Governance

Governance

Article I

Mission Statement

The mission of the Friends of Corvallis Police is to enhance the quality of life in Corvallis by educating the community about crime prevention and by funding crime prevention programs and other police services

By Laws

Purpose. Friends of Corvallis Police, Incorporated, is organized and operated exclusively for charitable and educational purposes to assist the Corvallis Police Department in its delivery of crime prevention and other services to the citizens of Corvallis, Oregon. Subject to limitations stated in the Articles of Incorporation, the purposes of this corporation are to engage in lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501c3 of the Internal Revenue Code of 1954 (or its corresponding future provisions).

The primary purposes of this corporation’s activities are to prevent crime and to promote community safety and well being through public education. Examples of programs the corporation will support include, but are not limited to Neighborhood Watch, Business Watch, Citizen Police Academy, Corvallis Police Cadets, and the Corvallis Police Auxiliary and its public speaker’s bureau.

Friends of Corvallis Police, Incorporated, is separate and distinct from the Corvallis Police Department and will have no governmental powers.

Article II

Nonmembership. This corporation does not have members.

Article III

Board of Directors 

Section 1. Duties. 

The Board of Directors manages this corporation’s affairs. 

Section 2. Number. 

The number of Directors may vary between three and seven. 

Section 3. Term and Election. 

Directors serve two-year terms and may be reelected for as many terms as they are willing to serve. The Board will elect its own members except that a member cannot vote for him- or herself.

Section 4. Removal. 

Any Director can be removed, with or without cause, including poor attendance at scheduled meetings, by vote of two-thirds of the Directors.

Section 5. Vacancies. 

Vacancies and newly created board positions will be filled by a majority vote of the Directors.

Section 6. Quorum and Action. 

A quorum at a Board meeting is a majority of the number of Directors prescribed by the Board or, if a number is not prescribed, a majority of the number in office when the meeting begins. If a quorum is present, action is taken by a majority vote of the Directors present, except as these Bylaws provide otherwise. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action will be taken by the majority required by law.

6.1 Decisions are to be made only at meetings where there is a quorum. 6.2 Actions will be taken only at meetings where there is a written agenda. 

Section 7. Regular Meetings. 

Regular meetings of the Board of Directors will be held at the time and place determined by the Board of Directors. All regular meetings require a written notice, including an agenda, to the Board of Directors.

Section 8. Special Meetings. 

Special meetings of the Board of Directors will be held at the time and place determined by the Board of Directors. Notice of the date, time, place, and purpose of a special meeting will be delivered to each Director no less than two days prior to the meeting.

Section 9. Meeting by Telecommunication. 

Directors can hold any regular or special meeting by telephone or telecommunications as long as all Directors can hear each other.

Section 10. Salary. 

Directors will not receive a salary for their Board services, but may be reimbursed for expenses related to Board service. All reimbursements require written approval of at least two other Board members.

Section 11. Action by Consent. 

Directors may take any legal action of the Board and any action required by law at a meeting of the Board, without a meeting, if all the Directors sign a written consent as to the action to be taken.

Article IV

COMMITTEES

Section 1. Executive Committee. 

The Board of Directors may elect from its membership an Executive Committee with the power to make on-going decisions between board meetings, including financial and budgetary decisions.

Section 2. Other Committees. 

The Board of Directors may establish other committees that exercise specified functions of the Board of Directors or that conduct other functions the board deems desirable.

2.1 All sub-committees must have a well-defined purpose established in writing. 2.2 All sub-committees are accountable to the Board of Directors. 2.3 Persons other than Friends of Corvallis Police Board of Directors may serve on a sub-committee as a resource required to conduct its business.

Section 3. Composition of Committees Exercising Board Functions. 

Any committee exercising functions of the Board of Directors will be made up of two or more Directors. Committee members will be elected by a majority vote of the Directors prescribed by the Board or, if no number is prescribed, by a vote of all Directors.

Section 4. Quorum and Action. 

A quorum at a Committee meeting exercising Board functions is the majority of all Committee members. If a quorum is present, action is taken by a majority vote of Directors present.

4.1 The Board of Directors will strive for consensus before voting.

4.2 If consensus cannot be reached, Robert’s Rules of Order (revised) will govern any point of parliamentary procedure not addressed in the by-laws.

Section 5. Limitations on the Powers of Committees. 

No committee can: a) authorize payment to its Directors or officers of a dividend or any part of the income or profit of the corporation; b) approve dissolution, merger, or the sale, pledge, or transfer of all, or substantially all, of the corporation’s assets; c) elect, appoint, or remove Directors or fill vacancies on the Board of Directors or on any of its committees; or d) adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors.

Article V

OFFICERS

Section 1. Titles. 

The officers of this corporation are President, Secretary, and Treasurer.

Section 2. Election. 

The Board of Directors will elect, at regular meetings, the officers to serve two-year terms. Officers can be reelected without limitation on the number of terms served.

Section 3. Vacancy.

An office vacancy will be filled no later than the first regular meeting of the Board of Directors following the vacancy.

Section 4. Other Officers. 

The Board of Directors can elect or appoint other officers, agents, or employees as it deems desirable. The Board will determine the terms, authority, and duties of these positions.

Section 5. President. 

The President is the chief officer of the corporation and is the Chair of the Board. The President has all other power and duties prescribed by the Board of Directors.

Section 6. Secretary.

The Secretary has overall responsibility for all non- financial record keeping. The Secretary will perform, or cause to be performed: a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; b) provision for notice of all meetings of the Board of Directors; c) authentication of the records of the corporation; and d) any other duties prescribed by the Board of Directors.

6.1 The Secretary will preside over meetings in the absence of the President.

Section 7. Treasurer. 

The Treasurer has overall responsibility for keeping full and accurate accounts of all financial records of the corporation. The Treasurer will: a) deposit all monies and other valuable effects in the name and to the credit of the corporation in depositories designated by the Board of Directors; b) disburse all funds when proper to do so; c) make financial reports on the financial condition of the corporation to the Board of Directors; and d) any other duties prescribed by the Board of Directors. All fund disbursements in excess of fifty dollars ($50.00) require a second signature, the second signatory to be designated by the Board of Directors.

Article VI

Corporate Indemnity.

This corporation will indemnify its officers and directors to thecfullest extent allowed by Oregon law.

Article VII

Amendment to Bylaws. 

These Bylaws can be amended or repealed, and new Bylaws adopted, by a majority vote of the Board of Directors present, if a quorum is present. At least two days before the adoption of an amendment each Director will be given notice of the time, date, and place of the meeting at which the proposed amendment is to be considered. This notice will state that one of the purposes of the meeting is to consider the proposed amendment to the Bylaws and it will include a copy of the proposed amendment. The Board of Directors will review the Bylaws annually.

Privacy Policy

Friends of Corvallis Police, Inc. does not disclose to any person, business, or organization information about any donor without express consent from the donor or from the donor’s agent. Friends of Corvallis Police does not disclose donation amounts.

Conflict of Interest

Article I Purpose

The purpose of this conflict of interest policy is to protect the interest of Friends of Corvallis Police when FOCP is contemplating entering into a transaction or arrangement that might benefit the private interest of an FOCP officer or director or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II Definitions

Interested Person Any director, officer, or member of a committee with governing board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which Friends of Corvallis Police has a transaction arrangement.

b. A compensation arrangement with Friends of Corvallis Police or with any entity or individual with which FOCP has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Friends of Corvallis Police is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III Procedures

1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person will leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted on. The remaining board or committee members will decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest a.An interested person may make a presentation at the governing board or committee meeting, but after the presentation, the interested person will leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence the governing board or committee will determine whether Friends of Corvallis Police can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not give rise to conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee will determine by majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Friends of Corvallis Police, for its own benefit, and whether it is fair and reasonable. In conformity with this determination it will make its decision whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy 

a. If the governing board or committee has reasonable cause to believe a member

has failed to disclose actual or possible conflicts of interest, it will inform the member of the basis of such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.

Article IV Records of Proceedings

The minutes of the governing board and all committees with board delegated powers will include:

1. The names of the person(s) who disclosed or otherwise were found to have financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

2. The names of persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V Compensation

1. A voting member of the governing board who receives compensation, directly or indirectly, from Friends of Corvallis Police for services is precluded from voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Friends of Corvallis Police for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly from Friends of Corvallis Police, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers will annually sign a statement that affirms the person:

a. Received a copy of the conflicts of interest policy, 

b. Read and understands the policy, 

c. Agrees to comply with the policy, and 

d. Understands Friends of Corvallis Police is charitable and, to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article VII Periodic Reviews

To ensure Friends of Corvallis Police operates consistently with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, it will conduct periodic reviews. The reviews will, at minimum, include:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to Friends of Corvallis Police policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, Friends of Corvallis Police may, but need not, use outside advisors. If outside experts are used, their use will not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.