The name of the Corporation is Organization of Bar Investigators, NFP.


Section 1. Generally.

(a) Establish a professional organization for investigators who participate in the regulation of the legal profession;

(b) Provide, promote, and participate in educational seminars that increase the knowledge and efficiency of investigators, while also encouraging professional growth and development; 

(c) Present a forum for investigators from disciplinary authorities that effectuates the exchange of information and ideas;

(d) Gather and disseminate information regarding improved administrative and technical practices;

(e) Provide mutual assistance with gathering evidence, locating witnesses, and interviewing outside a home state;

(f) Any purpose consistent with the above that is proper for an exclusively educational and charitable organization.

Section 2. Not-for-Profit.
The Corporation is not organized, nor will it be operated, for pecuniary profit, and shall not declare or make dividends or other financial distributions to corporate members, Directors or Officers, or other private persons.  However, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof.


The Corporation's registered corporate office shall be in the State of Illinois.  Executive headquarters and business offices may be established in such city or cities of the United States and elsewhere as the Board of Directors ("Board") may, from time to time, determine.


Section 1. Active Members.
Investigators eligible to be an Active Member must be either: 

(a) An investigator for an integrated bar or a voluntary bar association, including state, county, and local bars, or bar associations;

(b) An investigator for a committee or board of such bar or bar association;

(c) An investigator of a national, regional, state, county, or local agency whose primary duties involve investigating attorney disciplinary matters, matters related to lawyer ethics, or the unauthorized practice of law; or

(d) An individual who otherwise meets the requirements of subsection (a), (b), or (c) above, but whose job title is other than investigator. 

Each such integrated bar, bar association, or national, regional, state, county or local agency for which a member acts or serves shall hereinafter be referred to as a "Disciplinary Authority."  Active Members shall possess all rights and privileges associated with unabridged membership, which is not limited by statute, the Articles of Incorporation, or these Bylaws, that includes, but is not limited to, remaining eligible to hold any Corporation office and vote.  Active Members shall pay annual membership fees as set by the Board. 

Section 2. Associate Members.
Any investigator employed by a governmental or quasi-government entity whose primary purpose involves the public good shall be eligible to be an Associate Member.  Associate Members shall have the rights and privileges of Active Members, except as limited by:

(a) Remaining ineligible to serve as a Director, Officer, NOBC Liaison, or Committee Chair;

(b) Remaining ineligible to vote; and,

(c) Any other limitation imposed by these Bylaws or the Board. 

Associate Members shall pay annual membership fees as set by the Board.  

Section 3. Former Active Members
Any investigator who previously held a membership pursuant to Section 1 of this Article shall be eligible to be a Former Active Member.  Former Active Members shall have the rights and privileges of Active Members, except as limited by:

(a) Remaining ineligible to serve as a Director, Officer, NOBC Liaison, or Committee Chair; 

(b) Remaining ineligible to vote; and,

(c) Any other limitation imposed by these Bylaws or the Board.

Former Active Members shall pay annual membership fees as set by the Board. 

Section 4. Distinguished Members
Distinguished Members are individuals who have substantially contributed to the improvement and advancement of the Corporation beyond any reasonable expectation.  The requirements and privileges of attaining Distinguished Membership include: 

(a) An individual nominated by the Membership Committee, and receiving a majority vote of approval by the Board, shall be deemed a Distinguished Member of life;

(b) No more than two (2) individuals shall be eligible for Distinguished Membership annually;

(c) Distinguished Members shall have the rights and privileges of Active Membership, except as limited by:

(1) Remaining ineligible to serve as a Director, Officer, NOBC Liaison, or Committee Chair;

(2) Remaining ineligible to vote; and,

(3) Any other limitation imposed by these Bylaws or the Board.

(d) Distinguished Members shall remain exempt except from paying any fees or dues.

Section 5. Disciplinary Counsel
Any licensed attorney who is a Member of the National Organization of Bar Counsel ("NOBC"), as definded within the NOBC's bylaws, shall be eligible for Disciplinary Counsel Membership.  Disciplinary Counsel Members shall have the rights and privileges of Active Members, except as limited by: 

(a) Remaining ineligible to serve as a Director, Officer, NOBC Liaison, or Committee Chair; 

(b) Remaining ineligible to vote; and,

(c) Any other limitation imposed by these Bylaws or the Board.

Disciplinary Counsel Members shall pay annual membership fees as set by the Board. 

Section 6. Membership Year.
The membership year shall begin April 1 and run consecutively through March 31 of the following year.  An initial membership may commence anytime and will also run consecutively through March 31 of the following year. 

Section 7. Voting.
Only Active Members shall have the right to vote.

Section 8. Membership List.
The Secretary shall maintain a Master Membership Roll that includes the names and contact information of all members, as defined in this Article, and their respective Disciplinary Authorities or employer.

Section 9. Membership Limitations.
Individuals shall only be authorized to maintain membership affiliation via one (1) of the authorized membership categories, with the exception of a Distinguished Member, who may maintain dual membership.  Dual membership shall not diminish any rights afforded to an Active Member.


Section 1. Annual Meetings.
The Corporation shall have an Annual Meeting at a time and place, and with a meeting registration fee, determined by the Board.  The Secretary of the Corporation shall be required to provide a notice detailing the time, place, and meeting registration fee for the Annual Meeting to each member at least thirty (30) calendar days prior to the Annual Meeting.

Section 2. Special Meetings.
Upon concurrence of two-thirds of the Directors, the Board may call a Special Meeting of the membership by directing the Secretary to provide a notice to all members at least fourteen (14) calendar days in advance of such Special Meeting.  The notice should, at a minimum, provide (a) the time and place of such meeting, (b) the purpose of such meeting, and (c) the subjects to be considered.

Section 3. Quorum.
The presence of at least one-third of the members registered to attend any meeting of the Corporation shall constitute a quorum for any business conducted during the meeting.

Section 4. Closed Access to Meetings.
The business and administrative meetings of the Corporation shall be open.  However, the Corporation may close business meetings if receiving or discussing advice of legal counsel or engaging in contract discussions.  The educational sessions or meetings shall be closed except to those persons who have registered and paid the appropriate fees.  Nothing in this section attempts to displace any requirements imposed by open meeting statutes. 

Section 5. Parliamentary Procedure.
Robert's Rules of Order shall govern the conduct of business during Corporation meetings.

Section 6. Meeting Agenda.
An Agenda listing all policy matters for consideration during the business portion of each regularly scheduled meeting of the Corporation shall be prepared and posted on the Corporation's website at least thirty (30) calendar days before such meeting.  However, a three-fourths vote of the registered members for a business meeting may amend the agenda.


Section 1. Annual Membership Fees.
Annual membership fees shall be paid as determined by the Board, and published in the budget for each fiscal year.  Annual membership fees shall be due and payable by March 31 of each year.  However, in the case of an individual whose initial membership commences anytime thereafter, the Treasurer shall pro rate said membership fee for that initial membership year to the nearest month, which shall be due immediately. 

Section 2. Determination of Annual membership Fees.
The Board shall determine membership fees annually.  The Board may waive the annual membership fee, or impose a lesser annual membership fee, for members of Disciplinary Authorities wherein one member has paid the full annual membership fee.  The manner in which the Board may exercise its authority on this waiver shall be published in the Corporation's fiscal policies.

Section 3. Termination and Reinstatement of Membership.
Any member who remains in arrears for payment of annual membership fees for two months shall cease to be a member of the Corporation.  The Secretary shall annotate in the Membership Roll the removal of any member removed, and promptly send notification of such action to that individual.  Resuming membership may be accomplished upon remitting full delinquent payment of the membership fee.

Section 4. Other Receipts.
The Board is authorized and empowered on behalf of the Corporation to receive, by devise, bequest, donation, otherwise, either real or personal property; to hold the same absolutely or in trust; to invest, reinvest, and manage the same; and, to apply said property and the income arising therefrom toward the purpose of the Corporation.

Section 5. Fiscal Year.
The fiscal year of the Corporation shall coincide with the calendar year, and commence on January 1 of each year.


Section 1. Officers.
The officers of the Corporation shall be the President, the Vice-President, the Secretary, and the Treasurer.  Each officer shall possess one vote when deciding matters, except in the event of a tie vote, in which case the President shall cast the deciding vote.

Section 2. Duties.
The duties of the officers shall pertain to the offices they hold, in addition to any other duties imposed by the Board, statute, the Articles of Incorporation, or as prescribed within these Bylaws.  The President of the Corporation shall serve as the Chair of the Board of Directors ("Chair"), and shall preside at all meetings of the Corporation and the Board.  The President, or appointed designee, shall be the official spokesperson for the Corporation.

Section 3. Term.
Corporation Officers shall assume office on January 1, of the year subsequent to being elected, and shall remain in office until December 31 of the following year, thus serving two year terms.  Elected officers may succeed themselves in office, except as prevented by the operation of these Bylaws.

Section 4. Succession.

(a) President.
In the event of a vacancy affecting the Office of the President, the Vice-President shall assume the Presidency.

(b) All Other Officers.
In the event of a vacancy in any other Officer's position, the President shall appoint a successor who will serve until the next election results are final. 

Section 5. Election of Officers.

(a) President, Vice-President, Secretary, and Treasurer.
The Election Committee shall submit to the Secretary, at least two (2) months prior to the Annual Meeting, the names of willing candidates for President, Vice-President, Secretary, and Treasurer.

(b) Nominations by Membership.
In addition to the candidates provided by the Elections Committee, any member may nominate eligible members who are willing to be added as candidates for the offices of President, Vice-President, Secretary, and Treasurer by a motion duly made and seconded at the Annual Meeting. 

(c) Notice to Membership.
The Secretary shall cause a notice containing the names of all candidates submitted by the Elections Committee to be mailed, faxed, or distributed by electronic transmission, including being posted on the Corporation's website, to all members at least thirty (30) calendar days prior to the Annual Meeting.

(d) Votes; Proxy Votes; Form of Votes; Order of Election.

(1) Votes.
Every Active Member in good standing shall be authorized to cast one vote. 

(2) Proxy Votes.
Proxy votes of Active Members in good standing are permitted, but, at a minimum, must be on a form provided by the Secretary that includes:

(i) Identifying the office to which the proxy relates;

(ii) Identifying the member to whom the proxy is issued;

(iii) Identifying the name and jurisdiction of the member issuing the proxy;

(iv) Possessing the original signature of the member issuing the proxy, which attests that the member will not be present during the business meeting and the member is incapable of voting electronically; and,

(v) Lodged with the Secretary, preferably prior to the state of the business meeting, but in no event later than the call of the vote.

After a member tenders a proxy, the Secretary shall determine the authenticity of the proxy, and if authenticated, note the fact of the proxy in the minutes of the meeting.  The Secretary shall report the number of proxies authenticated to the presiding officer prior to the call of the vote. 

(3) Form of Vote.
Voting by ballot, electronic election, or proxy is authorized. 

(4) Order of Elections
Election of officers shall be in the order of President, Vice-President, Secretary, Treasurer, and At-Large Director(s). 

(e) Majority Required.

The candidate receiving the majority of votes cast is deemed the successor to the office to which elected.  In the event of a tie, a subsequent election shall be held within three (3) business days for the contested position only.


Section 1. General.
Except for those matters expressly reserved to the members by statute, the Articles of Incorporation, or these Bylaws, the business and affairs of the Corporation shall be managed by the Board of Directors ("Board") who are elected by the Active Members in the manner provided by this Article.  The Board may, at any business meeting, submit unresolved or controversial questions to the voting membership.

Section 2. Constituency, Term, and Election.

(a) Constituency.
The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, Immediate Past-President, and two At-Large Directors, each of whom must be an Active Member of the Corporation.

(b) Term.

(1) Officers.
An officer's term as Director shall coincide with the officer's term for such office.

(2) Immediate Past President.
The Immediate Past President's term as Director shall commence upon termination of the person's term in office as President, and shall continue until the end of the term of the current President. If the Immediate Past President vacates this position for any reason, it shall remain vacant until the election of a new President.

(3) At-Large Director(s).
The At-Large Director(s) shall be elected for a two-year term with the terms staggered by alternative years. Nomination and election of At-Large Director(s) shall be conducted in the same manner as for nomination and election of officers. If a vacancy exists in this position, the Chair shall appoint someone to fill the remainder of the term.

(c) Term Limits.
There shall be no term limits.

Section 3. Voting.
Each Board member shall have one vote and, unless otherwise required by statute, the Articles of Incorporation, or these Bylaws, the vote of a majority of the Board Members present at any meeting at which a quorum is present shall constitute the action of the Board.

Section 4. Quorum.
The presence of a fifty percent (50%) or more of the Board Members shall constitute a quorum.

Section 5. Meetings.
The Board shall convene at the Annual Meeting of the Corporation and on at least one other occasion each year to be determined by the Chair. In addition, the Chair may call special meetings of the Board at any time, which Board members may attend in person, via telephone conference, or other electronic mediums that facilitate immediate interaction and communication with other participants.

Section 6. Powers and Duties.
Notwithstanding duties imposed by statute, the Articles of Incorporation, or elsewhere in these Bylaws, the Board shall (a) manage and administer the Corporation, (b) adopt written policies respecting authorized expenditures, and (c) have the power to allocate Corporation funds to further the Corporation's purposes. The written financial policies of the Corporation shall be general, and are not intended to detail or limit the payment of day-to-day operating expenses of the Corporation.


Section 1. Authorization and Selection.
The Corporation is hereby authorized to designate one of its Active Members as the Corporation's liaison to the National Organization of Bar Counsel ("NOBC"). The Chair, with the concurrence of a majority of the Board, shall possess the power to appoint the NOBC Liaison.

Section 2. Term.
The NOBC Liaison shall serve at-will of the Chair, or until such time as the liaison ceases to be an Active Member or resign from the position.


In the event a Director or Officer is unable to effectively perform the ordinary and necessary functions associated with that position, as determined by a three-fourths or greater majority of the Board, said Director or Officer, shall be removed from office. The individual deemed incapacitated shall be notified by the Chair, or if the Chair is deemed incapacitated, by the Vice-President, that said individual has been removed from office. The vacancy shall thereafter be filled as set forth in these Bylaws.


Section 1. Vote.
Whenever, in the judgment of the Board, any question shall arise that should be put to a vote of the membership, and the Board deems it inexpedient to call a Special Meeting for such purpose, the Board may — unless otherwise required by statute, the Articles of Incorporation, or these Bylaws - submit such matter by mail, electronic mail, facsimile, or posting on the Corporation's Website, for vote and decision. The question(s) presented shall be determined according to a majority (or a higher-percentage if required by statute, the Articles of Incorporation, or these Bylaws) of the votes received within seven (7) calendar days after such submission for vote.

Section 2. Notice.
Unless otherwise required by statute or the Articles of Incorporation, any reference contained in these Bylaws to mailing of information to the membership shall be satisfied by utilizing the U.S. Postal Service, electronic mail, facsimile, posting to the Corporation's website, or any other electronic means that is calculated to give effective, timely, and inexpensive notice of information to the membership.


Section 1. In General.
The President shall have power to (a ) appoint any committee that may be necessary and proper for conducting Corporation business, (b) to fill any committee Chair vacancy, and (c) appoint members.  Furthermore, nothing in this Article limits the authority of any Corporation Officer or Director with regards to exercising his/her official duties. 

Section 2. Standing Committees.
The newly elected President shall make appointments to the standing committees as soon as practical upon assuming office. However, current appointees of standing committees shall continue in such capacity until the newly elected President makes appointments as provided herein. The following standing committees are hereby created:

(a) Membership Committee;

(b) Elections Committee;

(c) Planning and Program Committee;

(d) Website and Publications Committee; and,

(e) Finance Committee.

Section 3. Committee Chair: Committee Membership.

(a) Committee Chair.
The President shall appoint Committee Chairs, who shall serve at-will of the President, in accordance with these Bylaws. Committee Chairs shall be responsible for committee activities and selecting committee membership. Eligible members remain prohibited from serving as a Committee Chair for more than one committee. The applicable Committee Chair shall be responsible for appointing interested eligible members to a committee.

(b) Committee Membership.

(i) Committee membership is limited to ten (10) eligible members per committee, unless the President grants a waiver based upon articulated necessity. 

(ii) Committee membership is limited to two (2) Standing Committees per member simultaneously, unless otherwise provided for this in Article.

Section 4. Committee's Defined.

(a) Membership Committee.
Any member may serve on the Membership Committee. This committee shall - with cooperation and input from the Secretary - approve the application of all prospective Corporation members, and remain responsible for all recruitment and similar ancillary duties. However, nothing in subsection (a) limits the Secretary's authority with regards to exercising his/her official duties as a Corporation Officer.

(b) Elections Committee.
Only Active Members shall serve on the Elections Committee. This committee shall perform those necessary functions associated with the election of officers and Board as provided in these Bylaws.

(c) Planning and Program Committee.
Any member may serve on the Planning and Program Committee. This committee shall assist the Board with developing strategic plans and matters relating to the administration of the Corporation. Additionally, this committee shall prepare agendas and organize activities for Corporation meetings. The committee should utilize a flexible long-range plan insofar as practicable. The committee's semi-annual report to the membership should include a list of proposed program topics for the next annual meeting, which are subject to change as circumstances may require.

(d) Website and Publications Committee.
Any member may serve on the Website and Publications Committee. This committee shall organize and coordinate all aspects of publicizing surveys, reports, guidelines, publications, and other materials, in addition to managing the Corporation's website.

(e) Finance Committee.
Any member may serve on the Finance Committee. This committee shall — with cooperation and input from the Treasurer - receive requests for funding, recommend an annual budget, submit the annual budget to the Board, and administer the Corporation's financial policies as the Board may delegate. Finance Committee Members are prohibited from serving on any other committee. Furthermore, nothing in subsection (c) limits the Treasurer's authority with regards to exercising his/her official duties as a Corporation Officer.


The Corporation shall, to the extent legally permissible, indemnify each of its Directors and Officers (including, but not limited to, persons who serve at the Corporation's request, such as Directors, Officers, committee chairs, or trustees of another organization, or in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Director or Officer may be involved or with which the Director or Officer may be threatened, while in office or thereafter, by reason of being or having been such a Director or Officer, except with respect to any matter as to which the Director or Officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the Director's or Officer's action was in the best interest of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such Director or Officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the Corporation, after notice that it involves such indemnification; (a) by a disinterested majority of the Directors and Officers then in office; or (b) by a majority of the disinterested Directors and Officers then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the Corporation. Expenses, including counsel fees, reasonably incurred by any Director or Officer in connection with the defense or disposition of any such action, suit or other proceeding shall be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such Director or Officer to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized under this section—If in an action, suit, or proceeding brought by or in-the right of the Corporation, a Director or Officer of the Corporation is held not liable for monetary damages that Director or Officer shall be deemed to have met the standard of conduct set forth above and to be entitled to indemnification for expenses reasonably incurred in the defense of such action,  suit or proceeding. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director or Officer may be entitled. As used in this section, the terms "Director" and "Officer" include the relevant individual's heirs, executors and administrators, and an "interested" Director or Officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this section shall affect any rights to indemnification to which corporate personnel other than Directors and Officers may be entitled by contract or otherwise under law.


Section 1. Representation.
No member of the Corporation shall express as policy of the Corporation matters that have not been determined by action or resolutions voted upon by the membership or Board. 

Section 2. Personal Views of Members.
Any member who, when making a public utterance, permits himself or herself to be identified as an Officer, Director, or any member of the Corporation, shall clearly identify, as personal or otherwise, any views at variance with Corporation policy known by that member.


The Corporation may possess an insignia or corporate seal of such design as the Board may adopt.


Section 1. In General.
The Board shall authorize publications that, in the judgment of the Board, are consistent with the purposes of the Corporation.

Section 2. Copyright. The Corporation shall own the copyright for the original, and any renewal term thereof, of any writing of an author whose work is published by the Corporation.

Section 3. Subscriptions. Publications of the Corporation shall be made available to all members whose annual membership fee is not in arrears. The Board shall fix subscription rates for the Corporation's periodical and non-periodical publications.


Section 1. Petition for Amendment.

(a) Petition of Membership.
Five or more Active Members of the Corporation may petition for amendment of these Bylaws. Any petition of the membership, and the reasons therefore, shall be submitted in writing to the Secretary.

(b) Board of Directors.
The Board may propose amending these Bylaws by a majority vote of the Board.

Section 2. Consideration by the Board of Directors.
The Board shall consider each petition for amendment, and provide a recommendation, as determined by a majority of the Board, concerning each petition to the membership.

Section 3. Notice to Membership; Waiver.
A copy of the proposed amendments to the bylaws shall be posted on the Corporation's website at least thirty (30) days before the meeting at which the amendments are presented for ratification by the membership. This requirement may be waived upon approval of three fourths of the members present at the time of a motion to waive the thirty (30) day advance posting requirement, thereby permitting presentation of amendments to the membership for ratification in accordance with Section 4 of this Article.

Section 4. Ratification by Membership.
If the petition receives the vote of the majority of the Board of Directors, it shall be presented to the membership for ratification. A majority of the votes cast by the membership shall be required for approval of the petition.


Section 1. Amendment by the Board.
Upon a two-thirds majority vote of the Board, a proposed amendment to the Articles of Incorporation shall be presented to the membership for a minimum of 14 calendar days, after which the Board shall vote on the proposed amendment. Passage of the amendment shall require a two-thirds majority vote of the Board.

Section 2. Resolution.
Upon written request of five or more Active Members of the Corporation, the Board may thereafter adopt a resolution setting forth the proposed amendment to the Articles of Incorporation.

Section 3. Notice.
The Secretary shall mail a notice setting forth the proposed amendment, or a summary of the change to be effected thereby, to each member within the time and in the manner provided in these Bylaws.

Section 4. Adoption.
The proposed amendment, as stated in the Resolution of the Board of Directors, shall be submitted to the membership at the Annual or Special Meeting of the Corporation. An affirmative vote of at least two-thirds of the total Active Members is required to approve the amendment.


The name of the Corporation may not be used in any way that is not approved by the Board.


Upon the dissolution of the Corporation, the Board shall, after paying or making provisions for the payment of all the liabilities of the Corporation, distribute all assets of the Corporation exclusively to such organization(s) organized and operated exclusively for charitable and educational purposes. The organization(s) shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board may determine.


Section 1. Severability.
If any segment of these Bylaws is invalidated for any reason whatsoever, the remaining provisions shall remain binding, valid, and enforceable. Furthermore, adjudication that only a portion of a segment is invalid or unenforceable protects the surviving portion(s) as valid and enforceable by only restraining the invalidated fragment.

Section 2. Headings.
Article headings are only for reference convenience, and shall in no way define, limit, or prescribe the scope or intent of any Article.

Section 3. Non-Discriminatory Policy.
The Corporation neither condones, supports, nor engages in discriminatory conduct.

Organization of Bar Investigators
PO Box A3905
Chicago, IL 60690-3905

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