NCISS Bylaws      

 adopted 9/13/17

ARTICLE  I – NAME  AND  LOCATION

Section 1.01   Name. 
The name of this organization shall be the NATIONAL COUNCIL OF INVESTIGATION AND SECURITY SERVICES, INC. (hereafter referred to as “Council”), a nonprofit corporation incorporated in the District of Columbia.

Section 1.02   Location. 
The registered office of the Council shall be located in Maryland.  Other offices shall be located in such other places as may be determined by the Board of Directors, (hereafter referred to as “Board”).

ARTICLE II – OBJECTIVES

The objectives of this Council shall be:
(1)   To monitor national legislative and regulatory activities affecting the investigation and security industry.  A substantial part of the Council’s activities shall be to assist, advise, inform and influence legislation.  
(2)   To develop and encourage the practice of high standards of personal and professional conduct among those persons serving in the investigation and security industry.
(3)     To promote the purpose and effectiveness of investigation and security companies by any and all means consistent with the public interest.  Subject to prior approval of the Board the Council may take a position and express an opinion on issues directly and generally affecting the investigation and security industry as such; provided, however, that no action shall be taken on such matters as clearly fall solely within the purview of an individual investigation or security company or a distinct group of investigation or security companies.
(4)   To promote the private investigation and security industry and to educate members and the public in the advancement, improvement and uses of investigation and security services.
(5)   To assist local, state or regional groups of investigation and security companies in the common endeavor to advance and promote the investigation and security industry.
(6)    To provide the opportunity for the exchange of experiences and opinions through discussion, study, the internet and publications.
(7)  To cooperate in courses of study for the benefit of persons desiring to fit themselves for positions in the investigation and security industry, and to hold meetings and conferences for the mutual improvement and education of our members.
(8)    To acquire, preserve and disseminate data and valuable information relative to the functions and accomplishments of investigation and security companies. 

ARTICLE  III – MEMBERSHIP

Section 3.01   Regular.
An individual who is licensed, when licensing or the equivalent is required by the state or jurisdiction in which they do business, to conduct private investigation or security guard business, or is an officer, partner, or designated representative of a licensed investigative or security agency. There shall be one category of Regular Membership. A Regular Member will receive all the rights and privileges of membership.

Section 3.02   Affiliate 
An individual who  must be employed by a governmental entity, a law firm, an insurance firm as a Special Investigative Unit (SIU) investigator, or hold a similar investigative or security-related position with a governmental, corporate or other business-related entity.  If there is any question whether the applicant fits within this category of membership, a simple majority vote by the Board will determine eligibility.  Affiliate members may not hold office within the Council and will not have voting rights. Affiliate members may serve on committees, but not as chair of said committee. 

Section 3.03   Associate. 
An individual who is not licensed, when licensing or the equivalent is required by the state or jurisdiction in which they do business, and is the employee of a licensed private investigator or security guard company who is a Regular member of the Council.  Associate members shall not have the right to vote or hold office.

Section 3.04   Life. 
A Regular member who has been a member in good standing for at least twenty consecutive years and has reached the age of 75, shall be entitled to waiver of all regular dues commencing with the first renewal period following their seventy-fifth birthday.   Life members shall have the right to vote.

Section 3.05   Regular Inactive.
A Regular member who has been a member in good standing for at least ten consecutive years and has reached the age of 65, and retired from their business shall be entitled to waiver of one-half of regular dues commencing with the first renewal period following their sixty-fifth birthday.   Regular Inactive members shall have the right to vote.

Section 3.06   Service. 
An individual or company that provides services relative to the investigation or security industry.  A Service member shall not have the right to vote or hold office. 

Section 3.07   Association. 
non-profit state, regional, national, or international association whose chief membership are private investigators, private investigative agencies, and/or security guard companies.  The Association shall designate one representative.  The representative shall have the right to one vote at general and SAAB(State Associations advisory Board) meetings on behalf of the association, but shall not have the right to hold office Except that if the representative is also an NCISS regular member, he/she shall have the right to vote and hold office. This membership category shall be treated the same as Regular membership for the purpose of voting and for all other purposes under Article V of these Bylaws.  The association must notify the NCISS Executive Director annually of the name of its representative.

Section 3.08   Honorary. 
Honorary membership without voting rights may be conferred by the Council at such time and under such terms as the Board of Directors shall determine.  Honorary members as of April 1, 1998 shall retain their Honorary membership status.

Section 3.09   Application for Membership.
All applicants for membership shall complete and sign the form of application provided by the Council and submit the application to the administrative office of the Council. Such applications shall include an agreement by the applicant to abide by the Council’s Code of Ethics and Standards of Conduct.

Section 310 Admission of Members. 
Admission of all applicants for membership shall be approved by the Executive Director; said decision by the Executive Director to be subject to appeal to the Board of Directors. 

Section 3.11   Removal and Suspension.  
Members of any classification may be removed from membership for non-payment of dues or for failure to maintain the necessary qualifications for membership, according to procedures established by the Board of Directors.  In addition, in order to protect the best interests of the Council, the Board of Directors may, for good cause shown, and by a two-thirds vote of the Board members present and voting, remove, suspend, or limit the membership privileges of any member.  The Board may take such action only after advising the member in writing of the proposed action and the reason for it, and giving the member a reasonable opportunity to respond.  The Board shall advise the member in writing of its decision.  The member may appeal any such action to the Annual Meeting of the Council, provided that notice of intent to appeal is provided to the Executive Director or other designated person at least ten (10) days in advance of the meeting.

Section 3.12   Reinstatement. 
A former member desiring a continuous membership record may be reinstated upon showing proof of qualification and paying all dues for that period in which such membership lapsed, plus current year’s dues.

Section 3.13   Resignation.
Any member may resign by filing a written resignation with the President of the Council or the Executive Director, however such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

ARTICLE  IV – DUES

Section 4.01   Establishment of Dues. 
Dues and Initiation fees, if any, for all categories of membership shall be established by the Board of Directors.  The Board of Directors will also determine what amount from the annual dues from each member will be set aside for the legislation fund. 

Section 4.02   Payment of Dues.
Membership dues are due and payable by January 1st of each year. Dues are due on the anniversary date of joining for members who joined after July 1st, 2015.
 
Section 4.03   Delinquency and Cancellation. 
Any member of the Council who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the succeeding thirty (30) days, the delinquent member shall forfeit all rights and privileges of membership.

Section 4.04   Refunds. 
No member whose membership terminates for any reason shall be entitled to a refund of dues already paid.  

ARTICLE V – MEETINGS  OF  MEMBERS  AND  VOTING

Section 5.01   Annual Meeting. 
The Annual Meeting of the Council shall be held at such place and on such dates as may be determined by the Board.

Section 5.02   Special Meetings. 
Special meetings of the Council may be called by a majority of the Board of Directors at any time; or shall be called by the President upon receipt of a written request by twenty-five percent (25%) of the voting members, within thirty (30) days after the filing of such request with the Executive Director or other designated person. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be conducted at that meeting.

Section 5.03   Regional Meetings. 
Regional Meetings of the Council may be held as warranted and the Board of Directors shall be advised fifteen (15) days prior to meeting. There shall be up to six (6) Regions which include the 50 states, Washington, D.C., Puerto Rico, and its territories.

Section 5.04   Notice of Meetings. 
Written notice of the place, date and hour of any meeting of the Council shall be mailed or emailed to the last known address of each member not less than 30 days before the date of meeting.

Section 5 05   Voting. 
There shall be no proxy voting. 

Section 5.06   Voting by Mail. 
Proposals to be offered to the members for a mail vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by twenty-five percent (25%) of voting members, in which case Board approval shall not be necessary. On any mail vote, no less than twenty percent (20%) of all voting members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

Section 5.07   Quorum of Members. 
At an annual or special meeting of members, a quorum shall consist of no less than 20 members eligible to vote.

Section 5.08   Cancellation of Meetings. 
For good cause, the Board of Directors, by a vote of 75% of the entire Board, may postpone any annual meeting, or postpone or cancel any special meeting except that a special meeting called upon receipt of written membership request, as provided for in Section 5.02 of this Article, may not be canceled by the Board, and may be postponed by the Board only for extraordinary reasons.  The membership shall be notified by the most expeditious means possible of any cancellation or postponement of a Council meeting. 

Section 5.09   Rules of Order. 
The meetings and proceedings of this Council shall be regulated and controlled according to Robert’s Rules of Order Revised for parliamentary procedures, except as may be otherwise provided by these Bylaws.

ARTICLE VI – OFFICERS

Section 6.01  Officers. 
The officers of this Council shall be President, Three Vice Presidents (designated as First, Second and Third Vice Presidents), a Secretary and a Treasurer, to be elected by the membership at the Annual Meeting of the Council and to serve a term of one year or until their successors have been duly elected and assume office.

Section 6.02   Qualifications for Office. 
Any Regular member in good standing shall be eligible for nomination and election as an officer of this Council, provided he or she shall have served at least one year as a member of the Board of Directors or one year as Chair of a standing committee, at any time prior to being elected an officer.  In the event there is no candidate or nominee for office that meets the qualifications criteria, then a regular member in good standing for one year is eligible for office.  Continued membership in good standing is required for continuance of an officer in office.

Section 6.03   Nomination and Election of Officers. 
In accordance with the procedure specified in Article X, Section 10.01, the Nominating Committee shall prepare and submit to the members at the Annual Meeting a slate of at least one nomination for each of the six (6) officers of the Council.  Any member who is qualified to serve as an officer as described in section 6.02 may submit his/her name for any office to the nominating committee.  Additional nominations may be made from the floor for any office.  Any person so nominated shall have given his or her prior consent to nomination and election as an officer.  Once nominations are closed, the Council at the Annual Meeting shall elect the officers by majority vote of those present and voting.”  

Section 6.04   Term of Office. 
Each officer shall take office immediately upon installation and shall serve a term of one (1) year or until his or her successor is duly elected and qualified. Each officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee, as defined in section 9.02.

Section 6.05   Re-election. 
No officer, except the Secretary and the Treasurer, having served two full terms shall be eligible for re-election to the same office, until at least one year has elapsed between terms. 

Section 6.06   Vacancies, Suspension, and Removal. 
Vacancies in any office may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting.  The Council, at a regular or special meeting, may remove any officer from office.  The Board of Directors, for good cause shown, and to protect the best interests of the Council and its members, may suspend an officer from office, pending the next regular or special meeting of the Board.  Such suspension must be approved by at least two-thirds of the total membership of the Board.  The Board may also designate another officer to fulfill the duties of the officer suspended.    The First Vice President shall serve as Acting President if the Presidency becomes vacant.  The resulting vacancy of the First Vice President shall be filled by the Board of Directors for the remainder of the unexpired term.

Section 6.07  Competing Organizations 
Any member elected or appointed to the position of Officer of NCISS cannot simultaneously serve in an elected or appointed leadership position for a competing organization.  A competing organization is defined as a national private investigator or national security professional association that provides similar services as NCISS and seeks members with like qualifications for a similar purposes.

If the Board of Directors of NCISS makes a finding that an Officer of NCISS is simultaneously serving in an elected or appointed leadership position for a competing organization it shall provide said Officer with written notice of this finding.  If said Officer is still simultaneously serving in an elected or appointed leadership position for a competing organization 30 days after the Notice has been given by the Board of Directors of NCISS said Officer will be deemed to have resigned his or her position as an Officer of NCISS as of that date.

ARTICLE VII – DUTIES  OF  OFFICERS

Section 7.01    President. 
The President shall oversee the business operations of the Council.  The President shall serve as an ex-officio member of all committees except the Nominating Committee, and shall make appointments of Committees and Committee Chairs as approved by the Board of Directors.  The President shall preside at the Annual Meeting and the Executive Committee, and shall perform other such duties as directed by the Board of Directors.  A President, upon completing the term of office, will automatically become a permanent ex-officio member of the new Board of Directors, and will have all the privileges as other members of the Board, except as provided in section 8.09.  All Past Presidents in good standing will be permanent ex-officio members of the board.  Past Presidents shall be listed in the membership roster as well as on the Board of Directors, as Past President. 

Section 7.02   Vice Presidents. 
There shall be three Vice-Presidents – First, Second and Third Vice President– who shall assist the President in the performance of his or her duties and shall assume and discharge the duties of the President in his or her absence when needed in their respective areas. They shall perform any and all duties specifically delegated to them by the President.  In addition to their other duties, the Vice Presidents may be assigned by the President responsibilities for administration finance, investigation, and security services.

Section 7.03   Secretary. 
The Secretary shall record, or cause to be recorded, the minutes of all Board, Executive Committee, Annual, or Special meetings, and deliver, or cause to be delivered, copies of all minutes to the Board of Directors. 

Section 7.04   Treasurer. 
The Treasurer shall oversee the financial affairs of the Council.  The Treasurer shall submit, or cause to be submitted, current financial reports to the Board of Directors and the Annual financial report to the members.  The Treasurer in conjunction with the budget and finance committee of no less than three members shall prepare an annual budget for adoption by the Board of Directors at their first regular Board meeting. 

ARTICLE VIII – BOARD  OF  DIRECTORS

Section 8.01    Authority and Responsibility. 
The governing body of the Council shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Council, its committees and publications; shall determine its policies or changes therein; shall actively pursue its objectives and supervise the disbursement of funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee. The Board shall elect its own Chair at the organizational meeting held during or immediately following the Annual meeting. 

Section 8.02    Composition. 
The voting members of the Board of Directors shall consist of: (1) six officers, consisting of the President, the three Vice Presidents, the Secretary and the Treasurer; (2) the Immediate Past President (3) up to six Regional Directors; up to four Members-at-Large; and (4) All Past Presidents in good standing. A regional director need not reside in a state in the region of his or her responsibility.

8.02 (a) Duties of Regional Directors. 
Each Regional Director shall be the primary liaison with members and state associations in his or her Region. It shall be the duty of the regional director to determine any changes in office holders of state associations as elections are held and relay the names, addresses, e-mail addresses, telephone and fax numbers to the Executive Director.  The regional director shall arrange to have an NCISS representative at state meetings and state associations seminars/conferences or shall attend state meetings and seminars/conferences whenever possible.  The Regional Director should promote membership in NCISS, provide NCISS Your Advocate to state associations for distribution at their meetings and obtain articles or information for articles from each state for inclusion in the NCISS YOUR ADVOCATE. Each Regional Director shall submit semi-annual  reports to the NCISS President and the Board Chairman 30 days prior to the annual conference or mid-year meeting apprising him or her of happenings in the Region and the number of new members obtained in the region during the period.  Regional Directors shall attend both regular and national Board meetings. Regional Directors shall inform each state association of issues which NCISS is working on and shall pass on to NCISS any needs that state associations have, which are within the scope and purview of NCISS.

Section 8.03    Manner of Election, Term, and Qualifications. 
All members of the Board of Directors shall be elected at the Council's Annual Meeting by a majority vote of the members present and eligible to vote, except that the Immediate Past President shall automatically assume that position immediately upon the completion of his or her term of office as President. 

The officers shall be elected, and shall serve one-year terms, as specified in these Bylaws. The qualifications for election as an officer shall be as stated in these Bylaws. Past Presidents of the Council who are Regular members in good standing of the Council automatically assume, without need of election, the status of Past President-Ex Officio members of the Board. 

Up to three of the Regional Directors and up to two of the At-Large Directors shall be elected each year to serve for a term of two (2) years or until his or her successor has been elected and assumes office. Any Regular member of the Council in good standing is eligible for election as a regional member of the Board for a region. The Board of Directors shall make provisions for the terms of Board members first elected pursuant to these revised Bylaws in order to ensure staggered terms of office for the at-large and regional members.

No more than two members of the Board of Directors may be from the same agency or company.

Maintenance of Council Regular membership in good standing is required for the continuation of any Board member in that capacity.

Section 8.04   Nominations. 
The Nominating Committee, acting in accordance with Article X, Section 10.01 of these Bylaws, shall present to the membership, at least thirty (30) days before the Annual Meeting, at least one (1) nomination for each seat on the Board which is vacant or is about to expire. Additional nominations may be made from the floor at the Annual Meeting. 

Any member who is qualified to serve as an officer as described in 6.02 or willing to assume the duties of regional director as described in 8.02(a) may submit his/her name for any office to the nominating committee. 

Section 8.05   Quorum of the Board. 
At any meeting of the Board of Directors, at least one third of the voting members of the Board shall be required for the transaction of the business.  Except as otherwise provided in these Bylaws, the affirmative vote of a majority of voting members of the Board then present and voting shall suffice for the transaction of business of the Council.

Section 8.06   Meetings of the Board. 
A regular Meeting of the Board of Directors shall be held no less than two (2) times during each administrative year. One meeting shall be held in conjunction with the Annual Meeting of the Council. The second meeting shall be held at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held.  In addition, the Board, including its newly elected members, shall hold an organizational meeting during or immediately following the Annual Meeting of the Council.  Special meetings of the Board shall be called by the President, or at the request of any three Directors, by notice mailed, delivered, telephoned or electronically transmitted to each member of the Board of Directors, not less than 72 hours before the meeting is held. 

Section 8.07   Voting. 
Voting rights of a Director shall not be delegated to another nor be exercised by proxy.

Section 8.08   Voting by Mail. 
Action taken by a mail or email ballot of the members of the Board of Directors, in which at least a majority of such Directors, in writing, indicate themselves in agreement with the proposition(s) contained in such ballot, shall constitute a valid action of the Board if reported at the next regular meeting of such Board.

Section 8.09   Absence or Lapse of Qualification. 
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.  The Board of Directors shall declare vacant the seat of any Board member who fails to maintain membership in good standing in the Council.  A past president Ex-Officio member of the board of directors who misses two consecutive meetings, without proper excuse, shall no longer have voting privileges as a board member and shall not be counted as part of the quorum until he/she attends two consecutive meetings of the board thereafter.

Section 8.10   Vacancies, Suspension and Removal. 
Non-officer vacancies may be filled for the balance of the term thereof by the Board of Directors at any regular or special meeting. The Board of Directors, at a regular or special meeting, may suspend or remove any Board member from office for cause.  The Board of Directors, for good cause shown, and to protect the best interests of the Council and its members, may suspend or remove a Board member from office, pending the next regular or special meeting of the Board.  Such suspension or removal must be approved by at least two-thirds of the total membership of the Board present at the Board Meeting.

Section 8.11   Compensation. 
Directors and elected officers shall not receive any compensation for their expenses without authorization of the Board.  

Section 8.12   Competing Organizations 
Any member elected or appointed to the position as a member of the Board of Directors of NCISS cannot simultaneously serve in an elected or appointed leadership position for a competing organization.  A competing organization is defined as a national private investigator or national security professional association that provides similar services as NCISS and seeks members with like qualifications for a similar purposes.

If the Board of Directors of NCISS makes a finding that a member of the Board of Directors of NCISS is simultaneously serving in an elected or appointed leadership position for a competing organization it shall provide said member of the Board of Directors with written notice of this finding.  If said member of the Board of Directors is still simultaneously serving in an elected or appointed leadership position for a competing organization 30 days after the Notice has been given by the Board of Directors of NCISS said member of the Board of Directors will be deemed to have resigned his or her position as a member of the Board of Directors of NCISS as of that date.

ARTICLE IX – EXECUTIVE  COMMITTEE

Section 9.01   Authority and Responsibility.  
When constituted by resolution adopted by a vote of the majority of the Board of Directors, the Executive Committee may act in place and instead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to the delegation of authority to such Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board for ratification by mail or at the next Board meeting.

Section 9.02   Composition and Election.  
The Executive Committee shall consist of seven (7) members including the President as Chair, the three Vice Presidents, Secretary, Treasurer, and the Immediate Past President. 

Section 9.03   Quorum Call of Meetings.  
A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee.  The President shall call such meetings of the Executive Committee as the business of the Council may require, or a meeting shall be called by three (3) members of the Executive Committee.

Section 9.04   Vacancies. 
Any vacancy occurring on the Executive Committee with the exception of the Immediate Past President shall be filled in the manner provided in Article VI, Section 6.06.

ARTICLE X – SPECIAL  AND  STANDING  COMMITTEES

Section 10.01   Nominating Committee.  
The nominating committee shall consist of three past presidents Ex-Officio members in good standing.  The president shall nominate, and with approval of the board of directors by resolution appoint the members of the committee and one as chair.

The Nominating Committee shall invite suggestions from the membership for those offices and directorships which are vacant or about to expire, allowing at least ninety (90) days for suggestions.  The Nominating Committee shall then produce a slate of candidates for the required offices and directorships of the Council as provided in these Bylaws and produce this slate of candidates for the membership at least thirty (30) days before the Annual Meeting by members as these Bylaws prescribe.  The slate shall consist of the names of all persons who volunteered to run for any position to be filled.    

Section 10.02   Budget and Finance Committee.  
The Budget and Finance Committee shall consist of the President, the First Vice President, Treasurer, and the Immediate Past President.  The Treasurer shall serve as Chair.  The Committee shall counsel with the Executive Director on the annual budget of the Council and prepare recommendations for the Board of Directors.  The Committee may perform such other duties in connection with the finances of the Council as the Board may determine from time to time. 

Section 10.03   Legislative Committees.
The Legislative Committees shall consist of one for security matters and one for investigative matters.  The President shall nominate, and, with the approval of the Board of Directors by resolution, appoint or remove a member of the board of directors as chair for each of these legislative committees.  Said chair appointees shall have served at least one year as a member of a prior NCISS security or investigation legislative committee.  Each committee chair shall recommend members to serve on their respective committees and provide those recommendations to the president for approval.  The president shall present those recommendations to the board of directors for approval by resolution. The duties of this committee shall be prescribed by the Board of Directors. 

Section 10.04   Special Committee.  
The President shall nominate, and with the approval of the Board of Directors by resolution, appoint other such committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.

ARTICLE  XI – EXECUTIVE  AND  STAFF

Section 11.01   Appointment.  
The Board may employ or engage a staff person or association management company, who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.

Section 11.02   Authority and Responsibility.  
The Executive Director shall manage and direct all activities of the Council as prescribed by the Board of Directors and shall be responsible to the Board.  He or she may employ and may terminate the employment of members of the staff necessary to carry on the work of the Council and fix their compensation within the approved budget.  As Executive Director, he or she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his or her judgment, be in the best interest of the Council.  The Executive Director shall carry out other duties specified for that office by these Bylaws. 

ARTICLE XII – FINANCE

Section 12.01   Fiscal Period.  
The fiscal period of the Council shall be the calendar year of January 1 through December 31.

Section 12.02   Bonding.  
Trust or surety bonds may be furnished for the President, Treasurer and other such officers or employees of the Council as the Board shall direct.  The amount of such bonds shall be determined by the Board and the cost paid by the Council.

Section 12.03   Budget.  
With the recommendations of the Treasurer, the Board shall adopt in advance of the next fiscal period, an annual operating budget covering all activities of the Council.

Section 12.04   Audit.  
The President shall nominate, and, with the approval of the Board of Directors by resolution, appoint three members of the Board of Directors to serve as an Audit Committee.  The accounts of the Council shall be reviewed not less than annually by the Audit Committee.  A report of this audit shall be provided to the membership by the Treasurer within 30 days of receipt.

ARTICLE XIII – DISSOLUTION

Section 13.01   Dissolution. 
The Council shall use its funds only to accomplish the objectives and purposes specified in the Articles of Incorporation and Bylaws.  No part of said funds shall insure, or be distributed, to members of the Council.  On dissolution of the Council, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

ARTICLE XIV – NCISS  LOGO  AND  USE  OF  SAME

Section 14.01   Logo. 
The official logo of NCISS shall be depicted as a circle within a circle.  The inner circle shall contain an outline of the continental United States and immediately adjacent thereto, shall be an outline of Alaska and Hawaii.  The letters NCISS shall be displayed across the United States outline.  The outer circle shall contain the full name, with the words, “National Council” at the top, and “of Investigation and Security Services” equally spaced at the bottom of the inner circle.

Section 14.02   Logo Reproduction. 
No shield or badge shall carry a reproduction of this logo, nor shall any metal “protection” signs carry a reproduction of this logo.

The reproduction of this logo on letterheads, etc. may only be used by members and shall be limited to the time during which the membership herein shall be in good standing.

ARTICLE XV – AMENDMENTS

Section 15.01   Bylaws Amendments.
These Bylaws may be amended or repealed by a two-thirds vote of the voting members present and voting at the Annual Meeting of the Council duly called and regularly held, providing notice of such proposed changes having been sent in writing via U.S. mail, e-mail or fax to the members thirty (30) days before such meeting, or by a two-thirds vote of the voting members voting by a thirty-day mail ballot.  Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty-five (25) voting members addressed to the Board.  All such proposed amendments shall be presented by the Board to the membership with or without recommendation.