Article I

This organization shall be known as the Georgia Internal Affairs Investigator’s Association and is herein after referred to as the “Association”.

Section 1: The purpose of the Georgia Internal Affairs Investigator’s Association shall be:

To develop and establish uniform professional standards of performance and integrity for internal affairs investigators.
To provide training that brings about professional growth and development of the membership.
To present a forum for discussion of common problems and current court decisions.
To gather and disseminate information regarding improved administrative and technical practices.
To assist law enforcement agencies with the continued development of Internal Affairs Units.
To foster law enforcement cooperation and the exchange of information and experience through networking among Internal Affairs Investigators throughout the state of Georgia. 

The above notwithstanding, all operations of the Association shall be conducted within the meaning and requirements of section 501 © (4) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United Stated Internal Revenue Law, Herein After Referred to as the “Code”. The Association shall not be limited in its actions other than by Code section 501 © (4) and the laws of the State of Georgia with regard to non-profit Associations.

Article II

Membership

Section 1: Membership in the Association shall consist of three categories: Active, Associate, Honorary.

Section 2: Active Membership- Active Members Shall:

Consist of P.O.S.T. certified officer who conduct Internal Affairs Investigations and/or provide direct review of the investigations.
Be employed by a municipal, county or state law enforcement or public safety agency.
Former active members that are returned from a law enforcement or public safety agency must attend either the Spring or Annual Conference each year following retirement to remain active in the association.
Attend either the Spring Training or Annual Conference offered by the association. Membership is effective from the time that individual attends training until the Spring Training of the following year.

Section 3: Associate Membership- Associate Members shall:

Consist of full-time police attorneys, members of the criminal justice training academies and members of an attorney General’s office or others approved by the board.
Shall not extend to personal engaged in for-hire services such as merchant Patrols, private detectives, security guards and similar services.
Have all the privileges of an active member ship with the exception to being a voting member.

Section 4: Honorary Membership- Honorary Members shall:

Consist of those persons who have contributed to the improvement and advancement of the Association or to the Improvement of ethical standards in law enforcement in support of Internal Affairs Units.
Nomination of persons for Honorary Membership shall be submitted by an Active or Associate Member to the Executive Committee.
The nomination shall include a description of the individual’s contributions for review and approval.
Honorary Membership shall only be awarded by a unanimous vote by the Executive Board.
If a need should arise, the Executive Board will review and have the authority to revoke such membership if the cause is warranted.
Limitation of membership rights: Membership in the Association is an honorary status and does not convey any rights to any Member, except the right to identify themselves as a member and vote at meetings of the Membership. Specifically, Membership does not confer any property rights, licenses, or other tangible rights upon any member or to participate in the management of the Association in any way, except as provided for herein. A member’s sole right is the right to vote on the election of the Board of Directors of the Association. Furthermore, the Association shall not give any tangible item(s) of value to any member in exchange for his Membership, other than some token showing membership.
Membership Lists: Membership Lists of the Corporation shall not be given nor sold to any outside person or organization for commercial purposes. Any request received for such membership lists shall be rejected in writing over the President-CEO’s signature.

Article III

Voting

Section 1: Regardless of the number of Members who come from an agency, there will be only one vote per agency represented at the annual conference for election of officers and any other matters brought before the Executive Board.  Those member departments will be allowed to caucus five minutes prior to voting on a specified issue. An Agency for all purposes hereof shall refer to an official Law Enforcement Agency such as a Sheriff Department, Police Department, Georgia Bureau of Investigations and the Department of Corrections and other law enforcement related entities as may be approved by the Board of Directors.

Article IV

 Elected Officers of the Association

Section 1: The elected Officers of the Association shall consist of a President and Vice-President. Those elected to serve in these offices shall be Active Members of the Association. They shall be elected at the annual conference and shall assume office at the conclusion of the conference.

The following provision applies to those elected to serve in any of those offices:

Must have two (2) years of Internal Affairs Investigations experience regardless of employed agency or agency’s size and in good standing when membership with the G.I.A.I.A. became active. ** Internal Affairs Investigations also includes: Polygraph Examinations for Internal Investigations, Computer Forensic Examinations for Internal Investigations, and Intelligence Experience for Internal Investigations.  
The candidate must be an active executive board member in good standing with a minimum of two current and consecutive years of service on the executive board. (Amended 09-2015).
If a candidate meets the criteria of “1” and “2” above and has moved from an internal Affairs Unit or no longer conducting Internal Investigations due to promotion, reassignment, or retired, that person holding an Executive Office may continue to serve in his or her elected capacity and run for other terms and offices as depicted in Article 4, Section 2.

Section 2: Term of Offices

The term of office for all elected officers shall be a two-year term. Officer may serve in his/her elected position for two (2) consecutive terms. Members are eligible to run for a previously held office after waiting one term. The election of President shall be decided on “odd” number years, (Example: 2019,2021). The election of Vice-President shall be decided on the “even” number years, (Example:2018,2020).

Section 3: Nominations:

Nominations for each office shall be made from the floor with a second and motion to close nominations for each office at the annual conference. A Majority vote decides the winner of each office.

Section 4: Office Vacancy:

If a vacancy occurs in any office other than the President during their term of office, the Executive Committee will recommend and appoint an active member to fulfill the position until the next Annual Conference. Should the President step down or leave office for any reason, then the Vice President would automatically fill that office until the next Annual Conference and a special election held.

Article V

Duties of Elected Officers

Section 1: President- The President shall preside at all meetings of the Association. The president shall:

Be a member of all committees.
Unless otherwise provided for by the constitution, his/her decision shall be final.
His/her decision may be reversed by two thirds (2/3) vote of the membership present at the annual conference.
He/she shall appoint pro-term officers in cases of absentees.
He/she shall have the authority to call a special meeting should occasions and circumstances warrant.
He/she shall notify the Executive Committee of the purpose of the meeting.
He/she will also advise the Executive Committee of the date, time and location of the special called meeting.
Shall select candidates for the roles of Secretary/Treasurer and Chaplain for Presidential Appointment to those roles upon approval of the Executive Board on potential appointments. 

Section 2: Vice President- The Vice-President shall serve as President in cases of Death, resignation, removal, suspension, inability to serve or the absence of the President.

Section 3: Secretary/Treasurer- The Secretary/Treasurer shall:

Collect and be responsible for monies.
Disperse any necessary funds approved by the President or his/her designee.
Prepare and submit monthly and annual financial report made available to the President and Executive Committee.
Maintain all unexpended monies in an Association bank account.
Perform all other duties requested by the President and Executive Committee.
Prepare and maintain a record of the minutes of each Executive Board and Committee meeting and disperse to the executive Board and Committee.
Shall within sixty (60) days from the time of being appointed Secretary/Treasurer and receiving the financial records, have an audit of the Association account.
Shall submit the findings of the audit at the next executive Board and Committee.

Section 4: Chaplain- The Chaplain Shall:

Open and close all Training functions and meetings with Prayer.
Perform other benevolent duties assigned by the President and Executive Committee.
Be responsible for the opening ceremonies of the Spring and Annual conference.

Article VI

 Executive Committee and other Committees

Section 1: Executive Committee- The Executive Committee shall:

Be appointed by the president.
Be an active member.
Serve for a period of one (1) year.
Attend all executive Board and Committee meetings unless prior notification is given.
A retiring President shall be a member of this committee for the year immediately following his/her term of office.
Have the president serve as Chairman of this committee.
Be the governing body who serves as decision makers, regarding all business in the best interest of the Association.

Section 2: Individual Committees served by members of the executive committee:

Training
Gifts & Plaque
Membership
Spring Training and Annual Conference Site
Webmaster/social media
Other Committees as deemed necessary by the President

Section 3: Board and Committee Meetings.

All meetings will be held when needed or requested by the President at a centralized Location.

Article VII

Amendment of the Association Constitution & By-Laws:

In order that the Constitution and By-Laws be amended, the following must occur:

Two-Thirds (2/3) of the membership assembled at the annual conference must vote in favor of the purposed amendment.
Amendments may be proposed either by the Executive Committee or by petition of fifteen (15%) of the membership assembled at the annual conference.

Article VIII

 Association Meetings: The order of business of the Association shall be as follows:

Call the meeting to order
Opening Prayer
Roll Call
Reading and approval of minutes
Secretary/treasurer’s report
President’s report
Committee Reports
Discussion of any unfinished business
Presentation of Awards and Plaques
Election of Officers
Adjournment

Article IX

Donations

The Association is free to accept all donations to the Association unless there are requirements for such donation which are not in keeping with the mission and purposes of the Association and/or which might call the tax-exempt status of the association into question.

Article X


Limitations on Purposes and Actions

The Following provisions shall supersede all other provisions herein whenever there is a conflict between these provisions and any other in these by-laws.

Limitations on Purposes and Actions. Notwithstanding anything in these By-Laws or the Articles of Association to the contrary, the Association, acting by and through its officers, directors and members shall not engage in any activity, either in name of the Association or by Utilizing any funds or property of the Association, which would be in violation of the purpose and/or intent of section 501 © (4) of the Internal Revenue Code of 1986, as amended to date, and including any subsequent amendments thereto or any successor sections thereof, including, but not exclusively, the following prohibitions:

Enter any organization, whether by formation, purchase, or contribution or other form of ownership, whose purpose is pecuniary gain or profit; and
Cause the Association to issue, sale, trade or cause any security (such as shares, participation interests, stocks, bonds, options, warrants or other instrument) for the purpose of transferring any property of this Association for pecuniary profit or gain, except that the Association may sell, pledge or exchange any of the assets of this Association for the sole purpose of acquiring new assets to be used in the furtherance of the purposes of this Association or for the payment of operational expenses; and
To distribute money or property to an individual, Association or other institution in the form of a distribution of profits or dividend, except that the Association may distribute money or property to another organization which qualifies under section 501 © (4) of the Internal Revenue Code of 1986, as amended to date, and including any subsequent amendments thereto or any successor sections thereof, if such other organization is required to use such funds in a manner keeping with the purpose of this Association and such distribution would not cause the loss of the 501 © (4) exemption of this Association, if any, or of the organization receiving the funds; and
To distribute money or property in partial or total liquidation of this Association to any individual, Association or other institution, except that the Association may distribute money or property in partial or total liquidation of this Association to another organization which qualifies under section 501 © (4)  or 501 © (3) of the Internal Revenue Code of 1986, as amended to date, and including any subsequent amendments thereto or any successor sections thereof, if such other organization is required to use such funds in a manner keeping with the purpose of this Association and such distribution would not cause the loss of the 501 © (4) exemption of this Association, if any, or of the organization receiving the funds; and
To utilize the name of the Association, any money, property, facilities, employees, or income of the Association to carry on any activity which is not permitted to be carries on by an organization exempt from federal and/or state income taxation or the corresponding provision of any future United States Internal Revenue Law or State of Georgia Revenue Law.

Dedication of Assets of the Association. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501 © (4) or 501 © (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.

Limitations on salaries and benefits. The Association and the officers are empowered to employ attorneys, real estate brokers, accountants, and other agents and employees, if such employment is deemed necessary for the purpose of the Association and to pay reasonable fees that are ordinarily paid such independent contractors and agents and salaries, wages, together with other fringe benefits or other forms of compensation (housing, transportation and other allowances) paid to or provided to the Association’s employees, Officers and/or Directors as does not exceed a value which is reasonable and commensurate with the duties and working hours associated with such employment and with the compensation ordinarily paid persons with similar positions and duties.

Approved and Ratified by the Board of Directors on the 4th day of December 2021.

Certified by: President Mark A. Adair