© 2019 by Deny Oesterling

Crisis Negotiators of Oklahoma

By-Laws

Approved 10/10/19

 

201-B West Gray Street

Norman, Oklahoma 73069

 

ARTICLE I

NAME

 

This Corporation shall be known as the Crisis Negotiators of Oklahoma and may be referred to as CNOK.  For the purposes of these by-laws this corporation shall be referred to as CNOK for the remainder of this document. 

 

ARTICLE II

OFFICES

 

The principal office of this corporation is located in Cleveland County, Oklahoma at

201-B West Gray Street Norman, Oklahoma 73069.     

 

The board of directors may change the principle office from one location to another and such change of address shall not be deemed, nor require, an amendment of these by-laws.

 

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. 

 

ARTICLE III

NON-PROFIT PURPOSE AND ORGANIZATION

 

This Corporation shall be comprised of Oklahoma law enforcement officers or other law enforcement personnel having responsibilities of negotiating and/or facilitating negotiations during crisis incidents.  Its purpose is to assist in the sharing of information, training, education, equipment technology updates and techniques of crisis intervention and other similar non-profit purposes. 

 

This Corporation is organized and operated as a non-profit corporation under the laws of the state of Oklahoma for the benefit of Hostage and Crisis Negotiation.  This corporation shall operate strictly within the requirements of section 501 (c) (3) of the Internal Revenue Code.  Any income received shall be applied only to the non-profit purposes and objectives of the corporation and no part of the income shall inure to the benefit of any officer, member, or director of the corporation. Should this corporation ever dissolve, its assets shall be turned over to a similarly organized entity exempt under section 501 (c) (3) of the Internal Revenue Code. 

ARTICLE IV

MEMBERSHIP

 

Each member is charged with the responsibility of assisting the furtherance of CNOK by providing information and intelligence concerning incidents of hostage and/or crisis negotiations. This should include negotiation techniques, equipment information or updates and any other crisis negotiation related information obtained or learned. Each member may also assist in identifying topics for training and instruction along with qualified instructors for these topics to present useful information and/or training to members of CNOK. 

 

Membership Application and Termination

 

Persons making application to or participating as a member of CNOK must demonstrate a significant and ongoing commitment to the successful resolution of crisis and hostage incidents.

 

CNOK members must be associated with federal, state, or local agencies and meet the following criteria:

 

  • Current Law Enforcement Officers

  • Retired Law Enforcement Officers

  • Corrections Personnel

  • Probation and Parole Officers

  • Criminal Justice Support Personnel

 

Each person desiring to be a member of CNOK must complete a yearly membership application.  The board of directors may review each membership application.  A majority vote of the board of directors is required to approve any reviewed applicant for membership in CNOK.  Any member of CNOK may have membership terminated with just cause by a majority vote of the board of directors.   Any member reserves the right to terminate their membership in CNOK at any time with written notice to the board of directors.    Any member terminating membership or having membership terminated shall not receive a refund of any dues, funds or property paid or given to CNOK. 

 

Regular Membership

 

A regular member shall be any Oklahoma resident who is directly associated with a hostage or crisis negotiation unit with any law enforcement agency with in the state of

Oklahoma.  Regular members have voting rights and are eligible to be elected or appointed to any CNOK office.   Regular members shall be required to pay annual dues which will generally coincide with, and be completed with, the annual training conference.  Those persons who are members of CNOK at the time of its incorporation shall be known as charter members. 

 

 

Associate Membership

 

An Associate Membership may be given to persons who have demonstrated exemplary contributions to the field of hostage and/or crisis negotiations.  Persons eligible for this type of membership shall be nominated by an active member of CNOK.  A formal letter must be submitted to the board of directors nominating someone for Associate membership.  Approval requires a majority vote of the board of directors.  Associate members may be elected or appointed to vacant board of directors’ positions and have full voting rights as any CNOK member or board member.  Associate members shall be required to pay any annual dues and initiation fees.    

 

Honorary Membership

 

An Honorary member may be any person who is not directly associated with a hostage or Crisis negotiation unit but demonstrates a dedicated interest in the furtherance of the profession.  Honorary members shall be nominated by an active member of CNOK.  A formal letter must be submitted to the board of directors nominating someone for Honorary membership.  Honorary Members do not have any voting rights and cannot hold any board position.  Honorary members shall not be required to pay annual dues or initiation fees.  

 

Dues and Assessments

 

Membership dues will be established annually by the board of directors.  The board of directors shall be empowered to levy an initiation fee for membership.  The Initiation fee shall be due once membership has been accepted.  Annual dues for active members shall be due when membership is applied for during registration for the annual conference.  Membership goes into effect April 1st and ends March 31st of each year.  Members joining throughout the year will only receive membership privileges through the end of the year from the time their membership is accepted.  Dues will not be pro-rated for membership. 

 

Any member delinquent in payment of dues for a period of forty-five days shall forfeit all rights, privileges, and benefits accorded to all members in good standing.  After sixty days have passed and payment of dues have not been received, the delinquent member shall be dropped without notice.  Any member shall be reinstated and restored to good standing once all delinquent payments have been made and the payment of all dues for the whole year in which the reinstatement is made. 

 

Ethical Conduct

 

Each individual member shall, at all times, conduct himself or herself with integrity, and in a manor to reflect credit upon the profession of law enforcement and this corporation known as the Crisis Negotiators Of Oklahoma (CNOK).

Training

 

Law Enforcement officers currently employed with a Law Enforcement agency may attend CNOK provided training courses.   All persons attending an approved CNOK training course may be required to pay an admission fee to attend the course.  Course admission fees will be determined by the board of directors, and may vary in cost depending on the course.  Persons who do not hold a CNOK membership may be required to pay a higher admission fee to attend the CNOK provided training courses. 

 

ARTICLE V

BOARD OF DIRECTORS

 

The offices of the Board of Directors of this corporation shall be:

  1. President

  2. Vice President

  3. Second Vice President

  4. Secretary

  5. Treasurer

  1. Public Relations Director

  2. Region I Director

  3. Region II Director

  4. Region III Director

  5. Region IV Director

  6. Region V Director

 

The chain of command for the board of directors is the same as listed above.  The board of directors shall have the authority to appoint members to fill vacancies in any of the elected offices should any elected office holder be unable to serve the full term of office.  In the absence of the President at scheduled meetings, the next board member in the chain of command shall preside at the meetings.  In the event the office of President is vacated for any reason, the next board member in the chain of command shall become interim president.

 

The board of directors of CNOK shall consist of no more than twelve elected or appointed persons.  The board shall be elected by vote of the general membership every two years.  Their term in office shall be for two years from May 1st to April 30th of the second year, or until their successors are elected. The board may appoint additional persons as non-voting members who will act in an advisory capacity.  Nothing herein contained will require the board to accept the advice of such advisers

 

The board of directors shall have control and management of this corporation’s activities, finances, disbursements, policies, disciplining of members, removing of directors, and generally supervise the affairs of the corporation.  No purchases or expenses over $5000.00 may be incurred without the approval of the CNOK membership.  The President shall have the authority to authorize funds up to $500.00 without the board of directors’ approval.  Any funds or expenses over $500.00 and not more than $5000.00 shall require the board of directors’ approval.  Any violations that result in CNOK being liable for unauthorized purchases or expenses will require reimbursement to CNOK by the person(s) committing the violation unless the purchase is subsequently ratified by the board of directors.

 

The board of directors shall customarily meet as needed on a date fixed at the previous meeting of the board.  In the event of a change of a day or place normally used for such meetings the Secretary or President shall notify all directors of such change.  Meetings should be planned to last no longer than necessary.  Any business conducted by the board requires a majority vote of those present for approval.  A director may be removed from office if a resolution to that effect is duly presented at any meeting of the board of directors.  The resolution is subject to discussion by the board of directors present and must be approved by at least two thirds of the total directors in office and present at the meeting reviewing the resolution.  Directors shall not be allowed to vote on by proxy. 

 

President

 

The president shall serve as the chief executive officer of the corporation. The President shall preside at all meetings, be ex-officio member of all committees, and exercise general supervision over the affairs of the corporation.  The president shall perform such other duties as are ordinarily incumbent upon a President.  The President does not vote on issues brought forward by the board except to break a tie. 

 

Vice President

 

The Vice President shall serve on committees appointed or created.  The Vice President shall assume the duties of President in their absence.  The Vice President shall serve as a point of contact for membership relations.  He or she shall be responsible for any other duty associated with CNOK membership.  He or she shall also be responsible for other jobs or duties assigned by the President. 

 

Second Vice President

 

The Second Vice President shall be responsible for keeping up and maintaining training and assist with training needs when needed.   He or she shall assist with training topics, scheduling of training and other logistics associated with any event or meeting that training will be presented.  He or she shall work with the Regional Directors and address needs or requests made Regional Directors.  He or she shall assume the duties of the President when the President and Vice President are absent.  The Second Vice President shall also be responsible for other duties assigned by the President. 

 

Secretary

 

The secretary shall keep and maintain all records and minutes of the corporation, send out notices of meetings, and generally perform such duties as are incumbent upon a secretary.  The Secretary shall receive direction from the Board of Directors, and shall perform those duties assigned by the Board Of Directors deemed necessary for the benefit of the corporation. 

 

Treasurer

 

The Treasurer shall have custody of funds of the corporation which he or she shall promptly deposit in the depository approved by the Board of Directors.  The Treasurer shall disburse funds to meet authorized obligations of the corporation, make and submit regular financial statements in the form, manner and frequency required by the Board of Directors.  The Treasurer shall prepare the annual form 990 required by the Internal Revenue Service and perform such duties as are incumbent upon a Treasurer.  The Treasurer shall be bonded. 

 

Public Relations Director

 

Public Relations Director duties and responsibilities shall be related to maintaining general public relations and may include acting as spokesman for the corporation.   He or she may be responsible for creating art work and or graphics for CNOK.  These duties may include design work, technical needs, website design and any thing related to CNOK’s appearance and perception by the public.  He or she shall help with meetings, training and or conference set up and preparation.  He or she shall also be responsible for maintaining CNOK history.

 

Regional Directors

 

The Regional Directors shall be responsible for the CNOK members in their region as defined by the board of directors.  Each year, they are responsible for offering, promoting, or scheduling a training session for CNOK members in their region. The training courses may be CLEET approved and shall cover issues and/or training needs that are related to hostage or crisis negotiations.  All training outlines must be submitted to the board of directors for approval prior to being submitted to CLEET for approval. 

 

Advisors

 

CNOK advisors shall be active CNOK members who are appointed to the board of directors and who will act in an advisory capacity.  Their term of appointment will be one year at a time from the date appointed.  Any advisor appointment can be extended by the board of directors and may also be terminated without cause.  The board of directors are not required to maintain a fixed number of Advisors.  Advisors shall not be authorized to vote on issues called to a vote by the board of directors. 

ARTICLE VI

ELECTION PROCEDURES

 

The election process shall begin as part of the annual yearly meeting/conference every even numbered year.   Nominations for CNOK board members shall be made in writing to the board of directors and signed by the nominee and the member making the nomination.  The nomination period shall be between September 1st and seven days prior to the conference.  The nominations may be mailed, emailed, or hand delivered to the Board of Directors during the nomination period.  Each CNOK member at the annual conference of the year shall be given a secret ballot containing all nominees and the offices to be served. 

 

All ballots must be given to the Board of Directors by the end of the day at the meeting/conference that elections are being held.  The Board of Directors shall count all ballots and report the election results prior to the meeting/conference adjournment.  In the event that any two nominees for any office receives the same number of votes, the board of directors will break the tie.  The board of directors shall hold a special meeting for the purpose of breaking the tie for such nominees with the same number of votes.  The special meeting for the election tie breaker shall be conducted by the end of the meeting/conference.  All members elected shall assume office on date of the election and shall serve until April 30th of the next even numbered year. 

 

ARTICLE VII

BOARD MEETINGS

 

1.  Regular board meetings of CNOK may be held once each quarter during each calendar year.  Board meetings may be held in various regions of the state and may be held at host agencies or any other suitable location selected by the board of directors.  Meetings may be conducted by teleconference, video-conference or in person.  All regular scheduled board meetings are not required to be open to the general membership.  Board meeting times and locations may be posted on the CNOK web site.  The board of directors shall have a quorum at each meeting in order to vote on any issue requiring attention.  A quorum for the board of directors shall be a majority of the current elected board members. 

 

2.  The board of directors shall hold a minimum of one annual statewide meeting which shall be open to all CNOK members.  The dates and locations of the annual meeting shall be determined by the board of directors, and may include an open forum for the general membership.  The board of directors shall determine when to schedule the annual meeting.  The regular meeting of each year will generally be scheduled during the annual meeting/conference.   

 

3.  The President may call a special meeting of the board of directors in the event of an emergency to transact non-regular business.  Notice of such special meeting may be made in person, telephone, mail, email or other approved means.  The President must allow at least forty-eight hours advance notice of such special meeting for all board members. 

All regular meetings may include some type of training for the membership in attendance.  Training may include but is not limited to, a guest speaker who is an expert in the field of crisis and/or hostage negotiations, role playing exercises, review of techniques, equipment and or a speaker from the mental health profession.   Various departments within any CNOK region may sponsor a regular meeting.  All meetings shall be advertised to all members as early as possible and posted on the website calendar, and/or Facebook.  A Quorum at a regularly scheduled meeting shall consist of two thirds vote of the board of directors and members in good standing in attendance.  A member in good standing shall be one who is paid up on any required dues and any member that has not been banned from CNOK or disciplined by the board of directors. 

 

Regular scheduled meetings official order of business

  1. Call to order                 4. Roll call of officers      7.  New business

  2. Prayer                           5. Officer reports              8. Good of the corporation

  3. Pledge of allegiance     6. Old business                 9. Adjournment

 

*Roberts Rules of Order shall be used to maintain order during meetings*

 

ARTICLE VIII

POLLING MEMBERSHIP

 

CNOK membership may be polled or balloted about various issues in regards to the management and needs of the corporation.  The board of directors shall ballot the membership by any reasonable means available.  This may include secret ballots distributed to all members either by mail or electronic email.  The board of directors shall decide for each issue or polling event how the membership shall be balloted.  The preferred polling method should be secret ballots distributed to each member.   

 

ARTICLE IX

REGIONS

 

CNOK shall be divided into five separate regions.  The board of directors shall set each regional boundary.  The board of directors may change the regional boundaries at any time in the best interest of CNOK and each region. 

 

ARTICLE X

FISCAL YEAR

 

 

The fiscal year of the corporation shall be from January 1 to December 31. 

 

ARTICLE XI

BUDGET

 

The President shall prepare a budget for each up coming year and present it to the board of directors.  The President shall present this budget at the last available board meeting of the year prior to the up coming budget year.    The board of directors shall make any necessary changes and approve a budget for the next fiscal year.  Amendments may be made to the budget from time to time at any regular or emergency meeting of the board of directors.  The board of directors shall have authority to determine the banking institution to be used for all CNOK funds.  The board of directors shall have the authority to manage CNOK funds as deemed necessary for the benefit of the corporation.  The board of directors shall have the authority to authorize funds up to $5000.00 without a vote of the CNOK membership for any needs that shall be necessary in managing the corporation.  Any amounts that will exceed $5000.00 shall be required to be subject to a vote of the CNOK membership, and require a majority vote for approval. 

 

ARTICLE XII

DISSOLUTION OF CORPORATION

 

Notwithstanding any other provisions of these articles, the corporation shall not carry any other activities not permitted to carry out on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by any corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986. 

 

Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to the state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed by the court of common pleas of the county in which the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. 

 

ARTICLE XIII

AMENDMENTS

 

Any amendments to these by-laws may be adopted by at least two-thirds of the total membership present at any meeting.  Notice of any proposed amendment and the date of such meeting to present the proposed amendment shall have been given to the entire membership at least two weeks prior thereto. Notice may be given in person, telephone, mail, email, or other approved means.  Any member of CNOK may submit an amendment request in writing to the board of directors.