M.J.P.O.A. Massachusetts Juvenile Police Officer's Association, Inc.

Bylaws

| Articles of Organization | Bylaws |

CONSTITUTION

BY-LAWS
OF
MASSACHUSETTS JUVENILE POLICE OFFICER'S ASSOCIATION, INC.

A MASSACHUSETTS CORPORATION

ARTICLE I
NAME, PURPOSE, LOCATION, CORPORATE SEAL, AND FISCAL YEAR

1.1 NAME AND PURPOSE

The name of this Corporation shall be the Massachusetts Juvenile Police Officer's Association (M.J.P.O.A.), Incorporated, as set forth in the Articles of Organization. It may be referred to herein as the "Corporation".

The purpose of the Corporation shall be set forth in the Articles of Organization. This Corporation shall not be operated for profit.

1.2 LOCATION

The principal office of the Corporation in the Commonwealth of Massachusetts shall be located at a place set forth in the Articles of Organization of the Corporation. The Directors may change location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate or annual report with the Secretary of the Commonwealth.

1.3 CORPORATE SEAL

The Directors may adopt and alter the seal of the Corporation. The seal of the Corporation, if any, shall be subject to alteration by the Directors, bear its name, the word "Massachusetts" and the year of its incorporation.

1.4 FISCAL YEAR

The fiscal year of the Corporation shall, unless otherwise decided by the Directors, begin on July 1st and end on June 30th of the following year.

ARTICLE II
MEMBERSHIP

2.1 QUALIFICATION

Membership (herein after referred to as "Member") in the Corporation shall be limited to Bona Fide Law Enforcement Officers who have an interest in handling offenses committed by or against juveniles and who subscribe to the objectives and purposes of this Corporation. No qualified person shall be discriminated against in joining the Corporation.

2.2 POWER AND RIGHTS

All Members shall have the rights and powers to elect Officers and Directors as provided in these By-Laws and such powers and rights as are vested in them by law, the Articles of Organization, or these By-Laws. All Members shall also have such powers and rights as the Directors may designate.

2.3 BENEFITS

Unless otherwise provided by law, the Articles of Organization, or these By-Laws, any or all benefits provided by the Corporation shall be equally distributed to all Members.

2.4 TENURE

Each Member shall remain a Member of the Corporation until such time that the Member: a) terminates his/her employment with a Bona Fide Law Enforcement Agency,
b) dies,
c) ceases to exist,
d) resigns,
e) is removed, or
f) becomes disqualified.

2.5 RESIGNATION

A Member may resign by delivering his or her written resignation to the President, Treasurer, or Clerk of the Corporation, to a meeting of the Members, Officers, or Directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt of such resignation (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

2.6 REINSTATEMENT

Any Member who voluntarily resigns from the Corporation may be reinstated provided the Member becomes current with his or her dues from the date of resignation through the date of reinstatement.

2.7 SUSPENSION AND ASSESMENTS

Suspension or individual assessments may be made by a majority vote of the Directors against any Member who has willfully and knowingly acted in a manner inconsistent with these By-Laws or any violation of state or federal law. Before such action is taken, the Member must be given notice and a reasonable opportunity to be heard by all Directors.

2.8 REMOVAL

A Member may be removed by a majority vote of the Directors and only after the Member has been given reasonable notice and an opportunity to be heard by all the Directors.

2.9 EXPULSION

The Directors shall have the authority to expel Members by a majority vote for conduct unbecoming or otherwise inappropriate behavior as determined by the Directors. Before such action is taken, the Member must be given notice and a reasonable opportunity to be heard by all Directors.

2.10 COMPENSATION

Unless otherwise provided by law, the Articles of Organization, or these By-Laws, Members may receive reasonable compensation for services rendered to the Corporations by a majority vote of the membership. Members shall be reimbursed for expenses incurred on behalf of the Corporation.

ARTICLE III
DUES

3.1 ANNUAL DUES

All Members shall pay annual dues at rate set forth by a majority vote of the Membership. The amount set and vote shall take place at the Annual Meeting. Annual dues shall be payable each year on July1st through June 30th of the following year.

Military Personnel: All Members in good standing of the Corporation upon entering the Armed Forces of the United States shall be extended the courtesy of retaining their membership privileges without payment of any dues or assessments levied during the period of their active participation as a member of the aforesaid Armed Forces.

3.2 INITIATION FEE

There shall be no initiation fee for membership to the Corporation.

3.3 ARREARS

Members whose dues are over six (6) months in arrears shall not be entitled to a voice or vote until all dues are paid.

3.4 FORFEITURE

Any Member, who fails to pay his or her annual dues or any assessment within one-year, shall forfeit his or her membership with the Corporation.

ARTICLE IV
MEETINGS AND VOTING

4.1 PLACE OF MEETINGS

All meetings shall be held within the Commonwealth of Massachusetts unless the Articles of Organization permit meetings outside the Commonwealth of Massachusetts, in which event such meetings may be held elsewhere in the United States. Meetings shall be held at the principal office of the Corporation unless a different place is fixed by the Directors.

4.2 REGULAR MEETINGS

Regular meetings of the membership may be held at such places within the Commonwealth of Massachusetts unless the Articles of Organization permit such meetings outside the Commonwealth of Massachusetts, in which event such meetings may be held elsewhere in the United States and at such times as the membership, by a majority vote, may determine.

4.3 ANNUAL MEETING

The Annual Meeting of membership shall be held in the month of April of each year. The purpose, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, is to elect Officers and Directors as well as to transact such other business as may properly be brought forward before such meeting. The order of business of the Annual Meeting shall be as follows:

1. Call to Order
2. Reading of the minutes
3. Report of the Treasurer
4. Reading of Communications
5. Reports of Committees
6. Unfinished Business
7. New Business
8. Elections of Officers and Directors
9. Assess the annual dues for the upcoming year
10. Good of the Order
11. Site of next meeting and/or training
12. Adjournment

If no Annual Meeting is held in accordance with the foregoing provisions, a Special Meeting may be held in lieu of the Annual Meeting, and any action taken at that Special Meeting shall have the same effect as if it had been taken at the Annual Meeting, and in such case all references in these By-Laws to the Annual Meeting of the membership shall be deemed to refer to such Special Meeting.

4.4 SPECIAL MEETINGS

Special Meetings of the membership may be called by the President, Directors, or upon written application of one (1) or more Members who are entitled to vote. A Special Meeting shall be called by the President, or in the case of the death, absence, incapacity or refusal of the President, by any other Officer. Such notice shall state the date, time, location and purpose of the meeting and given to each member a minimum of seven (7) days prior to the Special Meeting.

4.5 NOTICE OF MEETINGS

Each Member who is entitled to vote, who by law, by the Articles of Organization or by these By-Laws is entitled to such notice shall be given at a minimum seven (7) days written notice of a meeting of the membership. Written notice shall state the date, time, place, and purpose for which the meeting is to be held.

Written notice shall be made by leaving such notice at either: a) the Member's residence, b) usual place of business, c) electronic mail, d) or by mailing it postage prepaid to the Members address as it appears in the records of the Corporation.

Whenever any notice is required to be given to a Member by law, by the Articles of Organization or by these Bylaws, no such notice need be given if a written waiver of notice, executed before or after the meeting by the Member or his/her authorized attorney, is filed with the records of the meeting.

4.6 QUORUM

Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, at any meeting of the membership, a majority of the members present (or duly represented) shall constitute a quorum. A quorum shall not be required to adjourn any meeting to such date or dates not more than thirty (30) days after the first session of the meeting, and at any adjourned meeting any business may be transacted which might have been transacted at the meeting as originally called, provided a quorum shall be in attendance at such adjourned meeting.

4.7 ACTION BY VOTE

Each Member shall have one (1) vote. When a quorum is present at any meeting, a majority of the votes properly cast by Members present in person or lawfully represented shall decide any question, including elections to any office, unless otherwise provided by law, by the Articles of Organization, or by these By-Laws. No ballot shall be required for such election or other matter unless requested by a Member present or lawfully represented at the meeting and entitled to vote with respect to such election or matter.

4.8 ACTION WITHOUT MEETING

Any action required or permitted to be taken by law, by the Articles of Organization, or by these By-Laws, may be taken without a meeting if a majority of the Members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the Members. Such consent shall be treated for all purposes as a vote at a meeting.

4.9 PROXIES

Members may vote either in person, by consent (4.8), or by written proxy date not more than six (6) months before the meeting named therein, which proxies, before being voted, shall be filed with the Clerk or other person responsible for recording the proceeding of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holder thereof to vote at any adjournment of the meeting but the proxy shall terminate after the adjournment of such meeting. A proxy purporting to have been executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of providing any alleged invalidity shall rest with the person challenging the proxy.

ARTICLE V
OFFICERS AND AGENTS

5.1 ENUMERATION

The Officers of the Corporation shall consist of a President, Treasurer, Clerk and such other officers with such other titles as the Board of Directors may determine, who shall have such duties, powers, and functions as herein provided or as the Directors shall determine.

5.2 ELECTION

Except as provided in Section 5.7 of this Article, the President, Treasurer, and Clerk shall be elected at the Corporation's Annual Meeting by a majority vote of the Membership and then annually at the Corporation's Annual Meeting for the upcoming fiscal year. Other Officers may be chosen or appointed by the Board of Directors at any other meeting, but shall only serve for the remainder of the fiscal year, subject to election by the Membership at the Annual Meeting.

5.3 QUALIFICATION

All Officers of the Corporation shall be Members of the Corporation. No person can hold more than one (1) office. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. If any officer is required to give bond for the faithful performance of his/her duties to the Corporation, the premiums for such bonds shall be paid by the Corporation.

5.4 TENURE

Except as otherwise provided by law, by the Articles of Organization or by these Bylaws, the President, Treasurer and Clerk shall hold office after being duly elected and until their respective successors are chosen and qualified, or until an earlier death, resignation or removal.

All other officers shall hold office until the end of the fiscal year, subject to re-election by the membership at the Annual Meeting, or unless a different term is specified in the vote choosing or appointing them, or until an earlier death, resignation or removal.

5.5 RESIGNATION

Any Officer may resign by delivering his written resignation to the Corporation at its principal office or to the President, Treasurer, or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.6 REMOVAL

Any Officer may be removed at any time, with or without cause, by vote of a majority of the membership at a Special Meeting called for such purpose or at any Regular Meeting. An Officer may be removed for cause only after reasonable notice and opportunity to be heard by the membership prior to action thereon.

5.7 VACANCIES

The Board of Directors, by a majority vote, may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Clerk. Each such successor shall hold office for the unexpired term of his/her predecessor and until his/her successor is chosen and qualified, or until he/she sooner dies, resigns or is removed.

5.8 CHAIRMAN OF THE BOARD OF DIRECTORS

The Board of Directors may appoint a Chairman of the Board and may designate him/her as Chief Executive Officer. If the Board of Directors appoints a Chairman of the Board, he/she shall perform such duties and possess such powers as are assigned to him by the Board of Directors.

5.9 PRESIDENT

The President shall have general charge and supervision of the business of the Corporation. Unless otherwise provided, the President shall preside at all meetings of the membership and at all meetings of the Board of Directors. The President shall perform such other duties and shall possess such other powers as the Board of Directors may from time to time prescribe.

In the event of the absence, inability or refusal to act of the President, the Treasurer shall perform the duties and exercise the powers of the President.

5.10 TREASURER

The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the Corporation.

In the event of the absence, inability or refusal to act of the Treasurer, the Clerk shall perform the duties and exercise the powers of the Treasurer.

5.11 CLERK

The Clerk shall perform such duties and shall have such powers as the Board of Directors or President may from time to time prescribe including without limitation the duty and power to give notices of all meetings of the membership, special meetings, meetings of the Board of Directors, to attend all meetings of the membership and the Board of Directors and keep a record of the proceedings, to maintain a ledger of the membership which lists the members and their addresses as required, to be custodian of Corporation records and the Corporation's corporate seal and to affix and attest to the same on documents.

In the event of the absence, inability or refusal to act of the Clerk, the President shall perform the duties and exercise the powers of the Clerk.

5.12 COMPENSATION

Officers may receive reasonable compensation for services rendered to the Corporation by a majority vote of the membership. Officers shall be reimbursed for expenses incurred on behalf of the Corporation or for expenses of attendance at meetings as the Board of Directors may from time to time determine.

ARTICLE VI
BOARD OF DIRECTORS

6.1 DIRECTORS

The Board of Directors shall consist of the following, subject to enlargement from time to time, as determined by the Board of Directors:

1. Former M.J.P.O.A. Officer
2. Former M.J.P.O.A. Officer
3. Former M.J.P.O.A. Officer

6.2 POWERS

The business of the Corporation shall be managed by the Board of Directors, who may exercise all the powers of the Corporation except as otherwise provided by law, by the Articles of Organization or by these Bylaws. In the event of a vacancy on the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

6.3 NUMBER AND ELECTION

The Board of Directors shall consist of the three (3) Directors as stated in paragraph 6.1 of these By-Laws, except that whenever there shall be only two (2) members the number of Directors shall be not less than two (2) and whenever there shall be only one (1) member, there shall be at least one Director.

The number of Directors may be decreased at any time and from time to time either by the membership or by a majority of the Directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more Directors. The Directors shall be elected at the Annual Meeting of the membership by such Members as have the right to vote on such election.

6.4 ENLARGEMENT

The number of Directors may be increased at any time and from time to time by the membership or by a majority of the Directors then in office.

6.5 TENURE

Each Director shall hold office until the next Annual Meeting of membership and until his/her successor is elected and qualified, or until his/her earlier death, resignation or removal.

6.6 VACANCIES

6.7 RESIGNATION

Any Director may resign by delivering his written resignation to the Corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6.8 REMOVAL

Any Director may be removed at any time, with or without cause, by vote of a majority of the membership at a Special Meeting called for such purpose or at any Regular Meeting. A Director may be removed for cause only after reasonable notice and opportunity to be heard by the membership prior to action thereon.

6.9 REGULAR MEETINGS

Regular Meetings of the Directors may be held without call or notice at such places, within or outside the Commonwealth of Massachusetts, and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A Regular Meeting of the Directors may be held without a call or notice immediately after and at the same place as the Annual Meeting of the membership.

6.10 MEETING BY TELEPHONE

Directors or members of any committee designated by the Directors may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

6.11 SPECIAL MEETINGS

Special Meetings of the Directors may be held at any time and place when called by two (2) or more Directors.

Notice of any Special Meeting of the Directors shall be given to each Director by the Clerk or by the Director calling the meeting. Notice shall be duly given to each Director:

a. by notice given to such Director in person or by telephone at least 48 hours in advance of the meeting;

b. by delivering written notice by hand, to the Director's last known business or home address at least 48 hours in advance of the meeting;

c. by sending written notice to the Director's electronic mail (e-mail) address at least 72 hours in advance of the meeting along with the Director's acknowledgement of the meeting; or

d. by mailing written notice to the Director's last known business or home address at least 72 hours in advance of the meeting.

Notice need not be given to any Director if a written waiver of notice, executed by him/her before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior to the meeting or at its commencement the lack of notice to him/her. A notice or waiver of notice of a Directors' Meeting need not specify the purposes of the meeting. If notice is given in person or by telephone, an affidavit of the Clerk or Director who gives such notice that the notice has been duly given shall, in the absence of fraud, be conclusive evidence that such notice was duly given.

6.12 QUORUM

Excepted as otherwise required by law, by the Articles of Organization, or by these By-Laws, at any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

6.13 ACTION AT MEETING

At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, by the Articles of Organization or by these By-Laws.

6.14 ACTION BY CONSENT

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the Directors' Meetings. Such consent shall be treated for all purposes as a vote at a meeting.

6.15 COMMITTEES

The Board of Directors may, by vote of a majority of the Directors then in office, elect from the membership an executive committee or other committees, each committee to consist of one (1) or more Directors and which committee(s) so elected shall have and may exercise such powers to the extent permitted by law, the Articles of Organization, and these By-Laws.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided by these By-Laws for the Directors. The Board of Directors shall have the power at any time to fill vacancies in any such committee, to change its membership or to discharge the committee.

6.16 COMPENSATION

Directors may receive reasonable compensation for services rendered to the Corporation by a majority vote of the membership. Directors shall be reimbursed for expenses incurred on behalf of the Corporation or for expenses of attendance at meetings as the Board of Directors may from time to time determine.

6.17 ADJOURNMENTS

Any meeting of Directors may be adjourned to any other time and place as a majority of those Directors present at such meeting and voting shall determine. No notice of any adjourned meeting shall be required if:

a. the time and place thereof are announced at the meeting at which the adjournment is taken, and

b. the adjournment is for fewer than thirty (30) days.

ARTICLE VII
EXECUTION OF PAPERS

7.1 EXECUTION OF PAPERS

Except as provided by law, or in the Articles of Organization, or as the Directors may generally, or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, releases, checks, drafts, and other documents or instruments to be executed on behalf of the Corporation shall be signed by the Treasurer.

ARTICLE VIII
PERSONAL LIABILITY

8.1 PERSONAL LIABILITY

It is intended that the Members, Directors, and Officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation and that all persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, judgment, or decree, or of any money that may otherwise become due or payable to them from the Corporation. Nothing contained in these By-Laws shall amend, alter, or impair any provisions contained in the Articles of Organization relating to limitations of liability of Directors or Officers of the Corporation or its Members.

ARTICLE IX
INDEMNIFICATION

9.1 INDEMNIFICATION

Except as otherwise provided below, the Corporation shall, to the extent legally permissible, and only to the extent that the status of the Corporation as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not adversely affected thereby, indemnify each person who is, or shall have been, a Director or Officer of the Corporation, against all liabilities and expenses, including judgments, fines, penalties, and reasonable attorney's fee and all amounts paid, other than to the Corporation, in compromise or settlement, imposed upon or incurred by such person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, by reason of his having been such a Director or Officer.

The Corporation shall provide no indemnification with respect to any matter as to which such Director or Officer shall be finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Corporation. The Corporation shall provide no indemnity with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interest of the Corporation, after notice that indemnification is involved, by:

a. a disinterested majority of the Board of Directors, or

b. if there are no disinterested Directors, by independent legal counsel representing the Corporation and appointed by a majority of the membership.

Indemnification may preclude payment by the Corporation of expenses in defending a civil or criminal action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by such Director or Officer to repay such payment if it is ultimately determined that such person is not entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws or pursuant to the provisions of the preceding paragraph. Such an undertaking may be accepted without reference to the financial ability of such person to make repayment.

As used in the ARTICLE, the terms "Director" and "Officer" include their respective heirs, executors, administrators, and legal representatives, and an "interested" Director or Officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

The right to indemnification provided in this ARTICLE shall not be exclusive of or affect any other rights to which any Director or Officer may be entitled under any agreement, statute or otherwise. The Corporation's obligation to provide indemnification under this ARTICLE shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.

ARTICLE X
AMENDMENTS

10.1 AMENDMENTS

These By-Laws may be amended or repealed upon a majority vote of the membership, provided the substance of any such amendment is stated in the notice of the meeting of the membership. If expressly authorized by the Articles of Organization, then, subject to law, these By-Laws, and the Articles of Organization, these By-Laws may also be made, amended, or repealed, in whole or in part, by the Board of Directors, except with respect to any provision thereof which by law, the Articles of Organization, or these By-Laws require action by the membership.

The substance of any change to the By-Laws to be made by the Board of Directors shall be stated in the notice of the meeting of the Directors at which the same is to be considered. No later than the time of giving notice of the meeting of the Members next following the making, amending, or repealing by the Directors of any By-Laws, notice thereof stating the substance of such change shall be given to all Members entitled to vote on amending the By-Laws. Any By-Law adopted by the Directors may be amended or repealed by the membership.

ARTICLE XI
PROVISIONS OF LAW

11.1 PROVISIONS OF LAW

These By-Laws shall be subject to such provisions of the statutory and common law of the Commonwealth of Massachusetts as may be applicable to corporations organized under Chapter 180 of the General Laws of the Commonwealth of Massachusetts. References herein to provisions of law shall be deemed to be references to the aforesaid provisions of law. All references in these By-Laws to such provisions of law shall be construed to refer to such provisions as from time to time amended.

ARTICLE XII
ARTICLES OF ORGANIZATION

12.1 ARTICLES OF ORGANIZATION

All references in these Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as from time to time amended or restated.

ARTICLE XII
MISCELLANEOUS

13.1 TRANSACTION WITH CORPORATION

No contract or transaction between the corporation and one or more of its Directors, Officers, or Members, or between the Corporation and any other corporation, partnership, association, trust, or other organization in which one or more of its Directors, Officers, or Members are Directors, Officers, stockholders, trustees, Members, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director(s), Officers(s), or other Member(s) present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her votes are counted for such purpose, if:

a. The material facts as his/her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of a disinterested Director(s), even though the disinterested Director(s) be less than a quorum; or

b. The material facts as his/her relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon or the contract or transaction is specifically approved in good faith by vote of the members; or

c. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, or a committee thereof or the members.

13.2 RATIFICATION

Any transaction questioned on the grounds of lack of authority, defective or irregular execution, adverse interest of a Director, Officer, or member, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, or on any other grounds, may be ratified before or after judgment by the Board of Directors or by the Members entitled to vote; and, if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and shall constitute a bar to any claim or execution of any judgment in respect to such questioned transaction.

13.3 RELIANCE ON RECORDS

In performing his/her duties, a Director or Officer, of the Corporation shall be entitled to rely on information, opinions, reports, or records, including financial statements, books of accounts, and other financial records, in each case presented by or prepared by or under supervision of:

1. One or more Officers or Members of the Corporation whom the Director(s) or Officer(s), reasonably believes to be reliable and competent in the matters presented,

2. Counsel, public accountants, or other persons as to matters which the Director(s) or Officer(s) reasonably believes to be within such person's professional or expert competence, or

3. In the case of a Director, a duly constituted committee of the Board of Directors upon which he/she has not served, as to matters within its delegated authority, which committee the Director(s) reasonably believes to merit confidence, but he/she shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

The fact that a Director or Officer so performed his/her duties shall be a complete defense to any claim asserted against him/her under any provision of law or otherwise, except as expressly provided by statute, by reason of his/her being or having been a Director or Officer of the Corporation.

13.4 CORPORATE RECORDS

The original, restated, or attested copies of the Articles of Organization, these By-Laws, and records of all meetings maintained by the Clerk of the Corporation shall be kept in the Commonwealth of Massachusetts at the principal office of the Corporation, or at an office of the Clerk or resident agent of the Corporation.

13.5 EVIDENCE OF AUTHORITY

A certificate by the Clerk or Temporary Clerk, as to any action taken by the membership, Directors, any committee or any Officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

13.6 SEVERABILITY

Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

ARTICLE XIV
DISSOLUTION

14.1 DISSOLUTION

Upon the liquidation or dissolution of the Corporation, after payment of all liabilities of the Corporation or due provisions therefore, all of the assets of the Corporation shall be distributed pursuant to Chapter 180, Section 11A of the Massachusetts General Laws, to one or more organizations with similar purposes and exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as determined by the Directors of the Corporation, and shall not inure to the benefit to any private shareholder or individual (including, without limitation, any Individual, Director or Officer of the Corporation).

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RESTATEMENT OF ARTICLES OF ORGANIZATION

ATTACHMENT II
to
ARTICLES OF ORGANIZATION
of
MASSACHUSETTS JUVENILE POLICE OFFICER'S ASSOCIATION, INC.

The purpose of the corporation is:

To promote and pursue training and education, independent research, studies, projects, and programs in order to assist and improve police officers, police departments, school departments, and youth-serving agencies, in their operations, effectiveness, and understanding of juvenile related issues, crimes, and offenses, whether initiated or conducted by the Corporation, or otherwise.

To receive gifts, contributions and grants of money or property (real or personal) from individuals, private organizations, or governmental agencies, and to apply, pay over or disburse those gifts, contributions and grants or their proceeds for the benefit of the Corporation, with this objective to be furthered by funding, assisting or undertaking programs and activities designed to strengthen the Corporation and the common interests of our youth and public welfare.

To carry on any other activity in support of and to benefit the above mentioned purposes as may be carried out on by an organization described in Section 501(c)(3) of the Internal Revenue Code and by a corporation organized under Chapter 180 of the Massachusetts General Laws.

To operate without pecuniary profit or financial gain in fulfilling these purposes.

ATTACHMENT IV
to
ARTICLES OF ORGANIZATION
of
MASSACHUSETTS JUVENILE POLICE OFFICER'S ASSOCIATION, INC.

Other lawful purposes for the conduct and regulations of business and affairs of the Massachusetts Juvenile Police Officer's Association, Inc., hereinafter "Corporation", for its voluntary dissolution or for limiting, defining, or regulating the powers of the Corporation, or of its Directors are as follows:

A. POWERS

The Corporation shall have and be authorized to exercise any and all powers now or hereafter vested upon corporations created under Chapter 180 of the Massachusetts General Laws. In addition, the Corporation shall have and be authorized to exercise the following powers:

1. The Corporation may solicit and receive contributions and grants from any and all sources and may receive and hold, in trust or otherwise funds received by gifts or bequest.

2. The Corporation may make donations in such amounts as the Directors shall determine, irrespective of corporate benefit, public welfare or for community fund, charitable, educational or civic purposes.

3. The Corporation may be a partner in any business enterprise which it would have power to conduct itself.

4. The Corporation may make contracts of guarantee and suretyship to the fullest extent as permitted by Chapter 180 of the Massachusetts General Laws.

5. The Corporation may do business, carry on its operations, have offices and exercise the powers granted by Chapter 180 of the Massachusetts General Laws, in any jurisdiction within or without the United States.

B. LIMITATION OF POWER

The Corporation shall not exercise any power granted in these Articles of Organization that are inconsistent with Chapter 180 of the Massachusetts General Laws, or any of the other General Laws of the Commonwealth of Massachusetts. It is intended that the Corporation shall be entitled to exemption from taxes under Section 501(c)(3) of the Internal Revenue Code. Accordingly, the Corporation shall not exercise any such power in a manner inconsistent with, or would deprive it of, its exemption from taxes thereunder.

No part of the assets or net earnings, if any, of the Corporation shall inure to the benefit of, or be distributed to, its Members, its Directors, its Officers, or any private shareholder or individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes set forth in Article II of these Articles of Organization.

The Corporation shall not directly or indirectly participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in oppositions to any candidate for political office, and no substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation (except to the extent the Corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code.)

C. MEETINGS

Except as otherwise provided by the By-Laws of the Corporation, meetings of the Members, Directors and Officers may be held anywhere in the United States.

D. AMENDMENTS

Any amendment or repeal of the By-Laws of the Corporation in whole or in part shall be made only by a majority vote of the Members present and voting at any meeting (Annual, Regular or Special) after due notice.

E: USE AND DISTRIBUTION OF PROPERTY

The Corporation shall use and/or distribute all property from time to time held by the Corporation solely in the furtherance of the exempt purpose of the Corporation in such manner as the Board of Directors shall determine.

F. DISSOLUTION

G. PRIVATE FOUNDATION RESTRICTIONS

In the event the Corporation is a "private foundation" as defined in Section 509 of the Internal Revenue Code, then notwithstanding any other provisions in these Articles of Organization or the By-Laws of the Corporation, the following shall apply:

a. The income of the Corporation for each taxable year shall be distributed at such time and in such manner as not to subject the Corporation to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code;

b. The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;

c. The Corporation shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code;

d. The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code; and

e. The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Without limiting the generality of, and notwithstanding the foregoing provisions of this Section G, during such periods as the Corporation shall constitute and an operating foundation within the meaning of Section 4942(j) of the Internal Revenue Code, the Corporation shall not be required to distribute income pursuant to Section 4942 of Internal Revenue Code.

H. INDEMNIFICATION

a. a disinterested majority of the Board of Directors, or

b. if there are no disinterested Directors, by independent legal counsel representing the Corporation and appointed by a majority of the membership.

As used in this Section H, the terms "Director" and "Officer" include their respective heirs, executors, administrators, and legal representatives, and an "interested" Director or Officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

The right to indemnification provided in this Section H, shall not be exclusive of or affect any other rights to which any Director or Officer may be entitled under any agreement, statute or otherwise. The Corporation's obligation to provide indemnification under this Section H shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.

I. INTERESTED DIRECTORS AND OFFICERS

No contract or transaction between the corporation and one or more of its Directors, Officers, or Members, or between the Corporation and any other corporation, partnership, association, trust, or other organization in which one or more of its Directors, Officers, or members are Directors, Officers, stockholders, trustees, members, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director(s), Officers(s), or other Member present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his/her votes are counted for such purpose, if:

1. The material facts as his/her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of a disinterested Director(s), even though the disinterested Director(s) be less than a quorum; or

2. The material facts as his/her relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon or the contract or transaction is specifically approved in good faith by vote of the members; or

3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, or a committee thereof.

J. NO PERSONAL LIABILITY

No officer or director shall be personally liable to the Corporation or its Members for monetary damages for breach of fiduciary duty as an Officer or Director notwithstanding any provision of law imposing such liability; provided however, that this provision shall not eliminate or limit the liability of an Officer or Director:

1. For any breach of the Officer's or Director's duty of loyalty to the Corporation or its Members;

2. For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

3. For any transaction from which the Officers or Director derived an improper personal benefit.

NOTE: No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such Officer or Director occurring prior to such amendment or repeal.

K. SUCCESSOR PROVISIONS

All references in this Article of Organization shall be deemed to refer to similar or successor provisions hereafter adopted:

a. to the Internal Revenue Service, or any section or other provision thereof, shall be deemed referred to the Internal Revenue Code of 1986 as now in force or hereafter amended;

b. to the General Laws of the Commonwealth of Massachusetts, or any chapter, section or other provision as now in force or hereafter amended; and

c. to particular provisions of the Internal Revenue Code or such General Laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.

M.J.P.O.A.
Massachusetts Juvenile Police Officer's Association, Inc.
P.O. Box 14
Concord, MA 01742