Bylaws Of The California Association of Public Insurance
Adjusters
ARTICLE I
Membership
Section
1.1 Membership Certificates
As provided by law, each member of the California
Association of Public Insurance adjusters (“CAPIA”) shall be
entitled to a certificate signed by the president and
attested by the secretary certifying the membership held by
him and such other information as may be required by law.
The form of such certificate shall be prescribed by the
officers. Such certificate shall not be transferable.
Section
1.2 Classes of Members
CAPIA has two
classes of members which are designed as follows:
a.) Active
Members. To
be eligible to be an active member, a corporation,
partnership, individual or company shall be actively
engaged or involved in public adjusting. This entity
must be duly licensed by the State of California as a
public adjuster.
b.)
Associate Members.
Any person licensed as a public adjuster by the State of
California and employed by a member firm or corporation
may be an associate member.
Section
1.3. Duration of Membership; Resignation
Membership in CAPIA
may terminate by voluntary withdrawal as herein provided, or
as otherwise provided in these By-Laws. All rights and
privileges of a member in CAPIA shall cease on the
termination of membership. Any member may voluntarily
withdraw from membership by giving written notice of such
intention to the president. Such notice shall be presented
to the board of directors at the next succeeding meeting of
the board of directors. Withdrawal of a member shall be
effective upon fulfillment of all obligations of such member
to the date of such meeting.
Section
1.4. Suspension and Termination of Membership
Any membership may be suspended or terminated, for cause.
Sufficient cause for suspension or termination of membership
shall be a violation of these By-Laws, non-payment of dues,
if any, violation of any lawful rule or practice duly
adopted by CAPIA, and violation of CAPIA Code of Ethics. Any
conduct prejudicial to the interest of CAPIA may be grounds
for termination of membership. Proceedings for suspension or
expulsion of a member may be instituted by a petition to
officers in writing, signed by any three members. The
affirmative of three-fourths (3/4ths) of officers shall be
required in order for a member to be suspended or expelled.
A statement of the charges on which such action is based
shall be mailed by registered mail to the last recorded
address of the member at least fifteen (15) days before
final action is taken thereon. This statement shall be
accompanied by a notice of the time and place of the meeting
of the officers at which the charges shall be considered and
the member shall have the opportunity to appear in person or
by its representative and present any defense to such
charges before action is taken therein.
Section
1.5. Dues, Fees and Assessments
The amount of any membership
fees, dues, and assessments applicable to membership in
CAPIA or to any class of such membership and the time and
manner of payment thereof shall be determined by the
officers.
ARTICLE
II
Meetings of Members
Section
2.1. Annual Meetings
The annual meeting of members of CAPIA shall be held
no later than March 31st, or on such other date as may be
designated by the officers.
Section
2.2. Special Meetings
Special meetings
of the members may be called by the president, or by a
petition in writing of at least 5 members.
Section
2.3. Notice of Meetings
Written notice
stating the place, day and hour of any meeting of members
and, in the case of special meeting or when otherwise
required by law, the purpose of which any such meeting is
called, shall be delivered or mailed or emailed by the
secretary of CAPIA to each Active Member of record, at such
address as appears upon the records of CAPIA, and at least
ten (10) days before the date of such meeting.
Section
2.4. Waiver of Notice
Notice of any meeting may be waived by any active
member in writing filed with the secretary of CAPIA.
Attendance at any meeting in persona or by proxy shall
constitute a waiver of notice of such meeting.
Section
2.5. Voting Rights
Each Active Member of CAPIA shall have one vote.
Section
2.6. Voting by Proxy
An Active Member
is entitled to vote at meeting or members may vote either in
person or by proxy executed in writing by the member of a
duly authorized attorney-in-fact of such member (For
purposes of this section, a proxy granted by email or fax by
a member shall be deemed "executed in writing by the
member.") No proxy shall be voted at any meeting of members
unless the same shall be filed with the secretary of the
meeting at the commencement thereof.
Section
2.7. Quorum
At any meeting of
members, fifty percent (50%) of the members qualified to
vote, represented at the meeting in person or by proxy,
shall constitute a quorum. A majority vote of such quorum
shall be necessary for the transaction of any business by
the meeting, unless a greater number is required by law or
these By-Laws.
Section
2.8. Voting List
The secretary of
CAPIA shall at all times keep at the principal office of
CAPIA a complete and accurate list of all members entitled
to vote. Such list may be inspected by any member for any
proper purpose at any reasonable time.
Section
2.9. Conduct of Meetings
Meeting of members,
including the order of business, shall be conducted in
accordance with Roberts' Rules of Order, Revised, except
insofar as these By-Laws, or any rule adopted by the
officers may otherwise provide. The members may, by
unanimous consent, waive the requirements of this section,
but such waive shall not preclude any members from invoking
the requirements of this section at any subsequent meeting.
Section
2.10. Action by Consent
Any action required
to be taken at a meeting of members, or any action which may
be taken at a meeting of members, may be taken without a
meeting but with the same effect as a unanimous vote at a
meeting, if, prior to such action, a consent in writing,
setting for the action so taken, shall be signed by all
members entitled to vote with respect thereto, and such a
consent is filed with the minutes of the proceedings of the
members.
ARTICLE III
Officers
Section
3.1. Duties and Qualifications
The officers of
CAPIA shall consist of a president, a vice president, a
secretary and a treasurer. The business and affairs of CAPIA
shall be managed by officers.
Section
3.2. Terms of Office and Election
Each officer of
CAPIA shall be elected by the Active Members at CAPIA’s
annual meeting and shall hold office for a term of one (1)
year or until their successor shall be duly elected and
qualified, or until resignation, removal or death.
Section
3.3. Vacancies
Whenever any
vacancies shall occur in any of the officers of CAPIA for
any reason, the same may be filled by the Active Members at
any meeting thereof, and any officer so elected shall hold
office until the expiration of the term of the officer
causing the vacancy or until his successor shall be duly
elected and qualified.
Section
3.4. Removal
Any officer of CAPIA may be
removed with cause, by the Active Members whenever
three-fourths (3/4ths) of the Active Members shall vote in
favor of such removal.
Section
3.5. Quorum
A majority of the officers
shall be necessary to constitute a quorum for the
transaction of any business and the act of the majority of
the officers present at a meeting at which a quorum is
present shall be the act of the officers unless the act of a
greater number is required by law or these By-Laws.
Section
3.6. Action by Consent
Any action
required or permitted to be taken at any meeting of the
officers may be taken without a meeting, if prior to such
action a written consent to such action is signed by all
officers and such consent is filed with the minutes of
proceedings of the officers.
Section
3.7. Other Committees
The president
may from time to time create and appoint standing and
special committees to undertake studies, make
recommendations and carry on functions for the purpose of
efficiently accomplishing the purposes of CAPIA.
ARTICLE IV
Powers
and Duties of Officers
Section
4.1. President
The president,
if present, shall preside at all meetings of the members.
The present shall manage and supervise all of the affairs of
CAPIA and shall perform all the usual duties of the chief
executive officer of CAPIA.
Section
4.2. Vice President
The vice
president shall discharge all the usual function of the
president if the president is not present and shall have
such other powers and duties as these By-Laws may prescribe.
Section
4.3. Secretary
The secretary
shall keep, or cause to be kept, a true and complete record
of the meetings, and shall perform a like duly, when
required, for all committees. If required, he shall attest
the execution by CAPIA of deeds, leases, agreements and
other official documents. He shall attend to the giving and
serving of all notices of CAPIA required by these By-Law,
shall have custody of the books (except books of account)
and records of CAPIA, and in general shall perform all
duties and pertaining to the office of secretary and such
other duties as these By-Laws may prescribe.
Section
4.4. Treasurer
The treasurer shall keep correct and complete
records of account, showing accurately at all times the
financial condition of CAPIA. He shall have charge and
custody of, and be responsible for, all funds, notes,
securities and other valuables which may from time to time
come into the possession of CAPIA. He shall deposit, or
cause to be deposited, all funds of CAPIA with such
depositaries as the officers shall designate. He shall
furnish at meetings, or whenever requested, a statement of
the financial condition of CAPIA, and in general shall
perform all duties pertaining to the office of treasurer.
ARTICLE
V
Miscellaneous
Section
5.1. Corporate Seal
CAPIA shall have no seal.
Section
5.2 Execution of Contracts and Other Documents
All written
contracts and other documents entered into by CAPIA shall be
executed on behalf of CAPIA by the president, and, if
required, attested by the secretary.
Section 5.3. Fiscal
Year
The fiscal year
of the Corporation shall begin on January 1 of each year and
end of the immediately following December 31.
Section
5.4. Compliance with Internal Revenue Code Section 501 (c)
(6)
The Corporation
shall comply with the provisions of Section 501 (c) (6) of
the Internal Revenue Code of 1954, as amended from time to
time, and shall not be organized for profit and no part of
the net earnings of the Corporation shall inure to the
benefit of any member of the Corporation.
ARTICLE VI
Amendments
Subject to
law, the power to make, alter, amend or repeal all or any
part of these By-Laws is vested in the Active Members. The
affirmative vote of three-fourths (3/4ths) of the Active
Members shall be necessary to effect any such changes in
these By-Laws.
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