Directors as well as the Representatives. The terms Officer and Officers as hereinbefore and hereinafter used in these By-laws shall refer to the President , Vice-President , Secretary , and Treasurer.
3. Regular Meetings
A regular meeting of the Board shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of members. The Board may provide, by resolution, the time and place for the holding of additional regular meeting without other notice than such resolution. Because of the geographically widespread locations of members and the Board, the regular or other meetings may be held telephonically if necessary.
4. Special Meetings
Special meetings including telephonic meetings of the Board may be called by or at the request of the President or any two Board members. The person or persons authorized to call special meetings of the Board may fix the place or time (for a telephonic meeting) for holding any special meeting of the Board called by them.
Notice of any special meeting or mail vote shall be given at least thirty (30) days previously thereto by written notice delivered personally, or by telegram, or mailed to each Board member at his/her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a Board member at a meeting shall constitute a waiver of
notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
At any meeting including telephonic meetings of the Board seven (7) shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Board present may adjourn the meeting from time to time without further notice.
7. Manner of Acting
The act of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board.
8. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of Regional Representatives and vacancies occurring in the Board for any reason except the removal of a Director without cause may be filled by a vote of a majority of the Board members then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of a Board member without cause
shall be filled by vote of the membership within Region represented by that Regional Representative or in the case of an Officer by a mail in vote of the active members. If a President-Director resigns or the President-Director position becomes vacant for any reason that position will be filled by the Vice President for the remainder of the President s term. A Board member or Director/Officer elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.
9. Removal of Directors
Any or all of the Board may be removed for cause by vote of the Active Members or by action of the Board. Directors may be removed without cause only by vote of the Active Members in accordance with the provisions of Article IV of these By-laws.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation shall be paid to Board members or Officers, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
12. Presumption of Assent
A Director of the Association who is present at a meeting of the directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
13. Executive and Other Committees
The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board.
Article VI - Officers
The Officers of the Association (each of whom shall also be a Director) shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by a majority vote of the Active Members in accordance with the provisions of Article IV, paragraphs 2(a), 2 (b) and 2(d) of these By-laws. Such other officers and assistant officers, including but not limited to an Executive Director and/or Executive Secretary, as may be deemed necessary by the Directors may
be appointed by majority vote of the Directors.
2. Election and Term of Office
The officers of the Association shall be elected for a term of two (2) years at the first meeting of members, and then every other two (2) years at the respective annual meeting of the members. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his death or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Any officer or person elected or appointed by the Directors may be removed by the Directors whenever in their judgement the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.
The President shall be the principal executive officer of the Association and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Association. The President shall, when present, preside at all meetings of the members and of the Directors. The President may sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Directors, certificates for membership, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be
executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to
In the absence of the President or in event of his/her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Directors. The Vice-President will be the primary Association membership liaison and ambassador,
promoting Refuge Officer participation and cooperation with other law enforcement associations.
The Secretary shall keep the minutes of the members and of the Directors meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the Association records and of the seal of the Association and keep a register of the post office address of each member which shall be furnished to the Secretary by each respective member, have general charge of the membership list
and books of the Association and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Directors.
The Treasurer shall have charge and custody of and be responsible for all membership funds and any other funds received from members or others; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with these By-laws and in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Directors.
9. Executive Director
The Executive Director shall be elected by a majority vote of the other Directors and shall act as chairman at board meetings. This Executive Director will cast the deciding vote during board proceedings in instances of a tie vote.
Article VII -Association Funds
All monies raised by the Association are to be disbursed for the good of all members and for the established purposes of the Association Legal expenses authorized by the Board of Directors on behalf of one or more of the members and for the good of the Association are to be considered consistent with the purposes of the Association.
No salaries shall be paid to any Officer or Director, but nothing shall prevent the corporation from reimbursing any member or Director for expenses incurred while conducting Association business, hiring an Executive Director and/or other employees, who shall be compensated at a rate to be fixed by the Directors.
The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances (ie. Publication editing and printing, Web page development, etc.).
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
5. 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 Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Directors.
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Directors may select.
Article VIII - Certificates of Membership
Certificates of membership, in such form as may be prescribed by the Directors, may be issued to members.
Article IX - Fiscal Year
The fiscal year of the Association shall begin on the 1st day of October in each year.
Article X - Seal
The Directors shall provide an Association seal which shall be circular in form and shall be inscribed thereon the name of the Association, the state of non-profit incorporation, year of nonprofit incorporation and the words, Corporate Seal.
Article XI - Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Association under the provisions of these By-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XII - Amendments
These By-laws may be altered, amended or repealed and new By-laws may be adopted by a vote of the Active Members representing a two-thirds (2/3) majority of all the membership at any annual members meeting or at any special members meeting, or at any special members meeting when the proposed amendment has been set out in the notice of such meeting, or by any appropriately executed mail-in vote of the Active Membership.
Sworn to be the true and final as amended and approved
Constitution and Bylaws for the National Wildlife Refuge Officers Association, Inc.
Steve Knode Date
National Wildlife Refuge Officers Association, Inc.
Sworn to and subscribed before me this _________day of