By-laws And Ethics

Article I: Name, Seal, Officers

To encourage, foster and develop between members of the profession a spirit of mutual understanding of their respective problems, duties and obligations as professional investigators.

To encourage, foster and develop relations of helpful interest between members of the profession.

To hold meetings for the presentation and discussion of appropriate papers and topics and for social and professional intercourse.

To grant awards and citations for meritorious service in the field of investigation.

To procure, preserve, perpetuate and disseminate knowledge and information relating to each of the above subjects and the objects for which this Society is formed.

AND, to this end, and in furtherance thereof, to publish and distribute or promote the publication of books, periodicals, treatises, circulars and other papers relating to such subjects and objects of this Society and to dispose of said publications by sale or otherwise; and in general to do and perform every lawful act and thing necessary and expedient to be done and performed in furtherance of the objectives and lawful purposes of the Society.

Article II: Purpose and Goals

To cultivate and advance knowledge of the science and technique of professional investigation.

To elevate and maintain high standards and ethics for the profession.

To promote efficiency of the investigator in the services he performs.

To preserve the memory of services rendered by the investigative profession in the crusade against crime, racketeering and corruption in both the government and private sectors.

To encourage, foster and develop between members of the profession a spirit of mutual understanding of their respective problems, duties and obligations as professional investigators.

To encourage, foster and develop relations of helpful interest between members of the profession.

To hold meetings for the presentation and discussion of appropriate papers and topics and for social and professional intercourse.

To grant awards and citations for meritorious service in the field of investigation, or as directed by the Board of Directors.

To procure, preserve, perpetuate and disseminate knowledge and information relating to each of the above subjects and the objects for which this Society is formed.

AND, to this end, and in furtherance thereof, to publish and distribute or promote the publication of books, periodicals, treatises, circulars and other papers relating to such subjects and objects of this Society and to dispose of said publications by sale or otherwise; and in general to do and perform every lawful act and thing necessary and expedient to be done and performed in furtherance of the objectives and lawful purposes of the Society.

Article III: Meetings and Rules

SECTION 1:  Rules of Meetings
All membership and Board of Directors meetings shall be conducted in accordance with Robert’s Rules of Order, unless otherwise provided herein.  All Executive Committee, Standing Committees, Committees and any other entities created by the President shall be conducted  in accordance with Robert’ Rules of Order, upon proper motion.

SECTION 2:  Construction
These Bylaws shall be strictly construed in favor of the objectives, purposes and policies of the Society.

SECTION 3:  Meetings Defined
As used herein, Membership Meeting refers to the Annual Meeting of the Society which occurs in November of each election year.  Board of Directors Meetings, Executive Committee Meetings, Standing Committee Meetings, Committee Meetings and meetings of any entity created by the President refers to those meetings specifically organized and called in accordance with the enumerated sections set forth herein.

SECTION 4:  Time and Place
Regular meetings shall be held at a time and place selected by the President.  There shall be at least 3 Board of Director’s Meetings each calendar year.

SECTION 5:
A Special Meeting is defined as any Board Meeting which is not a regularly scheduled Board Meeting.  A Special Meeting of the Society may be called at any time by the President, on his/her own initiative. On the written application of at least two-thirds of the members in good standing, setting forth the reasons thereof in writing to the President, the President must call a Special Meeting. Notice of the Special Meeting shall be sent to all members and shall indicate the purpose for which it is called.

SECTION 6:
A.  The number necessary to constitute a quorum for the transaction of Society business at a Board of Director’s Meeting is governed by Robert’s Rules of Order.  In order to determine a quorum for the Board of Directors Meeting, Officers in attendance shall be counted;  past presidents shall not be counted.  The quorum for a Board of Director’s Meeting shall be ten (10) percent of the membership in good standing, to be certified at any meeting by the Secretary or the Treasurer.  Once a quorum is determined at the commencement of any meeting of the Board of Directors, business may be conducted thereafter even if the number of Board members present falls below the initial quorum number.

B. The Immediate Past President shall have one vote.  For the purposes of transacting Board of Diorectors Meeting business all Officers shall be included as members of the Board of Directors and shall be entitled to vote.

SECTION 7:
The Board of Directors shall meet after the Annual Membership Meeting of the Society at the site of the Annual Membership Meeting.

Article IV: Membership

There shall be the following classes of membership:

SECTION 1: FULL MEMBER.
Full membership shall be open exclusively to those individuals who shall have a minimum of five (5) years, full time employment experience, in the investigative service of an official governmental or quasi-governmental agency formed for law enforcement purposes; or, seven (7) years, full time employment experience as a Licensed Private Investigator, Manager or Executive in a Licensed Private Investigation Agency; Watch, Guard & Patrol Agency Qualifier or Executive; Proprietary Investigator, Security Supervisor, Security Manager, Security Executive, Certified Fraud Examiner, Certified Public Accountant; Attorney; or Applicants from other States or Countries with equivalent experience.

SECTION 2: ASSOCIATE MEMBER. 
Associate Membership shall be opened to those who fail to meet the requirements for full membership, to wit: Associate members may serve on selected committees, subject to the approval of the Board of Directors. These committees shall not include the Nominating Committee, the Membership Committee and/or the Grievance Committee. Associate members can be elevated to FULL MEMBER status upon meeting the five (5) year investigative service requirement or by completing five (5) years of active membership in the Society.  An Associate member in good standing must apply in writing to the Membership Committee for FULL MEMBERSHIP and will be granted the request upon approval of the Board of Directors.

SECTION 3: LIFE MEMBER. 
The title of Life Member shall be conferred by the Board of Directors on a Regular Member who, in lieu of the payment of the established Regular Members dues, makes a onetime dues payment to the Society in an amount to be established by the Board of Directors.  A Life Member shall not thereafter be required today annual membership dues.  A Life Member may vote in all general membership matters.

SECTION 4:  HONORARY MEMBER.
Honorary Membership shall be bestowed by the President on such individuals who have rendered special service to the Society of Professional Investigators or the community-at-large. All privileges of membership shall be granted to the individual so honored. Honorary Members remain in that position for the duration of the term of the President who appointed them. Subsequently, an Honorary Member can become a Full Member, with the payment of regular dues, then in effect.

SECTION 5: STUDENT MEMBER.
Student Membership shall be opened to students enrolled in a Criminal Justice, Police Science, Law School or related program in an accredited college or university. Such members shall be eligible for upgrade to FULL or ASSOCIATE membership upon attaining the qualifications and making application to the Membership Committee for entrance into those classes of membership.

SECTION 6:AFFILIATE MEMBER.
Affiliate Membership shall be for those individuals with no investigative experience and who do not serve as an investigative practitioner. It shall also be opened to organizations of any type who shall support the Society’s purposes for its foundation and the betterment of the community-at-large. Such membership shall not be upgraded.

SECTION 7:
Only FULL MEMBER status shall convey the privilege of voting in any Society business and the privilege of holding any elective office of the Society. Entrance into all classes of membership shall be made with the approval of the Board of Directors upon meeting the requirements for such membership, as enumerated and limited Supra.

SECTION 8:
The proposed member shall be a person of good moral character, shall swear or affirm that they have no Criminal Convictions and shall have served with due fidelity to his/her profession. He shall also adhere to the Society’s Bylaws.

SECTION 9:

A.  The membership list(s) of the Society are confidential and are the sole property of the Society.  These lists are retained in the custody of the President who is authorized to release these lists as needed to any Officers, Directors Committee Chair(s), Committee Co-chair(s) and Committee Vice-chair(s) in connection with the business of the Society.

B. The membership list(s) cannot be distributed in any format or medium without the express consent of the President.

C. The membership lists may not be used in any manner whatsoever by any member, without the express consent of the President, to solicit, importune or otherwise contact the membership of the Society.

D. Where the President withholds release of the membership list(s), such decision may be reversed by a two-thirds vote of the Board of Directors.

E. Use of the membership list(s) in violation of the requirements set forth in this Section shall be grounds for immediate expulsion form the Society.

SECTION 10:  Application for Membership

  • Members who are in arrears in payment of dues, assessments or other financial obligations to the Society for a period of one year shall  forfeit membership, provided, however, that this period may be extended for good and sufficient reasons by the Board of Directors at its discretion. Any member resigning or whose membership has been forfeited without prejudice may reapply for reinstatement and such application shall be considered in the manner as a new application as provided for by the Membership Committee.

  •  A member shall automatically lose good standing in the Society for any of the following reasons:

  •  Non-payment of dues, assessments or other obligations to the Society when due and payable.

  • Upon suspension or expulsion by the Board of Directors.

Article V: Officers

SECTION 1:  Designation
The elected Officers shall consist of the  President, Vice President, Secretary, Treasurer and Sergeant-At-Arms/Parliamentarian.  The elected officers and the Immediate Past President shall be the Executive Committee of the Society.  The position of Chairman of the Board of Directors shall be eliminated effective January 1, 2012.  The office of Second Vice President shall be eliminated effective January 1, 2012.

SECTION 2:
Only members authorized to vote shall be eligible to become elected officers of the Society.  Eligibility for election to office in the Society shall be extended to all voting categories of the Membership only.

SECTION 3:  Election and Term of Office
A. Election of the Officers shall take place every two years.

  • Elected Officers of the Society shall hold that elected office in accordance with the Bylaws until their successors are elected.

SECTION 4:  Removal
In addition to the provision of Section D   of this Article, an Officer may be removed for cause by a vote calling for such removal by three quarters (3/4) of the Board of Directors.  The vote of the past presidents for the purposes of this section shall be counted as one vote.

SECTION 5:   Absence
An Officer shall not accept the position unless that person intends to attend all Executive Committee, Board and Membership Meetings except for illness, serious personal and/or professional difficulties or official business.  In the event of absence, an Officer shall request in writing that (s)he be officially excused by the President at any time prior to the call to Order of a meting requiring their attendance.  Failure to obtain a presidential excuse twice during that Officer’s term shall be an automatic forfeiture of that office.  The office shall be declared vacant by the President at the next regularly scheduled Board of Directors Meeting and the unexpired term shall be filled by a voting Member of the Association who receives the majority vote of the Board of Directors, in accordance with procedures established in Article    The approved minutes of the Board of Directors shall create a rebuttable presumption of correctness that any absence of any officer is excused or unexcused.

SECTION 6:   Duties of Officers
The duties and powers of the Officers shall be as follows:

  • The President shall be the Chief Executive Officer of the Society.   It shall be the President’s responsibility to oversee and coordinate the activities of the Society and to preside at all Officers, Board of Directors and Membership meetings.  The President shall be the sole spokesperson for the Society and whenever practicable shall appear publically for the Society and promote its policies, objectives and resolutions.  The President may delegate the spokesperson responsibility as is necessary to fulfill the duties of the President and promote the mission of the Society.  The President shall have responsibility for  policy matters at all meetings and shall have the authority to create committees, consisting of members, subject to the membership requirements set forth in Article IV; appoint a Chairperson or Co-chairpersons, Vice-chairs or other committee members.  The President shall have the authority to discontinue committees, except for Standing Committees, which are explicitly provided for in the Bylaws, and to remove the Chairperson or Co-chairpersons, Vice-chairs or other committee members.  The President may create ad hoc committees to address particular issues relating to the interests, purposes and objectives of the Society.  The duties of the President shall include overall responsibility for serving as a full voting ex officio member to all committees.

  • The President shall appoint six (6) members to the Board of Directors.  These shall be known as At-Large Board of Directors.

  • The President serves as both the sole web master of the SPI web site and the editor of the SPI newsletter and is responsible for approving its content.  The President may delegate the operation of these matters to others but retains the responsibility to ensure its content reflects the highest professional image.

SECTION 7:
The Vice President shall, in the absence of the President, perform all the duties of the President.

SECTION 8:  The Secretary shall:
A. Attend all meetings of the Society and to make regular entries in a book (or computer medium) of minutes, to be kept by him or her for that purpose, all proceedings at such meetings and the names of all members who attend. To safely hold as custodian of and on behalf of the Society all books, correspondence and copies thereof, and any and all other records which he is required to keep or which come into his possession, custody or control by virtue of his or her office.

B. Give due advance notice of regular and special meetings of the Society to all members, to notify the members of the Board of Directors as to the dates of their meetings and at least ten (10) days in advance of said Board of Director’s meetings, transmit to each member thereof the proposed agenda and the substance of any specific proposition which may be expected to be called to a vote at said meeting. Notice of Membership Meetings shall be made by US Mail, to those Members who indicate that they do not have e-mail capability. E-mail Notice of Board Meetings and Membership Meetings must only be performed by the Secretary, at such times that the President directs it to be done.

C.  To promptly enroll newly elected members and to notify them of their election as such.

D.  To promptly notify officers of their election as such.

E.  To officially address and receive, except as otherwise herein provided, all communications in the name of the Society.

F.  Perform such other duties as this office may require.

SECTION 9:  The Treasurer shall:

A. Receive and to deposit in an account in the name of the Society in a sound and well-established banking institution to be approved by the Board of Directors, all the monies, securities, funds and credits of or on behalf of the Society.

B. Keep regular accounts of all receipts and disbursements in a computerized format, such as Intuit QuickBooks.

C.  Report to the Board of Directors at each meeting of the Board, a report of the financial state of The Society.

D.  Receive all receipts due the Society from any of the Committees of the Society for any of their activities.

E.   Provide such other service and duties as may be assigned by the President.

F.  Draw up, sign and remit to the respective payees thereof, all checks covering every expenditure of or on behalf of the Society. These checks shall not be valid obligations of the Society, unless and until countersigned by the President or Vice President, if they exceed $1,000.00.

  • Prepare and to submit at the November meeting an Annual Report, a copy of which must be furnished by him to the Secretary on or before the Annual Meeting of each year. This report shall reflect the condition of the affairs of the Society, as of the first day of November of that year, or as of the date of the Annual Meeting.

  • Except as otherwise provided in the Constitution and these By-Laws of the Society, to take, receive, hold and safely keep as custodian of and on behalf of the Society, all the assets which from time to time may come into the ownership, possession or control of the Society.

  • Provide a suitable Director’s & Officer’s Insurance Policy, approved by the Board of Directors, at the expense of the Society, the purpose for which shall be the indemnification of the Society and its officers and agents during the activities of the Society.

  • Record and keep on file the names and addresses of all members of the Society.

  • Notify all members of the dates on which assessments become due and payable and the amounts thereof.

  • Notify members by mail, or e-mail, who have failed to pay dues and/or assessments within a period of thirty (30) days from the date on which the same became due and payable, and to again notify such members as have failed to pay such dues and/or assessments within five (5) months of the date on which the same became due and payable. To notify such members thirty (30) days in advance of forfeiture of membership due to nonpayment of dues. Notices may be made by US Mail, e-mail, or posting to The Society Web Site (https://spionline.info)

  • Make available for inspection a copy of the Treasurer’s Annual Report to each member of the Society present at each annual meeting.

  • In the event the President and the Vice-President shall be unable to perform the duties of their offices, the Treasurer shall perform all  the duties of the President.

SECTION 10:  The Sergeant at Arms/Parliamentarian shall:

A.  Attend all meetings of the Society and maintain order at these meetings.  This will include but is not limited to general membership, Special and Board of Directors meetings.

B. Be the Official Parliamentarian at all meetings of the Society.

SECTION 11:  The Executive Committee

  • The purpose of the Executive Committee shall be to act upon all Association business and transactions during the interim period between Board of Directors meetings.  The Executive Committee shall meet as necessary and may meet by telephonic or other electronic transmission to manage the business of the Society.

  • The Executive Committee shall solely hear any and all grievances, solely conduct any hearings, if necessary, and also shall solely determine any and all violations of these Bylaws by any member. The President may appoint a subcommittee of the  Executive Committee to undertake any and all the functions enumerated in this SECTION 11, B.  Such subcommittee shall have all the powers of the entire Executive Committee only for the functions enumerated in this SECTIOIN 11, B.  Where appropriate the subcommittee may make recommendations to the full Executive Committee. The Executive Committee shall promulgate guidelines for hearing any and all grievances and/or violations of these Bylaws by any member and these guidelines shall be submitted to the Board of Directors for approval.  The Executive Committee shall review the guidelines every two years commensurate with the election of Officers and submit any and all changes to the Board of Directors for approval.

SECTION 12:   Vacancies
In the event that an Officer, other than the President, is incapable of serving and will remain incapable for a substantial period of the remaining term, such person shall be deemed to have created a vacancy.  The determination of such vacancy shall be made by three-quarters (3/4) vote of the Board of Directors present at a scheduled meeting.  Upon such determination, the vacancy so created shall be filled  pursuant to the provisions of these Bylaws.

SECTION 13.  Voluntary or Involuntary Leave of Absence of the President

  • In the event the President finds himself or herself unable to fulfill the duties of his or her office, the President may choose to take a leave of absence.  In that event the Immediate Past President shall notify the Board of Directors within ten (10) business days, shall post an announcement of the same on the Society’s Website and listserv and shall place an announcement in the next edition of the Society’s newsletter.  The length of the leave of absence shall be determined by the President.

  • In the event the President  is unable to fulfill the duties of his or her office, and the President does not take a leave of absence, the Executive Committee may determine that a leave of absence is appropriate and necessary and may place the President upon involuntary leave of absence.  The determination of whether the condition for an involuntary leave of absence has been met shall be made by a three-quarters (3/4) vote of the full Executive Committee.  Notice of the Executive Committee determination placing the President on an involuntary leave of absence, with a statement of reasons, shall be given to the Board of Directors by electronic mail within five (5) business days of the determination.  Within five (5) days after notice has been given, the Board of Directors shall respond, either ratifying or disproving of the involuntary leave of absence.  If the involuntary leave of absence is not ratified by three-quarters (3/4) vote of the full Board of Directors, it shall be null and void.

  • During the President’s leave of absence, his or her duties shall devolve to the Vice-President who shall serve as Acting President.

  • The involuntary leave of absence may be lifted at any time by a majority vote of the Executive Committee.

  • At any time while the involuntary leave of absence is in effect the President may ask the Executive Committee to lift the involuntary leave of absence.  In that event, the Executive Committee shall have seven (7) business days to consider and act upon the request.  The involuntary leave of absence shall be lifted by a majority vote of the Executive Committee.  If the Executive Committee denies or fails to act upon the request within business days, the President may appeal to the full Board.  The Acting President shall transmit the President’s appeal to the full Board of Directors by electronic mail and the Board of Directors shall respond within seven (7) business days.  The involuntary leave of absence shall lift upon a vote of the majority of the full Board.

Article VI: Board of Directors

SECTION 1:  Qualifications
All members of the Association who are authorized to vote are eligible to become members of the Board of Directors.

SECTION 2.:  Number of Members
The Board of Directors shall consist of the Officers listed in Article V, Section 1, and six (6) other At Large Directors appointed by the President. All Officers and At Large Directors shall serve the same two year term.

The Immediate past president may remain on the board at the discretion of the current President and have one vote, until such time as the current president is no longer in office.  All At Large directors serve at the discretion of the President and can be removed at any time without cause.

SECTION 3:  Confidentiality of Board Matters
All matters discussed by the board, orally or in writing, to include e-mails, are confidential and can only be released to outside organizations, including employers, membership organizations and governmental entities with the written permission of the President.  Any violation of this section may result in administrative action up to and including expulsion from the organization.

SECTION 4:  Duties of the Board of Directors

  1.   Powers

The Board of Directors shall manage the business and affairs of the Society.  Unless otherwise provided herein, any act of the majority of the voting members’ present at a Board of Directors Meeting shall be an act of the Board of Directors.

B.  To interpret and execute the provisions of the By-Laws.

C. To remove any officer of the Society or any member of any of its committees for cause by an affirmative vote of not less than three-quarters (3/4) members of the Board of Directors.

D. To approve or disapprove the suspension, expulsion or any other action of members recommended by the Executive Committee.

E. To temporarily fill any vacancy in any office of the Society, except that of President, and in any committee pursuant to the provision of Article    of these Bylaws.

  1.    To approve and authorize all expenditures in excess of $1,000.00.

SECTION 5:  Term of Office
Members of the Board of Directors elected by the Members shall be elected in accordance with Article   and hold office for a period of two years

SECTION 6:  Limitation of Service
In no event shall a Director elected by the Members be re-elected after serving three consecutive two year terms.  This limitation of service shall apply to all Directors elected after 2011.

SECTION 7:  Absence, Incapacity, Vacancy, Reinstatement

  1. A Director shall not accept office unless the person intends to attend all Board meetings except for illness, serious personal and/or professional difficulties or official business.  In the event of anticipated absences, the Director shall at any time prior to the call to Order of a meeting requiring their attendance request in writing to the President  to be officially excused.  Failure to obtain a presidential excuse three (3) times during that Director’s term shall create a vacancy in that Director’s Board seat.  The approved minutes of the Board of Directors Meetings shall create a rebuttable presumption of correctness that any absence of any Director was excused or unexcused.  The position shall be declared vacant by the President at the next regularly scheduled meeting of the Board of Directors.  Prior to filling the vacant Board seat, a Director who contests the vacancy must petition in writing the remaining Board of Directors and the Officers for reinstatement as set forth in Section of this Article

  2. The unexpired term of a Director that becomes vacant shall be filled by a qualified member as defined in these Bylaws.  The qualified member of the Society who receives the majority vote of the Board of Directors shall be elected to fill the unexpired term of the vacant seat.  When the existence of a vacancy is declared by the President, the Secretary shall promptly notify the Board of Directors.  The Board of Directors shall promptly fill the vacancy at the first scheduled meeting of the Board of Directors following the declaration of the vacancy.

  3. Elections rules and procedures will be proposed by the elections Committee for consideration and adoption by the Board of Directors preceding each such election held under this Section.

  4. In the event a Director is incapable of serving and will remain incapable for a substantial period of his or her term, such person shall be deemed to have created a vacancy. The determination f such vacancy shall be made by majority of the voting Members of the Board of Directors present at a scheduled meeting.

Contested Vacancy, Procedure

In the event a seat on the Board of Directors has been declared vacant, the following procedures shall govern where the Board Member contests his or her vacancy:

The Secretary shall notify the person by certified US Mail of the vacancy of the Board of Directors.  A written petition for reinstatement and request for personal appearance must be submitted to the President within thirty (30) days from the date the notice was mailed.

Copies of the written petition shall be transmitted to the entire Board of Directors. The petitioner will have the burden of proof to show: (a) good cause why the petitioner is entitled to reinstatement; or (b) good and just excuses(s) of the petitioner’s absences and failure to obtain presidential excuses.

The Board of Directors shall vote to reinstate or uphold the vacancy.  The majority vote of the Board of Directors shall be final.

SECTION 8:  Removal
A Director may be removed for cause by a vote calling for such removal by a three-quarters vote of the Board of Directors.

SECTION 9:  Resignation
A Director may resign at any time by providing notice to the Secretary.  The Secretary shall inform the President and the Executive Committee of such resignation.

Section 10: Law suits, Threats, Inability to Obtain Insurance at Regular Board Member Rates

  1. Any member of the Board of Directors who institutes or threatens any legal action against or which indirectly affects SPI or engages in any other conduct, so that coverage is necessitated under the terms of any insurance policy provided to SPI by an insurance carrier, shall be prohibited  from attending  in person or otherwise and voting at Board meetings until such time as the threat, legal action or any other conduct whether directly against or affecting SPI is deemed fully resolved by a 2/3 majority vote of the Board members in attendance at a duly called Board meeting.  The initial determination as to prohibition as set forth in this paragraph shall be determined by the President of SPI after due consultation with the Executive Committee.

  2. Notwithstanding any provision in the previous immediate paragraph of this Article, Section 10, no Board member who has engaged in any of the enumerated activities may return to the Board of Directors unless and until such time as full complete compensation is made to SPI for the increased costs of insurance coverage.  This reimbursement can be waived by a 2/3 majority of the board of directors.

Article VII: Committees

SECTION 1: Composition
Committees shall consist of volunteers appointed by the President from all membership categories.

SECTION 2:  Rules
All procedures except as provided in these Bylaws shall be governed by Robert’s Rules of Orders, upon proper motion, unless otherwise provided in these Bylaws.

SECTION 3:  Committee Reports
All committee chairs may file a timely written report before each scheduled Board meeting for distribution to the Board of Directors.  The President may direct a committee to file a report before a Board of Directors Meeting.

SECTION 4:  Nominating Committee
The Immediate Past President shall appoint a Nominating Committee and the Chair of the Nominating Committee

SECTION 5:  Duties
A. To advise the Secretary of the Society in advance of the time and place of each meeting, and to promptly furnish him or her with the minutes of such meeting.

B. To nominate from the full members in good standing candidates for election to each of the Offices  referred to in these Bylaws.  The Nominating Committee shall endeavor to ensure diversity of representation whenever practicable, including minority and gender representation.

C. Nomination of candidates for election to all Officer Positions referred to these Bylaws shall be voted by a majority of the members of the Nominating Committee.

D. To submit in writing the names of its nominees to the Secretary and the President no later than the thirtieth (30) day of September, of each election year and  to be published in the October Newsletter for the Membership, or on The Society’s Web site.

  1. To promulgate rules and regulations for the conduct of nominations including but not limited to when nominations will be considered, the method of nominations, the dates by when persons shall apply for nominations, whether persons shall be required to be interviewed for Officer positions, the method by which persons may run by petition for any Officer position, publication of names of nominees, except that there shall be no self-nominations and there shall be nominations from the floor of any Meeting of this Society.

  2. All such regulations shall be reviewed by the Nominating

Committee beginning the second week of January of each election year and shall be submitted for approval to the Board of Directors no later than March 30th of each election year.

SECTION 6:  Term
The Members of the Nominating Committee shall serve until such time as the next set of Officers is sworn.

SECTION 7:  The Elections Committee

  1. The Elections Committee is to have full charge of the printing of the Official Ballots used at the annual election.

  2. The Elections Committee shall set forth rules and regulations for the conduct of elections of the Society  including but not limited to the counting of ballots, preservation of the ballots, the system by which ballots will be cast and the dates by which ballots shall be sent to and returned by the members.

All such regulations shall be reviewed by the Elections

  1. Committee beginning the second week in January of each election year and shall be submitted for approval by the Board of Directors no later than March 30th of each election year

  2. Those members in good standing at the time such ballots are   counted who have received the highest number of votes for each of the offices referred to, shall be elected to those offices respectively.

  3. All elected Officers and Directors shall assume the duties of their respective offices on January 1st of the new year succeeding their election; however, their official installation and Oath of Office shall not take place until the first meeting of The Society, after January 1st of the new year.

SECTION 8: The Membership Committee:

The President shall appoint a Membership Committee and the Chair and Vice-chair.

Duties

  1. To receive applications for membership in the Society, to give careful consideration to their merits and to pass upon the same after adequate investigation of the applicant.
  2.   To promulgate regulations for membership in the Society and submit the same for approval by the Board of Directors. All such regulations shall be reviewed by the Membership Committee beginning the second week in January of each election year and shall be submitted for approval to the Board of Directors no later than March 30th of each election year.
  3. 3.   To notify the President and Treasurer of the Society in writing of the rejection of any candidate for membership setting down the cause for said rejection.
  4. 4.  To notify the President and Treasurer of the Society of the selection of a candidate as a proposed member.

ARTICLE VII:  BYLAW AMENDMENTS

The By-Laws can be changed by a Majority Vote of the Board of Directors at any Regular or Special Meeting of that body, provided that the proposed changes were sent, via e-mail, or given in person to the Board Members, by any Member of the Board of Directors, at least ten (10) days prior to the Meeting.

Article VIII: Suspension of Bylaws

These By-Laws may be suspended in case of emergency by the majority vote of all those present at a regular meeting of the Board of Directors at which a quorum is present. They may be suspended at a special meeting under the same conditions but only with the approval of the Board of Directors.

Article IX: Indemnification

The Society of Professional Investigators, Inc. shall, to the fullest extent of the law, defend, indemnify and hold harmless any and all past, present or future directors and officers and their agents, as identified and defined in this By-Laws. In its discretion and in accordance with the law, it may indemnify and hold harmless any agent or employee of this Society from all liabilities, expenses, and counsel fees reasonably incurred in connection with any and all claims, demands, causes of action, and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such officers, directors, employees of the Society or their agents or employees on behalf of the Society.

Under no circumstances shall this Article be construed to hold any member, officer, employee or agent of the Society personally liable for their actions on behalf of the Society.

Also, this Article shall not be interpreted to obligate the Society for more than $10,000 per occurrence, except as modified by a two-thirds (2/3) majority vote of the Board of Directors on a duly constituted meeting of the Board of Directors.

All actions and payments made pursuant to this Article of the By-Laws must be approved by a two-thirds (2/3) majority of the Board of Directors at a duly constituted meeting of the Board of Directors.

 

Article X: Code of Ethics

(INCORPORATES THE ENTIRE EXISTING CODE OF ETHICS AS THIS ARTICLE)

EXECUTIVE COMMITTEE GRIEVANCE PROCEDURE

GUIDELINES

  1. Any member may file a grievance against any other member.  The Executive Committee may file a grievance against any member for violation of the Bylaws.

  2. Pursuant to the appropriate Bylaw provisions the Executive Committee shall have the power to solely hear and determine grievances, solely hold hearings and solely make decisions and recommendations regarding grievances or violations of these Bylaws for approval, rejection or alteration by the Board of Directors.

  3. Procedures for filing a grievance:

a.  A member shall file in writing a grievance which must utilize the language “I AM FILING A GRIEVANCE AGAINST….”  The member must specify the person(s) against whom the grievance is being filed and must specify the grounds upon which the grievance is based.

  1. The person filing the grievance shall be the GRIEVANT and the Person who’s the object of the grievance shall be the ACCUSED.

  2. The GRIEVANT shall send the written grievance to the SPI Secretary by certified mail return receipt requested who shall promptly transmit the same to the SPI

General Counsel.

  1.   Procedures Once Grievance Is Received

a.  The SPI General Counsel shall notify the ACCUSED  in writing of the grievance attaching the GRIEVANTS filing by certified return receipt requested.

  1. Counsel shall notify the President within 10 business days of receiving the grievance from the Secretary.

  2. The President shall within five days of receiving notice from

Counsel set a date for convening the Executive Committee or a subcommittee thereof, shall notify Counsel of such date and Counsel shall notify the GRIEVANT and the ACCUSED of the date set for hearing by certified return receipt requested.

d.  The GRIEVANT and the ACCUSED shall appear at the hearing.

Each party may represent themselves or may choose to have

Representation of their choosing, the only limitations being  that no party may have as their representative an individual who has threatened or is in litigation with SPI or any witness to the proceedings at the time of the proceedings.

  1. Each party shall have the right to one and only one adjournment of the original hearing date provided that such individual notifies the Secretary of SPI or Counsel 48 full hours in advance of the time set for the hearing.  Failure to abide by this provision shall result in the hearing moving forward without the party who has failed to adhere to the procedure and shall constitute a complete waiver of the right to be present as provided in these procedures. Each party will be solely responsible for providing their witnesses on any date set by the Executive Committee or a subcommittee thereof for a hearing.

  2. Each party may submit any and all documents it wishes considered by the Executive Committee or any subcommittee thereof provided that all documents must be submitted to the Secretary or Counsel no later than three days prior to the date set for a hearing.  In the event a party wishes at the time of a hearing to submit any documentary evidence to the Executive Committee then the Executive Committee may consider such a submission as a late submission, may disregard such submission, may accord less or no significance to such late submission and may grant the opposing party such time as the Executive Committee or a subcommittee thereof decides to provide rebuttal evidence.

  3. f.  Each party shall appear before the Executive Committee or a subcommittee thereof with the GRIEVANT going first.  The Grievant shall be entitled to make an opening statement, no longer in length than 15 minutes unless such time is extended by a vote of the Executive Committee or a subcommittee thereof to the Executive Committee which is pertinent to the charges made in the grievance.  In the event the opening statement does not address the charges in the grievance in the determination of the Executive Committee or a subcommittee thereof then the Grievant opening statement will be halted. After the opening statement the GRIEVANT shall submit to any questioning by any member of the Executive Committee or a subcommittee thereof.  The GRIEVANT shall answer any and all questions of the Executive Committee or a subcommittee thereof.  The ACCUSED shall not be permitted to cross-examine the GRIEVANT or any of the GRIEVANT’S witnesses.  After a GRIEVANT’S opening statement and questioning, witnesses for the GRIEVANT may testify.  They shall make a pertinent statement to the charges before the Executive Committee or a subcommittee thereof and  be subject to any questioning. They shall answer any and questions asked by the Executive Committee or a subcommittee thereof.

  4. After the GRIEFVANT’S evidence has been presented then the ACCUSED  shall have the same rights and be subjected to the same procedures as outlined in Section f above.

  1. There shall be no rebuttal by either party.  The Executive Committee or a subcommittee thereof reserves the sole right to call any party or their witnesses back, upon due notice to obtain any and all information necessary to make a just and fair determination.

  2. The Executive Committee or a subcommittee thereof shall have 60 days to render a written  decision.  Neither party shall have any right of appeal to the Executive Committee or a subcommittee thereof or the Board of Directors.  The Executive Committee or a subcommittee thereof at the conclusion of 60 days or sooner shall serve in writing its decision to the President of the Board of Directors.  The Board of Directors at its next regularly scheduled meeting or at a Special Meeting, in Executive Session, shall approve, disapprove or alter the decision and/or recommendations of the Executive Committee or a subcommittee thereof.

  3. Once the Board of Director’s had decided the grievance decision it shall notify the parties in writing by certified return receipt requested mail of the Board’s decision.

  4. The hearing conducted by the Executive committee or a subcommittee thereof shall be recorded and the portion of any Board of Director’s meeting which undertakes discussion of the decision and recommendations shall be recorded.

  5. A refusal by any party to fully cooperate with the Executive Committee or a subcommittee thereof in its conduct of a grievance including but not limited to conduct which disrupts the hearing, including by any representative of the parties, a refusal to acknowledge any communication from the Executive committee or a subcommittee thereof to a party, a failure to provide the Executive Committee or a subcommittee thereof with a correct mailing address shall result in an adverse inference against the non-cooperating party.

m. The Executive committee or a subcommittee thereof in the first instance without a hearing may determine that a grievance is meritless and/or frivolous in which case it shall dismiss the grievance, make a finding with respect to GRIEVANT’S actions in bringing such an action.  It shall make a recommendation to the Board of Directors as any action which should be taken against the GRIEVANT up to and including expulsion from the Society.n.   The Executive Committee or a subcommittee thereof may utilize any and all procedures not specifically enumerated herein which are necessary in its determination to further the interest of obtaining information to render a fair and just decision, including but not limited to extending any and all deadlines herein.

Society of Professional Investigators: Code of Conduct Adopted by the Board of Directors in  2011

A board member of the Society of Professional Investigators (SPI), when acting on behalf of SPI, must comply with the law, act in an ethical manner, and avoid conflicts of interest or the appearance of conflicts of interest.

This Code of Conduct applies to all board members of SPI.

Legal Obligations of Directors and Officers

The obligations of board members to SPI are governed by the State of New York Not-for Profit Corporation law as well as precedents construing that law.  The law established that the directors and officers owe a fiduciary duty to SPI, including the duty of care and the duty of loyalty.  Nothing in this Code of Conduct is intended to reduce the duties of disclosure as may be required by law.

The duty of care concerns an officer’s or board member’s competence in performing his or her functions as a director or officer.  A board member must exercise his or her responsibilities in good faith and with that degree of diligence, attention care and skill that an ordinarily prudent person would exercise under similar circumstances in a like position.

The duty of loyalty owed by a board member to a non-profit organization requires that the director or officer act in a manner that does not harm the corporation.  The duty of loyalty requires the faithful pursuit by the board member of the interests of the corporation rather than the financial or other interests of the board member or another corporation he/she serves.  It further requires a board member to avoid using his or her position to obtain improperly a personal benefit or advantage that might more properly belong to the corporation.  To satisfy the duty of loyalty, the board member must act in good faith and in a manner he or she reasonably believes to be in the best interests of the corporation.

Conflicts of Interest

Except with disclosure of the conflict to and consent of SPI, a board member may not act in carrying out his or her SPI responsibilities if he or she may be affected by a conflict of interest.  A conflict of interest arises when a personal, business, financial, or, in the case of a lawyer or private investigator, or accountant, client interest of the board member may affect the objectivity of the board member’s actions on behalf of SPI, or conflicts with the interests of SPI. A personal interest may arise from the board member’s association with another association or non-profit corporation.  A business interest arises when the board member is an employee or consultant to or has another business arrangement with, another public or private concern.  A significant financial interest includes an ownership interest in the securities of a public or private concern.  A concern in which a director or officer has a personal, business or financial interest is referred to in this Code of Conduct as an “Entity” For purposes of this Code of Conduct, a business or financial interest of the spouse or any family member who lives in the individual board member’s household is attributed to the individual.  A business or financial interest of a partner, associate or employer, or more remote relative, of an individual board member is not automatically attributed to the individual.  However, as a matter of good practice, where the individual is aware of such a business or financial relationship that conflicts with the interest of SPI, the individual should disclose it to and obtain the consent of SPI in order to avoid the potential for subsequent embarrassment.

Situations in which a conflict of interest may arise include, but are not limited to, those where the individual:

  1. Approves or recommends the purchase of major equipment, materials or other items for SPI from an Entity

  2. Negotiates or influences the negotiation of contracts between SPI and the Entity.

  3. Accepts gifts, gratuities or special favors from any person or entity that does or is attempting to do business with SPI, other than gifts with a fair market value in any year of $50 or less.

  4. Uses his or her position or activities for SPI to further the interests of a particular client or other person or Entity

  5. Espouses a position (by a speaking or voting for the position) that the member knows would benefit a particular client without disclosing such fact (but not necessarily the name of the client).

Recognizing that business relationships routinely exist between and among directors, such relationships do not constitute a conflict of interest, or the appearance thereof, unless such a relationship could impact a director’s judgment on a matter affecting SPI.  Membership on the Board of Directors of other non-profit organizations does not constitute a conflict of interest.

Misuse of Confidential Information of SPI

Except with disclosure to and consent from SPI, or in furtherance of SPI’s activities in which he or she is authorized to act, a board member shall not reveal to any third person or use for his or her own purposes any of SPI’s proprietary business or financial information, records, results, work product or other information acquired in connection with the board member’s SPI activities that is not generally available.

Preservation of Tax Exemption

Board members should be aware that SPI is a charitable organization and that, in order to maintain its federal tax exemption: (i) it must engage primarily in activities that accomplish one or more of its tax-exempt purposes, (ii) it may not allow a substantial part of its activities to consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code it may not participate in or intervene in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidates for public office.

SPI and its Board members shall not be bound by any political statements or activity of any board member.  No board member who makes a political statement or engages in political activity shall state or imply that such statement or activity is on behalf of SPI.

Restrictions on Representing SPI

Each board member when acting as a representative of SPI, shall conduct himself or herself consistent with the fiduciary duty of a Board Member so as not to adversely affect SPI’s public image or credibility or hinder the accomplishment of its missions.  In any interaction with the public press or other entities or organizations, a board member may not speak for SPI other than to repeat explicitly stated Board positions. However, a board member who is a member of an SPI committee or section may state the views of the committee or section as authorized by the President or duly adopted policies.

A board member of SPI may not use SPI stationery for personal correspondence or to conduct business or marketing on behalf of her/her business, employer or other organization.

Administration of Code of ConductWhenever this Code requires a board member to make disclosure to and obtain the consent of SPI, such disclosure shall be to and such consent from the Board of Directors.  Whenever this Code requires an employee to make disclosure to and obtain the consent of SPI, such disclosure shall be to and such consent from the Chief Executive Officer.  If a board member has reason to believe that another board member has an undisclosed conflict or potential conflict of interest or other violation of this Code, he/she should disclose the reason for such belief to the General Counsel who will, in consultation with the Chief Executive Officer, advise the Board of Directors on the existence of a violation.  The Secretary, annually and at other times on request from any member of the Board, shall make available to the members of the Board copies of this policy and forms for disclosing conflicts.  Any board member may request a determination from the board as to the existence of a conflict of interest.  The Board’s decision, by majority vote, shall be determinative.All board members shall be advised of this policy and must acknowledge in writing their willingness to abide by it as a condition of service as a board member.