Bylaws
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Article I: Name and Location
SECTION 1.1. Name. The name of the corporation shall be “Oklahoma Pest Management Association.” The corporation may be referred to hereafter as the "corporation" or the "Association".
SECTION 1.2. Location. The principal office of this corporation shall be located in the State of Oklahoma in such place as may be determined by the Board of Directors. The initial principal place of business is specified in the Certificate of Incorporation filed with the Secretary of State.
SECTION 1.3. Corporate Seal. The Board of Directors shall have the authority to establish a corporate seal with such designs and features as it deems appropriate.
SECTION 1.4 Nonprofit Status. The Board of Directors shall conduct the activities of the corporation in such a way as to obtain and preserve the not for profit status of the corporation.
Article II: Mission
SECTION 2.1. Mission. The Association is organized to promote the following interests:
a. To encourage better standards of service, promote goodwill, and to make accurate information available concerning the pest management industry.
b. To assist members in complying with federal, state and local regulations relating to the pest management industry.
c. To consult with government officials and agencies concerning standards, rules, and regulations affecting the pest management industry.
d. To conduct research and provide educational opportunities to increase knowledge and skill in the pest management industry.
e. To actively promote a positive image of the pest management industry.
Article III: Membership
SECTION 3.1.Active Membership. Membership is open to any person or business organization who is or who employs a Certified Applicator according to applicable Oklahoma Department of Agriculture rules and regulations and also meet the following conditions:
(a) Each member shall agree with the Mission Statement of the association.
(b) Each member shall agree with, and shall have conducted business according to the Code of Ethics of the association.
(c) Each member shall complete the application process and be accepted for membership in accordance with that process.
SECTION 3.2. Allied Membership. Allied membership is open to any person or business organization who manufactures or supplies products, equipment, or other materials used in the pest management industry. Each Allied Member is not required to employ a Certified Applicator, but must meet all other conditions of membership. Allied Members shall have all of the rights and privileges of an Active Member except the right to vote and the ability to hold elective office.
SECTION 3.3. Branch Membership. Branch membership may be held by a company employing a member for locations other than the member's primary location. Dues for Branch Membership shall be set by the Board. Branch members shall not be entitled to vote.
SECTION 3.4. Membership Application. The Secretary of the Association shall provide membership applications to all persons and business entities who desire to become members of the Association. Within sixty (60) days after a membership application and the annual dues are received the existing members will be notified of the name of the applicant and will be allowed thirty (30) days to submit an objection to the Secretary of the Association. If less than five (5) objections are made, the applicant shall be admitted as a member. In the event that five (5) or more objections are made, the Board of Directors of the Association shall vote on the prospective member's application within thirty (30) days after the time expires for submitting objections. If two-thirds (2/3) of the members of the Board of Directors vote for acceptance or abstain from voting, the applicant shall be admitted for membership
SECTION 3.5. Meetings. Members and prospective members who have submitted an application for membership may attend all meetings of the Association. Non-members may attend 2 meetings per year.
SECTION 3.6. Association Chapters. All members who have addresses west of Highway 177 shall be assigned to the Western Chapter and all Members who have addressed east of Highway 177 shall be assigned to the Eastern Chapter. Any member may at his own discretion, designate to which chapter they wish to be assigned.
SECTION 3.7. Honorary Membership. Any person making an outstanding contribution to the pest control industry may become an honorary member by a 2/3 vote of the members of the association attending a state meeting. Such honorary members shall have full membership privileges except the right to vote, unless such privilege is granted by 2/3 vote. No dues shall be paid by honorary members.
SECTION 3.8. Membership Resignations and Suspensions for Failure to Pay dues. A member may resign a membership by submitting a written notice to any member of the Board of Directors or the secretary of the association. Members who fail to pay dues within 2 months after the date the dues are due shall be notified by the secretary by certified mail of the delinquency. The member may cure the delinquency within ten (10) days after the notice of delinquency is mailed. If the delinquency is not cured, the Board of Directors shall vote on whether the member shall be suspended from membership. Former members desiring to become members shall submit an application. No refunds of dues will be given.
SECTION 3.9. Membership Expulsions and Suspensions for Cause. A member may be terminated by the Board of Directors for cause, which includes:
a. Violation of the bylaws, agreements, rules, regulations, or practices of the Association.
b. Conduct which is, in the opinion of the Board of Directors, prejudicial to the interests of the association.
Written complaints may be submitted by any member to the association secretary. The complaint shall state the factual basis for the complaint, and shall be referred to the chairman of the Grievance Committee. The secretary shall give notice by certified mail of the complaint to the affected member within ten (10) days after the complaint is received. The Grievance Committee shall investigate the foundation for the complaint and shall, within ten (10) days after the matter is referred, report its findings to the Board of Directors and provide a copy of the report to the affected member and the complaining member. The Board of Directors shall consider the complaint and the report from the Grievance Committee as soon as practicable, and the affected member and the complaining party shall receive notice of the meeting at least then (10) days prior thereto, and shall be permitted to present evidence and arguments at said meeting. The Board shall have the power to terminate the membership of any person or business entity. The Board shall also have the power to place a member on probation for a specific time period, and may, in addition, suspend a member's right to vote for a specific time period.
SECTION 3.10. Dues. Dues for Members are $90.00 per year. Dues for Allied Members are $60.00 per year. Dues are payable each July 1 and must also be paid with the membership application. Members admitted in the third or fourth quarter of the fiscal year shall have dues prorated on a quarterly basis. If an application for membership is not accepted, the dues will be refunded. Special assessments may be made if extraordinary circumstances warrant, but must be approved by a 2/3 vote of the members of the association attending a state meeting.
Article IV: General Provisions
SECTION 4.1 Notice. Except for those provisions in these Bylaws specifying that notice must be given in a certain manner, all notice may be given by email. Members who wish to receive notice by mail shall notify the secretary of the association in writing and provide a current mailing address.
SECTION 4.2 Designation of Fiscal Year. The fiscal year of the association shall commence on July 1st and end on June 30th of the following year.
Article V: Officers and Board of Directors
SECTION 5.1 Elected Officers and Board of Directors. The business of this Association shall be conducted by a Board of Directors consisting of a President, two Vice-Presidents, a SecretaryTreasurer, the Chairman of the Government, Legislative and Public Relations Committee, the Chairman of the Industry Affairs Committee, and a Member-at-Large. The Member-at-Large shall be designated and elected by an affirmative vote of two-thirds (2/3) of the existing members of the Board of Directors, and the duties and responsibilities of such position shall be determined by the Board of Directors. The term of all offices shall be two (2) years commencing on January 1. A non-voting ex-officio board of directors shall be elected by the allied membership to represent the interests of the allied members on the board of directors. The Board may employ such persons as it deems advisable to carry on the work of the Association. A quorum of the Board shall consist of a majority of the directors, but a smaller number may adjourn any meeting and set a new meeting date. Board members from the same company shall collectively hold one vote. No more than two (2) Board members may be from the same company.
SECTION 5.2. President. The President presides at all Board meetings and member meetings. In addition, the President shall:
a. Have authority to authorize expenditures of funds up to $1000.00.
b. Appoint such temporary committees as the President deems appropriate.
c. Appoint a Grievance Committee.
d. Establish the agenda for Board Meetings and all functions in which members participate.
The President is may delegate such tasks as may be appropriate.
SECTION 5.3. The Vice Presidents. One Vice President shall be elected from each of the Chapters as the area is defined in Section 3.5. The Vice Presidents shall be primarily responsible for building membership, but shall also accept such tasks as the President may assign. In the event of a vacancy in the Office of the President, the Vice President from the same Chapter as the President leaving office shall assume the office of the President.
SECTION 5.4. The Secretary Treasurer. the Secretary shall keep member records and give notices required by these Bylaws. The Secretary shall give notices of Member Meetings, and shall generally attend to all routine administrative matters. The Secretary shall maintain a current roster of all voting members. As Treasurer, the person holding this office will keep accurate books of account showing all receipts and expenditures, and will have the authority to pay all routine expenses and fixed costs of the association. All other expenditures will require approval from the Board of Directors.
SECTION 5.5. Chairman of the Government, Legislative and Public Relations Committee. The Chairman of this committee shall preside over a committee of members appointed by the President. It shall be the function of this committee to monitor legislation and conduct such public relations activities as may be appropriate to further the purpose of the association and to promote a positive general public image for the pest management industry.
SECTION 5.6. Chairman of the Industry Affairs Committee. The duties of the chairman and the committee shall be to plan and provide education in matters of business and technology. This committee shall plan and present the annual OPMA Short Course. This Committee shall assume such other duties and tasks as may be assigned by the President.
SECTION 5.7. Board Compensation. Board members will receive no compensation other than reasonable expenses.
SECTION5.8. Vacancies. When a vacancy on the Board exists, nominations to fill the vacnt position may be received from present Members by the Secretary up to two weeks in advance of a meeting at which a new Board member is to be elected. These nominations shall be given to Members with the meeting announcement.
SECTION 5.9. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed for absence or other reasons by a three-fourths vote of the remaining Board members.
SECTION 5.10. OPMA Conference fees. Elected Board members shall not be required to pay registration fees for the OPMA Annual meeting in the fall or winter of each year. Board members may be reimbursed for lodging for the meeting at the conference hotel room rate
Article VI: Elections
SECTION 6.1 Nominating Committee. Prior to October 1 of each year, the President shall appoint a nominating committee to submit the names of candidates to stand for election as an officer of the association. The President may not serve on a nominating committee. The same person may be nominated for more than one office. However, after the election, a person elected to more than one office may select the office they wish to hold. The office the candidate does not select will be filled by the candidate with the second highest number of votes for that office.
SECTION 5.2 Election. Officers will be elected at the annual meeting of the Association held during the fall or winter of the year. Elections shall be by secret written ballot. The nominating committee shall present their slate of proposed officers, and nominations from the floor of other candidates will be accepted.
Article VII: Meetings
SECTION 7.1. Annual Meeting. The annual meeting of the members shall be in the fall or winter of each year, the exact date to be set by the Board.
SECTION 7.2. Special Meetings. Special meetings shall be called upon the request of the President and/or five (5) voting members of the Association. Any business may be conducted at a special meeting, providing there is a quorum. Each call for a special meeting shall be in writing, stating the business to be transacted and a time and place of the a meeting.
SECTION 7.3. Notices of Meetings. Notice of every regular and special meeting of the members of this Association shall be given not less than ten (10) days prior to the meeting date.
SECTION 7.4. Quorum. A quorum is established when any meeting is attended by 50% of the officers, provided at least three (3) voting members are present.
SECTION 7.5. Order of Business. The order of business of all business or special meetings shall be:
(1) Call to order
(2) Roll call of Officers/Directors
(3) Reading/approval of minutes of business or special meetings.
(4) Report of committees.
(5) Unfinished business.
(6) New business.
(7) Program
(8) Adjournment
The Board shall have the power to alter or amend the agenda without notice.
Article VIII: Operations
SECTION 8.1. Compensation and Reimbursement. The Corporation will provide reimbursement for out-of-pocket expenses as approved by the Board; receipts are required for reimbursement.
SECTION 8.2. Loans/Leases. The Corporation shall not borrow money for any purpose, unless approved by quorum vote of the membership.
SECTION 8.3. Non-Profit Status. The Corporation shall not be involved in any activity for the sole purpose of making a profit for individual members or for the Corporation to distribute to individual members as profit; monies received from memberships and other fund-raising efforts shall be used to benefit the Corporation and its mission and specified purposes only. Unspent funds accrued will be held in the Corporation checking account and carried forward for future use as needed.
SECTION 8.4. Indemnification. In fulfilling their duties, the Board, Committee members, and general membership of the Corporation shall not be liable to the members or one another for any mistakes in judgment, except in the case of actual negligence, misconduct or illegal activities. The Board and/or members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation. The Corporation shall indemnify and forever hold individual Board members and all other Corporation members free and harmless against any and all liability to others, including losses, claims, damages and expenses, including reasonable and necessary attorney fees, to the extent any such loss, claims, damages and expenses are due to the acts or omissions of the Corporation or on account of any Corporation commitment or contract.
Article IX: Amendments
SECTION 9.1. Amendments. These Bylaws may be amended by a two-thirds majority of the Members present and voting. Proposed amendments must be received by the Secretary at least ten (10) days in advance of the meeting at which the amendment will be considered. Proposed amendments are to be sent out to Members with the meeting announcement.
Article X: Dissolution
SECTION 10.1. Dissolution. Upon dissolution of the Association, all cash, property, equipment and other valuables belonging to the Corporation shall be gathered and sold by the terminal Executive Board, and the proceeds distributed to Oklahoma State University Entomology Department for use in research, promotion or the well-being of the pest management business and the State of Oklahoma. The terminal Chairperson shall retain all accumulated records and correspondence of the Corporation for a period of one year, after which they may be destroyed.
Article XI: Code of Ethics
This association subscribes to the CODE OF ETHICS of the National Pest Management Association, which is hereby adopted as part of these By-Laws and is as follows:
SECTION 11.1. Relation of Members to the public. The member, in their advertisements or other solicitations of business, shall not use tricky, fraudulent or misleading wording or methods.
SECTION 11.2. Relation of Member to Client. The member shall thoroughly analyze the requirements of their clients and shall conscientiously recommend means best suited to the client's needs.
SECTION 11.3.. Professional Services. The member upon accepting a contract or service agreement shall render skilled intelligent and conscientious service.
SECTION 11.4. Relation of Member to Competitor. The member shall not publicly criticize the business or private affairs of a competitor.
SECTION 11.5. Relation to Member of the Association. The member shall be loyal to the principles of this association and active advancement of its goals.
Article XII: Insurance
SECTION 12.5. The association will acquire and continually maintain Board of Directors insurance to protect officers individually and the association from possible litigation.
Article I: Name of the Association
Name of the association shall be the Oklahoma Pest Control Association. The office of the association shall be located in the City of Oklahoma City, or any other city which may be designated by the Board of Directors,
The corporate seal, of the association, shall consist of a circle within which is the name of the association and an outline with the State of Oklahoma.
The term "association" wherever found in these articles, shall mean the Oklahoma Pest Control Association.
The term "board" wherever found in these articles, shall mean the Board of Directors of me Oklahoma Pest Control Association.
Article II: Purpose
The stated purpose of the association will be as followed:
To gather accurate information pertaining to the pest control industry.
- To assist its members to better perform the services required of them and do all lawful things necessary to carry out the purpose of the association.
- To promote better standards of services, goodwill, and welfare of the industry.
- To foster research, short courses and technical meetings so as to increase the knowledge and skill in the pest control industry.
- To cooperate with Federal, State and Local Government authorities.
- To promote the civic, social and industrial welfare of the pest control industry.
- To promote public relations in the effort to improve (be overall image of the pest control industry.)
- To encourage and promote Integrated Pest Management
Article III: Membership
Section 1 Charter Members
The certified members of the Oklahoma City and Tulsa Local Pest Control Association as of December 31,1950, shall be deemed Charter Members.
Section 2 Application for Membership
All applications for membership in the association shall be in writing on forms provided by the association.
Applications and dues shall be presented to the secretary of the association- Upon presentation, the applicant shall become a tentative member with all privileges excluding the vote.
All members who have addresses west of Highway 177 shall be assigned to the Western Chapter and all members who have addresses East of Highway 177 shall be assigned to the Eastern Chapter. Any member may at his own discretion, designate to which chapter they wish to be assigned.
Within sixty (60) days of receipt by the OPCA Secretary of application for active membership, the name of the applicant company and then-respective representative shall be sent to all OPCA member films for approval or rejection. Should no objections be noted within thirty (30) days from the date notification is seat to the member firms, active membership is granted. Should objections be noted to the acceptance as an active member within thirty (30) days period, then the applicant and such objections to active membership shall be submitted to the Board of directors for a vote. With in thirty (30) days following the completion of the approval time for application as described above. Two-thirds approval from the OPCA Board of Directors shall be required for active membership granted. A non-response to an application for membership by an active member and/or Board of Director member shall be considered as a vote for approval for active membership.
In order to protect the privileges of members, non-members may attend a maximum of two (2) meetings per year. At the third such meeting they shall be asked to submit an application or not attend any more meetings for the year.
Section 3 Active Membership and Tentative Membership
Any Pest Control Firm which is licensed in Oklahoma in any one of the Commercial or non-commercial categories together with a designated Oklahoma Certified Applicator representative from that firm may be admitted to the OPCA with full voting privileges with one member firm if they:
Are in sympathy with the purpose of the association and,
Have a business record consistent with the code of ethics of the association.
An active member shall have one vote which the member may exercise or the vote may be delegated to any associate of the same firm as the voting member.
Section 4 Branch Membership
Any active membership which has any additional offices foreign to the primary office address and which is owned and operated solely by the primary active membership under the same Oklahoma Department of Agriculture licenses as the primary active membership with a resident PCO, shall be designated as a branch office. Branch offices, so designated shall have all the privileges of membership except the vote. Branch Officers shall be placed on the mailing list of the association, if so desired by the parent active member. Dues will be assessed for each branch office member.
Section 5 Allied Membership
Any person, or firm or corporation not engaged in the pest control service work but who manufactures or supplies products, equipment or other materials used in pest control shall be eligible for allied membership. Allied members shall have all me privileges of membership except the vote and they may not hold elective office. Mailing lists and other helpful information that the association possesses shall be available to allied members.
Section 6 Honorary Membership
Any person who has made an outstanding contribution to the pest control industry may become an honorary member by a 2/3 vote of the members of the association in state meeting assembled. Such honorary members shall have full membership privileges, except the vote, unless such privilege is granted by 2/3 vote. No dues shall be paid by honorary members.
Section 7 Resignations
All resignations of members shall be presented in writing to die board, filed with the secretary and shall not be allotted any dues refund.
Section 8 Delinquency
Any member who fails to pay his annual dues within two (2) months after they are due and payable shall be posted delinquent by the association and the secretary shall, by certified mail, give the member notice of his delinquency. If at the end of ten (10) days from the date of notice, such member is still delinquent, they may be suspended or expelled by a majority of the board.
Section 9 Reinstatement
Former members, desiring reinstatement, must make application for membership in the same manner as a new member.
Section 10 - Suspension and Expulsion
Any membership may be terminated for cause at anytime. Cause may be violation of the by-law’s or any agreement, rule, regulation or practice which has been adopted by me association, or any other conduct deemed prejudicial to the interest of the association. Any member may file. with the secretary, a written complaint or any of the aforementioned grounds, against any other member, and the secretary shall there open mail a general statement of the complaint to the Chairman of the Grievance Committee, and to the defendant member. The grievance committee shall make a thorough investigation of the complaint and grounds therefore, and shall within ten (10) days, report its findings to the board. Upon receipt of such report, the secretary shall notify, by certified mail, addresses to the last know address, the defendant member so complained against. Notice shall be given to the defendant member at least ten (10) days prior to the date of the meeting of the Board at which me complaint shall be considered. The defendant member, so complained against, shall have the opportunity to appear and present any defense to such complaint before action is taken. Suspension or expulsion shall be made by a majority vote of the board.
Section 11 Privileges of Membership Termination
All privileges of membership shall terminate immediately upon resignation, suspension or expulsion from the association. No refunds shall be payable.
Article IV: Dues
a. The annual dues for active and tentative membership are $90.00 per year. The first $30.00 of the annual dues paid by the members shall be granted to the Association Chapter to which the member is assigned. The annual dues for each branch office are $25.00 per year. The annual dues for allied membership are $60.00 per year. All dues axe payable on July 1 of each year or with application of membership.
b. Case of an applicant being admitted to membership during the third quarter or the fourth quarter of the fiscal year, their dues will be prorated on a quarterly basis.
c. If a tentative member is not accepted to active membership, all dues monies shall be refunded.
d. Additional dues assessment may be made on the membership for the, purpose of obtaining the services of specialized personnel such as attorneys, consultants, an executive director or other employees. Such assessment may only be made by the recommendation of the Board and 2/3 vote of the membership present at a state meeting.
Article V: Fiscal Year
The fiscal year of the association shall commence on July 1 and end on June 30 of the following year. All dues for renewal of membership are due on July 1.
Article VI: Officers and Directors
Section 1 Elective Officers
The elective officers of this association shall be the president the two vice Presidents a secretary-treasurer a Chairman of the Government, Legislative and Public Relations Committee. a chairman of the industry Affairs Committee. These officers wall be elected for one year or until such tune as their successor is duly elected and qualified. Officers shall take office on January 1.
Section 2 Office of The President
Duties of the President shall include:
a. The right to authorize emergency expenditures, up to $150.00, from the treasury funds on hand for such purposes as supplies and labor to carry out the business of the association.
b. Power to appoint temporary committees.
c. The right to delegate, to the officers or members, any of their administrative duties as they see fit.
d. Duty to appoint a grievance committee.
Section 3 Office of the two Vice Presidents
The two vice-presidents elected from the Eastern and Western Chapter, shall be elected by their respective chapters. The vice-presidents shall be responsible for building membership, representing their chapter in association functions, have mil right to call meetings of their chapters to discuss projects and problems and shall make reports to the president of chapter activities . A copy of the minutes of chapter meetings shall be promptly mailed to the president and state secretary. Chapter vice-presidents shall exchange minutes of all local meetings. In the event of the president becoming incapacitated, the vice-president from the same chapter as the president shall succeed to finish the term as president.
Section 4 Office of the Secretary Treasurer
The secretary of the association may also serve as the treasurer and these offices may be filled by the same person if accepted by a vote of the membership.
The treasurer shall keep accurate account of funds on hand and all expenditures there from -The secretary shall keep the minutes of all regular association and Board meetings .The secretary shall receive and send all communications necessary to carry out the wishes of the president and die membership. A copy of all the minutes of all state meetings and meetings of the board shall be sent to all members by the state secretary. The secretary shall have the authority to make all necessary expenditures for routine correspondence and all fixed costs authorized by the association. Other expenditures are made by approval of the board.
Section 5 Board of Directors
The affairs of the association shall be managed by a Board of Directors. The President the two Vice-Presidents the Secretary- Treasurer. Chairman of the Government, Legislative and Public Affairs Committee and the Chairman Industry Affairs Committee shall constitute the Board of Directors. A non-voting ex-officio Board of Director shall be elected by the allied membership to represent the interest of the Allied Members on the Board of Directors. Board member's shall serve for one year or until their successors are duly elected and qualified. The number of directors may be increased or diminished, or vacancies filled, at any regular meeting of die state membership upon die majority vote of the members present and voting.
Section 6 Expulsion from Office
Any person serving as an elected officer of the association who is not in good stand standing the association, or does not perform his duty as dictated under the Association by-law’s may be removed from office at any state meeting by a simple majority vote of the membership.
Article VII: Powers of the Directors
Section 1 Responsibilities
The Board of Director shall have the responsibility for the management of die business of the association, and in addition to the powers and authority conferred by by-law's upon it may, exercise all powers and all such acts and things as may be exercised or done by the Association subject to: The provisions of law of the State of Oklahoma, the Charter of the association, and regulations made from time to time by the membership.
Section 2 Association Employees
The Board shall elect or choose all other employees of the association and prescribe (their dues and salaries, and by 2/3 vote, exercise the power to suspend or dismiss, for cause, any, agent or employee of the association.
Section 3 Meetings of the Board
Meetings of the Board shall be held at me shall of the president or by the secretary upon application in writing of a majority of the board members . The directors shall be notified of all meetings of the board at least ten (10) days in advance thereof. A meeting of the board may be held without notice if all the directors assent in writing to me holding of such meeting or are present and participate in the board proceedings.
Section 4 Quorum
A quorum of the board shall consist of a majority of the directors, but a smaller number may adjourn, to a subsequent date.
Article VIII: Nominations and Elections
Section 1 Nominating Committee
Prior to October 1 of each business year, The President shall appoint a nominating committee which shall submit names of candidates for the various Association offices. The current President may not serve on a nominating committee. The same person may be nominated for more than one office. However, after the secret ballots are counted, should the same person be elected to more than one office, then at that time the winning candidate must select the office he or she wishes to hold. Any office vacated by this will be filled by the candidate with the second highest number of votes for the office in question from the previous ballot.
Section 2 the Election of Officers
The Annual election of Officers shall occur during the OPCA business meeting held in conjunction with the OPCA Fall Conference, which is normally held in the month of October or November each year. Unless the Board shall establish a different time and place for the meeting, at which time the election of officers will occur. At this meeting me Dominating committee shall present their slate of state nominees. Nominations may be accepted from the floor by active members.
Elections shall be by secret ballot.
Article IX: Meetings
Section 1 State Meetings
There shall be three (3) state meetings held each year . Members shall be notified at least ten (10) days prior to the meeting. The location of the three state membership meetings per year to alternate between cities in the Eastern and Western areas.
Section 2 Special Meetings
Special meetings may be held at the call of the president or the board, or by the secretary upon request of at least ten (10) members made in writing stating the purpose of such meeting. Except in the case of emergency, section one (1) Notice Requirements will be met . Only business as outlined in me meeting notice of the special session may be addressed at the special meeting.
Section 3 Conduct of the Meeting
All meetings of this association shall be governed by and in accordance with parliamentary law.
Article X: Committees
Section 1 Organization of Committees
The president of the association shall have the authority to determine the membership of all committees, except as provided for otherwise within these by-laws. The president shall serve as an ex-officio, voting member of all committees, except the nominating committee. AM committee appointments remain in effect until such time as the committee is disbanded or until successors are duly qualified, except as directed otherwise within these by-laws. The committees of this association are the standing by-laws committee as listed below and such other committees as may be formed by me president, the board, or the membership which are deemed necessary to carry out the functions of me office or the affairs of the association.
Section 2 Advisory Committee
The immediate past five (5) presidents of the association shall automatically take their place on an advisory committee to serve and advise me current president. The advisory committee shall also be charged with the responsibility for enlargement of membership to aid in the resolving of differences between the members.
Section 3 Government, Legislative, and Public Affairs Committee
Because of the importance of this committee, the chairman shall be elected by the membership of the association and serve as a member of the board. The Government, Legislative and Public Affairs Committee shall consist of the President, the two Vice-presidents, die Secretary, and such members as the Chairman so selects. This committee will function in the relations of the association to Government Agencies, the Legislature and die general public.
Section 4 Industry Affairs Committee
Because of the importance of this committee, the chairman shall be selected by membership of the association and shall serve as a member of the board. The duties of the chairman and the committee shall be membership education in matters of business and technology. One function of this committee will be the yearly organization and. presentation of the OPCA Short Course. The committee shall function in association relations to associated and allied industry. The Committee shall also function in performance of other duties as may from time to time be assigned by the president and the board. Willing personnel from educational and government institutions may serve as members of this committee.
Article XI: Disbursements of Funds
Section 1 No Unauthorized Disbursement
No appropriation or expenditures of monies shall be made except by a vote of the membership or the board. Except as outlined in Article VI, Section 2 and 4 - No officer, director, committee member or employee of this association shall contract any obligation or insure any debt in behalf of the association, or in any way, render it liable unless specifically and duly authorized by a vote of the board or the membership.
Section 2 No Unauthorized Compensation
The funds of this association, from whatever source derived, shall not be distributed or paid to its members or officers by way of dividends or otherwise, but same shall be kept and used for the purposes of the association in its articles of incorporation; provided however, that the association may pay Its officers, agents, servants and employees, a just and reasonable compensation for their services or reimburse them for expenses incurred attendant to their prescribed duties.
Section 3 Officers OPCA Conference Fees
Individual elected officers shall not be charged the registration fee for the OPCA annual conference, and a single room accommodations shall be reimbursed at the conference hotel rate.
Article XII: Code of Ethics
This association subscribes to the CODE OF ETHICS of the National Pest Control Association, which is hereby adopted as a part of these By-Laws and is as follows:
Section 1 Relation of Members to the public : The member, in their advertisements or other solicitations of business, shall not use tricky, fraudulent or misleading wordings or methods.
Section 2 Relation of Member to Client: The member shall thoroughly analyze the requirements of their clients and shall conscientiously recommend means best suited the clients needs.
Section 3 Professional Services : The member upon accepting a contract or service agreement shall lender skilled intelligent and conscientious service.
Section 4 Relation of Member to Competitor: The member shall not publicly criticize the business or private affairs of a competitor.
Section 5 Relation of Member to the Association: The member shall be loyal to the principles of then-association and active its advancement.
Article XIII: Revision of By-Laws
These By-Laws may be revised, altered or amended at any of the state membership meetings of the association by a vote of 2/3 of those members present and voting at any such meeting, provided that at least ten (10) days notice of the proposed action shall have been given to all of the members of the association.
Article XIV: Indemnification
Every Director, Officer, Employee of the Association and such others as specified, time to time by the Executive Committee shall be indemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurring or imposed upon them in connection with any proceeding to which they may be made a party, which the may become involved, by reason of being or having been a Director, Officer, or Employee of the association or any settlement thereof, whether the person is a Director, Officer, or Employee at the time such expenses are incurred, except in such wherein the Director, Officer or Employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
