(Approved by the TMA Board on October 6, 2024)
ARTICLE I. NAME
The name of the Committee shall be “Alarm Industry Communications Committee,” hereafter referred to in these bylaws as “the Committee” and/or “AICC.”
ARTICLE II. CHARTER
AICC is prescribed as a standing committee of The Monitoring Association (TMA) in its bylaws.
As a TMA standing committee, TMA and its Board of Directors are the governing body of AICC.
The Monitoring Association (TMA), a 501-C6 not-for-profit corporation, is registered in the state of Illinois.
ARTICLE III. MISSION
AICC’s primary mission is advocacy on state and federal telecommunications matters and associated data and cyber security issues that impact the monitoring industry. On behalf of AICC and TMA members, the committee advocates before the FCC, other federal and state agencies, state and municipal legislatures, and the United States Congress.
ARTICLE IV. MEMBERSHIP
Membership in AICC is open to all public, private, and non-profit organizations that share an interest in fostering collaboration with the AICC’s mission and purpose. TMA membership is not required to be a member of AICC.
A maximum of two organizations operating separately but with common ownership are eligible for membership. Each organization shall pay applicable dues and have separate voting rights.
Categories of Membership
Voting Members:
Monitoring Company – A business entity that operates an alarm monitoring center and/or provides remote situational awareness monitoring and/or support services.
Associate – A business entity, vendor, or services provider that offers goods and/or services to companies involved in the security industry.
Partner – A trade association, coalition, organization, or business entity representing the combined interests of groups within the security industry.
Consultant – An individual who provides consulting services to the security industry.
Sponsor – Any business or entity that provides financial support towards the efforts of AICC.
Non-voting Members:
Honorary Member – A complimentary membership intended for individuals who bring unique qualifications and value to AICC, such as public-safety subject-matter experts. Persons are nominated by AICC chairs and appointed by TMA’s president. Honorary members do not need to be members of TMA. Membership is reviewed annually.
Voting Rights
Member companies shall identify their primary representative and an alternate. The voting rights for member companies are defined in the Member Voting section of these bylaws.
Membership Application
Organizations requesting to join AICC shall complete the membership application and submit it according to the guidelines provided on the application.
TMA staff will process the application, working with AICC chair(s) to confirm membership eligibility, determine the appropriate dues category, and perform other needed tasks as is appropriate.
At the chairs’ discretion and to assist in their decision to join AICC, organizations may be invited to participate in a single AICC meeting. At the discretion of counsel and/or AICC chair(s), guests may be excluded from portions of the meeting.
Membership Dues
Membership dues shall be reviewed periodically by an ad hoc dues committee consisting of the AICC chairs, TMA president, TMA CEO, and optionally up to two AICC members appointed by the TMA president.
Change of Ownership
When a change in the control of a member occurs, the member shall notify the AICC chairs. The AICC chairs in coordination with TMA staff shall determine if the new entity conforms to AICC’s membership requirements. Upon satisfactory review, membership will be transferred to the new entity. If the new entity is not in compliance with AICC membership requirements, AICC reserves the right to terminate the membership.
AICC reserves the right to update membership fees to the applicable rate for the new entity’s size and classification.
ARTICLE V. LEADERSHIP
AICC Chairs
There shall be either a chair and a vice-chair, or two co-chairs with equal authority. Chairs, vice-chairs, or co-chairs shall represent companies that are members of TMA and AICC. Either the chair, or one of the co-chairs, shall represent a UL-827 listed Central Station.
The chairs and co-chairs are appointed and/or removed by the TMA president in accordance with TMA bylaws, ARTICLE VIII.
Chairs and co-chairs are, as a rule, limited to two consecutive two-year terms. The TMA president may nominate chairs or co-chairs to serve an additional term subject to a 2/3 approval vote from AICC membership in accordance with the Member Voting section of ARTICLE VI of these bylaws.
Reasonable attempts shall be made so that co-chairs terms are not served simultaneously. To avoid simultaneous terms, the TMA president may, when appointing a co-chair, extend or shorten the term of the appointment by up to twelve months.
Secretary and Treasurer
There shall be an AICC Secretary and an AICC Treasurer appointed by the TMA president. The Secretary shall be an AICC member. The Treasurer may be an AICC member or a TMA staff member.
TMA serves as the recording secretary for AICC, responsible for administrative functions.
Succession Planning
When there is a chair and a vice-chair, the vice-chair shall be designated as the chair elect.
When there are two co-chairs, the TMA president may designate the Secretary as a co-chair elect, or as the chair elect.
Communications Authority
The AICC chairs, legal counsel, TMA CEO, and TMA Officers are authorized to speak on AICC’s behalf and may authorize other AICC and/or TMA members to speak on the AICC’s behalf.
Members shall refer media and other official inquiries to an AICC-authorized spokesperson to ensure consistency and accuracy in messaging.
ARTICLE VI. MEETINGS OF MEMBERS
A reasonable attempt shall be made to have four meetings annually, divided quarterly. Meetings may be in-person, virtual, or hybrid.
Notice shall be made at the beginning of each meeting that it is a presenter’s or speaker’s sole responsibility to clearly identify confidential information. Unless such notice is made, the information provided shall be considered publicly available. Notice shall also be made that AICC assumes no responsibility for the accuracy of the information provided by presenters and speakers.
Member companies may have a maximum of two representatives at in-person meetings. An additional three company representatives may join the meeting electronically when such capability is provided.
Meeting Structure
Regular meetings are normally divided into two sessions.
Session One
Open to all AICC members and invited guests
Customary Agenda
- General AICC issues discussions and actions
- Invited speakers and presenters
Session Two
Generally closed to non-AICC members. Non-AICC members may be included per AICC chairs and legal counsel judgement
Customary Agenda
- Privileged and/or confidential agenda items
Meeting Presentations
Presentations are intended to be topical to AICC’s purpose.
AICC bears no responsibility for the accuracy of presentations. Notice shall be made that presenters are solely responsible for the accuracy of the information provided.
Presenters shall inform the chairs if they believe an obvious competitive issue with an attendee exists. At their discretion, the chairs may resolve the conflict by dismissing the conflicted party for the duration of the presentation.
Presentations are archived as AICC records and remain available to AICC members. A presenter may request that their presentation in whole or in part, remain confidential and not be included in AICC records,
Meeting Recordings
Appropriate announcements shall inform attendees when a meeting is being recorded.
Session One of AICC meetings may be recorded at the discretion of chairs and counsel.
Session Two recording shall be at the discretion of counsel.
Recording shall be suspended when a presenter requests confidentiality for their presentation.
Recording may be suspended in accordance with the Conflict of Interest section of these bylaws.
Member Voting
Members present at a meeting shall constitute a quorum.
AICC members in good standing normally have equal status and voting rights.
The chair and co-chair, or the two co-chairs, shall have a single combined vote. If the chairs disagree on the voting position, their vote shall be recorded as an abstention.
Honorary members and invited guests are non-voting.
Each member company present shall have one vote. The primary representative shall have voting rights on behalf of the member. The alternate shall have voting rights only when the primary member is unable to cast a vote.
A member’s voting rights may be suspended, at the sole discretion of legal counsel, when there is a material conflict of interest, in accordance with the Conflict-of-Interest section of these bylaws.
Adoption of a motion requires a simple majority of voters present and eligible to vote.
Rules of order
All meetings are to be conducted in accordance with Roberts Rules of Order.
Legal counsel at its discretion may recommend that the rules of order be suspended. upon a majority vote of members in accordance with the member voting section of these bylaws.
Special Meetings
A special meeting of AICC may be called by AICC’s chairs or legal counsel or by TMA’s president.
Notice of any special meeting of AICC shall be given by commonly acceptable means of written or electronic transmission, at least five business days prior to the scheduled meeting date.
Special meetings may be in-person, virtual, or hybrid.
ARTICLE VII. MEMBER GOVERNANCE
The conduct of AICC members and guests is governed by published TMA policies and guidelines, including but not limited to the following:
CONFLICT OF INTEREST
TMA’s published Conflict of Interest Policy is wholly applicable to AICC membership.
Voting rights for representatives with a conflict of interest are suspended with respect to the issue under review.
Conflict of Interest with Telecommunications Providers
AICC’s mission may present situations where there is a material conflict of interest between an AICC activity and providers of telecommunications and/or other services.
When such a material conflict of interest exists, and, at the sole discretion of AICC legal counsel, representatives of the organization with the conflict of interest, as well as other member representatives that may be a party to the conflict, shall recuse themselves from relative portions of meetings and all other related committee activity.
ETHICS and CODE OF CONDUCT
The AICC is committed to the highest ethical standards in all its activities. All committee members, including officers, directors, and staff, are expected to conduct themselves with integrity, transparency, and accountability and shall conduct themselves and their businesses in accordance with TMA’s published Ethics Policy, and Code of Conduct Policy.
Ethics Complaints
Ethics complaints will be reviewed in accordance with Article XIV – Ethics Committee, in the TMA’s Bylaws.
Members are encouraged to report in good faith any evidence of activities by AICC staff, leadership, or members that appear to violate applicable laws, the Bylaws of the AICC, or TMA’s published Ethics Policy.
Ethics complaints may be initiated by any member of AICC, a TMA member, or TMA’s Executive Committee. All complaints shall be in writing, stating specifically which policy or policies are alleged to have been violated, and include all supporting materials related to the complaint. Anonymous complaints generally will not be considered unless accompanied by compelling supporting materials.
ANTITRUST
TMA’s published Antitrust Policy is wholly applicable to AICC membership.
It is the policy of TMA and AICC to strictly comply with the letter and the spirit of all applicable antitrust laws. AICC shall not become involved in the competitive business decisions of its member companies, nor will it take any action that would tend to restrain competition in the burglar and fire alarm equipment and supply industries. As a not-for-profit professional association, TMA’s and AICC’s members are competitors, suppliers, and customers. To ensure that AICC and its members comply with antitrust laws, the antitrust principles published by TMA will be always observed.
CONFIDENTIALITY
It is the policy of TMA and AICC that confidential information belonging to or obtained through member affiliation with AICC will not be disclosed unless AICC has authorized disclosure. Such information must be kept confidential in accordance with TMA’s published Confidentiality Policy
ARTICLE VIII. POLITICAL ACTION COMMITTEE (PAC)
AICC shall be the governing body for the Alarm Industry Communications Committee PAC (AICC PAC), which is dedicated to supporting candidates who support AICC’s mission and purpose.
The AICC PAC shall be registered with the Federal Election Committee (FEC) and adhere to all applicable federal, state, and local laws.
The PAC shall have a Treasurer and an Assistant Treasurer. The Treasurer is responsible for overseeing all financial aspects of the PAC, including deposits, expenditure authorization, record keeping, and required reporting. Only an Assistant Treasurer may perform these tasks in the Treasurer’s absence.
The PAC shall maintain a bank account specific for the AICC PAC funds.
ARTICLE IX. MEMBERSHIP TERMINATION AND READMISSION
Absent extenuating circumstances and at the chairs’ discretion, any member who fails to pay any dues or indebtedness to AICC within three (3) months after the same becomes due and during the continuation of the delinquency forfeit both their AICC meeting attendance and voting privileges. The member whose rights are suspended shall be promptly notified by an appropriate means.
Members with an indebtedness that extends to six (6) months may be referred to TMA’s Executive Committee for possible expulsion. Expulsion shall be ratified by a simple majority of the TMA Executive Committee.
An expelled member may apply to rejoin the committee. When a new application is submitted by an expelled member, all monies owed at the time of expulsion, as well as the current initiation fees and dues must be paid prior to reinstatement. The TMA Executive Committee may waive past-due fees upon ratification by a simple majority.
ARTICLE X. INDEMNIFICATION
The Committee shall indemnify any and all of its Directors, Officers, Chairs, Co-chairs, and Employees or former Directors, Officers or any person who may have served at its request as a Director or Officer of another entity, from any suit or proceeding, by reason of the fact that he or she was or is a Director, Officer, Employee or Agent of the Committee or is or was serving at the request of the Committee as a Director, or Officer of another entity, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, if said person acted in good faith, in a manner he or she believed to be in the best interest of the Committee and had no reason to believe his or her conduct was unlawful. No indemnification shall be made in respect to any suit or proceedings as to which such Director, Officer, or Employee shall be judged to have committed an act including wanton or willful misconduct in the performance of his or her duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any agreement, vote of members of the Committee, or otherwise.
ARTICLE Xi. FISCAL YEAR
The fiscal year of the Committee shall correspond with the fiscal year of TMA.
ARTICLE XII. BYLAWS AMENDMENT
AICC members are encouraged to propose recommended changes to these bylaws. Recommended changes shall be made to the AICC chairs for review and discussion by AICC members.
Upon a 2/3 vote by AICC members, and in accordance with the Member Voting section of Article VI of these bylaws, the proposed change(s) shall be forwarded to the TMA bylaws committee for review and action.
These bylaws may be amended, altered, or repealed by a 2/3 vote of the TMA Board of Directors.