Revised 9-18

BY-LAWS

PREAMBLE

This Association has been formed as a joint venture by the combined membership of the World Association of Detectives and the International Secret Service Association for the following purposes:

To promote and maintain the highest ethical practices in the profession of private investigator or security service;

To select for membership only those individuals whose personal and professional backgrounds and business affiliations have strictly observed the precepts of truth, accuracy and discretion; 

To endeavor to eliminate unreliable, incompetent and irresponsible members of the profession;

To foster and perpetuate a spirit of co-operation among its members and with all those engaged in law enforcement;

To further and establish a mutual feeling of trust, goodwill and friendship among agencies throughout the world.

ARTICLE I – NAME

Section 1.  The name of this Association shall be:  The World Association of Detectives, Inc.

ARTICLE II – OBJECTS

Section 1.  The objects and purposes of this Association shall be to promote the principles and policies as set forth in the Articles of Incorporation of this Association and the foregoing preamble.

ARTICLE III – LOCATION and EMBLEM

Section 1.  The legal address shall be in the City of Las Vegas, State of Nevada, U.S.A., for the reason the Association has been incorporated under the laws of that State.

Section 2.  The International Headquarters for the purpose of conducting the business of the Association shall be determined by the Executive Director.

a)  The official language of the Association shall be English.

Section 3.  The official emblem of the Association shall be depicted as a sphere with the hemispheres indicated as well as latitudinal and longitudinal lines upon it. World Association of Detectives, Inc., encircling the sphere from left to right at its outer circumference.

Section 4.  No shield or badge shall carry reproductions of this emblem or the monogram W.A.D. nor shall any metal protection signs carry a reproduction of this emblem.  This also applies to incorporating the words, Member of the World Association of Detectives, Inc. on protection signs of any kind.

Section 5.  It is a condition of membership, and each and every member of the Association agrees, that the use of the symbol of the Association shall be and is limited to the time during which the membership herein shall be in good standing and each member hereby agrees that upon the termination of the membership to discontinue the use of the said symbol.  As a further condition of membership, that only the approved cut and/or the words, Member, World Association of Detectives, Inc., may be used in the advertising of the member or their agency.

ARTICLE IV – MEMBERSHIP

Section 1.  There shall be five (5) classes of membership in the Association:  (a) Active Members; (b) Life Active Members; (c) Probationary Members; (d) Honorary Members; and (e) Associate Members.

(a)   Active Members

i)  An active member shall be an individual who is a Principal or the Manager or Branch Manager of an agency, firm, or corporation, which has been in operation for one (1) year, legally qualified to practice the profession of Private Investigator or Security Service, and has been employed as such for a period of three (3) years, unless decided otherwise by the Executive Committee, and licensed where required and be a legal representative.  Combined experience from more than one agency, firm or corporation shall apply.  An applicant who is not a Principal must submit, in English, a letter of authorization from the President of the Company, on company letterhead, verifying their stated position.  The Board of Directors shall also consider applications from persons in countries where three (3) years of business experience was not possible.  No Company shall exceed three (3) members on the Board of Directors.  An active member has voting privileges.

ii)  Any member who is in good standing in the Association but who does not hold power of attorney or similar representation on behalf of his/her agency or company shall submit to the Executive Director an affidavit assuming the same responsibility as all other members of the Association.

iii) Any person who has been an Active Member for a period of at least five (5) years and is a member in good standing, but has become inactive or retires from business may continue membership. The annual dues shall remain the same until, or if, they qualify for Life Active Membership, and shall entitle such member to all the rights and privileges of an Active Member.  Their directory and website listing shall show Retired or Inactive instead of specialty codes.

(b)   Life Active Members

Life active membership shall be limited to all active members who have paid their membership dues continuously for the past twenty-five (25) years. A Life Active member under the age of seventy (70) shall be entitled to all privileges of an active member and shall pay one-half (1/2) of the annual dues set by the Board of Directors. Life Members who have reached the age of seventy (70) shall be exempt during their lifetime from payment of dues and shall be entitled to all privileges of an active member.

(c)   Probationary Members

An applicant will become a probationary member once his/her application has been processed by the Executive Director.  When the applicant is approved by the Executive Committee he/she will then become an active member. Those applicants, approved by the Executive Committee, who have not reached the three (3) years required experience will remain probationary members until the three (3) years is obtained at which time the Executive Committee shall consider certifying them to full active membership. During this extended probationary period the dues will be the same as for Active Members and the probationary member shall receive all Association communications, shall be entitled to attend any regular meeting of the Association but will have no voting privileges and shall not permitted to hold office and will be ineligible to serve on any standing or special committee.

(d)   Honorary Members

i)  Honorary membership shall be granted to individuals who have performed some particular service for the Association or who have in some way performed matters of importance for law enforcement or on behalf of the progress of criminal or civil investigations.

ii)  Such person or persons, upon a motion of three (3) active members in good standing, may be elected by the Board of Directors or at the Association’s annual conference to honorary membership in perpetuity.  They shall not be eligible to vote nor to hold office. They shall pay no dues.  Honorary membership of the Association may be rescinded at any time by a majority vote of the Board of Directors upon good cause.

(e)   Associate Members

An Associate Member shall be a person who acts in the capacity of an Attorney; a Paralegal; a Government Investigator; an Insurance Company Investigator; a Corporate Security Director; an expert, for example, a Fingerprint Expert, a Voice Print Expert, or a Polygraph Examiner; or another who provides a substantially related service or works in a related field of Criminal Justice or Jurisprudence.  The annual dues for such membership shall be the same as for an active member. He/she shall have all rights and privileges of an active member except he/she shall have no voting privileges or the right to hold office.

Section 2.  All applications for membership must be made to the Association online at the WAD website, or in writing on an application form provided and accompanied by the following:

a)  Remittance by check, money order or bank draft, drawn on a United States Bank and in United States currency, or by credit card covering one year’s annual dues in advance, plus the entrance fee applicable at the time of the application, pursuant to Article V, Section 1. 

Section 3.  No applicant for membership shall be accepted if convicted of a felony unless seven (7) years have elapsed since the completion of any sentence imposed by the courts as a result of this conviction.

Section 4. The Executive Director shall arrange to publish the names of all applicants for membership via the “announce list-serve” after receipt of such application, to afford members an opportunity to submit objections regarding any applicant for membership.  Such objection shall be communicated to the Executive Director no later than ten (10) days after publication. 

Section 5.  If, after reviewing, processing and investigating the application, the applicant meets all the necessary qualifications for membership, he/she shall be certified as a regular active member by a vote of the Executive Committee.  Upon election to active membership the applicant shall be notified by the Executive Director and then become eligible to all the rights and privileges of an active member, have his/her name included in the membership list and be issued with a membership certificate or plaque, and membership directory.

a)  Any Active Member, Probationary Member, Life Active Member, or Associate Member still engaged in business, must list their main office in a location where they conduct business on a regular basis, are licensed where required, and otherwise operating legally under all applicable laws. They, or at least one employee, must live within a reasonable distance of that office to conduct assignments from other members in a timely manner.

b)  Any Member listing a Branch or Additional Office must only do so if they conduct business at that location on a regular basis, are licensed where required, and otherwise operating legally under all applicable laws.  They, or at least one employee, must live within a reasonable distance of that office to conduct assignments from other members in a timely manner.

c)  No Member may list Branch or Additional Offices, Virtual Offices, or Ghost Offices in their advertising or websites where they do not legally maintain an office as described above. 

Section 6.  The resignation of any member in good standing shall be accepted when documented to the Executive Director. 

a)  The Executive Director shall notify the member of the acceptance of their resignation. 

ARTICLE V – DUES

Section 1.  The dues of the Association shall be determined by the Board of Directors.  They will be in U.S. currency and changes approved by the general membership at the Annual Meeting.  It will then be published via the “announce list-serve” and in the next W.A.D. Newsletter.

a)  The application processing fees of the Association shall be determined by the Board of Directors and approved by the general membership at the Annual Meeting.

Section 2.  Any member not paying dues by their due date of any year shall be deemed delinquent. A suspension may be tolled after 30 days.

Section 3.  No member who is delinquent in his/her dues will be allowed to vote at any meeting.

Section 4.  If any member does not pay dues within 90 days of their due date, such member’s membership in this Association shall be cancelled upon written Notice.

Section 5.  Any member may be exempted from the provisions of Sections 2 and 4 of this Article concerning delinquency in dues provided they submit, in writing, justifiable reasons for same and such reasons are approved by the Executive Director.

Section 6.  Upon payment of all dues, current and past, any such person may be reinstated to membership by the Executive Director.

ARTICLE VI – BOARD OF DIRECTORS

Section 1.  Whenever the term Board of Directors is used in these by-laws, it shall mean and include the elected Officers, elected Directors, the ex-officio Directors, and any Designated Directors.

a) The elected Officers of this Association shall consist of a President, First Vice President, Second Vice President and the Third Vice President.

b)  The elected Directors shall consist of no more than twelve (12) directors, each elected for a staggered term of three (3) years.

c)  The ex-officio Directors shall consist of the Past Presidents.

d)  The Designated Directors shall include those Members elected as set forth herein.

e) The President shall prepare and submit a list of committee appointments to the Board of Directors.  The Board shall confirm the appointment of Committee Chairs.

 f)  The Historian, Parliamentarian, and Sergeant-at-Arms shall report to the Chairman of the Board directly.   

Section 2.  A member may be nominated for election to the Board of Directors who has been a member in good standing for a minimum of five (5) years and shall have attended at least three (3) Annual Conferences during that period with at least two (2) such meetings being consecutive.  Designated Directors are exempt from this requirement.  There may be no more than four (4) elected or Designated Directors on the Board at any time from any one country. 

Section 3.  A Designated Director shall be an active member in good standing of this Association for a minimum of five (5) years who has been elected by the Board of Directors at the Incoming Board of Directors Meeting at the Annual Conference.  The Board of Directors may elect up to four (4) Designated Directors.

a) To be eligible to be elected as a Designated Director, the member must be present at the Annual Conference. 

b) Designated Directors shall be elected for a term of one (1) year. 

Section 4.  All Members of the Board of Directors shall have one vote each.

ARTICLE VII – DUTIES

Section 1.  President.  The President shall be the chief executive officer of this Association and shall serve without remuneration.  The duties of the President shall be as follows:

a)  To exercise general supervision over the business affairs, interest and welfare of the organization;  to appoint a Sergeant-at-Arms;  to appoint a Historian;  to appoint the Ambassadors;  to prepare and submit a list of committee appointments to the Board of Directors for their approval;  and to act as an ex-officio member of all committees except the Grievance Committee.  The President may appoint a Parliamentarian.

b)  To call special meetings of the Board of Directors.

c)  To preside at the annual meeting of the Association.

d)  To preside at all Board of Directors meetings in the event the Chairman of the Board of Directors is not in attendance.

e)  To decide all questions of order and shall preserve order and decorum.

f)  To make a report to the membership at the Annual Conference and a copy of the said report shall be sent to the Executive Director at least fifteen (15) days prior to the Annual Conference.

g)  The President shall be reimbursed for official expenditures incurred on behalf of the Association such as postage, telegrams and telephone calls.

h)  The President, upon completing his/her term of office, will automatically become a permanent ex-officio member of the Board of Directors and will have all the privileges of other members of the Board.

Section 2.  Vice Presidents.  The First Vice President, the Second Vice President, and the Third Vice President shall assist the President in the performance of his/her duties and shall assume and discharge the duties of the President in his/her absence when needed in their respective areas.  They shall perform any and all of the duties specifically delegated to them by the President and shall serve without remuneration.  Each Vice President shall be entitled to one (1) vote at all meetings.

a)  The First Vice President shall assist the President in the performance of his/her duties.  In the event the office of President is permanently vacated for any reason, the First Vice President shall become acting President and act in that capacity for the duration of the term of office.

b)  The Second Vice President shall assist the President in the performance of his/her duties.

c)  The Third Vice President shall assist the President in the performance of his/her duties.

Each Vice President shall make a report to the membership at the Annual Conference and a copy of said report shall be sent to the Executive Director at least fifteen (15) days prior to the Annual conference.

Section 3.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors;  shall act in an advisory capacity to all officers and directors;  and shall poll the Board for their vote or opinion on matters pertaining to the Association that require attention prior to the regular Board Meetings.  The Chairman of the Board of Directors shall make an annual report for the Board to the members at the Annual Conference and a copy of said report shall be mailed to the Executive Director at least fifteen (15) days prior to the Annual Conference.

a)  The Chairman of the Board has the authority to approve, change or correct arrangements for the Annual Conference.

b) The Chairman of the Board is also the Chairman of the Grievance Committee of the Whole.

c)  The Board of Directors shall have the authority to employ an Executive Director to assist in the daily operations of the Association.

Section 4.  Board of Directors.  The Board of Directors shall be the Governing Body of the Association subject to the provisions of the By-laws of the Association.

a)  The Board of Directors shall perform all duties set forth by the By-laws of the Association.

b)  The Board of Directors shall approve the appointment of all Committee Members.

c)  The Board of Directors shall not incur any debt(s) in any one (1) year in excess of the annual income for such a year unless a special fund is set up to provide funds for such debt whereby a two-thirds (2/3) vote of the Board of Directors authorizing a withdrawal from the Reserve Fund as specified herein.

Section 5.  Executive Committee.  The Executive Committee shall be composed of the President, the First Vice President and five elected members of the Board of Directors who shall be Past Presidents with voting rights or elected Board members who have achieved Life Membership. Elected members shall consist of representation of a minimum of two continents. The five elected members shall serve a term of 2 years.

a)  The Executive Committee shall perform such duties between meetings of the Board of Directors as the Board may authorize.  It shall have the power to act upon questions and matters requiring immediate decisions provided that none of its acts shall conflict with actions taken previously by the Board.

b)  The Executive Committee shall have the authority to select and appoint a replacement for the office of Executive Director in case of the need for such replacement due to death or debilitating illness, until such time as the next regularly scheduled meeting of the Board, regardless of the requirements for that office as indicated elsewhere in these By-laws.

c)  If the Executive Committee finds a replacement is necessary due to the Executive Director’s inability to serve the best interest of the Association, the Executive Committee may submit to the Board of Directors its recommendation for a temporary replacement in that office until the next regularly scheduled meeting.  The Board of Directors shall respond as quickly as possible, in writing, not later than thirty (30) days after receipt of said recommendation.  A temporary replacement must be ratified by a majority vote of the Board of Directors.

d)  If a voluntary vacancy occurs in the office of Executive Director prior to the regular Annual Conference, a replacement may be selected by the Executive Committee.

e)  The Executive Committee shall meet as necessary during the Association’s year and, in any event, just prior to the annual Board meeting at the Conference location.  Other meetings may be held at the call of the President or upon written request of three (3) members of the Committee.

f)  Five (5) members of the Committee shall constitute a quorum.

g)  The President shall present a report of the Executive Committee at each meeting of the Board and at such other times as the Board or Committee shall deem necessary.

Section 6.  Executive Director.  The duties of the Executive Director shall be under the control and jurisdiction of the President and will follow the policies as outlined by the Board of Directors.  The Executive Director will serve as Association Manager and may use his or her own employees in the performance of his or her duties, or establish an Executive Management Team (EMT) consisting of members who will contract with the association to handle specific assignments such as Administrative Manager, New Applicant Manager, Technology Manager, Print Communications Manager, and others approved by the Board of Directors. 

Duties and remuneration of the Executive Management Team (EMT) members will be described in individual contracts approved by the Board of Directors. 

Whenever the term Executive Director is used in describing duties in this section, it shall refer to the Executive Director causing such duty or assignment to be performed by the appropriate member of his or her staff or appropriate member of the Executive Management Team (EMT). 

The Executive Director shall perform the following duties:

a)  The Executive Director shall keep an accurate account of the minutes at all meetings of the Association and the Board of Directors; receive and answer all communications addressed to him/her or submitted to him/her for this purpose by the other officers or directors of the Association; and supply and issue applications for membership and receive such applications when executed in accordance with Article IV.

b)  The Executive Director shall keep a complete and accurate record of monies received by him/her for dues, funds, or for miscellaneous reasons and to issue receipts for same when necessary; deposit all monies received in a depository of his/her selection, in the name of the Association; include the name of the current President of the Association, as well as the Chairman of the Board, together with his/her own on the current Bank Resolutions to permit the signature of any one of these three (3) persons in issuing checks, thus providing an alternative in case of the inability of the Executive Director to perform his/her functions; sign all checks; make all authorized disbursements; make a monthly detailed report including all check numbers, amounts, payees and dates written, sending a copy of such reports to all members of the Board of Directors and keeping one copy in his/her files for the annual audit; make a full report of all monies received and disbursed by him/her during the year at the regular Annual Conference;  and deliver all monies, books, papers, and other property of the Association to his/her successor, when appointed, within thirty (30) days.

c)  The Executive Director is to perform such other duties as shall be required of him/her by the President or the Board of Directors in the best interest of the Association.

d)  The Executive Director shall publish or cause to be published, at appropriate intervals, a list of the current applicants for membership, names and addresses of new members, suspensions or expulsions, death notices of members, and proposed amendments to the By-laws received by his/her office in sufficient time for proper notification to the membership; he/she shall also compile a list of paid memberships for mailing purposes.

e)  The Executive Director shall be allowed all expenses of postage, telegrams, telephone calls and such other expenses made necessary by the duties of the office; In addition, he/she shall be paid a monthly sum of money for management services.

f)  The expenses of the Executive Director shall be paid by the Association when he/she is in his/her official capacity at any business meeting or when instructed by the President, with the approval of the Chairman of the Board of Directors, to proceed to any point to represent the Association; he/she shall be allowed actual travel expenses, not to exceed the regulation rail, bus or plane fare, to and from the place of the meeting or place of assignment and further expenses, as decided annually by the Board of Directors, shall be allowed to defray actual costs of the hotel room, meals and other necessary incidental expenses;  this allowance to start from the day of departure from home, provided that for a business meeting he/she shall time arrival not to exceed one day prior to the opening day and shall leave not later than one day after adjournment.

g)  The Executive Director, President and Chairman of the Board, who are authorized to sign checks on behalf of the Association, shall be bonded in the sum of not less than sixty thousand dollars ($60,000) and the premium for the said bond shall be paid by the Association.

h)  The Executive Director shall have printed special numbered ballots containing spaces for the names of the candidates for office and have them available for use at the election of the Annual Conference.

Section 7.  Historian.  The Historian shall search out, collect, mark and record to the best of his/her ability and have custody of all articles and items of historic value and interest to the Association.  He/she shall apply to members and others asking for photos, documents, emblems, banners, reports and minutes of meetings and shall acknowledge the donor of each.

Section 8.  Area Governors.  Each Area Governor shall act in a supervisory capacity over the Ambassadors assigned in their area, and assist the Board of Directors in all matters pertaining to the welfare of the Association, the attainment of its objectives, the solicitation of memberships and such other duties as are fixed by the Board, and may not serve in the same or like capacity for any other International Association.

a) Area Governors appointment by the President shall be approved by the Board of Directors at the Annual Conference. To be appointed, they must have been a member in good standing for a minimum of three (3) years and must have attended at least one Annual Conference or Mid-Term Meeting in the last 3 years.

b) There shall be a minimum of four (4) Area Governors appointed to represent Europe, The Americas, Asia, Southeast & East Asia, Australasia, Africa, and The Middle East.  Each Area Governor may represent one or more areas.

c) Area Governors will not only represent the association in their assigned areas, but represent the association internationally.

d)  An Area Governor may also serve as a Director or Officer.

e) Area Governors are required to provide a report to the membership at the Annual Conference, and a copy of the said report shall be sent to the Executive Director at least fifteen (15) days prior to the Annual Conference.

Section 9. Ambassadors.  Ambassadors are recognized by the President for service to the Association.  Each Ambassador shall assist the Area Governors and the Board of Directors in all matters pertaining to the welfare of the Association, the attainment of its objectives, the solicitation of memberships, new applicant screening, and may not serve in the same or like capacity for any other International Association.

a)  Ambassadors shall be appointed annually by the President at the Mid-Term Board of Directors Meeting and be approved by the Board of Directors. To be appointed, they must have been a member in good standing for a minimum of three (3) years.

b)  Ambassadors will not only represent the association in their local region or home country, but represent the association internationally.

c)  An Ambassador may also serve as a Director or Officer.

Section 10.  Sergeant-at-Arms.  The Sergeant-at-Arms shall have charge of and be responsible for the Association’s property and paraphernalia at the Annual Conference.  He/she shall see that the flags are properly placed and shall distribute bulletins, favors, ballots and other literature.  He/she shall provide seating for those present at the meeting.  It shall be the Sergeant-at-Arms duty to see that only members in good standing are allowed to vote.

a)  After each voting has been completed, the Sergeant-at-Arms and a Director of the Association shall signature seal all election ballots in a large envelope, which envelope shall be maintained by the Executive Director until the final Board Meeting of that Conference, for the purpose of resolving any election dispute.  After such final Meeting the Sergeant-at-Arms shall destroy the envelope and its contents. 

Section 11.  Editor.  The Editor shall be the Print Communications Manager if such a person is contracted.  In the absence of a Print Communication Manager, the Editor is appointed at the discretion of the President.  The Editor shall edit and publish a periodic publication and shall mail a copy of the publication to each member.  The publication shall contain material as provided for in Article VII, Section 6(d).  In addition to editing the material, the Editor shall devise and carry out plans for publicizing and interpreting to the membership the aims, ideals and accomplishments of the Investigative and Security profession through publication of articles of interest and relative material for the elevation of the profession and enlightenment of the membership through the W.A.D. NEWS.  The Editor shall be reimbursed for expenses advanced for the publication and mailing of the W.A.D. NEWS.

ARTICLE VIII – CONFERENCES OF MEMBERS

Section 1.  An Annual Conference of this Association shall be held at a place to be determined by the Board of Directors at each Annual Conference. Conference sites shall be rotated between North America, Europe, and a location outside North America and Europe provided an emergency change is not needed.

Section 2.  The Conference and Mid-Term Site Recommendation and Management Committee will propose up to six (6) locations as the site of an Annual Conference to the Board of Directors at the Annual Conference 3 Years in advance.  After appropriate consideration and research, the Committee will present a minimum of two (2) of these locations for a vote of the Board of Directors at the Annual Conference, two (2) years in advance.

 a)  It shall be the responsibility of the Conference and Mid-Term Site Recommendation and Management Committee to be in charge of all conference arrangements.  This includes hotel space, conference programs, speakers, and entertainment.  A local member or members may be selected by the Committee to serve as a local host or hosts and assist the committee with conference related tasks.  Private contract arrangers may not be used to organize the conference, but may be used to assist with hotel selection, tours, and entertainment.  Approximately eighteen (18) months prior to the Conference, tentative plans for all arrangements shall be submitted to the Board at the Mid-Term Board of Directors Meeting for their review and recommendations.  Not less than one hundred eighty (180) days prior to the Conference, detailed plans for all arrangements shall be submitted to the Chairman of the Board who shall have the authority to approve, change or correct same, having first examined the financial budget and estimated fees from registrants, etc., and having consulted with the Third Vice President and the Chairman of the Conference and Mid-Term Site Recommendation and Management Committee.

b)  The Association’s Conference financial responsibilities shall not exceed the Conference revenues.

Section 3.  The dates of the Annual Conference shall be determined by the Conference and Site Recommendation and Management Committee after reviewing available hotel proposals and conferring with the local members of the Association in whose city such Annual Conference is to be held, and any local host, or hosts. 

Section 4.  The Chairman of the Board shall have the authority to change the site of a Conference or Mid-Term meeting to an alternative location if necessary; however, the Chairman of the Board shall first consult with the Executive Committee and Chairman of the Conference and Mid-Term Site Recommendation and Management Committee. The alternative location may be any other location agreed upon by a majority of the above persons.

Section 5.  Twenty-five (25) members shall constitute a quorum for the Annual Conference. In the event a quorum of members is not present at the Annual Conference, a majority of the Board of Directors present shall have the authority to act, elect, appoint and transact business as if such matters were decided by the members.

Section 6. At any meeting of the members, any member may designate another person to act as a proxy. The proxy must be in writing, signed by the member, contain an expiration date, and be submitted to the Chairman of the Board thirty (30) days prior to the Annual Conference.

Section 7. No member shall take part in any meeting of the Association unless he/she is in good standing.

Section 8.  All wives and/or husbands of members of any class, their children, or their guests may attend the regular meeting of the Association upon payment of the established registration fee for non-members and then shall be accorded every privilege of an Active Member except the following limitations or exceptions:

a)  They shall not vote nor have voice privileges;

b)  They shall not sit in attendance at any executive session meetings except that authorization by a majority of members of the Board of the Directors, specified person(s) may sit in attendance.

Section 9.  The Meetings shall include, but not be limited to, the following agenda items:

 a)  Call to Order;

 b)  Roll Call (names of members who have registered to be called only);             

 c)  Set time for the election of Officers and Directors;

 d)  Set the time for the ratification of the Designated Directors;

 e)  Reading of the Minutes of the previous Annual General Meeting;

 f)  Address by the President;

 g)  Reports of the Vice Presidents;

 h)  Report of the Executive Director;

 i)   Report of the Chairman of the Board of Directors;

 j)   Report of the Standing Committee;

 k)  Report of the Special Committees;

 l)   Unfinished Business;

m)  Election of the Officers and the Directors (if any)

 n)  New Business;

 o) Report of the Conference Chairman of the next Annual Conference;

 p)  Good and Welfare of the Association;

 q)  Adjournment.

Section 10.  All members when speaking or offering a motion shall rise in their place and give their name, city and state or province and country to the presiding Officer and shall resume their seat.  While speaking on a subject they shall confine themselves to the question under debate, avoiding all personalities and indecorous language. No member of the Association will be permitted to speak more than once at any meeting on the same subject until all members who desire to speak on the same subject have been heard.

Section 11.  Any action that may be taken at a Regular or Special Meeting of the members may be taken without a meeting if the Association mails or delivers a written ballot to every member entitled to vote on the matter. The ballot must set forth each proposed action and provide an opportunity to vote for or against such proposed action.  Approval by written ballot is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorized in the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The solicitation for votes by written ballot must indicate the number of responses needed to meet the requirements of a quorum, the percentage of approval necessary to approve each matter, and specify the time by which a ballot must be received to be counted. A written ballot may not be revoked.

Section 12.  A Special Meeting of the members shall be called by the President, the Board of Directors, or upon a demand of more than five (5%) percent of the members.  Any demand must state the purpose for the meeting and must be signed, dated and delivered to the Chairman of the Board of Directors for the Association. Notice of the Special Meeting shall be in writing and signed by the Director designated by the Board of Directors and the Notice must state the purpose for the meeting, the time and place where the meeting would be held. The Notice shall be delivered personally or mailed or emailed to each member entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before such meeting.

ARTICLE IX – DIRECTORS’ MEETINGS

Section 1.  The Board of Directors shall meet in assembly mid-term between the Annual Conferences of the membership.

a)  The site shall be determined by an appropriate vote of the Board of Directors at the Annual Conference more than one (1) year in advance.  Sites shall be rotated between North America, Europe, and a location outside North America and Europe, so that the Annual Conference and Board of Directors Meeting shall not be held back to back on the same continent.  The date shall be selected by the Conference and Mid-Term Site Recommendation and Management Committee after reviewing hotel proposals and consulting with the Chairman of the Board.

b)  The Board of Directors shall determine the registration fee for the Annual Conference. This determination shall be based upon the findings, reports and recommendations of the Mid-Term Site Recommendation and Management Committee Chairman.

Section 2.  Special meetings of the Board of Directors shall be held upon call by the President or the Chairman of the Board of Directors. Notices of special meetings of the Board of Directors must be given at least thirty (30) days prior to the time of the meeting. Such notices must state the time and place of the meeting and the matter or matters to be taken before the Board at said meeting.

Section 3.  Any Director may waive notice of any meeting by a writing signed by him/her either before or after the meeting.

Section 4.  Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the Board of Directors or of such Committee. If the vote of a different proportion of the Directors or Committee Members is required for an action, then the different proportion of written consents is required. The written consent must be filed with the Minutes of the proceedings of the Board of Directors or the Committee.

Section 5.  The members of the Board of Directors or any Committee thereof may participate in the meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other.  Participation in such a meeting shall constitute presence in person at the meeting.

Section 6.  Eleven (11) members shall constitute a quorum for a meeting of the Board of Directors.  Each ex-officio member in attendance shall be counted as one towards a quorum.  A majority vote of the quorum of the Board of Directors shall be required for transaction of business except as otherwise provided in these By-laws.

Section 7.  An Annual Meeting of the Board of Directors shall be held immediately following the adjournment of the Annual Conference of the Association. No notice shall be necessary. The Annual Meeting shall include, but not be limited to, selecting a Chairman of the Board, approving the Committee Chairmen, and approving the Area Governors.

Section 8.  An elected member of the Board of Directors who misses two (2) consecutive Conferences and the interim Mid-Term Board Meeting or two (2) consecutive Mid-Term Board Meetings and the interim Conference may be removed by the Board of Directors and a replacement then elected.

Section 9.  An ex-officio member of the Board of Directors who misses two (2) consecutive Conferences and the interim Mid-Term Board Meeting or two (2) consecutive Mid-Term Board Meetings and the interim Conference shall no longer have voting privileges as a Board Member until he/she attends two (2) consecutive Annual Conferences or an Annual Conference and Mid-Term Board Meeting consecutively.

ARTICLE X – ELECTIONS

Section 1.  Officers and Directors with the exception of Designated Directors shall be elected at the Annual Conference of the Association in the following manner:

a)  At the opening of the Annual Conference, immediately after the roll call has been taken, the membership shall decide by motion properly made and seconded, the day and time during the Conference for the election of officers and members of the Board of Directors.

b)  Vote shall be by secret written ballot; members shall be issued ballots and shall deposit same in the ballot box.

c)  Election of Officers and Directors shall be separate; after the announcement of the results of the election of Officers, the ballots shall be distributed for the election of the Board of Directors following the same procedures as in the previous ballot.

d)  The first ballot distributed shall be for the election of the President and the First Vice President, Second Vice President, and Third Vice President.

e)  The second ballot shall not be distributed to the members until after the results of the election of Officers on the first ballot have been announced.

f)  Election shall be by a plurality of the votes cast by the members.

g)  No member shall be elected to hold the office of President for more than two (2) successive terms.

Section 2.  Candidates for all officer positions must be present at the Annual Meeting to be qualified for such election, unless, in the judgment of the Board of Directors, the absence is due to extenuating circumstances, and must have served as a Director on the Board for at least one (1) year and have been a member for at least five (5) years.

Section 3.  All Officers and Employees of the Association shall be prohibited from endorsing or nominating any candidate to any office during the pendency of the Annual Conference.

Section 4.  All nominations shall be made from the floor.

Section 5.  All Officers elected shall hold office for one (1) year or until their successors are elected and qualified.

Section 6.  Elected members of the Board of Directors shall be elected for staggered terms of three (3) years each except as herein provided and shall hold office until their successors are elected.

Section 7.  A vacancy created in any officer position (with the exception of the President) between the Annual Conferences shall be filled for the unexpired term of office by a majority vote of the Board of Directors. The vote may be taken by a poll of the members of the Board through correspondence by the Chairman of the Board. All Board members shall be given the opportunity to submit nominee(s) for the vacancy. Nominees are responsible for obtaining their own second.

Section 8.  A Director may be removed from office by the vote of a majority of the members of the Association.

ARTICLE XI – MANAGEMENT

Section 1.  The administration of the business affairs of the Association shall be managed and controlled by the Board of Directors.

ARTICLE XII – COMMITTEE APPOINTMENTS

Section 1.  The Board of Directors, after taking office each year shall confirm the appointments of each committee and the appointments made must be approved by the greater of:

a)  A majority of all the directors in office when the appointments are made if voting by email; or

b)  A quorum of fifteen (15) members of the Board of Directors.

Section 2.  The 1st Vice-President shall have charge of all matters pertaining to the procurement of new members. The 1st Vice-President of the Association shall require the assistance of the Officers, Directors and Ambassadors of the Association in solicitation of new membership applicants by attending trade shows, conducting mail-outs, electronic marketing and telemarketing.

Section 3.  The Legislative Committee shall investigate the advisability of adopting any proposed change in the By-laws of the Association and shall report its recommendations thereon to the Board of Directors. It may present bills, ordinances and resolutions to Federal, State and Local legislative bodies. It shall offer its co-operation to those governmental agencies charged with the administration of Private Investigative affairs and shall, at the direction of the Board of Directors, represent this Association and its members before all governmental agencies and legislative bodies.

Section 4.  The Seminar Committee shall prepare or cause to be prepared forums, workshops, symposiums and other educational papers and subjects to be presented at the Annual Conference or at any other times deemed advantageous or advisable. The Chairman of this Committee shall work closely with the Conference Committee Chairperson to prepare for an informative and educational Seminar Program at the Annual Conference. The Seminar Committee Chairperson shall give the final approval for all Seminar Programs. This Committee shall also publish from time to time in the W.A.D. NEWS educational and informative materials to be submitted to the Editor for presenting to the membership.

Section 5.  The Ethics Committee shall review all Ethics complaints. If circumstances warrant, the committee will recommend to the Chairman of the Board that a Lower Court should be appointed to hear a complaint. If it is found that there is an ethics problem that does not qualify for the appointment of a Lower Court, the Committee will make a written recommendation to the Board of Directors for resolution of the matter.

Section 6.  The Public Relations Committee shall keep the public informed of all of the Association’s activities and also assist the Conference Committee Chairman with publicity at the Annual Conference and shall assist the Editor by submitting articles for publication.  It shall make reports to the Board of Directors upon request. The Chairman shall make a report to the general membership at the Annual Meeting and a copy of the said report shall be sent to the Executive Director at least fifteen (15) days prior to the date set for the Annual Conference.

Section 7.  The New Business Committee shall give consideration to the ways and means of increasing the business of the individual members; of handling international business; and of developing business on a national and international scale. The Chairman shall make a report to the general membership at the Annual Conference and a copy of the said report shall be sent to the Executive Director at least fifteen (15) days prior to the date set for the Annual Conference.

Section 8.  The Audit, Budget and Finance Committee shall prepare a budget and study the financial matters and procedures for the Association; assist, advise and be available by mail and be at the Meetings; and make recommendations to the Board of Directors.

Section 9.  The Conference and Mid-Term Site Recommendation and Management Committee shall make recommendations for future meeting sites based on the availability of hotel and meeting space, the overall cost of the location, membership’s desire to attend the location and the overall benefit to the Association.

a)  The Committee shall arrange and organize Conferences and Mid-Term meetings as specified in Article VIII, Sections 2, 3 and Article IX, Section 1 (b). 

b)  The Committee shall be composed of a minimum of seven (7) members.  The members shall serve without remuneration other than authorized expenses related to site inspections, however the Chairman will be provided with a hotel room for up to six (6) nights at the Annual Conference and up to three (3) nights at the Mid-Term Meeting.  The Chairman shall make a report to the general membership at the Annual Conference and a copy of the said report shall be sent to the Executive Director at least fifteen (15) days prior to the date set for the Annual Conference.

ARTICLE XIII – DISCIPLINE

Section 1.  Any member or officer of the Association may be censured, reprimanded, suspended or expelled for conduct unbecoming a member of the Association; for violation of the By-laws and Code of Ethics of the Association; or, for any conduct which may endanger the welfare, interest or reputation of any individual member or of the Association.  Each and every member of the Association further agrees to fully comply to all local, national and international laws and licensing regulations where applicable.

Section 2.  Five (5) members of the Board of Directors, appointed by the Chairman of the Board, shall constitute a Lower Court for any hearing and decision on any given grievance or ethical issue. The Chairman or Presiding Officer for the Lower Court shall also be named by the Chairman of the Board of Directors.  The remaining Board of Directors not serving on the Lower Court will serve as the Grievance Committee of the Whole.

Section 3.  The Lower Court shall receive and act upon such grievances or ethical issues as brought to their attention by the Executive Director.  The Lower Court should then submit its findings and recommendations to the Grievance Committee of the Whole for disposition.

Section 4.  It shall not be the duty of either the Grievance Committee of the Whole or the Lower Court to have to investigate or accumulate evidence but just to receive pleadings, answers, depositions, interrogatories and documents as submitted by the complainant and respondent and upon such pleadings and evidence reach a majority decision.

Section 5.  Any member in good standing, except Honorary and Probationary Members, may prefer charges against another member or officer. Written charges against a member or officer shall be filed with the Board of Directors in the following manner: One copy of all grievances and substantiating documents shall be submitted to the Executive Director in every instance and the Executive Director shall immediately distribute, when received, as follows:

1.  One copy to the Chairman of the Board of Directors, he/she shall keep and distribute one each for the members of the Lower Court.

2.  One copy to the Respondent.

3.  One copy to be maintained in the Office of the Executive Director.

Section 6.  The complainant shall be responsible for all reasonable expenses incurred by the Association in processing his/her grievance.

Section 7.  It shall be the duty of the Presiding Officer of the Lower Court to expedite the case by setting a reasonable time limit for all documents to be in and a reasonable time thereafter for the Lower Court’s decision.

Section 8.  The Grievance Committee of the Whole, meaning all of the Board Members who otherwise did not sit as the Lower Court, shall render their decision within a reasonable time as the mails allow. All decisions shall be made known to all interested parties, the Officers and all Board Members for their appropriate actions and attentions.

Section 9.  Final appeal, if desired, shall be made through the Grievance Committee of the Whole within thirty (30) days after notification.

Section 10. Non-Payment of the bill for exchange work shall not be considered grounds for filing a grievance. However, when a written contract/agreement exists between the parties, the Association may assist in mediating the dispute if requested and agreed by both parties.

 Section 11. Any member may file a grievance on the grounds of a bad investigation, exceptionally poor time service or violation of the Code of Ethics which caused the forwarding member embarrassment or loss of prestige with his or her client. A grievance may also be filed for failure to perform. No grievance will be considered unless written agreement/contract between the parties exists, a copy of which must be attached to the grievance. Email exchanges between the parties which include at a minimum, the charges, authorized budget, and required completion deadline of the investigation, may serve as a written contract. Any authorized employee or representative of a member involved in producing the written contract or the email instructions will be considered a party for the purposes of the grievance. Complaints for failure to perform shall be made within 90 days after receipt of the bill.

Section 12.  If a final appeal has been filed timely after the Grievance Committee of the Whole has made a notification of suspension or expulsion the accused member shall have the right to have a hearing.  The member shall be notified by registered mail at least thirty (30) days in advance of the date and place of the hearing. The accused shall be entitled to be represented by counsel, this in accordance with Robert’s Rules of Order.  The Board shall then act as a Board of Final Review. A majority vote of the Board of Directors shall be necessary for the suspension. A two-thirds (2/3) vote of the Board of Directors shall be necessary for the expulsion of an elected Officer or Director.  The action of the Board on appeal shall be final.

Section 13.  A member having been censured may be placed on probation for a period of up to two (2) years, the term to be determined by the Grievance Committee of the Whole, based upon the severity of the offence. Should the offending member be charged with, and found at fault of, another violation during the period of probation, they shall receive no less a penalty than a reprimand. A member or an officer having been reprimanded or suspended by the Board of Directors of the General Membership shall not be eligible to hold office or an appointed position for a period of up to five (5) years, the term to be decided by the Board of Directors. If already an elected officer, Ambassador, or any member holding any other appointed position within the Association, such reprimand or suspension shall automatically remove the member from the position into which he/she has been appointed, and in like manner, he/she shall not be eligible to hold any office or position again for the length of the penalty.

ARTICLE XIV – PROCEDURE

Section 1.  The current edition of Robert’s Rules of Order shall govern the parliamentary conduct of all conferences, meetings, hearings, and administrative functions, rulings, and decisions, except as otherwise provided herein.  The laws of the State of Nevada shall govern the handling of the business affairs of the Association.

ARTICLE XV – PROTECTION OF CHARTER

Section 1.  In order to protect and prevent abuse or misuse of the Corporate names of the two (2) Associations merged in this Association, namely the World Association of Detectives and the International Secret Service Association, it shall be the perpetual duty of the Officers and the Board of Directors of the World Association of Detectives, Inc. to take any and all legal steps necessary to retain the characters and names of the aforesaid merging Associations.

ARTICLE XVI – AMENDMENTS

Section 1.  The By-laws shall be amended in the following manner:

a)  The proposed amendment must be communicated to the Executive Director and the Chairperson of the Legislative Committee, at least sixty (60) days prior to the date of any scheduled Board Meeting.

b)  The Chairperson of the Legislative Committee will submit the proposed amendments to the Board of Directors thirty (30) days prior to the next regularly scheduled Board Meeting.

c)  The proposed amendment may be adopted by a two-thirds (2/3) vote of the votes cast by the Board of Directors.

ARTICLE XVII – SUSPENSION OF RULES

Section 1.  Any section of the By-laws relating to the business procedures can be suspended by a two-thirds (2/3) vote of the votes cast by the membership at the Annual Business Meeting.

Revised 9-18