© Montgomery County Police Alumni Association
PO Box 431, Damascus, MD 20872-0431
AMENDED ARTICLES OF INCORPORATION OF THE MONTGOMERY COUNTY POLICE ALUMNI ASSOCIATION, INC.
A Maryland Corporation Organized Pursuant to the Title Four of the Corporations and Associations Article of the Annotated Code of Maryland
FIRST: The undersigned, Richard F. Mayer, whose post office address is 319 Cross Creek Court, Chester, Maryland 21619, being over the age of eighteen (18) years of age, does hereby form a corporation under and by virtue of the general laws of the State of Maryland.
SECOND: The name of the Corporation is: The Montgomery County Police Alumni Association, Inc. (which is hereafter called the “Corporation”)
THIRD: The Corporation is a non-stock corporation organized and to be operated exclusively for non-profit purposes and not for pecuniary profit or financial gain. The specific purposes for which the Corporation is formed are as follows:
(a) To continue, promote, foster and develop camaraderie and fellowship among retired and former sworn police officers and civilian employees of the Montgomery County, Maryland Police Department as well as other persons or groups formerly or currently affiliated with federal, state, county or local law enforcement, or engaged in activities in furtherance of law enforcement;
(b) To promote the welfare of and provide required assistance where possible to its members as well as other persons or groups formerly or currently affiliated with federal, state, county or local law enforcement, or engaged in activities in furtherance of law enforcement;
(c) To serve as a focal point for and to facilitate communication between current, retired and former sworn police officers and civilian employees of the Montgomery County Maryland Police Department, and among its members;
(d) To educate others with respect to the work and the importance of law enforcement generally, and that of the Montgomery County, Maryland Police Department in particular;
(e) To preserve our heritage and to receive, own, document and maintain any historical reference to the Montgomery County Maryland Police Department;
(f) To establish or assist in establishing, fund or assist in funding, and operate or assist in operating a museum of Montgomery County Maryland law enforcement officers and entities, including but not limited to the Montgomery County Maryland Police Department.
(g) Receive, own, operate, construct, manage and/or maintain real property, money and any other type of tangible and intangible property, subject to the limitations and restrictions hereinafter set forth to be used in connection with the purposes set forth within this article THIRD;
(h) To conduct or carry on any lawful activity permitted to be conducted or carried on by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (the "code") and which shall also be permitted to be conducted by or carried on by an organization, contributions to which are deductible under section 170 (c) (2) of the code, provided that any such activity shall be permitted by the laws of the State of Maryland;
(i) Subject to the limitations set forth in ARTICLE EIGHTH hereof, the Corporation shall have and possess all powers conferred on corporations under the laws of the State of Maryland to fulfill the purposes of the corporation as set forth in this ARTICLE THIRD, except that the Corporation shall not conduct or carry-on any activity (i) inconsistent with its aforesaid purposes, or (ii) not permitted to be conducted or carried on by an organization exempt from federal income tax under section 501 (c) (3) of the code or corresponding provisions of any subsequent federal tax laws or by an organization contributions to which are deductible under section 170 (c) (2) of the code;
(j) To conduct and carry on any lawful activity permitted to be conducted or carried on by the laws of the State of Maryland.
FOURTH: The address of the principal office of the corporation in Maryland is 6504 Carrie Lynn Ct., Mt. Airy, Maryland 21771-7616. The name and address of the resident agent is Robert C. Disinger, 6504 Carrie Lynn Ct., Mt. Airy, Maryland 21771-7616. Said resident agent is a citizen of Maryland and actually resides therein.
FIFTH: The members of the Corporation shall be comprised of those persons who, upon application in due form, are elected to membership in the Corporation by majority vote of the Board of Directors in accordance with established membership criteria set out in the By-Laws of the Corporation.
SIXTH: The Corporation has no authority to issue stock.
SEVENTH: The number of Directors shall be no more than sixteen (16) and no less than twelve (12). The names of the directors who shall act until the first annual meeting and until their successors are duly elected and qualify are Harry Geehreng, 25112 Silver Crest Drive, Gaithersburg, MD 20882; Richard Fried, 24808 Dunnavant Drive, Gaithersburg, MD 20882; and Owen G. Bromley, 13601 Lewisdale Road, Clarksburg, MD 20871-9655.
EIGHTH: The powers of the Corporation shall be subject to the following limitations:
(a) The Corporation shall be operated exclusively for charitable purposes. Any property or income not needed by the Corporation for operating expenses and suitable reserves (as determined by the Board of Directors of the Corporation) may be distributed in furtherance of the purposes set forth in paragraphs (a) through (c) above to other charitable organizations which qualify for tax exemption under the provisions of Section 501(c)(3) of the Code or to a State, possession of the United States, a political subdivision of a State or possession of the United States, the United States or the District of Colombia.
(b) No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any member, Director or officer of the corporation or any private individual, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in ARTICLE THIRD hereof. Except as provided and permitted under Section 501(c)(3) and 4911 of the Code, no substantial part of the activities of the Corporation shall involve the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(c) Upon the liquidation or dissolution of the Corporation, whether voluntary or involuntary, or the winding up of its affairs, after paying or making provision for the payment of all the liabilities of the Corporation, the assets of the Corporation, if any, shall be distributed exclusively to other charitable or educational organizations as shall, at the time of such distribution, qualify for tax exemption under the provisions of Section 501(c)(3) of the Code or to a State, possession of the United States, a political subdivision of a State or possession of the United States, the United States or the District of Colombia. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject ton tax on undistributed income imposed by Section 4942 of the Code or corresponding provisions of any subsequent Federal tax laws.
(d) The Corporation shall not engage in any act of self-dealing as defined by Section 4941(d) of the Code or corresponding provisions of any subsequent Federal tax laws.
(e) The Corporation shall not retain any excess business holdings as defined by Section 4943(c) of the Code or corresponding provisions of any subsequent Federal tax laws.
(f) The Corporation shall not make any investments in such a manner as to subject it to tax under Section 4944 of the Code or corresponding provisions of any subsequent Federal tax laws.
(g) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent Federal tax laws.
NINTH: No director of officer of the Corporation shall be liable to the Corporation or to its members for money damages except (i) to the extent it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director of officer is entered in a proceeding based on a finding in the proceeding that such director’s or officer’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action in the proceeding.
TENTH: As used in this ARTICLE TENTH, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Provision of the Code”), shall have the same meaning as those words have in the Indemnification Provision of the Code. The Corporation shall indemnify and advance expenses to a director of officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Provision of the Code. With respect to an employee or agent, other than a director or officer of the Corporation, the Corporation may, as determined by and in the discretion of the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Provision of the Code.
ELEVENTH: The Charter of the Corporation may be amended from time to time by a majority vote of the directors of the Corporation.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this 15th day of January 2003 and I acknowledge the same to be my act.
Richard F. Mayer
The undersigned individual consents to being designated as the resident agent for The Montgomery County Police Alumni Association, Inc.
Robert C. Disinger, Vice President
BY-LAWS FOR THE MCPAA
Effective September 28, 2013
NAME: Montgomery County Police Alumni Association, Inc.
STATEMENT OF PURPOSES:
• To continue, promote, foster and develop camaraderie and fellowship among retired and former sworn police officers and civilian employees of the Montgomery County Maryland Police Department.
• To promote the welfare of our members and provide assistance when needed.
• To serve as a focal point for and facilitate communication between current, retired and former sworn police officers and civilian employees of the Montgomery County Maryland Police Department.
• To educate others with respect to the work and importance of law enforcement generally, and that of the Montgomery County Maryland Police Department in particular.
• To preserve our heritage, to receive, own and document any historical reference to the Montgomery County Maryland Police Department.
Types of Membership: Regular, Associate, Lifetime and Honorary
Regular Membership is open to Retired and Former Employees of the Montgomery County Police Department.
• Retired is defined as follows:
o Full Retirement
o Service Connected Disability
o Non-Service Connected Disability
o Retired in good standing
• Former Employee is defined as follows:
o Resigned from the department;
o Having served a minimum of five (5) years with the department; and,
o Resigned in good standing.
• Employee is defined as having been salaried in a full-time or part-time position, sworn or non-sworn.
Associate Membership is a category established to allow those members, both sworn and civilian, of the following police departments which operate within Montgomery County, Maryland, to be affiliated with the MCPAA: Montgomery County Sheriff’s Office, City of Rockville Police Department, City of Gaithersburg Police Department, City of Takoma Park Police Department, the Maryland National Capital Park and Planning Police Department (Montgomery County Division) and the Chevy Chase Village Police Department. Eligibility for associate membership for retired members and former employees of these agencies (both civilian and sworn) is the same as that for a Regular Member of the MCPAA. Individuals not meeting these requirements are ineligible for Associate membership.
Membership cards will indicate the category “Associate Member” and they are entitled to receive an up-to-date membership directory and receive the MCPAA newsletter. Associate Members will not be granted voting power nor may they be nominated or elected to an officer position within the organization; however they may serve on the organization’s committees.
Dues for an Associate Member will be the same as that of Regular Member.
Lifetime Membership is a special category created to accommodate persons, who, under ordinary circumstance would be eligible to join as regular members, but because of circumstances beyond their control, find themselves in a special situation and unable to join. Lifetime membership may also be awarded to individual members who have provided special service to the association.
Lifetime members will be accorded the privilege of full membership with no dues attached. An application to bestow lifetime membership must be submitted by a current MCPAA member.
Having been a Regular Member in good standing prior to their 80th birthday, the Member shall be entitled to lifetime membership thereafter. The Board, upon unusual circumstances, may award a lifetime membership to someone under 80 years of age.
Honorary Membership is a special category created to accommodate widows and widowers of retired MCP employees. Honorary members will not be eligible to vote and will not be required to pay dues. Honorary Membership may be granted to any other individual as determined by the Board.
Charter Membership: Those persons applying for membership prior to December 31, 2003, enjoy the privilege of having "Charter Member" on their membership card.
Application for regular or associate membership shall be made on a prescribed form supplied by the Association and handed to any member of the Board of Directors, submitted on-line or mailed to the Association's address. Applications for membership are subject to review by the Board of Directors.
The Association will offer a 1-year complimentary membership to all eligible MCP employees (Sworn and Civilian) upon their retirement.
The annual dues for regular or associate membership in the Association is payable at the beginning of the year. The fiscal year will run from January 1 to December 31.
If a retiree joins the Association and pays his/her dues no more than one year from his/her date of separation, those dues will include the remainder of the current year and the next year.
There will be a grace period beginning each year on January 1 and ending on March 31. If a member's dues are not paid by March 31, their membership will be suspended.
A Regular Member in good standing is entitled to the following unique privileges:
• Vote at general and special membership meetings;
• Obtain and maintain organizational license plates; and,
• Serve as a Director or Officer of the Association.
All members are entitled to the following privileges:
• Receive an up-to-date membership directory;
• Receive a weekly newsletter when published;
• Use an MCPAlumni.org email account; and,
• Access the members-only section of the association website.
Board of Directors: (composition and term limits)
The Board of Directors shall consist of not less than twelve or more than sixteen members elected by the membership. Regional Representatives shall be appointed by the President, confirmed by the Board of Directors, and ratified by the membership at the next annual meeting.
Following the Annual Membership Meeting, the Board of Directors shall elect from its' members the following officers: President, Vice President, Recording Secretary, Membership Secretary, and Treasurer.
In the event that a Board vacancy occurs and no one who is already an elected Board member is willing to take that position, the Board may appoint any Regular Member of the Association as a temporary member of the Board to fill that vacant position until the next Annual Meeting at which time the appointee may seek election to the Board.
Each elected member of the board shall serve for two years. Any member may be eligible for re-election. The terms shall be staggered to insure one-half of the members are eligible for re-election each year.
Powers and Responsibilities:
President - shall chair all Board of Directors' meetings and General Membership meetings; appoint committees as needed; have the authority to resolve disputes; dissolve committees and replace committee chairpersons and members.
Vice President - shall assume the duties of the President when directed to do so by the President or upon the President vacating his position; assume other duties and responsibilities as directed by the President.
Recording Secretary - shall record and/or maintain minutes of all Executive Board, General Membership and Special meetings; record attendance at such meetings; maintain other records as directed by the President; write any correspondence as directed; maintain a file of all correspondence. The Recording Secretary will be responsible for the updating and maintenance of the By-Laws.
Membership Secretary - shall maintain the membership files, keeping track of applications and coordinating with the Treasurer regarding the incoming dues; be responsible for notifying members when dues will expire; provide membership cards to all members and notify members thirty days prior to the expiration of their membership.
Treasurer - shall maintain the financial records of the association; manage the funds of the association; submit a written treasurer's report at the general membership meeting; maintain a current list of all association members; coordinate the collections of dues; and, provide for audits of Association funds and records as directed by the Board.
Chaplain - shall represent the Association to members and their families in need of special assistance; assist at the time of a member's death by co-coordinating with member's family the services of the Association, the Department's Honor Guard and any funeral arrangements; cause a death notice to be placed in a local newspaper of general circulation as well as the Association’s weekly electronic newsletter; shall convey correspondence of comfort to members and their families in times of illness or death; and shall provide prayer invocation and benediction at Association events when appropriate.
Communications Director - shall be responsible for internal communications for the Association; and shall be responsible for disseminations of news within the Association.
Merchandise Director - shall be responsible for acquiring and distributing all Association merchandise, maintaining records to include all purchases and sales; coordinating vendor activities and ensuring merchandise is available for purchase at Association events and on-line or by telephone.
Directors - shall serve at the direction of the President; shall be present at Board meetings as well as the membership meeting and be prepared to vote on matters of interest. Directors shall be responsible to assist and assume any position as an Officer of the Board of Directors, as well as the positions of Chaplain, Communications Director, and Merchandise Director.
Regional Representatives - shall serve at the direction of the President; shall be present at Board meetings and at the annual membership meeting when possible. They shall keep the President and the Board informed as to any member issues in their areas, as well as, keeping the members of their area informed. They shall represent the interest of the members in their areas.
Any Regular Member of the association, in good standing, will be eligible to hold office.
Nominations, Voting and Elections:
The President shall appoint a committee for the purpose of nominating a slate of officers for the coming term. The slate of candidates will be published thirty days in advance of the election.
The election of Board Members will be held in conjunction with the Annual Membership Meeting. Regular Members may vote on-line during the fifteen (15) day period preceding the Annual Membership Meeting or in-person at the Annual Membership Meeting.
Members voting in conjunction with a Special Membership Meeting may vote on-line during the fifteen (15) day period preceding the Special Membership Meeting or in-person at the Special Membership Meeting.
Annual Membership - There will be an Annual Membership Meeting held each year, on or about the date of the annual reunion.
Special Membership - - Special Membership Meetings can be called by the Board of Directors when an immediate vote of the Regulars Members is required.
Board of Directors - The Board of Directors will meet on an as needed basis, as determined by the President.
VI. By-Laws and Amendments:
Proposed Changes - These By-Laws may be amended providing the proposed change is submitted in writing and published at least thirty days prior to the Annual or Special Membership meeting.
Voting - Regular Members may vote upon proposed changes to these By-Laws either on-line during the fifteen (15) day period preceding the Annual or Special Membership Meeting or in-person at the Annual or Special Membership Meeting with a show of hands. A two-thirds majority of those members voting is required for ratification.
Standing Committees - The President may appoint such committees as he/she deems necessary, subject to approval by the Board of Directors.
VIII. Disposal of Assets:
In the event the Association is dissolved, for whatever reasons, any and all assets will be donated to another non-profit organization or charity as approved by the Board of Directors.
IX. Annual Audit:
A financial review shall be required prior to the Annual Membership Meeting. Such report will be available to any member in good standing upon request. An audit will be conducted as directed by the Board of Directors.