AMENDED BYLAWS
OF
DALLAS CRIME WATCH EXECUTIVE BOARD


ARTICLE I.
CWEB PURPOSES

The purposes of Dallas Crime Watch Executive Board (referred to herein as a CWEB@) are set forth in the Articles of Incorporation of CWEB.

ARTICLE II.
MISSION STATEMENT

CWEB is a facilitating committee of crime watch volunteers whose primary purposes are: (a) to support and encourage a safe community in which individuals, families, and businesses thrive; (b) to maximize the effectiveness of crime prevention efforts by providing support, education, unification, and expansion thereof; and (c) to act as a liaison between members of the community and the police department.

ARTICLE III.
OFFICES AND RECORDS

1. Known Place of Business. The known place of business of CWEB shall be in Dallas, Texas, at a place designated by its Board of Directors.

2. Records. The Secretary shall provide a copy of all agendas, minutes, supporting documentation, and reports to the Dallas Police Department Director who will maintain a permanent file of all Board activities. This file shall be made available to any Director or Alternate upon request.


ARTICLE IV.
BOARD OF DIRECTORS

1. Classes of Directors

a. Directors. The Board shall consist of ten Directors as follows:

1. Seven Directors shall be citizen representatives elected by a majority vote of their divisional crime watch chairpersons.

2. One Director shall be a representative of the apartment communities, elected or appointed by the Apartment Association of Greater Dallas.

3. One Director shall be selected from nominations by business crime watches in the City of Dallas and from nominations from the Dallas Chamber of Commerce.

4. One Director shall be a representative of the Dallas Police Department appointed by the Chief of Police.

The number of citizen Directors shall be adjusted accordingly if the number of Dallas Police Department Operations Divisions should change. These ten representatives are hereinafter referred to as "Directors.”

b. Alternate Directors. Each Director may select an Alternate or a primary and secondary Alternate to serve on the Board in the absence of the Director, to assist the Director with his or her Board duties, and to complete the term of the Director should the Director be unable or unwilling to complete his or her term. An Alternate who becomes a Director in mid-term may select another qualified crime watch chairperson to complete the term of the Alternate. If the Director does not select an Alternate, the Divisional Chief shall appoint an Alternate after consultation with the Director and a review of qualified persons.

2. Qualifications. Citizen Directors and Alternates shall be current or former crime watch chairpersons with at least one year of volunteer crime watch experience in the City of Dallas and must also reside in the City of Dallas. Candidates for the position of Citizen Director will have no criminal record (no felony convictions and/or class A or B misdemeanors) and will execute a waiver indicating that their name and contact information can be distributed to other Crime Watch Chairpersons both during the election process and after their election. In the performance of their duties, Citizen Directors must be willing to be publicly identified as representatives of their Division and as members of CWEB, and have a current background application on file with the Dallas Police Department. The Dallas Police Department Director shall be a sworn officer of the rank of Sergeant or above.

3. Term. The term of each Director and Alternate shall be for two years. The term shall begin on April 1 of the year in which he or she is elected or appointed until March 31 of the second year. Directors and Alternates may serve more than one term, but no more than three consecutive two-year terms. Any terms of less than two-years served by any Director or Alternate shall be disregarded; and said Director or Alternate shall then become eligible to serve more than one term but no more than three consecutive two-year terms.

4. Rights. Each Director is eligible to serve as an officer or on any committee of the Board, to vote on matters as provided by these Bylaws, and to attend any functions of the Board.

5. Restrictions. No Director or Alternate may use, or permit the use of, the name of the Board or any information obtained through membership on the Board for commercial, political, or any other purpose inconsistent with these Bylaws. If at any time a Director has a conflict of interest, a monetary interest, or any perceived conflict, the Director or Alternate shall recuse himself or herself from participating in that decision.

6. Compensation. No Director or Alternate shall receive any compensation for serving on the Board. Ordinary and necessary expenses incurred related to the business of the Board may be reimbursed if funding is available and if approved by a majority of the Directors prior to incurring such expenses.

7. Voting. Each of the ten Directors shall be entitled to one vote on any matters submitted to a vote of the Board. In the absence of a Director, one Alternate for that position shall be entitled to one vote. If both Alternates are in attendance, only the primary Alternate shall vote. All matters voted upon shall be decided by a simple majority of those voting, except the amendment of these Bylaws or removal of a Director or Alternate, which shall require a two-thirds majority of all Directors.

8. Removal. Any Director or Alternate may be removed, with or without cause, by two-thirds vote by ballot, at a regular or special meeting of the Board. If a Director is removed or is unable to complete his or her term for any other reason, the primary Alternate for that Director will serve out the remainder of the term of the removed Director. If neither the Director or either Alternate is able or willing to serve the complete term, the Division Chief, at his or her discretion, may call another election of the chairpersons or may appoint a chairperson to complete the term.


ARTICLE V.
MEETING OF DIRECTORS

1. Regular Meetings. Regular Board meetings shall be held monthly or as frequently as determined necessary by a majority of the Directors. At a minimum, Board meetings will be held quarterly. Attendance at all meetings of the Board shall be mandatory. Only the Chairperson may excuse a Director from attendance. The Secretary shall maintain a record of all absences. Each Director shall participate regularly and shall ensure that his or her Alternate will attend in the Director’s absence. If any Director or Alternate is absent for more than two meetings, the Board may, at its discretion, vote to remove this Director or Alternate from the Board.

2. Semi-annual Report. The Board shall provide the Chief of Police with a Progress Report of Board activities on a semi-annual basis in August and February of each year.

3. Special Meetings. Special meetings of the Directors, for any purpose, may be called at any time by the Chairperson and not less than three Directors. The purpose of the meeting should be stated in the call, and no other business may be transacted at that special meeting.

4. Meeting Procedures. Meeting procedures as defined in Exhibit A shall be followed for regular and special meetings. The procedures in Exhibit A may be amended from time to time as decided by a simple majority of the Directors in attendance, as long as those in attendance constitute a quorum.

5. Quorum. Attendance by six Directors or their Alternate shall constitute a quorum for the transaction of business at any monthly or special meeting. A quorum is required to transact business and make decisions for the Board. If a quorum is not present at any meeting, a majority of the votes present may adjourn the meeting.

6. Action Without a Meeting. Any action which may be taken at a meeting may be taken without a meeting if a consent verbally or in writing, setting forth the action so taken, shall be agreed to by a majority of all of the Directors.

ARTICLE VI.
ELECTION OF DIRECTORS

1. Timetable. The Dallas Police Department (DPD) Director shall be responsible for ensuring that each Divisional Chief is notified of the election procedures and timetable each year that an election is to be held in their division and for following up to ensure that proper and complete notice as set forth below is given to all chairpersons. The meeting must be held with those in attendance being the Crime Watch Chairpersons and Alternates who are entitled to vote. The following timetable shall be prescribed:

a. No Later than January 1 - The DPD's Inter Community Policing Support Unit shall send a notification letter to the appropriate Divisional Chiefs with the prescribed timetable.

b. No Later than March 1 – Those Divisional Chiefs with elections shall send letters announcing the election date and location of the place the election will be held to all crime watch Chairpersons in that division. The letter will include an overview of CWEB, a description of the duties and responsibilities of the representative, and a request for nominations from the Chairpersons.

c. March 1 - 15 - Nominations by the Chairpersons shall be compiled by the Divisional Chief or his or her designee. Chairpersons may nominate themselves or other Chairpersons. The Chief’s designee shall be responsible to contact each nominee prior to the election date to ensure that he or she is qualified and willing to serve on the Board. Qualifications of each designee will be reviewed prior to the election by one Board member appointed by the CWEB Chairperson.

d. March 15 - 25 - Divisional elections shall be held at a crime watch Chairpersons meeting in accordance with DPD standard operating procedures. Each area crime watch Chairperson or his or her alternate shall be entitled to one vote at the meeting. Votes will be cast for the qualified nominees in writing and will be counted in the presence of ICP police personnel and by at least one Board member or Alternate. Voting by e-mail or any other method than in person is not allowed. E-mail may be used as a means of announcing the elections. In the event of a tie, Chairpersons shall be asked to recast their votes for the top two candidates. The newly elected representative shall be announced at the meeting after a count of the ballots. The representative may then select one or two qualified Alternates, whose name(s) shall be announced prior to March 27. If the Director does not select an Alternate, the Divisional Chief shall appoint an Alternate and announce the name prior to March 27.

e. March 15 - 25 - In the event that no crime watch chairpersons are nominated, the Divisional Chief may appoint a willing and qualified Chairperson to assume the role of representative for that Division.

f. No later than March 27 - Each Divisional Chief shall notify the Inter Community Policing Support Unit of that Division's Representative and Alternate(s) names, addresses, and telephone numbers.

2. Divisional Election Years. In order to ensure a smooth transition of business from one Director election year to the next and to preclude the total Board membership from turning over in one year, Divisional elections shall be held in accordance with the following schedule.

a. Years ending in an odd number – Northeast, Central, Southwest Divisions and Apartment Director.

b. Years ending in an even number – Northwest, North Central, Southeast Divisions, Southeast, and the Business Director.

ARTICLE VII.
OFFICERS

1. Chairperson. The Chairperson shall serve as spokesperson for the Board, coordinate the affairs of the Board, and administer the policies of the Board as provided in these Bylaws and determined by the vote of the Directors. The duties of the Chairperson are to preside at all meetings, ensure that adequate notice of meetings is provided to all Directors, prepare the meeting agendas, distribute the agendas and minutes to all Directors, and ensure fair and equitable treatment of all Directors. The Chairperson shall be elected by a majority vote of the Directors at the April meeting and shall hold office until March 31 of the following year.

2. Secretary. The Secretary shall be responsible for keeping a roster of Directors and minutes of all meetings of the Board. The Secretary shall assist the Chairperson in the duties of that office, assume the duties of Chairperson in the absence of the elected Chairperson, and perform such other duties as the majority of the Board may prescribe. The Secretary shall be elected by a majority vote of the Directors at the April meeting of each beginning of a term year, unless no Director is willing to serve as Secretary. If no Director accepts nomination as Secretary, the position will be a rotating office filled for a two-month period as determined by a random drawing of Directors’ names.

3. Treasurer. A Treasurer may be elected by a majority vote of the Directors at any time that the Board has funds. The Treasurer shall have custody of the Board's funds, pay bills within approved budgets, keep an accurate record of all receipts and expenditures, prepare a final financial report to be given at the March Board meeting. The Treasurer shall perform such other duties as the Board may prescribe.

4. Liaisons. A majority of the Directors, at their discretion, may appoint Directors or Alternates to serve as liaisons between the Board and the DPD, other crime prevention organizations, or any other organizations with which the Board has dealings.

ARTICLE VIII.
COMMITTEES

1. Permanent and Temporary Committees. The Board may from time to time appoint such committees as it deems necessary or convenient to perform specific activities of the Board. Committees may consist of Directors or any persons appointed by Directors and approved by the Board. Each committee may select a person to chair that committee. The Board Chairperson shall be an ex-officio member of each committee.

2. Meetings of Committees. Committees shall meet as often as necessary to carry out their duties effectively. Such meetings shall be called and chaired by the Chairperson of the committee. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board, and will be held accountable to the Board for its actions.

3. Reports by Committees. The Chairperson of each committee shall report regularly to the Board concerning activities of that committee.



ARTICLE IX.
BANK AUTHORITY

1. Treasurer’s Authority. The Board of Directors may from time to time authorize and empower the Treasurer or any other officer of CWEB on behalf of CWEB, to open and make withdrawals from and deposits to banking or checking accounts in any and all banks and financial institutions; to rent and have access to safe deposit boxes; and to open and maintain escrow, custody, safekeeping and agency deposits or accounts.

2. Handling of Accounts. Any banking account or checking account opened and established for and on behalf of CWEB, as provided in Section 1 of this Article IX, shall be maintained and handled under the conditions, rules and regulations prescribed by the bank or financial institution in which the same may be maintained, subject also to such limitations and restrictions, if any, as the Board of Directors may from time to time impose.

3. Deposits. Any funds of CWEB represented by checks, drafts, notes, or other evidences of payment or of debt may be endorsed for credit and deposited in any of its said banking or checking accounts by written or stamped endorsement of CWEB, without designation of the Officer or agent making the endorsement, unless the Board of Directors, the Chairperson, or the Treasurer of CWEB shall otherwise direct by notice in writing to the particular bank or financial institution involved.


4. Documentation. The Chairperson, the Secretary, or the Treasurer of CWEB, for and in its behalf, shall be fully authorized and empowered to prepare, certify, and deliver copies of these Bylaws, and of any and all resolutions of the Board of Directors relating to or affecting the provisions of these Bylaws, and shall be authorized to certify whether or not any such resolutions have been adopted by the Board of Directors. Any bank or financial institution shall be fully warranted and protected in relying upon any certification and upon any instrument of appointment, notice or advice signed by anyone of said Officers, pursuant to the provisions of these Bylaws.

5. Certification of Authority. The Officers empowered to act pursuant to the provisions of these Bylaws shall be those in office from time to time; and any certification, instrument of appointment, notice or advice signed by anyone of said Officers, at the time certified to be in office, shall continue to remain in full force and effect, notwithstanding the expiration of his/her term of office, unless and until the bank or financial institution relying on the same shall have actually received written notice to the contrary.

ARTICLE X.
FUND RAISING

The Board has the right and ability to raise funds by any lawful method it sees proper and justified. The method must be approved by a majority vote of the Directors present. Funds may be raised for crime watch or police related projects or for Board operating expenses. Directors may accept on behalf of the Board any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Board.

ARTICLE XI.
AMENDMENT OF BYLAWS

These Bylaws may be altered, amended, or repealed at any Board meeting by the affirmative vote of at least two-thirds of all Directors present.

Approved by the Directors on ¬¬¬¬¬¬¬¬¬¬______________, 2007.
____________________________
Doug Woodham, Chairperson




EXHIBIT A
MEETING PROCEDURES

1. Regular meetings shall be set at 7 p.m. on the second Tuesday of each month, unless an alternate date is agreed to by a majority of the Directors present at the previous meeting. Meeting duration will be limited to two hours with a 10-minute break at the end of the first hour.

2. Parliamentary procedure shall be followed as defined in Merriam Webster's Rules of Order. Discussion time shall be defined and limited by motion when a topic is called.

3. The Chairperson shall prepare a meeting notice and preliminary agenda. These documents, along with the minutes of the previous meeting and copies of any proposed discussion items shall be distributed to all Directors and Alternates 10 days prior to all regular monthly meetings or 5 days prior to any special meetings.

4. Directors may provide any proposed additional agenda items with sufficient copies of discussion items to the Chairperson no later than 5 days prior to the meeting. If any new items are added to the preliminary agenda, the Chairperson shall prepare a final agenda, and provide it along with copies of any new discussion items to Directors at the meeting.

5. The Secretary shall prepare minutes and provide sufficient copies to the Chairperson within 10 days after the meeting. The Secretary shall provide an updated Roster to all Directors and Alternates at the next meeting following any changes to the Roster.

6. Directors shall prepare for the meeting by reading the agenda and other materials provided prior to the meeting and shall bring such documents with them to the meeting. If Directors will be unable to attend the meeting, Directors shall provide copies of documents to their Alternates.

7. Alternates attending a meeting in place of the Directors shall inform the Directors of all meeting discussions and votes and shall provide copies of all documents to the Directors. Directors are responsible for keeping their Alternates informed by relaying information about meetings and Board activities, and providing copies of printed materials as necessary.

8. Alternates are encouraged to attend all Board meetings.

9. Directors may invite guests to attend Board meetings when agreed to in advance by the Chairperson.