PALI By-Laws

PREAMBLE

This Association was formed to promote and maintain the highest standards and practices for licensed investigators, to foster and perpetuate among its members a spirit of cooperation, and establish mutual trust, good will and fellowship, among licensed investigators, private security personnel, persons engaged in law enforcement, and with all the citizens of the Commonwealth of Pennsylvania. The Association shall also provide for the continuing education of its members.

ARTICLE I – NAME

Section 1. The name of the Association shall be Pennsylvania Association of Licensed Investigators. The abbreviated version of the Association name shall be PALI.

ARTICLE II – OBJECTIVES

Section 1. The objectives and purpose of this Association shall be to promote professionalism and ethical standards within the licensed investigators’ industry and to promote the principles and policies set forth in the foregoing preamble to this Constitution and Bylaws. This is meant to include continuing education as a means to promote professionalism. The use of the term “investigator is synonymous with the term, “detective†for these purposes. The Association is also to provide a collective voice for the private investigation industry in the Commonwealth.

ARTICLE III – LOCATION, EMBLEM, SEAL

Section 1. This Association shall be incorporated as a nonprofit entity in the Commonwealth of Pennsylvania.

Section 2. The location of the principal office of PALI shall be the address as directed by the President. The Board of Directors may authorize the President to hire an Executive Secretary who would serve as a focal point for the group and a Corporate Consul for legal advice.

Section 3. The official emblem of the Association shall consist of an outline of the Commonwealth of Pennsylvania in a circle with the name in the circle. The word PALI shall be scribed in the middle of the Commonwealth outline.

Section 4. The official emblem of the Association shall be used for official business only. Use of the official emblem or Association name by members in personal advertising matter or on business cards or stationery to infer sanction is prohibited, except that members may indicate membership in the Association.

Section 5. The corporate seal of the Association shall be in such form and design as the membership may select, and shall bear the name of the corporation and the year and state of its incorporation. The corporate seal of the Association shall be maintained by, and held in the custody of the Association Secretary.

ARTICLE IV – MEMBERSHIP

Section 1. Full membership is open to all persons who meet the eligibility requirements set forth by the Commonwealth of Pennsylvania and are licensed. Membership applications are subject to review and recommendation by the Membership Committee. Applicants’ names are to be published and voted upon by the Board. A simple majority shall be sufficient to approve an applicant for membership. Membership is a privilege, not a right and applications for any type of membership may be denied. Existing members maybe expelled by a majority vote of the PALI board.

Section 2. Associate membership is open to any individual residing outside of the Commonwealth of Pennsylvania and who is qualified to operate as a private investigator under the respective laws and regulations existing in that person’s jurisdiction.

Section 3. Affiliate membership is open to all persons engaged in the profession of private investigations, or private security services, or who exhibit and express an interest in furthering the standards and objectives in the preamble and Article II of this Constitution and Bylaws. Affiliate members shall be eligible to serve on appointive committees but shall not be eligible to hold office nor to vote. An example of an affiliate member would be an investigative employee of a licensee, a corporation or law firm or other entity not requiring licensing under the Pennsylvania Private Detective Act.

Section 4. Service and Industry membership is open to any individual or corporation that provides services or products relating to the private investigative industry and has an interest in furthering the standards and objectives in the Preamble, Article II of this Constitution and Bylaws.

Section 5. Retirement membership is open to any individual that has retired from the active practice of investigations and/or security services who wishes to retain all the privileges of membership except the right to vote. Retirement membership is open to any former PALI member who has relinquished his or her private investigators license to the issuing county, has completed the closure of his/her private investigative business, and is no longer employed by any investigative or security agency. Any Retired member who is found to have re-entered the active practice of investigations or security services shall be liable for dues payments for all years in which he/she enjoyed Retired member status whether active or retired. Any Retired member is welcome to rejoin PALI as a Full member if he/she should resume his/her business.

Section 6. All full members in good standing of the Association as described in Section 1 above shall be equal with respect to voting privileges and eligibility to hold office.

Section 7. Application for membership shall be made on an application form approved by the Association, accompanied by the appropriate membership fee.

Section 8. The membership year shall begin on the first day of January and end on the last day of December.

Section 9. Continued membership in the Association shall be granted after membership dues have been paid in full for the new membership year.

Section 10. Membership shall only be granted to applicants who are recommended by the Membership Committee after the investigation outlined in Article VIII, Section 7 of these Bylaws. Membership shall be denied to anyone who is denied a private investigator’s license, loses their license during their membership term, or upon recommendation of the Membership and Ethics Committees.

ARTICLE V – DUES

Annual dues for all members of the Association will be set by the Board of Directors to meet the needs of the organization. The dues policy of any given year shall be stated in an Addendum to these By-Laws, which is attached hereto and incorporated by reference.

ARTICLE VI – OFFICERS, DUTIES AND RESPONSIBILITIES, ELECTIONS

Section 1. Any full member in good standing may hold elective office in the Association.

Section 2. Elected officers of the Association shall consist of President, First Vice President, Second Vice President, Secretary, Treasurer, and Chairman of the Board, six (6) Regional Directors, and three (3) Directors at Large. The President shall not hold that elected office for more than two (2) consecutive terms.

Section 3. Officers shall be elected by secret ballot for a term of two (2) years by a majority vote of a letter vote or E-mail ballot of the membership.

Section 4. The President shall be the chief administrative officer of the Association. The President shall exercise general supervision over the business affairs, interest and welfare of the Association, shall appoint all standing committee chairmen and such special committees as deemed necessary. The President shall be an ex officio member of all committees and shall perform such other duties as may be approved by the membership. The President shall serve without compensation. Also, the President shall hire and supervise the Executive Secretary who will handle the general administration function of the Association.

Section 5. The Vice Presidents shall assist the President in the exercise of the duties of that office, shall preside in the absence of the President and shall perform any and all duties specifically delegated by the President. The Vice Presidents shall serve without compensation.

Section 6. The Secretary shall ensure that an accurate account of the minutes of all meetings and votes of the Board of Directors of the Association are kept; receive and answer all communications addressed to that office or that may be submitted to that office for this purpose by officers of the Association; supply and issue applications for membership and receive such applications when executed and forward them to the Membership Committee Chairman for appropriate action; and perform such other duties as may be required. The Secretary shall serve without compensation. Some of these duties may be delegated to the Executive Secretary, the headquarters staff person.

Section 7. The Treasurer shall collect and record all money due to the association from the Executive Secretary and in other means, deposit the funds in the Association bank account and pay all valid bills upon presentation of a suitable invoice. A report will be given to the Board at any meeting or at any time as specified by the President. The Treasurer shall serve without compensation.

Section 8. The President of the Association shall assume the post of Chairman of the Board when the term of President is over. The Chairman of the Board shall serve as the meeting chairperson in the absence of the President. This individual shall preside at all Board Meetings, according to Robert Rules.

Section 9. The elected officers and directors of the Association may be removed by a majority vote of the Board of Directors.

Section 10. The Regional Directors are elected to actively participate in the management process by recruiting new members, maintain contact with existing members, assist in the resolution of problems, coordinate regional meetings for networking purposes and other duties as specified by the President and Board of Directors. They should also work with the District Attorney’s and Court Clerk’s office in developing and maintaining the mandatory list of licensed investigators in their regions.

ARTICLE VII – BOARD OF DIRECTORS

Section 1. The Board of Directors shall be composed of the Chairman of the Board, President, First Vice President, Second Vice President, Secretary, Treasurer, six (6) Regional Directors, and three (3) Directors at Large. All standing committee Chairpersons and the Legal Counsel are non voting members of the Board.

Section 2. The Board of Directors shall be recognized as the governing body of the Association, subject to the Constitution and Bylaws.

Section 3. The Board of Directors shall act in an executive capacity and will vote on any relevant issues and matters which would require action prior to or at any Annual, Regular or Special Meeting of the Association. The position of Legal Counsel and Affiliate Representative are non-voting positions.

Section 4. A majority vote of the Board of Directors voting shall be binding on the Association.

Section 5. All members of the Board shall have one vote each.

Section 6. The Chairman shall make a report to the membership at the annual meeting of the Association.

Section 7. The Board shall perform all duties and functions as set forth in the Constitution and Bylaws.

Section 8. The Board shall establish policy governing the conduct of its own affairs and shall alter its procedures in its sole discretion.

Section 9. A majority of the Board members in good standing shall constitute a quorum at any meeting of the Board.

Section 10. The Board shall have the authority to remove from office, any officer or Board member who fails to perform his or her duties. The Board shall also have the authority to appoint a replacement for any unfilled Board or Officer vacancy.

Section 11. Board Members may remain on the Board of Directors until the end of their elected position until the expiration of their elected term, even after a voluntary non renewal of their license.

Section 12. The President may appoint members or non members as special advisors at his/her discretion.

ARTICLE VIII – APPOINTMENTS, COMMITTEES AND DUTIES

Section 1. The President may appoint a Chairman and Co-Chairman for each standing committee, to serve for the term of his or her office. The President may also appoint affiliate members to serve the Association in various capacities as he or she sees fit. The President may also remove any committee member for any good reason.

Section 2. Standing committee appointments shall be published at the earliest possible time on the PALI web site, or in such publication as the President may select.

Section 3. The President shall establish other committees and make appointments as necessary.

Section 4. The Constitution and Bylaws Committee shall examine the Constitution and Bylaws of the Association when necessary and will recommend proposed amendments and/or revisions.

Section 5. The Education and Training Committee shall coordinate and schedule speakers, seminars and any other activities related to education and training as offered by the Association.

Section 6. The Legislative Committee shall study, draft and prepare bills, ordinances and resolutions representing the Association’s position on issues for local, state and federal legislative and/or regulatory governmental agencies charged with the administration of matters of interest to the Association; further, the Legislative Committee shall be responsible for informing members and/or other committees of proposed industry regulations or legislative matters of interest.

Section 7. The Membership Committee shall have charge of all matters pertaining to the procurement of new members and shall thoroughly investigate all applicants for membership; further, the Membership Committee shall maintain records of member participation and shall have the power to recommend revocation or denial of membership as appropriate for just cause after providing the applicant or member with notice of the reasons for the revocation or denial and an opportunity to be heard thereon.

Section 8. The Publications Committee shall be responsible for the preparation, editing and publication of all official publications of the Association. The Publications Committee shall be responsible for the timely publication of all notices pertaining to proposed membership in the Association and to membership renewal. The newsletter Editor shall be either the Chairman or Co-Chairman of the Publications Committee.

Section 9. The Steering Committee shall provide the Board with guidance on matters of revenue, organization, membership, continuing education or other issues that may be requested by the President.

Section 10. The Ethics Committee shall provide guidance to the Board in regard to the ethical behavior of the members and advise the Chairman of any instance where a member may have violated generally accepted behavior of those in the profession. The Board shall be asked to decide what action, if any shall be accomplished by the organization.

Section 11. The Arbitration Board shall be appointed by the President and the members of this Board will be held in confidence by the President. The Board will investigate disputes between members and any association member may request a board hearing but the rulings of the board will be binding to the affected members. Board members will remain anonymous from the membership and each other and will act in the best interest of the PALI organization. The operating details shall be the responsibility of the President based on the circumstances involved.

ARTICLE IX – QUORUM

Section 1. Ten (10) members in good standing including two (2) members of the Board of Directors, one of whom should be the President or Chairman of the Board, shall constitute a quorum to transact business at any regular or special meeting. Meetings need not be of a personal nature and teleconferences may be used to expedite the issues. Votes on issues other than for the annual elections may be made by email.

Section 2. No person shall take active part in any meeting unless such person is a member in good standing.

Section 3. The President or Chairman of the Board must recognize motions that would change the operations or Bylaws before a Board vote may be conducted. After this recognition, the President or Chairman of the Board will call for the appropriate discussion and vote and the Secretary shall duly record the vote and disseminate the results to the membership.

ARTICLE X – S

Section 1. Regular business meetings of the Association shall be held at least once a year, at a time and place to be determined by the President and announced in a timely manner in the newsletter and on the web site. Email to the membership may also be used to communicate with the membership and hold Board meetings. The Annual meeting for the election of officers shall be held in September, October, or November in time for the officers to assume their duties on the first day of January.

Section 2. Special meetings of the Association may be called by the President or Chairman to transact any business deemed appropriate, providing, timely notification to all members in good standing is made specifying the time, place and purpose of the meeting.

Section 3. Any three officers of the Association may call a special meeting of the Association to transact business deemed appropriate, providing, timely notification to all members in good standing is made, specifying the time, place and purpose of the meeting.

Section 4. The President shall schedule a special meeting of the Association upon a written request of twenty percent (20%) of the members in good standing, who shall state the time, place and purpose of the request.

ARTICLE XI – AMENDMENTS OR REVISIONS

Section 1. This Constitution and Bylaws may be amended or revised by a two-thirds (2/3) majority vote of the Board of Directors, provided that the proposed amendments or revisions shall have been communicated to the members of the Board , either by United States mail or electronic mail dated at least fifteen (15) days prior to the vote. Amendments maybe offered for consideration on a timely basis.

Section 2. All amendments or revisions to this Constitution and Bylaws shall become effective immediately following an affirmative vote of the membership.

ARTICLE XII – PROCEEDINGS

Section 1. Robert’s Rules of Order, on all points not specifically provided for in this Constitution and Bylaws, shall govern all proceedings of the Association.

April 24, 2007