OLEEAA By-Laws - OLEEAA

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ARTICLE I: NAME

The official name of this organization shall be the Ohio Law Enforcement Explorer Advisors Association, hereafter referred to as OLEEAA or the Association.

ARTICLE II: MISSION AND PURPOSE

OLEEAA is a non-profit, non-partisan educational entity established for the purpose of creating a communications network between all law enforcement posts in the State of Ohio and promoting Law Enforcement Exploring within the State of Ohio.  Also included in this are equivalent groups in comparable organizations designed to promote a career in law enforcement among youth.  (Any references in the remainder of this document to "Advisors", "Explorers", or "Post" would encompass their corresponding designations in the comparable organizations.)  This is done through the following activities:
A. Sponsoring and supporting programs that enhance the mission of the Boy Scouts of America (BSA) affiliated Learning for Life, Law Enforcement Exploring program
B. Developing and implementing educational, recreational, and competitive programs and events that foster vocational awareness, professional knowledge, character development, and overall fitness to benefit the youth of Ohio
C. Assisting law enforcement agencies and BSA Councils with the formation and development of new Law Enforcement Explorer Posts
D. Encouraging Law Enforcement Explorer Posts to participate in local, regional, and national law enforcement conferences and other events
E. Planning and conducting specialized training programs for Explorers and Advisors
F. Engaging in such other activities deemed necessary to support the mission of Law Enforcement Exploring
G. In order to do this OLEEAA will comply with all current and future Learning for Life/Law Enforcement Exploring policies and procedures  
H. In order to do this OLEEAA will coordinate with the appropriate learning for Life offices when any activity or event involves multiple Learning for Life jurisdictions.
I. As part of this OLEEAA will, to the extent possible, avoid planning activities that conflict with national conference.  



ARTICLE III: ADMINISTRATION

OLEEAA shall be administered by the elected officers and board members of the Association with assistance of appointed, standing, special, and/or ad hoc committee chairpersons and their respective committee members.



ARTICLE IV: MEMBERSHIP

Membership in OLEEAA shall be open to law enforcement officers and support personnel provided he or she is registered as an adult leader with any Post chartered as a Law Enforcement Explorer Post as set forth by Learning for Life; or equivalent groups in comparable organizations designed to promote a career in law enforcement among youth; and sponsored by:

A. Any certified municipal, county, state, or federal law enforcement agency in the State of Ohio
B. Any certified municipal, county, state, or federal law enforcement agency of any other state upon majority vote of the Board of Directors of the Association

Membership may not be restricted on the basis of gender, race, religion, creed, sexual orientation or political persuasion.

Applicants for membership shall file with the secretary an application in such form as the Association shall determine.

4.1   Classification of Membership: There shall be three (3) classifications of membership in OLEEAA, which are defined as follows:
1. Active Member: Includes any member who is registered as an adult leader with an Ohio Law Enforcement Explorer Post and is a sworn law enforcement officer or support personnel of a state, local, or federal law enforcement agency located in the State of Ohio or as a member-at-large of an Ohio BSA Council. Active members have full voting rights in the Association. Members not current with their OLEEAA membership dues are considered inactive and prohibited from holding office, serving on committees, or casting votes.
One (1) Learning for Life professional with responsibilities including Law Enforcement Exploring from the jurisdiction where the Association has its official address may serve without fee as a full member of the Association. This ex-officio member may not be eligible to serve on the Board of Directors or Executive Committee of the Association.

2. Associate Member: Includes any Law Enforcement Explorer Advisor, Associate Advisor, or other law enforcement officers or support personnel demonstrating skills and interests critical to the advancement of Law Enforcement Exploring upon approval of the Board of Directors of the Association. Associate members are not eligible to serve as officers of the Association or cast votes, but may serve on committees.

3. Honorary Member: Includes any individual who has rendered outstanding service to the Association and/or Law Enforcement Exploring, but does not meet the criteria for active or associate membership. Any Active member may nominate an individual for consideration as an Honorary Member. The OLEEAA Board of Directors will evaluate nominations of Honorary Members and may approve a person for the same by majority vote of the Board Members.
a. Honorary members are not eligible to serve as officers of the Association or cast votes, but may serve on committees.
b. Honorary members are exempt from paying dues.

4.2 Termination of Membership: The Association may, for just cause, terminate the membership of any membership of any member by affirmative vote of the majority of all active members present at a regularly constituted meeting. Prior to taking any action for removal, the member in question will be advised in advance, by letter transmitted via certified mail, of the reason(s) for seeking such action and permitted to present a response by mail or in person at a regularly constituted meeting.

4.3 Resignation: Any member may resign from the Association by submitting a letter of resignation with the secretary. However, such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges therefore accrued and unpaid.

4.4 Reinstatement: Upon a letter of request signed by a former member and filed with the secretary, the Association may, by affirmative vote of the majority of all active members present at a regularly constituted meeting, reinstate such former member upon such terms as the Association may deem appropriate.



ARTICLE V: OFFICERS, REPRESENTATIVES, AND COMMITTEES

The OLEEAA Board of Directors shall consist of the Executive Officers and five (5) additional board members. The Executive Board shall consist of a President, Vice President, Secretary, and Treasurer. A Board member may not hold office for more than two (2) consecutive terms. No person may hold more than one office in the Association at the same time.

5.1 Eligibility for Nomination to Board of Directors: Any adult who is registered with Learning for Life and a Law Enforcement Exploring Post, and is:
A. Affiliated with a recognized Law Enforcement Agency.
B. Is a member in good standing with the OLEEAA.

5.2 Election and Term of Office: Election and Term of Office for the Board of Directors shall be as follows:
A. Nominations and elections shall be made at the annual OLEEAA Conference.
B. All Offices shall be for a two (2) year term.
C. Board of Director positions shall have alternating elections years as follows:
1. President, Treasurer and Board Member positions “5” and “6” shall be up for election each odd numbered year (2009, 2011, 2013, etc…).
2. Vice President, Secretary and Board Member positions “7,” “8,” and “9” shall be up for election each even numbered year (2008, 2010, 2012, etc…).
3. If a Board Member from the alternating list is elected to another office, there shall be an election to fill the vacant position for the remaining 1 year term.
D. Should the annual conference be cancelled for cause, all board positions shall continue until the next conference.

5.3 Election Procedures:
A. It shall be the responsibility of the Secretary of OLEEAA to notify all Explorer Posts in the State of Ohio of Board positions that will be up for election at least two (2) months prior to that year’s conference and prepare the appropriate ballots.
B. Each Active Member in attendance shall have one vote.
C. Votes shall be by secret ballot and counted by the Executive Officers not up for election that year. Upon installment of the new Board of Directors for that year the secret ballots may be destroyed by appropriate motion from the floor and majority voice vote of membership.

5.4 Impeachment: Any member of the Board of Directors may be removed, for just cause, by the affirmative vote of two-thirds (2/3) of all active members present at a regularly constituted meeting. Prior to taking any action for removal, the officer in question will be advised in advance, by letter transmitted via certified mail, of the reason(s) for seeking such action and permitted to present a response by mail or in person at a regularly constituted meeting.

5.5 Vacancies: Should an officer, with the exception of the president, vacate his or her office for whatever reason, an interim replacement will be named by the Board of Directors and a special election to permanently select a replacement for the vacated term will be held at the next regularly constituted meeting. In the event the president vacates his or her office, the vice-president will assume the position for the remainder of the term.

5.6 Executive Officers Duties:
1. President: The president shall be the principal executive officer of the Association. The president shall:
a. Preside at all association meetings except in those instances in which such authority is expressly delegated to another officer.
b. Oversee all business affairs and functions of the Association, as well as ensure that all resolutions and directives approved by the Board of Directors are carried into effect, except in those instances where such responsibilities are assigned to some other individual(s).
c. Have the power to appoint regional representatives, as well as the chairperson and members of all committees.
d. Represent the Association at all official and public functions.
e. Ensure adherence to all association by-laws.
f. Serve as an ex-officio member of all association committees.
g. Serve as general chairperson for the annual OLEEAA sponsored Law Enforcement Explorer Academy.
h. Discharge such other duties incident to the office of Vice-president and/or other responsibilities as may be prescribed by the Board of Directors and membership of the Association.

2. Vice-President: The vice-president shall:
a. Perform all duties of the president in the absence or disability of the president and when so acting shall have all the powers and privileges granted to the president as outlined in the Association by-laws.
b. Be responsible for making notification of association meetings vial regular or electronic mail and on the OLEEAA website.
c. Serve as general chairperson for the annual OLEEAA Conference and any other such future competitive programs or conferences that may be sponsored by the Association.
d. Serve as general chairperson for any training programs sponsored and approved by the Association.
e. Discharge such other duties incident to the office of vice-president and/or other responsibilities as may be prescribed by the Board of Directors and membership of the Association.

3. Treasurer: The treasurer shall be the principal accounting and financial officer of the Association. The treasurer shall:
a. Be responsible for maintaining financial records for the Association in accordance with generally accepted standards of accounting.
b. Receive, deposit, and disburse association funds as directed by the Board of Directors.
c. Manage all association fiscal accounts.
d. Assist with annual audit of association funds conducted by a committee composed of at least three (3) members appointed by the president for this purpose.
e. Maintain financial statements, bank records, vouchers, receipts, and other such documents required by law and/or Board of Directors.
f. In association with the secretary, be responsible for filing annual reports and other documentation required by the state or federal government to maintain the Association’s status as a tax exempt, not-for-profit entity.
g. Discharge such other duties incident to the office of treasurer and/or other responsibilities as may be prescribed by the Board of Directors and membership of the Association.

4. Secretary: The secretary shall:
a. Be the custodian for all non-financial records for the Association.
b. Record and maintain accurate notes for all association meetings.
c. Maintain a current membership roster for the Association.
d. Keep a record of all incoming and outgoing correspondence for the Association.
e. Prepare the agenda, as directed by the president, for all association meetings.
f. In association with the treasurer, be responsible for filing annual reports and other documentation required by the state or federal government to maintain the Association’s status as a tax exempt, not-for-profit entity.
g. Discharge such other duties incident to the office of secretary and/or other responsibilities as may be prescribed by the Board of Directors and membership of association.

5.7 Representatives: In order to provide representation to all Law Enforcement Explorers and Advisors in Ohio, the president shall appoint an adult representative from each Boy Scout Council in Ohio. Each adult representative must be an active member of OLEEAA and will serve the president. Each representative will ensure Law Enforcement Explorer Posts in their respective area of responsibility are kept informed of OLEEAA programs and other matters of importance to Law Enforcement Explorers and Advisors. Representatives will also convey to the president and Board of Directors suggestions or concerns about Law Enforcement Exploring and related matters as expressed by the Advisors and/or Explorers in their area.

5.8 Committees: OLEEAA may establish by means of the Association by-laws such standing committees as deemed necessary to accomplish continuing activities, tasks, and functions. The Board of Directors may also establish by resolution special or ad hoc committees. A committee chairperson may form such sub-committees as necessary in order to provide for the effective and efficient operation of his or her respective committee. No member of any type of committee may initiate any formal action on behalf of the Association; make any public statement for the Association; or in any way commit the Association contractually, financially, or with regard to policy unless such action is explicitly approved by association by-laws, resolution, or Board of Directors.

5.9 Standing Committees: The following standing committees are designated for the indicated purpose:
a. Audit Committee: Responsible for conducting an annual audit of association finances, property and other assets.
b. Conference and Competition committee: Responsible for planning, coordinating, and conducting the annual competition sponsored by the Association and any future competitive events or conferences.
c. Awards, Scholarships and Banquet Committee: Responsible for developing various types of association recognition awards along with the eligibility criteria and the selection process for same. This committee will also administer any scholarship approved by the Board of Directors and may develop independent scholarship sources that may be administered by the Association. The committee will plan and conduct occasional association awards banquets as approved by the Board of Directors.
d. Public Relations and Communications Committee: Responsible for promoting the purpose and objectives of the Association as well as any association sponsored events. This committee will also maintain the Association's website to ensure all information contained therein is current, accurate, and presented in the best possible manner.
e. Training and Education Committee: Responsible for planning, coordinating, and conducting training programs that enhance the mission of the Association and Law Enforcement Exploring. This committee shall also identify and promote educational opportunities that may further the personal and professional development of its members.
f. Nominating Committee: Responsible for identifying candidates for positions on the Board of Directors and presenting each November a slate of nominees for consideration and selection by the membership.

5.10 Special or Ad Hoc Committee: The OLEEAA Board of Directors may, by resolution, designate one or more special or ad hoc committees for the purpose of carrying out specific duties and functions as outlined in the resolution. Except as otherwise provided in such resolution, the president of the Association shall appoint the members and chairperson thereof subject to the advice and consent of the Board of Directors.

5.11 Term of Office–Representatives, Committee Members, and Chairpersons:
Each representative, committee member, and committee chairperson shall serve at the pleasure of the president and until his/her successor is appointed, unless sooner terminated, or unless such member is removed by the president with the concurrence of the Board of Directors.

5.12 Vacancies–Committees: Any vacancy in the membership of any committee may be filled by appointment in the same manner as provided in the case of the original appointment.


ARTICLE VI: MEETINGS AND QUORUM

6.1 Annual Meeting: An annual meeting of the Association full membership shall take place at least once every year during the annual conference, but may occur more frequently, at such time and such place as designated by the Board of Directors.

6.2 Board of Directors Meeting: The Board of Directors shall meet at least quarterly as designated by the president. No more then two (2) of these meetings shall be done by teleconferencing or other electronic means.

6.3 Special Meeting: Special meetings of the Association may be called by the president or any two members of the Board of Directors.

6.4 Place of Meeting: The Board of Directors may designate any appropriate and reasonable location as the place for any regular or special meeting.

6.5 Notice of Meeting: The vice-president shall be responsible for making notification of association meetings via regular or electronic mail and on the OLEEAA website. Such notification will include the date, place and time for such meeting, along with, if possible, a copy of the meeting agenda. Notifications for special meetings should include the reason for calling such a meeting.

6.6 Exigent Action by Board of Directors: In the event a situation should arise that requires immediate action by the Board of Directors and time and/or other circumstances does not permit the calling of a special meeting, the president, or in his absence the vice-president, may conduct a telephone or electronic mail poll of the Board of Directors in order to obtain majority approval for whatever action is deemed appropriate. Such a situation and the action taken by the Board of Directors shall be fully reported and recorded into the minutes of the next regularly constituted meeting of the Association.

6.7 Quorum:  Five (5) or more members of the Board of Directors shall be considered a quorum for any regular or special meeting of the Association. If a quorum is not present, the meeting shall be postponed until such time a quorum is established or the meeting is cancelled for a lack thereof.

6.8 Voting: With the exception of a proposal to amend the Association by-laws, the method for voting for all association business, resolutions, and related matters shall be by show of hand or voice unless otherwise requested by any active member present at the time of such vote.

6.9 Order of Business: The agenda and order of business at all association meetings shall be as follows:
a. Call to Order
b. Roll Call (Attendance)
c. Secretary's Report
d. Treasurer's Report
e. Committee Reports
f. Unfinished Business
g. New Business
h. Adjournment



ARTICLE VII: FINANCES/DUES

7.1 Gifts, Contributions, etc: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or any special purpose of the Association providing such contribution, gift, bequest, or devise will explicitly be used for the benefit of or to further the objectives of the Association.

7.2 Dues: The Board of Directors of the Association shall determine from time to time the rate and schedule of dues to be paid by active and associate members of the Association. Dues will be paid in full to the treasurer during December of each year and will not be prorated for any active member joining the Association after the beginning of the fiscal year.

7.3 Deposits: All association funds shall be deposited to the credit of OLEEAA accounts in such banks, trust companies, or other depositories as approved by the Board of Directors.

7.4 Fiscal Control: The Board of Directors shall ensure that a system of fiscal controls is maintained for the purpose of ensuring that no one person is permitted to expend, withdraw, or transfer association funds without approval from the Board of Directors. All association checks or other financial instruments that obligate association funds shall be signed by the treasurer and countersigned by the president.

7.5 Annual Audit: An annual audit of the OLEEAA funds, to include but not limited to receipt of funds, deposits, and expenditures, will be conducted by a committee composed of at least three (3) members appointed by the president for this purpose. The Association treasurer shall assist with the audit but may not serve as a member of the audit committee. The committee shall conduct an audit in November of each year and will prepare and deliver an audit report to the Board of Directors at the December meeting.

7.6 Dissolution: The Association shall use its funds only to accomplish the purposes and objectives specified in these bylaws or for the purposes outlined in any resolution adopted and approved by the Board of Directors. Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all OLEEAA financial liabilities, dispose of all association assets, financial or otherwise, in such a manner as to equitably benefit the Law Enforcement Explorer Posts represented by the active members of the Association.




ARTICLE VIII: AMENDMENTS

These by-laws may be altered, amended, or repealed, and new by-laws may be adopted, by a two-thirds vote of the active membership present at any regularly constituted association meeting. The by-laws may contain any provision for the regulation and management of OLEEAA so long as such provision is not inconsistent with the law or purposes and objectives of the Association. Proposed amendments to the by-laws may be submitted, in writing, to the secretary by any member of the Association. Proposed amendments must be posted on the Association website for at least thirty (30) days or disseminated via email thirty (30) days ahead of the meeting and read at the next regularly constituted meetings prior to being considered for adoption.


ARTICLE IX: RECORDS

The Association shall maintain complete and accurate documentation of all financial transactions, accounting statements, meeting minutes, membership rosters, committee reports, event records, and other pertinent information that memorializes the actions and activities of the Association. These records shall be maintained for an indefinite period of time for legal, historical, and review purposes.


ARTICLE X: PARLIAMENTARY PROCEDURE

For procedures not articulated in the by-laws or resolutions of the Association, the most recent edition of "Roberts Rules of Order" shall be the governing authority.



 
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