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By-Laws

Alabama Private Investigator's Association Bylaws  


ARTICLE I - NAME AND LOCATION OF THE ASSOCIATION
The name of this association shall be the Alabama Private Investigator's Association. Hereinafter known by the acronym APIA. The principal office for the transaction of business of the association, principal executive office, is located in the State of Alabama. The Board of Directors may by resolution change the location of the principal executive office and may by resolution establish branch offices at any place where the association is qualified to exist and maintain an office.


ARTICLE II - OBJECTIVES AND PURPOSES
The objectives and purposes of the Alabama Private Investigator's Association are as follows:
To pursue in any legal manner, promote, introduce, support, or publicly object to and defend against any legislative interest that directly or indirectly pertain to the betterment of the Private Investigative profession of affects said profession in any significant way or form as long as all actions and acts and activities are lawful and are preformed in good character and serves the best interest of the profession.
To encourage membership in APIA:
To encourage, promote, provide, aid, and affect training, Education, and professional standards of Private Investigators licensed within the State of Alabama:
To promote a representative, centralized organization, to standardize, collate, coordinate, and distribute data, information, ideas, knowledge, methods, and techniques in order to improve efficiency, promotes uniformity in investigative methods, and develop matters of mutual interest to the membership of APIA:
To establish, and encourage, a Code of Ethics and Standards of Professional Conduct:
To establish and conduct such offices, and committees, as are necessary and incidental to the activities of APIA:
To conduct surveys, studies, hold meetings, conferences, symposiums, seminars, and forums:
To arrange for the presentation of lectures and papers on matters and problems of interest:
To foster, promote, encourage, study, research, facilitate discuss, collect and disseminate information of services or interest to the members of APIA:
To conduct such other related activities as may be necessary, desirable, or incidental to gaining recognition of accomplishments in the field of private investigations, technologies, and security within the business and profession.
To secure a closer relationship among Private Investigators throughout the State of Alabama and to secure unity of action in Private Investigator matters.


 ARTICLE III CODE OF ETHICS OF PROFESSIONAL STANDARDS & CONDUCT
Section I
A Professional Private Investigator shall, at all times, demonstrate a commitment to professionalism in the performance of his or her duties as an investigator, abiding by the Laws of the State of Alabama or any other State, in which to perform such duties.
Section II
A Professional Private Investigator will not engage in any illegal or unethical conduct. The Private Investigator shall not take any actions that would be in direct conflict of the interest of the client, unless the client was determined to have violated the laws of the State or Nation in which such conduct may have been occurred and feels compelled to report the violation's to proper authorities or the action that the Investigator takes is necessary to protect the safety of another person or the client.
Section III
A Professional Private Investigator will, at all times, demonstrate the highest degree of Integrity during the performance of an investigation.
Section IV
A Professional Private Investigator will comply with lawful orders of the courts at all times, testify truthfully without bias or prejudice, giving accurate, complete factual information, documented where available.
Section V
A Professional Private Investigator will not reveal any confidential information or records of the same without proper authorization to do so.

Section VI
A Professional Private Investigator will cooperate with all recognized and responsible law enforcement and government agencies in matters within their jurisdiction.
Section VII
A Professional Private Investigator agrees to abide by these Codes of Ethics and in doing so agrees, that if called upon by the Officers of this Association, to conduct an independent investigation of any member or their employee's who may have violated these codes, will accept the necessary disciplinary action voted upon by the current officers.  The Ethics Committee does not make any recommendations, but only reports the facts of a given situation to the Executive Board for disciplinary action. Disciplinary actions against an A.P.I.A. member, by A.P.I.A. Executive Board, does not relate to, replace, affect, or is affected by any actions taken against the member by any other entity, agency or regulatory board.
Section VIII
A member shall not comment falsely and with malice concerning a colleague's competence, performance or professional capabilities.  A member who knows, or has reasonable grounds to believe that another member has failed to conform to the A.P.I.A.'s Code of Ethics shall present such information to the Ethics Committee in accordance with the APIA Bylaws.


DEDICATION OF ASSETS
In order to promote the purposes of APIA the corporation may hold and manage property, funds, hire employees, and contract for services as set forth in these bylaws.
The property and assets of this corporation are irrevocably dedicated to the purposes as set out in this Article. No part of the past, present, or future net income or assets of this corporation on dissolution or otherwise, shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon dissolution of the corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and which is established under the Internal Revenue Code.


ARTICLE IV - DEFINITIONS
MEMBERSHIP
The association shall be inclusive of all members in good standing.


QUORUM
The necessary quorum for the conduct of association business is a majority of the association officers; and the necessary quorum for association membership meeting is a majority of the members present at the meeting. A quorum will be lawful, legal, and official only if all the members are notified in writing or by email of the date, time, and place of such meeting.
VOTE
All votes or action to be taken by the membership, APIA Board of Directors, require a simple majority vote, unless otherwise stated in these bylaws, of the required quorum for an action to be effective. An abstention by a person constituting a quorum shall count as a negative vote and shall not reduce the number of votes necessary to constitute a majority. Any person, with a conflict of interest in a matter before APIA, should abstain from voting thereon and should note the conflict in the minutes. A quorum can be established and a vote may be conducted with proper quorum met by online means including but not limited to email groups, chat groups, online meetings and conferences, whenever a vote is called for under these bylaws except the vote to elect Officers Votes conducted at meetings must be by an open show of hands or a recorded roll call except for votes cast for officer elections and votes cast to fill the A.P.I.A. seat of the state regulatory Board. If during the meeting a tie is recorded, the President may cast the deciding vote.


A.P.I.A. RREGULATORY BOARD SEAT
CHAPTER 25B
ALABAMA PRIVATE INVESTIGATION REGULATORY ACT.
Allows one person appointed by the Alabama Private Investigators Association who must be a private investigator. The association shall appoint the member for an initial term of four years. Thereafter, a successor member shall be appointed for terms of four years.
The member shall have been a member in good standing for a minimum of two years prior to his or her appointment and remain a member in good standing throughout his or her term. The Executive Board shall receive nominations from the general membership. The executive board will cast the deciding vote. The intent to vote for the seat will be announced to the entire association at one meeting prior to the vote and through either mail or electronic mail 30 days prior to the vote and again 15 days prior to the vote. All nominations must be in no later than 10 days prior to the date of the final vote.

The A.P.I.A.
CONSTRUCTION AND DEFINITIONS
Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term, "person" includes both the corporation and a natural person.


APIA BUSINESS YEAR, FISCAL YEAR, & TERMS OF OFFICE
The APIA business and fiscal year will begin on January 1st and terminate on December 31st of a calendar year.


APIA ANNUAL TRAINING CONFERENCE & BUSINESS MEETING
The APIA Annual Business Meeting shall be held in the fall season of the year in a place designated by the Conference Committee with the approval of The Executive Board. The election of officers shall be the last item on the Business Meeting agenda. Installation of the New Officers will take place immediately following the election with the exception of the president elect.  Training sessions shall be held at each quarterly meeting when speakers are available. Continuing Education certificates will be provided to members who attend for the amount of 50 minute hours attended.


WRITTEN NOTICE
Whenever the terms "a writing or written service of notice" is used in these bylaws it shall, unless otherwise specified in these bylaws, include any form of hard copy text or electronic text and that service of either a hard copy text or electronic copy text may be served, unless otherwise specified in these bylaws, by either first class United States Postal mail, or next day private commercial delivery service, or FAX, or e-mail. If e-mail is used then there must be CC sent to the Board of Directors for it to be effective as service of a written notice.


ELECTRONIC MEETING
APIA Officers may conduct and participate in a meeting through use of conference telephone, internet or similar communication equipment, so long as all members participating in such meeting can reasonably communicate with one another in real time. The participation and any action or vote taken during an electronic meeting shall constitute personal presence at the meeting and a legal action. Notice of any such meeting is subject to the quorum and notice provisions of these bylaws and shall state that it will be an electronic meeting.


ARTICLE V - OFFICE QUALIFICATIONS & ELECTIONS
APIA Board of Directors
A simple majority shall constitute a quorum for transaction of business at all meetings.
The Board of Directors shall consist of the Executive Board and District Vice Presidents and Trustees.
The Board of Directors shall meet on call of the President, or on call signed by a majority of Executive Board.
Each member of the Board of Directors shall have one vote with the President only voting in case of a tie vote or when the President must be included to insure a quorum.
The Board of Directors shall administer all business and the personal property of the association with full power to administer the estate of the association for the sole use and benefit of this association.
Executive Board
The Executive Board shall be the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and Sergeant-at-Arms.
The Executive Board shall have charge of all business of the association referred to them.
The Executive Board shall meet prior to the Board of Directors meeting to establish an agenda and discuss other business if needed.
District Vice Presidents
The District Vice Presidents shall consist of the Northern, Central, and Southern Region Vice Presidents. The President shall appoint District Vice Presidents.
Board of Trustees
The Board of Trustees shall consist of the three immediate past presidents. If the Immediate past three presidents are not available or deemed insubordinate or removed from the association, the executive board may elect a member to serve in that position.

Officers and Duties:
President
The President shall serve as the chairperson of the Board of Directors and shall preside at all meetings, when present.
The President may call meetings of the executive Board or Board of Directors by giving members at least ten days notice.
The President or shall sign, where such signature is required, on contracts and other instrument executed by or on behalf of the association with the exception of financial agreements for checking and savings with banks which can be signed by the treasurer.
The President shall insure that all association business is conducted proper and efficient.
The President shall make sure the association follows the By-Laws and the approved policies of the association.
The President shall appoint all committee members not otherwise provided for in these By-Laws.
The President shall, subject to approval of the Executive Board, appoint district vice presidents.
The President shall, subject to approval of the Executive Board, appoint a new Trustee if a vacancy arises.
 


President Elect:
The President elect shall work with the president on all maters to learn the order of business and become familiar with the office and duties prior to taking office.


1st Vice President
The 1st Vice President, in the absence or inability of the President to perform all duties, shall assume the responsibility of the President.
The 1st Vice President shall assist the President in conducting the business and carrying out the policies of the Association.
The 1st Vice President shall perform such related duties as required by the President. 
 


2nd Vice President
The 2nd Vice President in the absence or inability of the President and 1st Vice President to perform all duties shall assume the responsibility of the President.

The 2nd Vice President in the absence or inability of the 1st Vice President to perform all duties shall assume the responsibility of the 1st Vice President.
The 2nd Vice President shall assist the President and 1st Vice President in conducting the business and carrying out the policies of the Association.
The 2nd Vice President shall perform such related duties as required by the President.


Secretary
Secretary shall keep a record of all proceedings and minutes of this association at all meetings. 

 Secretary shall forward minutes to the board and give a minute reading at all meetings.
Secretary shall notify the membership of this association of all membership meetings.
Secretary shall notify board members of all Executive Board and Board of Directors meetings. 

Secretary shall furnish the credentials committee at the annual business meeting a statement of standing of all members affiliated with this association and all members attending the conference. 

Secretary and Treasurer shall handle all correspondence of the association. 

Secretary and Treasurer shall be official custodian of records for the association, and forward all records to the next Secretary and Treasurer. 




Treasurer

Treasurer shall keep a true and accurate account of all monies collected and disbursed by his/her office.
Treasurer shall be the official custodian of all APIA monies.
Treasurer shall provide a treasurer report for all meetings.
Treasurer shall furnish the Board of Directors quarterly a financial statement showing the true financial condition of the association.
Treasurer shall balance all accounts of the association prior to the annual business meeting and prepare a financial statement for the audit committee and the Board of Directors at said meeting.
Treasurer shall submit all checks of money paid out and the tax return for the fiscal year to the audit committee and the Board of Directors at annual business meeting. 

 Secretary and treasurer shall handle all correspondence of the association. 

Secretary and Treasurer shall be official custodian of records for the association and forward all records to the next Secretary and Treasurer.   
 
Sergeant-at-Arms
Sergeant-at-Arms shall preserve the decorum and security of all meetings, conferences and such duties as the President may appoint.
District Vice Presidents
District Vice Presidents shall be the membership committee and should elect a chair.
District Vice Presidents shall recruit new members in their districts.
District Vice Presidents shall represent and promote APIA in their districts.
District Vice Presidents shall hold a minimum of 1 meeting annually in their district and provide minutes for that meeting to Secretary-Treasurer.
District Vice Presidents shall give membership and district reports at all Board of Director meetings and the annual business meeting.
 

 

Trustees
Trustees shall be the audit and finance committee and should elect a chair for each committee.
Trustees shall give finance committee and audit committee reports to all Board of Director meetings and the annual business meeting.
Standing Committees and Duties
Standing Committees of the association shall consist of the following.


Audit
It shall be the duty of the Board of Trustees to audit the books quarterly and tax returns annually to be sure all is correct.
The Audit committee Chairperson shall give a report at all Board of Director and Annual Business meetings.
By-Laws
Prepare and present any proposed revisions or amendments to the By-Laws to the Board of Directors not less than 30 days before the annual Business meeting for approval.

 

Conference
Plan the location and date of the annual business meeting.
Plan the location and date of the annual training conference.
Plan all annual training conference activities.
Notify association membership with the annual Business Meeting information no less than 30 days prior to the annual business meeting.
Notify association membership with the annual training conference information no less than 60 days prior to the annual conference.
Credentialing
Obtain from the Treasurer’s records the names of the members who are entitled to a voice and a vote according to the constitution of this association.
Determine the members in attendance at the annual conference meet the requirements specified herein.


Education and Training
The Education Committee shall perform research and development of APIA classes and courses needed by Alabama Private Investigators to comply with the continuing education requirements of chapter 25B of Alabama law.
The Education Committee shall recommend speakers and instructors for training classes and courses.
Provide, whenever requested, educational programs, speakers, and demonstrations deemed advisable for the instruction and advancement of the membership of the association. Conduct surveys to determine the type of training that benefits the variety of special interest of the membership.
Coordinate education with the conference committee for the conference.


Election
It shall be the duty of the election committee to conduct an election at the annual business meeting.
The election committee shall tabulate the votes and report the results.


Finance
Recommend to the Executive Board proper expenditures of the association.

The finance committee must approve any association expenditure, over $500.00.
The finance committee shall give a report at all Board of Director and annual Business meetings.
Membership
Market the association around the state of Alabama in an effort to increase membership.
Review district membership and develop new ideas for recruiting new members.
Special Committees
The President shall have the authority to appoint special committees and work groups as deemed necessary to accomplish the goals of the association.
 
Elections


Each year, at the APIA annual business meeting by open ballot an election shall be held to elect a new President to serve a two-year term. After one year of a president’s term, the President will either be reelected for an additional two-year term or a new president will be elected to serve as president elect for the following year before beginning a two-year term. In the case that the President serves a second term, A new president will be elected one year prior to the end of that term and will serve as president elect for that year prior to taking office.
Each year, at the APIA annual business meeting by open ballot an election shall be held to elect a new Executive Board of Directors based upon nominations for office. 1st Vice President, 2nd Vice President, Secretary, Treasurer, and Sergeant-at-Arms.  Nominations must be made from the floor at the annual business meeting. The candidate with the greatest number of votes for an office will be elected.
The vote shall be counted and recorded by the Election committee and the APIA Secretary. The President shall announce the results and introduce the new APIA Board of Directors to the membership present. The elected officers will be sworn in and will immediately take office. The elected Officers shall swear to the following oath of office.
“Do you swear to support the Constitution and By-laws and at all times bear true allegiance to the goals and purposes of the Alabama Private Investigator’s Association and do you further swear to perform the duties and responsibilities of your office to the best of your ability So help you God.”
The officers shall respond “I Do”
All ballots shall be presented to the Secretary upon completion of the tally. The ballots shall be maintained for a period of one (1) year by the Secretary and made available, upon demand, to any member of the Association, for purpose of verification.
QUALIFICATIONS
The APIA Board of Directors must be Full members of APIA in good standing and meet the qualifications as set forth in these bylaws.
Standards for members of the Executive Board are higher than the general membership.  No one with pending criminal charges will be allowed to serve on the Executive board until said charges are dismissed.


TERMS OF OFFICE
The APIA Board of Directors term of office is one (1) year with the exception of the President who will serve a two-year term. No member of the APIA Board of Directors may serve more than five successive terms as a APIA Officer and may not serve more than two years successively in the same position with exception of the President who can serve up to four years consecutively or two terms..
All APIA Board of Directors shall continue in office past the expiration of their term in office if and until their office is filled by an election unless they were removed from office pursuant to these bylaws.


COMPENSATION
The APIA Board of Directors shall serve without compensation.


ARTICLE - VI MEMBERSHIP AND DUES
1) APIA membership will run from 01 January through 31 December of the same year.
2) Membership dues are to be received by 01 January.
3) A prorated ½ year rate has been established for new members joining the APIA after the first six months of the membership year period.
4) The APIA Board of Directors may, at their discretion, conduct membership drives in which the membership dues may be reduced and associated fees waived or a free period offered in conjunction with a full membership accompanied with conference registration.


Membership Requirements
 1) Any Person who is desirous of becoming a member of APIA shall file a membership application with the Secretary.
2) Any Person who is applying for full or associate membership must provide a copy of current State of Alabama Professional License issued by the A.P.I.B. (Alabama Private Investigators Board). 
3) Applicants must sign consent for APIA to conduct an initial background investigation as well as periodic checks to be sure applicant has not been convicted of a felonious or moral turpitude crime.
Membership Renewals   
1) Members must submit an annual membership renewal form with payment for dues and a copy of their current State of Alabama professional License annually.
2) Members not paying dues by 15 January will be dropped from membership and must reapply.

Member Benefits:
All Members will be listed on the Web Site.
All Members will receive an 8 x 10 membership certificate.


FULL MEMBERSHIP - $75.00 (subject to be increased or decreased by majority vote of the executive board) annually

 Full membership in this organization is membership with voting authority and shall be limited to: 

1) Licensed Private Investigators in good standing with the APIA. 

2) Members must not have been convicted of a felony or crime of moral turpitude. 

3) Having met all qualifications for membership in the APIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. 

4) The APIA Board of Directors shall make the final determination as to eligibility. 



ASSOCIATE MEMBERSHIP - $50.00 (subject to be increased or decreased by majority vote of the executive board) annually

 Associate membership in this organization is membership without voting authority and shall be limited to:

1) Those licensed (when required) and in good standing with the APIA who serve in related fields such as Information Brokers, Bounty Hunters, Private Process Server and Law Enforcement Officers. 

2) Members must be of high moral and ethical integrity. 

3) Having met all qualifications for membership in the APIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. 

4) The APIA Board of Directors shall make the final determination as to eligibility. 




CORPORATE MEMBERSHIP - $150.00 (subject to be increased or decreased by majority vote of the executive board) annually 

Corporate membership in this organization is membership without voting authority and shall be limited to:
1) Corporate membership shall be granted to vendors, businesses, organizations, partnerships, or those who do not qualify for membership, but desire to support the Association and take advantage of member benefits. Attending sponsors shall be recognized at meetings.

2) Members must be of high moral and ethical integrity. 

3) Having met all qualifications for membership in the APIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. 

4) The APIA Board of Directors shall make the final determination as to eligibility. 




AFFILIATE MEMBERSHIP - $150.00
Affiliate membership in this organization is membership without voting authority and shall be limited to:

1) Affiliate membership will be given to those gainfully employed as in-house investigators, apprentices, or private investigators living outside Alabama who meet their State and County laws and licensing regulations. 

2) Members must be of high moral and ethical integrity, licensed by the state they reside in by the governing body of their profession if applicable. 

3) Having met all qualifications for membership in the APIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. 

4) The APIA Board of Directors shall make the final determination as to eligibility.


 

STUDENT / INTERN MEMBERSHIP - $30.00(subject to be increased or decreased by majority vote of the executive board)
Student/Intern membership in this organization is membership without voting authority and shall be limited to:

1) Intern status shall be awarded to those members who are students seeking certification or degrees in the area of criminal justice, security, or related field to private investigation.

2) Members must be of high moral and ethical integrity. 

3) Having met all qualifications for membership in the APIA, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. 

4) The APIA Board of Directors shall make the final determination as to eligibility.




ADMITTANCE
Admittance to membership requires a majority vote of the APIA Board of Directors. Applications for membership shall be submitted to the Secretary. The Secretary or Treasurer shall conduct a background investigation on applicant and submit findings to APIA Board of Directors for final approval.  
A membership shall be limited to the balance of any calendar year after which time all memberships are subject to a review by the Membership Committee. The annual membership review will require that a membership renewal form be completed. The APIA Board of Directors in accordance with these by-Laws shall designate the basic renewal application and procedures for the processing of membership applications. Any member may challenge a proposed member as to their eligibility to the APIA Board of Directors.

No applicant for membership shall have been convicted of a felonious crime or crime of moral turpitude. 
 
AUTOMATIC TERMINATION OF MEMBERSHIP
The membership of any member shall be automatically terminated upon the following events:
1) The resignation of the member.
2) The failure of a member to pay annual dues in the amount and within the times set forth in these bylaws.
3) The member no longer meets the requirements for membership as set forth in these bylaws.
4) The failure to notify the association of felony or moral turpitude convictions immediately after being convicted.


TERMINATION OF MEMBERSHIP FOR CAUSE
The membership of any member may be terminated for cause due to a violation of these bylaws provided that the following procedures are followed:
1) A notice from the APIA Board of Directors may only be sent by prepaid, registered U.S. mail to the most recent address of the member as shown on the corporation's records, setting forth the reasons for expulsion. Such notice shall inform the member that unless he files a demand for a hearing under these bylaws within fifteen (15) days from the date of the post date of the notice he will be expelled as a member from APIA the expulsion is final and irrevocable. The demand for a hearing by the member must be in writing and sent to the APIA Secretary.
2) The member being expelled shall be given an opportunity to be heard within fifteen (15) days of receipt of a demand by the APIA Secretary. A Special Member Expulsion Committee composed of three members, one of which is appointed by the APIA President, one of which is chosen by the Standards and Training Committee, and one of which is selected by the member, will hold the hearing. Written notice of the hearing shall be sent to the member being expelled and shall state the date, time and place of the hearing of the proposed expulsion.
3) The Special Expulsion Committee shall submit its written report containing a recommendation to the APIA Board of Directors and the member within fifteen (15) days. The report can be made available to the APIA Board of Directors via the APIA President. The APIA Board of Directors shall, after reading the report, make the decision, which is final. Expulsion of a member shall be made a part of the minutes of the next regular or a special meeting of the APIA Board of Directors.
4) Any person expelled from the APIA shall receive a refund of dues or assessments already paid. The refund shall be prorated to return only the accrued balance remaining for the period of the dues year.


ARTICLE VII - FINANCIAL RECORDS & DUES
Annual dues in an amount determined by the APIA Board of Directors will be assessed each member and shall be collected in a manner proscribed by the APIA Board of Directors and forwarded to the APIA Treasurer.
At the time of payment of dues, the member's name, employer, address, phone number, FAX number, e-mail address shall be collected and forwarded to the APIA Secretary.
Annual dues in an amount determined and outlined in these By-Laws will be assessed each member and shall be collected by the 5th day of November of each year.
At the time of the payment of dues a renewal application must be completed and submitted to the APIA Board of Directors for approval.
The APIA Treasurer in accordance with any resolutions of the APIA Board of Directors shall issue a treasurer's manual. The APIA Treasurer is responsible for ensuring the manual is available to all APIA members.


ARTICLE VIII - CONDUCT OF APIA MEETINGS
RULES OF ORDER The Robert Rules of Order, as amended from time to time, shall govern the meetings insofar as those Rules are not inconsistent with or in conflict with these Bylaws, the law, or rules governing agenda motions, and related matters.


WAIVER BY ATTENDANCE
Attendance by a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice of the meeting or to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting. 


ADJOURNMENT
During any meeting of the APIA Board of Directors, a majority of those present, whether or not a quorum is present may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must again be given all members who had to be given notice of the original meeting informing them of the new date, time and place.


TRANSACTIONS OF THE APIA BOARD OF DIRECTORS
Except as otherwise provided in these bylaws, or by law, every act or decision made by the APIA Board of Directors at a meeting duly held at which a quorum was present, is the act of the group, as is required by law, or these bylaws. Every act or decision made by the APIA Board of Directors, at a meeting must be recorded in the minute book of records.


APIA BOARD OF DIRECTORS MEETINGS FREQUENCY
The APIA Board of Directors must meet at a minimum once in each quarter of the APIA business year. The annual business meeting and annual training conference will be quarterly Board meetings. Board members shall not miss more than three board meetings. Those who miss three meetings in any given year will be referred to the APIA Disciplinary Board, which shall be chaired by the Sergeant of Arms. The APIA Board of Directors shall provide and make available to the membership within thirty (30) days of their meeting a written report of the minutes of their meeting, a detailed statement of the corporation's income and disbursements for the fiscal quarter, and any significant issues. The APIA Board of Directors shall meet at least once a year at the annual business meeting and at other times as necessary. Any member in good standing may attend this meeting as a non-voting observer.


GENERAL MEMBERSHIP MEETINGS
General membership meetings will be conducted on a quarterly basis, with the dates and locations to be provided to the membership 30 days in advance by email the meetings can be combined with Training sessions, conference and Annual business meetings.

 

(NOTICE OF REGULAR APIA BOARD OF DIRECTORS MEETINGS
A notice of APIA Board of Directors meeting shall be given in writing not less than ten (7) days or more than ninety (90) days before the date of the meeting and shall specify the date, time, place and purpose of the meeting.

 

POWER TO CALL MEETINGS
The APIA President or a majority of the APIA Board of Directors may call a meeting of the APIA Board of Directors.
Ten or more members may call a Special APIA Board of Directors meeting.


SPECIAL APIA BOARD OF DIRECTORS MEETING
When ten (10) or more members in good standing sign a written petition for a special meeting of the APIA Board of Directors meeting, it shall state the specific purpose of the meeting. The petition must be given to the APIA Secretary who shall then send a written notice out to the either the membership or the APIA Board of Directors as appropriate. Except as set forth in the notice of a special meeting no other business may be conducted at such special meeting or adjournment of special meeting.


AGENDA
The APIA President shall draft the agenda for the A.P.I.A. Board of Directors meetings. The A.P.I.A. President must include on the agenda a section for new business at which time APIA Directors may raise issues not included on the agenda for discussion or action at their respective meetings. This shall not apply at a Special meeting at which the agenda is limited to the subjects in the meeting notice.


ARTICLE VIIII - RECORDS AND REPORTS
INSPECTION RIGHTS
Any member in good standing of the APIA may:
1) inspect and copy the records of member's names and addresses and voting records during usual business hours with five (5) days prior written demand to the APIA Board, stating the purpose for which the inspection is requested; and
2) obtain from the APIA Secretary, with five (5) days prior written demand and on the tender of the Secretary's usual charges for such a list, if any, the following: (a) a list of names and addresses of members who are entitled to vote for the election of APIA Board; (b) their voting rights, as of the most recent record date for which that list has been compiled or as of a date specified by the member after the date of demand stating the purpose for which the list is requested. This list shall be made available within ten (10) days after the demand is received.

Any inspection and copying, under this section, may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.


MAINTENANCE AND INSPECTION OF THE CORPORATE  RECORDS
The association shall keep at its principal executive office as well as file with the State of Alabama, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. Every member in good standing is entitled to a copy of the bylaws upon written demand to the APIA Secretary.
The accounting books, records, and minutes of the proceedings of the APIA Board of Directors and any committee's appointed by said Board shall be kept at such place as designated, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall in any other form capable of being converted into written, typed, or printed form. All records must be kept for a minimum of 5 years. The minutes, and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member’s interests as a member of this corporation. The inspection may be made in person or by an agent to attorney, and shall include the right to copy and make extracts.


INSPECTION BY AN APIA BOARD OF DIRECTOR
Every APIA Board Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation.
This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents at no cost.


ANNUAL REPORT
The annual report to members or other periodic reports to the members of the Association, shall provide to the APIA Board of Directors within sixty (60) days of the close of the corporate fiscal year and to those members who request it in writing, a report containing the following information in reasonable detail:
1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
2) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
3) The revenue of receipts of the association both unrestricted and restricted to particular purposes, for the fiscal year.
4) The expenses of disbursements of the association, for both general and restricted purposes, during the fiscal year.


THE AUDIT COMMITTEE
The Audit Committee, which shall have at least three members who do not have signatory authority over any association financial accounts. They shall themselves conduct or supervise an audit of the corporate books and shall make a written report to the APIA Board of Directors by April 15th. 


ARTICLE X – CONTINUING EDUCATION UNITS / TRAINING
Each member, to maintain eligibility as a member in good standing must complete Continuing Education classes in line with the requirements of Alabama Chapter 25B and the A.P.I.B.


Units ARTICLE XI - AMENDMENT OF BYLAWS
The bylaws of A.P.I.A. may be amended by giving written notice to all members of the APIA Board of Directors thirty (30) days prior to any regular or special meeting of an intention to amend the bylaws and the specific language of the amendment. If any meeting held pursuant to a notice to amend the bylaws is adjourned more than 24 hours, then all directors must again be given thirty (30) days notice of an intent to amend the bylaws and the specific language of the amendment.
The APIA Board of Directors may amend the bylaws by a majority vote, which must be a recorded roll call vote and maintained for one year by the APIA Secretary.
 
END OF BYLAWS