By Laws
| One Voice for the Future... |
Alabama Private Investigator's Association
By-Laws
|
Alabama Private Investigator's Association Bylaws
ARTICLE I - NAME AND LOCATION OF THE ASSOCIATION The name of this association shall be the Alabama Private Investigator's Association. Hereinafter known by the acronym APIA. The principal office for the transaction of business of the association, principal executive office, is located in the State of Alabama, County of Madison. The Board of Directors may by resolution change the location of the principal executive office and may by resolution establish branch offices at any place where the association is qualified to do business. ARTICLE II - OBJECTIVES AND PURPOSES The objectives and purposes of the Alabama Private Investigator's Association are as follows: To encourage, promote, aid, and affect the licensing and training requirements of Private Investigators licensed within the State of Alabama; To promote a representative, centralized organization to standardize, collate, coordinate, and distribute data, information, ideas, knowledge, methods, and techniques in order to improve efficiency, promote uniformity in investigative methods, and develop matters of mutual interest to the membership of APIA; To establish, encourage, and enforce observation of a Code of Ethics and Standards of Professional Conduct; To establish and conduct such offices, and committees, as are necessary and incidental to the activities of APIA; To conduct surveys, studies, hold conferences, symposiums, seminars, and forums; To arrange for the presentation of lectures and papers on matters and problems of interest; To foster, promote, encourage, study, research, facilitate discuss, collect and disseminate information of services or interest to the members of APIA; To conduct such other related activities as may be necessary, desirable, or incidental to gaining recognition of accomplishments in the field of private investigations, technologies, and security within the business and industry. ARTICLE III CODE OF ETHICS OF PROFESSIONAL STANDARDS & CONDUCT Section I A Professional Private Investigator shall, at all times, demonstrate a commitment to professionalism in the performance of his or her duties as an investigator, abiding by the Laws in the State of Alabama or any other State, in which to perform such duties. Section II A Professional Private Investigator will not engage in any illegal or unethical conduct that would be in direct conflict of the interest of the client, unless the client was determined to have violated the laws of the State or Nation in which such conduct may have been occurred and feels compelled to report the violation's to proper authorities. Section III A Professional Private Investigator will, at all times, demonstrate the highest degree of Integrity during the performance of an investigation. Section IV A Professional Private Investigator will comply with lawful orders of the courts at all times, testify truthfully without bias or prejudice, giving accurate, complete factual information, documented where available. Section V A Professional Private Investigator will not reveal any confidential information or records of same without proper authorization to do so. Section VI A Professional Private Investigator will cooperate with all recognized and responsible law enforcement and government agencies in matters within their jurisdiction. Section VII A Professional Private Investigator agrees to abide by these Codes of Ethics and in doing so agrees, that if called upon by the Officers of this Association, to conduct an independent investigation of any member or their employee's who may have violated these codes, will accept the necessary disciplinary action voted upon by the current officers. The Ethics Committee does not make any recommendations, but only reports the facts of a given situation to the Executive Board for disciplinary action. Section VIII A member shall not comment falsely and with malice concerning a colleague's competence, performance or professional capabilities. A member who knows, or has reasonable grounds to believe that another member has failed to conform to the APIA's Code of Ethics shall present such information to the Ethics Committee in accordance with the APIA Bylaws. DEDICATION OF ASSETS In order to promote the purposes of APIA the corporation may hold and manage property, funds, hire employees, and contract for services as set forth in these bylaws. The property and assets of this corporation are irrevocably dedicated to the purposes as set out in this Article. No part of the past, present, or future net income or assets of this corporation on dissolution or otherwise, shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon dissolution of the corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which is established under section 501(c)(3) of the Internal Revenue Code. ARTICLE IV - DEFINITIONS MEMBERSHIP The association shall be inclusive of all members in good standing. QUORUM The necessary quorum for the conduct of association business is a majority of the association officers; and the necessary quorum for association membership meeting is 15% of the members in good standing. A quorum will be lawful, legal, and official only if all the members are notified in writing or by email of the date, time, and place of such meeting. VOTE All votes or action to be taken by the membership, State Board of Directors, require a simple majority vote, unless otherwise stated in these bylaws, of the required quorum for an action to be effective. An abstention by a person constituting a quorum shall count as a negative vote and shall not reduce the number of votes necessary to constitute a majority. Any person with a conflict of interest in a matter before APIA should abstain from voting thereon and should note the conflict in the minutes. Whenever a vote is called for under these bylaws except the vote to elect Officers, it must be by an open show of hands or a recorded roll call. If during the meeting a tie is recorded, the President may cast the deciding vote. CONSTRUCTION AND DEFINITIONS Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term, "person" includes both the corporation and a natural person. APIA BUSINESS YEAR, FISCAL YEAR, & TERMS OF OFFICE The APIA business and fiscal year as well as all terms of office for State Officers will begin on January 1st and terminate on December 31st of a calendar year. APIA ANNUAL TRAINING CONFERENCE & BUSINESS MEETING The APIA Annual Training Conference and annual business meeting shall be held in September, October, or November in a place designated by the State Board of Directors. WRITTEN NOTICE Whenever the terms "a writing or written service of notice" is used in these bylaws it shall, unless otherwise specified in these bylaws, include any form of hard copy text or electronic text and that service of either a hard copy text or electronic copy text may be served, unless otherwise specified in these bylaws, by either first class United States Postal mail, or next day private commercial delivery service, or FAX, or e-mail. If e-mail is used then there must be a return confirmation from the addressee for it to be effective as service of a written notice. ELECTRONIC MEETING State Officers may conduct and participate in a meeting through use of conference telephone, or similar communication equipment, so long as all members participating in such meeting can reasonably communicate with one another in real time. The participation and any action or vote taken during an electronic meeting shall constitute personal presence at the meeting and a legal action. Notice of any such meeting is subject to the quorum and notice provisions of these bylaws and shall state that it will be an electronic meeting. ARTICLE V - OFFICE QUALIFICATIONS & ELECTIONS STATE EXECUTIVE OFFICERS Each year, at the APIA annual conference, an annual business meeting will be held. During this meeting and by open ballot an election shall be held to nominate a new Board of Directors based upon nominations for office. The out going President shall sit in the position of Past President in an advisory capacity to the State Board of Directors. Thirty (30) days before the annual business meeting the State Secretary shall call for nominations for the positions of President, North Region Vice President, Central Region Vice President, and South Region Vice President, the Treasurer, and Secretary. The State Secretary shall post upon receipt of all nominees, their resumes on the APIA Web page. Nominations may be made from the floor at the annual business meeting. The nominations and election must occur on the last day that the annual training conference is in session. The candidate with the greatest number of votes for an office will be elected. The vote shall be counted and recorded by tally committee comprised of three members and the State Secretary who are not nominees appointed by the President. The President shall announce the results and introduce the new State Board of Directors to the membership present. The new officers will automatically take office on January 1st. All ballots shall be presented to the State Board of Directors upon completion of the tally. The ballots shall be maintained for a period of one (1) year by the State Board and made available, upon demand, to any member of the Association, for purpose of verification. QUALIFICATIONS The State Board of Directors must be members of APIA in good standing and meet the qualifications as set forth in these bylaws. TERMS OF OFFICE The State Board of Directors term of office is one (1) business year. No member of the State Board of Directors may serve more than five successive terms as a State Officer and may not serve more than two years successively in the same position. The State Board of Directors term of office is one (1) business year. No member of the State Board of Directors Officer may serve more than five successive terms as a State Director. All State Board of Directors shall continue in office past the expiration of their term in office if and until their office is filled by an election unless they were removed from office pursuant to these bylaws. COMPENSATION The State Board of Directors shall serve without compensation. ARTICLE - VI MEMBERSHIP AND DUES 1) APIA membership will run from 01 November through 31 October of the following year. Membership dues are to be postmarked no later than 31 October of the following membership year. A five (5) day grace period has been established to allow for delivery time. A prorated ½ year rate as been established for new members joining the APIA after the first six months of the membership year period. 2) The APIA Board of Directors may, at their discretion, conduct membership drives in which the membership dues may be reduced and associated fees waived. FULL MEMBERSHIP - $50.00 annually Admittance to membership requires a majority vote of the State Board of Directors. Applications for membership shall be submitted to the State Board officer in charge of membership. The State Board of Directors shall designate the basic application for membership into the APIA. A membership shall be limited to the balance of any calendar year after which time all memberships are subject to a review by a Membership Committee appointed by the State Board of Directors. The annual membership review will require that a membership renewal form be completed. The State Board of Directors in accordance with these bylaws shall designate the basic renewal application and procedures for the processing of membership applications. Any member may challenge a proposed member as to their eligibility to the State Board of Directors. AUTOMATIC TERMINATION OF MEMBERSHIP The membership of any member shall be automatically terminated upon the following events: 1) The resignation of the member. 2) The failure of a member to pay annual dues in the amount and within the times set forth in these bylaws. 3) The member no longer meets the requirements for membership as set forth in these bylaws. TERMINATION OF MEMBERSHIP FOR CAUSE The membership of any member may be terminated for cause due to a violation of the Articles of The Code of Ethics of these bylaws provided that the following procedures are followed: 1) A notice from the State Board of Directors may only be sent by prepaid, registered U.S. mail to the most recent address of the member as shown on the corporation's records, setting forth the reasons for expulsion. Such notice shall inform the member that unless he files a demand for a hearing under these bylaws within fifteen (15) days from the date of the post date of the notice he will be expelled as a member from APIA the expulsion is final and irrevocable. The demand for a hearing by the member must be in writing and sent to the State Secretary. 2) The member being expelled shall be given an opportunity to be heard within fifteen (15) days of receipt of a demand by the State Secretary. A Special Member Expulsion Committee composed of three members, one of which is appointed by the State President, one of which is chosen by the Standards and Training Committee, and one of which is selected by the member, will hold the hearing. Written notice of the hearing shall be sent to the member being expelled and shall state the date, time and place of the hearing of the proposed expulsion. 3) The Special Expulsion Committee shall submit its written report containing a recommendation to the State Board of Directors and the member within fifteen (15) days. The report can be made available to the State Board of Directors via the State President. The State Board of Directors shall, after reading the report, make the decision, which is final. Expulsion of a member shall be made a part of the minutes of the next regular or a special meeting of the State Board of Directors. 4) Any person expelled from the APIA shall receive a refund of dues or assessments already paid. The refund shall be prorated to return only the accrued balance remaining for the period of the dues year. ARTICLE VII - FINANCIAL RECORDS & DUES Annual dues in an amount determined by the State Board of Directors will be assessed each member and shall be collected in a manner proscribed by the State Board of Directors and forwarded to the State Treasurer. At the time of payment of dues, the member's name, employer, address, phone number, FAX number, e-mail address shall be collected and forwarded to the State Secretary. Annual dues in an amount determined and outlined in these By-Laws will be assessed each member and shall be collected by the 5th day of November of each year. At the time of the payment of dues a renewal application must be completed and submitted to the State Board of Directors for approval. The State Secretary/Treasurer in accordance with any resolutions of the State Board of Directors shall issue a treasurer's manual. The State Treasurer is responsible for ensuring the manual is available to all APIA members. ARTICLE VIII - CONDUCT OF APIA MEETINGS RULES OF ORDER The Robert Rules of Order, as amended from time to time, shall govern the meetings insofar as those Rules are not inconsistent with or in conflict with these Bylaws, the law, or rules governing agenda motions, and related matters. WAIVER BY ATTENDANCE Attendance by a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice of the meeting or to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting. ADJOURNMENT During any meeting of a State Board of Directors, a majority of those present, whether or not a quorum is present may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must again be given all members who had to be given notice of the original meeting informing them of the new date, time and place. TRANSACTIONS OF THE STATE BOARD OF DIRECTORS Except as otherwise provided in these bylaws, or by law, every act or decision made by the State Board of Directors at a meeting duly held at which a quorum was present, is the act of the group, as is required by law, or these bylaws. Every act or decision made by the State Board of Directors, at a meeting must be recorded in the minute book of records. STATE BOARD OF DIRECTORS MEETINGS FREQUENCY The State Board of Directors must each meet at a minimum once in each quarter of the APIA business year. Board members shall not miss more than three board meetings. Those who miss three meetings in any given year will be referred to the APIA Disciplinary Board, which shall be chaired by the Sergeant of Arms. The State Board of Directors shall provide and make available to the membership within thirty (30) days of their meeting a written report of the minutes of their meeting, a detailed statement of the corporation's income and disbursements for the fiscal quarter, and any significant issues. The State Board of Directors shall meet at least once a year at the annual business meeting and at other times as necessary. Any member in good standing may attend this meeting as a non-voting observer. GENERAL MEMBERSHIP MEETINGS General membership meetings will be conducted on a quarterly basis, with the dates and locations to be provided to the membership 30 days in advance by email. NOTICE OF REGULAR STATE BOARD OF DIRECTORS MEETINGS A notice of State Board of Directors meeting shall be given in writing not less than ten (10) days or more than ninety (90) days before the date of the meeting and shall specify the date, time, place and purpose of the meeting. POWER TO CALL MEETINGS The State President or a majority of the State Board of Directors may call a meeting of the State Board of Directors. Ten or more members may call a Special State Board of Directors meeting. SPECIAL STATE BOARD OF DIRECTORS MEETING When ten (10) or more members in good standing sign a written petition for a special meeting of the State Board of Directors meeting, it shall state the specific purpose of the meeting. The petition must be given to the State Secretary who shall then send a written notice out to the either the membership or the State Board of Directors as appropriate. Except as set forth in the notice of a special meeting no other business may be conducted at such special meeting or adjournment of special meeting. AGENDA The State President shall draft the agenda for the State Board of Directors meetings. The State President must include on the agenda a section for new business at which time State Directors may raise issues not included on the agenda for discussion or action at their respective meetings. This shall not apply at a Special meeting at which the agenda is limited to the subjects in the meeting notice. ARTICLE VIIII - RECORDS AND REPORTS INSPECTION RIGHTS Any member in good standing of the APIA may: 1) inspect and copy the records of member's names and addresses and voting records during usual business hours with five (5) days prior written demand to the State Board, stating the purpose for which the inspection is requested; and 2) obtain from the State Secretary, on five (5) days prior written demand and on the tender of the Secretary's usual charges for such a list, if any, the following: (a) a list of names and addresses of members who are entitled to vote for the election of State Board; (b) their voting rights, as of the most recent record date for which that list has been compiled or as of a date specified by the member after the date of demand stating the purpose for which the list is requested. This list shall be made available within ten (10) days after the demand is received. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts. MAINTENANCE AND INSPECTION OF THE BYLAWS The association shall keep at its principal executive office as well as file with the State of Alabama, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. Every member in good standing is entitled to a copy of the bylaws upon written demand to the State Secretary. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS The accounting books, records, and minutes of the proceedings of the State Board of Directors and any committee's appointed by said Board shall be kept at such place as designated, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall in any other form capable of being converted into written, typed, or printed form. The minutes, and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the members interests as a member of this corporation. The inspection may be made in person or by an agent to attorney, and shall include the right to copy and make extracts. INSPECTION BY AN STATE BOARD OF DIRECTOR Every State Board Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents at no cost. ANNUAL REPORT The annual report to members or other periodic reports to the members of the Association, shall provide to the State Board of Directors within sixty (60) days of the close of the corporate fiscal year and to those members who request it in writing, a report containing the following information in reasonable detail: 1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year. 2) The principal changes in assets and liabilities, including trust funds, during the fiscal year. 3) The revenue of receipts of the association, both unrestricted and restricted to particular purposes, for the fiscal year. 4) The expenses of disbursements of the association, for both general and restricted purposes, during the fiscal year. THE AUDIT COMMITTEE The new State President shall in January of each year appoint an Audit Committee, which shall have at least three members who do not have signatory authority over any association financial accounts. They shall themselves conduct or supervise an audit of the corporate books and shall make a written report to the State Board of Directors by April 15th. ARTICLE X – CONTINUING EDUCATION UNITS / TRAINING Each member, to maintain eligibility as a member in good standing must complete Continuing Education Units (CEU’s) in the amount of 8 CEU’s every two years. These CEU’s can be obtained by attendance at the yearly State Conference, in which five CEU’s will be granted and one CEU for each meeting attended in which a short workshop is provided. Additional substitute CEU’s can be obtained for training and conferences attended in which the State Board of Directors has reviewed and approved the training curriculum. The curriculum should be submitted to the Standards and Training Committee for review and distribution to the State Board of Directors with recommendations. ARTICLE XI - AMENDMENT OF BYLAWS The bylaws of APIA may be amended by giving written notice to all members of the State Board of Directors thirty (30) days prior to any regular or special meeting of an intention to amend the bylaws and the specific language of the amendment. If any meeting held pursuant to a notice to amend the bylaws is adjourned more than 24 hours, then all directors must again be given thirty (30) days notice of an intent to amend the bylaws and the specific language of the amendment. The State Board of Directors may amend the bylaws by a majority vote, which must be a recorded roll call vote and maintained for one year by the State Secretary.
END OF BYLAWS
|
|
Charles 'Kip' Kiplinger. |