Kentucky Society of Professional Investigators
An Association That Works For it's members
 

Dale Dorning - President  - 2 year term
Diane Patterson - Vice President - 2 year term
Mike Green - Secretary - 2 year term
Jim Rich - Treasurer -  2 year term
Board of Directors
Kevin McClain       Kevin Rich     Liz Toohey

Donn Altmann - Indiana

Dale Dorning - Ohio, Pennsylvania, New York

Kevin McClain - Illinois, Michigan, Missouri, Iowa

Linda Cecil - North Carolina, South Carolina, Georgia, Florida

Tony Kersey - Tennessee, West Virginia, Virginia, Maryland

K.S.P.I. Revised By-Laws

The Kentucky Society of Professional Investigators
By-Laws - Last Revised  05-15-07
The K.S.P.I. By-laws were approved by a majority vote of the Incorporators of the K.S.P.I.

The following revisions have been approved by a majority vote of the K.S.P.I. Board of Directors pending approval at a full membership meeting to be held in Lexington, Kentucky, June 16th 2007.

PREAMBLE

We, the members of the Kentucky Society of Professional Investigators do enact these by-laws in order to establish and promote a state-wide association which will organize, serve, and educate members, enforce professional ethics, and establish mutual feelings of trust, goodwill and friendship among ourselves and others in investigative agencies throughout the Commonwealth of Kentucky.

ARTICLE 1 – NAME

The name of this Association is The Kentucky Society of Professional Investigators. The association may also be referred to as “The K.S.P.I. The association is a nonprofit mutual benefit corporation. (incorporation pending)

ARTICLE II – PURPOSE

The purpose of the Association shall be to endorse, promote and safeguard the highest professional ethics of the investigative profession in order to benefit the citizens of the Commonwealth of Kentucky. Further, the Association shall explore, cultivate and advance those arts and sciences which raise the professional standards and capabilities of investigators. The Association shall support appropriate legislation, promote fellowship among members, assist others in the profession, and do all things with are in compliance with the Articles of Incorporation of the Association. (Incorporation Pending)

ARTICLE III – SEAL AND EMBLEM

The Official Seal of the Association shall be an outline drawing of a circle, with the name Kentucky Society of Professional Investigators printed around the outline of the drawing, in the center the initials K.S.P.I. are proudly displayed.

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, initials, and other symbols of the Association shall be discontinued.

ARTICLE IV - PRINCIPAL OFFICE

Principal Office:

The principal office of the Association shall be at a location designated by the Board of Directors and registered with the Secretary of State.

ARTICLE V – MEMBERSHIP

Class of Membership:

The Association shall have the following classes of membership: Full, Associate, Student and Honorary, Emeritus.

Full Membership:

Any individual licensed in good standing by the Kentucky or other State Board of Licensure to practice private investigations shall be eligible to apply for active membership. Full members are voting members.

Associate Membership:

Associate Membership shall be for those individuals with no investigative experience and who do not serve as an investigative practitioner. An Associate member may also have either a pending licensing application with a state licensing board or may be intending to apply for their state licensing. It shall also be opened to organizations of any type, arson investigators, police officers, CPA's, other state associations, postal inspectors, FBI agents, who shall support the Society’s purposes for its foundation and the betterment of the community-at-large. Non-voting members.

Student Membership:

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. Non-voting members.

Honorary Membership:

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.

Emeritus Membership:

An Emeritus Membership may be granted by the Board of Directors and carries all privileges of Membership. Emeritus Membership may be revoked at any time by a majority vote of the Board of Directors. Emeritus Membership has no voting privileges unless he maintains full membership status and also Emeritus Membership pays no dues.

ARTICLE VI – DUES

Dues:

The Board of Directors shall set the amount of annual dues for membership. Renewals are due on the last day of the 12 month of individual membership. Only members who have paid their current dues shall be eligible to vote in the elections. A full member will be $50.00, an associate member will be $40.00, and a student member will be $30.00. The new rates will be effective January 1, 2007. If a member joins at the end of the year there will be no pro-rating of his/her dues the months will just rollover to next year. Students who join have 30 days to pay their dues before they will be put on the website or receive their certificate. Any member who is on active duty, his/her dues will be suspended until they return from duty but they will maintain their membership.

ARTICLE VII -ORGANIZATIONAL STRUCTURE

There shall be four officers for the K.S.P.I.: Executive Director, President, Vice-President, and Secretary-Treasurer. Each officer shall be elected for a term of two (2) years. Any officer may succeed himself or herself, if so voted by the members of the K.S.P.I.

The Board of Directors shall consist of the Officers listed in Section 1, plus up to (6) other Directors. All Officers and Directors shall serve the same two year term. In addition, all active past Executive Directors shall be full voting members of the Board of Directors. As soon as a Past Executive Director 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. All past Executive Directors, in good standing will be awarded life time membership and not be required to pay membership dues unless dropped from the Board of Directors. The Executive Director shall serve as Chairperson of the Board.

No person shall hold more than one elected office, with the exception of Secretary / Treasurer if necessary.

No two officers of the Board of Directors shall be persons from the same agency/entity.

The Executive Director, as Chief Executive Officer and with the approval of a simple majority of the Board of Directors, will establish the duties and responsibilities of each elected officer and will submit these regulations to the membership at its regular meeting for approval. These regulations will also establish the date, time and place of the regular meetings of the K.S.P.I. and the date, time and place of the meetings of the Board of Directors.

To facilitate the K.S.P.I. banking business, the office of Treasurer must be held by someone residing in the Commonwealth of Kentucky. The Treasurer must be bonded if deposits exceed $5000.00 as per the Administrative Regulations.

The Executive Director, as Chief Executive Officer of the K.S.P.I., shall have the authority by Administrative Regulation to establish minutes of the meetings, standing committees and any other committees deemed necessary for the well-being of the K.S.P.I.

ARTICLE VIII – FULL MEMBERSHIP MEETINGS:

Full Membership Meetings:

The Association shall hold all membership meeting at a place and time determined by the Board of Directors.  Quorum: 10 or more active voting members of the Association shall constitute a quorum.

ARTICLE IX – OFFICERS AND DIRECTORS

Officers:
The officers are the Executive Director, President, Vice President, and Secretary and or Treasurer.

Board of Directors:
The Board of Directors shall consists of not fewer than five (5) nor more than ten (10) members, with the exact number to be fixed by the Board of Directors. The Board of Directors shall include the Executive Director, President, Vice President, Secretary and or Treasurer, the immediate past President, and additional members as decided by the Board of Directors. Should a vacancy occur, an active member shall be elected to replace him or her at by the Board of Directors.

The following section has been revised as of 05-15-07 and approved by the K.S.P.I. Board of Directors.

Succession of Board and Officers of the K.S.P.I. in lieu of election.

Executive Director - Remains on the Board of Directors at the end of his or her two year term.

President - Advances to Executive Director position for a two year term.

Vice President - Advances to Presidents position for a two year term.

2nd Vice President - Advances to Vice Presidents position for two year term.

The Board Member with the most seniority will advance to 2nd Vice President.

The method of succession, in lieu of elections, insures the most K.S.P.I. experienced officers will represent the Board of Directors and will reward the dedication and commitment on the part of the K.S.P.I. Officer for their service to the association.

Vote by Proxy:

Vote by proxy or representation shall be allowed as set forth by the Board of Directors.

 Eligibility for Office:

To be eligible for the office of Executive Director, the candidate must have been an active member. The candidate’s primary employment must be as a private investigator. Any member in good standing will be eligible to hold all other leadership elected positions.

Time and Place of Election:

These officer successions shall be published in the association "Blog" Newsletter, official E-group postings and on the association’s official website.

Terms of Office:

The term of office for Officers and Directors begin January 1st of the first year and ends December 31st of the second year and the term of office for all positions shall be for two years.

Dismissal:

Any member of the Board of Directors missing two meetings in the fiscal year, without approval of the Executive Director, may be dismissed from their position on the Board of Directors pursuant to a two-thirds vote by the voting membership.

Vacancies:

Any vacancy in office may be filled for the un-expired term by the Board of Directors.

ARTICLE X – BOARD OF DIRECTORS

Meetings:

A Board of Directors meeting shall be held at the discretion of the Board of Directors, at a location and date selected by the Executive Director. A minimum of 2 Board of Director meetings shall be held during the fiscal year, and can be included before or after a Full membership Meeting.

Special Meetings:

Special meetings may be called by the Executive Director, Chairman of the Board, the President, a Vice President, or any three Directors. Special Meetings and voting may be conducted via telephone, facsimile, or first class mail.

ARTICLE XI – DUTIES OF OFFICERS

Executive Director:

The Executive Director shall supervise the business operations of the Association, preside at the Full Membership Meetings, and perform such other duties as directed by the Board of Directors.

President:

The President shall direct and assist the Directors in the administration of their districts, and perform all duties delegated by the Executive Director.

Vice President:

The Vice President shall assist the the Executive Director in the administration of association duties, and perform all duties delegated by the President.

Secretary and or Treasurer:

The Secretary and or Treasurer shall record the minutes of all Board Meetings, the Full Membership Meetings 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 Executive Director.

ARTICLE XII – APPOINTMENTS AND COMMITTEES

12.01 Committees:

The Executive Director and the President may establish committees as deemed necessary.

12.02 Appointments:

The Executive Director or President shall appoint a Chair for each Committee.

ARTICLE XIII – MANAGEMENT

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.

Restrictions:

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, non profit requirements.

Management:

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.

Audit:

The Board of Directors may appoint a Certified Public Accountant to perform an annual review or audit of the financial records of the Association.

The Board of Directors shall have the authority to remove any officer or board member, by two-thirds vote, for two unexcused absences at designated board meetings, or for failure to carry out their duties and responsibilities, or for conduct detrimental to the association.

ARTICLE XIV – INDEMNITY AND INSURANCE

Indemnity:

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 By-laws, 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 connection 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 the Article shall be interpreted and applied subject to which any director, officer, employee or agent may be entitled by law.

ARTICLE XV – AMENDMENT OF THE BY-LAWS

Amendment of the By-laws:

The By-laws of the Association may be amended by a majority vote of voting members at any Full Membership Meeting. Amendments to the Bylaws shall not be presented to the membership at the Annual business Meeting unless reasonable notice has been given.

ARTICLE XVI – DISSOLUTION

 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 state or federal law.

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