TALPI Corporate By-Laws
ARTICLE I: NAME OF THE CORPORATION
1.01 Name of the Corporation:
The name of the corporation shall be Tennessee Association of Licensed Professional Investigators, Inc.
ARTICLE II: MISSION STATEMENT, OFFICES AND FISCAL YEAR
2.01 Purpose of the Corporation
The purpose of the Tennessee Association of Professional Investigators is to promote continuing educational studies and Seminars that relate to State Private Investigator Laws. To keep it’s Members up to date and abreast of modern and innovative ideas that affect the Private Investigator Industry. To encourage networking, mutual assistance and cooperation among investigators. To conduct legislative oversight of the Tennessee General Assembly. To propose legislation, changes or amendments to the current law governing private investigators in the State of Tennessee, and to work closely with the members of the General Assembly, following any proposed changes, laws or amendments thereto that would impact our industry. And promote professional integrity in the private investigation profession. The Corporation is nonprofit and does not issue stock.
2.02 Register Office
The registered office of the corporation in the State of Tennessee shall be at: 5115 Country Club Drive, Brentwood, TN 37027 and may be changed by the Directors in office (the “Board”), and a statement of such change is filed in the Department of State, or until changed by an appropriate amendment of the articles of the corporation.
2.03 Other Offices
The corporation may also have offices at such other places within the United States of America as the Board may from time to time appoint or the business of the corporation requires.
2.04 Fiscal Year
The fiscal year of the corporation shall begin on the first day of January in each year.
2.05 Corporate Seal
The Corporation shall have a corporate seal in the form of a circle containing the name of the corporation; the year of incorporation and such other details as may be approved by the Board. The Secretary or Treasurer of the Corporation shall keep the Corporate Seal.
The name, Tennessee Association of Licensed Professional Investigators, Inc. aka T. A. L. P. I., the logo of Tennessee Association of Licensed Professional Investigators, Inc. and any other singular identifying marks or insignia may only be used by those who have received approval from the State Board of Directors.
ARTICLE III: DIRECTORS
The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation, and all powers of the Corporation are hereby granted to and vested in the board.
3.02 Qualification and Selection
Each director of the Corporation shall be a member in good standing of the organization, and a United States Citizen of Legal Age. In the case of vacancies, new directors shall be selected by the board.
3.03 Number and Term of Office
The Board shall consist of the “Chairman”, “Vice-Chairman”, “Secretary”, “Treasurer” and Three (3) “Members at Large”. The majority of the Board may declare up to one director positions to be vacant at any one time as may be determined from time to time. Each director shall hold office for two (2) years and until his/her successor shall have been elected and qualified, or until his/her death, resignation, or removal. Each Director’s term shall begin at the close of an annual general organizational meeting held pursuant to Article VI, Section 6.02 every two years.
Any director of the Corporation may resign at any time by giving written notice to the Chairman or the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
The Board may declare vacant the office of the Chairman if he/she is declared of unsound mind by an order of any court, convicted of a felony, commits a fraudulent act, misappropriates funds, or for any other proper cause, or if within thirty (30) days after notice of his/her selection, he/she does not accept such office either in writing, or by attending a meeting of the board, or by oral acceptance at the general meeting.
3.06 Interested Directors
No contract or transaction between the Corporation and one of its members or directors, officers or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or avoidable solely for such reason, or solely because the director or officer is present at, or participates in, the meeting of the Board which authorizes the contracts or transaction, or solely because his/her/their votes re counted for purpose if: The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of the majority of the disinterested directors, even though the disinterested directors are less than a quorum; or the contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in this section.
There is no compensation for acting as a Director or Officer or being on a committee. This section does not prohibit the Board from compensating a Director, Officer or committee person for his/her speaker’s fee and travel expenses if so authorized by the Board, nor is the board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This section is not to restrict the Board in funding any authorized financial business of the Corporation.
3.08 Limitations and Indemnification of Personal Liability of Directors
A Director of the corporation shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the Corporation, unless: The Director has breached or failed to perform the duties of his/her office. The breach or failure to perform constitutes selfdealing, willful misconduct or recklessness.
ARTICLE IV: OFFICERS
4.01 Number, Qualification and Designation
The Officers of the corporation shall be a Chairman, Vice-Chairman, Secretary, Treasurer, the preceding Chairman, and Three(3)Board Members at Large and such other officers as my be elected in accordance with the provisions of Section 4.03 of this Article. An officer may not hold more than one position concerning the offices of Chairman, Vice – Chairman, Secretary or Treasurer. The Chairman, Vice-Chairman, Secretary and Treasurer shall be a United States Citizen of Legal Age. The officers are the Directors of the board; therefore the sections of Article III are incorporated into this Article.
4.02 Election and Term of Office
The Officers of the Corporation, except those elected by delegated authority pursuant to Section 4.03 of the Article, shall be elected every two (2) years by the members of the Corporation. Each such officer shall hold two year by the members of the Corporation. Each such officer shall hold his/her office until the next annual general organizational meeting of the Board and until his/her successor has been elected and qualified or until his/her death, resignation, or removal.
4.03 Subordinate Officers, Committees and Agents
The Board may from time to time elect such other Officers and appoint such committees, employees or other agents as the business of the corporation my require, including one or ore assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any such officer or committee the power to appoint subordinate officers and to retain or appoint employees, other agents, or committees, and to prescribe the authority and duties of such subordinate officers, committees, employees and agents.
Any officer, committee, employee or other agent of the Corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent, whenever, in the judgment of such authority, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer or director be absent from three (3) consecutive regular meetings of the Board they shall be removed without notice. Any member convicted in a court of law of a felony shall be expelled from membership in the Association. This expulsion shall be automatic upon presentation of proof to the Board of Directors. This expulsion is without appeal. If convicted of any misdemeanor, excluding traffic, that member shall come before the board for consideration about removal from Tennessee Association of Licensed Professional Investigators, Inc.
A Vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board, by the disqualification or any other cause shall be filled by the board, by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of the Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the remaining portion of the term.
4.06 General Powers
All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by the Board.
4.07 The Chairman
The Chairman shall be the Chief Executive officer of the corporation and shall have general supervision over the activities and operations of the Corporation subject, however, to the control of the Board. The chairman is the spokesperson of the corporation. The Chairman shall sign, execute and acknowledge, in the name of the
Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the board except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the corporation and, in general shall perform all duties incident to the office of Chairman, and such other duties as from time to time may be assigned to him/her by the Board.
4.08 The Vice – Chairman
The Vice – Chairman shall perform the duties of the Chairman in his/her absence and such other duties, as may from time to time, are assigned to him/her by the board for the Chairman.
4.09 The Secretary
The Secretary shall attend all meetings of the Board and shall record all the votes of the directors and minutes of the meetings of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal/ and in general, shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him/her by the Board or the Chairman. The Secretary shall prepare an agenda for the Chairman prior to meetings.
4.10 The Treasurer
The Treasurer shall have or provide for the custody of funds or other property of the corporation and shall keep a separate bank account of the same to his/her credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; and shall deposit all funds in his/her custody as Treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the board, render an account showing his/her transactions as Treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as my from time to time be assigned to him/her by the Board, or the president. The Treasurer shall prepare an annual report of the corporation, including all financial records, which shall be presented to the Board for inspection and approval. Said report is to be open for inspection by all members at the general meeting. Any member can request a reasonable current update of the corporation’s finances if said request is made in writing to the Treasurer and allows the treasurer thirty (30) days to respond. The member is to pay for any expense occurred in obtaining said report that they so requested. The Treasurer is to obtain the co-signature of the chairman for all checks over the amount of $500.00.
4.11 Board Members at Large
Members at Large shall attend all TALPI (Tennessee Association of Licensed Professional Investigators) meetings; facilitate discussions of issues by TALPI and place items of concern to said organization; serve on at least one committee of the TALPI and fulfill specific functions appropriate to that committee; and report on the specific committee findings to TALPI.
All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board my from time to time designate. Any check over the amount of $500.00 must be co-signed by the Chairman or as authorized by the Board. If the treasurer is unavailable for any reason the Chairman may designate the Secretary to sign checks, under the board’s authorization.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may approve or designate and all such funds shall be withdrawn only upon checks signed by the Treasurer or other persons designated as the Board shall from time to time determine or as stated in these by-laws.
The officers shall not receive salaries. The provisions of Section 2.07 of Article II incorporated in this section to their full power and allowances.
Except as otherwise provided in these by-laws, the board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
ARTICLE V: MEMBERSHIP, DUES
1. Active membership is open to all Tennessee Licensed Private Investigators and Licensed Security Professionals.
2. Application for membership shall be by submission of the approved form for membership accompanied by the annual dues.
3. Verification of Private Investigative License will be through the Tennessee Private Investigation and Polygraph Commission.
4. Submissions for membership will be voted on by the membership during Monthly Meeting.
5. Membership is personal and not transferable to any other person.
6. Law Enforcement Investigators, Private Industry Investigators may request full membership.
7. Criminal Justice Students and Interns may become Associate Members with all privileges except voting rights. Associate Members do not have to have their licenses as long as they are employed by an investigator or are students or interns to a Licensed Private Investigator.
Membership is not active until payment is received in full. Dues shall be due annually at the beginning of each calendar year. Annual dues shall be set by the Board of Directors. They may be adjusted as needed by the Board of Directors subject to the confirmation of the attending full members at the next annual meeting of the association. Membership dues are payable for the calendar year by December 31 for the next year. New members joining after July 1st will pay half the annual dues amount.
Each officer and director of the corporation, who are members in good standing, will have one vote on each item brought before them at the general meeting. Said vote may be done in writing. A quorum for the transaction of business at the general meeting shall be 20% of the total of officers and directors, who are present in person or by proxy.
ARTICLE VI: MEETINGS
The Chairman shall preside at every meeting of the Board. In the event of a vacancy in the office or absence of the Chairman, the Vice- Chairman or Secretary shall preside at the meeting. In the absence of the Secretary, any person appointed by the Chairman of the meeting shall act as Secretary.
6.02 Regular Meetings
Regular meetings shall be held at such time and place as may be designated by the Board. If the date fixed for any such regular meeting is a legal holiday under the laws of the State where the meeting is held, then the same shall be held on the next succeeding business day or at such other time as may be determined by the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given.
6.03 Annual General Meeting
The Board must hold a general meeting annually which is open to all members of the corporation via their delegates. Notice of said meeting is to be mailed to known members in good standing by the Secretary of the Board one-month before the meeting. A business meeting will be held at least once a year.(a) The Annual Meeting may be held on Saturday or Sunday in July to ensure a larger member audience. (b) The Annual Meeting will be the venue to bestow honors to Company Members as well as Members of the Board.
6.04 Annual Reports of the Board at General Meeting
The Board shall direct the Chairman and Treasurer to present at the annual general meeting of the corporation, a report showing in appropriate detail the following: The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report and the last three quarters of the fiscal year if the annual general meeting falls within the last quarter of the fiscal year. The principal changes in assets and liabilities including trust funds, during the year immediately proceeding the date of the report. The revenue or receipt of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by the corporation. The annual report of the Board shall be filed with the minutes of the annual general meeting.
6.05 Special Meetings
Special meetings of the Board shall be held whenever called by the Chairman or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone, email or in writing at least twenty-four hours, by telephone, or forty-eight hours by telegram or email, or five days by mail, before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
6.06 Quorum, Manner of Acting and Adjournment
A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. The acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such.
6.07 Conference Telephone and Computer Meetings
One or more persons may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Board or a committee may conduct business via a computer network system if all parties on the Board or committee have access to said network.
ARTICLE VII: NOTICES, WAIVERS of NOTICE
7.01 Notice, Waiver of Notice
Whenever written notice is require d to be given to any person or organization under the provisions of the articles in these by-laws, it may be given to such person or organization either personally or by sending a copy thereof by first class mail, telegram, or email. An organization may designate a person to receive such notice, including the address and method by which the notice is to be sent and this information shall be forwarded to the secretary of the corporation. Failure to provide this information shall constitute waiver of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.
7.02 Amendment Proposal Contained in Notice
Whenever the language of a proposed resolution is included in the notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.
ARTICLE VIII: COMMITTEES
8.01 Establishing Committees
The Board may establish one or more committees, each committee to consist of one or more directors of the corporation. Committees shall act at the direction of the Board.
8.02 Recording Proceedings
Each committee shall keep minutes of its proceedings and report such proceedings periodically to the Board.
ARTICLE IX: AMENDMENT OF BY-LAWS
9.01 Amendment of By-Laws
These by-laws shall be amended or repealed or new by-laws may be adopted, by vote of the majority of the voting members of the corporation at any general or special meeting. Such changes shall be made by two-thirds (2/3) of the votes cast. Such proposed amendment, repeal or new by-law, or a summary thereof, shall be set forth in any notice of such meeting, whether general or special. If said meeting is special then the notice requirement to the members must conform to the requirements of the general meeting. Any amendment, repeal or new by-law shall be filed with the appropriate governmental authority as required by law. If a proposed change in the by-laws is not sent out in advance with the official notice of said meeting, it may still be considered by the attendees, however in order to pass, it must be approved by a vote equal to two-thirds (2/3) of the total number of directors and officers entitled to vote, even if not present, or by a unanimous vote of those present, whichever is lower. The Bylaws of Tennessee Association of Licensed Professional Investigators, Inc. may be amended by the Board of Directors to the members and voted on by the members at the next meeting.
ARTICLE X: DISSOLUTION
In the event that the corporation is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to organization(s) that are themselves non-profit and thereby tax-exempt in accordance with Federal guidelines that relate to Section 501(c)(3)of the Internal Revenue Code. This shall be determined by the organization’s final board of directors.
10.2 Absent of Rule
Absent of a Rule of Specific Topic Revert to Roberts Rules of Order.
Approved November 10, 2014 by unanimous vote.