NAME 1.01
The name of the organization is
THE ORIGINAL BORDER PATROL AUXILIARY doing
business as BPAUX.
1.02
The term "National Leadership Team"
shall refer to the Project
throughout these By-laws.
1.03
The term "BPAUX" shall refer to the
Project’s legal name throughout
these By-laws.
ARTICLE II -
PURPOSE2.01
The purpose of BPAUX, shall include
but not be limited to the following:
1. PARTICIPATE IN
DECISION-MAKING. To be the means
through which member agencies can
cooperate to provide effective input
and evaluation into the
decision-making process of local
government officials and regional
screening bodies on matters and
concerns related to homeland
security, border security, border
security policies.
2. PROVIDE PEER SUPPORT
AND COUNSEL. To function as an
available resource providing
voluntary peer evaluation, support,
counsel, and staff training and
development opportunities to member
agencies seeking assistance in
developing, modifying, and/or
providing these homeland security
education.
3. PLAN AND COORDINATE
SERVICES. To be a working
association through which member
agencies (and through affiliation
agreements with other such bodies in
the region) can participate in
cooperative efforts to better plan
and coordinate services.
4. ADVOCATE AND PROMOTE.
To act as an area voice and advocate
for homeland security concerns and
agencies and to inform and act to as
a catalyst for public and private
support on behalf of these
concerns.
ARTICLE III -
OFFICES
3.01 The principal area of operation
of BPAUX is in the State of
California but not limited to it.
ARTICLE IV -
GEOGRAPHIC AREA
4.01 The National Leadership Team
shall carry out its purpose within
those areas served by BPAUX members
or via electronic means.
ARTICLE V -
MEMBERS
5.01 With the intent of establishing
full opportunity for representation
of homeland security agencies, the
private sector and government
throughout the region, membership
shall be based upon application to
and acceptance by the National
Leadership Team, or its
representatives and payment of
annual dues by December 31 each year
or upon the annual date of
enrolment,. New enrolment is
accepted at any time.
5.02 Active membership is designated
and defined as follows:
Organizations providing homeland
security education and the private
sector interested in the goals and
purposes of the National Leadership
Team who:
Shall have paid the
current membership dues.
Shall be encouraged to
serve on at least one committee.
Can show by past
experience sound management and
leadership skills that are examples
of how decisions are made in a
volunteer organization.
5.03 Each of The National Leadership
Team is allowed (1) vote on items
brought to the table that require
official voting.
5.04 Each active member may bring
issues before the National
Leadership Team for review and
voting.
5.05 The effectiveness of the
National Leadership Team depends
upon member organizations'
representatives to:
Attend meetings as
scheduled.
Serve on committees.
Take leadership in
identifying and advocating for
homeland security needs.
Share information, work as
a team.
Furnish pertinent
information for study and planning
as requested.
Alert National Leadership
Team of planned program and service
growth or retrenchment of their
organization.
ARTICLE VI -
MEETINGS OF MEMBERS
6.01 THE ORIGINAL BORDER PATROL AUXILIARY’s
National Leadership Team, shall have
an annual meeting to be held at a
time and place designated by the
said members of that team.
6.02 THE ORIGINAL BORDER PATROL AUXILIARY’s
national Leadership Team, shall
convey on a regular basis the status
of the organization, upcoming events
& operations through regular
newsletters, phone conferences, or
in person meetings with the general
membership.
6.03 Special meetings of the
members, for any purpose or
purposes, are to done with the
approval of the National Sector
Chief or Vice National Sector Chief
or a member of the National
Leadership Team. Unauthorized
meetings by members may be cause for
removal of membership from BPAUX.
All requests must be in writing, no
Emails will be accepted.
6.04 Printed or electronic notice
stating the place, day and hour of
the meeting of members and, in the
case of a special meeting, the
purpose or purposes for which the
meeting is called, shall be
provided.
6.05 A quorum shall consist of the
National Leadership Team, one third
(1/3) of the member agencies
(Sectors).
6.06 In the absence of a designated
voter and alternate the member
organization may authorize a vote by
proxy. The Secretary shall have
proxy power when written
authorization has been given by a
member agency to vote on identified
agenda issues.
6.07 Meetings of the National
Leadership Team shall be presided
over by the National Sector Chief or
in the National Sector Chief's
absence by the Vice-National Sector
Chief.
6.08 All General meetings of BPAUX,
shall be open to trusted agents of
BPAUX.
6.09 All meetings of BPAUX, shall be
conducted by Robert's Rule of Order,
Revised.
ARTICLE VII -
NATIONAL LEADERSHIP TEAM
7.01 The National Leadership Team is
responsible for maintaining overall
direction of BPAUX, through review
and cooperation of Committee
efforts. The Team shall formulate
and recommend the adoption goals,
dues and when necessary, budgets,
special assessments, field
operations, training and fundraising
events.
7.02 The Team may consist of the
National Sector Chief, Vice-National
Sector Chief, Secretary, Treasurer,
and up to eight (12) members at
large.
7.03 By the January National
Leadership Team Meeting, the
National Sector Chief shall appoint
members-at-large for the National
Leadership Team if needed. Selected
members shall be approved by vote of
those present at the General
Meeting. Until which time BPAUX is
fully staffed this section may be
waived for the sake of
effectiveness.
7.04 National Leadership Team shall
have scheduled meetings at a time
and place designated by the National
Sector Chief.
7.05 Special meetings of the
National Leadership Team may/shall
be called by or at the request of
the National Sector Chief.
7.06 Printed or electronic notice
stating the place, day and hour of
the meeting of the National
Leadership Team and, in the case of
a special meeting, the purpose or
purposes for which the meeting is
called, shall be provided to each
Team member or posted on the BPAUX
web site for viewing.
7.07 When a request for decision
cannot wait until a regularly
scheduled or General Meeting, and
time does not allow providing a
written or electronic notice for a
Special Meeting, individual contact
with all Team Members.
7.08 In his/her absence a National
Leadership Team Member may verbally
authorize another National
Leadership Team Member a vote by
proxy on identified agenda issues.
7.09 Any vacancy/change in the
membership of the National
Leadership Team may be filled in the
same manner as originally
appointed.
7.10 A National Leadership Team may
serve up to four(4) consecutive
one(1) year terms, including time as
an officer, but not the same
officer. A past Member must have at
least one(1) full year off the team
before returning to active Team
membership.
ARTICLE VIII -
OFFICERS
8.01 The officers of the National
Leadership Team shall be a National
Sector Chief, a Vice-National Sector
Chief, a Secretary, a Treasurer.
8.02 Each officer's organization
shall be a member in good standing.
8.03 The Nominating Committee will
present a slate of candidates for
each office at the 3rd Quarter
meeting of the BPAUX for December
voting. Each officer shall be
elected by ballot or by other
methods of voting.
8.04 Every officer shall hold office
beginning January following the
election of officers until the next
January meeting or until a successor
shall have been qualified and
elected. Officers may serve a
maximum of 3 consecutive full terms
for any one specific office up to
the limits of serving on the Team as
determined in Article 7.11.
8.05 A vacancy in any office because
of death, resignation, removal,
disqualification or otherwise, may
be filled by the National Leadership
Team for the unexpired portion of
the term, or appointed by the
National Leadership Team.
8.06 Any Officer may be removed by a
vote of two-thirds (2/3) of all the
members of the National Leadership
Team whenever in its judgment the
best interest of BPAUX would be
served, but such removal shall be
without prejudice.
8.07 All promotions within the
organization for leadership
positions such as Sector Chief,
Division Sector chief, Assistant
Sector Chief must be approved by the
National Leadership Team prior to
any actual promotions. The Sector
Chief making these appointments
shall provide background information
on why the appointee should be
promoted, and the appointee must
meet the minimum requirements for
the position.
ARTICLE IX -
DUTIES OF THE OFFICER
9.00 The Leadership Team:
Manage the organization,
giving direction and be responsible
for making key decisions with the
assistance of the National
Leadership Team.
Reside on the National
Leadership Team and vote
accordingly, have veto authority in
all matters.
Review all decisions by
the National Leadership Team and the
general membership.
Be able to accept fees for
services rendered on behalf of
BPAUX.
The National Sector Chief shall:
Be the presiding officer
of the National Leadership Team.
Appoint Team members from
the membership at large.
Appoint Standing Committee
Conveners.
Appoint all Ad-Hoc
Committee Conveners.
Appoint a Chairperson from
no less than three members selected
by the National Leadership Team at
the September Meeting to serve on
the Nominating Committee.
Appoint in November an
Ad-Hoc Financial Review Committee to
report to the National Leadership
Team of financial activities for the
calendar year, at the January Board
of Directors meeting.
Appoint all Task Force
Committee Conveners as necessary.
Perform all duties
incidental to the office of National
Sector Chief and such other duties
as may be prescribed by the National
Leadership Team from time to time.
Be able to accept fees for services
while in office for services
rendered.
9.02 The Vice-National Sector Chief
of the National Leadership Team
shall:
Perform the duties of the
National Sector Chief in the absence
of the National Sector Chief, and
perform such other duties as may be
assigned by the National Leadership
Team.
Present and disseminate an
Annual Report based upon quarterly
reports and/or minutes of meetings
received from Committees at the
General meeting of BPAUX. Be able to
accept fees for services while in
office for services rendered.
Chair the Recognition
Committee and select the Committee
members.
Provide orientation to
Committee Chairpersons as assigned.
9.03 The Secretary of the National
Leadership Team shall:
Take the minutes of the
Meetings of the National Leadership
Team. Maintain the minute book and
see that electronic or written
copies of minutes are distributed to
designated voter of each member
organization.
See that all notices are
duly given to appropriate designated
voters.
Keep a register of the
names and mailing addresses of each
member organization's designated
voter and alternate.
See that all
correspondence is handled and that
the National Leadership Team is
aware of the correspondence on a
regular basis.
Request, when appropriate,
a temporary clerical support person
be hired to supplement the work of
the Secretary in the typing,
duplication, distributing of the
minutes, agendas and any other
approved secretarial services.
Be able to accept fees for
services while in office for
services rendered.
9.04 The Treasurer of the National
Leadership Team shall:
Keep a record of dues
charged and paid.
Keep correct and complete
books, records of account, and
compile and present at the National
Leadership Team written monthly
reports.
Mail membership dues
notices to current member
organizations and others as
requested. Perform all duties
incidental to the office of
Treasurer and such other duties as
from time to time may be assigned by
the National Leadership Team.
Maintain a current
signature card at the designated
bank of the NLT, and include at
least the Treasurer and current
National Sector Chief.
Perform all duties
incidental to the office of
Treasurer and such other duties as
from time to time may be assigned by
the National Leadership Team.
Be able to accept fees for
services while in office for
services rendered.
9.05 The National Leadership Team
shall:
Perform all duties
incidental to the office of National
Leadership Team members and such
other duties as from time to time
may be assigned.
Act as the "Trusted Agent"
between law enforcement agencies and
BPAUX.
Be able to accept fees for
services while in office for
services rendered.
Give direction to
committees and sub-committees
relevant to but not limited to law
enforcement concerns and issues.
ARTICLE
X -
COMMITTEES
10.01 Committees of BPAUX, shall be
Standing, Ad-Hoc, and Task Force,
and each shall be established with
purpose and task by the National
Leadership Team.
Standing Committees shall
be broad-based, long-term, and
address internal affairs of BPAUX.
Ad-Hoc Committees shall be
short-term, but not limited to
one-issue oriented and address the
internal affairs of the NLT.
Task Force Committees
shall address but not be limited to
identified issues oriented concerns
of BPAUX. These Task Force
Committees remain in existence until
their work is completed or the
National Leadership Team determines
the issue can be better resolved in
a different manner.
10.02 Committees and their
purpose/task shall be reviewed
annually by the National Leadership
Team.
10.03 Any vacancy/change in the
membership of any committee may be
filled in the same manner as
originally made.
ARTICLE XI -
CONTRACTS, LOANS, CHECKS, DEPOSITS
AND FUNDS
11.01 The National Leadership Team
by resolution may authorize any
officer or officers, agent or agents
of the Team, in addition to the
officers so authorized by these
By-laws, to enter into any contract
or execute and deliver any
instrument in the name of and on
behalf of the NLT and such authority
may be general or confined to
specific instances.
11.02 No loans shall be contracted
on behalf of the National Leadership
Team and no evidence of indebtedness
shall be issued in its name unless
authorized by a resolution of the
National Leadership Team. Such
authority may be general or confined
to specific instances.
11.03 All checks, drafts or orders
for the payment of money, notes, or
other evidences of indebtedness
issued in the name of the National
Leadership Team shall be signed by
such officer or officers, agent or
agents.
11.04 All funds of the organization
shall be deposited from time to time
to the credit of BPAUX.
11.05 The National Leadership Team
may accept but not limited to on
behalf of the National Leadership
Team any contribution, gift, bequest
or devise if gifts are approved by
the National Leadership team and do
not present any conflict of
interests.
11.06 Funds of BPAUX, shall be used
for activities directly sponsored by
the National Leadership Team and at
the digression of the National
Leadership Team.
ARTICLE XII -
FISCAL YEAR
12.01 The fiscal year of the BPAUX
shall begin on January 1st of each
year and shall end on December
31st.
ARTICLE XIII -
WAIVER OF NOTICE
13.01 Whenever any notice is
required to be given 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.
ARTICLE XIV -
PROPERTY OF THE LEADERSHIP TEAM
14.01 The private property of
the National Leadership
Team, designated voter/alternates,
and committee members shall not be
subject to the debts or obligations
of the Organization to any extent
whatsoever.
ARTICLE XV -
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND COMMITTEE MEMBERS
15.01 The National Leadership Team
shall indemnify any person who is a
party or is threatened to be made a
party to any threatened, pending, or
completed claim, action, suit, or
proceeding, whether civil, criminal,
administrative, or investigative by
reason of the fact that such person
is or was a director, officer,
member of a committee or agent of
the National Leadership Team, or is
or was serving at the request of the
National Leadership Team as
director, officer, employee, member
of a committee, agent or trustee of
another corporation, partnership,
joint venture, trust or enterprise,
against expenses (including
attorneys' fees), judgments, fines,
and amounts paid in settlement
actually and reasonably incurred by
such person in connection with such
claim, action, suit or proceeding if
such person acted in good faith and
in a manner such person reasonably
believed to be in or not opposed to
the best interests of the National
Leadership Team, and, with respect
to any criminal action or
proceeding, had no reasonable cause
to believe the conduct was unlawful.
The National Leadership Team may
elect to participate directly on
behalf of such person in such claim,
action, suit or proceeding. The
termination of any such claim,
action, suit or proceeding by
judgment, order, settlement,
conviction, or upon a plea of nolo
contendre or its equivalent, shall
not, of itself, create a presumption
that such person did not act in good
faith and in a manner which such
person reasonably believed to be in
or not opposed to the best interests
of the National Leadership Team,
and, with respect to any criminal
action or proceeding, had reasonable
cause to believe that such person's
conduct was unlawful.
15.02 In the event that the
threatened, pending or completed
claim, action, suit or proceeding to
which Section 15.01 of these By-laws
is applicable is by or in the right
of the National Leadership Team to
procure a judgment in favour of the
National Leadership Team, then, not
with-standing the provisions of
Section 15.01 of these By-laws and
in addition to the requirement of
Section 15.04 of these By-laws. No
indemnification shall be made in
respect of any claim, issue, or
matter as to which such person shall
have been adjudged to be liable for
negligence or misconduct in the
performance of such person's duty to
the National Leadership Team unless
and only to the extent: (i) that the
court in which such action or suite
was brought shall determine upon
application that, despite the
adjudication of liability but in
view of all circumstances of the
case, such person is fairly and
reasonably entitled to indemnity for
such expenses which such court shall
deem proper; or (ii) that the
members of the National Leadership
Team, by a majority vote of the
members of the National Leadership
Team entitled to vote, whether or
not such members were parties to
such proceedings and whether or not
such members were or are
disinterested, may determine.
15.03 If a person has been
successful on the merits or
otherwise in the defence of any
claim, action, suite or proceeding
to which Section 15.01 or 15.02 of
these By-laws are applicable, or in
defence of any claim, issue or
matter therein, or in seeking
indemnification in accordance with
this Article, such person shall be
indemnified by the National
Leadership Team against expenses
(including attorneys' fees) actually
and reasonably incurred by such
person in connection therewith. In
the event that such person is
successful as to some but not all
claims, issues or matters, or in the
event that the applicable standards
as set forth in Sections 15.01 or
15.02 of these By-laws are met as to
some claims, issues or matters but
not as to others, such person shall
be indemnified against all expenses
(including attorneys' fees) actually
and reasonably incurred by such
person in connection with the claim,
action, suit or proceeding as to
which such person was successful.
Nothing contained in this Section
shall limit the ability of the
National Leadership Team to
indemnify such person as provided
elsewhere in this Article.
15.04 Any indemnification under
Sections 15.01, 15.02 or 15.03 of
these By-laws (unless ordered by a
court) or any election to
participate in a claim, action,
suit, or proceeding, shall be made
by the National Leadership Team only
as authorized in the specific case
upon a determination that
indemnification is proper in the
circumstances because the applicable
standards set forth in Sections
15.01 or 15.02 of these By-laws have
been met, or the person to be
indemnified has been successful on
the merits or otherwise as set forth
in Section 15.03 of these By-laws.
Such determination shall be made (i)
by the National Leadership Team of
BPAUX by a majority vote of a quorum
consisting members who were not
parties to such claim, action, suit
or proceeding; or (ii) if such a
quorum is not obtainable, or even if
such a quorum is obtainable and a
majority vote of a quorum of
disinterested NLT so directs, by
independent legal counsel in a
written opinion; or (iii) by a
majority vote of a quorum of the
members of the BPAUX entitled to
vote, whether or not such members
are or were parties to the claim,
action, suit or proceeding and
whether or not such members are or
were disinterested.
15.05 Expenses (including attorneys'
fees) incurred in defending a civil
or criminal claim, action, suit or
proceeding may be paid by BPAUX in
advance of the final disposition of
such claim, action, suit or
proceeding and as such expenses
accrue, as authorized in the manner
provided in Section 15.04 of these
By-laws upon receipt of an
undertaking by or on behalf of the
person seeking indemnity to repay
such amount unless it shall
ultimately be determined that such
person is entitled to be indemnified
by the BPAUX as authorized in this
Article.
15.06 The indemnification provided
by this Article shall be in addition
to and shall not be deemed exclusive
of any other rights to which a
person may be entitled under any
statue, agreement, vote of members
or disinterested NLT, or otherwise,
both as to action in such person's
official capacity and as to action
in another capacity while holding
such office.
15.07 This Article shall be
applicable to all claims, actions,
suits or proceedings commenced after
the date hereof, whether arising
from acts or omissions occurring
before or after the adoption hereof.
Each person who is now serving or
who shall hereafter serve as a NLT
member of a committee or agent of
BPAUX, or, at the request of the
National Leadership Team, employee,
member of a committee, agent or
trustee of another corporation,
partnership, joint venture, trust or
other enterprise, shall be deemed to
be doing so in reliance upon the
rights of indemnification provided
for in this Article, and such rights
of indemnification shall continue as
to a person who has ceased to be
a employee, member of a committee,
agent or trustee, and shall inure to
the benefit of the heirs, executors
and administrators of such a
person.
15.08 The National Leadership Team
shall have the power to purchase and
maintain insurance on behalf of any
person who is or was a NLT,
officer, member of a committee or
agent of the National Leadership
Team, or is or was serving at the
request of BPAUX as a officer,
employee, member of a committee,
agent or trustee of another
corporation, partnership, joint
venture, trust, or other enterprise
against any liability asserted
against such person of such person
and incurred by such person in any
such capacity or arising out of such
person's status as such, whether or
not the National Leadership Team
would have the power to indemnify
such person against such liability
under the provisions of this
Article.
ARTICLE XVI -
CONFLICT OF INTEREST
16.01 A designated voter of the
National Leadership Team shall not
vote on any matter which would
involve a personal conflict of
interest. Whenever a designated
voter has cause to believe his/her
organization is involved in a matter
to be voted on, the designated voter
shall announce the conflict of
interest and abstain from voting on
such matter.
16.02 After a designated voter
announces a possible conflict of
interest and the question of whether
an actual conflict exists, the
National Leadership Team shall
decide that question by a vote of
the majority, excluding a vote by
the designated voter in question and
any other designated voter present
who have already been disqualified
from voting on the issue because of
their own conflict of interest on
that matter.
16.03 Any other person may raise the
question of possible conflict of
interest with respect to any
designated voter and the question so
raised shall be decided in the same
manner as if the designated voter
had announced the possible conflict
of interest. 16.04 "Conflict of
interest" shall preclude involvement
in any decisions whereby a
designated voter or the member
agency may directly profit from such
a decision.
ARTICLE XVII -
BY-LAW REVISIONS
17.01 These By-laws may be altered,
amended, or repealed and new By-laws
may be adopted by a majority vote of
a quorum of the National Leadership
Team. Such notice shall include not
only the time and place of such a
meeting but shall also include a
copy of the proposed amendments. The
only exception to this will be in
the forming stages of BPAUX, where
these bylaws may change at any time
and notification will be that of a
new posting on the BPAUX web site of
these bylaws.
17.02 Announcement of intent to
amend, alter, or repeal these
By-laws shall be made at the regular
monthly meeting preceding that at
which voting will take place. The
Secretary will include, for that
meeting, an agenda item concerning
voting on the amendments.
17.03 These By-laws shall be
reviewed on a biennial basis
