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INTELLENET LIMITED
BY-LAWS
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PREAMBLE
This International Intelligence Network is an incorporated association, formed to provide a means of identifying qualified, reliable individuals who have the particular skills needed to accomplish assignments related to the private investigation and security fields. Formerly known as INTELNET the association shall Hereafter be known as INTELLENET LIMITED (adopted 11/20/07). Knowledge, capabilities, requisite experience and reputation of the INTELLENET member(s) being contacted are deemed essential to the professional and ethical completion of each assignment. The contacting member can thus expect that the task will be properly carried out, suitably completed and adequately reported, based on the INTELLENET membership qualifications and requirements as set forth in ARTICLE III-MEMBERSHIP. A roster and skills matrix will be made available to all INTELLENET members based on the information supplied by the members at the time of their application to INTLELLENET, and verified by a member or members in compliance with ARTICLE III. These INTELLENET bylaws, adopted March 19, 1994 are presented as amended, to November 20, 2007.
Nothing in these bylaws is intended to limit any member?s choice of who to contact to accomplish a specific task, including the selection of non-members. Members are encouraged to explore the widest range of available sources, in all cases.
To sustain the capabilities of the members and foster the best interests of the private investigation and security field, and to keep abreast of the technical, regulatory and other developments, INTELLENET will sponsor and conduct an annual seminar per ARTICLE VI. The seminar will be open to members and non-members and will be presented without charge to the attendees.
ARTICLE I - GENERAL
No member shall be paid a stipend for serving in any appointed capacity. The executive director or any officer of the board of directors is authorized to reimburse any legitimate expense incurred by a member serving in an official capacity.
An Executive Secretary shall be hired to assist The Executive Director in the performance of the duties of that office. This employee shall be paid a salary to be negotiated at the time of hiring. The specific duties of the Executive Secretary shall be set forth in a job description, maintained by the Executive Director.
ARTICLE II - OFFICES
The principal office of INTELLENET shall be located at P.O. Box 350, Gladwyne, PA 19035.
The regional offices of INTELLENET shall be the business office of each regional director, who is appointed by the executive director.
ARTICLE III - MEMBERSHIP
Section 1. General Membership
The general membership of INTELLENET shall consist of private investigators and security consultants, with a minimum of 10 years experience, licensed in those jurisdictions where licensing is required, and in good standing, in all cases. Failure to maintain a license in those states requiring a license or to remain in good standing in any other jurisdiction where the member practices will result in automatic immediate termination of affiliation with INTELLENET.
Applicants must be recommended by an INTELLENET member and the recommendation shall be based upon the known integrity, honesty, capability and reliability of the recommended party. A pre-screening process, which will include public record checks regarding the applicant in the jurisdictions where there is no state licensing requirement and where the applicant has resided for the last two (2) years and an interview of references will be the minimum requirement. An application fee of $25.00 shall be paid to offset the costs commensurate with the process indicated. Compliance with the INTELLENET code of ethical standards and conduct, a copy of which is furnished with membership status, is required.
It is to be understood that membership in INTELLENET is exclusive to an individual. *****
It is anticipated that general membership will be limited to approximately five hundred (500) general members, worldwide.
No membership fee shall be required by the association, however, a subscription fee (assessment) to cover reproduction, mailing costs and other annual operating expenses will be charged. The assessment is to be established by the board of directors, and is subject to change, based upon the best estimate of annual administrative and logistical costs. The current assessment is one hundred ($100.00) U.S. dollars, per year.
Members, delinquent one year in the payment of the assessment may be removed from membership. A reinstatement fee of twenty-five ($25.00) dollars may be assessed upon request for renewal of membership. This rule and fee are required to offset the costs of sending correspondence to members who, although they do not wish to continue their affiliation with INTELLENET have not communicated those wishes and to offset the costs of reinstatement. See Article III, Section 5. Reinstatement, below.
Section 2. Special Memberships
In addition to the general members, described above, INTELLENET encourages the involvement of certain source agencies and prospective client organizations. These individuals, companies or entities shall be listed as Supplemental Support List members and Distribution List members. The supplemental support list will include members the specialties and expertise of whom are often required by and always available to our general members when needed. The Distribution list contains the names of entities, identified as potential clients who may call upon our members for assistance in the pursuit of investigations.
Section 3. Lifetime Membership
Lifetime membership is a unique and special honor. It is anticipated that few such memberships will be awarded and that specific guidelines should be established for that purpose. Therefore, the INTELLENET publication, LIFETIME MEMBERSHIP AWARDS, has been approved by the board of directors and is incorporated by reference as a part of these by-laws.
Section 4. Termination
As required in this article, Section 1 above, each and all general members agree to be governed by the INTELLENET Code of Ethical Standards and Conduct, set forth in a separate directive, and are subject to termination for violation of the canons of that code or for non payment of the assessment. Members may terminate of their own volition but the paid assessment will not be returned.
Section 5. Reinstatement
A former member (Petitioner) who resigned of his or her own volition and subsequently requests reinstatement may be reinstated at the discretion of the executive director, who will request input from the membership as to the petitioner?s qualifications. This action may be initiated through the Association online listserv, via facsimile, or by mail at any time. As in the case of new membership applications, the petitioner may be required to re-submit a copy of authorization to practice within the petitioner?s jurisdiction if that jurisdiction requires licensing and proof of insurance. The pre-screening process and public records check shall not be required unless deemed necessary due to possible disqualifying information developed subsequent to original membership status. In the announcement of reinstatement, the executive director may include any appropriate comments or recommendations, i.e. the presence of other members at the current location of the petitioner; or the present attitude or known business pursuits of the petitioner.
The petitioner may be assessed twenty-five ($25.00) dollars reinstatement fee as well as the normal one hundred ($100.00) dollar membership assessment.
ARTICLE IV ? OFFICERS & DIRECTORS
Section 1a. Officers
1. The Executive Director: The executive director shall be chosen from among the general membership. This officer will be the chairperson of the board of directors. The members of the association unanimously voted JAMES P. CARINO as Executive Director for Life.
2. The Assistant Executive Director: An assistant executive director will be appointed by the executive director, by and with the consent of the board of directors, to assist the executive director in the performance of the duties of the office of executive director.
3. The Secretary & Treasurer: One or two members of the board of directors will be appointed to perform the duties of secretary and treasurer. These offices may or may not be combined.
4. If appointed, an Assistant Secretary of the association shall be designated as an officer of the association and member of the board of directors.
Section 1b. Directors
1. The Board of Directors: Members of the board of directors, with duties as set forth in ARTICLE V - BOARDS will consist of the association officers, regional directors, members at large and non voting members, appointed and approved by the board for specific purposes. (Adopted 11/20/07).
2. Regional Director: A regional director shall be appointed by the executive director, for each designated region, worldwide. The boundaries for these regions were set forth and approved by the membership in 1989 and revised in 2003. Each regional director is a member of the board of directors, as reported in section 1b1, ARTICLE IV, above. The duties of this office are reported in ARTICLE IV, Section 4, f, infra and in Guidelines Letter 2002-1.
Section 2. Terms of Office
a. The executive director shall hold office at the pleasure of the board of directors, unless his or her appointment is "for life".
b. The assistant executive director shall be appointed by the executive director, with the consent of the majority of the board of directors and may be re-appointed as often as that member shall agree to serve.
c. The secretary and treasurer of the board shall be appointed to those offices by the executive director, with the consent of the majority of the board and may be reappointed as often as the appointees shall agree to serve.
d. Members of the board of directors, including regional directors shall be appointed by the executive director. The member is eligible to serve for as long as he or she shall desire but may be replaced at the direction of the executive director for non-participation or for cause. Replacement for non-participation shall not be deemed a reprimand when attendance is beyond the control or capability of the member.
Section 3. Candidate Qualifications
Candidates for all offices shall be members of INTELLENET and no other qualifications shall be imposed.
Section 4. Duties
a. The executive director shall be responsible for the promotion, growth and general welfare of this association and its members. The establishment of boards and committees deemed necessary for the carrying out of the intent and purpose of INTELLENET and the appointment of members to those boards and committees, are among the duties of the executive director as are the appointments to the position of regional directors. This officer may establish as many boards and committees as he or she deems necessary and is an ex-officio member of all such entities.
b. The assistant executive director, shall be responsible to assume the duties of the executive director at the direction of the executive director or in the event of the incapacity or unavailability of the executive director, for whatever reason.
c. The secretary of the board shall be responsible to see that all of the deliberations of the board are published for the edification of all association members and that significant decisions are reported at the annual convention or on the listserv INTELLENET-L and when appropriate INTELLENET-D. The secretary will maintain the official by-laws and code of ethical standards and conduct for the association. These original signed documents will be available to the executive director as and when needed. The treasurer shall be responsible to maintain the accounts of the board and to see to the generation of the necessary reports to inform the membership of the financial status of the association. The secretary-treasurer or secretary and treasurer may designate another member of the board to prepare and deliver these reports in those instances where either is unable to attend a meeting of the board or a convention.
d. The chairperson of the board of directors shall be the executive director, who will preside at all meetings of the board and set the agenda for those meetings. This officer shall be responsible to see that all members make an effort to attend all meetings, that these meetings convene in such places and at such times as may accommodate the majority of the members of the board and that board members perform such duties as are assigned to them.
e. Members of the board of directors, as is true of any INTELLENET board or committee (Added 11/20/07), shall serve in good faith and be present at every required meeting possible. They shall contribute their best judgment to the deliberations of the board and promote the purpose of the association to the best of their ability.
f. Regional directors are responsible for the establishment of plans, designed to provide the best investigative coverage within their region. All capital cities, major courts and other seats of government should be included in these coverage plans. (See also, INTELLENET Guidelines Letter 2002-1). The regional director will encourage and help promote seminars for the education and growth of all members within their region. All INTELLENET members, worldwide, shall be invited to these programs through promulgation on the association website, bulletin board. Other association business which is deemed best handled at the regional level may be assigned to a director by the executive director or the committees he establishes. The regional director may designate a member in the region represented, as assistant regional director but that office does not automatically award membership on the board of directors.
ARTICLE V - BOARDS
Section 1. Board of Directors
The executive director of INTELLENET will establish and preside over a board of directors which consists of the association officers, regional directors and at-large members, all of whom are appointed by the executive director. This board will act as a governing body and will meet at the location of and immediately prior to the commencement of the annual conference. The board will identify and conduct business essential to the continuing effectiveness and professional ability of the association. The total number of board members shall be determined by the board who will base their decision upon the total membership and the need for specific coverage. At this date and time, a quarum shall be 15 board members present or voting.
Section 2. Arbitration Board
An arbitration board shall be appointed by the executive director and shall consist of five (5) persons chosen from among the general membership. The identity of these members will be known only to the executive director and secretary of the association. They will not be known to each other or to any other member. This anonymity shall also cloak the identity of parties seeking or requiring arbitration. It is to assure the unbiased decision of this board, that the non-disclosure factor must be strictly enforced. All members of the arbitration board agree to serve in secrecy and all members of INTELLENET agree to maintain the secrecy of their involvement in any dispute submitted for arbitration. The executive shall prepare the dispute for arbitration, identifying the adversaries as Party A, Party B, and Party C or by other designations contrived to prevent identification. The return of at least three (3) of the opinions of the arbitration board will be deemed sufficient for the preparation of a decision by the executive director. It will be the responsibility of each member of the arbitration board to return his or her opinion as quickly as possible. In the opinions rendered by the board, as in all legal or quasi legal matters involving INTELLENET members, the Anglo-American rule of law, ?innocent until proven guilty?, shall prevail. All association members agree that the decisions of the arbitration board shall be binding. Any member affected by the decision of the arbitration board may request a rehearing based on information or evidence not available at the time of the original decision, or the member may appeal the decision to the board of directors. (See also Section X of The Code of Ethical Standards and Conduct).
ARTICLE VI - DISAGREEMENTS & DISPUTES
Occasionally a matter may occur between/amongst members regarding disagreements or disputes that may be either personal or professional but have occurred within INTELLENET. The individuals involved should first attempt to privately resolve the issues before referring the matter for further inquiry. Protocol dictates that if the problem cannot be resolved between/amongst the members involved, then the respective Regional Director should be contacted for further negotiation. In those instances where the Regional Director has not been able to assist in the resolution of the matter, it must then be referred to the Executive Director. If the dispute involves an Officer of the association, Regional Director or other member of the board of directors, it must be referred directly to the Executive Director.
INTELLENET members are professionals and are requested to treat all members with respect and dignity and attempt to keep "private disagreements" out of the mainstream of everyday business. Any member having difficulty with another member should first attempt to resolve the problem privately before referring it to the Regional Director. Regional Directors are identified on the INTELLENET webpage under the caption, Officers and Board of Directors.
ARTICLE VII - SEMINARS
Section 1. Annual Convention
INTELLENET shall conduct a seminar once a year, at a place to be agreed upon by the membership. The seminar will present current information and technology, state of the art developments, regulatory changes and any other matters of interest to the attendees. Recognized experts will be sought as presenters, with most coming from among INTELLENET ranks. Emphasis on the highest standards of ethical conduct, which is an integral part of the INTELLENET philosophy, will be a principal part of the seminar. The seminar shall be open to members and non-member colleagues.
Section 2. Regional Seminars
Seminars may be suggested, requested or sponsored by any member of INTELLENET. To be officially recognized by the association, proposed seminars should be submitted for approval to the regional director in the area where the seminar is to be held. The regional director will assist the member in every way possible to promote the success of the proposed seminar, seek official recognition by the board of directors and assure that all members are invited to attend by the publication of details on the INTELLENET website and in the pertinent INTELLENET listservs.
Section 3. Robert?s Rules of Order
All meetings and assemblies of the association will be governed by procedures outlined in the "Robert?s Rules of Order" except where they may be in conflict with these by-laws.
ARTICLE VIII - PUBLICATIONS
Section 1. By-laws
These are the by-laws of INTELLENET LIMITED. All members are empowered to suggest changes to these by-laws, at any time. The by-laws and amendments shall be reported on the association website and a personal copy made available to any requesting member at the annual convention or by mail. Changes and corrections, which do not amount to content amendments will be announced at the annual meeting and published on the INTELLENET website and/or in the pertinent INTELLENET listservs. Copies of the changes will be faxed to any member upon request.
Section 2. Code of Ethical Standards and Conduct
The INTELLENET Code of Ethical Standards and Conduct (The Code) will be submitted for the required approval of the board of directors. Amendments to the code must be approved by that body. Upon adoption of the code, all members shall be apprised thereof by publication on the association website and by presentation of a personal copy to each member. All new members shall be furnished a copy of these By-laws and of The Code. The personal copy requirements may be accomplished by presentation on the appropriate INTELLENET Listservs. Members shall be required to conduct their business affairs in accordance with the code.
Section 3. Listservs and Special Notices
The executive director may appoint a publications Editor (Changed from committee, 1/20/07) and authorize the expenditure required to make copies available to each investigative, support and distribution list member. It has been determined, however, that publication on the association website is sufficient to inform the members of timely events and newsworthy activity.
Section 4. Membership Directories
a. Membership directories, including the supplemental support list and distribution list members shall be published and updated as required. This need shall be determined by the executive director, usually, once each calendar year. The directories shall provide the name, business address and all business telephone, facsimile, pager numbers and e-mail addresses of the member, when such data is provided. Inclusion of these updated directories which can be accessed by name or location on the association website shall constitute sufficient publication.
b. A listing of three (3) special skills and expertise of each regular member is desirable and space will be provided for such, on the website.
c. In addition, a directory known as The Briefcase Roster consisting of the name, city and state or city and country and one contact telephone number of each investigator member shall be maintained by the Secretary of the association. This Roster shall be published quarterly on the association?s "L" and "D" Listservs.
ARTICLE IX - AMENDMENTS TO THESE BY-LAWS
By-laws amendments must be submitted in writing to the board of directors for debate. The association member suggesting the amendment must present the proposal to the board at the meeting where the proposed amendment is to be considered, or he/she may delegate another member as presenter. All board approved amendments shall be provided to the general membership at the next annual convention, for adoption. Publication of amendments to these by-laws will be as set forth in ARTICLE VII, Section 1, above.
Respectfully submitted. Date: November 20, 2007
Signed: s/ Brad Penny (Original Signed)
Brad Penny, Secretary
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INTELLENET
Updated: 2/2012
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