The name of this Association is the Professional Private Investigators Association of Colorado, Inc. The Association is a nonprofit mutual benefit corporation.
2.01 Principal Office.
The principal office of the Association shall be at a location designated by the Board of Directors.
The purposes of the Association include a) engaging in any lawful act or activity for which a corporation may be organized; b) advancing the interests of private investigation; c) articulating and advocating the needs and interests of the profession before legislative, administrative, and judicial branches of local, state and federal governments; d) cooperating on behalf of the profession with persons and firms directly and through their associations in matters involving the business and governmental affairs of the profession; e) promulgating policies and conducting activities for the betterment of all those involved in some aspect of the profession.
The Official Seal of the Association shall be a circle with the date of incorporation, with the PPIAC emblem within the circle.
4.02 Use of Seal.
Use of the seal, emblem, name, initials, logo and any 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 the seal, emblem, name, initials, logo and other symbols of the association shall be discontinued.
5.01 Class of Membership.
The association shall have the following classes of membership: Senior Premier, Senior, Associate, apprentice, affiliate and Service. The membership is taken as an individual and is not transferable.
Premier Senior Member: Receives all of the rights and privileges of senior membership with the added benefit of on full registration for the annual conference each year.
Senior Member: An individual who is licensed, when licensing or the equivalent is required by the state or jurisdiction in which they do business, to provide private sector investigative or security guard services, or is an officer, partner, employee or designated representative of a duly licensed investigative or security service provider. To qualify as a senior member this individual must have not less than 6,000 hours of relevant professional experience. Senior members shall have access to such services as listserves, members’ area on the web site, website database placement or other such services as decided by the Board.
Associate Membership: An individual who is licensed, when licensing or the equivalent is required by the state or jurisdiction in which they do business, to provide private sector investigative or security guard services, or is an officer, partner, employee or designated representative of a duly licensed investigative or security service provider. To qualify as an associate member this individual must have not less than 2,000 hours of relevant professional experience. Associate members shall have the right to vote. Associate members shall not have the right to hold office other than the Associate Director-At-Large board position. Associate members shall have access to such services as listserves, members area on the web site, website database placement or other such services provided by the PPIAC that are specific for Private Investigator
Affiliate: An individual employed by a government entity, law firm, insurance firm as a SIU investigator or holds a similar investigative or security related position with a governmental, corporate or other business related entity. Affiliate members may not hold office but shall have full have voting rights. Affiliate members may serve on committees, but not as chair of said committee. Affiliate membership is made available for the sole purpose of allowing such qualified individuals to have access to the organizations training and networking benefits, and to
Apprentice: An individual who has less than 2000 hours of relevant investigative or security services experience. Apprentice members shall not have the right to vote or hold office. Apprentice members shall have access to such services as listserves, members area on the web site, website database placement or other such services provided by the PPIAC that are specific for Private Investigator. Apprentice membership is limited to two full years at the Apprentice level and shall at that time become eligible by the necessary qualifications to become an Associate member or must re-apply for continuation as an Apprentice member showing acceptable reason why he/she has not obtained the necessary 2,000 hours. The Board of Directors shall have the sole discretion as to whether to continue the Apprentice membership or not.
Service: An individual or company that provides services relative to the investigation or security industry. A Service member shall not have the right to vote or hold office. Service members shall not have access to such services as listserves, members area on the web site, website database placement or other such services provided by the PPIAC that are specific for Private Investigator. Service members will be recognized for their contribution on the PPIAC website.
5.02 Obligations of Membership.
Each member of the Association agrees to be bound by these Bylaws, Policies and Procedures, and the Code of Ethics, and amendments thereto, and by the lawful actions of the Board of Directors or voting members of the Association. Members shall be subject to continuing education requirements as stipulated by the Board.
5.03 Member Liability.
No member of the Association shall be personally or otherwise liable for any of the debts, and/or obligations of the Association.
5.04 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. Those records shall be electronically stored and secured on two forms of digital media that is to remain in the possession of the current Secretary of the association.
5.05 Cessation of Membership.
A membership shall terminate whenever any of the following events has occurred:
a) Resignation of member; b) Annual membership dues are not paid; c) Expulsion by the Board of Directors pursuant to Article XIV of the Bylaws.
The Board of Directors shall set the amount of annual dues for membership.
7.01 Annual Meeting.
The Association shall hold an Annual Meeting in November, at a place determined by the Board of Directors. Notice of the Annual Meeting shall be given to the membership at least 15 days prior to the meeting.
The number of voting members in attendance shall constitute a quorum.
The officers are the Chairman of the Board, President, Vice President of Membership, Vice President of Training, Vice President of Legislative Affairs, Secretary and Treasurer.
8.02 Board of Directors.
The Board of Directors shall consist of not less than seven (7) nor more than fifteen (15) members, with the exact number to be fixed by the Board of Directors. The Board of Directors shall include the Chairman of the Board, President, three Vice Presidents, Secretary, Treasurer, Directors-at-Large, including one Associate Director-At-Large, such number to be determined by the Board. Any vacancy in office may be filled for the un-expired term by appointment of the Board of Directors.
8.03 Elections and Terms of Office.
Elections for the position of Chairman of the Board, President, Secretary and Treasurer shall take place in November of even numbered years. Elections for Directors-at-Large and Vice Presidents shall take place in November of odd numbered years. The term of office begins immediately after the election of officers and the length of term shall be for two years.
8.04 Eligibility for Office.
No more than two members of the Board of Directors may be from the same agency. To be eligible to be Chairman of the Board, the member shall have been a member for two years and a member of the Board for one year. All Board positions shall be filled by senior members except for the Associate Director-At-Large which shall be filled by an associate member.
The Nominating Committee shall make nominations to the Board of Directors for all Board of Director positions. Members may recommend qualified candidates, or may recommend themselves to the Nominating Committee for consideration for Board of Director positions.
8.06 Votes by Proxy.
Votes by proxy or representation shall be allowed.
Any member of the Board of Directors with three unexcused absences in the fiscal year may be dismissed from their position on the Board of Directors. Any Board member under disciplinary review shall be suspended from the Board until such time as the review is completed.
Voting procedures will be governed by Roberts Rules of Order and acceptable methods of voting are but not limited voice, hand, mail, proxy, and electronic voting.
The Board of Directors shall meet at least six (6) times in the fiscal year at a location and date selected by the Board. Notice of any Board Meeting shall be given to the membership 15 days prior to the meeting.
A majority of the voting members of the Board of Directors shall constitute a quorum.
9.03 Special Meetings.
Special meetings of the Board of Directors may be held upon two (2) days notice of the membership. Special meetings may be called by any director.
9.04 Competing Organizations.
Any member elected or appointed to the position of Officer of PPIAC cannot simultaneously serve in an elected or appointed leadership position, including a similar committee, for a competing organization. A competing organization is defined as a Colorado private investigator professional association that provides substantially similar services as PPIAC and seeks members with like qualifications for a similar purpose. If the Board of Directors of PPIAC makes a finding that an Officer of PPIAC is simultaneously serving in an elected or appointed leadership position, including a similar committee, for a competing organization, it shall provide said Officer with written notice of this finding. If said Officer is still simultaneously serving in an elected or appointed leadership position, (up to and including a similar committee) for a competing organization 30 days after the Notice has been given by the Board of Directors of PPIAC, said Officer will be deemed to have resigned his or her position as an Officer of PPIAC, or committee member, as of that date.
10.01 Chairman of the Board.
The Chairman of the Board, as Chief Executive Officer of the Association, shall preside over all Board of Director meetings, the Annual Meeting, and shall be the liaison to the industry, media and the public.
The President, as Chief Operating Officer of the Association, shall supervise the business operations of the Association, preside at all monthly membership meetings, and perform such other duties as directed by the Board of Directors and/or the Chairman of the Board. The President shall preside at all meetings in the Chairman’s absence.
10.03 Vice President of Membership.
The Vice President of Membership shall process all applications from prospective members and advise the Board of Directors of the recommendations. The Vice President of Membership shall preside at all membership Meetings in the President’s absence. The Vice President of Membership shall perform all duties delegated by the President.
10.04 Vice President of Training.
The Vice President of Training shall be responsible for meeting speakers, programs and the annual conference. The Vice President of Training shall preside at all membership meetings in the President’s and Vice President of Membership’s absence, and perform all duties delegated by the President.
10.05 Vice President of Legislative Affairs.
Vice President of Legislative Affairs shall work to promote the goals and purposes of the Association with respect to governmental agencies, and legislatures. The Vice President of Legislative Affairs shall perform all duties delegated by the President.
The Secretary shall record the minutes of all Board of Director meetings, membership meetings, the annual meeting, and special meetings. The Secretary shall perform all duties delegated by the President.
The Treasurer shall oversee the financial matters of the Association and submit current financial reports to the Board of Directors. The Treasurer shall perform all duties delegated by the President.
10.08 Directors-At-Large/ Associate Director-At-Large.
All Directors-At-Large shall participate actively in the work of the Board of Directors. The Directors-At-Large shall serve on one of the following committees: Membership, Training, Legislative, and Financial Review. One Senior Director-At-Large shall serve as the Chairman of the Financial Review Committee. In addition to their committee duties the Directors-At-Large shall perform all duties delegate by the President.
Membership outside the metropolitan Denver area may form a chapter with approval of the Board.
The President and/or the Board of Directors may establish committees as deemed necessary.
The President shall appoint for each committee a Chair. The Chair of each committee shall, with the approval of the President, appoint the members of the committee.
13.01 Corporate Powers.
The activities and affairs of the Association 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.
13.04 Annual Financial Review.
The Board of Directors shall appoint a committee to perform an annual financial review of the financial records of the Association.
13.05 Policies and Procedures.
The Policies and Procedures manual for managing the Association shall be drafted and amended by the Board of Directors.
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, or has violated the Association’s Code of Ethics.
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 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 this Article shall be in addition to and exclusive of any other rights to which any director, officer, employee or agent may be entitled by law.
16.01 Amendment of the Bylaws.
The Bylaws of the Association may only be amended by a majority vote of voting members. Amendments to the Bylaws shall be presented to the membership at least 15 days prior to the meeting at which the vote to amend shall be taken.
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 in accordance with applicable sections in the manner provided by the Colorado Non-Profit Corporation Act.
Effective Date of Bylaws
These Bylaws as adopted and revised on November 5, 2003, June 2, 2004, August 6, 2008, January 01, 2013, and November 6, 2013 shall be in full force and effect as of that date.