ARTICLE I - GENERAL No officer member or board of director shall be paid for serving in any appointed capacity. The executive director or any officer of the board of directors is authorized to reimburse any legitimate expense incurred by a member serving in an official capacity. Any payment must be approved by the complete board of directors prior to being paid. ARTICLE II - OFFICES The principal office of "INVESTIGATORS OF AMERICA" shall be located at P.O. Box 4243, Downey, CA 90241. The regional offices of "INVESTIGATORS OF AMERICA" shall be the business office of each regional director, who is appointed by the executive director. Section 1. General Membership: The general membership of "INVESTIGATORS OF AMERICA" shall consist of private investigators with a minimum of 1 year experience, licensed in those jurisdictions where licensing is required, and in good standing, in all cases. Failure to maintain a license in those states requiring a license or to remain in good standing in any other jurisdiction where the member practices will result in automatic immediate termination or affiliation with INVESTIGATORS OF AMERICA. It is anticipated that general membership will be not be limited. No membership fee shall be required by the association, however, a referral fee to cover reproduction, mailing costs and other annual operating expenses will be charged. The fee is to be established by the board of directors, and is subject to change, based upon the best estimate of annual administrative and logistical costs. The current fee is twenty-five ($25.00) U.S. dollars, per each case received either by a "Investigators of America" member or the general public. Members, who are delinquent in the payment of the fee may be removed from membership. Section 2. Special Memberships: In addition to the general members, described above, "INVESTIGATORS OF AMERICA" encourages the involvement of certain source agencies and prospective client organizations. These individuals, companies or entities shall be listed as Supplemental Support List Members. The supplemental support list will include members the specialties and expertise of whom are often required by and always available to our general members when needed. Section 3. Termination: As required in this article, Section 1 above, each and all general members agree to be governed by the "INVESTIGATORS OF AMERICA" Code of Ethical Standards and Conduct, and are subject to termination for violation of the canons of that code or for non-payment of the referral fee. Members may terminate of their own volition. Section 4. Reinstatement: A former member who resigned of his or her own volition and subsequently requests reinstatement may be reinstated at the discretion of the executive director, who will request input from the membership as to the petitioner's qualifications. This action may be undertaken through the Association online listserv, via facsimile, or by mail at any time. As in the case of new membership applications, the petitioner will be required to re-submit a copy of authorization to practice within the petitioner's jurisdiction if that jurisdiction requires licensing. The pre-screening process and public records check shall not be required unless deemed necessary due to possible disqualifying information developed subsequent to original membership status. In the announcement of reinstatement, the executive director may include any appropriate comments or recommendations, i.e. the presence of other members at the current location of the petitioner; or the present attitude or known business pursuits of the petitioner. ARTICLE V - BOARDS Section 1. Board of Directors: The executive director of INVESTIGATORS OF AMERICA" will establish and preside over a board of directors which consists of the association officers, regional directors and at-large members, all of whom are appointed by the executive director. The board will consist of members, up to nineteen (19). This board will act as a governing body and will meet at the location of and immediately prior to the commencement of the annual conference. The board will identify and conduct business essential to the continuing effectiveness and professional ability of the association. Section 2. Arbitration Board: An arbitration board shall be appointed by the executive director and shall consist of five (5) persons chosen from among the general membership. The identity of these members will be known only to the executive director and secretary of the board. They will not be known to each other or to any other member. This anonymity shall also cloak the identity of parties seeking or requiring arbitration. It is to assure the unbiased decision of this board, that the non-disclosure factor must be strictly enforced. All members of the arbitration board agree to serve in secrecy and all members of "INVESTIGATORS OF AMERICA" agree to maintain the secrecy of their involvement in any dispute submitted for arbitration. The executive shall prepare the dispute for arbitration, identifying the adversaries as Party A, Party B, and Party C or by other designations contrived to prevent identification. The return of at least three (3) of the opinions of the arbitration board will be deemed sufficient for the preparation of a decision by the executive director. It will be the responsibility of each member of the arbitration board to return his or her opinion as quickly as possible. In the opinions rendered by the board, as in all legal or quasi legal matters involving "INVESTIGATORS OF AMERICA" members, the Anglo-American rule of law, "innocent until proven guilty", shall prevail. All association members agree that the decisions of the arbitration board shall be binding. Any member affected by the decision of the arbitration board may request an appeal based on information or evidence not available at the time of the original decision, or the member may appeal the decision to the board of directors. ARTICLE VI - SEMINARS Section 1. Annual Convention: "INVESTIGATORS OF AMERICA" shall conduct a seminar once a year, at a place to be agreed upon by the membership. The locale will be geographically alternated each year to promote frequent attendance by all members. The seminar will present current information and technology, state of the art developments, regulatory changes and any other matters of interest to the attendees. Recognized experts will be sought as presenters, with most coming from among "INVESTIGATORS OF AMERICA" ranks. Emphasis on the highest standards of ethical conduct, which is an integral part of the "INVESTIGATORS OF AMERICA" philosophy, will be a principal part of the seminar. The seminar shall be open to members and non-member colleagues. Section 2. Regional Seminars: Seminars may be suggested, requested or sponsored by any member of "INVESTIGATORS OF AMERICA". To be officially recognized by the association, proposed seminars should be submitted for approval to the regional director in the area where the seminar is to be held. The regional director will assist the member in every way possible to promote the success of the proposed seminar, seek official recognition by the board of directors and assure that all members are invited to attend by the publication of details on the "INVESTIGATORS OF AMERICA" website and in the pertinent "INVESTIGATORS OF AMERICA" listservs. Section 3. Robert's Rules of Order: All meetings and assemblies of the association will be governed by procedures outlined in the "Robert's Rules of Order" except where they may be in conflict with the by-laws of this association. ARTICLE VII - PUBLICATIONS Section 1. By-laws: These are the by-laws of "INVESTIGATORS OF AMERICA". All members are empowered to suggest changes to these by-laws, at any time. The by-laws and amendments shall be reported on the association website and a personal copy made available to any requesting member at the annual convention or by mail. Changes and corrections, which do not amount to content amendments will be announced at the annual meeting and published on the "INVESTIGATORS OF AMERICA" website and/or in the pertinent "INVESTIGATORS OF AMERICA" listservs. Copies of the changes will be faxed to any member upon request. Section 2. Code of Ethical Standards and Conduct: The "INVESTIGATORS OF AMERICA" Code of Ethical Standards and Conduct will be submitted for the required approval of the board of directors. Amendments to the code must be approved by that body. Upon adoption of the code, all members shall be apprised thereof by publication on the association website. All new members shall be furnished a copy of these By-laws. Members shall be required to conduct their business affairs in accordance with the code. Section 3. Membership Directories: a. Membership directories, including the supplemental support list and distribution list members shall be published and updated as required. This need shall be determined by the executive director, usually, once each calendar year. The directories shall provide the name, business address and all business telephone, facsimile, pager numbers and e-mail addresses, when such data is provided by the member. Inclusion of these updated directories which can be accessed by name or location on the association website shall constitute sufficient publication. ARTICLE VIII - AMENDMENTS TO THESE BY-LAWS By-laws amendments must be submitted in writing to the board of directors for debate. The association member suggesting the amendment must present the proposal to the board at the meeting where the proposed amendment is to be considered, or he/she may delegate another member as presenter. All board approved amendments shall be provided to the general membership at the next annual convention, for adoption.