SOCIETY OF PROFESSIONAL INVESTIGATORS INCORPORATED
CONSTITUTION
Effective 11/21/02 as amended September, 2007
The name of this membership corporation will be The Society of Professional Investigators, Inc. It will be referred to hereinafter as “The Society”.
The Seal of the Society shall be a five ball pointed star surrounded by concentric circles in which is inscribed the name of The Society.
No member shall use the Seal, letterhead or directory, except as prescribed and permitted by the Board of directors. The Board of Directors shall make appropriate sanction of violators of this Section.
OBJECTIVES, AIMS AND PURPOSES
IN THE INTEREST OF THE COMMUNITY AT
LARGE AND THE GENERAL PUBLIC:
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.
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.
There shall be the following classes of membership:
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.
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.
3) LIFE MEMBER. Full members who have attained the age of 75 and FULLY RETIRED from all business and employment shall, upon notification receive the designation of Life Member which shall convey exemption from annual dues. Life Members must pay a nominal fee, to cover mailing and printing costs to be established by the Board of Directors. This designation shall not cause denial of any other benefits of the class of membership held by the member in question.
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.
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.
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.
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.
The proposed member shall be a person of good moral character, without any Criminal Convictions and shall have served with due fidelity to his profession. He shall also adhere to the Society’s “Code of Ethics”.
The Offices of the Society shall be:
1) President
1a) Chairman or Chairwoman of the Board
2) 1st Vice President
3) 2nd Vice President
4) Secretary
5) Treasurer
6) Sergeant-At-Arms
The Board of Directors shall consist of the Officers listed in Section 1, plus up to six (6) other Directors. All Officers and Directors shall serve the same two year term. In addition, all ACTIVE Past Presidents shall be full voting members of the Board of Directors, with the Immediate Past President (as of September, 2007), who served a full term of office, being the Chairman or Chairwoman of the Board. As soon as a Past President misses five (5) consecutive Board Meetings, he or she shall no longer be considered Active and will no longer be a Member of the Board of Directors.
Regular meetings shall be held at a time and place selected by the President or the Board of Directors.
The Annual Meeting of the Society shall be a regular meeting in the month of November of each year. There shall be no guest speaker at this meeting.
A Special Meeting of the Society may be called at any time by the President, on his own initiative. On the written application of at least one-third of the members in good standing, setting forth the reasons thereof, 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.
a) The quorum for a Business Meeting shall be ten (10) percent of the membership in good standing, to be certified at any meeting by the President; Chairman or Chairwoman of the Board; Secretary or the Treasurer.
b) Regular meetings of the Board of Directors shall be held at a time, place and date of the President’s choosing. Special Meetings may be called at the request of the President or at the request of six (6) members of the Board. Notice of the Special Meeting must be sent to all members of the Board and shall set forth the proposed agenda for consideration at the meeting.
Six (6) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that no decisions shall be made in any matter requiring action unless at least a majority of those voting are in favor of the action.
Headquarters for the Society shall be located in New York State where the books, records, property and funds shall be maintained.
ARTICLE VII
The Constitution and/or 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.
Any Member of the Board of Directors who is unable to attend a meeting when a Constitution or By-Law Change is on the Agenda, may vote for or against said proposed change in writing, by sending his or her written vote to the President, Chairman or Chairwoman of the Board, or 1st Vice President, via e-mail. The President, Chairman or Chairwoman of the Board, or 1st Vice President shall deliver written votes to the Board Members present.
SOCIETY OF PROFESSIONAL INVESTIGATORS INCORPORATED
BY LAWS
It shall be the duty of the Chief Operating Officer, or upon mutual agreement the Chairman or Chairwoman of the Board of the Society to preside at all meetings and to perform all the duties usually pertaining to these offices. In the absence of the Treasurer from any meetings of the Society, the duties of that officer shall fall upon and be performed by the President or the Chairman or Chairwoman of the Board. The President shall be the Chief Operating Officer of the Society. The Chairman or Chairwoman of the Board shall be the Chief Executive Officer of the Society.
It shall be the duty of the First Vice President, in the absence of the President and the Chairman or Chairwoman of the Board, to perform all the duties of the President.
It shall be the duty of the Second Vice President, in the absence of the First Vice President, to perform all of the duties of the First Vice President.
It shall also be the duty of the Second Vice President:
a) To collect and maintain in the book of minutes a record of all proceedings at such meetings of every committee.
b) To be the Chairman of the Legislative Committee, although the Board may, by majority vote at any time, designate any other Full Member, Officer or Director of the Society to hold this position.
It shall be the duty of the Secretary:
a) To 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) To 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) To perform such other duties as this office may require..
1. It shall be the duty of the Treasurer:
a) To 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) To keep regular accounts of all receipts and disbursements in a computerized format, such as Intuit Quickbooks.
c) To report to the Board of Directors at each meeting of the Board, a report of the financial state of The Society.
d) To receive all receipts due the Society from any of the Committees of the Society for any of their activities.
e) To provide such other service and duties as may be assigned by the President.
f) To 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 First Vice President, if they exceed $1,000.00.
g) To 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.
h) 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.
i) To 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.
j) To record and keep on file the names and addresses of all members of the Society.
k) To notify all members of the dates on which assessments become due and payable and the amounts thereof.
l) To 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 (http://www.spionline.org)
m) To report to the President at each regular meeting the names of all members who are in arrears in their dues and/or assessments, together with the exact amount due from each member. Also, to report the names of such persons as have ceased to be members of the Society, together with the reasons for their ceasing to be such members, if known.
n) Make available for inspection a copy of the Treasurer’s Annual Report to each member of the Society present at each annual meeting.
It shall be the duty of the Sergeant at Arms:
a) To attend all meetings of the Society and maintain order at these meetings. This will include general membership, Special and Board of Directors meetings.
b) To be the Official Parliamentarian at all meetings of the Society.
It shall be the duty of the Board of Directors:
a) To maintain minutes of all proceedings of their meetings, the names of all members who attend, the vote of each member cast in person or received at or prior to the meeting by mail or otherwise, on any matter requiring action of the Board of Directors. In the absence of the President it shall elect its own temporary chairman and it shall otherwise provide for its own operation.
b) To interpret and execute the provisions of the Constitution and By-Laws.
c) To remove any officer of the Society or any member of any of its committees for misfeasance, malfeasance or nonfeasance of duty by an affirmative vote of not less than eight (8) members of the Board of Directors.
d) To expel members as provided in Article III, Section 5 of the By- Laws.
e) To temporarily fill any vacancy in any office of the Society, except that of President, and in any committee thereof pursuant to Article II, Section 8 of these By-Laws.
f) To appoint members of the Society to the various committees. (No member of the Society will serve on more than one committee at any one time, unless approved by the President or a majority vote of the Board of Directors.)
g) To select and appoint a Membership Committee, which shall be composed of three (3) Members of the Board of Directors.
h) To select and appoint, by September 1st of each year, a Nominating Committee, which shall be composed of three (3) Members of the Board of Directors, who preferably shall be Past Presidents of The Society.
i) To select and appoint an Ethics and Grievance Committee that shall be composed of three (3) members in good standing.
j) To select and appoint any new committee as the President and/or the Board of Directors may determine to be in the best interests of The Society.
k) To approve and authorize all expenditures in excess of $1,000.00.
l) To do all things deemed by it to be necessary or expedient to control and manage the affairs and properties of the Society and to protect the interest of the general membership as such.
It shall be the duty of the Membership Committee:
a) To elect its own chairman and clerk and to otherwise provide for its own operation.
b) 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.
c) 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.
d) To notify the President and Treasurer of the Society of the selection of a candidate as a proposed member.
It shall be the duty of the Nominating Committee:
a) a) To elect its Chairman and otherwise provide for its own operations.
b) To advise the Secretary of the Society in advance of the time and place of each meeting, and to promptly furnish him with the minutes of such meeting.
c) To nominate from the full members in good standing candidates for election to each of the offices referred to in Article IV of the Constitution and to the Board of Directors.
d) To submit in writing the names of its nominees to the Secretary no later than the first day of October, or the October Regular Membership Meeting, whichever is later, of each election year to be published in that month’s Newsletter for the Membership, or on The Society's Web site.
Nomination of candidates for election to all positions referred to in Article IV of the Constitution including those of the Board of Directors, shall be voted by a majority of the members of the Nominating Committee.
In addition to nominations made by the Nominating Committee in accordance with Section 1, nominations for office may be made from the floor at a regular meeting of the Society in the month of November by any full member in good standing, and such nominations must be seconded. All nominees must be full members in good standing at the time of nomination.
A member not present may have his name placed in nomination in writing by the member nominating, if the member nominating shall have knowledge and consent in writing of the member placed in nomination.
Nominations made from the floor shall appear on the ballots in the order of their receipt.
The Nominating Committee is to have full charge of the printing of the Official Ballots used at the annual election. The names of all members nominated by the Nominating Committee shall be published in the November monthly bulletin, or on the official Web site of The Society.
Election of the Officers and Members of the Board of Directors shall take place at the Annual Meeting of The Society, in November of each election year. Any FULL Member, wishing to vote and unable to attend the Annual Meeting, may vote by either sending said ballot via US Mail or e-mail, to the Chairman of the Nominating Committee, at least 72 hours prior to the Annual Meeting of The Society.
Those members in good standing at the time such ballots are counted who received the highest number of votes for each of the offices referred to, shall be elected to those offices respectively, and such members in good standing as have received the highest number of votes for the Board of Directors shall be elected to the Board of Directors.
All elected Officers and Directors shall assume the duties of their respective offices on January 1st of the new year; 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.
Should the President resign or his or her office otherwise become vacant during the term for which he was elected, the Chairman or Chairwoman of the Board shall immediately succeed to that office; unless, the Chairman or Chairwoman of the Board is not able to retake said President's office; in that case, the First Vice President shall immediately succeed to that office. The Second Vice President shall immediately succeed to the office of the First Vice President. The Board of Directors shall select and appoint a full member in good standing to assume the office of Second Vice President and to serve as such for the remainder of the term for which the Second Vice President was elected. Should any other officer of the Society, other than the President, or any members of the Board of Directors resign or his office otherwise become vacant by reason of death, disability or inability to function or perform the duties required of him during the term for which he was elected or appointed, the Board of Directors shall elect and appoint another full member qualified as to good standing and otherwise to assume such office or committee membership and to perform the duties thereof during the unexpired portion of the term of such office.
In the event that any candidate for office shall run unopposed, the Secretary, or any Member of The Board of Directors in the absence of the Secretary, upon unanimous vote of all full members in good standing and present at the annual meeting, shall enter one vote in favor of the candidate’s election into the minutes of the meeting and the candidate shall be elected to his office without need of formal balloting.
A candidate may apply for membership by completing the on-line application on the spionline.org Web site, or by mailing, e-mailing, or handing a completed application to any member of the Board of Directors of The Society. The application, however received, if sponsored by a member in good standing but not otherwise, shall be promptly submitted to the Committee on Membership, who after due and deliberate consideration of the merits of such application shall make appropriate recommendation. If a candidate’s application is either signed or an accompanying e-mail provided, by a member of the Board of Directors, the candidate shall at that point be accepted into membership, without the need for Membership Committee investigation, vote or other action.
If a majority of the members of the Board of Directors shall vote in favor of said applicant, the applicant shall be declared elected. No rejected applicant may reapply for membership within one year from the date of such rejection and upon being twice rejected, said applicant will be ineligible for reapplication.
A rejected applicant shall have the opportunity to appear before the Board of Directors with or without his sponsor, as he shall elect to answer to the cause of his rejection. He may also select a representative to appear on his behalf, if he is unable to appear or chooses not to make an appearance.
Applicants who are unsponsored shall submit their application to the Membership Committee, which shall timely commence a thorough inquiry into their suitability for membership in the Society. The inquiry shall include a thorough verification of the background of the applicant prior to vote of the Committee and referral to the Board of Directors for their action.
The Chairman of the membership Committee shall immediately upon acceptance of an applicant for membership, notify the Secretary of the Society who shall thereupon enroll such applicant as a proposed member and shall notify him of such enrollment. The Chairman shall also notify the web master of The Society.
Resignations from the membership in the Society shall be in writing addressed to the Secretary.
Members who are in arrears in payment of dues, assessments or other financial obligations to the Society for a period of one year shall ipso facto 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 same manner as a new application as provided for in Section I herein. However, for such application, the initial application fee shall not be required provided, further, that such reapplicant shall be required to pay in addition to the annual dues for the current year, a reinstatement fee as determined by the Board of Directors. A member who is in forfeiture will be notified by the Secretary, Treasurer or President, of the Society thirty (30) days prior to the effective date of the forfeiture.
A member shall automatically lose good standing in the Society for any of the following reasons:
a) Non-payment of dues, assessments or other obligations to the Society when due and payable.
b) Upon suspension by the Board of Directors.
By a majority, of not less than five (5) votes of the Board of Directors, said Board may suspend or expel, from membership of the Society any member who, to their satisfaction, has been shown to be guilty of conduct prejudicial to the good name or best interests thereof, or who has exhibited traits of character or conduct inconsistent with such membership; provided, however, that no member may be so expelled without being afforded an opportunity, after due notice by mail to the address on record, to defend and explain his position whether in his own behalf or vicariously through any other member.
The annual dues shall be determined by the Board of Directors and shall be payable to the Treasurer. All persons, making application for membership in The Society shall be required to pay an initiation fee, as determined by the Board of Directors. The initiation fee can be waived by the President, when a member is recruited because their special skills, talents, abilities or position would be a special benefit to The Society. Any member joining after August 1st shall be considered paid in full for the next membership year, beginning in January.
The Membership Committee shall not consider any application for membership to the Society unless the application is accompanied with the payment of the initiation fee and the annual dues as provided heretofore.
All assessments shall be proposed by the Board of Directors and shall be passed only by a majority vote of the Board of Directors present at any meeting of the Committee.
Section 1
The Constitution and/or 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.
Robert’s Rules of Order (most current) shall be the parliamentary authority and shall govern on all matters not covered specifically in or by implication from provisions of the Constitution or By-Laws of the Society.
These By-Laws may be suspended in case of emergency by the majority vote of all those present at a regular meeting 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.
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.
These revised Constitution & By-Laws were ratified by Unanimous Vote of the Membership present at the Annual Meeting on November 21, 2002.
CODE OF ETHICS
SOCIETY OF PROFESSIONAL INVESTIGATORS, INC.
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The Society being aware that members mandate the highest quality of investigative activities, demand that acceptance into the Society, and membership therein, is contingent upon the following Code of Ethics, which is based upon the NCISS Code of Ethics. This change of the Code was made on 9/20/2006, by unanimous vote of the Board of Directors, to be in compliance with a Nationwide effort to standardize our professional ethics. To report a violation of the Code of Ethics, contact the Ethics Chairperson. The members of SPI have joined together in agreement that all work and professional relationships must be of the highest ethical and moral standards. Members shall provide professional and competent services to all clients. This code of ethics constitutes those values agreed to by the members, by virtue of their membership in SPI. This code is to be honored and practiced as a guideline for all professional activities.
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Failure to maintain this code may result in punitive action by the Society.
OBJECTIVES, AIMS AND PURPOSES
SOCIETY OF PROFESSIONAL INVESTIGATORS, INC.
IN THE INTEREST OF THE COMMUNITY AT
LARGE AND THE GENERAL PUBLIC:
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.