Established in 1974 ~ Serving Indiana's Finest

Articles of Incorporation and By-Laws

ARTICLES OF INCORPORATION

OF

PIONEERS OF THE INDIANA STATE POLICE, INC.

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Not-For-Profit Corporation Act of 1971 (hereinafter referred to as the "Act"), executed the Articles of Incorporation.

ARTICLE I

Name

The name of the Corporation is PIONEERS OF THE INDIANA STATE POLICE, INC.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are:

(a) To foster and promote fellowship, activity and continued friendship among those who have served the Indiana State Police Department and who have retired with 20 or more years of accredited service for pension purposes or who have retired by reason of reaching age 65 under the terms of the Indiana State Police Pension Trust Agreement, or who have retired with 20 or more years of service with the Indiana State Police Department under any other pension plan of the State of Indiana.

(b) To provide an effective organization to act in behalf of the retirees of the Indiana State Police Department who are qualified to receive basic or both basic and supplemental pension benefits or benefits from any pension plan of the State of Indiana.

(c) To assist new retirees in finding suitable employment as they retire from the service of the Indiana State Police Department with 20 or more years of service.

(d) To do all other acts necessary and proper to carry out the above-enumerated purposes.

(e) To do any and all things that a not-for-profit corporation can do which are not contrary to law.

(AS AMENDED 2006)

ARTICLE III

Period of Existence

The period during which the Corporation shall continue is perpetual.

ARTICLE IV

(no longer applies)

ARTICLE V

Membership

The membership of this Corporation shall be as follows:

Section 1. Classes.

Membership in this Corporation shall consist of three (3) classes, namely, Active Members, Honorary Members and Associate Members all as determined from time to time by the By-Laws of the Corporation within the limitations herein set forth.

Section 2. Rights, Preferences, Limitations and Restrictions of Classes.

(a) Membership

(1) Active Member - Must have completed 20 or more years of service with the Indiana State Police Department accredited for pension purposes, and/or have been retired under the pension program by reason of reaching age 65, or must have completed 20 or more years of service with the Indiana State Police Department and have been retired under any pension plan of the State of Indiana.

(2) Associate Member - An Indiana State Police employee becomes an Associate Member when he/she has completed 20 years of service with the Indiana State Police Department.

(3) Honorary Member - Surviving spouse of an Active or Associate Member.

(4) Associate and Honorary Members have no voting rights in the conduct of Corporation business but shall enjoy full social and fraternal benefits.

Section 3. Voting Rights of Classes.

All Active Members shall have the right to one (1) vote at each regular or special meeting provided such Member is current in the payment of dues, assessments and his obligations to the Corporation and is otherwise in good standing according to the By-Laws. No Associate or Honorary Member shall have a right to vote at any meeting and their attendance and conduct or participation at any meeting shall be regulated by the By-Laws.

Section 4. Election, Termination and/or Suspension.

The election to membership, termination of membership and/or suspension of membership shall be in accordance with the terms and provisions of the By-Laws of the Corporation.

ARTICLE VI

Directors

Section 1. Number of Directors.

The initial Board of Directors is composed of four (4) Members. If the exact number of Directors is not stated, the minimum number shall be three (3) and the maximum shall be nine (9). Provided, however, that the exact number of Directors shall be prescribed from time to time in the By-Laws of the Corporation; AND PROVIDED FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN THREE (3).

BY-LAWS

OF THE

PIONEERS OF THE INDIANA STATE POLICE, INC.

ARTICLE I

Meetings of the Membership

Section 1. An annual meeting of the Members shall be held on the first Saturday following Labor Day each year for the purpose of electing Directors, and for the transaction of such other business as may come before the meeting.

Section 2. Special meetings may be held at the call of the President or upon the petition of twenty-five (25) Active Members of the Corporation. On such petition, the President shall call a special meeting within sixty (60) days. Such petition shall include, in writing, the stated purpose, date, time and location of the special meeting.

Section 3. Notices of all membership meetings of the Corporation shall be sent by mail to the Members at least one (1) week in advance of the time set. In case of a special meeting or when required by Statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the Member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 4. A quorum shall consist of not less than twenty-five (25) Active Members. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting from time to time without further notice.

ARTICLE II

Voting

Section 1. Each Active Member shall be entitled to one (1) vote at each meeting of the Corporation. Majority vote of the Active Members present shall prevail. Only those Active Members attending a meeting of the Corporation shall exercise the right to vote. Associate and Honorary Members may participate in all meetings in a non-voting capacity.

ARTICLE III

Officers

Section 1. The elective officers of the Corporation shall be a President, a Vice-President, a Treasurer and a Secretary, who shall perform the duties that normally attach to their respective offices. They shall be elected annually from among and by the Members of the Board of Directors at its meeting in conjunction with the annual meeting of the Corporation. They shall be elected for a term of one (1) year, or until their respective successors qualify. Officers shall be eligible for re-election.

(a) The President shall preside at all meetings of the Board of Directors and membership. He shall have general supervision over the affairs of the Corporation and over the other officers. He shall sign all written contracts of the Corporation. He shall perform all such other duties as are incident to his office. In case of the absence or disability of the President, his duties shall be performed by the Vice-President, and in case of the absence or disability of the Vice-President, by a Member of the Board of Directors designated by a majority thereof.

(b) The Vice-President shall perform duties specified above in the absence or disability of the President. In addition, he shall perform duties and assignments which may from time to time be delegated by the President.

(c) The Treasurer shall have custody of all monies and securities of the Corporation and shall give bond in such sum and with such surety as the Directors may require, conditioned upon the faithful performance of the duties of said office. The Treasurer shall perform all such other duties as are incident to the office.

(d) The Secretary shall have the responsibility for providing that notices be issued for all meetings of the Board of Directors and all meetings of the Membership, and shall provide that minutes of the same be adequately kept. The Secretary shall have charge of all Corporation books, records, and papers; shall be custodian of the corporate seal; shall attest with signature and impress with the corporate seal any and all written contracts of the Corporation; and shall perform all such other duties as are incident to the office.

(e) The offices of Secretary and Treasurer may be held by the same person.

Section 2. Vacancies among elected officers or the Board of Directors occurring between annual meetings of the Corporation shall be filled by the Board.

ARTICLE IV

Board of Directors

Section 1. The business of the Corporation shall be conducted by the Board of Directors under the general direction of the membership.

Section 2.

(a) Members of the Board of Directors must be Active Members of the Corporation.

(b) The Members of the Corporation shall elect each year at the annual meeting three (3) persons to serve as members of the Board of Directors, each of whom shall serve for a term of three (3) years or until his successor is elected and qualified. Members of the Corporation shall elect at the annual meeting members of the Board of Directors to fill uncompleted terms of one (1) year or more.

(c) The Board of Directors serving at the same time of the adoption of these By-Laws shall be responsible for authorizing and carrying out the details necessary to fill positions authorized herein.

Section 3. Vacancies occurring on the Board of Directors for reasons other than expiration of term of office shall be filled by the Board to serve until the next annual meeting.

Section 4. The Board of Directors shall have power to prescribe rules and regulations for admission to and termination of Membership in the Corporation.

Section 5. The Board of Directors shall hold meetings at least semi-annually and shall hold special meetings whenever called by the President or upon written request of four (4) or more members of the Board. The call for every such special meeting shall be in writing not less than three (3) days in advance of the date set and shall set forth the matters to be considered. If an emergency be declared by the President the Board may be called to a meeting on twenty-four (24) notice. Notices of special meetings shall be deemed to be delivered when deposited in the United States Mail addressed to each Director, with postage thereon prepaid. Any Director may waive notice of any meeting, and attendance at any meeting shall constitute a waiver of notice except where a Director attends for the express purpose of objecting to the meeting on the grounds it is not lawfully called or convened.

Section 6. The Board of Directors shall determine the amount of annual membership dues payable to the Corporation, provided that any change from the initially established dues shall be accomplished in the manner provided in Article IX for amending these By-Laws. Commencing on January 1, 1995, the annual membership dues shall be $12.00 (twelve dollars) provided that dues shall be waived during the calendar year of retirement from the Department with twenty or more years of service.

Section 7. Five (5) Members shall constitute a quorum of the Board of Directors. Majority vote of the Members present shall prevail.

ARTICLE V

Committees

Section 1. The President shall appoint an annual meeting committee from the Active Membership to make necessary arrangements for the annual meeting.

Section 2. The President shall appoint a nominating committee to nominate candidates for vacancies on the Board of Directors to be elected at the annual meeting. No member shall be nominated without his prior consent.

Section 3. The President may appoint such other committees as shall be necessary for the conduct of Corporation business.

ARTICLE VI

Contracts, Checks, Deposits, and Funds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, 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 Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or the Vice-President of the Corporation.

Section 3. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5. Petty Cash A petty cash fund not to exceed two hundred dollars ($200) shall be maintained by the Secretary for mailing and other expenses incidental to the office.

ARTICLE VII

Books and Records

Section 1. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors, and Committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his agent or attorney for any proper purpose at any reasonable time.

Section 2. The Treasurer's records shall be audited by a committee of at least two (2) Board Members appointed by the President. This audit shall be conducted prior to the Annual General Meeting for presentation at the conference.

In the event of the election of a new Treasurer, the transfer of funds and records shall be completed no later than sixty (60) days after the date of the Annual Meeting.

ARTICLE VIII

Dues

Section 1. Payment of dues - Dues as authorized in the provisions of Article IV, Section 6, shall be payable in accordance with one of the following options where-by each active Member shall:

Option 1. Authorize the State Auditor's Office to deduct one-twelfth (1/12) of the annual dues from their monthly pension check.

Option 2. Make an annual payment to the Treasurer of the Pioneers which shall be due on the first day of January each year.

Membership cards will be issued after the check for the January deductions are received from the Auditor's Office or upon receipt of the annual payment.

Section 2. Default and Termination of Membership - When any Member shall be in default in the payment of dues for a period of twelve (12) months from the time said dues become payable, his membership may thereupon be terminated by the Board of Directors.

ARTICLE IX

Amendments

Section 1. These By-Laws may be amended by the affirmative vote of two thirds of the Board of Directors at any regular or special meeting of the Board of Directors or by the affirmative vote of a majority of Active Members present at the annual meeting or at a special meeting of the membership, provided that the text of the proposed amendment shall have been sent to all Directors with the call for the meeting at least seven (7) days in advance of such meeting or to all Members at least seven (7) days in advance of the annual meeting or special meeting.

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