WAPI Constitution

THE CONSTITUTION OF THE WORLD ASSOCIATION OF PROFESSIONAL INVESTIGATORS

AMENDED BY THE GOVERNING COUNCIL EGCM HELD JUNE 8 2023

ADOPTED BY THE GOVERNING COUNCIL AND MEMBERS PRESENT AT THE AGM HELD NOVEMBER 22, 2017

First Adopted by the Governing Council at the Inaugural AGM in 2001 Amended by the Governing Council at EGCM September 24, 2020 Amended by the Governing Council at EGCM June 8, 20231. Abbreviations & Meanings: The following Abbreviations in this Document will have the meaning as specified:

• WAPI The World Association of Professional Investigators
• GC The Governing Council
• AGM The Annual General Meeting
• EGCM Extraordinary General Meeting
• C&D Complaints & Discipline

2. The Association Name:

The Name of the Association is:

THE WORLD ASSOCIATION OF PROFESSIONAL INVESTIGATORS

The Association Registered Office is at:

4th Floor, 49 St James Street, London, SW1A 1AH

Tel: +44 203 859 9205 Email: generalsecretary@wapi.org

Website: www.WAPI.org3. The Limited Company:

THE WORLD ASSOCIATION OF PROFESSIONAL INVESTIGATORS LIMITED

UK Company 04049540

Registered Office: 4th Floor, 49 St James Street, London, SW1A 1AH

Incorporated on 9 August 2000

4. The Association Branding:

The Association Logo and Emblem is as below:

5. The Association’s Objectives: The object(s) of the Association are as follows: The World Association of Professional Investigators, WAPI, is a Professional Investigator Body, formed by Professionals, for Professionals, and:

(a) To act as a Trade Association for those engaged in professional investigative services. (b) To promote and uphold the image and status of investigation as an international profession.

(c) To represent the interests of the Members to relevant Authorities and Government Bodies.

(d) To encourage training leading to recognised professional, academic and vocational qualifications.

(e) To keep Members informed of legislative changes and new developments within the Sector.

(f) To protect the public and to ensure the provision of ethical and legally compliant professional services from its Members.

(g) To publish and ensure that its Members abide by a strict WAPI Members Code of Ethics & Professional Conduct. (Annex 5)

(h) To provide a networking facility for Members and the Investigation Profession. (Annex 2)

i) To provide an Association Website for the use of Members and the Public (Annex 3)

(i) To resolve disputes and/or complaints between or regarding Members.

(j) To promote good and cooperative relationships with other investigative Associations.

6. The Governing Council:

a) GC Member Roles:

The Association’s Governing Council (GC) will have a minimum of Five and a maximum of Nine Current Members who are elected or re-elected by the Membership at each AGM to serve a one year term.

b) Voting Rights:

WAPI operate on a Default Voting System. This means that each qualified Full or Fellow Member may cast a vote for or against each Candidate standing for Election to the Governing Council for the following year. In the event that a qualified Member fails to cast a vote, for every qualified WAPI Member, it will be deemed that a Proxy has been given to the General Secretary who will vote with a “YES” Vote for each candidate UNLESS the Member notifies in writing for a “NO” Vote.

In the event of a Yes/No Tie, the Members will be invited to submit Ballot papers at a later date.

Any qualified Member May Vote in person at the AGM provided written notice to attend has been received.

c) The elected GC will elect from their number the following Officers:

Chairman: Will chair all Association Meetings, when present.

Vice Chairman: Will stand-in for the Chairman, if absent.

Treasurer: Who is responsible to ensure the financial affairs of the Association are kept in good order and that annual accounts and a financial report are submitted to the Governing Council for it to place before the Members at the Annual General Meeting.

General Secretary: Who is responsible for the keeping of all books and records of the Association, including the Members’ Register (containing the name and address of every Member and such other contact details as the Member supplies) and the taking of minutes of all Formal Meetings.

d) The elected GC will appoint from their number the following Mandated Responsibilities:

Moderator (of the eGroups)

WAPI-Open-E_Group@yahoogroups.com and Irish-PI-Licensing@yahoogroups.com

Responsible for dealing with all/any Complaint and/or Disciplinary Matters pertaining to the eGroups

Complaints & Discipline Secretary:

Responsible for dealing with all/any Complaint and/or Disciplinary Matters pertaining to Membership

Mentor and Training Secretary:

Responsible for dealing with Mentoring Members as and when requested, provision of advice and guidance in respect of Qualifications and Training Matters

Any other Mandates considered by the GC to be beneficial to the Association and/or its Membership

d) Association Management:

The day-to-day running of the Association is under the control of the Governing Council which consists of:

The Elected/Appointed General Secretary under the directions of the above specified Officers of the Association

There shall be no more than Nine GC Members of the Association, each elected for one year terms

e) Quorum:

A Quorum for a Governing Council or Annual General Meetings is Five

f) Chair of Formal Meetings:

The Members present will elect a Chair for any Meetings whenever the Chairman and/or Vice Chairman is not present.

g) Minutes of Meetings:

Minutes of Annual General and Governing Council Meetings must be taken and made available to all Association Members.

6. Powers & Responsibilities:

The GC has the following powers and responsibilities:

a) Supervision and direction of the day to day running of the Association.

b) The overall responsibility for the policies, operations and standards of the Association EGroups or Forums, which include the appointment of a Moderator to manage the day to day functions, and to deal with any issues arising therefrom.

c) Preparation and presentation to the Annual General Meeting of a written Annual Report on the Association and its activities (annexing the Annual Audited Accounts and the Treasurer’s Financial Report).

d) The Appointment of Sub-Committees as and when determine, whose membership must include at least one Member of the GC, to which it may delegate powers and duties on such terms as the GC thinks fit.

e) Appointment of a GC Member as responsible for Complaints & Discipline including the receiving of complaints, subsequent investigation or negotiation and resolve of all and any complaints concerning a Member, by or from a Member, another Association Member, an Authority, or a Client or any other Party filing a written Complaint in respect of any current Member of the Association.

f) To appoint a GC or other Association Member when deemed appropriate to head a specific Sub-Committee Complaint or Discipline Related Inquiry, OR to be the Arbiter of any Appeal against a Decision of the appointed Complaints & Discipline Officer or a Complaint Sub-Committee.

7. Vacancies on the Governing Council:

a. The GC may appoint a member to fill any vacancy on the GC until the next Annual General Meeting but Members so appointed shall not be entitled to participate in the management of the Association, or to vote at Meetings of the Governing Council.

b. Any member so appointed must retire at the next Annual General Meeting but may Stand for election as a Member of the Governing Council at the Annual General Meeting.

c. Any qualified member wishing to stand for election to the Governing Council, should submit to the General Secretary his/her Bio with a Proposer and Seconder, both must be qualified members. (A member may propose themselves)

d. Qualified mean a paid up full or fellow membership level of the association.

8. Financial Year, Accounts and Auditors:

a. The Association financial year runs to 31 December. An income and expenditure account must be made for that year and the balance sheet struck at that date.

b. An independent audit firm are elected by the Governing Council as Auditors for one year terms and will audit the annual accounts.

9. Re-election and further terms of office:

Members are eligible for re-election for further terms as Members of the Governing Council.

10. Membership:

a) Any person aged 18 or over who satisfies the Membership criteria is eligible to be a Member.

b) An applicant for Membership must submit a signed and dated application form to the General Secretary stating:

i) the Applicant’s name, address and date of birth;

ii) that the Applicant has been given and has read a copy of the WAPI Members Code of Ethics & Professional Conduct, supports the object(s) of the Association and agrees to comply immediately upon admission to Membership;

iii) the Applicant’s consent to the holding of relevant data for the purposes of the Data Protection or equivalent Privacy Legislation.

c) Until an Applicant is approved for Membership, he/she is not entitled to any of the privileges including the Branding or Logo of the Association.

11. Membership Criteria:

Any person who meets the specified criteria may be entitled to apply for Membership subject to any further provisions as specified:

Those who have gained a Sector related or Industry relevant, officially recognised qualification.

Those who have evidence of at least three years investigative experience in Professional Practice.

Those that hold a valid Investigators License (where required) in their home Country/State.

Those who are nominated and elected by the Association’s Governing Council.

12. Membership Levels:

a) There shall be the following levels of Membership.

• Associate Member
• Full Member
• Fellow Member
• Affiliate Member
• Corporate Member
• Honorary Member

b) The various Membership Levels are as specified in the Membership Document – Annex 4.

c) All Membership Applications will require a non-refundable processing fee.

d) The Power to approve Member Applications is vested in GC majority approval.

e) Membership Renewal is on an annual basis

13. Resignation from Membership:

A Member may resign at any time by notice in writing to the General Secretary.

On receiving the notice, the General Secretary will immediately remove that Member from the Members’ Register, which terminates membership.

A Member who has resigned or had Membership annulled will cease to use in any form whatsoever the branding and logo of WAPI with immediate effect.

The resigning Member is not entitled to any return or rebate of subscription and remains liable for any unpaid subscription and any other sums due from him or her to the Association.

14. Complaints and Discipline:

Any member who is in serious or persistent breach of the WAPI Members Code of Ethics & Professional Conduct, or who otherwise acts in a way which in the opinion of the GC is seriously or persistently inappropriate for a member of this Association may be disciplined as set out in the Disciplinary Regulations in Annex 1.

Any Complaint received by the Association as to the conduct or alleged Breach of WAPI Members Code of Ethics & Professional Conduct, will be passed to the appointed Complaints & Disciplinary Secretary on the Governing Council for investigation, and resolution, alternative process or decision.

In the event that a Member having been found Guilty of a Breach of the Ethical rules, wishes to Appeal the decision and/or penalty. Such member may give written Notice of Appeal to the General Secretary who will arrange for a Disciplinary Sub-Committee made up of Governing Council Members (other than Complaints & Disciplinary Officer) to review and determine an outcome.

A Member or Complainant still dissatisfied may at their own expense Appeal to an Independent and agreed (by all Parties) Arbitrator, whose decision will be accepted as Binding.

15. Effect of Resignation, Expulsion or Death:

All rights and interests in the Association and its property cease immediately on termination of Membership by Resignation, expulsion or Death.

16. Annual General Meetings of Members:

An Annual General Meeting of all Members must be held in October each year (or, as soon as possible thereafter) and called by the General Secretary on 14 days’ written Notice to the Members stating the date, time and place of the Meeting, and the business to be conducted.

The business will include:

(i) The presentation and summary explanation by the Treasurer of the Association’s Annual Accounts for the financial year last ended and the proposed Budget for the Association’s current financial year for the approval of the Members (if they so decide);

(ii) Consideration of the GC Members’ Annual Reports;

(iii) Election of GC Members and Auditors

(iv) Such resolutions as are stated in the Notice of the Meeting.

17. Notices:

a) Any notice required or allowed to be given to any Member under the Constitution is validly given

if:

(i) sent by post to that Member’s address in the Member’s Register (in which case it is deemed given to the member 2 days after posting); or

(ii) given to him personally; or (iii) sent by email or fax to that Member’s email address or fax number in the Members’ Register.

b) Any notice required or allowed to be given by any Member to the Secretary under these Rules is validly given if sent by post, email or fax to the Secretary at the postal address, email or fax number most recently notified to Members by the Secretary. It is deemed given when actually received at that address, email or fax number.

18. Resolutions and Voting:

a) Resolutions and other decisions at all Annual General Meetings, Governing Council Meetings, are passed and made if so voted by a majority of those Members present and voting when the vote is taken, provided a Quorum is present.

b) Resolutions and other decisions at all Committee or any Sub-Committee Meetings are passed and made if so voted by a majority of those Members present

c) Voting may at the discretion of the Chair be undertaken by show of hands, by ballot or by show of hands followed by ballot.

d) Proxies are allowed upon written notice by the member to vote by proxy to the Secretary prior to the meeting stating the name of the member to vote on their behalf in the forthcoming meeting.

19. Trustees and Association Property:

a) The Trustees of the Association are deemed to be the current Governing Council Members

b) The Trustees will hold and use the Association’s property in accordance with all lawful directions of the Governing Council.

20. Legal Proceedings:

a) No Trustees, Officers or Members shall be bound to bring or defend any actual or prospective claim or proceedings or incur any actual or prospective liability for legal costs (including to any legal costs that may be payable to another party) unless they are first satisfied that they shall be sufficiently indemnified or otherwise protected against having to pay such costs and any other judgment against them (except as to the extent of one year’s membership subscription) in one or more of the following ways:

(i) indemnity out of the Association’s assets

(ii) personal indemnities from some or all of the members

(iii) legal expenses insurance.

b) Non-payment of sums due to the Association

On a member being given a written notice of demand by the General Secretary for payment of any sum already due from that member to the Association, failure to pay that sum in full within 14 days (or such longer period as may be specified in the notice) is a serious breach of the Rules which may be disciplined in accordance with these Rules save to the extent that there will be no appeal from a decision of the Governing Council unless the Governing Council decides that there are special circumstances making it fair for the member to be able to appeal to an Appeal Committee.

21. Borrowing and Charges:

a) The Governing Council may borrow money if authorised by a resolution of the Members at an AGM and on the terms authorised in that resolution.

b) The Trustees shall make such dispositions of Association property and enter into such agreements as the Governing Council directs for the giving of security for such borrowing.

c) All Members whether or not voting on such resolution, and all Members joining the Association after the passing of such resolution are to be taken to have assented to the resolution as if they had voted in favour.

22. Amendment to the Rules:

These Rules may be amended by a Resolution in an AGM or EGCM passed by strictly more than 75% of the GC Members present and voting when the vote is taken.

23. Dissolution:

a) The Association may be Dissolved by a Resolution passed by strictly more than 75% of the Members present when the vote is taken, provided that at least 50% of all eligible Members have voted in favour of the resolution.

b) The resolution takes effect immediately unless it expressly states that it is to take effect on a specified date not more than 4 weeks later.

c) As soon as the resolution takes effect the Governing Council must pay or otherwise settle all debts and other liabilities of the Association and divide the remaining Association property among the members equally. For these purposes, the Governing Council may decide on the sale or other realisation of Association property as it thinks fit.

24. Headings:

The headings to this Constitution are for ease of reference only and are not to be taken into account in their interpretation.

25. ADOPTED BY THE GOVERNING COUNCIL OF BEHALF OF THE MEMBERS

Adopted this TWENTY-SECOND. day of NOVEMBER 2017 Signed by all Members of the 2017/2018 Governing Council

ANNEX 1 – WAPI COMPLAINTS PROCEDURES

Complaints:

All Members by virtue of their membership have undertaken to comply with the published WAPI Members Code of Ethics & Professional Conduct. Thus, ALL Complaints are solely based upon the WAPI Members Code of Ethics & Professional Conduct as published.

The Ethical Code:

The Association and its Members, Associates and Affiliates shall at all times:

1. Conduct all investigations and allied matters with integrity and within acceptable legal, professional and moral guidelines.
2. Require a client’s undertaking that all information provided by members is for lawful use only.
3. Require that all employees and others assisting in an investigation abide by the WAPI Members Code of Ethics & Professional Conduct.
4. Assist all regulatory and legal authorities when required to do so by law.
5. Practice only in matters for which they are qualified and/or competent.
6. Refer all matters of conflict between members to the Association’s governing body for arbitration, whose decision will be accepted as binding.
7. Not misrepresent or exaggerate the activities and services offered by the profession.
8. At all times protect the good reputation of the members, their clients, the Association and the Profession in general.
9. Deal professionally in all matters with discretion, courtesy and confidentiality within ethical constraints.
10. Not deny any professional services to any client for any reasons of race, colour, religion, sex, handicap, sexual preference or national origin.
11. Comply with the regulatory and legal requirements within their operational jurisdiction.
12. Conduct all investigations and allied matters in full compliance with the GDPR – General Data Protection Regulation.
13. That they hold Professional Investigator Indemnity Insurance OR will do so by their next Renewal date after July 2023 if required to do so.
14. Be fully conversant with, and to remain updated with applicable legislation that appertains to my profession and business.
15. Conduct all Business Matters with integrity and make payment of all properly presented Supplier Bills promptly within agreed or stipulated payment terms, excepting any genuine complaint which should be resolved as quickly as reasonably possible, utilising if necessary the WAPI Members Arbitration facilities.

Class of Complainant:

WAPI will only interdict in respect of the following Complainants:

Non-Member against WAPI Member

WAPI Member against WAPI Member

Procedure:

Any Complaint is to be submitted to C&D GC Member in writing with supporting Evidence

C&D acknowledge receipt in writing

C&D verify that the basis of Complaints falls within the WAPI Members Code of Ethics & Professional Conduct

C&D copy Complaint/Evidence to both Parties and collate Responses Minor Issues can be resolved with C&D Negotiation

More serious Complaints will be assigned to a GC Member (or Appointed Member of WAPI by GC) to investigate

Result of investigations will be submitted as a Report to the GC

The GC will determine the outcome, and C&D will notify the Parties accordingly

Appeals: In the event that a Decision is Appealed, this will be heard by a Committee of 3 GC Members whose Decision will be final.

In a case of non-acceptance of Final Decision, an Independent Arbitrator will be appointed at the expense of the Appellant whose Decision will be binding on all Parties.

In the Case of the Complaint being against a GC Member, the GC, at the discretion of the

Chairman, will appoint a Non-GC Member to conduct an independent investigation and to submit the Report to the GC in due course. If the Complaint is against the Chairman, the Vice will so determine

C&D Secretary:

A GC Member appointed by the GC to deal with all Complaints, and to Negotiate Amicable Settlements where appropriate (consent) and to Manage all Complaints/Discipline for WAPI

Penalties:

At the discretion of the GC Penalties may take the following form: Termination of Membership of WAPI Suspension of Membership for a specified Period Published Reprimand & Written Apology Reprimand & Written Apology Payment of Debt & Written Apology (Non-Payment Claims)

ANNEX 2 – THE WAPI “OPEN” E-GROUP

The Association have determined to host two Sector designated e-Mail Group for the UK & International Subscribers and also an e-Group for Ireland & International Subscribers.

WAPI Members and any Practicing Investigator may join the WAPI-Open-E-Group using any email account by sending an e-mail to

WAPI-Open-E_Group-subscribe@yahoogroups.com from your email account.

The Purpose of the E-Groups are to facilitate:

• Requests for assistance on an assignment.
• Inter-agency jobs.
• Requests for advice on techniques and tools.
• Sharing of knowledge about matters relating to investigations.
• News from the World Association of Professional Investigators (WAPI).

E-Group Code of Conduct

• Please stay within the subjects identified in the purpose statement. Please do not send information about Nigerian scam letters, computer viruses, or general business issues unless they have a direct interest to investigators.
• When you join the group, you may send an introductory message identifying where you operate and activities you undertake. Please do not repeat this message. Members who wish to send welcome responses are requested to do this direct to the person concerned and not as a posting to the group.
• Please include a ‘signature’ on all postings. This must give your name. You may also include your company name, contact details and a brief description of your services. Please limit your signature size to 10 lines or less. For WAPI members the member’s directory gives you an opportunity to advertise your services. Please do not use the group for advertising.
• Please respond to requests for assistance direct and not as a posting to the group. When a job has been assigned please inform the group.
• No accusations or attacks against another person or company are allowed. There are no exceptions allowed. Any member choosing to ignore this will be subject to disciplinary action.

ANNEX 3 – THE WAPI WEBSITE

Home

The Moderator:

A GC Member appointed by the GC to moderate, manage and update the WAPI Website in accordance with the Policies determined by the Governing Council.

To Manage all aspects of the day to day performance of the Website in conjunction with the Governing Council, Technical Support and Website Policies applicable.

ANNEX 4 – THE MEMBERSHIP LEVELS:

One Time Application Fee – £50.00

Full Membership – £100.00 per annum

Open to those who:

1. have gained a sector related or industry relevant, officially recognised qualification, or
2. have at least three years’ experience in professional practice, or
3. hold an investigator license in their home country/state or
4. are nominated and elected by the Association’s Governing Council.

Associate Membership – £75.00 per annum

Open to those who:

1. have gained a Certificate of Achievement in Investigation from a recognised organisation, or
2. are training to become investigators in a professional practice.

Corporate Membership – £250.00 per annum

1. For limited companies. Must have at least one principal who:
   has gained a sector related or industry relevant, officially recognised qualification, or
2. has at least three years’ experience in professional practice, or
3. holds an investigator license in their home country/state, or
4. has been nominated and elected by the Association’s Governing Council and/ or one Director who is a full member of WAPI.

Fellow of the Association – £125.00 per annum

Open to those who:

1. have gained a higher-level sector related or industry relevant officially recognised qualification or sector related professional degree, or
2. have at least ten years’ experience in professional practice, or
3. in the discretionary view of the Governing Council of WAPI have made an outstanding contribution to the profession and/or the Association.

Affiliate Membership – £150.00 per annum

For those who work in a complementary profession such as law, research, forensics training, etc. and take an active interest in investigation.

Honorary Membership – Invitation only

For those considered by the GC to have significantly contributed in a positive and complimentary manner to the benefit of the WAPI Membership and/or the Investigation Sector in general.

ANNEX 5 – CODE OF ETHICS
Our commitment to our clients

The Association and its Members, Associates and Affiliates shall at all times:

• Conduct all investigations and allied matters with integrity and within acceptable legal, professional and moral guidelines.
• Require a client’s undertaking that all information provided by members is for lawful use only.
• Require that all employees and others assisting in an investigation abide by the WAPI Members Code of Ethics & Professional Conduct.
• Assist all regulatory and legal authorities when required to do so by law.
• Practice only in matters for which they are qualified and/or competent.
• Refer all matters of conflict between members to the Association’s governing body for arbitration, whose decision will be accepted as binding.
• Not misrepresent or exaggerate the activities and services offered by the profession.
• At all times protect the good reputation of the members, their clients, the Association and the Profession in general.
• Deal professionally in all matters with discretion, courtesy and confidentiality within ethical constraints.
• Not deny any professional services to any client for any reasons of race, colour, religion, sex, handicap, sexual preference or national origin.
• Comply with the regulatory and legal requirements within their operational jurisdiction.
• Conduct all investigations and allied matters in full compliance with the GDPR – General Data Protection Regulation or applicable regulation with their operational area.
• Be fully conversant with, and to remain updated with applicable legislation that appertains to my profession and business.
• Conduct all business matters with integrity and make payment of all properly presented supplier bills promptly within agreed or stipulated payment terms, excepting any genuine complaint which should be resolved as quickly as reasonably possible, utilising if necessary the WAPI Members Arbitration facilities.