APQA Bylaws

ARTICLE I - NAME, LOCATION, IDENTIFICATION AND DEFINITIONS
Section 1. Name
The name of this organization shall be the Arizona Power Quality Association (APQA), a not-for-profit membership corporation chartered under the corporation laws of the State of Arizona on September 23, 1991. APQA obtained its tax exempt status - prescribed in the U. S. Internal Revenue Code, Section 501 C(6) - as issued by determination letter of the Internal Revenue Service on March 4, 1992.

Section 2. Abbreviation and Logo
The full name of the organization may be shortened for expedience in periodicals, publications, and other printed matter or communications by using the four letters APQA. The approval and manner of use of both the full name, ARIZONA POWER QUALITY ASSOCIATION, as well as the official logo (noted above) and other registered identification marks of the organization, shall be as prescribed by the APQA Board of Directors.

Section 3. Definitions
As used herein, "Board of Directors" (also referred to as "the Board") shall mean all of the current officers of the Arizona Power Quality Association.

ARTICLE II - MISSION STATEMENT
The Arizona Power Quality Association is a professional association of individuals and companies dedicated to enhancing the general understanding of the technical aspects and importance of the field of power quality. This mission will be accomplished by achieving the following objectives:

1. Provide a forum for the exchange of information between APQA members;
2. Educate the APQA membership in all facets of power quality;
3. Provide the community with a source of technical and general information on power quality concerns;
4. Promote professional and social interaction among those interested in this field;
5. Identify and address specific power quality issues for the benefit of APQA members;
6. Interact with other professional organizations on topics germane to the mission of APQA.

ARTICLE III - USE OF FUNDS
APQA shall use its funds only to accomplish the purposes stated in Article II. Income from all its activities shall accrue solely to APQA. No funds or income shall inure to the benefit of, or be distributed to, members of APQA.

ARTICLE IV - MEMBERSHIP
Section 1. Active Member Classifications
An Active Member shall be defined as any member who is:

1. current in dues; and
2. a member in good standing; and
3. has not resigned from the organization.

Active Individual Member: An individual involved in plant/facilities (engineering, management, operations, administration), use, protection or design of electrical power systems, the production of electrical power, or education related to the same.

Student Member: An individual enrolled as a full-time student in an accredited institution of higher learning who intends to pursue a career which would involve or interface with plant/facilities, use, protection or design of electrical power systems, the production of electrical power, or education related to the same.

Active Organization Membership: Any firm, corporation, institution, or association which promotes or adheres to the APQA purposes and objectives. Policies governing the participation of organization members shall be as determined by the APQA Board of Directors.

Section 2. Inactive Members
An Inactive Member shall be defined as any individual or organization who is not current in dues but who has not resigned nor been removed from APQA. Inactive Members shall forfeit all rights and privileges of membership until reinstated as Active Members.

Section 3. Non-Members
A Non-Member shall be defined as anyone:

1. who has not been accepted as an active member; or
2. who has resigned from APQA; or
3. who has been an inactive member for more than 12 months; or
4. who has been removed in accordance with Article IV, Section 6.

Section 4. Application for Membership
All applicants shall complete and sign the official membership application provided by APQA, and submit it to the Vice President of Membership of APQA, along with required fees.

Section 5. Acceptance of Membership
Membership applications shall be reviewed for completeness by a Board Member who shall recommend all memberships complying with APQA rules to the Board of Directors as a group. Membership may be granted by the Board of Directors after review of the application. Should the Board of Directors be uncertain, as to whether or not membership should be granted, the application shall be presented to the active membership. The Board of Directors may only deny membership without a vote of the membership when the membership application does not comply with the APQA rules or when Section 6 removal would apply.

The presiding officer shall ask for any objections to the membership from the active members present at the meeting. If no objections are raised, a simple majority vote of active members present shall be required for acceptance of the membership application.

If an objection is raised by an active member, the presiding officer shall afford anyone attending the meeting to answer or rebut such objections. Upon completion of arguments, a simple majority vote of the active members present shall be required for acceptance of the membership application.

Section 6. Removal
Members of any category may be removed from membership of APQA for cause by a three-fifths vote of the Board of Directors. Sufficient cause for removal shall be:

1. violation of these Bylaws; or
2. conviction in any civil or criminal court of law; or
3. participation in any activity on the part of the member which the Board determines is not in the best interest of APQA.

The Board of Directors shall afford "due process" to anyone affected by this section before a removal vote is taken. The procedure for removal of a member shall be as follows:

1. Any Active Member (including officers) of APQA may submit a written complaint to the Vice President of Membership naming the member to be considered for removal and stating complete reasoning for such removal.
2. The Vice President of Membership shall submit copies of the complaint to all members of the Board and to the member recommended for removal within 10 days of the receipt of the complaint.
3. The President shall convene a special meeting of all Board members within 20 days of receipt of the copy of the complaint from the Vice President of Membership. The President shall notify the member who is the object of the complaint in writing of the date, time and location of the special meeting of the Board.
4. The member recommended for removal:
   1. may attend the special meeting of the Board to present a verbal and/or written rebuttal to the charges;
   2. may request that the accusing member be present at such meeting; and
   3. may question the accusing member concerning items contained in the complaint before the Board at the meeting.
5. Upon completion of the hearing, the Board of Directors shall immediately, by secret ballot, vote FOR or AGAINST removal of the accused member. A three-fifths vote of the Board FOR removal shall be required to remove the member.
6. If the vote results in removal, the Vice President of Membership shall remove the name of the member from the membership list. In accordance with Article VI, Section 4, no dues or fees shall be refunded to the removed member.
7. A removed member may re-apply for membership in accordance with Article IV, Sections 4 and 5, no less than one year after the date of the removal vote.

Section 7. Resignation
Any member may resign at any time for any reason. A member wishing to resign shall notify the Vice President of Membership who shall remove such member from the Active Member list. No dues or other fees will be refunded to any member who resigns for any reason.

ARTICLE V - HONORS AND AWARDS
The Board of Directors may establish, promulgate, and bestow certain honors, awards, and other forms of non-monetary recognition on behalf of APQA to members and/or non-members, including organizations, as may be identified from time to time.

ARTICLE VI - DUES AND FEES
Section 1. Establishment of Dues
Dues and application fees for all categories of membership shall be as established by the Board of Directors and amended from time to time.

Section 2. Payment of Dues
Applicants for membership in APQA must submit annual dues in full with their membership application. If the applicant is rejected for any reason, a full refund shall be made to the applicant.

Renewing Active Members must pay their annual dues in full no later than 30 days after the start of the dues period (membership year).

Inactive Members wishing to be reinstated must pay their annual dues in full prior to being designated as an Active Member.

Section 3. Delinquency and Cancellation
Any member of APQA who is delinquent in dues for the specified period by the Board of Directors shall be notified of such delinquency by the Vice President of Membership and thereupon shall be designated as an Inactive Member.

Section 4. Refunds
No dues or other fees shall be refunded to any member whose membership is terminated for any reason.

Section 5. Dues Period
The dues period (membership year) shall be from January 1st through December 31st.

Section 6. Use of Dues and Fees
Annual dues collected from members shall be used for:

1. expenses related to reproduction and mailing of official APQA correspondence and meeting notices;
2. fees and reasonable expenses for "expert speakers" who are invited to address regular or special meetings of APQA. Such expert speakers shall not be Active Members of APQA at the time that they address a regular or special meeting of APQA;
3. honors and awards;
4. advertisements or announcements which would benefit APQA;
5. other expenditures deemed necessary by the Board of Directors and which further the purposes of APQA set forth in Article II.

Meeting fees shall be collected at or prior to regular or special meetings of APQA if the meeting notice stipulated such fees. Meeting fees shall be used only to cover the cost of room rental, refreshments, incidental items directly related to the meeting, and any related taxes and gratuities. Over-collection of meeting fees shall be deposited in the general account of APQA. Under-collections shall be supplemented by the general account.

ARTICLE VII - MEETINGS OF MEMBERS AND VOTING
Section 1. Regular Business Meetings
The place, date, time, frequency and format of Regular Business Meetings of APQA shall be as determined by the Board of Directors.

Section 2. Special Meetings
Special meetings of APQA may be called by the Board of Directors at any time or shall be called by the President upon receipt of a written request by 10% of the Active Members.

Section 3. Notice of Meetings
Notice of regular or special meetings of APQA shall be distributed to the active membership.

Section 4. Admission to Meetings and Registration
All regular meetings of APQA shall be open to Active Members, Inactive Members and Non-Members.

Special meetings of APQA shall be open to Active Members only.

Admission to regular or special meetings of APQA shall be conditional upon payment of any meeting fee, if such fee was stipulated in the meeting notice.

At all regular or special meetings of APQA, a person shall be considered registered for the meeting upon signing the attendance roster and payment of the meeting fee, or, if no fee is to be collected, upon signing of the attendance roster.

Section 5. Quorum of Members
At a regular or special meeting of members, a quorum shall consist of at least 10 Active Members in order for business to be conducted at said regular or special meeting.

Section 6. Voting at Meetings
At all APQA meetings of the general membership, only Active Members may vote. Each Active Member shall have one vote and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a simple majority vote of those Active Members present and voting shall govern.

Section 7. Proxy Voting
No proxy votes shall be allowed in any APQA vote.

Section 8. Voting by Mail
Proposals to be offered to the Active Members for a mail vote, excepting election ballots, shall first be approved by the Board of Directors. Wherein a proposal has been endorsed by 10% of the Active Members, Board approval shall not be necessary. On any mail vote, except as otherwise provided in these Bylaws, a majority of those Active Members voting shall determine the action.

Section 9. Cancellation of Meetings:
The Board of Directors may reset the date of any Regular Business Meeting for cause upon at least 3 days notice to the membership.

ARTICLE VIII - BOARD OF DIRECTORS
Section 1. Authority and Responsibility
The Board of Directors shall be the governing body of APQA. It shall have supervision, control and direction of the affairs of APQA including its committees. It shall determine its policies and shall actively pursue the APQA Mission, Objectives and Purpose. The Board may adopt such rules and regulations for the conduct of its business subject to the provisions of applicable law and these Bylaws.

Section 2. Composition
The Board of Directors shall consist of all of the current elected officers of APQA, plus the Immediate Past-President. The elected officers of APQA shall be:

• President
• Vice President
• Secretary
• Treasurer

Section 3. Qualifications
All members of the Board must be Active Members of APQA. Elected members of the Board shall be nominated and elected to the Board in accordance with Article X.

Section 4. Term of Office
Elected members of the Board shall serve a one-year term of office commencing on the first day of the administrative year following their election. Members of the Board shall vacate their offices on the last day of the administrative year following their election unless otherwise prescribed in Article VIII, Section 5.

Section 5. Succession
Upon completion of his term(s) of office, the President shall automatically succeed to the Immediate Past-Presidency.

Section 6. Re-Election
Elected officers, having served one term, shall be eligible for re-election to the same office or shall be eligible for nomination and election to any other elected office, providing such person meets the qualifications set forth in this Article.

Section 7. Vacancies and Removal
Vacancies in any office except Immediate Past President shall be filled by appointment for the balance of the term by a vote of the Board of Directors within 30 days of the vacancy. The Board may remove any member of the Board for cause in accordance with the procedures set forth in Article IV, Section 6.

Section 8. Compensation
No member of the Board shall receive any income from APQA.

Section 9. Duties of Officers
The President shall be the chief elected officer of APQA; chair the Regular Business Meetings; serve as a member ex-officio, with right to vote, on all committees except the Nominating and Elections Committee; make all required appointments of standing and special committees; communicate to the members about matters and make suggestions as may promote the welfare and increase the usefulness of APQA; perform other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors. Upon completion of his or her elected term, the President shall succeed to the Immediate Past Presidency.

The Vice-President shall perform duties as designated by the President; perform the duties of the President in the event of the President's inability to serve; chair the Programs and Technical Information Committee.

The Immediate Past-President, who automatically succeeds to this office from the Presidency, shall perform duties as designated by the President and shall serve in an advisory capacity to the Board of Directors.

The Secretary shall maintain the latest version of these bylaws; keep written records of the Board of Directors meetings and transactions of APQA; maintain the current mailing list of all active members of APQA; distribute meeting notices to all active members; promote membership growth and retention; perform other duties as designated by the President.

The Treasurer shall collect membership dues and fees; maintain proper accounting procedures for the handling of APQA funds; report on the financial condition of APQA when directed by the President or Board of Directors and the last meeting of the year of the membership; chair the Budget and Finance Committee; perform other duties as designated by the President.

Section 10. Meetings of the Board
A regular meeting of the Board of Directors shall be held no less than twice during each administrative year, at the time and place prescribed by the President, to review APQA objectives, progress in achieving those objectives, financial status of the organization, and any other matters deemed germane to the interests of APQA. Meetings of the Board shall not be required to be open to the general membership. Notice of these meetings shall be made not less than 15 days before the meeting is held. Special meetings of the Board may be called by the President or at the request of any officer. Notice shall be made to each member of the Board not less than one week before a special meeting is held.

At any meeting of the Board of Directors, a majority of the members of the Board shall constitute a quorum for the transaction of business and any business thus transacted shall be valid.

Meetings shall be conducted according to Article XIII, Rules of Order. The Board may, with proper notice, conduct meetings by conference telephone call, teleconference, or any similar vehicle.

Each Board member shall have one vote. Delegation of voting privilege through any means shall not be permitted.

Action taken by a mail ballot of the members of the Board, in which a majority indicate them selves in agreement, shall constitute a valid action of the Board.

Any elected officer or director who shall have been absent without just cause from two consecutive regular meetings of the Board shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided in Article VIII, Section 7 of these Bylaws.

ARTICLE IX - STANDING AND SPECIAL COMMITTEES
Section 1. Composition:
The Standing Committees of APQA shall be:

• Nominating and Elections Committee
• Budget and Finance Committee
• Programs and Technical Information Committee

The Nominating and Elections Committee shall be comprised of at least three active members of APQA. The President shall solicit volunteers to serve and shall appoint members and a Chairman (who may also be the Immediate Past-President) to serve on the committee. Committee members shall serve during the administrative year that they are appointed, and may serve in consecutive administrative years.

The Budget and Finance Committee shall consist of all of the Officers defined in Article VIII, Section 2. The Treasurer shall serve as the Chairman. Committee members shall serve during the administrative year in which they are elected.

The Programs and Technical Information Committee shall be comprised of at least three active members. The President shall solicit volunteers to serve and shall appoint members to serve on the committee. The Vice President shall be Chairman. Committee members shall serve during the administrative year that they are appointed and may serve in consecutive administrative years.

Special committees, ad hoc committees, working groups, and task forces shall be formed and appointed by the President as deemed necessary to accomplish the objectives of APQA, provided that they are not in conflict with other sections of these Bylaws. Membership on special committees shall not be limited to active APQA members. Special committees shall be disbanded after their stated objectives have been accomplished.

Section 2. Duties of Committees:
The Nominating and Elections committee shall: verify the qualifications of all candidates for elected office; nominate candidates from among the active membership; administer all elections; perform other duties related to nominations and elections as designated by the President from time to time.

The Budget and Finance Committee shall: recommend to the Board, in advance of the next fiscal period, an operating budget covering the anticipated activities of APQA; recommend membership dues for the next fiscal period; perform other duties related to budget and finance as designated by the President from time to time.

The Programs and Technical Information Committee shall: determine and administer the programs for all regular meetings during the administrative year; solicit and distribute technical information to the membership; review all technical information released by APQA to other technical organizations or the general public; perform other duties related to programs and technical information as designated by the President from time to time.

ARTICLE X - NOMINATIONS AND ELECTIONS
Section 1. Nominations for Office
The Nominating and Elections Committee shall solicit at least one nomination from among the Active Members for each elected position. The nominating process shall be completed no later than the November meeting each year. The Nominating and Elections Committee shall verify candidate qualifications and shall submit its recommendations to the Board. Each candidate nomination shall be accompanied by certification from the nominee of willingness and ability to serve. For nomination of any candidate for elected office, the candidate shall meet the Active Member qualifications described in Article IV, Section 1.

Upon receipt of the list of nominees, the President shall direct the Nominating and Elections Committee to print ballots containing the names of each elected office and the nominees for each office in time for the last regular meeting of the administrative year.

Section 2. Elections of Officers
Elections of Officers shall take place at the last regular meeting of the administrative year. The Nominating and Elections Committee shall distribute ballots to all Active Members of APQA at the last meeting.

Each Active Member in attendance at the meeting shall be eligible to vote once for each office. Members of the Nominating and Election Committee shall distribute, collect and tabulate election results. The candidate receiving the highest number of votes for a given office shall be declared elected. Results of the election shall be announced to the membership by the Chairman of the Nominating and Elections Committee.

In case of a tie vote for any particular office, additional ballots shall be cast by the Active Members for that office until one of the candidates receives the most votes.

Those elected will assume their offices on the first day of the administrative year following the election.

The President may waive the requirement for a vote by ballot for any and all offices for which there is only one candidate. In such cases, the nominee(s) for uncontested offices shall be declared elected upon acclamation by voice vote of the majority of Active Members in attendance at the meeting.

ARTICLE XI - ADMINISTRATIVE YEAR
The Administrative Year shall be the calendar year (January 1 - December 31).

ARTICLE XII - FINANCE
Section 1. Fiscal Dues and Periods
The fiscal period shall be March 1 through the last day of February.

Section 2. Budget
With recommendations of the Budget and Finance Committee, the Board shall adopt an annual operating budget covering all activities of APQA, in conjunction with its strategic and operating plans, between January 1 and the last day of February.

Section 3. Audit
The accounts of APQA shall be audited not less than annually by a qualified person who shall be appointed by the President with the approval of the Board of Directors. The Treasurer shall furnish the membership, within 30 days following receipt of the audit, a summary financial report for the fiscal period just ended.

ARTICLE XIII - RULES OF ORDER
The rules contained in the current edition of ROBERT'S RULES OF ORDER shall govern the conduct of all meetings of APQA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any rules adopted by the APQA Board of Directors.

ARTICLE XIV - INDEMNIFICATION
APQA shall indemnify, hold harmless, and/or defend: all current and former officers, and members of the Board of Directors (as defined by these Bylaws) against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding - to the extent permitted by law - in which they are made parties, or a party, by reason of having been an officer or Board member, except wherein adjudged liable for willful misconduct in the performance of duty.

ARTICLE XV - DISSOLUTION
On dissolution of APQA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.

ARTICLE XVI - AMENDMENTS
Section 1. Proposing
Amendments to - or repeal of - these Bylaws may be proposed by:

1. the Board of Directors on its own initiative;
2. written petition signed by 25% of the voting members addressed to the Board.

Section 2. Approval
Amendments to - or repeal of - these Bylaws shall be approved upon a two-thirds vote of the voting Active Members.

January 10, 1992 - Original

February 21, 1996- Revised