Arizona Association of Licensed Private Investigators
An Arizona Nonprofit Corporation
AALPI was formed to preserve, protect and defend the private investigation industry from encroachment by legislative and regulatory forces: promote the highest standards of operation and practices; advance among members of the industry a spirit of cooperation; promote mutual trust, good will and fellowship among private investigators; and stimulate a union between the industry and persons engaged in allied professions, those engaged in law enforcement, and the public.
Section 1. Name
The name of the association shall be Arizona Association of Licensed
Private Investigators (also known as the “Association”). The abbreviated of the association name shall be AALPI. AALPI is a nonprofit corporation organized under the laws of the State of Arizona.
Section 2. Known Place of Business
The known place of business of AALPI, as required by A.R.S. § 10-3501 is to be maintained within the State of Arizona, may, but need not be identical with the office of its statutory agent in the State of Arizona. The address of the known place of business may be changed from time to time by the Board of Directors and published on the AALPI website.
Section 3. Official Notification
a) The official form of notification to the membership for all AALPI related business shall be the AALPI website.
b) E-Mail shall be an alternative method of notification to members of any Association business. Members are charged with the responsibility to keep AALPI updated with current Internet contact information. If a member has no e-mail access or any other special need, the member shall notify AALPI of their needs and AALPI shall make any reasonable accommodations.
Section 4. Official Publication
a) The official publication of the Association shall be known as "The Chronicle" or such other title as approved by the Board of Directors.
b) The AALPI Editor, appointed by the President, shall be responsible for the preparation and distribution of the Association Official Publication.
c) The AALPI Chronicle shall be prepared and distributed to all members and to such other individuals or entities that the Board of Directors designates via any media designated by the Board of Directors.
Section 5. Official Emblem
The official emblem of the association shall consist of a circle with the words "ARIZONA ASSOCIATION LICENSED PRIVATE INVESTIGATORS" written within the outer boundaries of the circle, forty-one pyramids based on the outside of the circle, side by side, arranged in a symmetrical pattern with the abbreviation "INC." at the bottom of the circle. Within the smaller circle under the words, "ARIZONA ASSOCIATION PRIVATE INVESTIGATORS" shall be an outline map of the State of Arizona with the figure of the symbol of justice bearing the scales in one hand; the words "JUSTICE TRUTH INTEGRITY" arranged horizontally within the outline map of the state; and resting on one of the inner circles will be the words, "DEDICATED TO PROFESSIONALISM."
Section 7. Official Seal of the Association
The corporate seal of the association shall bear the name of the association and the year and state of its incorporation. The corporate seal of the association shall be maintained by, and held in the custody of the AALPI Secretary.
Section 8. Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31.
Section 9. Policies and Procedures Page
The Board of Directors is hereby empowered to establish operational policies and procedures to administrate the business of the Association. The Policies and Procedures Page(s) may be added to or have items removed, from time to time, by a two-thirds (2/3rds) majority vote of the Board of Directors.
ARTICLE II OBJECTIVES
Section 1. Objectives of the Association
a) Advocate professionalism, education, and ethical standards within the industry.
b) Monitor and react to legislative events that will negatively impact the industry.
c) Proactively pursues legislative and regulatory agendas, which will support and improve the industry, at every level of government.
Section 1. Definitions
There shall be the following classes of membership in AALPI.
a) Full Member; open to all person(s) who meet the eligibility
requirements set forth by the appropriate department of any state, federal, or foreign governmental entity, to conduct private investigations within their respective jurisdictions. Only Full Members licensed in the State of Arizona shall be able to vote, be on the Board of Directors of the Association, or serve as an Officer of the Association.
b) Limited Member; open to any principle, including corporate officers, LLC members, partners, limited partners, or any employee of any licensed investigation agency in the state of Arizona or any other jurisdiction and investigators who by virtue of their employment are not required to be licensed under Arizona Law.
c) Affiliate Member; open to all persons engaged in a profession or occupation related to private investigations, or who exhibit and express an interest in furthering the standards and objectives memorialized in the preamble or Article II of these bylaws.
d) Student Member; open to all students of any accredited university, college, or private school enrolled in a course of study which is related to the field of investigations.
Section 2. Application for Membership
a) The Board of Directors shall prescribe the form of membership application.
b) Membership applications shall be made available to perspective members via the Association web site or upon request of the perspective member via direct mail.
c) The Board of Directors shall post the administrative procedures to process the membership application on the AALPI website.
d) Completed Membership applications are subject to review and recommendation by the Membership Committee.
e) Applicant's names shall be published on the AALPI website and voted upon by the Board of Directors at the first meeting after publication.
f) A simple majority of Board Members present and voting at that meeting shall be sufficient to approve an applicant for membership
g) Any false statements made on the application form shall be evidence of integrity issues and shall forever bar the applicant from membership.
h) Notification of membership denial shall be sent to the applicant’s address of record by Certified letter via the US Mail.
i) Members who wish to address the Board of Directors for the purpose of presenting information regarding an applicant shall notify the Board in writing of their desire to appear and the issues to be presented at least ten days prior to the date scheduled to consider the applicants membership. Members wishing to address the Board shall be recognized for a reasonable amount of time for that purpose.
Section 3. Appeal of Denied Membership
a) An applicant who has been denied membership may appeal to the Board of Directors for a hearing on the issue(s) of denial.
b) The applicant must notify the Board of Directors of the applicant's intent to appeal by Certified letter via the US Mail and request to be heard by the Board of Directors within 15 days of the notification of denial.
c) Upon notification of appeal the Board of Directors shall allow the applicant an opportunity to address the Board at the next scheduled meeting of the Board of Directors.
d) After the appeal is heard a 2/3 majority of the Board Members present and voting shall be required to override a previous membership denial.
Section 4. Member Rights and Privileges
a) Each Full Member of AALPI, licensed in Arizona, shall be equal with respect to voting rights and be allowed one (1) vote each on issues that require the vote of the general membership.
b) Only Full Members licensed in the State of Arizona shall be able to be on the Board of Directors of the Association, or serve as an Officer of the Association.
c) Each Full Member shall have the right to serve on any standing or special committee appointed by the President.
d) A benefits section listing the benefits and added value(s) of membership shall be part of the policies and procedures page(s). These benefits of membership may be added to or removed from time to time by a two-thirds 2/3rds majority vote of the Board of Directors.
Section 5. Permitted Use of Emblem by Members
a) The official emblem of the association shall be used for official AALPI business only. Members in good standing shall be permitted to use the official emblem or association name in business advertising, on business cards, on stationery, and in websites that are directly related to the member's Private Investigation business.
b) The Board of Directors may in their sole discretion and for good cause showing, prohibit any member from using the Association emblem or name including in those instances permitted above.
Section 6. Membership year
a) Membership shall be based on the Association’s fiscal year beginning on January 1 to December 31
b) Membership dues are due and payable by January first (1st) of each year.
c) Membership privileges shall be suspended if the member's annual dues are not paid by January 31.
d) Membership in AALPI shall be terminated if the member fails to renew his or her membership by March 15.
e) If a member's membership has been terminated pursuant to Section 6(d) the member shall be required to re-apply to the Association.
Section 7. Termination of Membership
a) Membership in AALPI is a privilege that may be terminated for cause by order of the Board of Directors.
b) Termination of membership shall require a 2/3 majority of the Board of Directors voting at the Meeting in which the matter is to be considered.
c) Members being considered for termination shall be called to appear before the Board of Directors and advised of the reason(s) the member is being considered for termination.
d) A member being considered for termination shall have 30 days from the date of the meeting in Section 7-(c) to respond to the matter(s) that serve as the basis for consideration of termination.
e) The Board of Directors may meet at any time after receipt of the member's response to consider board action.
f) If terminated, members shall have 30 days to request reconsideration by the Board of Directors. Requests for reconsideration shall be made in writing and outline the grounds for reconsideration. The Board of Directors may reconsider the member's termination based solely on the merits of the written request for reconsideration to the Board.
Section 1. Dues Amount
a) The Board of Directors shall consider and set the amount of dues during the October meeting each year. New membership rates shall become effective upon renewal of memberships on January 1st of the successive year.
b) New members approved during the year shall be required to pay a prorated membership fee. This fee is based on the fiscal quarter in which they have been approved for membership. Regular dues shall go into effect beginning on the first (1st) day of January of the successive year.
Section 2. Dues Paid to Treasurer
a) Annual dues are to be paid to the Treasurer and be deposited into the Association general operating bank account.
OFFICERS DUTIES AND RESPONSIBILITIES
Section 1. Officers identified
a) Elected officers of the Association shall also serve as the members of the Board of Directors and consist of:
5) Sergeant at Arms
6) Member at Large
7) Past President
b) The names of elected officers of the association shall be listed on the annual report to the Arizona Corporation Commission and on the AALPI website and stationary.
c) All Officers of the Association shall serve without compensation but may be reimbursed for actual authorized expenses incurred on behalf of the Association.
Section 2. President
a) The President shall be the chief executive and chief administrative officer of the association.
b) The president shall:
1) Exercise general supervision over the business affairs, interests, and welfare of the association;
2) Shall appoint all standing committee chairmen and such special committees as deemed necessary:
3) Be an ex officio member of all committees.
4) Preside over all meetings of the Association and of the Board of Directors.
5) Make a report to the membership at the annual meeting of the association.
c) The President or their designee shall be responsible for any and all corporate filings of the Association required by the State of Arizona.
Section 3. Vice-President
a) The Vice-President shall assist the President in the exercise of the duties of that office.
b) The Vice President shall in the absence of the President preside over all meetings of the Association and the Board of Directors and shall perform any and all duties specifically delegated by the President.
Section 4. Secretary
a) The Secretary or their designee shall;
1) Keep an accurate account of the minutes of all meetings of the association. Minutes shall be sent out to the Board of Directors and Officers of the Association within two weeks of the adjournment of each meeting.
2) Receive and answer all communications addressed to that office or that may be submitted to that office for this purpose by officers of the association.
3) Be responsible for the custody and maintenance of all association records; and
4) Perform such other duties as may be required by the board of directors.
Section 5. Treasurer
a) The Treasurer, or their designee who shall be approved by the board of directors, shall:
1) Keep a complete and accurate record of all funds received and shall issue receipts when required.
2) Deposit all funds received in an insured depository of the Treasurer's selection in the name of the association.
3) May cause an audit to be conducted thirty days prior to the end of the calendar year by a committee appointed by the President for such purpose.
4) Report all funds received and distributed at each regular business meeting of the association; and
5) Deliver all money, books, papers, records and other association property to a successor, within thirty days.
b) The Treasurer shall perform such other duties as required by the Board of Directors.
c) The Treasurer shall be bonded at association expense in a sum not less than five thousand dollars ($5,000.00) unless a majority vote of the Board of Directors waives such requirement.
d) The Board of Directors may at any time order an audit of the Association financial records.
Section 6. Sergeant at Arms
a) The Sergeant at Arms shall:
1) Assist the President as directed in keeping order at all meetings:
2) Receive and maintain ballots cast in elections requiring such maintenance in accordance with these Bylaws and authenticate the tally;
3) Provide for the presence of the American flag and ensure its proper display at all association meetings.
Section 7. Member at Large
a) The Member at Large shall have no designated reoccurring responsibilities however, is encouraged to assist other officers in the discharge of their duties.
b) The Member at Large shall serve without compensation.
Section 8. Past President to Serve as Ex-officiate Board Member
a) The immediate Past President shall have the right to serve on the board as a voting member during the Presidency of the Active President.
Section 1. Term Limits
No Officer shall hold the same elected office for more than two (2)
consecutive terms. Officers appointed to a position shall serve until the next
Annual Election. Officers appointed to such positions shall not have time
served in that position count as any part of a term limits calculation.
Section 2. Elections: when and where held
Officers and Directors shall be elected by the plurality of votes cast by the membership present at the Annual Meeting of the Membership including all valid absentee ballots and shall take office at the end of the Annual Meeting.
Section 3. Term of Office
Officers shall be elected for a term of two (2) years. b) The President, Sergeant at Arms, and Secretary shall be elected to a term of office commencing at Annual Meeting of even numbered years while Vice President, Treasurer, and Member at Large shall be elected to a term of office commencing at Annual Meeting of odd numbered years.
Section 4. Official Ballot Recognized
a) For the purpose of the election of Officers and Directors, voting in person or by official absentee ballot shall be the only recognized voting instruments.
b) An absentee ballot may be requested as necessary from the Secretary and the sealed ballot must be in the hands of the Sergeant at Arms prior to the opening of the ballots at the Annual Membership Meeting of the Association.
c) Requests for absentee ballots shall be made available to members via the website no later than 45 days prior to the election date.
BOARD OF DIRECTORS
Section 1. Board of Directors Composition
The Board of Directors shall be composed of all of the officers of the Association.
Section 2. Board of Directors Meeting Protocol
All meetings of the Association shall adhere to the rules set forth in Robert's Rules of Order.
Section 3. Authority of the Board of Directors
a) The Board of Directors shall be recognized as the sole governing body of the association, subject to the provisions of these Bylaws.
b) The Board of Directors shall act in an executive capacity and vote on any relevant issues and matters which require action at any annual, regular or special meeting of the association.
c) The Board shall establish policy governing the conduct of its own affairs and shall alter its procedures in its sole discretion, providing such procedures are not inconsistent with these Bylaws.
d) A majority vote of the Directors present and voting shall be binding on the Association.
c) Board Members shall have one vote each.
Section 4. Removal from Office
a) The Board of Directors may declare the office of any Director vacant who fails to attend two consecutive meetings of the Board without prior approval of the President.
b) The Board may remove from office, any officer or Board member who fails to perform his or her duties as outlined in ARTICLE V OFFICERS DUTIES AND RESPONSIBILITIES.
c) The Board may remove from office any Director upon a finding that he or she has engaged in conduct detrimental to the good name, reputation, business interests, or administration of the Association.
d) No Director is authorized to incur any debt or obligation on behalf of the Association unless the Board has previously approved such debt or obligation. Such an infraction shall be cause for removal.
e) No Director shall use Association funds for personal use. This is to include the use of any Association checking accounts, credit cards, or debit cards. Any Director found taking such actions shall be called upon to resign from office, replace such funds and may face criminal charges.
f) The removal of any Director or Officer from office shall require a 2/3 vote of the remaining Board members at a meeting called for such an action.
Section 5. Resignations
a) A Director or Officer may resign at any time by delivering written notice to the President or the Secretary. Such resignation takes effect when the notice is delivered, unless the notice specifies a later effective date.
b) If it is the President that resigns, the Vice President shall fill the vacancy until the next Annual election.
Section 6. Vacancies
If a vacancy in the Board of Directors exists, the President shall, with the advice and consent of the Board of Directors, appoint a member to fill the vacancy until the next regular election. The appointed Officer shall enjoy the same authority and responsibility of the duly elected Officer.
Section 7. Board of Directors Meetings
a) Regular Board of Directors meetings shall be held on the second Saturday of the month or as decided by majority vote of the Directors at regular meeting. Date and place of such meetings will also be decided by a majority vote of the Board.
b) Special meetings of the Directors may be called by the President, or by one third of the directors. The President or the Secretary shall send either written or electronic notification to each director at least five (5) days before any special meeting. In addition to time, date, and place, the general nature of such special meeting shall be specified.
c) Both special and regular meetings may be held by means of teleconference, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Their participation in such a meeting is to constitute their presence in person.
Section 8. Attendance at Meetings
a) Active participation at regularly scheduled and special meetings of the Board of Directors is compulsory for all Officers and Directors unless excused with prior approval by the President.
b) Active participation shall mean; Personal attendance, teleconference, videoconference, or other methods of communication approved by the Board of Directors and remain actively involved for a majority of the meeting.
c) An Officer or Director who incurs two successive unexcused absences shall be automatically terminated from office.
Section 9. Quorum
The presence in person, by telephone, or by written proxy of a majority of the Directors shall constitute a quorum for the transaction of business. In emergency circumstances (as determined by the President) action maybe taken pursuant to a telephone poll of the Directors, provided that any such action is ratified at a special meeting called for as soon thereafter as is feasible.
Section 10. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors, individually or collectively, consent; and shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent shall be filed with the minutes of the proceedings of the Board of Directors.
LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability
The Board of Directors, Officers and Committee Members of the Association shall be immune from personal liability with respect to all acts done and actions taken in good faith within the scope of their authority. The private property of the Board of Directors, Officers and Committee Members of the Association shall be exempt from debts and other liabilities of the Association.
Section 2. Conflict of Interest
The Board of Directors shall adopt a policy regarding transactions between the Association and interested persons, including but not limited to the sale, lease or exchange of property to or from interested persons and the Association, the lending or borrowing or monies to or from interested persons by the Association or payment of compensation by the Association for services provided by interested persons. For the purposes of this Article, “interested person” means any director, officer, or member of a committee with board delegated powers, or any person in a position to exercise substantial influence over the affairs of the Association, who has a direct or indirect financial interest in the transaction under consideration.
Section 3. Indemnification
The Association shall indemnify any and all of its existing and former Board of Directors, Officers and Committee Members to the fullest extent permitted by Section 10-3851 of the Arizona Nonprofit Corporation Act. If the Arizona Nonprofit Corporation Act is amended to authorize broadening the Association’s ability to indemnify its existing and former Board of Directors, Officers and Committee Members of the Association shall indemnify the Board of Directors, Officers and Committee Members to the fullest extent permitted by the Arizona Nonprofit Corporation Act as amended.
COMMITTEES, APPOINTMENTS AND DUTIES
Section 1. Authority of President
a) The President shall appoint a Chairman for each standing committee, to serve the association for the term of his or her office.
1) Each Chairman shall have the authority to appoint a Vice Chairman if needed and committee members.
b) The President shall have the authority to appoint an ad-hoc committee and Chairperson as necessary.
Section 2. Appointments
a) Standing committee appointments shall be published at the earliest possible time on the web site.
Section 3. Standing Committees
a) There shall be the following standing committees:
Section 4. Duties of Standing Committees
a) Legislative Committee
The Legislative Committee shall study, draft, and prepare bills, ordinances and resolutions representing the association's position on issues for local, state and federal legislative and or regulatory governmental agencies charged with the administration of matters of interest to the association. Further, the Legislative Committee shall be responsible for informing association members and or other committees of proposed industry regulations or legislative matters of interest.
b) Membership Committee
The Membership Committee shall have charge of all matters pertaining to the procurement of new members and shall thoroughly investigate all applicants for membership who have not been vetted by The Arizona Department of Public Safety and further, recommend to the Board of Directors approval or denial of membership for just cause.
c) Media Committee
The Media Committee shall be responsible for the content of the Association website and the Chronicle.
Section 1. Employees
The Board of Directors may from time to time employ temporary employees as may be required to accomplish the necessary needs of the Association. All such employees shall serve at the pleasure of the Board and may be terminated at any time, with or without cause.
Section 1. Definition
Meetings are defined as any gathering of association members for the purpose of transacting association business via any of the following methods; Personally attended at a designated physical location, internet communication, conference call, or any combination these options.
Section 2. Meeting Protocol
All meetings of the Association shall adhere to the rules set forth in Robert's Rules of Order.
Section 3. Date, Time, and Location
The Board of Directors shall establish the date, time, and location of all Board of Directors, Annual Membership, and Special Meetings.
Section 3. Designated Chair
The President of the Association and shall preside over all meetings of the association and of the Board. In the President's absence, the presiding officer shall be the Vice-President, Secretary, Treasurer and Sergeant at Arms, in that order.
Section 4. Annual Membership Meeting
An annual membership meeting of the association shall be held each year during the month of January at a place designated by the President. The meeting will be held for the purpose of electing and installing officers and directors for the ensuing year.
Section 5. Special Meetings
a) Special Meetings of the Association may be called by the President to transact any business of the Association deemed appropriate, providing timely notification (at least 15 days) is provided to all members in good standing stating the time and location of the meeting and the purpose of the meeting.
b) Any four (4) officers of the Association may call a special meeting of the Association to transact business of the Association deemed appropriate, providing, timely notification (at least 7 days) is provided to all members in good standing stating the time and location of the meeting and the purpose of the meeting.
c) The President shall schedule a special meeting of the association upon written request signed by 20 of the members in good standing who shall state the time and location of the meeting and the purpose of the meeting.
Section 6. Board of Directors Meetings
a) Regular Board of Directors meetings shall be held on the second Saturday of the month or on such date, times, and place as decided by majority vote of the Directors at regular meeting.
b) All classes of membership may attend the Board of Directors' meetings. Membership may not participate in the Board of Directors' meetings, and will be limited to observation only, unless invited by the presiding officer to do so.
c) Non-members may not attend Board of Directors' meetings, unless invited by the Presiding Officer.
d) Both Board of Directors and Special meetings may be held by means of teleconference, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Their participation in such a meeting is to constitute their presence in person.
AMMENDMENTS AND REVISIONS
Section 1. Revisions.
a) These Bylaws may be amended or revised at any meeting of the Association by a two thirds (2/3) majority vote of the members in good standing present or represented by absentee ballots.
b) Proposed amendments shall be posted on the AALPI web site for fifteen (15) days prior to the meeting in which the amendments shall be voted on and each member shall be noticed via e-mail of the impending vote.
These Bylaws replace any previous Bylaws and Amended Bylaws of the Arizona Association of Licensed Private Investigators, an Arizona nonprofit corporation, and become effective as of the date signed below. Including this signature page, there are a total of 8 articles and 12 pages.
The foregoing amended Bylaws were passed and adopted by the AALPI Membership on the 5th day of December, 2015.
_____________________________________ AALPI Secretary
State of Arizona )
County of Maricopa)
On this the 9th day of January, 2016, before me, personally appeared, and proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same for the purposes therein stated.
Witnessed by my hand and official seal
Daniel J. Bekins
My commission expires 31 May 2016