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Bylaws
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Ethics
PREAMBLE
We, the members of the Oregon Association
of Licensed Investigators, Inc., do enact these By Laws
in order to establish and promote a statewide association
which will organize, serve and educate members, enforce professional
canons of ethics, establish a mutual feeling of trust, goodwill
and friendship among ourselves and others in investigative
agencies throughout the State of Oregon.
ARTICLE I:
Name
| Section 1.
|
This Association
shall be known as the Oregon Association of Licensed
Investigators, Inc. hereinafter referred to as OALI or
the Association. |
ARTICLE II:
Purpose
| Section 1. |
The purpose of this
Association shall be to maintain and promote a statewide
association that will organize, serve and educate members
and promote the highest professional ethics in order
to benefit the citizens of the State of Oregon. The Association
shall cultivate arts and sciences that raise the professional
standards and capabilities of investigators |
| Section
2. |
Notwithstanding any
other provision of these Articles, the Association shall
not carry on any activities not permitted to be carried
on by a corporation exempt from federal income tax under
S 501 (c)(6) of the Internal Revenue Code. |
ARTICLE III:
Location and Emblem
| Section 1. |
The principal office
shall be located at the address set forth in the Articles
of Incorporation. The mailing or contact address shall
be designated by the President. |
| Section 2. |
The official emblem
of this Association shall be of the following design:
A full circle around the inside of which appears the
name OREGON ASSOCIATION OF LICENSED INVESTIGATORS, and
in the center of the circle there is an outline of the
state of Oregon containing the initials OALI, with a
sketch of a camera on the right of the state outline
and a drawing of a writing tablet and quill pen on the
left side of the state outline. |
| Section 3. |
The official emblem
of the Association may be used by active members of the
Association on letterheads, cards and advertising matter.
The word “Member” must be displayed prominently
above or below the logo to signify use by a member and
not the Association itself. The emblem shall not be used
by a member for the purpose of identifying, promoting
or advertising any school or training course, or any
publication for sale. |
| Section 4. |
It is a condition of
membership, and each and every member of this Association
agrees, the use of the emblem of this Association shall
be limited to the time during which the member shall
be in good standing, and each member agrees to discontinue
use of said emblem upon termination of membership. |
ARTICLE IV:
Membership
| Section 1. |
Membership in this Association
is restricted to active members, honorary members and
associate members. |
| Section 2. |
Active membership
in this Association shall be open to all investigators
who are licensed by the state in which they practice.
To qualify for active membership, an applicant must
be licensed as a Private Investigator, Provisional
or Associate Investigator, or an Investigative Agency.
|
| Section 3. |
Upon application or
retirement, Associate Membership may be granted by the
President or OALI Board. Associate Members may serve
on committees and have voting rights but may not be elected
to the Board. |
| Section 4. |
The Board may grant
Honorary Membership to a person who has performed an
extraordinary service for the Association and waive dues
for the year(s) the service takes place. |
| Section 5. |
All applications
for membership must be submitted in writing on a form
approved and provided by the Association
(a) Each application must be accompanied by the non-refundable
application fee in the amount set forth in the Bylaws,
plus annual dues as required by Article X. .
(b) A copy of their state license if applicable
|
| Section
6. |
All
applications will be checked by the Membership Director.
Upon review of the Membership Director’s findings
and recommendations, the President shall:
(a) Notify the Treasurer the applicant has been accepted;
or direct the applicant to be notified why the application
was rejected.
(b) If desired by the applicant, take the matter before
the OALI Board. The decision of the majority of the
Board members voting at the meeting shall be final
and not subject to challenge.
|
| Section 7. |
The resignation of any
member in good standing shall be forwarded to the President
and the Treasurer. The President shall then advise the
Board of such resignation. All resignations will be accepted
without further action. |
| Section 8. |
The Association shall
operate a referral service for the public from a database
of interested members whose dues are in good order. The
operating procedures for this referral service shall
be established and updated by the Board. Copies of the
policies and procedures governing the operations of the
referral service shall be provided in the Membership
Manual and on the OALI website. |
| Section 9. |
No member, contractor or employee
shall act as official spokesperson for the Association
without the approval of the President. |
ARTICLE V:
Organizational Structure
| Section 1. |
The Administration
and management of the Association shall be controlled
by a Board of up to 14 directors elected by the membership.
These include the President, Vice President, Secretary,
Treasurer, Sergeant at Arms, Membership Director, and
six (8) Regional Directors. They shall have the authority
to do any and all things necessary for the attainment
of the purposes set forth in Article II, unless specifically
prohibited by law or the Bylaws |
ARTICLE VI:
Board of Directors
| Section 1. |
President
The President shall be responsible for administering
the policies and procedures adopted in the Bylaws
and by the Board.
The President shall:
(1) Preside at all Board and Annual Meetings at the
end of each term unless absent for good cause;
(2) Make all appointments deemed necessary to run
the Association;
(3) Call special meetings of the Board to consider
any action that he or she deems for the good of the
Association, including the removal of an officer
who fails to fulfill the duties of his or her office
or
acts in a manner that violates the Articles or Bylaws
of the Association;
(4) Be an ex-officio member of all committees except
the nominating committee;
(5) Seek Board approval for all OALI business expenditures
exceeding $300;
(6) Carefully review the monthly Financial Statements,
as presented by the Treasurer. If the information
presented on the Balance Sheet and Income Statement
is deemed
accurate, the President shall sign one copy and return
it to the Treasurer;
(7) Designate a repository for the OALI Archives. |
| Section
2. |
Vice-President
(a) The Vice President shall become President if
for any reason the President cannot perform the duties
of the Office of President or on expulsion of the President
from membership in the Association.
(b) The Vice President shall perform such other duties
as may be assigned by the President.
(c) If for any reason both the offices of President
and Vice-President become vacant, then the remaining
members of the Board shall elect one among them
to be the President until the next annual meeting of
the Association. |
| Section 3. |
Secretary
The Secretary shall be responsible for carrying out
all the policies and procedures adopted by the
Board. The Secretary shall:
(1) Maintain an orderly system of membership rolls,
minutes, and records of all business communication.
(2) Cause to be recorded the minutes of all Board meetings
and the Annual Meeting. The minutes of those meetings shall be
prepared and mailed to the Board of Directors.
(3) Answer all written requests for information
from non-members and members with expediency,
as directed
by the President.
(4) Ensure an official absentee ballot is mailed
before each Annual Meeting or other duly noticed
election. |
| Section
4. |
Treasurer
The Treasurer shall be responsible for carrying out
all the fiscal policies and procedures adopted by
the Board. The Treasurer shall:
(1) Maintain an orderly system of records and books;
(2) Maintain an accounting system in accordance with
generally accepted accounting practices;
(3) On a monthly basis, provide the President with
two copies of the previous month’s Financial
Statements, one of which will be signed and returned
to the Treasurer for filing.
(4) Present a written financial report at the Annual
Meeting, which will include all expenditures, assets
and liabilities of the Association at the time of
the report. Each member shall receive a copy of this
report
with the minutes. |
| Section 5. |
Sergeant at Arms
The Sergeant at Arms shall assist in the function of
the Board and the
Association. He or she shall:
(1) Maintain order within the meetings and seminars;
(2) Observe the counting of votes;
(3) Assist at the OALI tables at seminars;
|
| Section 6. |
Regional Directors
(a) Regional Directors shall:
- Welcome new members to their region;
- Represent their regions on matters before the Board, with full voting
authority;
- Represent OALI to the public on matters delegated by the
President.
(b) The North Region shall have two (2) directors.
All other regions shall each have one (1) director.
(c) The regions shall be:
- North (1 & 2 jointly): Multnomah, Washington, Hood River,
Clackamas, Wasco, Marion. State of Washington;
- Central: Linn, Jefferson, Deschutes, Crook, Klamath, Jackson,
Lane – east of Interstate 5. All states except California,
Idaho and Washington;
- Northwest: Clatsop, Columbia, Tillamook, Yamhill, Polk, Lincoln,
Benton. All foreign countries;
- Southwest: Lane – west of Interstate 5, Douglas, Coos, Curry, Josephine.
State of California;
- Eastern: Sherman, Gilliam, Morrow, Umatilla, Union, Wallowa, Wheeler, Grant,
Baker, Lake, Harney, Malheur. State of Idaho.
|
| Section 7. |
Membership Director
(a) The Membership Director shall be responsible for
all membership matters, including the investigation
of new members and making a recommendation regarding
their acceptance into the organization.
(b) The Membership Director shall be responsible
for the OALI Forum, including all adds, deletions and
changes
to the Forum membership. The Membership Director
shall also mediate all disputes regarding the Forum
and have
the right to suspend, terminate, or censure members
on the Forum. |
| Section 8. |
Board Polices and Procedures
(a) Directors of the Board shall refer to the Oregon
Nonprofit Corporations Act as amended in ORS Chapter
65, as well as Oregon Administrative Rules, and other
state and federal laws to conduct Association business
when policies are not outlined in the Bylaws or Articles
of Incorporation.
(b) Directors of the Board shall refer to their provided
copy of the OALI
“
Policies and Procedures Manual” which shall serve
as additional guidelines for carrying out their fiduciary
duties.
(c) In the event of the resignation, removal, or
death of any director of the Board except the President,
the Board shall, by majority vote of duly noticed
meeting
with a quorum, immediately select a replacement. |
| Section 9. |
Conflicts
(a) Annually, all directors of the Board shall disclose
in writing to the President, on such forms as shall
be established by the directors any relationships that
may be deemed “direct conflict of interest,” as
defined by law, as may be amended and interpreted from
time to time. The President shall make these accessible
to all members upon request.
(b) Being a director of the Board may not disqualify
a director from contracting with the Association as
a vendor, purchaser, or otherwise; nor shall any contract
or arrangement be entered into by or on behalf of the
Association in which any director is interested be
avoided
on that account; provided that such contract or arrangement
shall have been approved in compliance with applicable
law. |
| Section 10. |
Indemnification
(a) To the fullest extent permitted under the Oregon
Nonprofit Corporation Act, as amended, the Association
shall indemnify any director of the Board who is made
a party to a proceeding because the individual is or
was a director against liability in the proceeding,
including without limitation the advancement of expenses. |
ARTICLE VII:
Meetings
| Section 1. |
There shall
be an Annual Meeting of the Association. Directors’ reports,
committee reports and any new or old business as the
membership sees fit will be discussed at this general
membership meeting. The Secretary in office the preceding
year shall issue the agenda and take the minutes. |
|
Section 2.
|
The President shall
call at least two regular Board meetings a year. They
shall be held on the same day as the OALI fall and spring
seminars. According to Oregon nonprofit law, any meetings
other than regular scheduled meetings are called special
meetings. The President may call special meetings whenever
it is deemed necessary by giving a minimum of seven days’ notice
to all directors in office and by posting notice on the
electronic Forum and OALI website. Other special meetings
must be called within thirty (30) days if petitioned
by a majority of the Board or members. Agendas and minutes
of all Board meetings shall be posted electronically
to the Forum and the OALI website, as well as archived. |
| Section 3. |
A minimum of three officers and two (2) regional directors
are needed to constitute a quorum for holding
a regular or special Board meeting. This is to include a minimum of three officers.
A majority of the votes cast by those board members present and eligible to vote
passes a motion. No absentee or proxy votes are accepted at Board meetings
outside of conference calls. |
ARTICLE VIII:
Election Directors
| Section
1. |
Election of six (6) Regional
Directors shall occur at the Annual
Meeting. Nominations may be made by committee, be self-declared
and may be taken from the floor, with a second necessary
for write-ins.
A Regional Director must be a licensed Oregon investigator and have a business address in Oregon.
Directors shall be elected by a majority vote of
eligible members present at the Annual Meeting, including
all votes cast by proper absentee ballots. |
| Section 2. |
Regional Directors shall be
elected on a single ballot with each member casting one vote for
each seat to be filled. Nominees receiving the highest plurality
of votes will fill the vacant regional directors’ assigned seats
in order of total votes received.
|
| Section 3. |
Terms
(a) The terms of office for President, Vice-President,
Secretary, Sgt. at Arms, Membership Director and
Regional Directors shall be for one year. Consecutive
terms, not to exceed three consecutive years by
one person, shall be allowed. (b) The term of the office of the Treasurer shall be
for one year and there is no limit on the number of
terms. An annual audit of the financial records, paid
for by
OALI, shall be performed by an independent auditor
who is not a member of OALI or a relative of an OALI
member. |
| Section 4. |
Absentee ballots are
permitted, providing the ballot has been submitted on
an approved form, by a member in good standing and received
by the Secretary prior to the Annual Meeting. |
| Section 5. |
All candidates wishing
to have their candidacy published must announce to the
President no later than sixty (60) days prior to the
Annual Meeting. A general announcement shall be made
to the membership at least thirty (30) days prior to
the Annual Meeting. |
| Section 6. |
All outgoing directors
and committee chairs shall turn over to their replacements
or the Secretary all relevant books, records and other
documents maintained on behalf of the Association within
thirty (30) days of leaving office. |
ARTICLE IX:
Discipline
| Section 1. |
Any member who has had
an investigator or agency license suspended or revoked
shall have their membership with the Association suspended
or revoked per Section 5. |
| Section 2. |
The President or designee
shall advise any person who complains about a member’s
alleged business or criminal conduct to contact the appropriate
licensing board or other jurisdiction. |
ARTICLE X:
DUES
| Section 1. |
The rate of dues shall
be determined by a majority vote of the membership attending
the Annual Meeting. The fiscal year covering the payment
of dues shall be the first of the month following the
member’s Application date and continuing for one
year thereafter. The Anniversary Date shall be defined
as the first of the month following the date the member’s
original application was processed and the check for
the dues deposited. The Treasurer shall send out Invoices
for member’s annual dues approximately 30 days
prior to the member’s anniversary date. |
| Section 2. |
Any member whose dues
are not received within 90 days of the due date shall
be considered Past Due. After a second attempt to contact
the member in 90 days, the Treasurer shall notify the
President in writing of the steps taken and the President
may authorize termination of the membership per the procedures
set forth in the Bylaws. The officers will present a
summary of such actions at the next meeting of the Board. |
ARTICLE XI:
O.A.L.I. Newsletter
| Section 1. |
The official
publication of the Association shall be known as the "The
Oregon Investigator." |
| Section 2. |
The Newsletter Editor,
appointed by the President, shall be responsible for
the preparation and distribution of the publication a
minimum of three times a fiscal year. |
| Section 3. |
The Editor shall be
reimbursed by the Association for all necessary expenses
for preparing the Newsletter, provided there is a Newsletter
published, within budget limits set by the board. |
| Section 4. |
The President shall appoint one
or more proofreaders, in addition to the Editor, who
shall review each Newsletter before it is published. |
| Section 5. |
The President has final say on content
and publication dates and methods except when editorial
concerns come to the Board or members for a vote. The
President shall notify the Editor of any changes prior
to publication. The Editor will have the opportunity
to remove his or her name from a final publication in
which there is conflict over content. |
ARTICLE XII: Committees
| Section 1. |
Creation
(a) The President may designate and appoint any committee
as the President deems appropriate or necessary
and shall define the duties of all committees, unless
otherwise
set forth in the Bylaws. The President shall have
the power at any time to fill vacancies in, to change
the
size of, membership of, and to discharge any committee
unless otherwise specified. |
| Section 2. |
Authority
(a) Committees shall have no power or authority other
than to make recommendations to the President and
Board.
(b) The designation and appointment of any committees
and the delegation thereto of authority shall not
operate to relieve the Board of Directors or
any individual director
of any responsibility imposed by law. |
| Section 3. |
Meetings
(a) Members of committees shall meet at the call
of the chair of the committee at such place or in such
manner
as the chair shall designate after a minimum of two
days’ notice has been given to each committee
member.
(b) Each committee shall keep minutes of its proceedings
and within two weeks time thereafter make a written
report of its actions to the Board of Directors. |
| Section 4. |
Quorum
(a) A majority of the members of a committee shall
constitute a quorum for the transaction of business
at any meeting.
Any transaction of a committee shall require a
majority of the quorum present at the meeting.
(b) Any action that may be taken by a committee
at a meeting may be taken without a meeting if
a consent in
writing setting forth the action taken and signed
by all members of the committee entitled to vote
on the
matter is executed and filed with the Secretary.
The action shall be effective on the date when
the last signature
is placed on the consent. |
| Section 5. |
Reimbursement
(a) All members appointed to committees shall be
reimbursed for all necessary and documented expenses
incurred
in carrying out work on behalf of OALI. |
ARTICLE
XIII: Amendments
| Section 1. |
Bylaws shall be promulgated as necessary for the implementation
of the provisions of the Articles of Incorporation
and for the orderly operation of the Association.
|
| Section 2. |
Proposed Bylaws shall be submitted to the Secretary
not less than sixty (60) days prior to a duly noticed meeting and mailed
to each active member not less than thirty (30) days prior to the duly
noticed meeting. Proposed Bylaws shall be adopted by a majority vote of
the members present at duly noticed meeting. |
| Section 3. |
The Association’s Articles
of Incorporation are on file with the Oregon Corporation
Division and shall be amended as follows.
(a) The general membership of the Association will
be notified by mail, no later than thirty (30) days
prior,
that a meeting will occur where amendments to the
Articles of Incorporation will be proposed and voted
upon, requiring
affirmative vote by two-thirds (2/3) of the general
membership.
(b) The Secretary will clearly describe in the Notice
of Meeting:
- The date and time of the meeting;
a. The location of the meeting;
b. Proposed changes to the Articles of Incorporation;
c. The fiscal impact of any and all expense costs
accruing due to amendments, as detailed by the
Treasurer.
(c) The President will ensure the amendment process
complies with requirements of the Oregon Corporation
Division,
and the results are recorded there with the appropriate
fees. |
ARTICLE
XIV: Dissolution
| Section 1. |
No director of the
Association, nor any private individual, shall be entitled
to a share in the distribution of any of the Association
assets upon dissolution of the corporation or the winding
up of its affairs.
|
| Section 2. |
Upon the dissolution of the Association,
assets shall be distributed for one or more exempt purposes
within the meaning of S501(c)(6) of the Internal Revenue
Code of 1986 (or), the corresponding provisions of any
future United States Internal Revenue law or shall be
distributed to the federal government, or to a state
or local government, for a public purpose. Any such assets
not so disposed shall be disposed of by the Circuit Court
of the County in which the principal office of the Corporation
is then located, exclusively for such purposes, or to
such organization or organizations, as said Court shall
determine, which are organized and operated exclusively
for such purposes. |
ARTICLE
XV:
Ethics
| Section 1. |
Members agree licensed investigators are dedicated
to the search for truth and the furtherance of their
employers' or clients' interest consistent therewith.
This search for truth makes possible the establishment
of the American ideals of fairness and justice for
the benefit of the client in every case. The intention
of every investigator is to treat honestly, justly
and courteously all with whom they come into contact
and to practice their profession according to highest
ethical standards.
|
| Section 2. |
Members will, when the appropriate
opportunity presents itself, explain to the public the
role of their profession in the furtherance of the administration
of justice. |
| Section 3. |
Members will make all their reporting
based upon truth and fact and will only express honest
opinions based thereon. |
| Section 4. |
Members shall refrain from accepting
an assignment or employment if the undertaking will create
a professional conflict of interest. |
| Section 5. |
Members will deal fairly and equitably
with their client or employer, and will clearly explain
their duties and the basis for their charges in each
undertaking. |
| Section 6. |
Members will closely adhere to the
codes of ethics adopted in their licensing jurisdictions. |
Last revised: OALI Business Meeting
March 3, 2007.
|
