ARTICLE I - THE OFFICIAL NAME
The name of this association shall be the Tennessee Professional Investigators Association (TPIA) Incorporated. The association is incorporated as a non-profit corporation under the laws of the State of Tennessee. The corporate office of TPIA will be located in Knoxville, Tennessee.
ARTICLE II - THE PURPOSE
The purpose of the Tennessee Professional Investigators Association, Inc. shall be to promote professionalism, fidelity, integrity and networking among private investigators in the State of Tennessee while monitoring legislative activities, both state and federal, which may impact on the private investigative profession.
ARTICLE III - APPLICATION AND REQUIREMENTS FOR MEMBERSHIP
An application for membership shall be made upon the official application form of TPIA. The application shall be submitted to the Membership Committee, along with the first year’s dues. Upon completion of the Membership Committee’s investigation of the applicant’s qualification for membership, the application form shall be forwarded to the secretary, along with the results of the investigation.
If the applicant meets requirements for membership as set forth herein, the secretary shall notify the applicant of his or her acceptance and issue him or her a certificate of membership and add the name to the mailing list of the association. If the applicant is found to be unqualified, the secretary shall notify the applicant that the application was not accepted and return the dues paid.
Section 1: Membership Committee
The Membership Committee shall be comprised of the Chairman Elect and two members of the association appointed by the Chairman. They shall set the standards for membership, which must be approved by the Board of Directors. Any applicant whose professional or personal conduct conflicts with the ethical standards and purpose of this association may be found unqualified for membership. No application for membership shall be denied on the basis of race, religion, sex, national origin, age, or physical handicap.
ARTICLE IV - CLASSIFICATION OF MEMBERSHIPS
Membership of the association shall consist of three classifications of members:
Applications for memberships shall conform to the provisions as set forth in ARTICLE III of the By-Laws.
Section 1: Active Membership
Only individuals holding a valid Tennessee Private Investigator’s License shall be eligible for Active membership. An Active member may exercise all rights of membership, including voting in annual meetings and holding office in the association, with two exceptions:
An Active member shall not lose his/her active status because of retirement so long as he or she remains in good standing. A retired/ Active member shall be eligible to hold office in the association.
An Active member living outside the State of Tennessee shall not be eligible to hold office in the association.
Section 2: Associate Membership
Any person engaged in related fields or has a sincere interest in the association and/or those who are licensed in other states, upon being recommended by an active member, shall be eligible to become an associate member. An associate member shall be subject to the same rules, types of fees and charges, and are entitled to the same rights and privileges as an Active member, except they shall not be entitled to vote or hold office in the association.
Section 3: Honorary Membership
Honorary membership shall consist of persons who have achieved distinction or have performed some outstanding service for the association. Such membership shall be extended upon the motion of a member in good standing and approval by the Board of Directors of the association. All payments, dues, and assessments are waived for honorary members. Honorary members are not eligible to vote or hold office in the association.
Section 4: Transfer Membership
No members shall transfer a membership or any rights arising there from.
Section 5: Expulsion
Any member convicted of a felony will be expelled from membership in the association upon such conviction or plea of guilty. Any member may also be expelled from membership by a vote of the majority of the membership for just cause.
ARTICLE V - DUES AND ASSESSMENTS
Section 1: Dues and Assessments
The annual dues shall be set by the Board of Directors of the association.
They may be adjusted as needed by the Board of Directors subject to the confirmation of a majority vote of the attending full members at the next annual meeting of the association.
The Board of Directors is empowered by the majority vote to levy assessments upon the membership when, in its judgement, the needs of the association require such action.
Membership dues shall be due and payable by January 31st of each calendar year. Membership dues notices will be sent to all members 30 days prior to the due date.
Section 2: Delinquency
Dues will be considered delinquent if not paid within 45 days following the due date, and all privileges of membership will be suspended. If members’ dues are not paid within 60 days of the due date, he or she will be dropped from the active membership roll and mailing list.
Section 3: Reinstatement
In the event a member is suspended for non-payment of dues as provided for in the preceding paragraph, or has otherwise withdrawn his membership while in good standing, he or she may be reinstated only upon payment of such monies or assessments as may be imposed by the Board of Directors.
ARTICLE VI - BOARD OF DIRECTORS AND ASSOCIATION OFFICERS
Section 1: Board of Directors
There shall be a Board of Directors consisting of at least four members who will be appointed by the organizers of the association. Subsequent appointments shall be made by the Chairman and Board of Directors. Members of the Board of Directors of the Association shall serve two year terms. The two year terms shall be staggered to insure continuity.
Section 2: Board Election
The Board will elect its own chairman and any other officers as may be deemed necessary for the board, and appoint such committees as may be required.
Section 3: Appointment
Any member appointed to chair a committee who is not a member of the Board of Directors should for the term of that appointment be an ex facto member of the Board.
Section 4: Compensation
No Director or Officer of the association shall receive any salary or other compensation for any service rendered to the association. However, any member may be reimbursed for expenses incurred on behalf of the association.
Section 5: Meetings
The Board of Directors shall meet at least four (4) times per calendar year. The Chairman of the Association shall be responsible for setting the date, place, time and agenda of the meetings. However, a current member of the Board of Directors may call a Board meeting if concurred by a majority of the board.
Section 6: Officers
The Officers of this association shall be Chairman, Vice-Chairman, or Chairman Elect, a Secretary and Treasurer. The joint office of Secretary-Treasurer may be held by one member. The officers serve for one-year terms; however, the Secretary-Treasurer may be elected for two-year terms. Officers shall be members of the Board of Directors.
Section 7: Resignation
The resignation of an officer shall be tendered in writing to the Board of Directors. Any officer may be removed from office for cause by the Board of Directors. If a vacancy occurs in the office of Chairman it shall be filled by the Vice-Chairman or Chairman-Elect.
If a vacancy occurs in any other office, it shall be filled by appointment by the Chairman until next election of association officers.
Section 8: Duties of Association Officers and Committees
A. Association Chairman
To serve as CEO; preside at each meeting; maintain close liaison with the Tennessee Department of Commerce and Insurance; Private Investigative Commission, as well as other like professional organizations.
To schedule and conduct at least four meetings per year.
To appoint committees as needed.
To appoint a nominating committee at least three months prior to the association’s annual meeting.
To supervise work of all officers.
B. Association Vice-Chairman or Chairman-Elect
To serve in the absence of the Chairman.
To work closely with the Chairman in order to be fully cognizant of all aspects of the association’s operation.
To assist the Chairman in the decision-making process when asked to do so.
To perform specific assignments for the Chairman.
C. Association Secretary
To prepare and maintain minutes of each association meeting and Board of Directors meetings.
To ensure the monthly association newsletter is organized; has adequate content; and is mailed on a timely basis.
To maintain a current roster of names, addresses and telephone numbers of all members of TPIA. A copy shall be forwarded to each member on an annual basis.
To maintain a supply of membership application forms and other literature of TPIA.
To maintain and hold all association correspondence.
To provide notice of all association meetings at least five days prior to the scheduled meeting.
To provide notice to members when dues and/or assessments become payable.
D. Association Treasurer
To receive and deposit, in an account in the name of the association, all monies, securities, funds and monetary credits of the association.
To keep continuous accounts of all receipts and disbursements.
To periodically report to the membership the monetary status of the association.
To prepare and submit at the annual meeting an annual report of all receipts, disbursements, and balances.
ARTICLE VII - OPERATION OF THE ASSOCIATION
Section 1: Meetings
The association Chairman shall designate the time, place and agenda for all meetings. A minimum of four meetings must be held each year.
Notice of meetings, either by US Mail and/or email or personal contact, shall be given at least five days before the meeting. Notice shall include date, place, time and agenda of the meeting. When possible it is suggested that dates for several meetings or events be scheduled in advance in order those members can plan to attend.
Meetings of the Association shall be held in Knoxville, Tennessee or in the general metropolitan area.
Section 2 - Order of Business
Roberts Rules of Order (revised) is the authority for the conduct of the association meetings.
The business portion of the meeting is to be conducted in an orderly fashion and should include a report from the Treasurer and from the committees as is appropriate.
Section 3 - Quorum
Those Active members present at any meeting shall constitute a quorum. A thirty-day notice is to be given by mail for the annual meeting in order to have a quorum. At least two officers shall be present to transact business in either case.
A. Suggested order of business
Call to order by the Chairman
Salute the flag and/or an invocation.
Minutes of the last regular meeting
Reports of the Treasurer
ARTICLE VIII - AMENDMENTS TO THE BY-LAWS
The by-laws of TPIA may be amended on recommendation by the Board of Directors to the membership.
The By-Laws may be amended by a majority of the votes cast for each proposed amendment by Active members in good standing. For this purpose the Secretary of the Association within a reasonable time shall mail a printed secret ballot to all Active members. The ballots shall be returned and received by The Secretary of the Association within forty five (45) days from the date of mailing or a time period not less than twenty (20) days from date of mailing.
The ballots shall be tabulated and recorded in a manner fixed and determined by the Board of Directors of the Association.
ARTICLE IX - ELECTIONS
Section 1: Nominating Committee
A. A nominating committee appointed by the Chairman shall consist of three association members in good standing who are not currently serving as an officer of the association
B. They shall serve one year or until their successors are appointed and assume their position on that committee.
C. The committee will elect its own Chairman.
D. The committee’s role is to nominate from the association members in good standing, candidates for the election to the office of Chairman, Vice-Chairman or Chairman-Elect, Secretary and Treasurer.
Section 2: Elections
The election of association officers may be held at the annual meeting of TPIA. If the election is held at the annual meeting, nomination of candidates may also be made from the floor by any association member in good standing. The nominee receiving the highest number of votes for the office for which he was nominated shall be declared elected. Election of officers may be held by secret ballot delivered by the U.S. Postal Service if the Board of Directors deems it more appropriate.