Bylaws

CONSTITUTION AND BYLAWS

NORTH CAROLINA PEST MANAGEMENT ASSOCIATION CONSTITUTION AND BYLAWS

ARTICLE I – NAME

The name of the organization shall be NORTH CAROLINA PEST MANAGEMENT ASSOCIATION, INC., hereinafter referred to as the "Association."

ARTICLE II – PURPOSES

The objectives of the Association are as follows:
Section 1. To promote general standards and ethics of the Pest Management Industry.

Section 2. To foster research and diffusion of knowledge of the Pest Management Industry among its membership.

Section 3. To promote a broader understanding and acceptance of the Pest Management Industry as indispensable to the health, comfort, safety, and convenience of the public.

Section 4. To encourage, establish, and maintain high standards of competence, knowledge, and performance in relation to the Pest Management Industry.

Section 5. To promote a closer and more professional relationship among those engaged in the Pest Management Industry.

Section 6. To cooperate with the National Pest Management Association and with governmental and educational authorities for the good of the community and industry.

ARTICLE III – MEMBERSHIP AND DUES

Section 1. ACTIVE MEMBERSHIP:

An active membership with the Association shall be limited to any individual representing a firm, partnership, or corporation, who is licensed under the N.C. Structural Pest Control Act and renders services in the State of North Carolina whose business record is consistent with the Code of Ethics and whose employees are in sympathy with the purpose of this Association. Said individual representing a firm, partnership, or corporation shall be eligible for membership with no specific time requirement for being in the pest management business.

Section. 2. ALLIED MEMBERSHIP:

Any person, firm, or corporation not engaged in providing pest management services to the public, but which manufactures or supplies services, products, equipment, or other materials to the pest management industry shall be eligible for allied membership. Allied members shall not have voting power and shall not be eligible for an elective office (except as outlined in Article IV, Section 6A - Board of Directors, Allied/Associate Industry Representative.)

Section 3. ASSOCIATE MEMBERSHIP:

A. Any individual who, in the opinion of the Governing Board, is in sympathy with the purposes of the Association, qualified by reason of experience or training in entomology, biology, chemistry, sanitation, or allied science related to the practice of pest management, and is not otherwise eligible for membership in the Association, may apply for associate membership.

B. Membership shall be in the name of the individual and not his employer or any other party. Rights and privileges of membership shall accrue to the individual member and are not transferable.

C. Associate members shall not have voting power and shall not be eligible for an elective office (except as outlined in Article IV, Section 6A - Board of Directors, Allied/Associate Industry Representative.)

Section 4. SPECIAL RECOGNITIONS:

Outstanding contributions to the Association by individual pest management professionals and industry and/or government representatives may be recognized by induction into a membership classification of Honorary, Life, or Hall of Fame membership.

HONORARY MEMBERSHIP – Shall be open to any non-industry individual who has performed outstanding service to the pest management profession. Honorary members shall not be required to pay any dues or assessments and shall not have voting privileges.

LIFE MEMBERSHIP – An individual who has been an active member of the Association for twenty (20) years or longer may, upon retirement from the industry, be eligible for Life membership in the Association. Life members shall not be required to pay dues or assessments. They shall not have voting privileges unless designated by the member's firm in writing to the Secretary of the Association that the individual be recognized as a voting representative and such privilege meets the requirement(s) contained in Article III, Section 7 of these Bylaws. Any member desiring this status and meeting the above qualifications should make application to the Association office.

HALL OF FAME MEMBERSHIP – This designation is to recognize those pest management professionals who have made significant contributions to the Association and to the pest management industry through their leadership and example. Hall of Fame members shall not be required to pay dues or assessments. They shall not have voting privileges unless designated by the member's firm in writing to the Secretary of the Association that the individual be recognized as a voting representative and such privilege meets the requirement in Article III, Section 7.

In order to obtain an Honorary, Life, or Hall of Fame membership, the individual must be nominated by two (2) of the individual’s peers in the pest management industry who personally worked in the Association with the nominee and can attest to his or her contributions, and said nominee must be approved by the Membership Committee.

Section 5. METHOD OF REPRESENTATION:

A. Branch and/or affiliated offices. Each active membership, except as hereinafter qualified or amended, shall be entitled to one (1) vote on all matters requiring vote of the membership. If the member should be a multi-location company operating under common ownership and management as a single corporate entity, they will designate authorized representatives to serve as their voting members. In no case, will any active membership be entitled to more than one (1) vote or have more than one (1) representative serving on the Board of Directors. All such branches or affiliates will be considered active members, with all other rights, privileges, and responsibilities of Association membership.

B. Designated member must be registered/certified/licensed under the NC Structural Pest Control Act and shall have all rights of members, to include voting and serving on any committee and the Board of Directors, but will not be eligible to serve as President, Vice President, or Secretary/Treasurer unless licensed under the NC Structural Pest Control Act.

C. The designated voting member for each company will be indicated on the annual renewal application. This designation may be changed for any general membership meeting by submission to the Secretary/Treasurer or to the Executive Director and/or Executive Committee of a properly executed proxy (either licensed or unlicensed) prior to the general membership meeting.

Section 6. DUES AND ASSESSMENTS:

Dues shall be set by the Board of Directors based on the financial needs of the Association. The Association's membership year is from July 1st to June 30th. Dues shall not be prorated for a part/portion of the membership year. Special assessment may only be levied for designated purposes by three-fourths (3/4) vote of the members present at any regular meeting. Annual Association dues shall not exceed two thousand five hundred dollars ($2,500.00) per member (excludes National Pest Management Association dues). Any member whose dues are thirty (30) or more days past due, without just cause, from the conclusion of the prior membership year may be suspended. In such event, all privileges of membership shall be terminated. Any member suspended for non-payment of dues may be reinstated at any time by payment of dues in full for the current membership year. A reinstatement fee may apply.

Section 7. APPLICATION FOR MEMBERSHIP:

All applications for membership shall be submitted to the Board of Directors Executive Committee and/or Executive Director in writing and/or electronically and on forms provided by the Association. Applications for membership must be accompanied by an approved method of payment in the proper amount for annual dues. Applications for Active, Associate, or Allied memberships shall be processed in accordance with procedures set forth in these Bylaws.

Applications shall not be required for Honorary, Life, and Hall of Fame membership. Section 8. ELECTION TO MEMBERSHIP:

In order to obtain an active membership, associate membership, or allied membership, the applicant must comply with the following:

A. Application for membership shall be posted by the Association through means of written and/or electronic notification. If after thirty (30) days there have been no objections in writing and/or electronically from the membership, the applicant automatically is accepted for the type of membership for which he or she is eligible. Those who oppose membership applicants shall submit objections in writing and/or electronically to the Chairman of the membership committee within thirty (30) days of the applicant’s name being distributed to the members. Entry shall be permitted or denied as decided by vote of the members of the Board of Directors attending the next Board of Directors meeting.

B. Any applicant with litigation pending involving an existing member of the Association shall have its membership application held in abeyance until such time as the litigation is resolved. "Litigation pending" shall be defined as any litigation (including but not limited to pleadings, documents, papers, and/or other filings) filed in either a Federal and/or State court or tribunal prior to the expiration of the thirty (30) day comment period set out in Article III, Section 8, Paragraph A. "Resolved" shall be defined as the point in time when a dismissal with prejudice of the action is filed with the court or tribunal.

C. Any applicant with litigation pending involving issues of trustworthiness or moral turpitude shall have its membership application held in abeyance until such time as the litigation is resolved. The definitions set in Article III, Section 8, Paragraph B shall apply hereto.

Section 9. RESIGNATIONS:

All resignations of members shall be presented in writing and/or electronically to the Board of Directors. Should a member resign, no dues will be refunded.

[The original Article III, Section 10 and Section 11 have been deleted pursuant to suggested revisions]

Section. 10. SUSPENSION AND EXPULSION:

A. Any membership may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the Constitution, Bylaws, and Code of Ethics of the Association, any agreement, rule, or practice properly adopted by the Association, or by any other conduct prejudicial to the interest of the Association. Any member may file with the Secretary of the Association, a written or electronically submitted complaint regarding any of the above- referenced charges against any other member. Thereafter, the Secretary shall communicate a general statement of the charges to the complained of member at least ten (10) calendar days prior to the meeting of the Board of Directors at which the charges against the complained of member are to be considered. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges against the complained of member are to be considered. At the Board of Directors meeting where the charges against the complained of member are to be considered, the complained of member shall have the opportunity to appear and present any defense(s) he or she may have to such charges before any further action by the Association is taken. Suspension or expulsion of a member shall be by the unanimous vote of the Board of Directors, and by a two-thirds (2/3) vote of the voting members present at any regular meeting of the Association.

B. Upon suspension, expulsion, or resignation of a member, all privileges afforded to said member by the Association shall immediately and automatically terminate. Membership activities such as use of the seal or slogan of the Association, or referencing membership of the Association in advertising, and all other benefits afforded to an Association member must be promptly discontinued.

C. Right of Appeal – Any applicant for membership who is rejected, or any member who is suspended or expelled, shall have the right to appeal for a review of his or her case by the membership. The membership, at any regular or special meeting, may reverse the decision of the Board of Directors by three-fourths (3/4) vote of the members present.

D. Former members may make re-application for membership through the same procedures as new members. Members expelled for cause may not reapply for a period of one (1) year from the date of expulsion.

Section 11. NATIONAL PEST MANAGEMENT ASSOCIATION (NPMA) MEMBERSHIP:

Effective as of July 1, 1996, and until rescinded by the membership, applicants for membership in the Association and those renewing the Association membership shall be required to become members of the NPMA, paying dues in accordance with the schedule agreed upon by the Association and the NPMA.

ARTICLE IV – OFFICERS AND DIRECTORS

The officers of the Association shall be President, Vice President, Secretary/Treasurer, Immediate Past President, four (4) Regional Directors (one (1) director from each region), four (4) At-Large Directors, and two (2) Allied/Associate representatives.

Section 1. PRESIDENT:

The President shall preside at the meeting and perform the usual duties incidental to his or her office. He or she shall be an ex-officio member of all committees. Upon the end of the President’s term, the President shall serve as Immediate Past President for a period of one year.

Section 2. VICE PRESIDENT:

The Vice President shall have all powers of the President when the President is absent and/or is incapacitated. The Vice President is to preside when it is necessary for the President to leave the chair and shall have such other duties and responsibilities as may be conferred by the Board of Directors. The Vice President does not automatically succeed to the Presidency.

Section 3. SECRETARY/TREASURER:

The Secretary/Treasurer shall give notice of all general membership meetings and shall conduct correspondence and keep such records of the Association as are entrusted to the Secretary/Treasurer in conjunction with the Association staff.

The Secretary/Treasurer shall, in conjunction with the Association staff, receive and disburse funds of the Association. Prior to any disbursement(s) of any check(s), the Secretary/Treasurer shall provide written and/or electronic acknowledgement of approval or disapproval of said disbursement(s). If the Secretary/Treasurer is unavailable to give such approval or disapproval, the Vice President or President may provide written and/or electronic acknowledgment with notification to the Secretary/Treasurer. The Secretary/Treasurer, in conjunction with the Association staff, shall keep a complete roll of members and shall keep regular books of accounts, which shall be opened to inspection by the President, Vice President, and/or Secretary/Treasurer of the Association upon request. The Secretary/Treasurer shall report, at each regular meeting of the NCPMA, Board of Directors, and/or general membership, monies on hand, receipts, disbursements, monies due, outstanding obligations, and resources of the Association. At the expiration of his or her term, the Secretary/Treasurer shall surrender all books, papers, and/or property of the Association in his or her possession.

Section 4. REGIONAL DIRECTORS:

Each Regional Director shall represent his or her respective region and perform such duties that may be assigned to him or her by the President and/or the Board of Directors.

Section 5. AT-LARGE DIRECTORS:

At-Large Director positions are open to all active members in good standing. Each At-Large Director will be responsible for holding meetings when needed. The At-Large Director shall perform such other duties that may be assigned to him or her by the President and/or by the Board of Directors.

Section 6. DIRECTORS:

There shall be a Board of Directors composed of a total membership of fourteen (14) voting members. The thirteen (13) officers (President, Vice-President, Secretary/Treasurer, four (4) Regional Directors, four (4) At-Large Directors, and two (2) Allied/Associate representatives) elected each year, except for the Allied/Associate representatives who will serve for two years, and the Immediate Past President, automatically become members of said Board of Directors. The officers shall serve for a period of one (1) year, except for the Allied/Associate representatives who will serve for two years, or until their successors are duly elected. There shall be no more than one (1) individual from any active membership (see Article III, Section 1) eligible to serve on the Board of Directors at any given time. At the President’s discretion, there shall be up to two (2) additional, ex-officio (non-voting), appointed directors. These ex-officio directors may make motions or offer seconds to motions but may not vote.

A. There will be two (2) members of the Board of Directors that will be selected from either the Allied or Associate membership. The Nominations Committee will receive two (2) or more names of individuals willing to serve as submitted by the Allied/Associate members. They, in turn, will choose two (2) names for the slate of candidates to be submitted to the general membership in the annual meeting(s). These two positions will be staggered so that one Allied/Associate representative will join the Board of Directors each year and one will rotate off. Nominations from the floor will also be open.

B. Duties of the Board of Directors:

1) The Board of Directors shall have full charge of the property, funds, and general management of the affairs of the Association, subject to such instructions as may be given at any duly called meeting of the Association.

2) Meetings of the Board of Directors shall be held at such times as the Board of Directors may determine.

3) Special meetings may be called by the President.

4) Eight (8) members of the Board of Directors shall constitute a quorum, but no action at any meeting shall be taken without eight (8) votes in accord.

5) Any vacancies in the Board of Directors during the year may be filled by appointment by the Board of Directors for the duration of the term at a meeting called by the President for such a purpose.

6) All meetings can be in person and/or can be held virtually/electronically.

Section 7. The Association reserves the right to terminate the tenure of office of all officers and/or directors who are not fulfilling the responsibilities of their office by a two-thirds (2/3) vote of the membership present at any general membership meeting of the Association, or a unanimous vote of the Board of Directors (excluding the member in question). Specific examples of what may constitute a basis for such action would be:

A) Failure to attend three (3) scheduled Board of Directors meetings in a 12-month period (extenuating circumstances are to be considered by the Board of Directors).

B) Failure to pay annual dues in a timely manner.

C) Consistently failing to fulfill tasks of office or those assigned by the President.

D) Flagrant violation(s) of the Code of Ethics as outlined in Article X.

E) Misappropriation of Association funds.

Section 8. The state will be divided into four (4) regions with regional directors elected from each region by the membership at the annual meeting(s).

Section 9. The Executive Director shall work under the direction of the Board of Directors and, at the expense of the Association, furnish such bond as may be required by the membership.

ARTICLE V – NOMINATIONS AND ELECTIONS

Section 1. At one (1) of the two (2) meetings of the Association each year, said meetings being at a place and time designated by the Board of Directors, nominations of officers may be made from the floor by the active members in good standing attending the meeting. The Nominating Committee's recommendations do not abrogate the right of the members to offer nominations as stated above. There shall be no more than one (1) individual from any active membership (see Article III, Section 1) eligible to be nominated as an officer. No person shall be eligible to hold an office in the Association unless that person has been a member of the Association in good standing for at least one (1) year.

Section 2. The slate of candidates selected by the Nominations Committee shall be published by the Association prior to the meeting whereby the officers are to be selected.

Section 3. The names of all candidates shall be arranged on a ballot or voted on in the following order: President, Vice President, Secretary/Treasurer, four (4) Regional Directors, four (4) At- Large Directors, and two (2) Allied/Associate industry representatives.

Section 4. Officers of the Association shall be elected at one (1) of the two (2) meetings of the Association each year and said elected officers shall assume their duties on July 1st of the following year.

Section 5. The President shall appoint a committee of not less than two (2) judges, who shall have supervision over the election.

ARTICLE VI – MEETING OF THE ASSOCIATION

Section 1. There shall be two (2) annual meetings of the Association each year. The first meeting shall occur during the first part of the year at PCT School, and the second meeting shall occur at the Summer Conference, unless otherwise directed by the Board of Directors. The location and date of the two (2) annual meetings to be held each year are to be designated by the Board of Directors, with at least 30 days’ notice in writing and/or electronically to the membership.

Section 2. Special meetings (any meeting held outside of general membership meetings outlined in Article VI, Section 1) shall be held when called by the President or by the request of eight (8) or more members. The request for special meetings must be made in writing and/or electronically, the request should state the purpose of the meetings, the request should be delivered to the President or Executive Director, and the special meeting must be called within thirty (30) days of its request being delivered.

Section 3. Except in the case of emergency, as determined by the President and the Board of Directors, notice of special meetings must be sent to each member at least ten (10) days in advance of the meeting, in writing and/or electronically, and must state the purpose for which the meeting is to be held. Only such business as is set forth in the notice shall be acted upon at a special meeting.

Section 4. At least twenty-five (25) active Association members shall constitute a quorum at any meeting.

Section 5. The proceeding of all meetings of the Association shall be governed by and conducted in accordance with the latest edition Robert’s Rules of Order, revised.

Section 6. The Board of Directors shall, at their discretion, enter into an Executive Session for the purpose of discussing Association business (such as personnel or legal matters). The Executive Session shall be open only to the voting members of the Board of Directors unless an invitation was extended in advance of said meeting.

Section 7. All meetings can be in person and/or held virtually/electronically.

ARTICLE VII – COMMITTEES

Section 1. The Association President shall create and/or appoint members to such committees as may be necessary or advisable to carry on the work of the Association, except elective committees as may from time to time be determined by the Association. Refer to the Standard Operating Procedures for a complete list of committees and their responsibilities.

Section 2. MEMBERSHIP COMMITTEE:

The Membership Committee shall review all applications for membership and shall investigate the eligibility of each applicant and submit a report, in writing or electronically, to the Board of Directors. This Committee shall also oversee soliciting new members to the Association. (Election to Membership, see Article III, Section 8.) This committee will consist of all members as determined by the President or as outlined in the Standard Operating Procedures.

Section 3. FINANCIAL ADVISORY COMMITTEE:

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The Financial Advisory Committee shall consist of five (5) members, being the Vice President, the Secretary/Treasurer, and three (3) other members appointed by the President. These appointed members shall be Past Presidents with financial management abilities.

A. The members of the Financial Advisory Committee will serve three (3) year terms. The initial appointees will be for one (1), two (2), and three (3) year terms, respectively, so that their terms will expire on alternating years. They may be reappointed should the current President so desire.

B. This committee will be responsible for oversight and management of all the Association's assets and financial activities.

[Article VII, Section 3, Paragraph B, Subsections (1) through (8) have been deleted pursuant to suggested revisions.]

Section 4. EXECUTIVE COMMITTEE:

The Executive Committee shall consist of four (4) members, being the President, the Immediate Past President, the Vice President, and the Secretary/Treasurer. They may meet or confer as deemed necessary by the President to consider any business of the Association as may be appropriate. Any actions they may take should be presented for approval at the next Board of Directors meeting.

Section 5. NOMINATIONS COMMITTEE:
The Nominations Committee shall consist of the members of the Past Presidents’ Council. ARTICLE VIII – REVENUES AND DISBURSEMENTS

Section 1. No appropriations or expenditures of monies, unless provided for in the approved budget, shall be made except by vote of the Board of Directors with recommendations of the Finance Committee. In no case may the annual budget be exceeded by more than ten thousand dollars ($10,000.00) in any fiscal year without approval of the majority of the general membership. 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 vote of the Board of Directors of the Association.

ARTICLE IX – ORDER OF BUSINESS

The order of business for regular, annual, or special meeting(s) of the Association, subject to the discretion of the Board of Directors, shall be as follows:

1. Call to order and roll call

2. Action on minutes

3. Receiving of communications

4. Reports from officers
5. Reports from committees
6. Unfinished business

7. New Business
8. Election of officers and directors

ARTICLE X – ETHICS

The Association subscribes to the Code of Ethics, which code is adopted as part of Standard 16 of the Standard Operating Policy.

Section 1. To uphold the principles of this Association.
Section 2. To hold the Pest Management Industry in high esteem and strive to enhance its prestige.

Section 3. To maintain a high level of moral responsibility, character, and business integrity; to practice fairness, frankness, and honesty in all advertising and in all transactions with the general public.

Section 4. To strive to meet the needs of our clients in a competent and proficient fashion.

Section 5. To know the accurate costs of all services performed and responsibilities assumed in the prevention, control, elimination, or management of pests, and demonstrate a determination to recoup those costs and to profit from the effort.

Section 6. To render pest management services safely and efficiently in keeping with good practices and to observe them in both letter and spirit.

Section 7. To strive to perfect our skills and business practices. To cooperate with others in the interchange of knowledge and ideas for mutual benefit.

Section 8. To respect the reputation and practice of other pest control operators, but to expose to the Association, without hesitation, illegal or unethical conduct of firms.

ARTICLE XI – AMENDMENT OF BYLAWS

These Bylaws may be revised, altered, or amended at any meeting of the Association, by vote of three-fourths (3/4) of those present and voting at said meeting, provided that ten (10) days’ notice of the proposed action shall have been given to the members in the notice of meeting and a quorum is present.

Approved May 28, 1963

Revised July 1967

Revised January 17, 1978

Revised January 19, 1982

Revised January 17, 1984

Revised July 25, 1992

Revised January 19, 1993

Revised January 17, 1995

Revised January 14, 1997

Revised January 16, 2001

Revised August 4, 2001

Revised January 22, 2002

Revised July 31, 2004

Revised January 17, 2006

Revised January 16, 2007

Revised January 23, 2008

Revised January 20, 2009

Revised July 26, 2012

Revised January 27, 2014

Revised January 28, 2020

Revised January 25, 2021