RESTATED BYLAWS OF THE COLORADO SPRINGS POLICE PROTECTIVE ASSOCIATION, INC.
(Amended and Restated effective January 19, 2024)
Section 1: This organization shall be known as the Colorado Springs Police Protective Association, Inc.
Section 2: MISSION STATEMENT
The Colorado Springs Police Protective Association represents sworn and civilian employees and retirees of the Colorado Springs Police Department. The CSPPA protects members’ constitutional rights, interests, and safety as they relate to the profession of law enforcement and facilitates an environment of camaraderie and community.
Section 3: The principal office of the Association shall be in Colorado Springs, Colorado. The Association may have other offices as the Association’s Board of Directors designate.
Section 4: The registered office of the Association as required by the Colorado Nonprofit Corporation Act is to be maintained in Colorado.
Section 1: The Association shall have four classes of membership: Active, Retiree, Limited Retiree, and Associate.
Section 1A: Dues shall be payable to the Association via payroll deduction. Retired members may pay their annual dues and any added premiums by cash, check, or credit card prior to January 31 of each year, or monthly via their FPPA disbursement.
Section 2: To become an Active Member, a person must be a paid sworn officer of the Colorado Springs Police Department or a civilian employee of the Colorado Springs Police Department. Any person meeting these prerequisites shall, upon application and establishment of dues payments, become an Active Member of this Association.
Section 3: Any Active Member of this Association whose regular membership dues become more than sixty (60) days past due shall lose voting rights in the affairs of the Association. If balance becomes ninety (90) days past due, within ten (10) days the member must show cause to the Board of Directors as to why their membership should not be terminated. Termination is at the discretion of the Board.
Section 4: Retiree members shall consist of persons who have been members of the CSPPA in good standing for 10 years and are retired from sworn or civilian service with CSPD. Such sworn retirees may receive a CSPPA retiree badge.
Section 4A: As of January 1, 2021, sworn and civilian persons who have been members of the CSPPA in good standing for a minimum of five consecutive years, and who have separated from CSPD in good standing after a minimum five consecutive years of employment, are eligible for a limited retiree membership. Limited retiree membership shall include free notary service and access to the CSPPA maintained Federal Firearms License (FFL). (Approved 04/01/2021)
Section 5: Deleted.
Section 6: Associate members shall consist of full-time CSPD police recruits. Any person meeting this prerequisite shall, upon application, become an Associate Member. Dues shall be collected commencing with the first paycheck following graduation from the Academy. At such time, Associate members will automatically become Active members of this Association and be accorded full benefits.
As an Associate member, benefits shall include free notary service for members and their families at the CSPPA Office; discounts on life, accident, automobile, cancer, renters and homeowners’ insurance through payroll deductions; 24/7 use of the CSPPA gym located in the basement of the Municipal Court on Kiowa between Nevada and Weber (224 E. Kiowa); access to the CSPPA maintained Federal Firearms License (FFL); and admission to CSPPA member events.
Section 7: Deleted.
Section 8: The annual meeting of the members shall be held on a day, time and place determined by the Association’s Board of Directors.
Section 9: Special meetings of the members, unless otherwise prescribed by statute, may be called by the President of the Association, or by request to the President of the Association by at least two members of the Board of Directors, or by at least one-tenth (1/10) of the Active Membership.
Section 10: Deleted
Section 11: Written notice stating the place, day and time of the meeting of members and, in case of a special meeting, the purpose for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered to each member of record entitled to vote at such meetings.
Section 12: Each Active Member of the Association shall have one vote in the affairs of the Association. Such vote shall be cast in person at any open meeting of the Association, or via electronic ballot as the Association’s Board of Directors may direct.
Section 13: Voting shall be by a show of hands, voice vote, or electronic ballot, unless a member requests a secret ballot or a secret ballot is deemed appropriate by the Association’s Board of Directors.
Section 14: Associate Members and Retiree Members of the Association shall not vote in the affairs of the Association, nor shall they be eligible to be elected. Retirees may have a representative appointed to a position on the Board of Directors.
Section 15: Except as otherwise expressly provided in these By-laws or as otherwise required by Colorado law, a simple majority of the Active Membership voting shall decide all elections of the Association. Where more than two (2) persons are seeking an office of the Association or at-large seat, in the case of a tie, the board shall select a winner from the 2 candidates.
Section 16: All meetings of the active membership shall be conducted according to the previsions of Robert’s Rules of Order.
Section 17: No member, unless expressly given authority from the Board of Directors, shall represent the Association or present themselves as speaking on behalf of the Association in any affairs or events.
Section 1: The business and affairs of the Association shall be managed by its Board of Directors, except as otherwise provided in the Colorado Nonprofit Corporation Act, the articles of incorporation, or these bylaws. The Board of Directors shall consist of the elected and appointed officers of the Association, which comprises the Executive Committee (President, Vice-President, Secretary, Treasurer, and Sergeant-at-Arms) and At-Large Board Members.
Section 2: Any active member in good standing is eligible to run for, or in the case of mid-term vacancy, be appointed to any elected position on the Association's Board of Directors, except for Executive Committee positions. To be a candidate for President, you must first serve as sworn-at-large for a minimum of one (1) year and then serve on the Executive Committee in any capacity. To be a candidate for vice president, treasurer, secretary, or sergeant-at-arms, you must be a current member of the Board of Directors and have served a minimum of one (1) year.
The number of directors of the Association shall be set by the Association’s board of directors and shall range from ten (10) to twenty (20). All must be residents of Colorado and Active Members of the Association in good standing.
One representative for retirees may be appointed by the Board of Directors and may be subject to term limits. When an appropriate retiree candidate is not available, this seat may be filled by an additional sworn or civilian representative.
The retiree representative shall have the same voting powers as the other At-Large Directors. If no retiree is appointed to this position the Executive Committee may allow the position to be filled by an additional sworn or civilian representative.
Section 3: Regular meetings of the Association’s Board of Directors shall be held monthly.
Section 4: Special meetings of the Association’s Board of Directors may be held at the request of the President or any two Directors.
Section 5: Notice of each regular meeting of the Association’s Board of Directors stating the place, day and hour of the meeting shall be given to each Director.
Section 6: Deleted
Section 7: A majority of the Directors shall constitute a voting quorum for the transaction of business at any meeting of the Board of Directors. Directors may vote in person or, if arranged in advance, electronically.
Section 8: Deleted.
Section 9: The Association’s Board of Directors shall have the authority to set and approve policies and procedures for the Association.
Section 9A: Any action taken by the Board may be reviewed by the general membership for purposes of support or alteration by presenting a written petition to the President, signed by at least ten (10) percent of Active Members.
Section 10: Any Director may resign at any time by giving written notice to the Association’s Board of Directors. Resignation shall take effect at the time specified in the notice, the acceptance of which shall not be necessary to make it effective.
All Directors shall be removable in the manner provided by the statutes of Colorado.
Any Director shall be deemed to have resigned as a Director of the Association upon the failure to attend three (3) consecutive Board meetings without an excuse. In addition, any Director may be removed from the Board of Directors at any time if (a) said Director misses three (3) Association Board of Directors meetings in a one-year period, and (b) if a majority vote of the remaining Directors approves such removal.
If a seat is vacated for any reason, the vacancy may be filled for the remainder of the term by a vote of the Board of Directors. Candidates may be solicited by the existing Directors or their appointee and must be approved by either a majority vote of the Board of Directors or Executive Board.
Additionally, a Director shall be temporarily or permanently removed from the Association’s Board of Directors for the following reasons:
Section 1: The Officers and Directors of the Association shall be elected by members prior to the expiration of each year’s term. Elected officers shall be President, Vice-president, Secretary, Treasurer, and Sergeant-At-Arms/Compliance Officer.
Section 2: Terms for all the Directors shall be two calendar years. The terms for the President, the Treasurer, and the Sergeant-At-Arms shall be staggered with the terms for Vice-President and Secretary. Likewise, half of the At-Large members will run on even years and the other half on odd-numbered years.
Section 3: No member of the Board of Directors may be elected to more than one (1) office at any time. An Officer or Director who runs for another position during their term shall vacate their original position to do so, thereby giving up that seat. If the Officer or Director is not elected to a new position, they may seek appointment by a vote of the Association’s Board of Directors to regain their original position until that term expires. Alternative appointees may also be considered.
Section 1: The President shall be the principal Executive Officer of the Association, shall supervise all business and affairs of the Association, and preside at all meetings of the Association and the Executive Committee. The President may enter, or execute on behalf of the Association, any deed, mortgage, bond, contract, or other instrument which has been duly authorized by the Board of Directors. The President shall perform all duties of the office of President consistent with these bylaws.
Section 2: The Vice-President shall perform all duties and have all powers of the President when the President is absent or otherwise unable to act or perform the President’s duties. When acting as such, the Vice-President shall be subject to all restrictions ordinarily placed upon the President. The Vice President will assure that there is an association representative at all sworn member retirement ceremonies for presentation of the retiree badge. The Vice-President shall also perform such other duties as the President shall direct.
Section 3: The Treasurer, or designee, shall (a) have charge and custody of, and be responsible for, all funds and securities of the Association; (b) receive and give receipts for monies due and payable to the Association, and shall deposit all such monies in such banks, trust companies or other depositories as deemed appropriate; (c) keep all books and accounts for the Association; (d) provide to the Executive Committee of the Association a financial condition statement each month; and (f) in the absence of the Vice-President, perform such other duties as the President shall direct.
Section 4: The Secretary or designee shall be responsible for the minutes of the monthly meetings, see that all notices are given as provided for by these By-laws or by law, read all minutes of the Association, read correspondence directed to the Association as required, maintain a list of all members of the Association and their addresses, and shall perform such other duties as the President shall direct.
Section 5: The Sergeant-At-Arms shall maintain order at meetings of the general membership; identify and introduce all guests; allow no one to enter any meeting who is not a member of the Association unless otherwise directed by an Officer; and perform such other duties as the President shall direct. The Sergeant-At-Arms is also the designated Compliance Officer responsible for the investigation and reporting of any allegations of ethics violations, substance abuse, or sexual harassment to the Executive Committee.
Section 6: Any Officer of the Association may be removed from office for non-exemplary conduct; conduct not becoming a police officer; negligence; dereliction in the performance of the duties as an Officer of the Association, or for additional reasons noted in these bylaws.
Section 7: Any officer seat which becomes vacant for any reason shall be filled for the remainder of the term by a majority vote of the Executive Committee.
Section 1: The Executive Committee shall consist of the President, Vice-President, Treasurer, Secretary, and Sergeant-At-Arms. The Executive committee may ask the At-Large Directors to attend Executive Committee meetings and to vote on the affairs being considered at such meetings.
Section 2: The Executive Committee shall represent the Association in all legal matters. It shall have the power to enter contractual obligations on behalf of the Association, and powers and duties necessary for the administration of the affairs of the Association not in conflict with the Articles of Incorporation or law. It shall oversee and execute the provisions of the annual budget. It shall establish procedures for the successful conduct of the affairs of the Association. It shall assist the President in the planning and fulfillment of the mission of the Association.
Section 3: The Executive Committee shall meet on an as-needed basis. Special meetings of the Executive Committee may be called by the President, any Officer of the Executive Committee, the Executive Director, or by any fifteen (15) Active Members submitting a request to the President or Executive Director. These meetings will not be open to general members of the association.
Section 4: For the Executive Committee to conduct business of the Association, a quorum must be present, consisting of three (3) of the five (5) Officers. Unless otherwise provided by the Board of Directors, the Executive Committee shall have the same power to conduct business as the Board of Directors.
Section 5: The Executive Committee shall establish all committees it deems appropriate and shall appoint representatives thereunto. It may appoint representatives to other positions as circumstances warrant.
Section 6: All motions must be brought before the Executive Committee before they may be presented to the Association’s members. Exceptions for emergency motions may be made by the President.
Section 7: See Article III, Section 9A.
Section 8: The Executive Committee shall report nonconfidential activities to the general membership by posting minutes of meetings on the Association’s Website.
Section 9: The President and Executive Director shall be responsible for completing a yearly review of the Association’s Executive Director. The Executive Director will complete an annual written evaluation of any other Association employees, to include comments and feedback submitted by the Executive Committee.
Section 1: Each committee, whether of standing or special status, will report about its activities at regularly scheduled monthly meetings.
Section 1: see Article II, Section 1A.
Section 2: Article XII, Section 2.
Section 3: Deleted.
Section 1: The bylaws of the Association may be altered, amended, or repealed by a vote of the Board of Directors.
Section 2: Any action required or permitted to be taken at a meeting of the Directors or any committee thereof may be taken without a meeting if verbal, written, or electronic consent is given and recorded.
Section 3: The Association declares that any person who serves at its request as a Director, Officer, employee, member of any committee, or on behalf of the Association as a director, trustee or officer of another corporation, whether for profit or not for profit, shall be deemed the Association’s agent for the purposes of this Article and shall be indemnified by the Association against expenses (including attorney’s fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of such service, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Except as provided in Section 5 of this Article, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Association or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that his conduct was unlawful.
Section 4: No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 3 of this Article shall have been adjusted to be liable for negligence or misconduct in the performance of this duty to the Association unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.
Section 5: No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 3 of this Article shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.
Section 6: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under the articles of incorporation, any agreement, any other provision of these bylaws, vote of the disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.
Section 7: Any indemnification pursuant to this Article shall (a) be applicable to acts of omissions which occurred prior to the adoption of the Article, and (b) continue as to any indemnified party who ceased to be a Director, Officer, employee, or agent of the Association and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal of amendment of all or any portion of these bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Association to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.
Section 8: By action of the Association’s Board of Directors, notwithstanding any interest of the Directors in such action, the corporation may, subject to Section 10 of the Article, purchase and maintain insurance, in such amounts as the Board may deem appropriate on behalf of any person indemnified hereunder against any liability asserted against him and incurred by him in his capacity of or arising out of his status as an agent of the Association, whether or not the Association would have the power to indemnify him against such liability under applicable provisions of law. The Association may also purchase and maintain insurance, in such amounts as the Board may deem appropriate, to insure the Association against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 9: The Association shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the board of directors may deem appropriate in each specific case, including, but not limited to, any one or more of the following:(a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the Association; (b) that the Association shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that the Association shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Association.
Section 10: Notwithstanding any other provision of these bylaws, the Association shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Association as an organization exempt from federal income taxation under Section 501 (c)(5) of the Internal Revenue Code.
Section 11: The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees. All books and records of the Association may be inspected by any member or his accredited agent or attorney, for any proper purpose at any reasonable time.
Section 12: The fiscal year of the Association shall be as established by the Board of Directors.
Section 13: Property of the Association may be assigned, conveyed or encumbered by such Officers of the Association as may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all or the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
Section 14: If any person who is a Director or Officer of the Association is aware that the Association is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Association of his interest or position; (b) aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the stand point of the Association; and (c) not be entitled to vote on the decision to enter into such transaction.
Section 15: No loans shall be made by the Association to any of its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until it is repaid.
Section 16: The Association is not organized for profit and is to be operated exclusively for the promotion of social welfare in accordance with the purposes stated in the Association’s articles of incorporation. The net earnings of the Association shall be devoted exclusively to the mission of the Association and shall not inure to the benefit of any private individual. No director or person from whom the Association may receive any property or funds shall receive or shall be entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary of compensation to, or distributed to, or inure to the benefit of any member of the board of directors; provided however, that (a) reasonable compensation may be paid to any director while acting as an agent, contractor, or employee of the Association for services rendered in effecting one or more of the purposes of the Association; (b) any director may, from time-to-time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association; (c) the Association may, by resolution of the Board of Directors, make distributions to persons from whom the Association has received contributions previously made to support its activities to the extent such distributions represent no more than a return of all or a part of the contributor’s contribution.
Section 17: The invalidity of any provision of these bylaws shall not affect the other provisions thereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.
Section 1: Death Benefits: The Association shall pay a $10,000 death benefit of any active sworn or civilian member who suffers a line of duty death, plus up to $2,500 reimbursement of miscellaneous expenses such as hotel, travel, and meal costs. A $2,500 death benefit shall be paid for an active sworn or civilian member’s off-duty death, and a $1,500 death benefit will be paid upon a sworn or civilian PPA retiree’s death. These benefits are paid to the beneficiary on record at the PPA; if a member has no beneficiary on record, there will not be any paid benefit. Member are responsible for keeping beneficiary information current.
Section 2: General Benefits: The Board of Directors will determine the benefits available to Active and Retiree Members. Such benefits may or may not include legal coverage, the writing of wills, holiday parties and summer outings, notary service, retirement badges, insurance discounts, use of the PPA gym, Federal Firearms License, and Academic scholarships.
Any retiree not granted their duty weapon and badge upon retirement from CSPD shall not receive a CSPPA retirement badge or be eligible for retiree membership.
Section 3: Academic Scholarships: The Board of Directors grants annual scholarships in memory of CSPD Officers who have died in the line of duty, the amount of which is determined by the Board of Directors at its annual budget meeting. Scholarships are for post-high school education, defined here as technical school; vocational programs; 2-year undergraduate college degree programs and 4-year undergraduate college degree programs. Eligible candidates include children of active sworn and civilian members. Up to 2 scholarships may be awarded per member household annually. Scholarships are competitive and in the event of a tie, may be determined by a subcommittee appointed by the Board of Directors. (Revised and Approved 10/03/2019)
Section 4: Benefit Access: Only Active and Retiree members in good standing with the association will be allowed to access the above-mentioned benefits. Any Active or Retiree members who are financially delinquent in any way shall be deemed a member not in good standing and will not be eligible for any benefits until the delinquency is cured.
Section 1: The Association’s Board of Directors may from time-to-time present certain issues to the Active Membership for a vote by said members. The vote shall be conducted in accordance with Article II, Sections 12-15.
Section 2: An Active Member may propose a ballot issue for a vote by the full Active Membership if said member proposes said issue by presenting a written petition, to the President of the Association, which is supported by signatures of not less than one-tenth(1/10) of the Active Membership of the Association. A ballot issue must be submitted for consideration by the Board of Directors at the August meeting of that year in order to appear on the ballots distributed during the month of October.
Section 3: Upon completion of said voting, the results shall be binding on the Association and as such, no similar ballot issue shall be presented to the Active Members for another vote within a two (2) year period.
Section 4: The Association’s Board of Directors reserves the right to propose similar ballot issues within the two (2) year time frame if the Board determines there are exigent circumstances.
I hereby certify that the foregoing Bylaws constitute the Bylaws of THE COLORADO SPRINGS POLICE PROTECTIVE ASSOCIATION, INC. duly adopted by the Board of Directors of the Association as the amended and restated bylaws of the Association effective January 19, 2024.
Bradley Krause, Secretary, CSPPA Board of Directors
1st P. Turechek
2nd B. Krause
All in favor