CATO BYLAWS

CALIFORNIA ASSOCIATION OF TACTICAL OFFICERS
BYLAWS
AND
ORGANIZATIONAL DOCUMENT

ARTICLE I — TITLE

This Association will be known as the California Association of Tactical Officers (CATO).

ARTICLE II — PRINCIPAL OFFICE

The principal office for the transaction of activities and affairs of the Association (“principal office”) is located at P.  O.  Box 1700, Escondido, CA 92033.  The Board of Directors (the “Board”) may change the principal office from one location to another.

ARTICLE III — OBJECTIVE

This Association is a nonprofit public benefit association and is not organized for the private gain of any person.  It is organized under the Nonprofit Public Benefit Association Law for public purposes.  The public purposes are as follows:

  1. To promote friendship and cooperation among those involved in the training and utilization of Special Weapons and Tactics (SWAT) teams in police work.
  2. To improve the technical abilities of SWAT personnel, thereby rendering better service to the community.
  3. To improve the image of SWAT teams to the community in general, through improved public service provided by the safe and expeditious handling of critical incidents within the community.
  4. To aid and assist those law enforcement agencies requesting information concerning the establishment of law enforcement tactical teams within their respective departments.
  5. To act as a clearing house and facilitate the exchange of information concerning philosophy, training, and operations involving law enforcement tactical teams within the State of California.
  6. To provide a unified voice of representation on issues pertaining to the appropriate use of SWAT teams and the well-being of SWAT personnel.

ARTICLE IV — CHARITABLE PURPOSE

This association is organized exclusively for charitable purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.

Notwithstanding any other provision of these Articles, the association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue law) or (b) by any association contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

Upon dissolution of this association, after paying or adequately providing for the debts and obligations of the association, the remaining assets shall be distributed to a non-profit fund, foundation, or corporations which is organized and operated exclusively for charitable, educational, religious, and or scientific purposes and which has established its tax exempt status under section 501 (c) (3) of the Internal Revenue Code.

ARTICLE V — MEMBERSHIP

  1. Full Membership in the Association will be open to any law enforcement officer employed by a governmental agency (including military) who is a current or former member of a SWAT team, K-9 handler, negotiator, gang enforcement team, narcotic enforcement officer or similar assignment.
  2. Associate membership in the Association will be open to persons interested in advancing the Association and its goals, pending the approval of the Board. Persons who do not currently meet the requirements for full membership but who seek the knowledge, skills and abilities to become competitive for such challenging assignments as described previously in section 1 are enthusiastically encouraged to apply.
  3. Corporate membership in the Association will be open to businesses that are interested in advancing the Association and its goals.

Rights and Privileges of Members

  1. Full members may vote, attend all meetings and functions, and be elected to all positions within the Association.
  2. Associate members shall be non-voting members who may attend meetings and functions unless otherwise restricted.
  3. Team membership may be provided to teams whose mission meets the requirements for full membership. Notwithstanding, only those members who have individually joined the Association may vote or be elected to any position within the Association.
  4. Corporate Members shall be non-voting members who may attend meetings and functions unless otherwise restricted and have access to the publications of this Association, as determined by the Board of Directors.

Application of Membership

Any person seeking membership shall complete an application prescribed by the Board of Directors.  Any willful misrepresentation by an applicant shall be grounds for removal from the Association.  Removal shall be by a majority of the Board of Directors.

Termination of Membership

The Board of Directors may take disciplinary action against any member, and any membership may be terminated, for cause by affirmative vote of the majority of the Board of Directors at an open meeting after reasonable notice for which the accused member shall have the opportunity to confront and cross examine witnesses and to refute charges.

A resignation of a member shall be made by letter to the President and shall be effective upon receipt provided that no resignation shall discharge any indebtedness or other obligation due the Association.

Membership Dues

  1. Membership dues shall be the sum fixed by the Board of Directors. Failure to pay dues within sixty (60) days of expiration of membership shall result in removal of membership and all privileges from the Association.
  2. Special assessments may be levied by the Board of Directors and said sum payable within thirty (30) days. No special assessments shall be levied except upon the majority vote of the Board of Directors.
  3. The term of membership shall be from January 1st to December 31st of each year.

ARTICLE VI — OFFICERS AND TERMS OF OFFICE

The Board of Directors shall consist of the following elected officers:  President, Vice President, Treasurer and Secretary.  Directors at Large may, with the advice and consent of the Board of Directors, be appointed by the President.  Directors at Large, although not elected, are members of the Board with all rights and privileges, to include voting.

  1. President

It will be the duty of the President to call and preside at all regular and special meetings.  He[1] will ensure the bylaws and rules and regulations are respected and obeyed.  He will cast the deciding vote in the case of a tie, he will have the power to appoint committees and designate their chairman.  He will appoint Officers Pro Tempore in the event of absence.  He will perform such other duties as are usual and incidental to the office of President

  1. Vice President

The Vice President will actively assist and support the president in his duties, and will be President Pro Tempore in his absence, during which time he will assume all the duties and responsibilities of that office.  He will be expected to attend, with the President, all meetings, etc., to which the President is required to or expected to attend in the interest of and/or on the behalf of the membership of this Association in order that he may be informed of all matters concerning the Association as President.  In the event of a vacancy in the office of President during elective term, he will succeed to that office for the remainder of the unexpired term

It will also be the duty of the Vice President to keep the President informed of the activities of the Association and distribute information concerning the Association on the behalf of the President.

  1. Treasurer

The Treasurer will collect all money due to this Association, giving receipt thereof.  He will keep a suitable set of books of record of same.  He will deposit all monies of this Association in a bank designated by the Board.  He will draw all checks or other obligations authorized by the Board.  His account books, as well as all papers, will be open for inspection and examination by the Board.  He will not lend or invest any of the Association funds except when duly authorized by the Board.  He will distribute a financial report to the Board for each scheduled Board meeting as well as a yearly report at the end of each fiscal year.

  1. Secretary

The Secretary will keep, or cause to be kept, a book of minutes of all meetings and consents to action without a meeting of Directors with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at committee meetings, and the proceedings thereof.  The Secretary will give, or cause to be given, notice of all the meetings of the Board and any committees thereof required by the Bylaws or by law.

The Secretary will make available, within a reasonable time period any minutes from said meetings to the Board of Directors upon request.

  1. Advisors to the Board:

Persons with specialized skills and knowledge may be appointed to the Board by the President, with advice and consent of a majority of the Board.  Advisors are nonvoting members but may attend all regular and special meetings and carry out assignments or tasks as designated by the President.

  1. Directors

A minimum of two directors shall sit on the Board.  To ensure fair representation, at least one director should come from and/or represent the northern and southern portions of the state using the northern borders of San Luis Obispo, Kern and San Bernardino Counties as the dividing line.

With the advice and consent of the Board of Directors, one Regional Representative shall be appointed to represent each of the nine regions within the State of California.

  1. The regions are delimited by county as follows:
    1. Region 1—Butte, Del Norte, Humboldt, Lassen, Modoc, Plumas, Shasta, Siskiyou, Tehama, Trinity
    2. Region 2—Contra Costa, Lake, Marin, Mendocino, Napa, Solano, Sonoma
    3. Region 3—Alpine, Amador, Calaveras, Colusa, El Dorado, Glenn, Mono, Nevada, Placer, Sacramento, San Joaquin, Sierra, Stanislaus, Sutter, Tuolumne, Yolo, Yuba
    4. Region 4—Alameda, Monterey, San Benito, San Mateo, San Francisco, Santa Clara, Santa Cruz
    5. Region 5—Fresno, Inyo, Kern, Kings, Madera, Mariposa, Merced, Tulare
    6. Region 6—San Luis Obispo, Santa Barbara, Ventura
    7. Region 7—Los Angeles, Orange
    8. Region 8—San Bernardino, Riverside
    9. Region 9—Imperial, San Diego
  2. Regional representatives shall be responsible for representing the interests, issues and concerns for CATO members within their particular region.
  3. On behalf of CATO, regional directors may solicit input and/or hold meetings to gain insight and understanding and ensure that the interests of CATO members are known and represented.

The CATO Board shall select one representative at large who shall be designated as the “Director of Training.” This position shall be filled as an appointment of the majority of the CATO Board of Directors and the designee shall become a voting member of the CATO Board of Directors.

With the single noted exception, the Director of Training shall be responsible for all training activities conducted or endorsed by CATO.  The responsibilities include but are not limited to:

  1. Approval of training; to include courses conducted by CATO or under the auspices of CATO by outside training vendors
  2. Selection of courses and students; to include criteria, prerequisites, minimum requirements and admission of students
  3. Conduct of training; to include location, scheduling, safety considerations and instructor qualifications
  4. Documentation and Evaluation of training; to include reimbursements, critiques, certificates of completion, and rosters of attendees and graduates.

Because the annual CATO Conference is a major event of its own and requires a separate conference committee under the direction of the appointed conference coordinator, all training conducted during and/or related to the conference shall be under the supervision of the conference coordinator.

 

 Terms of Office:

For the period January 1, 1998 to December 31, 2001, the Vice President, Treasurer, Secretary and Directors shall be appointed by the President.  Commencing January 1, 2002, terms of office for the President, Vice President, Treasurer, and Secretary shall be two (2) years.

ARTICLE VII — ELECTIONS

  1. Nominations for elected positions will be solicited commencing the release of the summer issue of the CATO Newsletter. Nominations will close no later than one month prior to the annual conference of the election year.
    1. Individuals nominated must be members in good standing and must meet the qualifications set forth in these bylaws.
    2. Nominations must be in writing and include a one page resume of the candidate. All nominations are to be submitted to the Association’s registered office.
    3. Candidate statements of qualification shall appear in the fall issue of the CATO Newsletter, which will include Official Ballots sent to the membership.
  2. In the event no qualified nominations are received, the Board of Directors shall appoint a qualified member to such position for the term of office stated.
  3. The President will appoint a committee of at least two (2) members, not involved in the current election, to count the ballots to attest to the correct total.
  4. A write-in candidate space will be placed on the ballot.
  5. Elections for the President and Secretary shall occur on the even numbered years and elections for the Vice President and Treasurer shall occur on the odd numbered years.

ARTICLE VIII — IMPEACHMENT

  1. Any elected officer may be impeached for any violation of the provisions of the bylaws or for any personal conduct which brings discredit upon the Association or the law enforcement community at large.
  2. Charges for the impeachment of any officer may be initiated by any two (2) members in good standing or a complaint committee appointed by the President, and will be presented in writing before the Board at a regular or special meeting for final action. The Board Member will be given a copy of the charges against him and be notified of the meeting at which his accusation will be reviewed not less than ten (10) days prior to the meeting.  The accused will be given the right to present evidence on his behalf at the meeting.
  3. Upon the order of two-thirds (2/3) of the Board of Directors hearing the charges against the officer, the accused will be removed from office and may never again hold any office in the Association. The same evidence may be used later for suspension or revocation of membership.

ARTICLE IX — MEETINGS

REGULAR MEETINGS

Regular meetings of Regional Directors may be held twice per year as determined by the Board of Directors.  At the discretion of the President or any two Directors, meetings and Association business can be conducted via the Internet and/or by email.

SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, Vice President, Secretary, or by any two Directors.

QUORUM FOR MEETINGS

A quorum shall consist of a majority of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provision of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting shall be a motion to adjourn.

MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President of the Association, or, in his or her absence, by the Vice President of the Association or, in the absence of each of these persons by a Chairperson chosen by a majority of the Directors present at the meeting.  The Secretary of the Association shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of order, insofar as such rules are not inconsistent with or in conflict with these Bylaws, or with provisions of law.

ARTICLE X — BYLAWS

  1. It will be the duty of the Board to codify all proposed amendments, additions and deletions to the Bylaws. All proposed changes must be submitted to the Board in writing.  A majority vote of the Board will confirm adoption.
  2. Only Full Members of this Association will be eligible to propose changes to the Bylaws of this Association.
  3. These initial bylaws will become effective August 1st, 1998, and remain in effect until such changes are made, as outlined in paragraph 1, of this Article.
  4. Pending a complete written revision, any amendments, additions or deletions to the bylaws which are adopted, will be documented in an addendum entitled “Article XIV – Revisions and Amendments.”

ARTICLE XI — ORDER OF BUSINESS

The order of business of the Association will be as follows:

  1. Call of the meeting to order
  2. Reading of the minutes of the prior meeting
  3. Report of the Treasurer
  4. Report of the Committees
  5. Unfinished business
  6. New business
  7. Good of the Association
  8. Adjournment

ARTICLE XII — RULES AND REGULATIONS

Rules and regulations will be established by two-thirds (2/3) vote of the Board.

ARTICLE XIII — RULES OF ORDER

  1. Any member desiring the privilege of the floor will communicate his request and address the chair.
  2. No member will be allowed to speak until properly recognized by the chair.
  3. No question can come before the meeting unless properly moved and recorded and declared upon for discussion by the chair.
  4. Any member may call for ayes or nays on any question which each member present will be required to answer to his name on the roll, unless excused by the chair.
  5. No member will leave the meeting while it is in progress unless permission is given that member by the chair.
  6. A motion to reconsider must come from a member who votes with the majority when the motion to reconsider was taken.
  7. When a point of order is raised by any member, the person having the floor will withhold further comment until the point is decided by the chair when, if proper, he may resume his remarks.
  8. No subject laid on the table will be taken up again during the same meeting unless it was understood when disposed of.
  9. Any member may appeal to the Association from the decision of the chair when the question will be stated thus: “Shall the decision of the chair be sustained?” It will be decided by two thirds (2/3) of the votes cast.

The preceding Bylaws are the organizing document of the CALIFORNIA ASSOCIATION OF TACTICAL OFFICERS.

Article XIV – REVISIONS AND AMENDMENTS

  1. Pursuant to unanimous approval of the Board of Directors on January 6, 2014, the position of “Director of Training” was added to the Board of Directors.
  2. Pursuant to unanimous approval of the Board of Directors on February 4, 2014 the following changes were made:
    1. Various typographical errors and grammar errors were corrected.
    2. Article V—Membership was clarified and expanded, to include the rights and privileges of members.
    3. Article VI—Officers and Terms of Office was clarified and expanded, to include Advisors to the Board and Regional Directors.
    4. Article VII—Elections was clarified and expanded to include which offices were up for election and when.
  3. Pursuant to unanimous approval of the Board of Directors on March 5, 2015 the following changes were made:
    1. Article VI, Directors—New regions outlined and the term “director” was changed to “representative” in several places to clarify the intent of using Regional Representatives.

[1] For simplicity and clarity, the masculine pronoun will be used throughout this document but no further inference should be drawn.