ARTICLE II - PRINCIPAL OFFICE

2.01 Principal Office.
- The principal office of the Association shall be at a location designated by the Board of Directors.

ARTICLE III - PURPOSE

3.01 Purpose.
- The purposes of the Association include: a) engaging in any lawful act or activity for which a corporation may be organized; b) advancing the professions of licensed investigators; c) articulating and advocating the needs and interests of the professions before legislative, administrative, and judicial branches of local and state governments; d) cooperating on behalf of the professions with persons and firms directly and through their Associations in matters involving the business and governmental affairs of the professions; e) promulgating policies and conducting activities for the betterment of all those involved in some aspect of the professions.

ARTICLE IV - SEAL AND EMBLEM

4.01 Seal.
- The Official Seal of the Association shall be a circle with the date of incorporation, with the CALI emblem within the circle.

4.02 Emblem.
- The Official Emblem of the Association shall be of the following design: Inside a full circle is an outline of the State of California containing the initials CALI, with the words TRUTH and JUSTICE on either sides of the State outline.

4.03 Use of Seal.
- Use of the seal, emblem, name, initials, and other symbols of the Association, as approved by the Board of Directors, is a privilege of membership and may be used only by members. Upon termination of membership, use of seal, emblem, name, initial, and other symbols of the Association shall be discontinued.

ARTICLE V - MEMBERSHIP

5.01 Class of Membership.
- The Association shall have the following classes of membership: Active, Associate, Affiliate, Service and Industry, Pre-Licensed, Life, and Honorary. With the exception of the Life or Honorary membership, those persons who qualify for a class of membership will be placed only in that class which they qualify.

5.02 Active Membership.
- Any Qualified Manager who is licensed by the State of California to practice Private Investigations shall be eligible for active membership. The membership is taken as an individual and is not transferable. Active members shall have the right to vote and hold office. Non-resident members may not hold office.

5.03 Associate Membership.
- Any individual who resides in, or whose principal place of business is outside the state of, California who is qualified under the respective laws or regulations to operate as a Private Investigator shall be eligible for associate membership. Associate members shall NOT have the right to vote. Associate members shall not have the right to hold office.

5.04 Affiliate Membership.
- Any individual who does not qualify for Active or Associate membership, but who is an employee or a non-Qualified Manager, officer, owner or partner of a licensed private investigator or is an employee of a state, federal, county, municipal, or proprietary agency exempted for licensure is eligible for Affiliate membership. Affiliate members shall not have the right to vote or hold office.

5.05 Service and Industry Membership.
- Any individual who provides services and/or materials relating to the investigative industry, and who, under a separate entity, provides services which do not require private investigators license from the State of California, is eligible for service and industry membership. Service and industry members shall not have the right to vote or hold office.

5.06 Pre-Licensed Membership.
- Any individual who does not qualify for Active, Associate or Affiliate membership and: 1. Is currently enrolled, in a private or state university, community college or private accredited vocational institute and undertaking a course in criminal justice and/or a similar investigation discipline, Criminology, Juris Doctorate or a Forensic Discipline, or; 2. Has completed a course of study and received a certificate or diploma from any of the above categories and does not yet qualify to take the Bureau of Security and Investigative Services (BSIS) Licensed Investigator examination; or; 3. has met all of the minimum requirements for licensure, has received approval of their application for licensure by BSIS, and is eligible to take the BSIS private investigation examination is eligible for Pre- Licensed membership. Pre-Licensed members shall not have the right to vote or hold office. Pre-Licensed members shall not have access to the association listserv but they will have access to the CALI Members-Only section of the CALI Website.

5.07 Life Membership.
- A member shall become a life member under the following: a. A member reaches the age of seventy (70) and has continuous membership in CALI for twenty (20) years immediately preceding application for life membership. A life member shall be entitled to a waiver of regular dues commencing with the first renewal period following their eligible birthday and upon completing the active membership under (a.). Maintenance of PI or PPO licensure is not required to retain life membership status. Life members shall have the right to vote. Life member shall not have the right to hold office. All other dues or fees associated with membership in CALI are not waived.

5.08 CALI Affiliated Specialty Associations.
- An honorary membership may be granted by the Board of Directors. It is limited to name only and carries no privileges of membership. Honorary memberships may be revoked at any time by a majority vote of the Board of Directors. The Board of Directors may designate non-competing organizations of investigative and/or legal specialization fields as CALI Affiliated Specialty Associations. Examples of such organizations which are illustrative rather than restrictive, include associations of criminal defense investigators, fraud examiners, document examiners, and other expert witnesses. The Board of Directors may make policies and rules governing the extent of participation in programs and activities of CALI, including but not limited to setting discounts and/or incentives to join CALI in other membership categories, regulations concerning participation of a CASA in legislative programs and activities, and participation in CALI member benefit programs. Members of a CASA shall not have a vote at any CALI district or statewide meeting and may not hold any office in CALI as a Director, Officer unless they are also Active or Associate members meeting the appropriate criteria under Sections 5.02 or 5.03. The Board of Directors may make rules permitting members of a CASA to serve on CALI committees as non-voting members.

5.09 Obligations of Membership.
- Each member of the Association agrees to be bound by these Bylaws and amendments thereto, and by the lawful actions of the Board of Directors or voting members of the Association.

5.10 Membership Plaques and Certificates.
- Membership plaques and certificates are the property of the Association and must be returned to the Association upon termination of membership.

5.11 Member Liability.
- Except as provided in Section 9.11 of these Bylaws, entitled "Publication of Material Soliciting Votes," no member of the Association shall be personally or otherwise liable for any of the debts, and/or obligations of the Association.

5.12 Compensation and Expenses.
- Members of the Association shall serve without pay. The Board of Directors may allow a member actual and necessary expenses of Association business.

5.13 Association Records.
- All official correspondence, papers, and records in the possession of members when serving as officers, directors, or members of committees are the property of the Association.

5.14 Cessation of Membership.
- A membership shall terminate whenever any of the following events have occurred: a) resignation of member; b) annual membership dues are not paid 30 days from the members anniversary date assigned to the member by CALI; c) expulsion by the Board of Directors pursuant to Article XIV of the Bylaws.

5.15 Applications for Readmission by Disciplined Former Members.
- If a former member who has been suspended, or had a pending, unresolved disciplinary matter at the time of resignation, or was placed on probation or otherwise disciplined by the Association reapplies of admission of the Association, that former member’s application shall be submitted to the Board of Directors for consideration.  In considering such an application, the Board of Directors shall make a determination as to the eligibility of the former member for readmission.  The Board of Directors shall consider the former member’s compliance with the terms of any previous suspension, probation or other disciplinary actions as a part of this determination. This determination shall also be based upon whether or not the readmission of the former member is in the best interests of the Association. 

ARTICLE VI - DUES AND ASSESSMENTS

6.01 Dues.
- The Board of Directors shall set the amount of annual dues for membership. The Board of Directors shall furnish to the membership annually through the Association newsletter, or general circulation to the membership, what the annual dues will be. This information shall be noticed to the general membership at least sixty (60) days before the beginning of the Association's fiscal year.

6.02 Payment of Dues.
- Membership dues are due and payable as follows: a. Dues are payable on July 1 of each year for any member who joined CALI prior to June 30, 2012 b. Dues are payable each year on the member anniversary date if the member joined CALI after June 30, 2012.

6.03 Assessments.
- The Board of Directors may levy such additional assessments as are necessary to carry out the activities of the Association, upon ratification of two-thirds (2/3) majority of the Directors voting.

ARTICLE VII - DISTRICTS

7.01 Definition of District.
- A "District” means a region created in the state of California and shall be referred to in these Bylaws as "District."

7.02 Creation of Districts.
- The Board of Directors shall determine the name, region, and number of Districts in the Association.

7.03 District Affiliation.
- Each member shall designate in writing to the principal office of the Association the District with which he or she chooses to affiliate.

7.04 District Mixers & Administration. 
- Each district shall hold a minimum of one (1) district mixer per year. A district mixer shall be defined and amended as needed by the board of directors. Eligibility for District Director  shall conform to membership and eligibility requirements as set forth in these Bylaws. Eligible voting members must be affiliated with the district in which they vote for  Director and must meet voting and eligibility requirements as prescribed by these Bylaws. The election of the District Director shall be held in the same manner, time and ballot as the Officers and Directors at Large.

7.05 Compliance with Bylaws.
- Each District shall abide by all Bylaws of this Association and all resolutions of the Board of Directors.

ARTICLE VIII - ANNUAL BUSINESS MEETING

8.01 Annual Business Meeting.
- The Association shall hold an Annual Business Meeting on or before December 31 of each year, at a place determined by the Board of Directors.

8.02 Quorum.
- Twenty-five (25) voting members shall constitute a quorum.

ARTICLE IX - OFFICERS AND DIRECTORS

9.01 Officers.
- The Officers are the President, Vice President of Administrative Services, Vice President of Investigative Services, Secretary, and Treasurer.

9.02 Board of Directors.
- The Board of Directors shall consist of not less than eleven (11) nor more than thirty (30) members, with the exact number to be fixed by the Board of Directors. The Board of Directors shall include the President, two Vice Presidents, Secretary, Treasurer, two Directors-at-Large, the Immediate Past President, and one Director from each District. The term of an Immediate Past President is one year past their service as President. The term of Immediate Past President will not extend beyond one year from their service as the President, even if the current President is re-elected to additional terms.

9.03 Election of Officers, Directors-at-Large and District Directors by Written Ballot.
- The President, Vice Presidents, the Secretary, the Treasurer, Directors, and Directors-at-Large shall be elected only by written ballot of the members. Beginning on January 1, 2024, all Officers, Directors at Large and Directors shall be elected biennially and shall hold office for a two-year term beginning on January 1 and ending on December 31 of every second year. Directors-at-Large shall hold office for a two-year term beginning on January 1 and ending on December 31 of every second year. Notwithstanding the foregoing, any vacancy in an Officer position, Director-at-Large position, or Director position resulting from dismissal, recall, withdrawal or otherwise, may be filled for the unexpired term by a person appointed by the Board of Directors.

9.04 Vote by Proxy and Cumulative Voting.
- No vote by proxy or representation shall be allowed. Cumulative voting shall not be authorized for the election of officers or directors or for any other purpose.

9.05 Eligibility for Office.
- To be eligible for the office of President, the candidate must have been an active member for no less than three years immediately preceding commencement of the term of office and have served on the Board of Directors no less than two years. Candidates for Vice President of Administrative Services, Vice President of Investigative and Security Services, Secretary, or Treasurer must have been an active member for no less than two years immediately preceding commencement of the term of office and have served on the Board of Directors no less than one year. Candidates for Director-at-Large, and District Director must have been an active member for one full year immediately preceding commencement of the term of office. No two members of the Board of Directors may be from the same agency.

Any member elected or appointed to a position as an Officer, District Director or District Governor cannot simultaneously serve in an elected or appointed leadership position for a competing organization. A competing organization is defined as a California state private investigator or private patrol association that provides similar services as CALI and seeks members with similar qualifications.

9.06 Time and Place of Election.
- To be determined by the Board of Directors.

9.07 Nominations for Election to the Board of Directors.
- Any person qualified to be an Officer or Director-at-Large under Section 9.05 of these Bylaws may be nominated by the method of nomination authorized by the Board of Directors or by a petition, signed within eleven months preceding the last day of the time period specified by the Board of Directors for the return of ballots to the Association for the election of nominees for the position in question, by active voting members representing at least two percent (2%) of the voting power of the Association, and delivered to the CALI office prior to the date for the close of nominations. The date for the close of nominations for election to the Board of Directors shall be a date selected by the Board of Directors so that the results of each year's elections can be determined before the Annual Business Meeting. However, the date for the close of nominations for election to the Board of Directors shall not be less than 50 calendar days nor more than 120 calendar days before the expiration of the time specified for return of ballots to the Association, and shall be at least ten (10) business days prior to the date established by the Board of Directors for the printing and/or distributing of the written ballots for such election.

9.08 Solicitation of Ballots/Quorum.
- Ballots for the election of Officers, Directors-at-Large and District Directors shall be solicited in a manner consistent with the requirements for giving notice of members' meetings in accordance with Section 7511 of the California Corporations Code. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified for the return of the ballots to the Association, equals or exceeds the quorum (see 8.02) required to be present at the annual business meeting. Solicitations for ballots for the election of Officers, Directors-at-Large, or District Directors shall (a) indicate the number of responses needed to meet the quorum requirement, (b) state the minimum votes that must be received by a candidate in order to be elected, and (c) specify the time by which the ballot must be received by the Association in order to be counted, which shall not be less than 25 days after the ballots are mailed to the members by the Association. A written ballot may not be revoked after it is received by the Association.

9.09 Ballot Requirements.
- The Association shall distribute by mail a written ballot to every member entitled to vote for Officers, Directors-at-Large, or District Directors. For the purposed of bylaw 9.07 through 9.11 "Mail" is defined as whether electronic means or U.S. Mail including e-mail, or through the CALI Website. The ballot shall (a) set forth the name of each nominee for election to the Board of Directors and (b) specify the position for which the nominee is a candidate. If the number of nominees for election exceeds the number that can be elected to the Board of Directors, the ballot shall provide the maximum number of nominees for which the member can cast an affirmative vote. If there is more than one nominee for any given position on the Board of Directors, the ballot shall provide that the member can cast an affirmative vote for only one of the nominees for such position.

9.10 Minimum Number of Votes Required for Election by Ballot.
- In order to be elected by ballot as an Officer, Director-at-Large, or District Director, a candidate must receive a number of votes that is at least one-half of the quorum required to be present at a meeting of the members. The candidate(s) receiving the highest number of votes (but at least the number of votes required by the forgoing sentence) within the time specified by the Board of Directors for the return of ballots to the Association, up to the number of Directors-at-Large to be elected, or for an Officer position, shall be deemed to be elected and their term in office shall begin on January 1. The results of any election by ballot certified by the elections committee and announced within five days after the close of the voting period.

9.11 Publication of Material Soliciting Votes.
- The Association shall make available to all nominees for election, in some material published by the Association and mailed concurrently with the mailing of ballots to members, an equal amount of space, with equal prominence, for use by the nominee(s) for a purpose reasonably related to the election for which the nominee is a candidate. The procedures set forth in these Bylaws for the nomination and election of Officers, Directors-at-Large, or District Directors, by ballot are intended to comply with Sections 7520 and 7523 of the California Corporations Code. Therefore, and notwithstanding any provision of these Bylaws specifically or implicitly to the contrary, any nominee on whose behalf material is published or mailed in accordance with the Bylaws, shall be liable for, and shall indemnify and hold the Association, its agents, Officers, Directors and employees harmless from all demands, costs, including reasonable legal fees and expenses, claims, damages and causes of action, arising out of such material or any such mailing or publication.

9.12 Dismissal.
- Any member of the Board of Directors missing two meetings in the fiscal year, without approval of the Chairman of the Board, shall be dismissed from their position on the Board of Directors.

9.13 Recall.
- Recall for any member of the Board of Directors shall be conducted in accordance with state law.

9.14 Vacancies.
- Any vacancy in office may be filled for the unexpired term by the Board of Directors. Prior to the next Board of Directors meeting, the District may elect a new Director.

ARTICLE X - BOARD OF DIRECTORS

10.01 Meetings.
- A Board of Directors meeting shall be held within ninety days (90) following the  beginning of a new term, at a location and date selected by the President. The President shall provide thirty (30) days notice of the first meeting. A minimum of four regular meetings shall be held during the fiscal year.

10.02 Quorum.
- A simple majority of the full Board of Directors shall constitute a quorum.

10.03 Election of the Chairman of the Board.
-The Board of Directors shall elect a Chairperson of the Board at the First Board of Directors meeting of the new term. The first Board meeting can be a special, emergency meeting or regularly scheduled meeting. The election shall take place at the beginning of the meeting, after Board introductions and the President's Welcome message.

10.04 Chairman of the Board.
- The Chairman of the Board shall preside over all special, emergency or regularly scheduled meetings of the Board of Directors. With the exception of Bylaw 10.05, the Chairperson shall schedule all meetings following his or her election. Chairman of the Board is a two year position.

10.05 Special Meetings.
- Special meetings of the Board of Directors shall be held upon four days notice by first-class mail or forty-eight hours notice delivered personally, by telephone, by fax, or other electronic communication. Special meetings may be called by the Chairman of the Board, the President, a Vice-President, the Secretary, the Treasurer, or any two directors.

ARTICLE XI - DUTIES OF OFFICERS

11.01 President.
- The President shall supervise the business operations of the Association, preside at the Annual Business Meeting, and perform such other duties directed by the Board of Directors.

11.02 Vice President of Administrative Services.
- The Vice President of Administrative Services shall assist and direct the District Directors and Governors in the administration of their districts, and perform all duties delegated by the President.

11.03 Vice President of Investigative Services.
- The Vice President of Investigative Services shall represent both professions, and perform all duties delegated by the President.

11.04 Treasurer.
- The Treasurer shall oversee the financial matters of the Association; submit current financial reports to the Board of Directors; and perform all duties as delegated by the president.

11.05 Secretary.
- The Secretary shall record the minutes of all Board meetings, the Annual Business Meeting, and special meetings.

ARTICLE XII - APPOINTMENTS AND COMMITTEES

12.01 Committees.
- The President and the Board may establish committees as deemed necessary.

12.02 Appointments.
- The President shall appoint a Chair for each committee, except for the Audit Committee and the Chair of the Government Affairs Committee, the appointments of whom is addressed in 12.03 and 13.04. The Chair of each committee, except for the Audit and Government Affairs Committee, shall appoint the members of each committee. The Board of Directors will ratify the members of each committee. The Board of Directors may remove any Committee Chair or Committee member for cause by a majority vote. All appointments shall be published on the CALI Website.

12.03 Government Affairs Committee.
- The President, in whose term a two-year session of the California State Legislature originates, shall appoint a Government Affairs Committee Chair. This Chairperson will serve a two-year term, beginning with each two-year term of the California State Legislature, and may be reappointed.

12.03.01 Eligibility for Appointment to Government Affairs Committee Chair.
- The candidate for the Government Affairs Committee Chair must have served on the most recent CALI Government Affairs Committee for at least two consecutive years and on the CALI Board of Directors for a minimum of two years during their membership in CALI.

12.03.02 Time and Place of Appointment.
- The nomination for Government Affairs Committee Chair shall be submitted with credentials for approval prior to the commencement of the two-year session of the California State Legislature. Approval of the Government Affairs Committee Chair shall be affirmed by a two-thirds vote of the Board of Directors.

12.03.03 Committee Member Appointments.
- At the commencement of the two-year session of the California State Legislature, the Government Affairs Committee Chair, with the approval of the President serving the year of the Government Affairs Committee Chair's appointment, shall appoint members to the Government Affairs Committee, in consultation with the President, shall appoint members to the Government Affairs Committee. The Committee members shall be ratified by the Board of Directors at the first regularly scheduled Board meeting of the new legislative term.

12.03.04 Term of Committee Appointment.

- The term of appointment of Government Affairs Committee members shall be two years, beginning with each two-year session of the State Legislature. The term of appointment shall conclude at the Board of Directors meeting following the close of the two-year session of the California State Legislature.

12.03.05 Termination of Committee Appointment.
- The appointment of any member of the Government Affairs Committee may be terminated for cause upon approval of the Government Affairs Committee Chair or the Board of Directors.

ARTICLE XIII - MANAGEMENT

13.01 Corporate Powers.
- The activities and affairs of the corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

13.02 Restrictions.
- All policies and activities of the Association shall be consistent with all applicable federal, state, and local antitrust laws, trade regulations or other legal requirements, and applicable tax exemption requirements.

13.03 Management.
- The Board of Directors shall have the authority to employ or contract with a person or company to manage the daily operations of the Association. The manager is responsible for the day-to-day operations of CALI under the supervision of the President, acting under the direction of the Board of Directors. The duties of the Executive Director shall be identified in the management contract with CALI.

13.04 Audit.
- The Board of Directors shall retain a Certified Public Accountant to perform an annual review of the financial records of the Association. The Board of Directors shall retain a Certified Public Accountant to perform a financial audit at least every four (4) years. CALI will maintain a standing Audit Committee, to assist the Certified Public Accountant. The Audit Committee will report to the Board of Directors. The President and the Treasurer shall not be members of the Audit Committee.

ARTICLE XIV - DISCIPLINE

14.01 Discipline.
- A member may be disciplined based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the member has violated in a material and serious degree these Bylaws, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. Such discipline may include private or public reprimand, suspension or expulsion. In the event that grounds appear to exist for discipline of a member the following procedure shall be followed: a) the member shall be given fifteen (15) days notice of the proposed discipline and the reasons therefor; the notice may be given by first class or registered mail addressed to the member's last address as shown on the Association's records; b) the member shall be given the opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed action. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the discipline should take place; c) the Board, committee, or authorized person shall decide whether or not the member should be disciplined and the manner of discipline, which may include private or public reprimand, suspension or expulsion. The decision of the Board, committee or authorized person shall be final.

ARTICLE XV - INDEMNITY AND INSURANCE

15.01 Indemnity.
- To the fullest extent permitted by law, the Association shall indemnify and hold harmless any and all past, present, or future directors and officers, as identified and defined in these Bylaws, and, in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee of this Association of and from all liabilities, expenses, and counsel fees reasonably incurred in connections with any and all claims, demands, causes of action, and other legal proceeding to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such director, officer, employee or agent on behalf of the Association. The provisions of this Article shall be interpreted and applied subject to and in conformance with the provisions of sections 7237 and 7238 of the California Corporations Code and shall be in addition to and exclusive of any other rights to which any director, officer, employee or agent may be entitled by law.

ARTICLE XVI - AMENDMENT OF THE BYLAWS

16.01 Amendment of the Bylaws.
- The Bylaws of the Association may only be amended by a majority vote of voting members. Bylaw Amendments shall be voted on using electronic means or U.S. Mail. Amendments to the Bylaws shall not be presented to the membership at the Annual Business Meeting unless reasonable notice has been given.

ARTICLE XVII - DISSOLUTION

17.01 Dissolution.
- This Association may be dissolved at any time by a majority of voting members thereof in good standing. Upon the dissolution of this Association, any funds remaining on hand shall be distributed to the members in accordance with applicable sections of the California Nonprofit Mutual Benefit Corporation Law.