CALIFORNIA ASSOCIATION OF LICENSED INVESTIGATORS, INC.
as adopted by the
on January 20, 1968 at Hawthorne, California
and as amended by the
on June 27, 1992 in Newport Beach, California
and as amended by the
on June 28, 2007 in San Francisco, California
and as amended by the
on June 30, 2008 in Costa Mesa, California
and as amended by the
on June 12, 2009 in Burlingame, California
and as amened by the
on 26, 2011 in Reno, Nevada
Table of Contents
Article I – NAME
Article II - PRINCIPAL OFFICE
Article III - PURPOSE
Article IV - SEAL and EMBLEM
Article V - MEMBERSHIP
Article VI - DUES and ASSESSMENTS
Article VII - DISTRICTS
Article VIII - ANNUAL BUSINESS MEETING
Article IX - OFFICERS and DIRECTORS
Article X - BOARD OF DIRECTORS
Article XI - DUTIES OF OFFICERS
Article XII - APPOINTMENTS and COMMITTEES
Article XIII - MANAGEMENT
Article XIV - DISCIPLINE
Article XV - INDEMNITY and INSURANCE
Article XVI - AMENDMENT OF THE BYLAWS
Article XVI - DISSOLUTION
ARTICLE I - NAME
- The name of this association is the California Association of Licensed Investigators, Inc. The association is a nonprofit mutual benefit corporation.
ARTICLE II - PRINCIPAL OFFICE
2.01 Principal Office.
- The principal office of the Association shall be at a location designated by the Board of Directors.
ARTICLE III - PURPOSE
- The purposes of the Association include: a) engaging in any lawful act or activity for which a corporation may be organized; b) advancing the professions of licensed investigators and private patrol operators; c) articulating and advocating the needs and interests of the professions before legislative, administrative, and judicial branches of local and state governments; d) cooperating on behalf of the professions with persons and firms directly and through their Associations in matters involving the business and governmental affairs of the professions; e) promulgating policies and conducting activities for the betterment of all those involved in some aspect of the professions.
ARTICLE IV - SEAL AND EMBLEM
- The Official Seal of the Association shall be a circle with the date of incorporation, with the CALI emblem within the circle.
- The Official Emblem of the Association shall be of the following design: Inside a full circle is an outline of the State of California containing the initials CALI, with the words TRUTH and JUSTICE on either sides of the State outline.
4.03 Use of Seal.
- Use of the seal, emblem, name, initials, and other symbols of the Association, as approved by the Board of Directors, is a privilege of membership and may be used only by members. Upon termination of membership, use of seal, emblem, name, initial, and other symbols of the Association shall be discontinued.
ARTICLE V - MEMBERSHIP
5.01 Class of Membership.
- The Association shall have the following classes of membership: active, associate, affiliate, service and industry, student, life, and honorary.
5.02 Active Membership.
- Any Qualified Manager who is licensed by the State of California to practice Private Investigations or Private Patrol Operations shall be eligible for active membership. The membership is taken as an individual and is not transferable. Active members shall have the right to vote and hold office, to include the position of District Governor. Non-resident members may not hold office.
5.03 Associate Membership.
- Any individual who resides in, or whose principal place of business is outside the state of, California who is qualified under the respective laws or regulations to operate as a Private Investigator or Private Patrol Operator shall be eligible for associate membership. Associate members shall have the right to vote. Associate members shall not have the right to hold office, to include the position of District Governor.
5.04 Affiliate Membership.
- Any individual who does not qualify for Active or Associate membership, but who is an employee or a non-Qualified Manager, officer, owner or partner of a licensed private investigator or private patrol operator or is an employee of a state, federal, county, municipal, or proprietary agency exempted for licensure is eligible for Affiliate membership. Affiliate members shall not have the right to vote or hold office, to include District Governor.
5.05 Service and Industry Membership.
- Any individual who provides services and/or materials relating to the investigative or private patrol industries is eligible for service and industry membership. Service and industry members shall not have the right to vote or hold office, to include District Governor.
5.06 Student Membership.
- Any individual who does not qualify for Active, Associate or Affiliate membership, but who is currently enrolled in a private or state university, community college or private accredited vocational institute and undertaking a course in criminal justice and/or private investigation discipline may be eligible for Student membership. Student members shall not have the right to vote or hold office, to include District Governor. Student members shall not have access to the association listserv or be provided a membership directory.
5.07 Life Membership.
- Active or associate members who have reached the age of seventy years, and who have maintained their membership for at least ten (10) years immediately preceding application for life membership, shall be entitled to a waiver of all regular dues commencing with the first renewal period following their seventieth birthday and upon completion of ten (10) years active or associate membership. Maintenance of PI or PPO licensure is not required to retain life membership status. Life members shall have the right to vote. Life members shall not have the right to hold office, to include the position of District Governor.
5.08 CALI Affiliated Specialty Associations.
- An honorary membership may be granted by the Board of Directors. It is limited to name only and carries no privileges of membership. Honorary memberships may be revoked at any time by a majority vote of the Board of Directors. The Board of Directors may designate non-competing organizations of investigative and/or legal specialization fields as CALI Affiliated Specialty Associations. Examples of such organizations which are illustrative rather than restrictive, include associations of criminal defense investigators, fraud examiners, document examiners, and other expert witnesses. The Board of Directors may make policies and rules governing the extent of participation in programs and activities of CALI, including but not limited to setting discounts and/or incentives to join CALI in other membership categories, regulations concerning participation of a CASA in legislative programs and activities, and participation in CALI member benefit programs. Members of a CASA shall not have a vote at any CALI district or statewide meeting and may not hold any office in CALI as a Director, Officer or Governor unless they are also Active or Associate members meeting the appropriate criteria under Sections 5.02 or 5.03. The Board of Directors may make rules permitting members of a CASA to serve on CALI committees as non-voting members.
5.09 Obligations of Membership.
- Each member of the Association agrees to be bound by these Bylaws and amendments thereto, and by the lawful actions of the Board of Directors or voting members of the Association.
5.10 Membership Plaques and Certificates.
- Membership plaques and certificates are the property of the Association and must be returned to the Association upon termination of membership.
5.11 Member Liability.
- Except as provided in Section 9.11 of these Bylaws, entitled "Publication of Material Soliciting Votes," no member of the Association shall be personally or otherwise liable for any of the debts, and/or obligations of the Association.
5.12 Compensation and Expenses.
- Members of the Association shall serve without pay. The Board of Directors may allow a member actual and necessary expenses of Association business.
5.13 Association Records.
- All official correspondence, papers, and records in the possession of members when serving as officers, directors, or members of committees are the property of the Association.
5.14 Cessation of Membership.
- A membership shall terminate whenever any of the following events have occurred: a) resignation of member; b) annual membership dues are not paid 30 days from the members anniversary date assigned to the member by CALI. ; c) expulsion by the Board of Directors pursuant to Article XIV of the Bylaws.
5.15 Applications for Readmission by Disciplined Former Members.
- If a former member who has been suspended, placed on probation or otherwise disciplined by the Association reapplies for admission to the Association, that former member's application shall be submitted to the Board of Directors for consideration. In considering such an application, the Board of Directors shall make a determination as to the eligibility of the former member for readmission. The Board of Directors shall consider the former member's compliance with the terms of any previous suspension, probation or other disciplinary actions as a part of this determination. This determination shall also be based upon whether or not the readmission of the former member is in the best interests of the Association.
ARTICLE VI - DUES AND ASSESSMENTS
- The Board of Directors shall set the amount of annual dues for membership. The Board of Directors shall furnish to the membership annually through the Association newsletter, or general circulation to the membership, what the annual dues will be. This information shall be noticed to the general membership at least sixty (60) days before the beginning of the Association's fiscal year.
6.02 Payment of Dues.
- Membership dues are due and payable as follows: a. Dues are payable on
July 1 of each year for any member who joined CALI prior to June 30,
2012 b. Dues are payable each year on the member anniversary date if the
member joined CALI after June 30, 2012.
- The Board of Directors may levy such additional assessments as are necessary to carry out the activities of the Association, upon ratification of two-thirds (2/3) majority of the Directors voting.
ARTICLE VII - DISTRICTS
7.01 Definition of District.
- A "District” means a region created in the state of California and shall be referred to in these Bylaws as "District."
7.02 Creation of Districts.
- The Board of Directors shall determine the name, region, and number of Districts in the Association.
7.03 District Affiliation.
- Each member shall designate in writing to the principal office of the Association the District with which he or she chooses to affiliate.
7.04 District Meetings and Elections.
- Each district shall hold a minimum of four (4) educational meetings during the fiscal year, one of which shall be held in May of each year for the purpose of electing a District Director and Governor. The District Director may also serve as the District Governor. Eligibility for District Director and District Governor shall conform to membership and eligibility requirements as set forth in these Bylaws. Eligible voting members must be affiliated with the district in which they vote for District Governor or Director and must meet voting and eligibility requirements as prescribed by these Bylaws.
7.05 Compliance with Bylaws.
- Each District shall abide by all Bylaws of this Association and all resolutions of the Board of Directors.
ARTICLE VIII - ANNUAL BUSINESS MEETING
8.01 Annual Business Meeting.
- The Association shall hold an Annual Business Meeting on or before June 30 of each year, at a place determined by the Board of Directors.
- Twenty-five (25) voting members shall constitute a quorum.
ARTICLE IX - OFFICERS AND DIRECTORS
- The Officers are the President, Vice President of Administrative Services, Vice President of Investigative Services, Vice President of Security Services, and Secretary-Treasurer.
9.02 Board of Directors.
- The Board of Directors shall consist of not less than eleven (11) nor more than thirty (30) members, with the exact number to be fixed by the Board of Directors. The Board of Directors shall include the President, three Vice Presidents, Secretary-Treasurer, two Directors-at-Large, the Immediate Past President, and one Director from each District. The term of an Immediate Past President is one year past their service as President. The term of Immediate Past President will not extend beyond one year from their service as the President, even if the current President is re-elected to additional terms.
9.03 Election of Officers and Directors-at-Large by Written Ballot.
- The President, Vice Presidents, Secretary-Treasurer and Directors-at-Large shall be elected only by written ballot of the members. All Officers shall be elected annually and shall hold office for a one year term beginning on July 1 and ending on June 30 of the following year. Directors-at- Large shall hold office for a two year term beginning on July 1 and ending on June 30 of the second year. Notwithstanding the foregoing, any vacancy in an Officer position or Director-at-Large position resulting from dismissal, recall, withdrawal or otherwise, may be filled for the unexpired term by a person appointed by the Board of Directors.
9.04 Vote by Proxy and Cumulative Voting.
- No vote by proxy or representation shall be allowed. Cumulative voting shall not be authorized for the election of officers or directors or for any other purpose.
9.05 Eligibility for Office.
- To be eligible for the office of President, the candidate must have been an active member for no less than three years immediately preceding commencement of the term of office and have served on the Board of Directors no less than two years. Candidates for Vice President of Administrative Services, Vice President of Investigative Services, Vice President of Security Services or Secretary-Treasurer must have been an active member for no less than two years immediately preceding commencement of the term of office and have served on the Board of Directors no less than one year. Candidates for Director-at-Large, District Director or District Governor must have been an active member for one full year immediately preceding commencement of the term of office. No two members of the Board of Directors may be from the same agency.
9.06 Time and Place of Election.
- To be determined by the Board of Directors.
9.07 Nominations for Election to the Board of Directors.
- Any person qualified to be an Officer or Director-at-Large under Section 9.05 of these Bylaws may be nominated by the method of nomination authorized by the Board of Directors or by a petition, signed within eleven months preceding the last day of the time period specified by the Board of Directors for the return of ballots to the Association for the election of nominees for the position in question, by active voting members representing at least two percent (2%) of the voting power of the Association, and delivered to the CALI office prior to the date for the close of nominations. The date for the close of nominations for election to the Board of Directors shall be a date selected by the Board of Directors so that the results of each year's elections can be determined before the Annual Business Meeting. However, the date for the close of nominations for election to the Board of Directors shall not be less than 50 calendar days nor more than 120 calendar days before the expiration of the time specified for return of ballots to the Association, and shall be at least ten (10) business days prior to the date established by the Board of Directors for the printing and/or distributing of the written ballots for such election.
9.08 Solicitation of Ballots/Quorum.
- Ballots for the election of Officers and Directors-at-Large shall be solicited in a manner consistent with the requirements for giving notice of members' meetings in accordance with Section 7511 of the California Corporations Code. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified for the return of the ballots to the Association, equals or exceeds the quorum (see 8.02) required to be present at the annual business meeting. Solicitations for ballots for the election of Officers and/or Directors-at-Large shall (a) indicate the number of responses needed to meet the quorum requirement, (b) state the minimum votes that must be received by a candidate in order to be elected, and (c) specify the time by which the ballot must be received by the Association in order to be counted, which shall not be less than 25 days after the ballots are mailed to the members by the Association. A written ballot may not be revoked after it is received by the Association.
9.09 Ballot Requirements.
- The Association shall distribute by mail a written ballot to every member entitled to vote for Officers and Directors-at-Large. For the purposed of bylaw 9.07 through 9.11 "Mail" is defined as wither electronic means or U.S. Mail including e-mail, or through the CALI Website. The ballot shall (a) set forth the name of each nominee for election to the Board of Directors and (b) specify the position for which the nominee is a candidate. If the number of nominees for election exceeds the number that can be elected to the Board of Directors, the ballot shall provide the maximum number of nominees for which the member can cast an affirmative vote. If there is more than one nominee for any given position on the Board of Directors, the ballot shall provide that the member can cast an affirmative vote for only one of the nominees for such position.
9.10 Minimum Number of Votes Required for Election by Ballot.
- In order to be elected by ballot as an Officer or Director-at-Large, a candidate must receive a number of votes that is at least one-half of the quorum required to be present at a meeting of the members. The candidate(s) receiving the highest number of votes (but at least the number of votes required by the forgoing sentence) within the time specified by the Board of Directors for the return of ballots to the Association, up to the number of Directors-at-Large to be elected, or for an Officer position, shall be deemed to be elected and their term in office shall begin on July 1. The results of any election by ballot shall be announced at the following Annual Business Meeting of the members.
9.11 Publication of Material Soliciting Votes.
- The Association shall make available to all nominees for election, in some material published by the Association and mailed concurrently with the mailing of ballots to members, an equal amount of space, with equal prominence, for use by the nominee(s) for a purpose reasonably related to the election for which the nominee is a candidate. The procedures set forth in these Bylaws for the nomination and election of Officers and Directors-at-Large by ballot are intended to comply with Sections 7520 and 7523 of the California Corporations Code. Therefore, and notwithstanding any provision of these Bylaws specifically or implicitly to the contrary, any nominee on whose behalf material is published or mailed in accordance with the Bylaws, shall be liable for, and shall indemnify and hold the Association, its agents, Officers, Directors and employees harmless from all demands, costs, including reasonable legal fees and expenses, claims, damages and causes of action, arising out of such material or any such mailing or publication.
- Any member of the Board of Directors missing two meetings in the fiscal year, without approval of the Chairman of the Board, shall be dismissed from their position on the Board of Directors.
- Recall for any member of the Board of Directors shall be conducted in accordance with state law.
- Any vacancy in office may be filled for the unexpired term by the Board of Directors. Prior to the next Board of Directors meeting, the District may elect a new Director.
ARTICLE X - BOARD OF DIRECTORS
- A Board of Directors meeting shall be held within sixty (60) days following the Annual Business Meeting, at a location and date selected by the President. The President shall provide thirty (30) days notice of all subsequent meetings. A minimum of four regular meetings shall be held during the fiscal year.
- A simple majority of the full Board of Directors shall constitute a quorum.
10.03 Election of the Chairman of the Board.
- The first order of business of the first Board of Directors meeting shall be to elect a Chairman of the Board. Only District Directors, Directors-at-Large, and the Immediate Past President are eligible to serve as Chairman of the Board.
10.04 Chairman of the Board.
- The Chairman of the Board shall preside over all meetings of the Board of Directors, and shall schedule all meetings following his or her election.
10.05 Special Meetings.
- Special meetings of the Board of Directors shall be held upon four days notice by first-class mail or forty-eight hours notice delivered personally, by telephone, by fax, or other electronic communication. Special meetings may be called by the Chairman of the Board, the President, a Vice-President, the Secretary-Treasurer, or any two directors.
ARTICLE XI - DUTIES OF OFFICERS
- The President shall supervise the business operations of the Association, preside at the Annual Business Meeting, and perform such other duties directed by the Board of Directors.
11.02 Vice President of Administrative Services.
- The Vice President of Administrative Services shall assist and direct the District Directors and Governors in the administration of their districts, and perform all duties delegated by the President.
11.03 Vice Presidents of Investigative and Security Services.
- The Vice Presidents of Investigative and Security Services shall represent their respective professions, and perform all duties delegated by the President.
- The Secretary-Treasurer shall record the minutes of all Board meetings, the Annual Business Meeting, and special meetings; oversee the financial matters of the Association; submit current financial reports to the Board of Directors; and perform all duties as delegated by the president.
ARTICLE XII - APPOINTMENTS AND COMMITTEES
- The President and the Board may establish committees as deemed necessary.
- The President shall appoint a Chair for each committee, with the exception of the Chair of the Legislative Committee, the appointment of whom is addressed in 12.03. The Chair of each committee, with the exception of the Chair of the Legislative Committee, shall, with the approval of the President, appoint the members of the committee. All appointments shall be published in the Association newsletter.
12.03 Legislative Committee.
- The President, in whose term a two-year session of the California State Legislature originates, shall appoint a Legislative Committee Chair. This Chairperson will serve a two-year term, beginning with each two-year term of the California State Legislature, and may be reappointed.
12.03.01 Eligibility for Appointment to Legislative Committee Chair.
- The candidate for the Legislative Committee Chair must have served on the most recent CALI Legislative Committee for at least two consecutive years and on the CALI Board of Directors for a minimum of two years during their membership in CALI.
12.03.02 Time and Place of Appointment.
- The nomination for Legislative Committee Chair shall be submitted with credentials for approval prior to the commencement of the two-year session of the California State Legislature. Approval of the Legislative Committee Chair shall be affirmed by a two-thirds vote of the Board of Directors.
12.03.03 Committee Member Appointments.
- At the commencement of the two-year session of the California State Legislature, the Legislative Committee Chair, with the approval of the President serving the year of the Legislative Committee Chair's appointment, shall appoint members to the Legislative Committee.
12.03.04 Term of Committee Appointment.
- The term of appointment of Legislative Committee members shall be two years, beginning with each two-year session of the State Legislature. The term of appointment shall conclude at the Board of Directors meeting following the close of the two-year session of the California State Legislature.
12.03.05 Termination of Committee Appointment.
- The appointment of any member of the Legislative Committee may be terminated upon approval of the Legislative Committee Chair or the President.
ARTICLE XIII - MANAGEMENT
13.01 Corporate Powers.
- The activities and affairs of the corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
- All policies and activities of the Association shall be consistent with all applicable federal, state, and local antitrust laws, trade regulations or other legal requirements, and applicable tax exemption requirements.
- The Board of Directors shall have the authority to employ or contract with a person or company to manage the daily operations of the Association.
- The Board of Directors shall appoint a Certified Public Accountant to perform an annual review or audit of the financial records of the Association.
ARTICLE XIV - DISCIPLINE
- A member may be disciplined based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the member has violated in a material and serious degree these Bylaws, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. Such discipline may include private or public reprimand, suspension or expulsion. In the event that grounds appear to exist for discipline of a member the following procedure shall be followed: a) the member shall be given fifteen (15) days notice of the proposed discipline and the reasons therefor; the notice may be given by first class or registered mail addressed to the member's last address as shown on the Association's records; b) the member shall be given the opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed action. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the discipline should take place; c) the Board, committee, or authorized person shall decide whether or not the member should be disciplined and the manner of discipline, which may include private or public reprimand, suspension or expulsion. The decision of the Board, committee or authorized person shall be final.
ARTICLE XV - INDEMNITY AND INSURANCE
- To the fullest extent permitted by law, the Association shall indemnify and hold harmless any and all past, present, or future directors and officers, as identified and defined in these Bylaws, and, in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee of this Association of and from all liabilities, expenses, and counsel fees reasonably incurred in connections with any and all claims, demands, causes of action, and other legal proceeding to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such director, officer, employee or agent on behalf of the Association. The provisions of this Article shall be interpreted and applied subject to and in conformance with the provisions of sections 7237 and 7238 of the California Corporations Code and shall be in addition to and exclusive of any other rights to which any director, officer, employee or agent may be entitled by law.
15.02 Workers Compensation Fund.
- The Association will distribute workers' compensation dividends to its participating members in the following manner: a) individually earned dividends will be distributed based on individual premium size and loss ratio; b) the dividend will be distributed to participating members within sixty (60) days of receipt by the Association. Requirements for sharing in the dividend are as follows: a) the participant must be a member of CALI for the entire policy year for which the dividend is being paid; and b) the participant must be current in payment of all premiums and submission of payroll reports. The Association reserves the right to retain an administrative fee not to exceed 1% of premium. All procedures involving the group workers' compensation program will be done in accordance with the Insurance Code governing group policies.
ARTICLE XVI - AMENDMENT OF THE BYLAWS
16.01 Amendment of the Bylaws.
- The Bylaws of the Association may only be amended by a majority vote of voting members. Bylaw Amendments shall be voted on using electronic means or U.S. Mail. Amendments to the Bylaws shall not be presented to the membership at the Annual Business Meeting unless reasonable notice has been given.
ARTICLE XVII - DISSOLUTION
- This Association may be dissolved at any time by a majority of voting members thereof in good standing. Upon the dissolution of this Association, any funds remaining on hand shall be distributed to the members in accordance with applicable sections of the California Nonprofit Mutual Benefit Corporation Law.