Bylaws
As a professional organization, CPOA is governed by our current bylaws.
ARTICLE I
ORGANIZATION
SECTION 1. Name
SECTION 2. Purpose
The Association has a stated mission that spells out its purpose. This mission statement calls for leadership, networking, advocacy, and professional development.
To fulfill its mission, the Association shall strive to achieve the following objectives:
(a) Advocate for local, state and national public law and funding which is in the interests of public safety and of professional law enforcement for the people of the State of California.
(b) Develop and implement education and training programs which enhance public safety and professional law enforcement in the State of California.
(c) Develop and implement programs which enhance the promotional and operational capabilities of California’s law enforcement and public safety executives, managers, supervisors, and those preparing for advancement to these positions.
(d) Support the innovation and technology advancement of law enforcement and public safety administration and crime prevention by promoting unified planning and action on all issues pertaining to crime prevention and the administration of justice.
(e) Establish strategic partnerships and foster collaboration with associations involved in local, regional, state and criminal justice, public safety and professional law enforcement and public safety services.
(f) Encourage high professional standards of conduct by those who hold positions of trust as law enforcement personnel.
(g) Provide legal advocacy and representation on critical issues and case law impacting law enforcement operations.
ARTICLE II
REGIONS
SECTION 1. CPOA and Regions.
SECTION 2. Organizational Relationship.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership
(a) Regular Members-Those who are appointed under the authority of federal or state law as peace officers and all honorably retired peace officers in the state of California are eligible to be a Regular Member of the Association. This currently includes membership categories Sworn, Reserve, Retired, and Department Membership members. Regular Members will be afforded full participation in the Association and shall have full voting rights.
(b) Professional Staff-Full-time, permanent non-sworn employees of public safety organizations. Professional Staff shall not be eligible to vote, hold elected office, or serve on the Board of Directors but may serve on volunteer task forces and committees, and receive all other member benefits.
(c) Friends of CPOA shall be individuals who are volunteers, part-time employees, or others interested in and who support the law enforcement profession and CPOA’s mission and otherwise do not qualify for Regular or Affiliate Membership. Friends of CPOA shall not be eligible to vote, hold elected office, or serve on the Board of Directors but may serve on volunteer task forces and committees, and receive all other member benefits.
(d) Affiliate Membership is for individuals whose businesses, whether they be sole-proprietors, partnerships or corporations, provide goods and services to the law enforcement profession. Affiliate members shall not be eligible to vote, hold elected office, or serve on the Board of Directors, but may serve on volunteer task forces and committees. Only one representative from a business/corporation may serve on the same task force or committee at any given time.
SECTION 2. Dues
SECTION 3. Termination of Membership.
SECTION 4. Reinstatement of Membership.
(a) For non-payment of dues: A member who loses membership because of non-payment of dues may be eligible for reinstatement to the Association once dues are paid in full, however the calculation of their years of membership will be affected accordingly.
(b) For improper action: A member who loses membership by direction of the Board of Directors may apply in writing to be reinstated at a Board Meeting at least one year from date of removal.
ARTICLE IV
MEETINGS OF MEMBERS
SECTION I. Annual Meetings.
The presiding officer at all Association meetings will be the current President. If the President is not present the Vice President next in line to succeed to the Presidency shall preside.
The organization shall hold an Annual Meeting within every 12-month period, the specific date, time, and location of which will be designated during a previous Board of Directors meeting by a majority vote. At the annual meeting the members shall elect directors and officers and receive reports on the activities of the association.
In the event that the scheduled Annual Meeting cannot be held at the time and place determined, the Executive Committee shall designate an alternate time and place and notify the membership of the Association. In the event emergency conditions, such as pandemic, earthquake, fire, floor, or other natural disaster or Act of God exists such that members cannot meet in a physical location, the Executive Committee may designate a meeting to be held entirely by electronic video screen communication, subject to notice and consent requirements set forth herein. In such event, members must be provided, prior to the meeting, instructions on how to joint the meeting.
If authorized by the Board in its sole discretion, and subject to the requirements of consent in Corporations Code §20(b) and §18330 and guidelines and procedures the board may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the Association or by electronic video screen communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Association or by electronic video screen communication, subject to the requirements of these bylaws.
A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the Association or by electronic video screen communication (1) if the Association implements reasonable measures to provide members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the Association or by electronic video screen communication, a record of that vote or action is maintained by the Association. Any request by a Association to a member pursuant to Corporations Code §20(b) and §18330 for consent to conduct a meeting of members by electronic transmission by and to the Association shall include a notice that absent consent of the member pursuant to Corporations Code §20(b) and §18330, the meeting shall be held at a physical location in accordance with this Section.
SECTION 2. Special Meetings.
A special meeting may be called by a majority of the Board of Directors or by a majority of the Executive Committee.
The membership shall be notified of the time and place of any Special Meeting of the Association at least fifteen (15) days prior to the scheduled date of that meeting. Only those items specifically stated in the notice of the special meeting shall be heard at that meeting.
SECTION 3. Notice of the Meetings
Notice of each meeting of members shall be given in writing at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally, by electronic transmission by the Association, or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each voting member, at the address of that member as it appears on the books of the Association or at the address given by the member to the Association for purposes of notice. If no address appears on the Association’s books and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by first-class mail or electronic or other written communication to the Association’s principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
Notice given by electronic transmission by the Association shall be valid only if:
(1) Delivered by (a) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the Association; (b) posting on an electronic message board or network that the Association has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (c) other means of electronic communication;
(2) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and
(3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
Notwithstanding the foregoing,
(1) An electronic transmission by this Association to a member is not authorized unless, in addition to satisfying the requirements of this section, the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (a) any right of the recipient to have the record provided or made available on paper in nonelectronic form, (b) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the Association, and (c) the procedures the recipient must use to withdraw consent.
(2) Notice shall not be given by electronic transmission by the Association after either of the following: (a) the Association is unable to deliver two consecutive notices to the member by that means or (b) the inability to deliver the notices to the member becomes known to the Executive Director of the Association or any other person responsible for the giving of the notice.
An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Executive Director of the Association, of any other agent of the Association responsible for the giving of the notice, and if so executed, shall be filed and maintained in the Association’s minute book.
SECTION 4. Quorum.
SECTION 5. Voting.
Voting Members shall not be permitted to vote or act by proxy.
Unless otherwise stated in these Bylaws, the vote on a question shall be by voice, determined by a majority vote, and declared by the Presiding officer.
Upon the request of one-fifth of the voting members present, a roll-call vote shall be taken by voice or by hand.
When a roll-call vote is to be taken, the Executive Director shall cause the call of the roll and record the vote of each member voting.
SECTION 6. Procedures.
When a question of parliamentary law arises which is not covered in these Bylaws, the decision of the Presiding Officer in consultation with the Association’s Parliamentarian, shall be final. Procedures are governed by the provisions of Robert’s Rule of Order, Revised.
Any member who wishes to speak at any meeting shall address the Presiding Officer, be recognized, and then state his/her name and office or occupation before making his/her comments.
SECTION 7. Open vs. Closed Meetings.
ARTICLE V
BOARD OF DIRECTORS
SECTION I. Powers of the Board of Directors
Subject to the limitations of these Bylaws, the affairs of CPOA shall be managed by, and all powers shall be exercised by, or are under the direction of, the Board of Directors. In addition, the powers of the Board of Directors include, but are not limited to:
(a) Adoption of resolutions and Policy statements representing the position of CPOA;
(b) Adoption of an annual financial budget submitted by the Executive Committee;
(c) Amending the Bylaws of CPOA, subject to the ratification by the membership; and
(d) Prescribe duties and responsibilities of the Officers of CPOA not otherwise stated in these Bylaws.
SECTION 2. Number, Tenure and Qualifications
(a) The Board of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than seven (7) nor more than fifteen (15) including the following officers: the President, the first Vice President, second Vice President, and the Treasurer, who shall be unrelated persons. The Board shall attempt to include various ranks and agencies, as reflected in CPOA’s membership base, as well as to select members whose competencies benefit the needs of the Association. All Board positions are voting members except as defined below. To be qualified to serve as a Director, a person must be a nonretired Regular Member and current dues must be paid.
(b) The remaining Board position openings will be selected by the Membership based on the recommendations of the Board Development Chair and Board of Directors. All Regular Members will be annually notified of available Board service opportunities.
(c) The Immediate Past President will serve as both the Parliamentarian and the Board Leadership Development Chair.
d) Each Director shall hold office from the end of the Annual Meeting at which he or she is installed, until the Annual Meeting at which their term is complete. A person may serve on the Board of Directors for a period not to exceed six (6) consecutive years. Service on the Board as an Officer shall not be counted toward the maximum of six (6) consecutive years.
SECTION 3. Regular and Special Meetings.
The Board of Directors shall meet not less than twice a year or when a majority of the Board requests or concurs with a Presidential request that a meeting be held in accordance with these Bylaws.
The President may call for an Executive Session which is only open to voting members of the Board. The Board may invite others who may be specific to the discussion.
SECTION 4. Notice of Special Meetings.
SECTION 5. Quorum.
The presence of 50 percent plus one of the voting members of the Board of Directors as established in these Bylaws shall constitute a quorum.
In the absence of a quorum, those Board members present may adjourn or continue as a non-business meeting until a quorum is present.
Members leaving during a meeting will be recorded as absent on any vote taken during their absence.
SECTION 6. Actions of the Board.
SECTION 7. Meeting by Telephone or Other Telecommunications Equipment
Any board meeting may be held by conference telephone, video screen communication, or other communication equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
(1) Each member participating in the meeting can communicate concurrently with all other members.
(2) Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Association.
SECTION 8. Action Without a Meeting
Any board meeting may be held by conference telephone, video screen communication, or other communication equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
(2) Each member participating in the meeting can communicate concurrently with all other members.
(3) Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Association.
SECTION 9. Action by Consent
SECTION 10. Vacancies.
(a) A vacancy or vacancies on the Board of Directors shall be deemed to exist on the occurrence of any of the following:
(i) the death, resignation or removal of any Director;
(ii) the declaration by resolution of the Board of Directors that a Director has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under applicable state law;
(iii) an increase in the authorized number of Directors;
(iv) the failure of a Director to attend two consecutive Board meetings; or three Board meetings in the two-year term appointment, regardless whether excused or not; or
(v) the failure of a Director to pay annual dues.
(b) When any of Article V, Section 8(a) situations occur, a Declaration of Vacancy may be declared by the President. Such a Declaration shall be made known to the former Director and the vacancy shall be filled in accordance with these Bylaws.
(c) The term of any Board member shall terminate immediately after resigning, for any reason, from active governmental law enforcement service unless otherwise covered in Article VII, Section 4 of these Bylaws.
(d) Should the President’s office be declared vacant, the 1st Vice President shall assume the duties of President. Additional direction for vacant elected offices is included in Article VII, Section 4 of these Bylaws.
(e) Prior to a Board meeting it is the Board Member’s responsibility to notify the President or Executive Director of the reason(s) for an absence.
(f) Any position on the Board of Directors that becomes vacant will be filled at the next regularly scheduled meeting of the Board by appointment of the current President for the remainder of the term.
SECTION 11. Resignation.
SECTION 12. Proxies
ARTICLE VI
EXECUTIVE COMMITTEE
SECTION I. Members of the Executive Committee.
SECTION 2. Responsibility and Authority.
Powers of the Executive Committee shall include the following: (a) To make recommendations to the Board of Directors; and (b) To make interim decisions, in strict accordance with formal operating policy and procedural resolutions, for the Board until such time as the Board takes action.
SECTION 3. MANNER OF MAKING RECOMMENDATIONS OR INTERIM DECISIONS.
SECTION 4. Quorum.
The attendance and continued presence of at least 50 percent plus one voting members of the Executive Committee is required in order to constitute a quorum.
In the absence of a quorum, the members present may adjourn or continue as a non-business meeting until a quorum is present.
SECTION 5. Actions.
Any action or resolution taken or adopted and in compliance with law and these Bylaws at any meeting shall be deemed to be proper.
Those actions requiring the Board of Directors concurrence or approval shall be brought to the next scheduled Board meeting for necessary action.
SECTION 6. Proxies.
ARTICLE VII
OFFICERS AND ROLES
SECTION 1. Elected Officers.
SECTION 2. Qualifications.
SECTION 3. Election and Term of Office.
SECTION 4. Vacancies and Successions.
In the event of a vacancy, normal succession proceedings will occur. Vacant positions will be filled by the Board of Directors until the next annual meeting vote. Serving within any vacated position shall not remove that member’s eligibility for subsequent succession of office.
If an elected officer honorably retires as a peace officer or does not meet the requirements of Article VII, Section 2 of these Bylaws he/she may continue to hold elective office with a 50 percent plus one majority vote of the Board of Directors unless the next office is that of the President. Due to this extraordinary circumstance and in the best interest of the Association, the Board of Directors may, by a two-thirds vote, extend the term of succession for one more year. This extension also requires a confirmation vote of the membership at the Annual Business Meeting.
SECTION 5. President.
The President shall:
(a) If present, preside at all meetings of the Board of Directors and Executive Committee.
(b) The President shall have general supervision, direction, and control of the business of the association, including, but not limited to, countersignature of promissory notes, orders for the payment of money, and other evidence of indebtedness of the association, and the authority to sign checks and drafts for CPOA.
(c) Call special meetings based upon considered need or pursuant to a valid request from a majority of the Board of Directors.
(d) With approval of the Board of Directors, appoint a Secretary from the Directors at Large each year.
(e) Establish Committees and/or task forces as deemed necessary. Serve as an Ex-Officio member of all the committees of the Association, except as otherwise prohibited by these Bylaws.
(f) Direct the planning of the affairs of the Association subject to the advice and direction of the Board of Directors.
(g) Present an annual report of the activities of the Association at the Annual Business Meeting.
(h) Have the fiscal status of the Association reviewed annually.
(i) Perform such other duties as may be proper or necessary for fulfillment of the duties of this Office.
(j) Appoint a Board Development Committee to actively recruit and evaluate candidates for any Elective Offices which may be vacant.
(k) During his/her term of office, the President shall not hold or accept the Office of President of any other statewide or national law enforcement organization.
(l) Publicly support the official position of the Association even when that position may be in conflict with the President’s personal opinion with regard to a particular issue. However, if that position will cause harm or undue pressure to his/her position at work, the President shall take a neutral position and the next Vice President shall take the lead on the position. In representing the Association, the President shall make no unauthorized statements purporting to represent the position or policy of the Association.
(m) In consort with the Board of Directors, annually review the performance of the Executive Director; set performance standards/expectations for the next year; and report on these matters to the Board of Directors at the Association’s Annual Business Meeting.
SECTION 6. Vice Presidents.
Each Vice President shall:
(a) Provide information and counsel to the President on matters concerning the association.
(b) In absence or disability of the President, the First Vice President shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.
(c) Provide oversight and coordination of the activities of any statewide committee, task force, and/or Region as assigned by the President.
(d) Provide liaison between activities of the assigned committees and Regions and the Board of Directors.
(e) Annually evaluate their assigned committees, Regions, and chairs, then make recommendations to the incoming President.
(f) Serve as a member of the Executive Committee and of the Board of Directors.
(g) Carry out assignments or tasks given by the President, Executive Committee or Board of Directors.
SECTION 7. Treasurer
The Treasurer shall:
(a) Exercise general supervision over the receipt and disbursement of all funds of the Association.
(b) Except as otherwise specifically determined by the Board of Directors, or as otherwise required by these Bylaws, promissory notes, orders for the payment of money, and other evidence of indebtedness of the association may be signed by the Treasurer.
(c) Coordinate the preparation of requested or required financial reports.
(d) Report on the financial status of the Association during each Executive Committee and Board of Directors meetings and at the Association’s Annual Business Meeting.
(e) Serve as a member of the Executive Committee and of the Board of Directors.
(f) Act as primary Membership Committee liaison.
(g) Perform such other duties as directed by the President, Executive Committee or the Board of Directors or as provided elsewhere in these Bylaws.
ARTICLE VIII
COMMITTEES
SECTION 1. Committees of the Board of Directors.
SECTION 2. Committee Function.
SECTION 3. Finance Committee.
SECTION 4. Board Development Committee.
SECTION 5. Law & Legislation Committee.
SECTION 6. Events & Awards Committee.
SECTION 7. Training & Leadership Development Committee.
SECTION 8. Ad Hoc Committees and Task Forces.
SECTION 9. Meetings and Action of Committees.
SECTION 10. Committee Chair Responsibility.
ARTICLE IX
EXECUTIVE DIRECTOR
SECTION 1. Selection.
SECTION 2. Responsibility and Authority.
Under the direction of the Executive Committee, the Executive Director shall:
(a) Serve as the general manager and CEO of the Association.
(b) Operate and manage the State Headquarters of the Association.
(c) Direct the activities and services of the employees of the Association.
(d) Hire, evaluate, promote, and remove employees of the Association.
(e) Establish compensation and bonuses of CPOA employees within
the approved budget.
(f) Collect membership fees and dues.
(h) Maintain appropriate membership records.
(i) Maintain appropriate records of all proceedings of the Association.
(j) Maintain appropriate records of all publications of the Association.
(k) Authority to sign checks and pay all proper and reasonable expenses of the Association provided that the Treasurer countersigns disbursements in excess of the amount established by the Board of Directors.
(l) Prepare, or supervise preparation of, the annual budget.
(m) Assist the Treasurer in the preparation of the financial reports of the Association.
(n) Cooperate with and assist the President in arranging for authorized meetings of the Executive Committee, the Board of Directors, the members of the Association, and other meetings or conferences as directed. Ensure that agendas and minutes are completed for all Executive Committee and Board of Director’s meetings.
(o) Serve as advisor to the Executive Committee and Board of Directors and ensure that their directions are implemented.
(p) Recommend to the Board of Directors adoption of those programs and activities which are germane to the purpose of the Association.
(q) Handle and disperse Public Relations inquiries of the Association.
(r) Foster and maintain relationships with elected and appointed officials and other associations, allied groups and others in an effort to build alliances, help influence and accomplish the goals of the association.
(s) Attend conferences and meetings with authorization of the President which may be of benefit to the Association, or which will enhance the fulfillment and responsibilities of this position.
ARTICLE X
FISCAL YEAR
ARTICLE XI
CONFLICT OF INTEREST
ARTICLE XI
LIABILITY OF MEMBERS AND DISSOLUTION
ARTICLE XII
AMENDMENT TO BYLAWS
The Parliamentarian shall evaluate all Bylaws changes and make recommendations to the Board of Directors.
Subject to ratification by the Voting Membership, new Bylaws may be adopted, or these Bylaws may be amended or repealed, by a two-thirds (2/3) vote of the Board of Directors present at any duly called meeting of the Board of Directors at which a quorum is present. No Bylaws adoption, amendment, or repeal by the Board of Directors shall be effective until ratified by a two-thirds (2/3) vote of the Voting Members present at any duly called meeting at which a quorum is present or by a majority vote of respondents from Voting Members if a mail or email vote is used. Written notice of the proposed amendment(s) or new Bylaw(s) shall be mailed or sent posted by electronic means to each Voting Member of the Association no less than thirty (30) days in advance of the meeting.
Any approved Bylaws changes shall be implemented immediately following the membership vote.
California Peace Officers’ Association Bylaws as adopted May 29, 1963, and amended, 1964, February 10, 1966; May 4, 1966; February 3, 1972; May 7, 1973; May 20, 1975; October 2, 1975; November 8, 1979; May 20, 1980; May 20, 1982; May 17, 1983; May 15, 1985; November 14, 1988; May 16, 1989; September 8, 1999; May 20, 2008, May 25, 2011, September 20, 2021, and October 2, 2023.
