We, the members of the Whittler Police Department, recognizing that our objectives and purposes can be best accomplished by cooperative action and can best be served by concerted efforts, do hereby form the Whittler Police Officers’ Association and adopt the following Constitution.

ARTICLE I NAME

Section 1: The name of this organization shall be the Whittler Police Officers’ Association.

ARTICLE II OBJECTIVES

Section 1: The objectives and purposes of this organization shall be to promote a closer bond of fraternity for mutual protection; to encourage and improve professionalization; to further efficiency within the ranks of the department; and to maintain and improve the working conditions, pay, retirement benefits and job tenure of the members of the department.

Section 2:Membership in this organization does not affect a member's duties or responsibilities to the service. Rank does not exist in this organization.

ARTICLE III MEMBERSHIP

Section 1: The membership shall consist of four classes as described in Article I of the ByLaws of this association. Said classes shall be: Regular, Associate, Auxiliary, and Retired.

Section 2: Notwithstanding Section 1, of this article, or any other provision of this Constitution or the ByLaws, no person shall be entitled to the rights and privileges of membership in this association who is not current in dues.

ARTICLE IV DUES

Section 1: The Association's financial year shall run from July 1 through June 30.

Section 2: In order to maintain good standing a member shall pay monthly dues and all fees and assessments lawfully voted by the Board of Directors.

Section 3: All dues assessments and fees of this association shall be in accordance with Article 1 Section D, of the Association ByLaws.

ARTICLE V BOARD OF DIRECTORS AND ELECTIONS

Section 1: The members of the Board of Directors shall be elected by the general membership of the Association and shall serve a term of two years.

Section 2: The Board of Directors of the Association shall number 9, elected in accordance with Article II, of the Association ByLaws.

Section 3: The newly elected members shall take office on the first day of October immediately succeeding their election and shall serve until one of the following occurs:

A. He resigns as a director and his resignation is accepted by the Board;
B. He is placed on retirement;
C. He resigns from the Department;
D. He is discharged from the Department;
E. He dies or is declared legally incompetent;
F. He is removed from office;
G. His successor is duly elected and qualified.

Section 4: Vacancies that may occur on the Board of Directors may be filled by appointment as described in the ByLaws of the Association.

ARTICLE VI EXECUTIVE OFFICERS AND ELECTIONS

Section 1: The Executive officers shall be as follows:

A. President - any active member of any preceding Executive Board is eligible;
B. Vice-President - any active member of any preceding Board is eligible;
C. 2nd Vice-President - any active member is eligible;
D. Secretary - any active member is eligible;
E. Treasurer - any active member is eligible.

Section 2: The nomination committee shall be selected in accordance with Article II Section B, of the Association By-Laws.

ARTICLE VII REMOVAL AND RESIGNATION

Section 1: Any Executive Officer or member of the Board of Directors who becomes negligent in the performance of his duties, or guilty of any acts inimical to the welfare of the Association may be removed from office by recall as provided for in Article II Section C, of the By-Laws of this Association.

Section 2: Upon the accepted resignation of the Executive Board positions of Secretary, Treasurer, or should a vacancy occur for any other reason the vacancy shall be filled by appointment of the Board of Directors.

Section 3: The vacancies for the offices of President, Vice-President and 2nd Vice-President, shall be filled by succession and/or election.

ARTICLE VIII FINANCE

Section 1: Disbursements shall be made only upon approval by a quorum of the Executive Board, and checks will be issued in payment of obligations, signed by any two of the Executive Board Members.

ARTICLE IX INCORPORATION

Section 1: The Board of Directors shall have the power and authority to incorporate this organization under the laws of the State of' California.

ARTICLE X AMENDMENTS

Section 1: This constitution may be amended by the favorable vote of a majority of those members voting on such amendment after it has been submitted to the members for approval in the following manner:

A. The Board of Directors by a majority vote, or 10% of the members of the Association by written petition signed by them, shall file a copy of a proposed amendment to this constitution with the Secretary of the Association.
B. The president shall fix a date and time not less than 30 days and not more than 60 days thereafter for a vote on the proposed amendment.

Section 2: The Board of Directors shall direct the preparation of a separate printed ballot to be submitted to all members eligible to vote who shall proceed to ballot. There shall be printed immediately after such question a box in which a member may cast a "yes" vote and a box in which a member may, cast a "No" vote by checking the respective box. The ballots shall be numbered consecutively beginning with 1, and after being filled out, placed in the ballot box so labeled and located in the Squad room or other appropriate place.

Section 3: The Board of Directors shall appoint an Election Committee of 3 members. The Election Committee shall have possession of all keys to the ballot box prior to the date of submission of the ballots. The locked ballot box shall be brought to an open meeting by the Election Committee within 3 days after midnight of the closing date of the balloting. A simple majority of the ballots cast in the affirmative shall be sufficient to amend the Constitution.

Section 4: The Election Committee shall be responsible for conducting the balloting and for the integrity thereof.

A. Any unresolved conflicts or challenges to the balloting procedure and/or the results shall be submitted for resolution to an organization performing alternate dispute resolution services, such as the American Arbitration Association (AAA) or Judicial Arbitration and mediation Service (JAMS).

ARTICLE XI RATIFICATION

Section 1: This Constitution shall be in full force and effect immediately upon adoption and represents the only Constitution of the Whittler Police Officers’ Association. Any amendments shall be in full force and effect upon adoption.

WHITTIER POLICE OFFICERS ASSOCIATION BYLAWS (REVISED 9/99)

ARTICLE I MEMBERSHIP

A. APPLICATION

1. Applications shall be completed in duplicate and presented at a regular meeting of the WPOA Board of Directors.
2. Any member desiring to register an objection to an application may do so in writing, setting forth the reasons for such objection anytime prior to the application being presented for acceptance at the appropriate Whittier Police Officers’ Association Board of Directors meeting. The Treasurer shall certify that the initiation fee, if any, has been paid.
3. After receiving an application for membership and considering all proper objections, if any exist, the WPOA Board shall vote to accept or reject the membership application or applications.
4. No person shall be denied membership on the basis of race, color, creed, gender, or national origin.
5. All sworn police officers of the City of Whittler shall have the opportunity to join the Association, free of initiation fee, within six months of employment. It shall be the responsibility of the Second Vice President to advise new employees of their eligibility for membership in WPOA. Such advisal should be recorded in the Association's records. In the event a new employee declines membership in WPOA, his/her future application for membership shall be subject to a two hundred ($200.00) initiation fee for consideration and approval of membership. Said two-hundred dollar ($200) initiation fee shall also apply to sworn personnel applying for reinstatement of membership under section C of ARTICLE I of the WPOA By-Laws.

B. RESIGNATION

1. A member in good standing and against whom no fees are pending, may resign from the association upon written notice of his intention to do so.
2. Upon favorable vote of the Board of Directors the resignation shall be granted to take effect immediately after the Board action.

C. REINSTATEMENT

1. Reinstatement will be granted in accordance with the above application procedure.
2. The effective date of membership shall be the date of reinstatement.

D. DUES AND FEES

1. In order to maintain good standing a member shall pay monthly dues and all fees and assessments lawfully voted by the Board of Directors.
2. No increase in dues, assessments, or fees may be imposed except in the following manner:

a. The proposed action must be brought to the attention of all members by written notice posted in a conspicuous place given at least 10 calendar days prior to the meeting at which the proposal is to be voted on.
b. The notice shall include the amount of the proposed increase, fee, or assessment and the reasons for the increase.
c. All members shall be afforded an opportunity to be heard on the matter in accordance with parliamentary procedure.
d. If a member desires to be heard in opposition but is unable to be present, he may appoint another to speak on his behalf, or he may submit written opposition to be read at the meeting. Such written opposition must be presented to the secretary at least three (3) calendar days prior to the meeting.
e. Upon written petition of at least 20% of the membership, the question will be submitted to the membership for a written ballot.
f. A two-thirds vote of the Board of Directors shall be required for adoption of the proposal if it is not presented to the membership for a written ballot as provided in subsection e above..

E. GENERAL PROVISIONS

1. A member in good standing shall not be denied the right to attend and be heard at any regular meeting of the membership, subject to rules of order.
2. The Board of Directors may, if deemed to be in the best interests of the association, hold closed meetings relative to receiving confidential reports from the WPOA Negotiating Committee.
3. Discussion of personnel action or disciplinary action taken by the police department against any member of the WPOA shall only take place at a closed session of the Board of Directors.
4. Trials and penalties shall be in accordance with parliamentary authority adopted by the Association.

F. DISSOLUTION

1. In the event of dissolution of the Association the Board of Directors shall be responsible for preparing a plan for distribution of WPOA assets.

a. It shall require a majority vote of the WPOA membership to adopt a plan for distribution of the WPOA assets to be presented to the membership at a meeting called in accordance with these By-Laws.

G. CLASSES OF MEMBERSHIP

1. Regular Members are sworn police officers of the Whittier Police Department who have applied for membership, have been accepted, and are members in good standing.
2. Associate Members are employees of the Whittier Police Department who are employed in a classification not included within the bargaining unit represented by Whittier Police Officers' Association, who have applied for membership, been accepted, and are members in good standing.
3. Auxiliary Members shall be any person not qualifying for membership under regular or associate status who applies for membership and whose membership is deemed by the WPOA Board of Directors as being in the best interests of WPOA. Auxiliary membership could include, but not be limited to, Captain and Lieutenant positions, unmarried spouses of deceased members of any class of membership.
4. Retired Members are members who have honorably retired from active service with the Police Department and who were regular or associate members for at least five years immediately preceding retirement from the Department.

ARTICLE II - OFFICERS

A. BOARD OF DIRECTORS

1. Members of the board Directors shall be elected by the general membership for a term of two years.
2. Members of the Board of Directors shall take office on October 1st of the year in which they are elected.
3. Vacancies that occur during the term may be filled by appointment of a candidate from the most recent election. If an appointment is made, it shall go to the candidate receiving the most votes among those candidates who were not elected.
4. On or about the 15th of September, the President shall convene a meeting of the incoming Board of Directors.

a. The order of business for this meeting shall be:

1. Nominations and election of officers;
2. Election shall be seriatim:

a) President
b) First Vice-President
c) Second Vice-President
d) Secretary
e) Treasurer

b. The newly elected President shall appoint, from the Board of Directors, Chairmen to any standing committees in existence.

5. Newly elected officers shall take office on October 1st following the election and serve until their successors are elected and qualified.
6. Vacancies shall be filled as follows:

a. If the President's office becomes vacant, he shall be succeeded by the First Vice President.
b. If the First Vice President's office becomes vacant, he shall be succeeded by the Second Vice President.
c. All other offices may be filled by the President by appointment from among the members of the Board of Directors.

B. NOMINATIONS AND ELECTIONS

1. In July of each year the President shall, with the advice and consent of the Board of Directors appoint a nominations committee consisting of three members
2. The Nominations Committee shall within 30 days of their appointment present to the Board of Directors a list of nominees. The committee shall certify that the nominees are eligible, that they have been contacted and are available and willing to serve as Directors.

a. Any regular member in good standing is eligible to be a candidate.
b. Any member of the association may nominate a candidate by submitting his name to the Committee.
c. Should there be more than two nominees per open position for the Board, the election committee shall conduct a primary election to reduce the candidates to two nominees per opening.
d. Should there be a tie providing for more Board designates than open positions, a run off election will be conducted.

3. Upon receipt of the certified list of nominees, the President shall direct the Secretary to prepare ballots and shall appoint an Election Committee consisting of three members

a. A nominee shall be ineligible to serve on the Election Committee.
b. The Election Committee shall be responsible for conducting the election and for the integrity thereof.

1) They shall distribute the ballots to the members.
2) They shall collect the ballots.
3) They shall tally the ballots and report the results to the Board of Directors.
4) The balloting shall be completed within five business days.
5) Any unresolved conflicts or challenges as to the election procedure and/or results shall be submitted for resolution to an organization performing alternate dispute resolution services, such as the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service (JAMS).

C. RECALL

1. Any director elected pursuant to these Bylaws may be subject to a recall election.
2. A recall petition shall consist of a statement of charges against a Director or Directors accompanied by signatures of 50% of the membership.
3. The petition shall be presented to the WPOA Board of Directors by a member in good standing.
4. Upon receipt of a recall petition the President shall appoint a three-member committee to: 1) verify the petition; 2) investigate the specific charges. The committee shall report the results of their investigation within 10 calendar days.
5. If the petition is verified to be in compliance with the By-Laws, the Board of Directors shall take appropriate steps to hold a recall election as soon as practicable.
6. A vote in favor of recall by two-thirds of the membership shall be required to remove a Director from office.
7. The results of the election shall be certified to the membership by the Board of Directors.
8. Vacancies occurring through recall shall be filled in accordance with the provisions of these By-Laws set forth in Article II, Sub Article A, Paragraph 3.

D. BOARD MEMBER ABSENCES

Notwithstanding any other provision of these bylaws, any board member who absents himself or herself from any three consecutive regular meetings of the board unless excused from attendance by consent of such board expressed by action of record in its minutes, who is absent from a total of five regular meetings of the board in any six month period without the consent of the board so expressed of record, shall there by automatically forfeit his or her position or office as a member of the board. The name of such person shall be automatically removed from the membership of the board immediately after the adjournment of the Board meeting during which such automatic forfeiture occurs.

ARTICLE III MEETINGS

A. ORDER OF BUSINESS

1. Call to order
2. Reading and approval of minutes of previous meeting
3. Reports of officers
4. Reports of committees
5. Unfinished business
6. New business
7. Communications
8. Bills presented
9. Good of the Association
10. Next meeting
11. Adjournment

B. PARLIAMENTARY PROCEDURE

1. Robert's Rule of Order Newly Revised shall be the parliamentary authority for this association and shall be adhered to in conducting all business.
a. A deviation from the order of business, By-Laws, or parliamentary authority shall require a two-thirds majority of the Board of Directors.

C. GENERAL MEMBERSHIP MEETING

1. All regular members shall be entitled to be heard and to vote on all issues in accordance with the adopted parliamentary authority.
2. A quorum shall consist of the voting membership present and five members of the Board of Directors.
3. All members shall be notified of a general meeting at least 5 calendar days prior to said meeting by written notice posted in a conspicuous place.

a. The notice shall give the date, location, time, and major issues to be raised at the meeting.
b. If a member cannot be present, he may assign his proxy to another member to be voted for him at the meeting.

4. Upon a vote of 2/3 majority of the Board of Directors notification under section 3 may be waived under the following circumstances:

a. If the Board of Directors deem expedited action to be in the best interests of the association.
b. Upon request of the Negotiating Committee relative to salary and benefit negotiations.

D. BOARD OF DIRECTORS MEETINGS

1. All members present shall be entitled to be heard on all issues raised.
2. Only members of the Board shall be entitled to vote on issues except as provided below:

a. If the President so desires, he may take a vote of the membership present prior to taking a vote of the Board. This vote is in no way binding on the Board but is merely to give the Board the feeling of the members present.
b. Upon motion and affirmative vote of the Board, the issue may be presented to the general membership present at the board meeting for a determinative vote.
c. Upon motion and affirmative vote of the Board, an issue may be presented to the general membership for determination by written ballot.

E. SPECIAL MEETING

1. Special meetings of the membership shall be called upon written petition of 33% of the general membership or upon concurrence of any 3 members of the Board of Directors, or by the President upon his own motion.
2. A written notice must be posted in a conspicuous place at least 5 calendar days prior to the meeting giving the date, time, location, and reason for meeting.
3. No other business may be discussed at this meeting.
4. A quorum shall consist of the voting members present after proper notices plus 5 members of the Board of Directors.

F. PROXIES

1. Any and all acts done under the authority of a proxy vote will be considered as having been done by the absent member for whom the proxy is acting.
2. A proxy may not confer official capacity to supplant the senior presiding officer present.
3. Should the member sending the proxy subsequently appear at the meeting, his proxy shall be automatically void during his presence.
4. A proxy, to be valid must be registered with the Secretary prior to the start of the meeting where exercised.
5. All proxies shall expire at the end of the meeting presented unless otherwise provided for within specific statements of the proxy.
6. All proxies shall be presented upon the standard WPOA form obtained from the Secretary.
7. Proxies may be exercised at either general meetings, special meetings, or meetings of the Board of Directors.

ARTICLE IV COMMITTEES

A. The President with the advice and consent of the Board of Directors, shall have the power to establish standing and/or special committees that may be necessary to carry out the objectives of this Association.

ARTICLE V PARLIAMENTARY AUTHORITY

A. The parliamentary authority of this Association shall be the current edition of Robert’s Rules of Order.

ARTICLE VI AMENDMENTS

A. These Bylaws may be amended upon a 2/3 vote of the Board of Directors after notice to all members of the proposed amendments at least 10 calendar days prior to the meeting at which the proposed amendment is voted on.

ARTICLE VII MANNER OF ACTING

A. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these By-Laws.

ARTICLE VIII- ACTION WITHOUT A MEETING

A. Any action by the Board of Directors may be taken without a meeting if all members of the Board, individually or collectively consent. Such consent shall be noted in the minutes of the next subsequent meeting.

ARTICLE IX COMPENSATION AND EXPENSESA.

A. All members of the Board of Directors shall serve without compensation, except by resolution. The Board of Directors may provide for expenses of attendance at meetings or other events as directed by the Board of Directors.

ARTICLE X LIABILITY

A. The Directors shall not be personally liable for the debts, liabilities, or obligations of the Association.

ARTICLE XI CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

A. Contracts and agreements

1. The Board of Directors may authorize any officer or officers of the association to enter into any contracts or agreements and to 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.

B. Checks, drafts, etc.

1. All checks, drafts, 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, officers, agent, or agents of the association, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
2. In the absence of such determination by the Board of Directors such instruments shall be signed by at least 2 of the authorized executive officers.

C. All funds of the association shall be deposited from time to time to the credit of the
association in such banks, trust companies, and other depositories as authorized by the Board of Directors.

DUTIES AND RESPONSIBILITIES OF WPOA EXECUTIVE OFFICERS

The progress, efficiency, and continued growth of the Whittler Police Officers Association are directly related to the dedication and participation of the Board of Directors. The majority of vital functions necessary in the running of WPOA are the responsibility of the executive officers. It is of paramount importance that executive officers understand the scope of their duties and responsibilities, which are spelled out in the Constitution and Bylaws or are a matter of established practice.
The following information is being provided to enumerate for each officer the major functions of their respective office. Obviously all possible circumstances cannot be anticipated in this outline and the WPOA President will from time to time assign special tasks and projects to board members. The President's ability to rely on his board and good communication among board members is a key factor in the successful operation of the association.

I. President

The WPOA President is the elected Chief Administrative Officer of the Association and presides over the Corporate Board of Directors.

Duties and Responsibilities:

A. Presides over all board, general membership, and special meetings of the association.
B. Coordinates the general business activities of the association.
C. Appoints chairmen to all standing and special committees.
D. Delegates assignments for the operations of the association.
E. Reviews all official WPOA reports, correspondence, and documents.
F. Oversees the following activities by direct involvement:

1. Labor Relations.
2. Public Relations.
3. Political Activity.

II. First Vice President

The WPOA first Vice President works as a general assistant to the President and should maintain an up-to-date knowledge of all association activities.

Duties and Responsibility:

A. Assumes duties and responsibilities of President in his absence.
B. Acts as chairman on donations committee.
C. Assists President in administering general business of association.

III. Second Vice President

The WPOA second Vice-President functions as the membership coordinator.

Duties and Responsibilities:

A. Insures orderly conduct at all WPOA meetings.
B. Insures that only members in good standing vote on WPOA matters.
C. Provides WPOA membership information to new department employees.
D. Maintains membership records.
E. Serves on donations committee.
F. Assumes duties of President in his and first Vice Presidents absences.
G. Assists President as requested.
H. Notifications of members
I. Responsible for administration of the WPOA life insurance program.

IV. Secretary

The WPOA Secretary is responsible for maintaining all records and files of the association.

Duties and Responsibilities:

A. Records minutes at all WPOA meetings.
B. Maintains files on all incoming and outgoing correspondence.
C. Coordinates work of WPOA clerical employee.
D. Maintains all WPOA files and records.
E. Serves on donation committee.
F. Assists President as requested.

V. Treasurer

The WPOA Treasurer is responsible for the finances of the association.

Duties and Responsibilities:

A. Receives and deposits all funds.
B. Prepares drafts for payment of bills.
C. Advises WPOA Board on procedures for expenditures of funds per by-laws.
D. Maintains financial records.
E. Reports on financial condition of association to WPOA Board.
F. Assists President in annual audit, financial reports, tax reporting and communication with Association CPA.