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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 DirectorsThe 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.