APLA By-Laws (Updated 2009)


Article I - Name and Offices

This association (hereafter referred to as the APLA) shall be called the American Pointing Labrador Association and shall be a non-profit corporation organized and existing under the laws of the State of Illinois.

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or without the state.

Article II - Objectives and Purpose

The objectives and purpose of the APLA shall be:

  1. Identify, certify, and promote a strain of Labrador Retriever that points game as a natural act while retaining the Labrador's traditional superior ability to retrieve game on land and in water.
  2. Promote favorable national exposure for Pointing Labradors.
  3. Sponsor certification, intermediate, and master level tests to identify Pointing Labradors and to judge their abilities.
  4. Promote ethical and effective breeding and training of Pointing Labradors.
  5. Accumulate data, and where possible promote studies, which may help understand the genetic basis for the tendency of some Labradors to point game.
  6. Promote sharing of information and training among members of the APLA.
  7. In conjunction with, and in addition to the foregoing, to engage in any other lawful acts or activities for which corporations may be formed under the Illinois Not-For-Profit Corporations Act, provided the Articles of Incorporation are amended as necessary to provide authority to engage in such activity.

Article III - Membership Requirements

Section 1:

The corporation shall have a general class of members who must meet, on a continuing basis, the requirements set forth in these By-Laws. Most privileges of membership shall be limited to members who remain Members in Good Standing, as also set forth these By-Laws.

Section 2:

The Board of Directors shall have the authority to adopt a membership application and to revise that application as necessary in the determination of the directors. The Board of Directors shall have the authority to adopt a fee which is required to be submitted with the membership application. The form of the application and the fee required to be submitted with the application shall be adopted by a majority vote of the directors.

Section 3:

Membership in the APLA is on a year to year basis. All applicants for membership shall be required to submit a current membership application together with the current application fee. The application shall be signed indicating agreement to all clauses of the application. Completed membership applications shall be kept on file either by the Secretary or by the Treasurer of the APLA, and both the Secretary and the Treasurer will maintain current membership lists. Memberships will be considered active after the Secretary and the Treasurer have added the applicant to the current list of members. However, a membership application (renewal) from any member who is on probation or suspension must be accepted by an affirmative vote of the directors. An application from a past member of the APLA who has been expelled from the APLA will require an affirmative vote of the directors in order for the applicant to be accepted as a member in good standing.

Section 4:

All applicants for membership and all members of APLA must be in good standing with the American Kennel Club and  United Kennel Club.

Section 5:

The annual dues for members will be due January 1 of each calendar year. Any member who has not paid membership dues or is in arrears of any obligation to the APLA will not be considered a Member in Good Standing.

Article IV - Members

Section 1:

All members in good standing with the APLA shall be considered voting members. Each member in good standing shall be entitled to one vote in each matter submitted to a vote of the members.

Section 2:

Any complaints concerning members, received from either a member or a non-member, will be recognized by the Board. In addition, the Board of Directors, on its own motion, may file a complaint against any member. All complaints must be in writing and state with specificity the nature of the alleged misconduct. Such written complaints must be filed with the Secretary, or any officer of the APLA. In their absence, a complaint may be filed with any Director. The Board shall immediately acknowledge receipt of the complaint and forward a copy of the complaint to the member. The Board will with all due promptness convene to discuss the alleged issue. Any member whose actions are deemed through this process by a majority of the Board to be detrimental or counterproductive to the objectives of the APLA, or whose actions harm the image of the APLA, may be placed on probation, suspended or expelled. The Board, after consideration of the written complaint and providing the member and the complainant with the right to be heard, shall have the power to assess any of the following sanctions:

  1. Probation  (There may be some penalties, but there will be no suspension of all APLA membership privileges. There will be a clearly detailed warning of possible causes for suspension during the period of probation.)
  2. Suspension (Suspension of all APLA privileges for a fixed period of time.)
  3. Expulsion from the APLA. (Member Not in Good Standing)

Prior to making a decision on the complaint and assessing any penalty, the Board shall allow the complainant and the member to be heard on the matters contained in the complaint. The Board may, at its discretion upon a majority vote, allow the complainant and the member to be heard either at a special meeting of the Board called for such purpose, at a telephone meeting for such purpose, or upon written statements by the parties. The Board, upon motion made and passed, shall have the right to hear witnesses, either suggested by the complainant, the member, or believed by the Board to have relevant information. The Board, upon motion made and passed, shall have the right to limit the amount of time that each person is allowed to address the Board. The matters discussed at any hearing while deciding whether the complaint warrants assessment of some form of sanction shall be strictly limited to the matters contained in the complaint. However, in determining the nature of the sanction and penalties, the Board may consider any record of past sanctions. The Board may make rules and regulations for such hearings as it deems appropriate.

All written complaints must be filed with due promptness following the date(s) of the alleged misconduct. All such complaints must be accompanied by a $50 filing fee payable to the APLA. For an allegation of misconduct at an official function sponsored by the APLA, if at all possible, the written allegation of misconduct should be filed during the official function. The Board may establish fact finding committees for any official functions; such committees are to meet before the conclusion of the function, and are to investigate facts and interview witnesses concerning any alleged misconduct, and to report their findings of fact to the Board prior to any official hearings of the Board.

The Board shall have up to 60 days after receipt of the written complaint to deliver, in writing, its decision with respect to the complaint and to assess any penalties it deems appropriate. Such decision and penalty shall be approved by a majority of the members of the Board.

A member who is suspended or expelled from the APLA will not be considered a member in good standing until such member has been reinstated by official action of the board.

Any member who has been expelled may, by filing the same application and paying the same application fee as any prospective member, seek reinstatement of membership in the APLA at any time no earlier than a year from the date of the original expulsion. The Board may reinstate the expelled member upon a majority vote.

Section 3:

Any member may resign by filing a written resignation with the Secretary. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 4:

Membership in this association is not transferable or assignable.

Article V - Meetings of Members

Section 1:

The Board should from time to time schedule meetings of Members to provide information to the Members, to obtain feedback from the Members, and to promote the interchange of ideas and different points of view regarding APLA business.

Section 2:

All matters put to vote of the Members shall be conducted by Electronic and/or Mail ballot, and voting shall be limited to Members in Good Standing at the time of the vote. Procedures for election of Officers and Directors and procedures for voting on changes to the By-Laws are given below in Article VIII and Article XVII. Procedures for Members voting on any other matters shall be determined by the Directors prior to the balloting.

Article VI - Officers

Section 1:

The officers of the corporation shall be a president, a treasurer, and a secretary. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No two offices may be held by the same person or direct family member.

Section 2:

All officers shall be elected by the Members in Good Standing and must themselves be Members in Good Standing. In addition, no officer may be on Probation.  The term of  office shall be two calendar years, with successive re-election to the same office permitted only three terms. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in a manner herein provided. Election of an officer shall not of itself create contract rights.


Rules and regulations concerning nominations, election of candidates, and filling vacancies for the officer positions are described in Article VIII.

Section 3:

Any officer may be removed by a two thirds majority vote (6 ) of the Board of Directors whenever in its judgment the best interests of the APLA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4:

The President shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the corporation; he or she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person either by these Bylaws or by the Board of Directors. In general, he or she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. He or she shall preside at all meetings of the members and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, he or she may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

Any member elected President, or in the event of vacancy made President by action of the Board of Directors, must have served at least one full term on the Board of Directors at the time he or she becomes President.

Section 5:

The Treasurer shall be the principal accounting and financial officer of the corporation. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; (c) be a custodian of the financial corporate records; and (d) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine, with the cost of such bond paid by the APLA.

Section 6:

Within 60 days of the close of each Fiscal Year, the person who was Treasurer during that Fiscal Year shall provide to the Board a detailed written account of the status of the financial status of the corporation, including a detailed accounting of all receipts and all expenditures for the preceding Fiscal Year. At that time, the Board shall vote to accept or to reject the Treasurer's report, and at that time the Board will also vote on whether to schedule an audit of the financial records of the corporation. At the time of publication of the first Newsletter after the Treasurer's accounting is accepted, and in no case more than 60 days after the Board accepts the accounting, the Board shall provide the membership with a copy of the Treasurer's accounting for the preceding fiscal year.

Section 7:

The Secretary shall (a) record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the non-financial corporate records and of the seal of the corporation; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and (e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8:

No officer shall receive compensation for being an officer. Officers may receive such reasonable re-imbursement for expenses as is determined by the Board. An accounting of all such reimbursements shall be given in the Treasurer's annual report.

Article VII - Board of Directors

Section 1:

The affairs of the corporation shall be managed by or under the direction of its Board of Directors.

Section 2:

The number of directors shall be nine (9). The President, the Treasurer, and the Secretary shall all be directors. In addition, the most recent ex-President, if willing and able to serve and not otherwise by election a director shall be a director. The remaining five directors shall be elected by the Members in Good Standing, and shall hold office for two calendar years. Directors need not be residents of Illinois but must be Members in Good Standing of the Corporation and may not be on Probation during any part of their term of office

Section 3:

Meetings of the Board of Directors may be called by or at the request of the President or any two directors. Unless there is unanimous consent of all directors, all meetings will be by conference call. In the event of the absence of the President, the directors may by affirmative vote of 5 members present at the meeting elect a director present at the meeting to preside at the meeting. In the event of the absence of the Secretary, the directors may by affirmative vote of 5 members present at the meeting elect a director present at the meeting to record the minutes of the meeting.

Section 4:

Notice of intent to hold a meeting of the Board of Directors shall be given at least one week prior to the meeting; the notice shall include a list of topics to be discussed at the meeting. Additional topics may be introduced at a later time only by unanimous consent of all directors. The notice of intent to hold a meeting may include queries about suitable times for the meeting, but the person or persons calling the meeting must set a time at least two days before the meeting. Correspondence regarding the intent to hold a meeting, or the time of a meeting, will be via e-mail, using e-mail addresses specified by the individual directors.

Section 5:

Six members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than six members of the Board of Directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

Section 6:

The act of five of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, or by these bylaws. No Director may act by proxy on any matter. All votes taken must be recorded by the Secretary and reported in the minutes of the meeting.

Section 7:

A Director may resign at any time upon written notice to the Board of Directors. Any director may also be removed by a two thirds majority vote (6) of the Board of Directors whenever in its judgment the best interests of the APLA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 8:

If the most recent ex-President is not a Director by virtue of the third sentence of Section 2, Article VII, then the director's position reserved for the most recent ex-President shall be considered vacant. All vacancies in director positions will be filled as described in Article VIII.

Section 9:

No member of the Board of Directors shall receive compensation for being a director. Directors may receive such reasonable re-imbursement for expenses as is determined by the Board. An accounting of all such reimbursements shall be given in the Treasurer's annual report.

Section 10:

All Directors and Officers shall take office on January 1 of the first year of their term, or as soon thereafter as possible after their election. Their predecessors shall continue in office until the new directors or officers, or their appointed replacements, assume their new positions.

Article VIII - Elections, Nominations, and Vacancies of Officers and other Directors:

Section 1:

All Officers and two other Directors shall be elected in the fall of odd numbered years, for a two year term beginning on January 1 of even numbered years. Three non-officer Directors shall be elected in the fall of even numbered years for a two year term beginning on January 1 of odd numbered years. All candidates must be Members in Good Standing both at the time they are nominated and at the time they assume office and must not be on probation when they assume office. (Per By-Laws passed by Membership in 2003)

Section 2:

No candidate may accept a nomination for more than one position as an Officer, but a candidate may accept a nomination for a position as an Officer and a separate nomination as a candidate to be a Director.

Section 3:

For a candidate to be elected an officer of the organization, among all of the candidates nominated for that office who are in good standing and not on probation on January 1st, the elected candidate must have the greatest number of votes. That member, if any, meeting the same requirements and receiving the second highest number of votes will be designated the "first runner-up" for the office; such person will be the only person holding the designation of "first runner-up" for this office for the two year term of the office.

Section 4:

For a candidate to be elected a director of the organization (other than an officer), among all of the candidates nominated to be a director but who have not been elected to be an officer and who are in good standing and not on probation on January 1, the elected candidate must be one of the two nominees to be a director (in odd numbered years) or one of the three nominees to be a director (in even numbered years) who have received the greatest number of votes. That member, if any, meeting the same requirements and receiving the next highest number of votes, will be designated the "first runner-up" for a director's position; such person will be the only person holding the designation of "first runner-up" for a director's position until the January 1 following the next yearly election.

Section 5:

Tie votes for either a position as an officer, a director, or a runner-up, will be broken by vote of the outgoing Board of Directors.

Section 6:

Voting will be by Electronic and/or mail ballot. To vote a member must be in good standing at the time his vote is counted. Each Member in Good Standing may vote for one candidate for each of the regular offices on the ballot, and may vote for up to 2 candidates in odd numbered years and up to 3 candidates in even numbered years for the elected director positions.

Section 7:

To be nominated for a position as an officer or as a director, each candidate must provide a statement describing what their past involvement in APLA and similar organizations has been and explaining why he or she wishes to serve in the position and giving a list of 10 Members in Good Standing who support the nomination. The statement and the list of 10 supporting members must be provided to the Secretary in a manner and at a time to be determined by the Board of Directors. The length of the statement, the format of both the statement and of the supporting list of 10 members, as well as the mechanics of how the nominating statement and supporting signatures are to be provided, will be determined by the Board of Directors.

Section 8:

The nominating process and the election itself will be conducted by the Secretary under the general direction of the Board of Directors.

Section 9:

When the ballots are Electronically and/or mailed to the members, copies of the statements of all nominees, as well as their lists of 10 supporters, must be included in the ballot packet.

Section 10:

a. If Electronic ballet is sent out APLA will accept the count/results from the electronic ballet provider.

b. If mailed ballet is sent out the Secretary will be in charge of counting ballots. The ballot package must include full information about the date, time, and location where the ballots will be opened and counted, or instructions about how to obtain this information well in advance of the actual counting of the ballots. Any member in good standing will be free to attend and observe the opening and counting of the ballots.

c. APLA Board of Directors will vote to except the results of the election, to make it final.

Section 11:

In the event of a vacancy in any Officer's position or Board of Director's position, that person who has earlier been designated as "first-runner up" for the position will; if willing, able, and still meeting all eligibility requirements for the position, fill the position until the natural end of its term. Should there be no "first-runner up", or if the "first-runner up" is unavailable or ineligible for the position, the Board shall appoint a Member in Good Standing to fill the remainder of the term of the position; any such appointee must satisfy all requirements laid down in these bylaws for assumption of the position.

Article IX - Committees and Commissions

Section 1:

The Board of Directors, may designate one or more committees, each of which will consist of two or more Directors and such other persons as the Board of Directors designates. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it, him, or her by law.

Section 2:

Commissions or advisory bodies not having and exercising the authority of the Board of Directors in the corporation may be designated or created by the Board of Directors and shall consist of such persons as the Board of Directors designates. A commission or advisory body may or may not have Directors as members, as the Board of Directors determines. The commission or advisory body may not act on behalf of the corporation or bind it to any actions but may make recommendations to the Board of Directors or to the Officers of the Corporation.

Section 3:

Each member of a committee, advisory board, or commission shall be appointed for a fixed term of at most two years, and will continue as such unless the committee, advisory board, or commission shall be sooner terminated, or unless such member be removed from such committee, advisory board, or commission by the Board of Directors, or unless such member shall cease to qualify as a member thereof.

Section 4:

By action of the Board, one member of each committee, advisory board, or commission shall be appointed Chair.

Section 5:

The Board will appoint and maintain on a continuing basis an Auditing Advisory Board, chaired by a member of the Board of Directors, whose function will be to examine or audit, (or to oversee audits), of the financial records of the organization, and at least annually to report their findings to the Board of Directors.

Section 6:

Vacancies in the membership of any committee, advisory board, or commission may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7:

Unless otherwise provided in the resolution of the Board of Directors designating a committee, advisory board, or commission a majority of the whole committee, advisory board, or commission shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, advisory board, or commission.

Section 8:

Each committee, advisory board, or commission may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Section 9:

The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

Article X - Contracts, Checks, Funds and Gifts

Section 1:

The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2:

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation.

Section 3:

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4:

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Article XI - Books and Records

The corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

Article XII - Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Article XIII - Dues

Section 1:

The Board of Directors may determine from time to time the amount of application fee and annual dues payable to the corporation by members of each class.

Section 2:

Dues shall be payable in advance no later than the first day of January in each year for which they are due.

Section 3:

When any member of any class shall be in default in the payment of dues for a period of six months from the beginning of the period for which such dues became payable, his or her membership may thereupon be terminated by action of the Secretary or the Treasurer of the organization. No member who is in default of dues is a Member in Good Standing.

Article XIV - Notices

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or the bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Article XV - Indemnification

Section 1:

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2:

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3:

To the extent that a director, officer, employee, or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Section 4:

Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

Section 5:

Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.

Section 6:

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7:

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 8: If the corporation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote. Section 9:

For purposes of this Article, references to "the corporation" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

Section 10:

For purposes of this Article, references to "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.

Article XVII - Amendments

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Members of the Corporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

To alter, amend, or repeal the bylaws, or to adopt new bylaws, all three Officers of the APLA must receive via registered mail a petition which clearly gives the proposed changes in wording, as well as a brief statement supporting the proposed changes. The petition and supporting statement must be signed by 20 members in good standing, one of whom must be designated as the chief spokesperson for the group. The Board then has two weeks from the date of receipt to send via registered mail to the spokesperson a written response outlining the Board's reaction to the petition. The group then has one month from the date of receipt of the Board's response to amend the petition and the supporting statement as it sees fit, and to return the amended petition and supporting statement, (again with 20 signatures of members in good standing) via registered mail to any officer designated by the Board.

Once an amended petition and supporting statement are received by the Board, the Board then has three weeks to send out to the entire membership, via 1st class mail, copies of the amended petition, the supporting statement, and the names of the 20 supporting members. The Board should also include with this material a brief statement of its own outlining why it supports or opposes the changes, (or simply discussing pros and cons of the proposed changes). A simple "yes"/"no" ballot should also be included along with an addressed return envelope for the ballot. The required latest return date for receipt of the ballot must be 60 days from the membership mailing. All ballots received from members in good standing must be counted, and people who become members in good standing after the general mailing to members but before the 60 day deadline is up may request ballots, and such ballots must be counted if they are received by the appropriate deadline.

The Secretary will be in charge of counting ballots. The ballot package must include full information about the date, time, and location where the ballots will be opened and counted, or instructions about how to obtain this information well in advance of the actual counting of the ballots. Any member in good standing will be free to attend and observe the opening and counting of the ballots.

The changed wording will be accepted if a simple majority of the counted ballots have voted in favor of the changes.

Article XVII - Miscellaneous

Section 1:

The APLA name and logo are the property of the corporation and shall not be used without prior permission from the Board.

Section 2:

Upon the dissolution of the corporation, any assets left in the hands of the Treasurer, after payment of all debts and obligations of the corporation, shall be distributed equally between Pheasants Forever and Ducks Unlimited or the surviving organization.

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