NAME AND OBJECT

Section 1. NAME. This organization shall be known as the Minnesota Chapter of the International Association of Arson Investigators (IAAI) and is hereinafter referred to as the Chapter.

The name of the Chapter shall not be used publicly by any member without the express permission of the Board of Directors. This shall not restrict the officers or appointees or agents of the Chapter in the use of the name to carry out the purposes of the Chapter.

Section 2. OBJECT. The objectives and purposes of the Chapter shall be:

1.To unite for mutual benefit those public officials and private persons

engaged in the control of arson and kindred crimes.

2. To provide for exchange of technical information and developments.

3. To cooperate with other law enforcement agencies and associations to

further fire prevention and the suppression of crime.

4. To encourage high professional standards of conduct among fire

investigators and to continually strive to eliminate all factors which interfere

with the administration of crime suppression.

5. To foster greater professional competence in the investigative techniques

and recognition of the crime of arson.

The Chapter shall not be operated for purpose of profit.

Section 3. PROFESSIONAL CONDUCT. All members of the Chapter shall comply with the Code of Ethics of the International Association of Arson Investigators.

ARTICLE II

Section 1. ACTIVE MEMBERSHIP. Any representative of government or of a governmental agency and any representative of a business or industrial concern who is actively engaged in some phase of the suppression of arson at the time he/she makes application shall be eligible for active membership upon application, provided such person possesses the other qualifications for membership at the discretion of the Membership Committee and provided such person is a member in good standing of the International Association of Arson Investigators (hereinafter known as IAAI) at the time he/she makes application. Applications of persons denied membership for reason of lack of eligibility shall be placed before the Board of Directors (hereinafter referred to as the "Board") for final determination at the next regularly called meeting of the Board.

Section 2. APPLICATION. Application for membership shall be made to the Membership Committee of the Chapter upon recommendation of a member in good standing in the Chapter. Admission shall be voted on by the membership, four (4) negative votes shall void the application.

Section 3. ASSOCIATE MEMBERSHIP. Persons not qualified for active membership may become associate members, after determination of their qualifications by the Membership Committee. Associate members shall have the privileges of an active member except voting and holding office. The Chapter may, by a majority vote of active members present, exclude associate members from any particular business meeting.

Section 4. SUSTAINING MEMBERSHIP. Individuals or organizations interested in carrying out the purposes of the Chapter shall be granted sustaining membership upon contributions of not less than two hundred and fifty ($250) dollars annually and acceptance by the Board.

Section 5. HONORARY LIFE MEMBERSHIP. Honorary Life Membership shall include all charter members and those individuals nominated by the Awards Committee and approved by majority vote of the Board of the Chapter based on the following guidelines:

The Board may bestow Honorary Life Membership upon any qualified member of the Chapter who has met one of the following minimum requirements:

1. Individuals who became active members prior to March 14, 1975 are charter

members.

2. The individual must be or have been an active member of the Chapter for

ten (10) years.

3. The individual must have rendered distinctive service to the Chapter through participation on committees, and/or service as an officer or member of the

Board for a minimum of five (5) years.

Honorary Life Membership is to recognize outstanding contributions of those active members meeting the above minimum requirements. A honorary life member shall have all the rights and privileges of an active member without the payment of dues. Nominations for Honorary Life Membership shall be made to the Awards Committee chairperson at least sixty days prior to the annual meeting. The Awards Committee shall make recommendations to the Board as to recipients of this Honorary Life Membership. No more than two (2) nominations for such membership may be approved by the Board in any one year.

Section 6. PERSONAL QUALIFICATIONS. Prior to voting upon each application for active, associate and sustaining member, the Membership Committee shall give due consideration to the following, among other qualifications it deems applicable, to wit: (1) the personal character and reputation of the applicant, (2) the nature, character and reputation of the applicant's business, (3) the character and reputation

of the applicant's employer and associates and (4) the general nature, character and reputation of the principal business of the applicant's employer and associates. No person shall be eligible for any class of membership if he/she has been a member, or is presently a member, or becomes a member of a subversive organization or of any organization whose objectives and operations are inconsistent with the purposes of the Chapter.

Section 7. TERMINATION. The Board may censure any member or may terminate the membership of any member in the event (1) such member falsified his application or made any misrepresentation therein, or (2) such member has conducted himself/herself in such a manner as is prejudicial to the good name or best interests of the Chapter, or (3) such member has exhibited traits of character or conduct inconsistent with the qualifications for membership in the Chapter. In cases subject to Section 8b (IAAI), the Board shall provide such member with a hearing, due notice, and an opportunity to be heard. A majority of the Board present in a duly constituted meeting shall be sufficient to cause censure or termination of membership for any reason specified in Section 8b (IAAI).

Section 8. REINSTATEMENTS. Any former member may be reinstated in the Chapter in the discretion of and by the consent of a majority of the board, provided however, that if such former member shall have been in arrears in the payment of dues or other financial obligation to the Chapter at the time of his/her separation, he/she shall be required to pay the Chapter all such arrears as a condition to his reinstatement unless the Board by majority vote and for good cause shall waive the payment thereof.

Section 1. OFFICERS. The officers of the Chapter shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer.

Section 2. TERMS OF OFFICE. Each officer shall hold office from the time of election for a period of two years. The President, Second Vice President and Secretary shall be elected in odd numbered years. The First Vice President and Treasurer shall be elected in even numbered years.

Section 3. BOARD OF DIRECTORS. The officers and four members shall constitute the Board of Directors. Three such members shall be elected by the membership and one member shall be appointed by the President, such positions shall be for a three year term on a staggered basis. The Minnesota State Fire Marshal and the immediate past President shall be ex-officio members of the Board of Directors.

 Section 4. VACANCIES. In the event of a vacancy occurring on the Board between annual meetings, the vacancy or vacancies shall be filled by the President, in the category the vacancy occurred. Such newly appointed member or members of the board shall hold office only until the next annual meeting.

Section 6. NOMINATING COMMITTEE. Prior to the annual meeting the President shall appoint a nominating committee which shall submit to the membership at the annual meeting a list of nominees to fill expiring terms on the Board. At the time of the election, the floor shall be open for the purpose of additional nominations.

Nothing in this Section shall preclude any member or group of members from placing in nomination in any appropriate way, to be voted upon at the annual meeting of the Chapter, any person or persons whom such member or group of members might see fit to nominate for election as a member of the Board of the Chapter.

GOVERNMENT

Section 1. BOARD OF DIRECTORS. The government of the Chapter shall be vested in the Board. Five members of the Board shall constitute a quorum.

Section 2. DUTIES AND POWERS. The Board shall have full power to initiate and transact all kinds of business necessary to the existence of the Chapter and the observance of it's purposes. The Board shall determine the date and location of the annual meeting and shall outline the program of activities during such meeting. They shall have general powers to direct, control and supervise the affairs of the Chapter.

Section 3. PRESIDENT. The President shall be the Chief Executive Officer of the Chapter, and it shall be his/her responsibility to supervise and coordinate the activities of the Chapter and to preside at meetings of the Chapter and of the Board. He/she shall appoint appropriate committees for the conduct of the activities of the Chapter and shall require reports at each annual meeting, and as otherwise desired, from the committees so appointed and from the officers of the Chapter.

Section 4. FIRST VICE PRESIDENT. In the absence of the President, the First Vice President shall be the Chief Executive Officer and shall act as such. He/she shall also act as Chair of the Membership Committee.

Section 5. SECOND VICE PRESIDENT. In the absence of the President and First Vice President, the Second Vice President shall perform the duties of the President. He/she shall also act as Chair of the Finance Committee which is composed of the Board.

Section 6. SECRETARY. The Secretary shall keep the records and minutes of the Chapter and shall maintain currently the roll of members, the constitution and all other documents of value. It shall be his/her duty to receive and acknowledge all communications of the Chapter addressed to him/her or that may be submitted to him/her by officers of the Chapter and perform such duties as assigned by the President.

Section 7. TREASURER. The Treasurer shall be custodian and sole depositor of the funds of the Chapter, shall disburse such funds by check as herein authorized or upon approval of the Board for purposes which promote the welfare and objectives of the Chapter. He/she shall render a complete summary of all income, disbursements and balances whenever requested by the Board and to the members at each regular meeting. A written copy of this report shall be made available to any member on request.

He/she shall furnish bond to the Chapter in the form and amount as designated by the Board, the cost thereof to be paid by the Chapter.

Section 8. EX-OFFICIO BOARD MEMBERS. All ex-officio members of the Board shall have the privilege of attending and participating in all meetings of the Board, but shall not have voting power in such meetings.

Section 9. EXECUTIVE DIRECTOR. The Board of Directors may, by two-thirds majority vote, appoint an individual or firm to act as Administrator of the Chapter. The administrator shall have the title of Executive Director. The rate of compensation for the Administrator of the Chapter shall be determined by the Board of Directors. The duties and responsibilities of the Executive Director shall be determined by the Board of Directors.

Section 10. LEGAL COUNSEL. The Board of Directors may, by two-thirds majority vote, appoint an individual or firm to serve as legal counsel to the Chapter. The rate of compensation for the appointed legal counsel of the Chapter shall be determined by the Board of Directors. The duties and responsibilities of the legal counsel shall be determined by the Board of Directors.

Section 11. COMPENSATION. Members of the Board of Directors, as such, shall not receive any salary for their services.

MEETINGS

Section 1. MEETINGS. The Chapter shall meet quarterly. The first quarterly meeting of the year shall be designated as the annual meeting. The date, time and location of the annual meeting shall be determined during the December quarterly meeting or as otherwise designated in writing at least fifteen (15) days prior to such meeting. The quarterly meetings of June, September and December shall be held on the second Wednesday of those months at a time and location determined by the Board.

Section 2. SPECIAL. Special meetings may be called by order of the Board at such place and time fixed by the Board, giving due notice thereof to all members at least fifteen (15) days in advance.

Section 3. BOARD OF DIRECTORS. The Board shall meet at any time or place upon call of the President or of any five (5) members of the Board.

FINANCE

Section 1. FEES AND DUES. Dues for active and associate membership in this Chapter shall be fixed by majority vote of the members at the annual meeting for the ensuing year. The membership year is January 1 through December 31, yearly. Dues shall be payable in a manner prescribed by the Treasurer and Membership Committee. Prospective members shall submit dues with application for membership which, upon admission, will pay his/her dues through December 31 following approval of his/her application.

Failure to pay membership dues within ninety (90) days of the due date may forfeit membership in the Chapter. Reinstatements are conditioned on approval by the Board and payment of all arrears. There shall be no other fees or assessments except as provided by amendment of these Articles.

Section 2. AUDIT. The Finance Committee shall make, or cause to be made, an audit of the accounts of the Treasurer to be updated at the annual meeting and shall verify all assets and liabilities of the Chapter.

Section 1. REGULATION. The Chapter shall conform to the Constitution and By-laws of the IAAI, including the Section Called "Regulation Governing Regional Chapters of the IAAI".

AMENDMENT

Section 1. REQUIREMENTS. This Constitution and By-laws may be amended at any regular or special meeting of the Chapter by a vote of two-thirds of the active members present. Any proposed amendment shall be distributed to all members in a method designated by the board at least 30 days prior to such meeting.

The Constitution and By-laws as amended become effective March 21, 2001.