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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.

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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