NORTHERN CALIFORNIA
FRAUD INVESTIGATORS' ASSOCIATION

ARTICLE I - PURPOSE

These bylaws are promulgated to carry out the purpose of the Northern California Fraud Investigators Association (hereinafter "the Association") to increase the effectiveness of fraud investigation and prosecution by providing the very best in continuing education and networking opportunities for fraud professionals in connection with the suppression of fraud by private industry and law enforcement. All responsibilities, powers, duties, and rights shall come from the Articles of Incorporation of this non-profit educational association and these bylaws.

ARTICLE II - MEMBERSHIP

Membership in the Association shall be limited to: peace officers who, as a regular part of their duties, investigate fraud; state or federal agents or employees who, as a regular part of their duties, investigate fraud; state or federal investigators who work with prosecuting attorneys handling matters involving fraud; state or federal prosecutors who, as a regular part of their duties, prosecute fraud; insurance company claims personnel who, as a regular part of their duties, work with or for a state-mandated special investigation unit dedicated to fraud suppression; private investigators who, as a regular part of their duties, investigate fraud on behalf of insurance companies or law enforcement; corporate personnel who, as a regular part of their duties, investigate fraud; experts in fraud related fields who, as a regular part of their work, investigate fraud and render expert opinions concerning fraud related issues; and persons qualified to practice law in any state who, as a regular part of their practice, work with or for a state-mandated special investigation unit, any governmental entity charged with the responsibility of prosecuting fraud, or who investigate and prosecute fraud in the civil courts.

Private investigators and persons qualified to practice law who, as a regular part of their work, investigate criminal matters on behalf of defendants or represent criminal defendants are specifically excluded from membership in the Association.

The Membership Committee may deem ineligible any applicant who is a member of an organization that has an aim or goal inconsistent with the purpose of the Association.

Membership may continue beyond retirement from the above-noted fields and occupations so long as such continued membership is determined to be beneficial to the Association and is approved by at least four (4) members of the Membership Committee.

ARTICLE III – ADMITTANCE TO AND TERMINATION OF MEMBERSHIP

Admittance to membership requires the approval of the Membership Committee. The Membership Committee shall have sole discretion on admittance to the Association and all decisions made by the Membership Committee concerning admittance to the Association shall be final. The Membership Committee, being made up of five (5) members of the Board of Directors and Officers of the Association, shall require approval of four (4) members of the committee for admittance of applicant to membership.

  1. Admittance to membership shall be limited to the balance of any calendar year and all memberships are to be accepted on an annual basis and must be reviewed by the Membership Committee, who shall review and renew, as appropriate, existing memberships.

  2. The form of application for membership in the Association shall be approved by a majority vote of the Board of Directors and Officers of the Association.

  3. Membership in the Association shall terminate on occurrence of any of the following events:

      1. Resignation of the member;

      2. Expiration of the period of membership, unless the membership is renewed in accordance with the renewal terms as set by the Board of Directors of the Association;

      3. Failure to pay dues or assessments by a member as set by the Board of Directors of the Association within 90 days after such dues or assessments are due and payable;

      4. Any event that renders the member ineligible for membership, or failure to satisfy the qualifications for membership; or

      5. Termination of membership under these bylaws based on the good faith determination by a majority vote of the Board of Directors and Officers of the Association, that the member has failed, in a material and serious degree, to observe the Code of Ethical Conduct of the Association, as adopted by the Board of Directors and Officers of the Association, or has engaged in conduct materially and seriously prejudicial to the purpose and interests of the Association.

  4. A member may be suspended under these bylaws, based on the good faith determination by a majority vote of the Board of Directors and Officers of the Association, that the member has failed, in a material and serious degree, to observe the Code of Ethical Conduct of the Association, as adopted by the Board of Directors and Officers of the Association, or has engaged in conduct materially and seriously prejudicial to the purpose and interests of the Association. Actions by the Board of Directors and Officers of the Association to terminate or suspend a member of the Association shall be commenced with a written complaint by a member of the Association which sets forth the specific basis for termination or suspension as well as supporting facts, including, but not limited to, the name, address, and telephone number of all persons who may have knowledge concerning the facts underlying the complaint. Anonymous complaints will not be considered.

  5. If grounds appear to exist for termination or suspension of a member under these bylaws, the following procedure shall be followed:

      1. The Board of Directors of the Association shall give the member at least 15 day’s prior notice of the proposed termination or suspension and the reasons for the proposed termination or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by U.S. mail shall be sent by first class or registered mail to the member’s last address as shown by Association records.

      2. The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed termination or suspension. The hearing shall be held, or the written statement shall be considered by the Board of Directors and Officers of the Association.

      3. The Board of Directors and Officers of the Association shall decide whether the member should be terminated or suspended. Any decision shall be made by a majority vote of the Board of Directors and Officers of the Association and the decision shall be final.

 

ARTICLE IV – OFFICERS AND BOARD OF DIRECTORS

The Officers and the Board of Directors of the Association shall have all the rights and authority for the management of the affairs of the Association unless otherwise provided for in these bylaws. It shall be the duty of the Officers and Board of Directors to promote the goals of the Association to provide the very best in continuing education and networking opportunities for the members of the Association and the greater anti-fraud community.

OFFICERS

The Officers of the Association shall consist of the President, Vice President, Treasurer, Counsel to the Association, and Sergeant at Arms. The Officers and Board of Directors shall appoint an Executive Secretary of the Association, subject to a majority vote.

The Officers of the Association shall serve terms of two (2) years. No Officer may serve more than two (2) consecutive terms in office. Should a member of the Association be nominated to serve a third consecutive term in office, it shall be the duty of the Executive Secretary to notify the nominating person or persons that such a nomination is in conflict with these bylaws.

    1. It shall be the duty of the President to preside at all meetings of the Association. The president shall be responsible for the day-to-day operation of the Association. The president shall only vote in case of a tie vote by the Board and Officers.

    2. It shall be the duty of the Vice President to preside in the absence of the President. The specific duties of the Vice President shall be determined by the Officers and Board of Directors of the Association. The Vice President shall have the right to vote on any matter pending before the Board of Directors and Officers of the Association.

(C) It shall be the duty of the Treasurer to receive all monies of the Association, make
disbursements with the concurrence of the Board of Directors and Officers of the
Association, and to prepare quarterly and annual finance reports to the Board of
Directors and Officers of the Association, which shall be available to members for
review and subject to audit at the recommendation of the Officers and Board of
Directors of the Association. The Treasurer shall have the right to vote on any matter
pending before the Board of Directors and Officers of the Association.

    1. It shall be the duty of the Vice President, Executive Secretary, and Treasurer to perform such functions as proposed by the President and approved by a majority vote of the Board of Directors of the Association.

(E) The Sergeant at Arms shall be a member of the Association in good standing appointed by the President and approved by a majority vote of the Board of Directors and Officers
of the Association. It shall be the duty of the Sergeant at Arms to oversee admission to
meetings of the Association, to maintain security at such meetings, and to perform
such functions proposed by the President and approved by a majority vote of the
Board of Directors and Officers of the Association. The Sergeant at Arms shall not
have the right to vote on any matter pending before the Board of Directors and Officers
of the Association.

  1. Counsel to the Association shall be a member of the Association in good standing and an active member of the State Bar of California in good standing appointed by the President and approved by a majority vote of the Board of Directors and Officers of the Association. It shall be the duty of Counsel to the Association to review all legal matters of the Association as requested by the Officers and Board of Directors of the Association. Counsel to the Association shall not have the right to vote on any matter pending before the Board of Directors of the Association, but may be called upon by the Board of Directors and Officers of the Association to render advice concerning the legal implications of any action taken involving the Association.

  2. The Executive Secretary shall be a member of the Association in good standing. The Executive Secretary shall assist the Officers and Board of Directors in the day to day operation of the Association, including but not limited to, the maintenance of all necessary records for the orderly conduct of the business of the Association, including the official minutes of all meetings of the Officers and Board of Directors of the Association, and answering all communications from the Officers, Board of Directors, and members of the Association. The Executive Secretary shall not have the right to vote on any matter pending before the Board of Directors and Officers of the Association, but shall participate in meetings of the Officers and the Board of Directors. Compensation, if any, paid to the Executive Secretary shall be approved by a majority vote of the Officers and Board of Directors of the Association.

BOARD OF DIRECTORS

The Board of Directors shall be made up of five (5) Directors for two-year terms each, and immediate Past President of the Association, who shall serve as a voting member of the Board of Directors for two (2) years following his/her term as President. The five (5) members shall be nominated and elected by the general membership.

There shall not be more than one (1) member from the same agency or business entity elected or appointed to serve as an Officer or as a member of the Board of Directors at the same time.

No member of the Board of Directors may serve more than two (2) consecutive terms in office. Should the person be nominated, it shall be the duty of the Executive Secretary to notify the nominating person, persons, or committee that such a nomination is in conflict with existing bylaws.

(A) The Board of Directors shall consider and report at each meeting all proposed
measures for the benefit of the members and the general welfare of the Association.
The board shall select the location for meetings, adopt ways and means for the
purpose of advancement of the Association, designate work to be done between

sessions, convene at any place and time determined, upon call by the President, with

ten (10) days notice to be given by the Executive Secretary, and in every way to

promote the interest of the Association.

(B) A quorum for voting on matters before the Officers and Board of Directors of the
Association shall consist of five (5) Officers and/or members of the Board of
Directors actually present and three (3) affirmative votes shall be necessary to carry
all motions, with the exception of a motion to amend the bylaws of the Association, in
which case four (4) affirmative votes are necessary to amend, subject to the approval
of the vote of the membership of the Association as set forth below.

ARTICLE V – ELECTION OF OFFICERS

Election of the President, Vice President, and Treasurer shall take place every two (2) years and such election shall be held between the third and fourth quarterly meetings and shall follow the election procedures outlined in these bylaws. The nominations for this election shall take place at the third quarterly meeting.

  1. The newly elected Officers and members of the Board of Directors of the Association shall be installed at the Association’s annual conference and upon being installed, shall immediately commence the duties of their respective offices. It shall be the duty of the President to determine the installation procedures utilized at the annual conference, but shall minimally include the swearing in of the directors and officers for their elected term.

  2. In absence of the outgoing President at the installation meeting, the installation duties will be assumed in the following order of outgoing officers: Vice President, Treasurer and Board of Directors.

  3. Should any newly elected officers be absent from the annual conference, his/her installation will take place in the same manner as ordered in sections (A) and (B) at the first meeting following that he/she attends.

  4. In the event an office is vacated, the President shall appoint a Director to fill the vacancy for the remainder of the elected term. The appointment must be confirmed by a majority vote of the Officers and Board of Directors of the Association.

ARTICLE VI – ELECTION OF BOARD OF DIRECTORS

Election of the Board of Directors shall take place between the third and fourth quarterly meetings and shall follow the election procedures contained in these bylaws. The nominations for the Board of Directors shall take place at the third quarterly meeting.

    1. The newly elected members of the Board of Directors of the Association shall be installed in the same manner as the Officers, as set forth above. Upon installation, the new Board of Directors and Officers of the Association shall meet at the annual conference to determine specific duties of the newly configured Board of Directors and to plan for the upcoming year of service.

    2. The President shall select a member to serve on the Board of Directors for vacancies which occur, subject to approval by a majority vote of the Officers and Board of Directors of the Association. These appointments shall be served for the remainder of elected term.

ARTICLE VII – ELECTION PROCEDURES

Nominations for President, Vice President, Treasurer and members of the Board of Directors must be made in person, from the floor, at the third quarterly meeting. Nominees must know the duties of the office he/she is being nominated to and must have committed himself/herself to the nominating member to accept a nomination. The nominees for the Board of Directors will be listed on the same ballot as that for Officers and the ballot will indicate the number of persons for whom to vote.

An Election Chairperson will be nominated by the current President and approved by the Board of Directors by a majority vote at the third Board of Directors meeting. The quarterly Election chairperson will be required to stay in close communication with Officers and Board of Directors of the Association during the nomination and election process.

The Election Chairperson will prepare ballots with the names of all nominees contained thereon, and mail the ballots to all members of the Association in good standing within 21 days of the third quarterly meeting. These ballots will be sequentially numbered and the return envelope will have a signature line to prevent illegal voting or mistake. All ballots must be returned to the election chairperson within twenty-one days. All the ballots will remain sealed until the election chairperson and two members appointed by the President will open the sealed envelopes and count the ballots. All of the persons who count ballots must initial the final tally. The results shall be announced by the President at the first quarterly meeting. All the counted ballots will be presented to the Board of Directors upon completion of the vote counting.

In the event that an election is uncontested, no ballot shall be prepared or mailed to members of the Association as prescribed above. Instead, the sole nominee shall be installed as an Officer or member of the Board of Directors at the annual conference as prescribed above, without a ballot, so long as such nominee qualifies for the position.

ARTICLE VIII – NOTIFICATION

Notice of the time and place of the nominations and elections will be given to the general membership thirty (30) days prior to their respective date by the Board of Directors. This notice will be given at the discretion of the Board of Directors and in such a manner as to assure notification to all members.

ARTICLE IX – DUES

Annual dues in an amount determined by the Board of Directors will be assessed each member and shall be collected by the Treasurer before the first quarterly meeting, and are non-refundable. At the time of payment of dues, the member shall submit his/her business address and phone.

ARTICLE X – AMDENDMENT TO BYLAWS

The bylaws can be amended only by a two-thirds vote of all ballots returned. Procedures on voting by ballot should be as follows:

The Executive Secretary will prepare ballots setting for the articles of the bylaws as written, followed by the proposed amendments. The ballots will be mailed to all paid up members on the month following the meeting at which the motion to amend the bylaws was made. The ballots must be returned no later than the fourth Thursday of that month.

The numbering, mailing, return and counting of the ballots shall follow the same procedures as set forth in Article VII –Election Procedures.

If adopted, the amendments to the bylaws shall become effective the first regular meeting following the counting of the ballots.

ARTICLE XI – CONFIDENTIALITY OF ASSOCIATION RECORDS AND INFORMATION

Membership applications, membership directory, correspondence to, from, and concerning any member or members, and information discussed at meetings of the Officers and Board of Directors of the Association are confidential and for exclusive use of the Board of Directors, Officers and members. Information may be released to persons outside of the Association at the discretion of the Officers and Board of Directors of the Association.

The logo of the Association is proprietary and shall be registered with the Secretary of State of the State of California. No person shall use the logo of the Association in any manner without prior written approval of the Officers and Board of Directors of the Association. Use of the logo by the Officers and members of the Board of Directors of the Association is permitted so long as it is in furtherance of an Association purpose.

ARTICLE XII – ANNUAL CONFERENCE AND CONFERENCE COMMITTEE

A Conference Committee shall be formed annually to plan and carry-out out the Association’s annual training conference, the purpose of which is to provide the very best in continuing education and an opportunity for members to network within the anti-fraud community. The date, time and location of the annual conference shall be determined by the Officers and Board of Directors of the Association.

The Conference Committee shall be composed of:

  1. Committee Chairperson

  2. Registration Chairperson

  3. Finance Chairperson

  4. Program Chairperson

  5. Banquet Chairperson

  6. Audio-visual Chairperson

  7. Door Prize Chairperson

  8. Hospitality Chairperson

  9. Sponsor Chairperson

  10. Exhibitor Chairperson

  11. Security Chairperson

  12. Activities Chairperson

  13. Administrative Chairperson

  14. Any additional Chairs deemed necessary by the Chairperson.

 

The President of the Association shall appoint the Committee Chairperson no later than the first day of the annual conference for the year preceding the appointment. The appointment shall be subject to confirmation by a majority vote of the Officers and Directors of the Association. Upon confirmation, the Committee Chairperson shall forthwith appoint all necessary chairpersons who shall be members of the Association in good standing.

It is the duty of the Committee Chairperson to schedule and chair all meetings of the Conference Committee, to assist in resolving all issues or questions concerning the annual conference, and to assist committee chairpersons as necessary. The Committee Chairperson shall report to the Officers and Board of Directors at each meeting of the Officers and Board of Directors.

Decisions concerning the program and finances shall be finalized and presented to the Officers and Board of Directors of the Association for approval no later than the fourth quarterly meeting in the year preceding the annual conference. Approval of the program and finances shall be done by a majority vote of the Officers and Directors of the Association.

The Committee Chairperson shall have the final decision on all benefits given by the Association to any person in connection with the annual conference, which shall be reported in writing to the Officers and Board of Directors of the Association after the annual conference. The acceptance of any benefits by any member of the Association on a personal basis is strictly prohibited. All benefits given to the Association shall be reported to the Committee Chairperson for approval.

No member of the Conference Committee shall have the authority to enter into a contract on behalf of the Association in which the value of the contract exceeds five hundred dollars ($500.00), without approval of the Committee Chairperson. All contracts in which the value exceeds five thousand dollars ($5,000.00) shall be presented to the Officers and Board of Directors of the Association for approval by a majority vote prior to the execution of such contract. No member of the Conference Committee shall have the authority to sign a check on behalf of the Association in which the value exceeds five hundred dollars ($500.00), with the exception of the President or Treasurer of the Association, or Finance Chairperson.

Within 90 days after the adjournment of the annual conference, the Committee Chairperson shall issue a written report to the Officers and Board of Directors of the Association which shall include the following:

    1. A summary of the conference program, including the name, address, and telephone number of all speakers;

    2. A financial report detailing all income to the Association and all expenses incurred by the Association in connection with the annual conference;

    3. A list of all benefits received by the Association and all benefits given to any person by the Association;

    4. Any other information which may be of interest to the Officers, Board of Directors or future conference chairpersons.

The Officers and Board of Directors of the Association shall, at all times, retain responsibility for all Association Functions, including the annual conference. They shall have the discretion to direct and control the Conference Committee as deemed necessary to ensure that the Association has a successful annual conference. Any issues or disputes which may arise within the Conference Committee which cannot be resolved by the Committee Chairperson shall be brought to the attention of the Officers and Board of Directors of the Association, who shall render a final decision on the issue or dispute.

ARTICLE XIII – LIFE MEMBERSHIP

In recognition of service to the Association, Northern California Fraud Investigators Association will be bestow Life Membership based on the following criteria:

  1. All past Presidents of the Association are automatically deemed to be Life Members. Dues requirements for all past presidents shall be waived for life.

  2. Request for life membership can be made based on the following criteria:

    1. Individual has been a member of the Association for at least ten years, and

    2. For a total of seven years, the individual has participated in any combination of the following: been an Officer or a member of the Board of Directors of the Association, or served as a Conference Chairperson.

Individuals who feel they qualify under Section 2 will be required to submit their request in writing to the Board of Directors, outlining the basis for their qualification.

Upon approval of the Board of Directors, life members shall also have dues waived for life.

Past service life membership and requested life membership shall be valid only so long as an individual’s professional endeavors and pursuits are not in conflict with stated Admittance requirements of the organization. If such a conflict arises, life membership will be immediately terminated.