Association Documents / Bylaws
CONSTITUTION OF THE
OHIO PEST MANAGEMENT ASSOCIATION
Revised - December 2014
ARTICLE 1
NAME
The name of the organization shall be OHIO PEST MANAGMENT ASSOCIATION hereinafter referred to as the “Association”.
ARTICLE II
PURPOSE
A. The purpose of the Association shall be as follows:
1. To promote ethics for the pest control industry.
2. To foster research and provide education and training.
3. To cooperate with other associations, governmental, educational authorities and others with common interests for the good of the community.
B. The Association shall be conducted as a not for profit organization.
C. The Association shall never form or enter into any agreement, understanding, combination, or any other form of action designed to limit production, fix prices, suppress competition, nor in any other manner restrain or monopolize trade or commerce, nor shall the Association engage in any other act or acts which might be in contravention of law or good business practices.
ARTICLE III
MEMBERSHIP AND DUES
ACTIVE MEMBERSHIP
Definition: Any pest control/management organization, whether it be a sole proprietorship, partnership, or corporation, which is actively engaged in the performance of pest control service to the general public in the State of Ohio, in sympathy with the purpose of the Association, whose business record is consistent with the code of ethics, licensed by the State of Ohio Lead Agency in licensing, and can meet any one of the following requirements:
If the applicant is a sole proprietorship, the individual shall have operated the named business for a period of one year prior to the date of application or,
If the company is a partnership or corporation the organization shall have been in the pest control business for a period of one year prior to the date of the application.
Any Ohio pest control firm, which becomes an Active Member of the Ohio Pest Management Association, shall become a member of the National Pest Management Association.
Representative: Each pest management organization as defined above that qualifies for membership shall designate one representative who shall possess the right to vote.
Voting: Each Active Membership shall have the right to vote at any meeting on any action or issue required by this constitution and the vote shall be cast by the authorized representative. Any representative from an active Member Firm or member of the board of directors having a written proxy executed by the authorized representative of an Active member may vote.
Privilege: Each Active Member organization shall have the right to use the logo of the Association on their stationery and in their advertising.
Additional Active Member
Any active member firm may appoint additional active members to the association, providing they are employees of the member firm. Additional Active Members shall pay dues and have the same privileges as an Active Member, subject to the restrictions below. Their membership ceases upon termination of the membership of the active member firm.
b. No more than one Active Member or Additional Active Member from any member organization may hold elective office, vote, or make motions at any meeting or function or exercise any privileges associated with membership in the association at the same time.
Associate Membership
Any organization or individual who is in sympathy with the purposes of the Association, qualified by reason of experience or training in biology, chemistry, sanitation or allied sciences related to the practice of pest control or involved in programs relating to the control or management of pests in research, education, Government, or “in house” pest control, may apply for Associate Membership. The legal business organization shall appoint an authorized representative who shall be afforded the following privileges:
An Associate Member shall be allowed to attend and participate in all general meetings and functions and may be appointed to serve on any committee.
An Associate Member shall not be permitted to vote, make motions, nor hold elective office.
An Associate Member shall have the privilege of displaying the logo of the Association.
Allied Membership
Any supplier who is in sympathy with the purposes of the Association shall be eligible for Allied Membership. The legal business organization shall appoint an authorized representative to act as their agent in the conduct of Association Affairs and shall be afforded the following privileges:
Allied Members shall have the right to attend and participate in general meetings and functions and may be appointed to serve on any committee.
Allied Members shall not be permitted to vote, make motions, nor hold elective office.
Allied Members shall have the privilege of displaying the logo of the Association.
Honorary Membership
Honorary Membership may be conferred upon individuals at such time and under such terms as may be determined by the Board of Directors. The Board may limit period of Honorary Membership and act upon such membership as necessary. Honorary Members shall be afforded the following privileges:
Honorary Members shall not be expected to pay dues.
Honorary Members shall not be permitted to vote, make motions nor hold elective office.
Honorary Members shall have the right to attend and participate in general meetings and functions and may be appointed to serve on any committee.
Life Membership
A Past President who has given 20 years or more of dedicated service to this Association or has retired from the industry (or both) shall be issued, at the discretion of the Board of Directors, a certificate of Life Membership in this Association. Life Members shall be afforded the following privileges:
Life Members shall not be expected to pay dues.
Life Members shall have the right to attend participate in general meetings and functions and may be appointed to serve on any committee.
Life Members shall not be permitted to vote, make motions, nor hold elective office.
Dues
a. The Board of Directors shall determine the annual dues of the members of the Association. All dues are to be paid in a manner as determined by the Board of Directors.
b. The term of the fiscal year is from January 1 to December 31.
Application for Membership
All applications shall be in writing on forms provided by the Association and submitted in a manner prescribed by the Board of Directors.
Suspensions, Revocations, and Termination of Memberships
Suspension, revocation or termination of membership shall be by unanimous vote of the Board of Directors, and a two-thirds vote of the General Membership.
Logo and Name
Only Active, Associate and Allied Members in good standing are authorized to use and or display the Association name and logo or represent themselves as being members.
b. The Association and its officers retain full legal rights to the logo and name including the rights to prosecute any persons or organizations that use said logo and name without authorization.
c. Member in good Standing
A member in good standing is defined as any approved member in compliance with the criteria of the OPMA and has paid dues to date.
ARTICLE IV
OFFICERS, DIRECTORS, EXECUTIVE COMMITTEE
A. Officers
The officers of the Association shall be president, vice president, and secretary-treasurer.
1. President. The president shall preside at the general meetings of the Association, at the board meetings, and at the executive committee meetings and perform the usual duties' incident to that office. The President shall be an ex-officio member of all committees.
2. Vice-President. The vice-president shall perform duties of the president in the absence of the latter. The Vice-President shall be a member of the executive committee.
3. Secretary-Treasurer. The Secretary-Treasurer shall give notice of all meetings and shall conduct the correspondence and keep records of the Association. The Secretary-Treasurer shall be the corporate officer directly charged with the responsibility for the financial affairs of the Association. The Secretary-Treasurer shall be a member of the executive committee.
B. Executive Committee
The Executive Committee shall consist of the president, vice-president, secretary-treasurer, and immediate past president. The executive committee shall give advice and manage the affairs and property of the Association with the approval of the Board of Directors.
C. Board of Directors
There shall be a Board of Directors composed of 10 members, President, Vice-President, Secretary-treasurer, Immediate Past President and six members chosen by general membership in section C-1. The immediate Past President shall become chair of the Board of Directors (a Vice Chair shall be elected from the Board of Directors to serve in his/her absence). The Immediate Past President shall be the chairman of the Past Presidents Council. He/she shall not vote unless to break a tie vote.
A least 1 Allied Member shall be appointed by the President (with Board approval) to represent the Allied Council to the Board of Directors.
The Board of Directors shall have full power to review and approve the actions relating to the operations of the Association. Voting by conference call of the Board of Directors is permitted.
1. Two directors are to be elected each year and shall serve for a period of three years beginning on the first day of January following election or until their successors are duly elected.
2. Resignations: The office of any elected official who resigns from office before the expiration of his/her term shall be filled by an appointee of the president’s choice with two-thirds approval of the Board of Directors.
3. Termination’s: The Association reserves the right to terminate the tenure of office of any elected official who is not performing their duties or functioning with the most ethical practices of his/her office. A majority vote of the Board of Directors is needed to sanction this action.
4. Vacancies:
a. Any Vacancy to an elected position shall be filled by appointment, by the Board of Directors and such appointed position shall serve only to the conclusion of the unexpired term to which they are appointed.
b. Any vacancy to a committee position may be filled by appointment, by the President, and such appointed position shall serve at the discretion of the president.
ARTICLE V
NOMINATIONS AND ELECTIONS
A. Nominations and Elections
1. The president shall appoint a nominating committee made up of at least 3 past presidents
2. Prior to the annual meeting, the committee’s duty shall be to submit to the board of directors a report nominating a slate of officers and directors for the following calendar year.
3. The name of all candidates nominated shall be arranged on a ballot in the following order: president, vice-president, secretary-treasurer, and two directors.
4. The election shall take place during the annual meeting, at which time nominations may be taken from the floor.
5. The president shall appoint a committee of not less than two judges who shall supervise the election. The nomination and election shall follow “Robert’s Rules of Order”.
ARTICLE VI
MEETINGS OF THE ASSOCIATION
A. Regular General Membership Meetings:
1. The Board of Directors shall determine the time and place of regular meetings.
2. The last regular meeting of the calendar year shall be the annual meeting. The annual meeting shall be held in approximately the first two weeks of December.
3. Representatives of non-member firms may attend no more than two regular general membership meetings within a two-year period and only then at the invitation of an Active Member.
B. Special Meetings:
1. Special meetings shall be held when called by the president or by the request of twenty percent or more of the Active Members made in writing and stating the purpose of the meeting, and request delivered to the secretary.
2. Except in cases of emergency, as determined by the president, notice of special meetings must be sent to each member at least 10 days in advance of the meeting and must state the purpose for which the meeting will be held. Only such business as set forth in the notice shall be acted upon at a special meeting.
C. Board of Directors Meetings:
1. The Board of Directors shall determine the time and place of regular meetings.
D. Executive Committee Meetings:
1. The Executive Committee shall determine the time and place of regular meetings.
E. Quorums:
1. Attending Active Members in good standing (as of February 28) shall constitute a quorum at a general membership or special meeting. Six Board Members shall constitute a quorum for a Board of Directors Meeting. Three Executive Committee members shall form a quorum for an Executive Committee Meeting. Once a quorum has been declared, it shall remain a quorum for the duration of the meeting the day the quorum is declared.
F. Proxies:
Board Members unable to attend a meeting must submit their proxies in writing to the secretary prior to the meeting naming an Active Member or additional Active Member as proxy.
Active members unable to attend a general or special meeting may submit their proxies in writing to the secretary 72 hours prior to the meeting naming an Active Member or additional Active Member as proxy.
B. Parliamentary Authority
The proceedings of all general membership meetings, special meetings, board meetings, and executive committee meetings shall be governed and conducted in accordance with the latest edition of Robert’s Rules of Order. A parliamentarian (appointed by the president) shall keep order at all meetings.
ARTICLE VII
COMMITTEES and COUNCILS
The president shall appoint committee(s) as may be necessary to carry on the work of the Association. The president shall notify committee members and chairpersons of their duties and responsibilities.
1 Past Presidents Council:
The Past Presidents Council shall be made up of all Past Presidents in good standing with the association. Chairperson of the Past Presidents Council shall be the current Past President. Past Presidents Council shall offer members of the council to serve on all standing committees. Past Presidents Council shall consult with the Nominations committee to compile a roster of candidates for consideration of elected office.
2 Allied council:
The Allied Council serves as the representative body for the allied members of OPMA and allows for a supportive interaction between the OPMA Board of Directors and the Allied membership, bringing concerns and suggestions to the OPMA Board. The objective of the Allied Council is to fully recognize the role and importance of the allied membership body, and to grow the allied membership. The Allied Council will additionally work to maximize the value of membership to all Allied members and prospective members.
ARTICLE VIII
REVENUES AND DISBURSEMENTS
An operating budget shall be prepared by the Executive Committee and adopted by the Board of Directors each year. This budget is to control the expenditures of the Association for the ensuing year. No appropriations or additional expenditures of moneys shall be made except by majority vote of the Board of Directors or the General Membership of the Association. No officer, director, committee member or employee of the association shall contract any obligation or incur any debt on behalf of the Association or in any way render it liable unless authorized by a majority vote of the Board of Directors of the General Membership.
ARTICLE IX
ETHICS
The membership shall observe the following Code of Ethics;
Relation of Member to Public: The member in his/her advertisements or other solicitations of business shall not use fraudulent or misleading wording or methods.
Relation of Member to Client: The member shall thoroughly analyze the needs of his/her clients and shall conscientiously recommend the appropriate control measures.
Professional Services: The Member upon accepting a contract or service agreement shall render skilled, intelligent and conscientious service.
Relation of Member to Competitor: The Member shall not publicly criticize the business or private affairs of a competitor.
Relation of Member to Association: The member shall be loyal to the principles of the Ohio Pest Control Association and be active in its advancement.
ARTICLE X
AMENDMENT OF CONSTITUTION
This constitution may be revised, altered or amended at any meeting of the General Membership by two-thirds vote of those present and voting at said meeting provided that at least 10 days’ notice of the proposed action shall have been given to the members in the notice of the meeting.
ARTICLE XI
BY-LAWS
The Board of Directors shall make such by-laws, not in conflict with the constitution, as may be necessary for the proper government of the Association. Such by-laws shall become operative when adopted by a two-thirds vote of the Board of Directors.
A. Originating Amendments of By-laws
Proposals for the amendment of the by-laws may be initiated by:
1. A majority of the Executive Committee.
2. The written request of not less than 25 percent Active Members.
3. A majority of the Board of Directors.
B. Procedure for Consideration of By-law Amendments
Proposals for amendment of the by-laws shall be submitted to the president not less than thirty days prior to a Board of Directors meeting. The president shall provide a copy of all proposals to each member of the Board at least 14 days prior to a board meeting. The president shall appoint a constitution and by-laws committee who shall consider each proposal and report its recommendations to the president prior to the meeting of the Board of Directors.
C. Adoption of Amendments
A two-thirds vote of the Board of Directors shall be required to adopt any amendment.
STECKEL AMENDMENT
Member firms which are owned, managed, or otherwise operated by a common parent corporation, firm or business entity shall be allowed only one member on the Executive Board provided, however, that this provision shall not apply to any individual serving on the Board as of the date this provision is adopted.
If at any time it is determined that two or more individuals serving on the Executive Board are representatives of firms owned, managed, or otherwise operated by a common parent corporation, firm or business entity, all but one shall resign immediately from the Board. The Vacancy(ies) created by such resignation(s) shall be filled in accordance with the provisions of the constitution and by-laws.
The order of resignation shall be the last member of the Board who becomes affiliated with a common parent corporation, firm, or business entity of another Board Member shall be the first to resign until only one representative of any common parent corporation, firm, or business entity shall remain on the Board; If two or more such individuals are elected to office at the same election, then such individuals shall decide among themselves who shall resign and who shall remain on the Board unless otherwise determined by the common parent corporation, firm, or business entity.
Code of Ethics
The membership shall observe the following Code of Ethics:
Relation of Member to Public: The member in his/her advertisements or other solicitations of business shall not use fraudulent or misleading wording or methods.
Relation of Member to Client: The member shall thoroughly analyze the needs of his/her clients and shall conscientiously recommend the appropriate control measures.
Professional Services: The Member upon accepting a contract or service agreement shall render skilled, intelligent and conscientious service.
Relation of Member to Competitor: The Member shall not publicly criticize the business or private affairs of a competitor.
Relation of Member to Association: The member shall be loyal to the principles of the Ohio Pest Control Association and be active in its advancement.