ARTICLE II – MEMBERS
2.1 CLASSES OF MEMBERS
The Corporation shall have multiple classes of members. Each class of members must meet the following qualifications for membership: The applicant for membership must apply for membership in the Corporation by meeting such qualifications, completing such forms, and paying such membership fee or fees as shall from time to time be designated by the Board of Directors for each authorized class of membership. Membership, with the exception of Associate Vendor and Company Members, is limited to individuals. Any individual applying for membership holding a license issued by the state agency charged with the licensing and oversight of private investigators in Texas, must be in good standing with that Agency. There shall be the following classification of membership:
2.1.1 Active Member – Voting: Individuals licensed or registered by the state agency charged with the licensing and oversight of private investigators in Texas as a Private Investigator or Private Investigations Company shall be eligible to make application for Active Membership.
2.1.2 Affiliate Member – Non-Voting: Any person engaged in an investigative capacity with private industry or employed by a city, county, state, or federal agency in an investigative capacity may apply for Affiliate membership. Affiliate members enjoy all the benefits of TALI membership except they have no voting privileges, are not eligible to be Lifetime Members, and may not hold office on the TALI Board of Directors.
2.1.3 Associate Member – Non-Voting: Persons engaged in private investigation residing outside the State of Texas, who are licensed and in good standing with a governing body. If no licensing exists in the state where the applicant conducts business, a letter from the Sheriff’s Department of the county where the applicant conducts business shall be required. The letter shall show that the applicant has no convictions of the grade of felony or misdemeanor involving moral turpitude. Associate members enjoy all the benefits of TALI membership except they have no voting privileges, are not eligible to be Lifetime Members, and may not hold office on the TALI Board of Directors. The number of members from an investigative company is unrestricted.
2.1.4 Associate Vendor – Non-Voting: Individuals or businesses engaged in providing products and/or services to the investigative industry. Associate Vendor members enjoy all the benefits of TALI membership, except they have no voting privileges, are not eligible to be Lifetime Members and may not hold office on the TALI Board of Directors.
2.1.5 Honorary Member – Voting: May be granted for one year by the Board of Directors to those current or former TALI members performing outstanding service or under special circumstances. Honorary members enjoy all the benefits of TALI membership. There shall be no dues for Honorary Membership.
2.1.6 Lifetime Members – Voting: Members who have twenty consecutive years of membership in TALI. There shall be no dues for Lifetime Members and no requirement to maintain an active license with the governmental authority regulating the Private Investigators in the State of Texas if none is required.
2.1.7 Senior Member – Non-Voting: Individuals licensed or registered by the state agency charged with the licensing and oversight of Private Investigators in Texas as a Private Investigator or Private Investigations Company on the date of their retirement from active practice after their 62nd birthday shall be eligible to make application for Senior Member membership which shall not be a voting member of the Corporation, they may not hold office on the TALI Board of Directors and are not eligible to be Lifetime Members.
2.1.8 Student Member – Non-Voting: Individuals enrolled in an accredited university or program acceptable to the Board of Directors and not licensed as a Private Investigator in Texas shall be eligible to make application for Student Member membership which shall not be a voting member or the Corporation, they may not hold office on the TALI Board of Directors and are not eligible to be Lifetime Members.
2.2 APPLICATION FOR MEMBERSHIP
The Board of Directors shall develop a policy for processing and accepting or rejecting Membership Applications.
2.3 DUES
Dues for the various classifications of membership shall be set by the Board of Directors and shall be due and payable on the anniversary of the join/renewal date.
2.3.1 Any company registering multiple licensees, a proposed discount of membership below but can be determined by the Board.
2-5 licensees: 10% per licensee
6-10 licensees 15% per licensee
11+ licensees 20% per licensee
2.4 ELECTION OF MEMBERS
Members shall be elected by the Board of Directors. An affirmative vote of fifty percent (50%) of the Board of Directors shall be required for election.
2.5 TERMINATION OF MEMBERSHIP
2.5.1 Suspension or Expulsion After Hearing: The Board of Directors, by affirmative vote of fifty-one percent (51%) of the Board of Directors, may suspend or expel a member for cause after an appropriate hearing. Cause shall consist of but is not limited to a felony conviction, conviction of a Class A misdemeanor involving a firearm or the use or threatened use of violence, conviction of a Class B or higher offense theft or fraud offense involving the Corporation or a client of the member as the victim, failure to remain in good standing with the state agency charged with the licensing and oversight of private investigators in Texas or upon a finding of guilt of actions deemed to be in contravention of the best interests of the Corporation’s membership.
2.5.2 Other Grounds for Suspension or Expulsion: The members may suspend or expel a member for cause after an appropriate hearing. Cause shall consist of but is not limited to a felony conviction, conviction of a Class A misdemeanor involving a firearm or the use or threatened use of violence, conviction of a Class B or higher offense theft or fraud offense involving the Corporation or a client of the member as the victim, failure to remain in good standing with the state agency charged with the licensing and oversight of private investigators in Texas or upon a finding of guilt of actions deemed to be in contravention of the best interests of the Corporation’s membership or violation of the Texas Investigator’s Code of Ethics upon a motion made, seconded and majority vote of the members at the annual meeting of the Corporation provided the member is given ten (10) days written notice to appear and given a fair opportunity to object to their expulsion. Notice will be deemed to be delivered when notification is deposited in the United States mail, addressed to the member at his address as it appears on the records of the Corporation, certified, with postage thereon paid.
2.6 APPEAL OF TERMINATION OF MEMBERSHIP
A member may appeal his/her termination of membership or expulsion at the next scheduled Annual Business Meeting. The member must notify the Secretary in writing of the appeal thirty (30) days prior to the first day of the Annual Convention. The appeal will be made before and Expulsion Appeals Committee comprised of two (2) Active – Voting TALI members appointed by the appeal member, two (2) Active – Voting TALI member appointed by the Board of Directors, and one (1) Active – Voting TALI member appointed by the President, who will serve as committee chairman. The decision of the committee will be final.
2.7 RESIGNATION
Any member may resign by filing a written resignation with the Secretary but no refund of the annual dues or other membership charge shall be refunded to the member.
2.8 REINSTATEMENT
Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of fifty-one percent (51%) of the Board of Directors, reinstate such former member to membership upon such terms or in such class of membership as the Board of Directors may deem appropriate.
2.9 TRANSFER OF MEMBERSHIP
Membership in this Corporation is not transferable or assignable except that a business or vendor member may alter its designated Owner, Officer, or Manager not to exceed twice in one year.
2.10 PLACE OF MEETING
The Board of Directors may designate any place, either within or outside the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas but if all of the members shall meet at any time and place, either within or outside the State of Texas, and there is consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
2.11 ANNUAL MEETING
An annual meeting of the members shall be held on the date and time set by the Board of Directors unless exigent circumstances force the cancellation or postponement of an annual meeting. Failure to hold the annual meeting at the designated time and/or place, shall not work as a dissolution of TALI. In the event the Board of Directors fails to call the annual meeting at the designated time, any member may make demand that such meeting be held within a reasonable time, such demand to be made in writing by registered mail directed to any officer of the Corporation. If the annual meeting of members is not called within ninety (90) days following such demand, any member may compel the holding of such annual meeting by legal action directed against the Board of Directors, and all of the extraordinary writs of common law and of courts of equity shall be available to such member to compel the holding of such annual meeting.
2.12 NOTICE OF MEMBERS’ MEETING
Written or printed notice stating the place, day, and hour of the meetings and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than ninety (90) days before the date of the meeting, either personally, by facsimile transmission, by email or by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United State mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon paid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile. If emailed, notice is deemed to be delivered on successful transmission of the email. There is no prohibition against the notice being communicated to the membership as a part of another association communication.
2.13 SPECIAL MEMBERS’ MEETING
Special meetings of the members may be called by the President, the Board of Directors, or by members having not less than one-tenth (1/10) of the votes entitled to be cast at such meeting subscribed in writing and presented to the President with the purpose of the meeting endorsed thereon. Only business within the purpose or purposes described in the notice or executed waiver of notice may be conducted at a special meeting of the members. Any person or persons entitled hereunder to call a special meeting of members may do so only by written request sent by certified mail or delivered in person to the President or Secretary. Members requesting the special meeting shall submit to the President or Secretary signatures of members having not less than one-tenth (1/10) of the votes entitled to be cast at such meeting subscribed in writing and presented to the President or Secretary with the purpose of the meeting endorsed thereon. The officer receiving the written request shall within ten days from the date of its receipt cause notice of the meeting to be given in the manner provided by these Bylaws to all members entitled to vote at the meeting. If the officer does not give notice of the meeting within ten days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice in the manner provided in these Bylaws. Nothing contained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of members called by action of the Board of Directors may be held.
2.14 VOTING OF MEMBERS
Each voting member, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of the members, except to the extent that the voting rights of members of any class or classes are limited, enlarged, or denied by the Articles of Incorporation or these Bylaws. A member may vote in person or, unless the Articles of Incorporation or these Bylaws otherwise provide, may vote by absentee ballot executed in writing by the member. No absentee vote shall be valid after three (3) months from the date of its execution unless otherwise provided in the absentee solicitation. Each absentee ballot shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more than three (3) months. Elections of directors or officers may be conducted by mail, by facsimile transmission, e-mail or electronic transmission, or by any combination of the methods. At each election for directors, every member entitled to vote at such election shall have the right to vote, in person or by absentee ballot, if he is not present and the absentee ballot is timely received and authenticated by the elections administrator, for as many persons as there are directors to be elected and for whose election he has the right to vote. Each person or proposition submitted to the members for vote may have only one vote cast per proposition or elective position. The vote of the majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present, shall be the act of the members’ meeting unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Any vote of the members may be taken by private written ballot, or show of hands unless 10 percent (10%) of the members entitled to vote, either in person or by absentee ballot, objects, in which case written ballots shall be used exclusively. For election of director or officer positions, written ballot shall be the preferred but not exclusive manner of voting by members. Nothing in the bylaws shall prevent nominations, bylaw changes, or any other election action taken by the members at the members’ meeting except for electing the President.
2.15 QUORUM OF MEMBERS
Unless otherwise provided in the Articles of Incorporation or in these Bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, shall constitute a quorum. Unless otherwise provided in the Articles of Incorporation or these Bylaws, once a quorum is present at a meeting of members, the members represented in person at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any member or the refusal of any member represented in person to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, the members represented in person at a meeting of members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the majority of the members represented in person at that meeting.
2.16 FIXING RECORD DATES FOR DETERMINING MEMBERS ENTITLED TO VOTE AND NOTICE
The record date for determining the members entitled to notice of a members’ meeting and for determining the member entitled to vote at a members’ meeting shall be the close of business on the business day preceding the date of the meeting, or if notice is waived, at the close of business on the business day preceding the date of the meeting. A determination of members entitled to notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new date for determining the right to notice or the right to vote. The Board of Directors must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than ninety (90) days after the record date for determining members entitled to notice of the original meeting.
2.17 VOTING LISTS
After fixing a record date for the notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all the voting members who are entitled to notice of the meeting. The list must show the address and number of votes each voting member is entitled to cast at the meeting. The Corporation shall maintain, through the time of the members’ meeting, a list of members who are entitled to vote at the meeting but are not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of voting members. Not later than two (2) business days after the date notice is given of a meeting for which a list was prepared, as provided above, and continuing through the meeting, the list of voting members must be available for inspection by any member entitled to vote at the meeting for the purpose of communication with other members concerning the meeting at the Corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A voting member or voting member or attorney is entitled on written demand to inspect the list at a reasonable time at its normal location and at the member’s expense during the period it is available for inspection. The Corporation shall make the list of voting members available at the meeting, and any voting member or voting member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment.
2.18 ACTION BY MEMBERS WITHOUT MEETING
Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the members, or any action which may be taken at the meeting of the members or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote. If the Corporation’s Articles of Incorporation so provide, any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the members or any action that may be taken at a meeting of the members of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members or committee members as would be necessary to take that action at a meeting at which all of the members or members of the committee were present and voted. Each written consent shall bear the date of signature of each member or committee member who signs the consent. A written consent signed by less than all of the members or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this section, a consent or consents signed by the required number of members or committee members is delivered to the Corporation at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the corporation having custody of the books in which proceedings of meetings or members or committees are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or principal executive officer of the Corporation. Prompt notice of the taking of any action by members or a committee without a meeting by less than unanimous written consent shall be given to all members or committee members who did not consent in writing to the action. If any action by members or a committee is taken by written consent signed by less than all of the members or committee members, any articles or documents filed with the SOS as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the members, that written consent has been given in accordance with the provisions of Article 13969.10 of the Texas Non-Profit Corporation Act and that any written notice required by such Article has been given. A telegram, email, telex, cablegram or similar transmission by a member or member of a committee or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a member or member of a committee shall be regarded as signed by the member or member of the committee for purposes of this section.
2.19 COMMITTEES OF THE MEMBERS
The members, by resolution adopted by a majority of the members eligible to vote, may designate one or more committees, which, to the extent provided in such resolution, shall have and exercise the authority of the members in the management of the Corporation, except as limited by the Articles of Incorporation, these Bylaws of the Texas Non-Profit Corporation Act. Each such committee shall consist of three (3) or more members. The designation of such committees and the delegation thereto of authority shall not operate to relieve the members of any responsibility imposed upon it or him by law. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member ceases to qualify as a member thereof. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Unless otherwise provided in the resolution designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the members.
2.20 ELECTIONS
The President will select an Elections Committee to assist in the election process. The Elections Committee appointments are subject to approval by the Board of Directors.
Advanced nominations for office must be made in writing to the Elections Committee and may be submitted by electronic email or mailed through the United State Postal Service to the Elections Committee Chairperson and postmarked no later than 70 days prior to the members meeting in order to appear on the TALI ballot for that year. In order for campaign material to be included in TALI election publications, it must be delivered to the TALI Administrator no later than 55 days prior to the annual members’ meeting of the year. Nominations except for the office of President, Position 9, may be accepted from the floor at the Annual Business Meeting. No member may be nominated for more than one office at the same time. IF a member is nominated for more than one position, that member must immediately choose which nomination he wishes to decline. At the completion of the term of office of the President, the President-Elect (At Large Director Position 10) shall assume the role of President (At Large Director Position 9). In the event that person is unwilling or unable to assume the office of the President or the President-Elect is serving an appointed term, the procedure for election shall be that as for all other vacancies as provided by these bylaws, section 4.3. The board of Directors shall notify the membership by publication, no later than 45 days prior to the date of the Annual Convention, of the candidates for each position. Any date deadline that falls on a Saturday, a Sunday, or a federal holiday shall be valid on the next calendar business day. Voting shall be conducted electronically.
Voting shall end as of midnight on the first day of the Annual Conference wherein the Annual Business Meeting is being held or other such date for election set by the Board of Directors.
2.21 CHANGES IN THE BYLAWS
Unless the Articles of Incorporation or a Bylaw adopted by the members provides otherwise as to all or some portion of these Bylaws, the members may amend or repeal these Bylaws or adopt new Bylaws. Active members may submit proposed changes to the bylaws. Submissions must be in a typed format and received no later than 70 days prior to the members’ meeting each year by the Elections Chair of the Association. The proposed bylaw change will be published and placed in the member section of the website and emailed to the membership no later than 45 days prior to the members’ meeting of each year. Any date deadline that falls on a Saturday, a Sunday, or a federal holiday shall be valid on the next calendar business day. Those Active members present at the annual members’ meeting will vote on proposed bylaw amendments and any subsequent modifications to the proposed bylaws presented to the membership. Proposed amendments to the bylaws may be amended by the original proposer prior to a vote. After a proposed bylaw change has been voted down, motions to amend the proposed bylaw change may be taken from the floor and voted upon at the annual members’ meeting.
All submitted bylaw changes become effective 30 days after passage unless otherwise indicated in the approved bylaw revision. It shall be the duty of the Board of Directors, in concert with legal counsel or other counsel if needed, to interpret the bylaws of the corporation so long as the interpretation of the bylaws adopts a clear meaning of the bylaw and such interpretation is not in contradiction or violation of the Articles of Incorporation, the Texas Non-Profit Corporation Act, the Business Organizations Code or Internal Revenue Code or Internal Revenue Service rules governing Non-Profit Corporations.