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PAGE 10                            ALABAMA PROPANE GAS ASSOCIATION
               (C) Amounts greater than $5,001�00 but less than $10,001�00 shall require approval of the Executive Committee
               and the signatures of both the President and Secretary/Treasurer�
               (D) Amounts greater than$10,001�00 shall require Board approval and the signatures of both the President and
               Secretary/Treasurer�
        Section 3.   APGA shall provide directors’ and officers’ liability coverage for all members of its Board of Directors and any
               APGA employees designated by the Board of Directors� The amount of said coverage shall be as determined by the
               Board of Directors�
        ARTICLE IX - DUES
        Section 1�   The expense of maintaining APGA shall be distributed among the members under a membership dues schedule
               approved by the Board of Directors�
        Section 2.   Membership dues are due and payable on January 1 but shall be paid no later than January 31�
        Section 3.   In the event that a member fails to renew its annual membership dues for the ensuing year within sixty (60) days of
               the due date, such membership shall be terminated by written notice�
        Section 4.   In the event that a member business shall change ownership, the membership shall remain with that business so
               long as the dues are current� The seller of the business shall relinquish all rights to that membership� The new
               owner shall register in writing with the APGA Executive Director the name of the new executive representative�
               Any change in the name of such business shall be registered with the APGA Executive Director in writing�
        ARTICLE X - COMMITTEES
        Section 1.   The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer, and immediate Past
               President� The Executive Committee shall:
               (A) During the interim between the meetings of the Board of Directors, have and exercise all of the executive and
               supervisory powers of the Board, other than those prohibited by law, in the event that an emergency situation
               requiring action by the Board of Directors arises and there is not sufficient time for a meeting of the Board of
               Directors to be convened� All action taken by the Executive Committee shall be reported to the Board at the next
               scheduled meeting�
               (B) Make recommendations to the Board of Directors on policies pertaining to the management and operation of
               APGA in such a manner as to best effectuate and accomplish its purposes.
        Section 2.   The Board of Directors shall establish such committees as it deems necessary for the carrying out of the purposes
               set forth in these Bylaws� Chairmen and committee members shall serve for one year, and shall be appointed by
               the President� The duties, policies and scopes of such committees shall be as prescribed by the Board of Directors�
               The Board of Directors may delegate to any such committee any authority not prohibited by law� Action taken by
               any such committee shall be reported to the Board of Directors at the next scheduled meeting�
        Section 3.   The President may appoint a Task Force to research any special projects that may come about during his/her term�
               A Task Force shall not exist past the term of the President�
        ARTICLE XI - ELECTIONS
        Section 1.   The election of officers shall be held at the annual membership meeting.
        Section 2.   A Nominating Committee of the past five (5) active Presidents shall be appointed by the President, not less than
               sixty (60) days prior to the annual meeting� Said Committee shall nominate a slate of candidates for election to the
               offices of President, Vice President, and Secretary/Treasurer to the Board of Directors. Additional nominations may
               be made from the floor when the call for nominations is made at the election meeting. Service on the Nominating
               Committee by a member does not prohibit his being nominated for office.
        Section 3.   All elections of officers and members of the Board of Directors shall be by secret ballot, and all members entitled
               to vote shall cast one vote for each such office to be filled. When there is but one candidate nominated for office, by
               unanimous vote the secret ballot may be dispensed with�
        Section 4.   The nominee for each office who receives the most votes shall be elected.
        Section 5.   An absentee ballot may be requested by any APGA member prior to any regular or special election� The ballot must
               be returned to the APGA office at least ten days prior to the election date in order to be counted.
        Section 6.   Proxy votes, voting privileges given to one member by another, will not be permitted�
        Section 7.   The election of district directors shall be held at least two (2) months prior to the annual meeting� Requests for
               nominations for district directors shall be mailed to each member� Nominations may be any active owner or
               employee of any active member who resides in that district�
        Section 8.   The elected Board of Directors shall take office immediately following the annual membership meeting.
        ARTICLE XII - VACANCIES
        Vacancies arising through death, resignation or other in the membership of the Board of Directors shall be immediately filled
        by the Board of Directors by majority vote at a meeting where a quorum is present� The director selected shall be chosen from
        the same geographic area that the retiring director represented and shall serve through the remainder of the term left vacant�
        Vacancies arising in the officers of APGA shall be filled immediately by the Board, from qualified members, with a three-fourths
        majority vote of the Board needed�
        ARTICLE XIII - FISCAL YEAR
        Section 1.   The fiscal year of APGA shall end the 31st day of December of each year.
        Section 2.   There shall be an annual compilation, review or audit by a Certified Public Accountant of the affairs of APGA. The
               examination method shall be at the discretion of the Board�
        ARTICLE XIV -AMENDMENTS
        Section 1.   The By-Laws may be changed, amended, supplemented or repealed with thirty (30) days’ notice as follows: The
               Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
               to a vote through a mail-in ballot of Active Membership� Proxy ballots will not be allowed� Written notice setting
               forth the proposed amendment or a summary of the changes to be effected thereby shall be provided to each
               member entitled to vote� The proposed amendment shall be adopted upon receiving at least two-thirds of the votes
               cast by the Active Membership�
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