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Directors, in writing, indicate themselves in agreement with the proposition(s) contained in such ballot, shall
constitute a valid action of the Board if reported at the next regular meeting of such Board.

Section 8.09 Absence or Lapse of Qualification.
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings, without
proper excuse, of the Board of Directors shall automatically vacate the seat on the Board of Directors and the
vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of
an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote
of a majority of its members. The Board of Directors shall declare vacant the seat of any Board member who fails to
maintain membership in good standing in the Council. A past president Ex-Officio member of the board of directors
who misses two consecutive meetings, without proper excuse, shall no longer have voting privileges as a board
member and shall not be counted as part of the quorum until he/she attends two consecutive meetings of the board
thereafter.

Section 8.10 Vacancies, Suspension and Removal.
Non-officer vacancies may be filled for the balance of the term thereof by the Board of Directors at any regular or
special meeting. The Board of Directors, at a regular or special meeting, may suspend or remove any Board
member from office for cause. The Board of Directors, for good cause shown, and to protect the best interests of the
Council and its members, may suspend or remove a Board member from office, pending the next regular or special
meeting of the Board. Such suspension or removal must be approved by at least two-thirds of the total membership
of the Board present at the Board Meeting.

Section 8.11 Compensation.
Directors and elected officers shall not receive any compensation for their expenses without authorization of the
Board.

Section 8.12 Competing Organizations
Any member elected or appointed to the position as a member of the Board of Directors of NCISS cannot
simultaneously serve in an elected or appointed leadership position for a competing organization. A competing
organization is defined as a national private investigator or national security professional association that provides
similar services as NCISS and seeks members with like qualifications for a similar purpose.

If the Board of Directors of NCISS makes a finding that a member of the Board of Directors of NCISS is
simultaneously serving in an elected or appointed leadership position for a competing organization it shall provide
said member of the Board of Directors with written notice of this finding. If said member of the Board of Directors is
still simultaneously serving in an elected or appointed leadership position for a competing organization 30 days after
the Notice has been given by the Board of Directors of NCISS said member of the Board of Directors will be
deemed to have resigned his or her position as a member of the Board of Directors of NCISS as of that date.

ARTICLE IX – EXECUTIVE COMMITTEE

Section 9.01 Authority and Responsibility. The Executive Committee may act in place and instead of the Board
of Directors between Board meetings on all matters, except those specifically reserved to the Board by these

Revised and Approved on October 11, 2023