Bylaws

APIC operates under bylaws, which are periodically reviewed by the Executive Director and Board of Directors.

1.     Establishment of the Association

1.1.Name: The name of the organization shall be the Association of Professional Investment Consultants, Inc. (hereinafter referred to as “APIC”).

1.2.Purposes: The purposes of APIC shall be to engage in any lawful act or activity for which corporation may be organized in the State of Texas. The specific purposes are:

1.2.1.To provide a forum for open exchange of ideas between Morgan Stanley financial advisors related to investment strategies, client solutions, practice management, education and organization.

1.2.2.To set standards in these areas.

1.2.3.To facilitate advocacy for these standards through approved channels and act as a resource within the firm to develop long term strategies necessary to accomplish the firm’s goals.

1.3.  Office: The principal office of APIC shall be at a location designated by the Executive Board.

2.     Membership

2.1.Qualifications for Membership: All members must be employees of Morgan Stanley. The Board of Directors may confer membership upon other persons who share a desire to support APIC and participate in its activities. The minimum requirements to qualify for membership shall be established by the Board of Directors and set forth on the APIC website.

2.2.Membership Classes: The organization will recognize two membership classes: Financial Advisor members, and Firm Management members. Firm Management members do not have voting privileges. Additional subclasses may be defined and set forth on the APIC website. Voting members shall be eligible to cast one vote in association elections.

2.3.Election of Members: Election to membership shall be upon written application in a form established by the Board of Directors.

2.4.Duration of Membership: All members, other than those who have failed to discharge their financial obligations to APIC, will be deemed to be members in good standing so long as they otherwise discharge all the obligations of membership.

2.5.Non-Payment of Dues/Fees: Members who have not paid dues and/or fees within 30 days of due date will be automatically put on probation. Members on probation will not be entitled to vote, hold office, chair or serve on committees nor receive any membership benefits. If after another 30 days the invoice(s) remain unpaid, the member shall automatically be terminated.

2.6.Termination for Cause: The Executive Committee, by majority vote, may suspend or expel a member for cause after an appropriate hearing. The decision of the Executive Committee may be appealed to the Board of Directors by the suspended member. The BOD, by a two-third (2/3) majority vote of those Directors at a meeting at which a quorum is present, may uphold or overrule the Executive Committee’s decision.

2.7.Resignation: Any member may resign by filing a written letter of resignation with the APIC Secretary/Treasurer, but such resignation shall not relieve the resigning member of any financial or other obligations due APIC prior to resignation.

2.8.End of Employment: Any member who is no longer employed by Morgan Stanley will be immediately removed as a member, and is not entitled to any refund, but will be forgiven of any outstanding membership dues.

2.9.Conduct: All APIC members and participants are expected to conduct themselves in a professional manner, in compliance with all Morgan Stanley personnel and corporate policies. Non-compliance may result in the immediate dismissal from participation and/or membership in the organization. In the event that a conduct complaint occurs, the following procedure will be followed.

2.9.1.The executive director should be immediately notified.

2.9.2.The executive director will notify the executive board.

2.9.3.The executive board will notify Morgan Stanley Human Resources.

2.9.4.Morgan Stanley Human Resources will make a determination and execute any required actions. APIC will uphold the determination.

2.10.Reinstatement: Upon a written request signed by a former member and received by the Secretary/Treasurer, the Executive Committee by majority vote may reinstate such former member upon such terms and conditions as the Executive Committee may deem appropriate. The member seeking reinstatement may appeal the Executive Committee decision by written letter addressed to the Board of Directors. The appeal will be heard at the next regularly scheduled board meeting at which time it will be presented, and the decision of the Executive Board may be overturned by a two-thirds vote.

2.11.Transfer of Membership: Memberships are neither transferable nor assignable.

3.     Dues, Fees and Assessments

3.1.Dues: The Executive Committee shall recommend each year to the Board of Directors the amount of dues to be paid to APIC by each membership classification. The Board shall consider and adopt the dues amounts, and may choose to implement them at any time.

3.2.Fees and Assessments: The Executive Committee may establish special fees and assessments to be paid (in addition to dues) for participation in APIC programs.

4. Meetings

4.1.Annual Meeting: An annual meeting of the members shall be held at the annual Association conference, or at a place and time selected by the Executive Committee. Should the meeting need to be held separately from the annual conference, the membership shall be notified a minimum of 45 days in advance.

4.2.Board of Directors Meetings: The Board shall hold at least two regular meetings each year and special meetings in person or by conference call as required. The place and time for the meetings shall be determined by the Executive Committee. In addition, the Board of Directors may have periodic telephone meetings regularly scheduled on dates and times determined by the President.

4.3.Special Meetings: Special meetings may be called by the President, the Board of Directors, or by a petition signed by not less than 25% of all voting members and delivered to the Secretary/Treasurer. The place and time of the meeting shall be determined by the Executive Committee. If called by petition, the petition must include the date of the meeting, purpose and meeting location. The meeting date for petitions must not be more than 15 days following the date the petition is received by the Secretary/Treasurer. The purpose of special meetings must be stated in the meeting notice, and only those subjects delineated in the notice may be discussed at the meeting.

4.4.Minutes: Board meetings will be recorded and stored as official record. Action notes may be taken in addition as means to index meeting content, however any recording will stand as the official record.

4.5.Notice: Regularly scheduled meetings of the Board of Directors shall require no further notice. However, meeting agendas must be provided at least five (5) days prior to the meeting. Notices for special meetings must be provided by mail or e-mail at least ten (10) days prior to the meeting if the meeting will be by conference call. If mailed, such notice will be deemed to have been delivered when mailed Certified Return Receipt and deposited in the U.S. Mail, addressed to the member’s address as it appears on the records of the Association, with postage thereon prepaid. Notices for live special meetings require at least twenty (20) days notice. The notice will include the purpose of the meeting; therefore, no agenda will be required. For any meeting at which all Directors are present, notice of meeting can be waived.

4.6.Quorum: At all meetings of the general membership, ten percent (10%) of the members eligible to vote will constitute a quorum. In the case there is less than this number present, the President (presiding officer) may adjourn the meeting until such time that a quorum is attained. At meetings of the Board of Directors, a majority of those Directors currently serving shall constitute a quorum and Board action shall require a majority vote of those members present. Attendance by telephone is permitted provided all those participating by telephone can hear each other.

5.     Officers

5.1.Officers: The officers of APIC shall be the President, President-Elect, Secretary/Treasurer and Past-President.

5.2.Term of Office: The officers shall serve for no more than two consecutive terms of approximately one year. Terms begin on January 1 and end on December 31.

5.3.Vacancies: Should an officer leave the position for any reason, the President shall appoint a replacement from among the Directors then serving with the advice and consent of the Board. Should the President leave office, the President-Elect shall fill the office of President for the balance of the term plus the following year.

5.4.Duties of The President: The President shall be the principal officer of the Association. Subject to the direction and consent of the Board of Directors, the President shall be in charge of the business of the Association: to see that resolutions and directions of the Board are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board; and, in general, discharge all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. The President shall appoint board members as committee chairs with the advice and consent of the Board and shall assist the chairmen in developing the committee memberships, setting goals and executing programs. The President 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 Association or a different mode of execution is expressly prescribed by the Board or these bylaws, the President may execute for the Association any contract obligations which the Board has authorized to be executed, and may accomplish such execution either individually or with the Secretary, or any other officer thereunto authorized by the Board according to the requirements of the form of the

5.5.Duties of the President-Elect: The President-Elect shall assist the President in the discharge of duties as the President may direct and shall chair the Nominating committee. In the absence of the President, or, in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President and in so acting shall have all the powers of the President.

5.6.Duties of the Past-President: The Past-President shall provide continuity to the organization. The Past-President shall assist the President in any manner requested by the President.

5.7.Duties of the Secretary/Treasurer: The Secretary/Treasurer will be responsible for all accounting functions and will be the primary financial officer and records keeper of APIC. The Secretary/Treasurer shall: (a) maintain financial records, (b) report on the organization’s financial status to the Board of Directors; (c) Record the minutes of the members’ and of the Board of Directors’ meetings; (d) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (e) be custodian of the Association records; (f) sign with the President, or any other officer authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the Board of Directors or these bylaws; (g) perform any other duties which from time to time may be assigned to the Secretary/Treasurer by the President or by the Executive Committee. With the advice and consent of the Board of Directors, the Secretary/Treasurer may designate an Assistant and/or professional to assist in these duties.

6.     Board of Directors

6.1.General Powers: The affairs of the Association shall be managed by the Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the association.

6.2.Number: The Board of Directors shall consist of no less than twelve (12) nor more than fifteen (15) including the following officers: the President, the President-Elect, the Past-President and the Secretary/Treasurer. 

6.3.Eligibility: No director may be elected to serve on the Board of Directors who is an immediate family member, or business partner of a currently serving board member. All Directors must be voting members of APIC in good standing.

6.4.Term of Office – Directors: The term of office for all Directors will be three (3) years, beginning January 1 of the year following the election. No Director may serve more than two consecutive elected terms for a total of six (6) years. A Director may then be re-elected to the Board after being off the board for one full term of three (3) years. The original term of a Director is suspended while serving as an Officer.

6.5.Term of Office – Officers: After serving as an Officer, Directors may at their own discretion serve the remainder of their original term as a Director. Directors without a term remaining are granted a 1-year extension to continue serving as a Director if they so choose. Officers who are removed are not eligible for the extension. This extra year shall not count against the maximum number of serving board members as per section 6.2.

6.6.Compensation: The Directors shall receive no compensation. However, the Directors shall be reimbursed for reasonable expenses which they may incur in their duties as Directors of APIC. It is the responsibility of any Director to receive authorization in advance from the Treasurer before incurring any expenses.

6.7.Directors-at-Large: The President, with the consent of the BOD, may appoint members that exhibit leadership qualities to be Directors-at-Large to serve for a special purpose. Such Directors-at-Large shall have voice but no vote at Board of Director meetings.

6.8.Vacancies: Any vacancies on the Board of Directors shall be filled by appointment of the President, with the consent of the Board of Directors. Appointees shall serve until the end of the term of the Director being replaced.

6.9.Removal of Directors: Directors may be removed with or without cause at any regular or special meeting of the membership by a two/third vote of the members present, if the members present constitute a quorum. Notice of the meeting must be given no less than 7 days prior to the date of the meeting. The notice of the meeting must state that the purpose is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at such meeting. Directors may be removed from the board without prior notice for missing 3 consecutive regularly scheduled board meetings without cause or notice to the board of directors.

6.10.Meeting Attendance: Board members are expected to attend all regularly scheduled meetings, as well as those meetings that are properly noticed as per these bylaws. Any board member that misses three (3) regularly-scheduled or properly-noticed meetings per calendar year shall be removed from the Board of Directors. Meetings missed as a result of a documented emergency due to a medical issue by the member or their immediate family that occur within 24 hours of the meeting shall be excused from this rule. During the meeting at which the last absence occurs, and only at that meeting, the Board of Directors with the motion of any member in good standing may vote to grant a one (1) meeting extension to this policy on behalf of the absent member.

6.11.Leave of Absence: Board members that are unable to meet the requirements of service for a limited time may request a leave of absence. Leaves of absence may not be for more than 90 days. A leave of absence request may be made directly with the executive committee, who shall approve or deny the request in executive session, and file notice with the secretary. During the absence, the board member will be removed from the board rolls. Quorum and majority requirements will be adjusted accordingly to reflect one fewer board member. A leave of absence will not extend the member’s term. A Leave of Absence may not be applied retroactively. Only two members of the board may be granted a leave of absence at any one time.

6.12.Removal of Officers: An officer may be removed from office with or without cause by a majority vote of the Board. Such removal shall be without prejudice to the rights, if any, of the person(s) removed. Removal of the President shall require a super-majority of 75% of the Board.

6.13.Resignation: A Director may resign at any time by written notice to the President Secretary/Treasurer or Board. The resignation shall be effective when delivered unless a different date is specified.

6.14.Morgan Stanley Firm Liaison: The President, with the advice and consent of the Board of Directors, may identify an appropriate executive(s) of the Morgan Stanley to serve as liaison with APIC. While serving, the representative(s) shall be invited to attend APIC board meetings; the firm representative will have voice but no vote at said meetings.

7.     Executive Committee

7.1.Executive Committee Members: The Executive Committee shall consist of the President, President-Elect, Secretary/Treasurer, and the Past-President and such Directors that the President deems appropriate. The President shall chair the Executive Committee.

7.2.Powers: Reporting to the Board of Directors, the Executive Committee shall run the day-to-day operations of the Association to the extent permitted by law. The Committee shall plan all meetings of the Board of Directors and direct the preparation of reports to be presented at Board of Directors meetings. The Committee shall critique the budget prepared by the Treasurer for presentation to the Board of Directors for final approval.

7.3.Meetings: The Executive Committee will meet at the discretion of the President. Formal minutes of such meetings will not be required, but “action notes” may be prepared and be made available to the entire Board of Directors.

8.     Voting & Elections

8.1.Voting Lists / Record Date: For the purpose of determining members entitled to notice or to vote at any meeting of the members or in order to make a determination for any other proper purpose, the Executive Committee shall fix in advance a record date. Said record date shall not be more than 60 days nor less than 20 days in advance of the meeting. Should no date be officially established, 20 days will be used as default. The Secretary shall maintain an electronic list of all members eligible to vote or make a determination of the members eligible to vote as of the date of the record. The list will be available for inspection on request at any membership meeting. The attendance list taken at the meeting will be compared to the eligibility list to verify a quorum and the legitimacy of any vote.

8.2.Board Elections: Each eligible association member shall be entitled to one vote. No cumulative voting shall be allowed. All voting shall be by members present or by postal mail ballot or such electronic means as the Nominations Committee shall deem appropriate. No proxy voting shall be allowed.

8.3.Except as in the Postal mail ballot or such electronic means as the Executive Committee shall deem appropriate of directors, voting shall be by voice unless the presiding officer shall order a vote by ballot.

8.4.Election of Directors: The Nominating Committee shall send notice to all voting members stating the qualifications for Director and soliciting recommendations. Ballots will be distributed by mail or e-mail to all voting members no less than 2 weeks from the voting date as established by the nominating committee. Ballots will provide space for write-ins. Cumulative voting will not be allowed. Ballots must be returned no later than the established voting date. The nominating committee shall appoint a Teller to count and tabulate the votes. The Executive Director will serve as the default teller if one is not appointed. Such tabulation will be delivered to the nominating committee within 24 hours of the closing of the vote.

8.5.1.Appointment of Secretary/Treasurer: The Nominating Committee will proffer nominations to the current Board of Directors for the position of Secretary/Treasurer. The Nominating Committee may also source nominations from within or from the membership as it deems appropriate. The nominee does not need to be a current board member to serve. If the Secretary/Treasurer is not then serving a second consecutive one-year term, the Nominating Committee may nominate the then-serving officer for a second consecutive one-year term. The Nominating Committee will present one or more candidates to the board of directors for the purposes of soliciting private feedback on the candidates to be used in its decision. The Nominating Committee will appoint the Secretary/Treasurer after feedback received, if any, and appoint a candidate to fill the role of Secretary/Treasurer.

8.5.2.Should the Nominating Committee’s vote result in a tie, the tie will be broken by a vote of the full board, including Executive Members and Nominating Committee members.

8.5.3.Appointment of President-Elect: The Nominating committee will proffer nominations to the current Board of Directors for the office of President-Elect. The Nominating Committee may also source nominations from within or from the membership as it deems appropriate. The nominee does not need to be a current member of the board of directors. If the President or President-Elect is not then serving a second consecutive one-year term, the Nominating Committee may nominate either position for a second consecutive one-year term. At any point preceding a vote, any Board member may ask the Nominating Committee to place into nomination for these positions additional candidate(s). The Nominating Committee shall interview all proposed candidates and make available to the Board members information on all candidates, outlining their strengths for the position(s). The Nominating Committee will solicit private feedback on the candidate slate for use in its decision. The Nominating Committee will appoint the President-Elect after consideration of feedback received, if any. Should the Nominating Committee’s vote result in a tie, the tie will be broken by a vote of the full board, including Executive Members and Nominating Committee members.

8.5.4.Appointment of President: The President-Elect shall assume the position of President after the President has relinquished the role or been removed from the office. The President may formally request a second term of office, provided that s/he receives approval to do so by a closed vote with a simple majority by the board of directors. The current president shall not cast a vote.

8.5.5.Appointment of Past-President: The Past-President is assumed by a President after their term has completed and they have relinquished the role. The Past-President remains in the role until the current President steps down, or the Past-President chooses to resign, whichever comes first. Any President who is removed from office shall not serve as a Past-President, at which point the Board shall elect an “Executive Pro Tem” to provide support for the Executive Board until the President steps down into the Past-President role.

9.     Committees

9.1.Formation of Committees: The President, with the consent of the Board, may designate one or more committees each of which may consist of such persons as the President designates. The committees shall have and exercise the authority delegated by the Board of Directors in the management of their assignment. All committees shall report to Board of Directors. Sub Committees created, and maintained, added or deleted will be supervised by committee chairs and approved by the executive committee of the Board of Directors.

9.2.Standing Committee – Nominating Committee: The Nominating Committee shall be chaired by the President-Elect, and shall include the current president, past president and three board members. The three board members shall not be members of the executive committee and shall be chosen by the board of directors.

9.2.1.Members of the Nominating Committee may not seek the positions of Secretary/Treasurer or President-Elect.

9.2.2.The Nominating Committee will establish a calendar for Board of Director and Executive Board nominations and voting, to be completed before December 1 of each year.

9.3.Standing Committee – Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.

9.4.Rules: Each committee, advisory body or commission may adopt rules for its own operation not inconsistent with these bylaws or with rules mandated by the Board of Directors.

10.  Corporate Staff

10.1.Executive Director: The Board of Directors shall hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. Compensation will be determined by the Executive Committee. The Executive Director shall be an ad-hoc member of all committees. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors where proper notice has been given. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

10.2.Contracts, Loans, Checks & Deposits: The Board of Directors authorizes the Executive Director as an officer of the organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.

11.  Parliamentary Authority

11.1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of this association in all cases to which they are applicable and in which they are not inconsistent with the bylaws of APIC, these bylaws, any special rules of order the association may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.

12.  Policy and Governance

12.1.Standing Rules: The Executive Committee shall review and maintain from time to time any operating policies which shall detail the methods by which APIC shall be operated. In the event of a conflict between the bylaws and these policies, the bylaws shall govern.

12.2.Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to special instances.

12.3.Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes or for any special purpose of the Association.

12.4. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer, or officers, agent or agents of the Association in a such manner as shall, from time to time be determined by resolution of the Board of Directors.

12.5.Deposits: The association shall custody investments and cash with Morgan Stanley.

12.6.Fiscal Year: The fiscal year of the Association shall be the calendar year.

12.7.Financial Advisor: The organization shall appoint a Financial Advisor to hold investment and banking accounts. The Financial Advisor may be changed without notice and at the discretion of the Board of Directors. Appointment of a new Financial Advisor must be approved by a simple majority closed vote of the Board of Directors. The Financial Advisor must meet the following criteria: (a) The advisor must be a dues paying APIC member. (b) The advisor must not have a voting seat on the APIC Board. (c) The advisor may be a team member of a current APIC Board Member; however, no board member may receive compensation from the APIC account.

14.  Indemnification

14.1.Board of Directors: No director or officer serving without compensation, other than reimbursement for actual expenses, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director or officer unless the act or omission involved willful or wanton conduct.

14.2.General: To the full extent authorized under the laws of the Texas, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

14.3.Expenses: Expenses (including reasonable attorneys’ fees) 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, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

14.4.Insurance: The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

15.  Dissolution

15.1. In the event of the dissolution of the association, the assets shall be liquidated and distributed to the Morgan Stanley Charitable Trust in accordance with government regulations. No funds shall inure to the benefit of individual members.

16. Amendments

16.1.Articles of Incorporation: The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to these Articles shall require a super-majority of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

16.2.Bylaws: The Board of Directors may amend these Bylaws by two-thirds vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of the Board of Directors.