TABLE OF CONTENTS
INTRODUCTION Pgs. 4-5
· Purpose of the Manual
· Management Approach
· Organization of the Manual
SECTION 1.0 ORGANIZATION AND MEMBERSHIP Pgs. 6-10
1.1 Articles of Incorporation
1.2 Bylaws
1.3 Tax Status of the Association
1.4 Affiliation with Other Associations and Organizations
1.5 Central and Regional Offices of the Association
1.6 Membership Categories
1.7 Members Outside of the Country
1.8 Regional Directors
1.9 Other Directors
1.10 Requirements for the Board of Directors
SECTION 2.0 LEGAL ACTIVITIES Pg. 11
2.1 Use of Legal Counsel
2.2 Methods of Retainer for Legal Counsel
2.3 Presence of Counsel at Board Meetings
2.4 Counsel Review of Board Minutes
SECTION 3.0 OFFICERS, BOARD AND COMMITTEES Pgs. 12-17
3.1 Overview of Bylaw Requirements
3.2 Number of Consecutive Terms
3.3 Frequency of Board Meetings
3.4 Role of Ex-Officio Members of the Board
3.5 Ex-Officio Members Without Vote
3.6 Standing Committees
3.7 Ad-Hoc Committees
3.8 Role of Committee Chairs
3.9 Communication with President and Executive Director
3.10 Election Committee Guidelines
3.11 Expense Reimbursement
3.12 Role of the President
3.13 Role of the Executive Committee
3.14 Conflict of Interest
3.15 Code of Ethics
3.16 Enforcement of Code of Ethics
SECTION 4.0 NASRO OFFICE ORGANIZATION AND MANAGEMENT Pgs. 18-20
4.1 Role of the Executive Director
4.2 Liaison with Other Associations and Organizations
4.3 Annual Business Plan
4.4 Insurance Requirements
4.5 Records Retention and Destruction
4.6 Property Inventory and Disposition
4.7 Management Reports
4.8 Media and Press Relations
4.9 Candidate Support by the Association
4.10 Operation of Exhibits on Behalf of the Association
SECTION 5.0 FINANCE Pgs. 21-23
5.1 Annual Budget
5.2 Role of the Treasurer
5.3 Dues and Assessments
5.4 Investment of Association Funds
5.5 Official Fiscal Year
5.6 Method of Accounting
5.7 Financial Records
5.8 Annual Audit of Financial Records
5.9 IRS and Grantor Audits
5.10 Audit Exceptions and Corrective Action
5.11 Selection of Vendors and Subcontractors
5.12 Conflict of Interest
5.13 Co-mingling of Funds Prohibited
5.14 Gifts, Donations and Sponsorships
SECTION 6.0 ANNUAL BUSINESS PLAN Pg. 24
6.1 Responsibility of the Planning & Budget Committee
6.2 Content of the Plan
6.3 Rational and Justifications
SECTION 7.0 TRAINING PROGRAMS AND CERTIFICATION Pgs. 24-25
7.1 Responsibility of Training Director
7.2 Coordination with the Training Committee Chair
7.3 Criteria for Selection of Trainees
7.4 Method of Delivery
7.5 Instructors’ Agreements
7.6 Instructor’s Fees
7.7 Training Rules and Regulations
7.8 Evaluation
SECTION 8.0 PUBLICATIONS Pgs. 26-27
8.1 Official Publications
8.2 Advertising Policy
8.3 Use of Advertising Sales Representatives
8.4 Role of the Editor
8.5 Editorial Policy
8.6 Review of Articles and Publications
SECTION 9.0 ANNUAL CONFERENCE AND MEETINGS Pgs. 27-32
9.1 Role of the Executive Director and NASRO Office
9.2 Role of the Host Committee
9.3 Role of the Conference Planning Committee
9.4 Advance Selection of Sites
9.5 Decision for Site Selection
9.6 Authority to Negotiate Contracts and Agreements
9.7 Type of Agreement With Hotel
9.8 Travel for Site Selection
9.9 Allocation of Amenities Associated with Hotel Agreement
9.10 Use of Travel Agents and Commissions
9.11 Special Travel Arrangements by Airlines
9.12 Allocation of Exhibit Space and Sponsored Events
9.13 Role of Exhibitors
9.14 Annual Conference Fees
9.15 Conference Budget and Accounts
9.16 Reporting Requirements
9.17 Program and Conference Evaluations
9.18 Financial Reconciliation and Closeout
SECTION 10.0 GOVERNMENT AFFAIRS Pgs. 32-33
10.1 Responsibility for Government Affairs Activities
10.2 Government Affairs Activities Guided by Policy and Resolutions
10.3 Lobbying Activities
10.4 Registration as Lobbyists
10.5 Monitoring Legislation
10.6 Appearance Before Legislative Committees and Bodies
SECTION 11.0 MAINTENANCE, REVIEW & AMENDMENTS Pg. 33
11.1 Responsibility for Manual Maintenance
11.2 Annual Review by Executive Committee
11.3 Amendment Procedures
Appendix A Articles of Incorporation
Appendix B Bylaws
Updated 01/12/2015
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INTRODUCTION
· Purpose of the Manual
This Manual has been developed as a supplement to the bylaws of the National Association of School Resource Officers and is intended to serve as an educational and management tool for the officers, board members and staff of the Association. It should be considered as a fluid document which is adaptable to the changing needs and growth of the Association.
The roles and relationships described in the Manual have been developed based upon a “balanced model” of association management. Its intention is to introduce checks and balances between the authority of elected volunteers and paid staff members without unnecessarily inhibiting either in the performance of their respective duties.
· Management Approach
In defining this balance, the project team relied upon resource documents and specialists in the field of association management to define a management philosophy and framework to guide the activities of volunteers and staff. That framework is summarized as follows:
Governing Body
The Board of Directors is the governing body of the Association and, as such, is the final authority on all matters pertaining to the management of the Association. The Board sets policy for the Association and relies upon elected officers, staff, and committees to implement or to develop plans to implement those policies. The Board is ultimately accountable to the membership of the Association.
Chief Executive Function
The Executive Committee, with the President as its chair, functions collectively as the Executive Secretariat of the Association. Between special or regular Board meetings, it has the authority to make executive decisions, interpret Board policy, develop interim policies, and to direct the business affairs of the Association, when immediate action is required before a scheduled meeting of the Board of Directors. The Executive Committee is accountable to the Board of Directors for its actions and decisions. The President shall report all actions taken by the Executive Committee to the Board, and the Board shall ratify or reverse the actions taken by the Executive Committee.
Chief Operating Officer
The Executive Director functions as the Chief Operating Officer of the Association. He/she has the authority to manage the business affairs of the Association, to carry out established policy and to implement official directives of the Board and the Executive Committee.
The Executive Director always functions within a policy framework characterized by approved business plans, this Manual, budgets and official acts of the Board and the Executive Committee. He/she is directly accountable to and serves at the pleasure of the Board of Directors.
Treasurer
The Treasurer functions as the financial officer and is responsible to oversee the fiscal affairs of the Association. He/she reviews the financial transactions conducted by the Board of Directors, recommends an independent firm or individual (C.P.A.) to conduct an annual audit, and generally advises the officers, directors and membership on fiscal policy for the Association.
The Treasurer is elected by the regular members of the Association
Support Staff
Any paid staff of the Association will function in accordance with the approved job descriptions for their positions and the directives of the Board of Directors. They are accountable, on a daily basis, to the Executive Director and serve at the pleasure of the Executive Director and the Board.
Committees and Committee Chairs
Committees, both standing and ad hoc, function in accordance with their mission or charge as defined by the bylaws, the Board, the Executive Committee or the President. They represent the vehicle through which the principles of our profession are integrated into the activities of the Association.
Committee members function under the direction of their Chair and the Chair is accountable to the Board through the President for the accomplishment of the Committee’s mission. Each Committee Chair shall report to the Board its recommendation regarding their area of responsibility.
Paid Professional Staff.
The paid professional staff shall include the Executive Director, full-time and part-time employees of the association.
Again, this framework is designed to establish a balance and to clearly define roles among the various members of the National Association of School Resource Officers team. As we work together for the common goals of our Association, learning will take place and roles may change. As they do, this manual should be modified or amended to reflect those changes.
Organization of the Manual
This Manual is organized by functional topic for convenience as a reference document. Consequently, some policies are repeated in more than one section. This repetition is intentional to ensure that the document clearly communicates official policy and roles within each functional description.
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Section 1.0 Organization and Membership
1.0 ORGANIZATION AND MEMBERSHIP
The purpose of this section is to delineate the types of organizational structure used within the Association for the benefit and information of the membership.
1.1 Articles of Incorporation
The National Association of School Resource Officers (NASRO) was incorporated in 1991, in the State of Florida as a not-for-profit member association.
1.2 By-laws
The National Association of School Resource Officers is governed by its bylaws duly adopted and periodically amended by the Board of Directors. The current bylaws are attached as Appendix B.
1.3 Tax Status of the Association
The Association maintains a tax-exempt status with the Internal Revenue Service of the United States under Section 501(c)(3) of the U.S. Tax Code.
1.4 Affiliation with Other Associations and Organizations
Action by the Board of Directors is required for affiliation with other organizations and associations. Such affiliations must be consistent with the purposes of the Association as described in the bylaws.
1.5 Central and Regional Offices of the Association
The Board of Directors may designate regional and/or a central office(s) for the conduct of its business.
1.6 Membership Categories
The official categories of membership shall be designated in the bylaws. Current membership categories include:
By-Law Section Classification
4.01 - Regular Members
4.02 - Associate Members
4.03 -Affiliate Members
4.04 - Honorary Members
1.7 Members Outside of the Country
Membership in the Association is international and members outside of the United States whose dues are duly paid and who otherwise meet the requirements for membership listed in the bylaws, shall receive all rights of membership provided by the Association. Affiliate chapters may be recognized in other countries in accordance with a procedure authorized by the Board of Directors.
1.8 Regional Directors
There shall be nine (9) Regional Directors on the Board of Directors who shall represent the following states, territories and countries.
Region 1 – North Carolina, South Carolina, Georgia, Florida, U.S. Virgin Islands, and Puerto Rico
Region 2 - Ohio, West Virginia, Maryland, Virginia, Kentucky, and District of Columbia
Region 3 - New York, New Jersey, Delaware, and Pennsylvania
Region 4 – Connecticut, Maine, Vermont, New Hampshire, Rhode Island, and Massachusetts
Region 5 - Iowa, Michigan, Illinois, Indiana, and Missouri
Region 6 - Tennessee, Arkansas, Mississippi, Alabama, and Louisiana
Region 7 - Arizona, New Mexico, Texas, and Oklahoma
Region 8- Montana, North Dakota, South Dakota, Minnesota, Wisconsin, Nebraska, Wyoming, Utah, Colorado, and Kansas
Region 9 - California, Nevada, Oregon, Idaho, Washington, Alaska, Hawaii and Canada
1.9 Other Directors
The Board of Directors may create non-voting Board positions as may be required from time to time to represent specific governmental entities to include, but not limited to, a Sheriff, a Police Chief, a Federal Government Representative, and School Administrator Curriculum Development and Educator Liaison Representatives, and a Chaplin.
1.10 Duties and Responsibilities of the Board of Directors and Officers (per Florida Corporation Law)
A. Requirement for and duties of Board of Directors.--All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation. (s. 617.0801 F.S.)
B. Duties of officers.--Each officer has the authority and shall perform the duties set forth in the Bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers (FS 617.0841).
C. Meetings
(1) The board of directors may hold regular or special meetings in or out of the State of Florida or at the principal place of business.
(2) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
(3) Meetings of the board of directors may be called by the by the President, unless otherwise provided in the articles of incorporation or the bylaws.
(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (FS 617.0820)
D. General standards for directors.
(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner he or she reasonably believes to be in the best interests of the corporation.
(2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional or expert competence; or
(c) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section. (F.S. 617.0830)
E. Director conflicts of interest.
(1) No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if: