Alberta Association of Private Investigators By-Laws
(This replaces all Bylaws dated prior to May 29, 2014)
I Fiscal Year
The fiscal year of the Alberta Association of Private Investigators shall end on the 31st day of March of each year.
Section I – Member Classes
a) Licensed Members – Individuals who have met the requirements of Licensure or Renewal of Licensure as required by the Security Services and Investigators Act of Alberta.
b) Associate Members
(i) Individuals engaged in work related to Private Investigation and Security Management activities as approved by the Executive.
c) Corporate Members – Agencies that have met the requirement of Licensure or Renewal of Licensure as required by the Security Services and Investigators Act of Alberta.
d) Student Members – Individuals enrolled in a course of study as recognized by the Board of Executives with a view to gaining employment in the security services and investigation industry.
Section 2 – Admission of New Members
a) Members shall be admitted only when they meet the requirements as per Section I of the Bylaws.
b) All applicants for membership:
(i) Complete and sign an application for membership in the form prescribed from time to time by the Executive of the Association.
(ii) The Executive of the Association shall have absolute discretion regarding acceptance or rejection of such candidates.
Section 3 – Certificate of Membership
The Secretary of the Association will issue Certificates of Membership to Licensed members.
Section 4 — Removal of Members
a) Where written evidence has been submitted to the Executive as to the conduct or actions of a member of the Association, the Executive will determine if there is sufficient evidence to suspend or expel a member.
b) Licensed members will only be removed from membership under the direction of the Executive of the Association by majority vote at an official board meeting.
(i) If there is sufficient evidence to suspend or expel a member from the Association, the member shall be notified by the Executive in writing of its decision.
(ii) If there is insufficient evidence to suspend or expel a member, the member shall be notified of the Executive’s findings in writing.
(iii) A copy of the correspondence sent to the complainant and respondent member shall be sent to the Manager of the Security Services and Investigators Act of Alberta.
c) Failure by a member to pay his annual dues within thirty (30) days after the due date shall result in the removal of the Agency from the Association.
Section 5 — Resignation of Members
Any member may resign by submitting his/her resignation in writing to the Secretary of the Association.
Section 6 — Reinstatement of Members
a) Any member, licensed under the Security Services and Investigators Act of Alberta, who has been expelled from the Association for failure to pay annual dues to the Association may be reinstated after application with payment has been submitted to the Secretary and approved by the Executive of the Association, this may include such penalties as may be set by the Executive.
b) Any member who has resigned from the Association may apply in writing to the Executive of the Association to have their membership reinstated.
c) A member who has been suspended or expelled by the Executive may be reinstated under the terms and conditions as determined by the Executive.
III Meetings of the Membership
Section 1— Notice of Meeting
A notice stating the day, hour, and place of meeting and the general nature of the business to be transacted shall be sent to each member provided always that a meeting may be held at any time and at any place in Alberta without such notice. The non receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken place at the meeting.
Section 2 – Annual Meetings
The annual meeting of the Association shall be held once a year on such date as the Executive of the Association may determine in Alberta. At this annual meeting, the Association President shall present a report to the membership. The Treasurer shall submit a financial statement.
Section 3 – Special Meetings
Other meetings of the Association, whether special or general, may be convened by order of the Executive of the Association at any time on its own motion, provided that the Executive calls a special general meeting if it receives a request in writing by at least a quorum of Voting Members and specifying the business for which such a meeting is required, the meeting to be called at the earliest convenience.
Section 4 – Quorum
A quorum for annual or special meetings shall constitute ten percent (10%) of the Voting Members as registered in the books of the Association. Such representation may be in person or by proxy but not by both.
Section 5 – Proxies
Each individual member, whom is entitled to vote at meetings, provided they are a member in good standing of the Association, may appoint a proxy to attend at the meetings in the same manner, to the same extent and with the same power as if the member were present at the meeting. The instrument appointing a proxy shall be in writing and shall cease to be valid after the expiration of one year from the date thereof, unless otherwise printed on the proxy. The instrument appointing a proxy may be in any form not inconsistent with the provisions of the Companies Act.
At the direction of the Executive, the notice calling any meeting may state that no proxy will be entitled to vote at such meeting unless the instrument appointing the proxy has been received by the Secretary or Treasurer of the Association at the address of the Association at least seventy-two (72) hours prior to the time at which such meeting is held. The only exception that may be permitted at the discretion of the Executive is for members to present their proxy in person to the Secretary of the Association, or their designate, not less than one hour prior to a Special or Annual General Meeting.
Section 6 – Voting
a) Each individual member shall be entitled to vote on all questions. In the case of a tied vote, the Chairperson of the meeting shall have the deciding vote. All decisions shall be made by a majority vote.
b) Unless a poll is requested, a declaration by the Chairperson of the meeting that the resolution has been carried or lost and an entry in the minute book to that effect shall be deemed to be conclusive evidence of the fact.
c) If a poll is requested by three or more members, it shall then be taken in such manner as the Chairperson of the meeting may direct. Names of the members requesting the poll shall be entered in the minutes of the meeting
d) The Chairperson of the meeting shall be the sole and absolute judge of the validity of any vote or votes cast at a meeting, and as such, may direct that any votes they deem to be invalid shall not be counted for any purpose.
Section 1 – Officers of the Association
The elected officers of the Association shall be President, Vice President, Secretary, Treasurer, and four (4) Directors. These officers must be licensed as a Private Investigator by the province of Alberta and members in good standing with the Alberta Association of Private Investigators.
Section 2 – Nominations
Any three (3) licensed Members of the Association may nominate any licensed member for election to the Executive of the Association. Such nominations must be in writing, signed, and dated by the nominated to act as an officer if elected. Nominations must be received by the Secretary by the date as set out on the “call for nominations” issued by the Secretary of the Association.
Section 3 – Election of Officers
The officers shall be elected by the voting members of the Association at a special or annual meeting. The President and Vice President shall hold office for a period of two (2) years. The Past President shall hold office for a period of one (1) year. All other executive positions shall hold office for a period of three (3) years or for a lesser term so designated. In special situations at the discretion of the Executive, and where agreement is a majority, an extension for one year may be applied to any Executive position. All officers may stand for re-election.
Section 4 – Remuneration
No officer or member of the Association shall receive any remuneration for their services.
Section 5 – Expenses of the Executive of the Association
The Executive may, at the discretion of the Executive, be paid travel expenses and other out of pocket expenses incurred in attending meetings of the Association or otherwise in respect to the performance of their duties.
Section 6 – Duties of the President
The President shall be the Chief Officer of the Association and shall act as Chairperson at all meetings of the Association and of the Executive. They shall report regularly to all annual meetings of the Association and meetings of the Executive and shall be an ex officio member of all committees of the Association.
Section 7 – Duties of the Vice President
The Vice President shall assist the President. The Vice President shall be vested with all the powers and shall perform all duties of the President in the event of the absence of the President or their inability or refusal to act.
Section 8 – Duties of the Secretary
The Secretary shall attend all sessions of the Executive of the Association and meetings thereof, whether special or general and shall act as clerk thereof and record the votes and the minutes of all proceedings and shall generally do and perform such duties as the President or Executive may assign them.
In addition the Secretary shall keep or cause to be kept records wherein shall be recorded:
a) A copy of the Letters Patent and any Supplementary Letters Patent issued to the Alberta Association of Private Investigators and the bylaws of the Association, duly authenticated.
b) The Minutes of the Association and a copy of the minutes shall be filed on record within fifteen (15) days following the date of such meetings.
c) It is the function of the Secretary to validate proxies submitted at elections and special or annual general meetings.
Section 9 – Duties of the Treasurer
a) To keep an alphabetically arranged list of all persons who are or have been members of the Association together with the contact information of every person while being a member of the Association.
b) The treasurer shall keep full and accurate accounts of the receipts and the disbursements of the Association using the accounting system approved by the Association and shall deposit monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Executive.
c) The Treasurer shall prepare a yearly budget for the Association which will be presented at the Annual General Meeting of the Association.
Section 10 – Duties of the Past President
The Past President shall hold office for one year after the election of a new President. The Past President shall attend all meetings of the Executive and shall act as a voting member of the Executive. They shall complete duties as assigned by the President of the Association.
Section 11 – Duties of the Directors
The Directors shall complete duties as assigned by the President or the Executive. Their duties include, but are not limited to:
1. To represent the interests of members of the Association.
2. To acquire advice, agenda items, discussion points and guidance from members of the Association to be addressed at meetings of the Executive.
3. To solicit new members.
Section 12 – Vacating Office
The office of any of the Executive shall be so vacated:
a) If any officer ceases to be a member of the Association.
b) If, by notice in writing to the Executive, an officer resigns office.
Section 13 – Filling Vacancies
The office of the President shall be filled by the Vice President if the President vacates the office. Any other vacancies occurring in the Executive of the Association may be filled by the Executive then in office who shall appoint a qualified person to hold office for the balance of the term of the officer whose departure from the Executive has created the vacancy.
Section 14 — Removal of Officers
Any officer may at any time be removed from office by a resolution passed by two-thirds majority of the Voting Members represented at a special meeting of the Association duly called for the purpose, and by a majority of the votes cast at the meeting, another qualified person may be elected for the remainder of the term.
In addition, any Executive officer may be removed from office by the Executive. A notice of removal from office will be served in writing on the Executive officer(s) being removed from office.
The Association may arrange for publication, in any manner, of any material it considers to be advantageous to the membership of Private Investigation.
The President may appoint special committees.
VII Meetings of the Executive
Section 1– Time and Place
Meetings of the Executive of the Association shall be held at such places as the Executive may from time to time determine.
Any individual as deemed necessary by the Executive of the Association may be invited to such meetings. These persons shall have no voting privileges at these meetings.
Section 2 — Calling of Meetings
Meetings of the Executive shall be called by the President or the Vice President or upon signed request of any two officers of the Association.
Section 3 — Voting
Questions arising at a meeting of the Executive shall be decided by a majority vote.
VIII Application Fees and Annual Dues
Section 1 Members
All fees and dues shall be paid to the Association as determined by the Executive.
Section 2 — Annual Dues
Annual dues shall be assessed on the first day of April for the current year, payable to the Association.
IX — Auditors
The books of account of the Association shall be audited yearly.
X — Seal
The seal of the Association shall be in the custody of the Secretary and shall be affixed to all documents signed by the officers of the Association.
XI — Amendments to the Bylaws
The bylaws of the Association shall not be rescinded other than by a special resolution of the Association that is to say any three quarters (3/4) of the members as are present in person or by proxy at a special general meeting of which notice specifying the special resolution has been duly given.
XII Books and Records
Any member of the Association may at any convenient time view the books and records of the Association.