Constitution and Bylaws(As updated at the April 23, 2025 meeting of the Executive Board)
RESTATED ARTICLES OF INCORPORATION OF ILLINOIS ASSOCIATION OF CHIEFS OF POLICE (an Illinois Nonprofit Corporation) Pursuant to the provisions of the Illinois General Not For Profit Corporation Act of 1986, P.A. 84-1423, as amended (the “Act”), the undersigned Corporation executes the following Articles:
ARTICLES OF INCORPORATION OF ILLINOIS ASSOCIATION OF CHIEFS OF POLICE (an Illinois Nonprofit Corporation) Pursuant to the provisions of the Illinois General Not For Profit Corporation Act of 1986, P.A. 84-1423, as amended (the “Act”), the undersigned Corporation executes the following Articles: ARTICLE I The name of the Corporation is the Illinois Association of Chiefs of Police (ILACP). ARTICLE II The Corporation is organized under Section 501(c)(6) of the Internal Revenue Code (the “Code”) as an association of members having a common business interest, the purpose of which is to secure a closer and personal relationship among all police officials throughout the State of Illinois and to secure unity of action in police matters and elevate the standard of police institutions in adopting humane efforts in the enforcement of laws, the advancement along all lines pertaining to the prevention and detection of crime, and the promotion of police efficacy; and conducting all activities incidental or necessary to accomplishing the foregoing purposes or otherwise permitted by Section 501(c)(6) of the Code. ARTICLE III The Corporation will at all times be conducted as an organization described in Section 501(c)(6) of the Code. The Corporation will not carry on any activities which are not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(6) of the Code, or (b) a nonprofit corporation organized under the laws of the State of Illinois pursuant to the Act. No part of the assets or net earnings of the Corporation may inure to the benefit of or be distributable to its Directors, officers, or other private persons; provided, however, that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its tax exempt purposes. ARTICLE IV The Corporation is organized on a non‑stock basis. The Corporation is organized on a membership basis and the number of classes, designations, qualifications, and rights of the Members shall be set forth in the bylaws of the Corporation. The Members who are present at a meeting in person or by proxy and who have voting powers will constitute a quorum. The vote, in person or by proxy, of a majority of the Members present at a meeting at which a quorum is present will constitute the action of the Members, unless otherwise required by Illinois law of the bylaws. ARTICLE V The name of the resident agent at the registered office is Kenny Winslow. The address of the registered office is 426 S Fifth Street, Springfield, Illinois 62701. ARTICLE VI Upon the termination, dissolution or winding up of the Corporation, all remaining assets of the Corporation will be distributed for a purpose or to an organization or organizations described in Section 501(c)(3) or 501(c)(6) of the Code. ARTICLE VII These Articles may be amended or repealed by a majority vote of the Members which Members entitled to vote on such amendment shall vote, either in person or by proxy, at a Member at any regular or special meeting of the Members at which there is a quorum. 8. These Restated Articles of Incorporation were duly adopted on April 23, 2025 at a meeting of the Members at a meeting of the Members entitled to vote by the affirmative vote of the Members having not less than the minimum number of votes necessary to adopt such Restated Articles of Incorporation in accordance with the provisions of Sections 110.20 and 110.30 of the Act. Signed this 23rd day of April 2025. I, the undersigned, verify that these are the current Bylaws of the Illinois Association of Chiefs of Police. [signed electronically] Kenny Winslow ILACP Executive Director and BYLAWS OF ILLINOIS ASSOCIATION OF CHIEFS OF POLICE (An Illinois Nonprofit Corporation) ARTICLE I Section 1. Members. The Illinois Association of Chiefs of Police (the “Corporation”) is organized on a membership basis. The number of classes, designations, qualifications, and rights of the Members will be as set forth in these bylaws. Section 2. Membership Classes and Qualifications. The membership of the Association shall be classified as follows: Active, Associate, Life, Retired, Honorary, and Sustaining. In addition to the following, the Board of Directors may promulgate such additional criteria for membership as it determines appropriate in the interest of the Corporation. (a) Active Members. The following individuals shall be eligible for active membership:
(b) Associate Members. Any individual in Illinois not eligible for Active membership but qualified by training and experience in police or other law enforcement activity, or by other professional attainments in police science or administration, or individuals who have a legitimate special interest in law enforcement activity compatible with the goals of the Corporation shall be eligible for Associate Membership in this Corporation. Associate Members shall have all the privileges of active membership except Associate Members: i. shall not hold elected office in the Corporation nor be a voting member of the Board of Directors. ii. cannot vote in vice presidential elections but can vote on Corporation business in committee and section actions if appointed to that committee or section. (c) Life Members. Any individual in good standing who has held Active Membership Status for a total of ten (10) years and who has been honorably retired from law enforcement service is eligible for Life Membership Status. This is not limited only to the heads of agencies. In addition, individuals who have completed their term as the President of the Corporation shall be eligible to be Life members of the Corporation upon their retirement regardless of the total number of years of tenure they have as an Active member. The Executive Director, upon written notification of the member's retirement date and request for Life Membership Status, shall review the Corporation Membership records and, if qualified, grant Life Membership Status effective the date of the member's retirement. In the event that Corporation membership records and policies do not qualify the retiring Active Member for Life Membership, a written explanation will be sent to the applicant member by the Executive Director, and the retiring member shall be advised of the Retired Membership option. The Executive Director, upon notification and verification that a Life Member has returned to a full-time employment position that would qualify, per bylaws definition, for Active or Associate Membership, shall temporarily suspend the Life Member's dues until such time that the Life Member returns to retirement status. Upon written notification of the member's subsequent retirement date, the Executive Director shall reinstate the appropriate Life Membership dues. A Life Member who has returned to a position that would qualify for either an Active or Associate Membership, and whose Life Membership dues have been temporarily suspended, shall have all the rights, privileges or restrictions associated with that Active or Associate Membership classification. Any member who has been granted Life Membership, regardless of current status (excluding Honorary Lifetime), shall be eligible to vote as an active member. (d) Retired Members. Any person who has been honorably retired as an Active Member and who was an Active Member upon retirement, but who does not qualify in length of time of membership for Life Membership, may retain membership as a Retired Member. i. A Retired Member shall be required to pay dues as determined by the Board of Directors, is eligible to vote as an active member, but may not hold elected office. ii. A Retired Member, upon attaining the years necessary for Life Membership, may apply for Life Membership. (e) Honorary Members. The President, with the advice and consent of the Executive Committee, may appoint qualified individuals to Honorary Membership. Such Honorary Members shall not have the right to hold office or to vote and shall be exempt from the payment of dues. An Honorary Membership may be conferred only upon an individual who holds a recognized position in the official or civic life of the nation or of the community who he or she represents and who has demonstrated through his or her official position, civic leadership or public benefactors that he or she is worthy of recognition by the Corporation. (f) Sustaining Members. Individuals and entities known to be consistent advocates of law enforcement who may desire to lend their aid to the forces engaged in that pursuit, may apply for Sustaining Membership. Entities applying for Sustaining Membership shall designate one individual to be representative of that membership. Both the entity and the individual to serve as representative must be approved by the Board of Directors and represent the quality and character required by the Corporation. Sustaining Membership remains with the entity approved upon termination of the representative. Sustaining Members or their representatives shall have all the rights and privileges of Active Membership except that of voting or of holding office. Section 3. Resignation and Member Not in Good Standing. A Member may resign by written notice to the Board of Directors, the Chair if one has been appointed, the President or the Secretary. The resignation will be effective upon its receipt or a subsequent time as set forth in the notice of resignation. If Membership requires the payment of dues, a Member who has not paid those dues will not be in good-standing with the Corporation and will not have the right to notice of Member meetings, to vote at a Member meeting or to attend a Member meeting until those dues are fully paid to the Corporation. Section 4. Member Applications. Applications shall be submitted on such forms and in such manner as the Board of Directors may prescribe. All applicants shall be screened for eligibility by the Executive Director and presented with the recommendation of the Executive Director to the Membership Committee for its action on the recommendation. Eligibility in any grade of membership shall be determined by the Membership Committee. All applications other than Honorary and Life Members shall be approved by the Membership Committee. (a) All applicants for Active Membership must be recommended by an Active Member in good standing. (b) All applications for Associate Membership shall be recommended by an Active Member who possesses knowledge of the qualifications and the character of the applicant. (c) All applicants for Sustaining Membership shall be recommended by any Member who possesses knowledge of the qualifications and character of the applicant. Section 5. Dues. Annual dues for all membership categories shall be determined by the Board of Directors. The dues shall be payable to the ILACP and sent to ILACP headquarters and shall be due on January 1st of each year. Dues received with new member applications for membership after the first day of October shall be considered paid up to and including the following year. Disqualification. Any member whose agency or the member himself or herself who is in arrears of dues for more than ninety (90) days will be considered not in good-standing and will not be allowed or entitled to vote or participate in any function or capacity of or on behalf of the Corporation until such debt is paid. Any member who knowingly sponsors an applicant for membership in the Corporation and by sponsoring such membership causes an unqualified application to be submitted shall, after an affirmative majority vote of the Board of Directors, be suspended or expelled from this Corporation. Section 6. Ethics Violations. The Ethics Committee will investigate misconduct allegations of the ILACP Code of Ethics and report the findings at the next meeting of the Executive Committee and Board of Directors meetings. After an investigation, the Executive Committee may discipline (including suspension or expulsion) any member for cause after a hearing before the Ethics Committee to allow the person to defend himself/herself or, in the absence of such member, after due notice to appear for such hearing, and in such manner as the Board of Directors shall direct.
ARTICLE II Section 1. Annual Meeting. The annual meeting of the Members of the Corporation will be held in conjunction with the ILACP Annual Training Conference, typically held each spring, or at any other place and date designated by the Board of Directors, for the purpose of electing the Third Vice-President and any Vice President At-Large vacancies of the Corporation, presenting to the Members a copy of the Corporation’s financial report for the preceding fiscal year, unless otherwise sooner provided, and for the transaction of other business properly brought before the meeting for action by the Members. Section 2. Special Meetings. Special meetings of the Members may be called by the Board of Directors or the President and will be called by the President at the request in writing of at least one-twentieth (5%) of the Members entitled to vote at the meeting. Special meetings will be held at the principal office of the Corporation, or at any other place designated by the Board of Directors and stated in the notice of meeting. Any request for or notice of a special meeting must state the purpose or purposes of the special meeting. Section 3. Notice of Meetings. Except as otherwise provided by these bylaws or by law, written notice containing the time, place and purpose of a meeting of the Members will be given personally, by mail or by electronic transmission or by website posting, to each Member of record entitled to vote at the meeting not less than five (5) days or more than sixty (60) days before the meeting. If the Member meeting it to be held for the purpose of (i) the removal of one or more directors, (ii) a merger, consolidation, dissolution or sale, lease or exchange of assets the Corporation, or (iii) amendment of these bylaws, written notice, by mail or by electronic transmission or by website posting, to the Members will be provided not less than twenty (20) nor more than sixty (60) days before the date of the meeting and the notice of the meeting will indicate that the meeting is to be held for one or more of these stated purposes. In the event the meeting is being called for the purpose of the amendment of these bylaws, the notice will include the language of the proposed amendment(s) and a brief explanation as to the reason for the amendment(s). Notice by electronic transmission will be deemed given when electronically transmitted to the person entitled to the notice (i) to the email address on file with the Corporation for that person or (ii) in a manner authorized by the person. No notice of an adjourned meeting need be given if the time and place to which the meeting is adjourned is announced at the meeting. At the adjourned meeting, the only business that may be transacted is business which might have been transacted at the original meeting, unless the Members fix a new record date for the adjourned meeting. Meetings may be held without notice if all Members are present in person or by proxy. Whenever any notice whatever is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given. Section 4. Resignation and Member Not in Good Standing. A Member may resign by written notice to the Board of Directors, the Chair if one has been appointed, the President or the Secretary. The resignation will be effective upon its receipt or a subsequent time as set forth in the notice of resignation. If Membership requires the payment of dues, a Member who has not paid those dues will not be in good-standing with the Corporation and will not have the right to notice of Member meetings, to vote at a Member meeting or to attend a Member meeting until those dues are fully paid to the Corporation. Section 5. Quorum. As provided in the Articles of Incorporation, the Members who are present at a meeting in person or by proxy and who have voting powers will constitute a quorum. The Members present in person, including any participating by remote communication, or by proxy at the meeting may continue to transact business until adjournment. If the withdrawal of Members leaves less than a quorum before adjournment, the remaining Members present at the meeting may continue to transact business until adjournment. Whether or not a quorum is present, the meeting may be adjourned by a vote of the Members present. Section 6. Conduct of Meetings. Meetings of the Members will be presided over by the President. The Secretary or an Assistant Secretary of the Corporation or, in their absence, a person chosen at the meeting will act as Secretary of the meeting. Section 7. Participation by Conference Telephone or Remote Communication. Where the board of directors has decided that a virtual meeting is an option for various reasons. a Member may participate in a meeting by conference telephone or interactive technology, including but not limited to electronic transmission, internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Section 8. Voting. Each Member entitled to vote at any meeting of Members will have the right to cast one vote in person, by ballot, or by electronic transmission if participating in a meeting by remote communication. The vote of a majority of the Members present at the meeting at which a quorum is present constitutes the action of the Members, unless a greater number is required by statute, other sections of these bylaws or the Articles of Incorporation. To remove any confusion, the vote of a majority of Members constitutes action by the Members if applicable law allows these bylaws to determine the vote required to take action. The record date to establish eligibility for voting will be the date ten (10) days before the date of the meeting nor less than twenty (20) days if the meeting is for the purpose of a merger, consolidation, dissolution or sale, lease or exchange of assets the Corporation. Section 9. No Proxies. Members may not vote on any matter by proxy. Section 10. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting, without prior notice and without a vote, if the Members entitled to vote unanimously consent in writing, including by electronic transmission such as email, to the action so taken. Actions taken by written consent will be filed with the minutes of the proceedings of the Members. Section 1. Number and Term of Office. The election, qualification and term of office of the Board of Directors (formerly known as the “Executive Board”) is the governing body of the Corporation. The Board of Directors of the Corporation will consist of not less than three (3) Directors and will consist of the following: Section 3. Resignation, Removal and Vacancies. A Director may resign by written notice to the Board of Directors, the Chair if one has been appointed, the President or the Secretary. The resignation will be effective upon its receipt, or a subsequent time as set forth in the notice of resignation. A Director may be removed by the affirmative vote of two-thirds (2/3) of the Members present and voting, either in person or by proxy, at a special or regular meeting of the Members after written notice of such meeting is delivered to all Members entitled to vote. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice. Only the named Director or Directors may be removed at such meeting. Section 4. General Powers as to Negotiable Paper. The Board of Directors may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the individuals who will be authorized to make, sign or endorse the same on behalf of the Corporation. Section 5. Powers as to Other Documents. All material contracts, conveyances and other instruments may be executed on behalf of the Corporation by the President or any Vice President, and, if necessary, attested by the Secretary or the Treasurer. Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice if the time and place of the meeting has been determined by resolution of the Board. A regular meeting of the Board of Directors will be held immediately after the annual meeting of the Members at the same place for the purpose of electing officers for the ensuing year. At least one regular meeting of the Board must be held each year. Section 7. Special Meetings. Special meetings of the Directors may be called by the President and will be called by the President or Secretary at the direction of not less than two Directors or as may otherwise be provided by law. Special meetings will be held at the principal office of the Corporation unless otherwise directed by the President or Secretary and stated in the notice of the meeting. Any request for a meeting by Directors must state the purpose or purposes of the proposed meeting. Section 8. Notice of Meeting. Except as otherwise provided by these bylaws or by law, written notice containing the time and place of all meetings of the Board of Directors will be given personally, by mail or by electronic transmission to each Director not less than ten (10) days before a regular meeting and not less than two (2) days before a special meeting. Notice by electronic transmission will be deemed given when electronically transmitted to the person entitled to the notice (i) to the email address on file with the Corporation for that person or (ii) in a manner authorized by the person. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. A Director’s attendance at or participation in a meeting constitutes a waiver of notice of the meeting, unless the Director at the beginning of the meeting, or when the Director arrives, objects to the meeting or the transacting of business at the meeting and after objecting does not vote for or assent to any action taken at the meeting. Section 9. Quorum and Voting. One-third (1/3) of the Directors will constitute a quorum at any meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present will constitute the action of the Board of Directors, unless the vote of a larger number is required by law or by other sections of these bylaws or the Articles of Incorporation. To remove any confusion, the vote of a majority of Directors constitutes action by the Board of Directors if applicable law allows these bylaws to determine the vote required to take action. Associate, Honorary, Sustaining and Retired Members, and non-voting, ex-officio past presidents who are members of the Board of Directors, such as by reason of being chair of a standing committee, will not be counted toward quorum nor will they be entitled vote on board matters. Section 10. No Director Proxies. Pursuant to Illinois statute, no Director may act by proxy on any matter. Section 11. Conduct of Meetings. Meetings of the Directors will be presided over by the Chair (Elected President). The Secretary (2nd Vice President) or an Assistant Secretary of the Corporation or, in their absence, an individual chosen at the meeting will act as Secretary of the meeting. Section 12. Participation by Remote Communication. A Director (or committee) may participate in and act at any meeting of the Directors (or committee) through the use of a conference call or other communications equipment by means which all participants in the meeting can communicate with each other. Participation in a meeting under this section constitutes attendance and presence in person at the meeting. Section 13. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of Directors (or committee) may be taken without a meeting, without prior notice and without a vote, if all of the Directors (or committee members) unanimously consent in writing, including by electronic transmission such as email, to the action so taken. Written consents will be filed with the minutes of the proceedings of the Directors (or committee). Section 14. Compensation. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, consistent with policies adopted by the Board.
The incoming President will appoint a Parliamentarian and may appoint one or more Sergeants at Arms. Section 2. Qualification for Officers. Officers of the Corporation must be (i) (other than the Parliamentarian and Executive Director) either an Active or Life member of the Corporation in good standing, and (ii) (other than the Parliamentarian and Executive Director) employed by an active police service. An officer who retires, resigns, is terminated, or separates from active police service will cease to be an officer thirty (30) days after such termination event. Section 3. Term of Office. The term of office of all officers will commence upon their election or appointment and will continue until the next annual meeting of the Corporation and until their respective successors are chosen or until their resignation or removal. Notwithstanding the foregoing, the Third, Second and First Vice Presidents will ascend annually to the next Vice President level and the First Vice President will ascend to the President position. The outgoing President will become the Immediate Past President at the end of his or her term as President. Section 4. Removal, Resignation and Vacancy Appointments An officer may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of the resignation. In the event of a vacancy in the office of President, First Vice President, and Second Vice President, the vacancy will be filled by the ascension of lower officers to the next officer position for the balance of the vacant term and for the term following. A vacancy in the Third Vice President position may be filled by the President by appointing a Member who is otherwise qualified to hold the position of Third Vice President Any individual appointed by the President to fill the vacancy of Third Vice President will not ascend automatically to the position of Second Vice President unless approved by the Members at the next annual meeting as the Second Vice President. A vacancy in any other officer position may be filled by appointment by the President, except that a vacancy in the position of Executive Director must be filled by the majority vote of the Board of Directors present at a meeting in which a quorum is present. The appointment will only be until the next election. Section 5. Compensation. Any officer who is an employee of the Corporation will receive reasonable compensation for his or her services as fixed by the Board of Directors. Section 6. President. The President will serve as the chair of the Corporation and will preside over all meetings of the Members, Board of Directors and the Executive Committee. The President will have the duties and powers as provided in these bylaws and such other duties and powers as may from time to time may be prescribed by the Board of Directors. Section 7. First Vice President. The First Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President. Upon the completion of the term of the President, the First Vice President will ascend to the office of President. Section 8. Second Vice President. The Second Vice President will, in the absence or disability of the First Vice President, perform the duties and exercise the powers of the First Vice President and will perform any other duties prescribed by the Board of Directors or the President. Upon the completion of the term of the First Vice President, the Second Vice President will ascend to the office of First Vice President. Section 9. Third Vice President. The Third Vice President will, in the absence or disability of the Second Vice President, perform the duties and exercise the powers of the Second Vice President and will perform any other duties prescribed by the Board of Directors or the President. Upon the completion of the term of the Second Vice President, the Third Vice President will ascend to the office of Second Vice President. Section 10. Executive Director. The Executive Director will be the chief executive officer of the Corporation and will have general and active management of the activities of the Corporation. For all purposes under Illinois law, the Executive Director is considered the president of the Corporation. The Executive Director will see that all orders and resolutions of the Board of Directors are carried into effect. The Executive Director will execute all authorized conveyances, contracts or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other individual. In the absence of a Secretary, the Executive Director will assume the responsibilities and duties and have the authorities conferred upon the Secretary. In the absence of a Treasurer, the Executive Director will assume the responsibilities and duties and have the authorities conferred upon the Treasurer. In the absence of the President and Vice Presidents, the Executive Director will preside at meetings of the Members and Directors and in his or her absence, the Directors present at the meeting will designate another presiding officer. Section 11. At-Large Vice Presidents. The At-Large Vice President will perform any duties prescribed by the Board of Directors or the President. At-Large Vice Presidents do not succeed to the position of President. Section 12. The Secretary. The Secretary will attend meetings of the Board of Directors and record or cause to be recorded the minutes of all proceedings in a book to be kept for that purpose. The Secretary will give or cause to be given notice of all meetings of the Directors for which notice may be required and will perform any other duties prescribed by the Board of Directors. The Secretary shall have the authority to certify the bylaws, resolutions of the Members, Board of Directors or committees, and other documents of the Corporation as true and correct copies thereof. Section 13. The Treasurer. The Treasurer will oversee the financial activities of the Corporation. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Board of Directors. All books, papers, vouchers, money and other property of whatever kind belonging to the Corporation which are in the Treasurer’s possession or under his or her control will be returned to the Corporation at the time of his or her death, resignation or removal from office. The Treasurer must serve on the Financial/Strategic Planning Committee. Section 14. Parliamentarian. The Parliamentarian will provide advice and counsel to the members of the Board of Directors and the Executive Committee as to matters that pertain to the conduct of business of the Corporation. Generally, meetings of the Members, Board of Directors, Executive Committee and all committees of the Corporation should be undertaken in a courtesy and respectful manner. If necessary, a Director, officer or committee member in attendance may request that the rules contained in the current edition of "Robert's Rules of Order” be applied to the proceeding and the Parliamentarian, or if he or she is not present the individual presiding at the meeting, will ensure that the Robert’s Rules of Order which are applicable are used during the meeting, unless the rule is not inconsistent with these bylaws and any special rules of order adopted for that meeting. Section 15. Sergeant at Arms. The Sergeant at Arms will not be an officer or Director of the Corporation unless appointed as such by the holding of another position or by appointment or election. They will assist in preserving order during meetings as the President may direct, to be responsible for the physical arrangements in the meeting place and to perform such other duties as may be assigned by the President.
Section 1. Executive Committee. An Executive Committee (formerly known as the “Board of Officers”) will consist of President, the three Vice-Presidents in line to become President, the three At-Large Vice Presidents, the Immediate Past President, the Executive Director and the Parliamentarian. The Executive Director and Parliamentarian will serve as ex-officio, non-voting members of the Executive Committee. Members of the Executive Committee may vote on matters before the Executive Committee only if the member would be entitled to vote at a meeting of the Board of Directors. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors, except that the Executive Committee will not have power or authority to: Section 2. Other Board Committees. The Board of Directors may designate other Board committees consisting of at least two (2) Directors and nondirectors as committee members, as it deems appropriate. The Board committees will have the powers or authority of the Board in the management of the business and affairs of the Corporation as the Board delegates to them, except as limited by these bylaws, by law or by Board resolution. The President shall appoint and may remove, with or without cause, the members and chairs of the other Board committees of the Corporation. Section 3. Non-Director Committees. The Board of Directors may designate other committees consisting, in part, of individuals who are Members, Directors or officers of the Corporation and some or all of whom may be other individuals who are not Members, Directors or officers of the Corporation and without the need that any member of such committee be a Director. Committees appointed under this section may not exercise the power or authority of the Board in the management of the business and affairs of the Corporation, but may perform under the direction of the Board those functions determined from time to time by the Board. Such committees may make non-binding recommendations to the Board of Directors. The President shall appoint and may remove, with or without cause, the members and chairs of the Non-Director committees of the Corporation. Section 4. Standing Committees. The President shall appoint, and may remove with or without cause, the members and chairs of the following standing committees of the Corporation. The members of each standing committee by majority vote may appoint such vice-chairs or other officers of the committee to assist in its operations. (i) Allegation of Misconduct. Claimants will contact the President and/or Executive Director of the Corporation regarding any allegation of the Code of Ethics that any member or officer considered for written sanction, suspension or expulsion. The claimant will contact the First Vice President and/or Executive Director if the President is the subject of the allegations. (ii) Informal inquiry & Review. Ethics Committee will conduct an informal inquiry and review of available information regarding the allegations/incident. Upon conclusion, the Ethics Committee will make a recommendation to the Executive Director and Executive Committee as to what actions, if any, should be taken to include but not limited to whether a formal investigation should be conducted and notice to the accused be sent. (iii) Notice to Accused. If determined by the Executive Director and Executive Committee that the allegation of misconduct warrants possible further action or investigation, the Ethics Committee and Executive Director will send a written notice to the accused outlining the allegation(s) and requesting a written response within twenty-one (21) days from the date the notice was sent. The Ethics Committee will include in the notice the allegation(s); the requirements and deadline for response; and the names and contact information of the members of the Ethics Committee. At the time of the written notice, based on the alleged allegation(s), the Executive Committee may, at its own discretion, require an administrative leave or request a leave of absence from the accused. (iv) Administrative Leave. Administrative leave is a temporary leave from the membership, Board of Directors or Executive Committee, officer or staff position. During the leave, the Ethics Committee will continue to investigate the accusations. Administrative leave does not in itself imply that the accused will be disciplined or even that an allegation(s) is credible. It simply allows the Ethics Committee time to investigate the accusations while at the same time temporarily removing the accused from Corporation duties. (v) Leave of Absence. Leave of absence is a period of time that an accused voluntarily suspends his or her membership or role within the Corporation. Generally, such an arrangement has a predefined termination at a particular date or after a certain event has occurred. (vi) Failure to Respond. If no response is received from the respondent(s) within twenty-one (21) days, the Ethics Committee will develop a recommendation to the Executive Committee, based on the facts known to the Ethics Committee. (vii) Response Received and Hearing. In the event the accused provides a timely response, the Ethics Committee will request that a closed hearing occur before the Ethics Committee. The respondent may present a written response to the allegation(s). The accused will be notified of the date and place of the meeting, which is in the discretion of the Ethics Committee. The accused may be accompanied at the meeting by an attorney of his/her or her own choice. All costs associated with representation of the respondent or for appearance at the meeting are the responsibility of the respondent. The Ethics Committee will have the opportunity to interview witnesses during the closed hearing. (viii) Recommendation. The Ethics Committee will review the written response and/or the results of the hearing. The Ethics Committee will consult with the Corporation’s external legal counsel, if it determines necessary. The Ethics Committee will then present a recommendation to the Board of Directors to either dismiss the matter, or to issue a written sanction, censure, suspension or expulsion of the accused. If the recommendation is to issue a written sanction, the Ethics Committee will include the nature and form of the sanction. If the recommendation is to suspend, the Ethics Committee will include the length and term of suspension. During the term of the suspension, all member privileges, i.e., membership status, voting privileges, attendance at Corporation meetings and functions, will be relinquished. If the recommendation is for expulsion, the Ethics Committee may include, but is not required to include, the terms for possible reinstatement. (ix) Decision. A special meeting of the Board of Directors will be convened to review the recommendations of the Ethics Committee. The President, or the First Vice President, if the allegation(s) are directed against the President, will present the recommendations to the Board of Directors. The Board of Directors by 2/3 (two-thirds) vote of those present and eligible to vote may determine to sanction, suspend or expel the accused from membership or other capacity to the Corporation. The decision of the Board of Directors need not follow the recommendation of the Ethics Committee. The decision of the Board of Directors will be conveyed in writing to the accused soon after the special meeting has been held. (b) Section governance. At least three people will serve on the Section Executive Committee, who will be appointed, and can be removed, by the President. There will be a chair, a vice chair, and other roles that may be necessary and who will comprise the Section’s Executive Committee. The Section chair and Section Executive Committee will report to the Executive Director or the designee of the Executive Director. Section Executive Committee members will determine the criteria for eligibility to be a member of the Section, with the approval of the Executive Committee, provided section members must be an individual who is a member in good standing of the Corporation. The Section Executive Committee will also review applications for section membership and determine who meets the qualifications. Individuals interested in being a section member will apply by completing the appropriate form and submitting it to the chair of the Section. (c) Section Meetings. Sections will meet in person at least one time annually. Electronic meetings may be called at the discretion of the chair of the Section. ARTICLE VI
Interested Directors and Officers
ARTICLE VII
Indemnification of Directors and Officers
ARTICLE VIII
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Corporation will end on the last day of December.
Section 2. Annual Budget. The annual budget of the Corporation shall be adopted prior to the beginning of the fiscal year that it covers.
Section 3. Amendments. These bylaws may be amended or repealed upon the recommendation of a majority of the Board of Directors and by the affirmative vote of a two-thirds (2/3) of the Members entitled to vote at a regular or special meeting of the Members.
Section 4. Loans and Guarantees. The Corporation will not provide loans to or guarantee obligations of an officer or Director of the Corporation, unless expressly permitted under state law. August 18, 2022 REV April 22, 2016 Code of EthicsTHE ILLINOIS ASSOCIATION OF CHIEFS OF POLICE
CODE OF ETHICS REVIEWING BODY
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