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ALABAMA PROPANE GAS ASSOCIATION                                                                       PAGE 9


              Section 2.     The Board of Directors of the Corporation shall consist of the following:
                             (A)    The Officers;
                             (B)    The District Directors;
                             (C)    The immediate Past President;
                             (D)    The NPGA State Director for Alabama; and
                             (E)    The Supplier Director.

              The Officers of the Corporation shall be a President, Vice President, and Secretary/Treasurer.

              Section 3.     There shall be one district director elected in each district of the state by a majority vote of the Active
              members of that district. Said director must reside in that district.

              Section 4.     The immediate past President of the Corporation shall be director at large from the State. In the event
              that the immediate past President cannot fill this position, then it shall revert to his predecessor.

              Section 5.     The NPGA State Director will become a member of the Board of Directors of the Corporation upon
              notification to the Corporation of his election by the NPGA.

              Section 6.     The Supplier Director shall be elected from the Corporations Active-Supplier membership by a majority
              vote of Active-Supplier members present and voting at a meeting called for that purpose.

              Section 7.     Any member of the Board of Directors who shall be absent from two (2) consecutive regular meetings
              of the Board without being excused by the vote of the Board, shall be deemed to have resigned his office as a member
              of the Board, such vacancy to be filled in accordance with these By-Laws.

              Section 8.     A majority of the members of the Board of Directors shall constitute a quorum at any regular or special
              meeting.

              Section 9.     The Board of Directors shall meet at least three times a year, one of which shall be in conjunction with
              the Annual Convention. Attendance at Corporation and District meetings may be board members, Executive Director,
              members, employees of members, guests of members and invited guests.

              Section 10.    A special meeting of the Board of Directors may be called by the President or by a majority of the Board
              at any time by serving each member of the Board with a written notice at least five (5) days prior to the hour and place
              set for said special meeting. Additionally, the President may call a special conference call meeting of the Board of
              Directors to address emergency issues by giving each Board member 24 hour's notice by telephone, fax, or mail.

              Section 11.    Special meetings shall be called by the President at any time upon written request of at least one-third
              (1/3) of the membership of the Corporation, stating the reason for the call. Notice of the time and place of any such
              meeting shall be sent, not less than ten days prior to such meeting, to every Active member, stating the business to be
              transacted at such meeting. No other business shall be transacted.

              Section 12.    The administration and management of APGA shall be delegated to a salaried staff head, appointed
              by the Board of Directors. This person shall have the title of Executive Director. The Executive Director shall employ and
              may terminate the employment of members of the staff as necessary to perform the work of APGA. The Executive
              Director shall administer, manage and coordinate all functions of APGA and perform such other duties as may be
              designated by the Executive Committee under direct supervision of the President.

              ARTICLE VI - MEMBERSHIP

              Section 1.     Active membership shall be available to:

                             (A)    Retail Marketer - any propane gas dealer in good standing holding a class "A" permit issued
                                    by the Alabama LP Gas Board, whose business and ethical standards meet with the approval
                                    of the Board of Directors of the corporation, subject to additional membership requirements
                                    consistent with the sections contained in this article.
                             (B)    Supplier - Any individual or company in good standing having any income from an interest
                                    allied or related to the propane gas industry and whose business and ethical standards meet
                                    with the approval of the Board of Directors of the corporation.

              Any eligible applicant may become an active member by making written application for such membership on a form to
              be supplied by APGA, upon approval by the Board of Directors and the payment of the appropriate dues as determined
              by the Board of Directors.
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