MSPCA Constitution and Bylaws
Maryland State Pest Control Association Constitution (effective December 8, 2011)
Article I. Name
Section 1. The name of this organization shall be the Maryland State Pest Control Association, Incorporated, hereinafter referred to as the Association.
Section 2. The territorial limits of the Association shall be confined to the state of Maryland.
Article II. Definition
Section 1. The term "Pest Control Industry" or "Industry" includes: any person, firm or corporation actively engaged in the performance of structural pest control services commercially to the public at large. Further inclus¬ion in the "Industry" shall mean a person, firm, or corporation which manu¬factures or supplies products, equipment, and/or other materials or services to the pest control industry.
Article Ill. Purposes & Objects
Section 1. The objects of this Association shall be:
(1) To promote general standards and ethics of the pest control industry.
(2) To foster research and distribution of knowledge of the industry among its membership.
(3) To foster, promote, maintain and encourage the civic, social, commercial, and industrial welfare of the pest control industry.
(4) To cooperate with the National Pest Management Association and with Federal, State, and Local Government authorities for the good of the community and the industry.
(5) To cooperate with scientific and educational institutions in matters of interest to the pest control industry.
(6) To consider and deal with those common industry problems affecting the harmony and unity among the members; to secure cooperative action in advancing the common purposes of its members, foster equity in business usages, and promote activities aimed to enable the industry to conduct itself with the greatest economy and efficiency.
(7) To do anything necessary and proper for the accomplishment of any objects herein set forth or which shall be recognized as proper and lawful objectives of trade associations, all of which shall be consistent with the public interest, as well as in the interest of this industry and trade.
Section 2. In furtherance of these purposes and objects, but not in limitation thereof, the Association shall have power:
(1) To collect and disseminate statistics and other information.
(2) To conduct investigations and submit reports with reference/technical research, testing, supplies and materials, and application methods.
(3) To conduct trade promotion activities, including adver¬tising and publicity.
(4) To advance lawful and fair trade practices, customs, and usages.
(5) To promote the arbitration of dispute.
(6) To further vocational and sales training and education, of those connected with or desirous of becoming affiliated, with the industry.
(7) To further the reduction of accidents and the establishment of safe methods and practices, in performance of pest control operations.
(8)To promote sound accounting practices and cost accounting methods.
(9)To promote an exchange of credit information.
(10)To engage in any lawful activities which will enhance the efficient and economic progress of the industry and apprize the public of its scope and character.
Article IV. Membership
Section 1. Classes of Membership. The Association shall have five (5) classes of memberships which shall be designated as Active, Allied, Honorary, Special and Associate.
Section 2. Active Membership. Any pest control firm or organization which, in the opinion of the Board of Directors is in sympathy with the purposes of the Association, shall be eligible for Active membership provided said pest control firm or organization is licensed to inspect for pests and/or perform pest control by the Maryland Department of Agriculture.
Section 3. Allied Membership. Any person, firm or corporation not engaged in performing pest inspections and/or pest control service, but which manufactures or supplies products, equip¬ment and/or other materials to the industry shall be eligible for membership. Allied Members shall have no voting privileges and shall not be eligible for an elective office however, are encouraged to serve on committees.
Section 4. Honorary Membership. An Honorary Membership may be conferred upon an individual on the recommendation of the Board of Directors and approved by three fourths of the members present and voting at any Annual meeting of the Association. Honorary Memberships shall be granted only to individuals who have made outstanding contributions to the pest control industry. Honorary members shall not be allowed to vote or to hold elective office.
Section 5. Special Membership. A Special Membership may be conferred upon an individual upon the recommendation of the Board of Directors and approved by three fourths of the members present and voting at any Meeting of the Association. Special Membership shall be granted to individuals in a Regulatory or Advisory capacity with respect to the Maryland Pest Control Industry, and who have shown an interest in this Association through their continuing efforts and assistance on our behalf. Special members shall not be allowed to vote or to hold elective office.
Section 6. Associate Membership. An associate membership may be conferred upon any individual who wishes to receive the newsletter and attend meetings. Associate members shall have no vote and cannot hold elective office. Dues shall be at a reduced rate.
Section 7. Voting. Each member firm and/or corporation shall have one vote and shall appoint one person to be its representative to vote and act for the member firm in all affairs of the Association.
Article V. Duration of Membership
Section 1. Period of Membership. Membership shall continue during the existence of the Association unless terminated as hereinafter provided or by death of the member.
Section 2. How Terminated.
(1) Active Membership shall automatically termi¬nate if and when an Active Member ceases to be engaged in the business of Pest Control as defined in Article IV.
(2) Changes in ownership of a firm or organization shall necessitate a cancellation of the existing membership and a new application for member¬ship on the part of the new owners, if they desire to be members. The new applicant must meet the requirements for membership as set forth herein.
(3) The membership of any member who shall have ceased to abide by the Constitution and By Laws of this Association shall be terminated by the Board of Directors by votes of not less than the majority of the membership at a meeting called for that purpose.
(4) The membership of any member may be terminated by the Board of Directors for a reason which the Board of Directors may deem sufficient by votes of not less than the majority of the members at a meeting called for that purpose.
(5) In any case, the member shall be given at least 20 days notice in writing of such pending action in order that he /she may have the opportunity of appearing before the Board of Directors to state his /her case. Service of notice shall be by personal delivery or by registered letter to his /her last known address.
(6) In case of such decision to terminate membership, the secretary shall notify the member within 7 days after the date of Board's decision. Such a member may, within 14 days from the date of such action submit an appeal in writing to the membership of the Association. Then the Board of Directors shall set this for the next regular meeting, unless the matter at hand is of an emergency nature. Then the Board of Directors shall set a date for a special meeting of the Association to be held within 60 days of the date of the notice of appeal and the Secretary shall give each Active Member written notice of such meeting and of the business to come before it 10 days prior to the date of the meeting.
(7) The action of the Board shall be final if no appeal is taken;
but if appeal is taken, then the action of the Association shall be final.
(8) Non payment of dues and/or assessments may be the cause for expulsion from the Association, or other disciplinary action, in accordance with the procedure hereinafter provided for. Such former member at the discretion of the Board, may be reinstated to membership upon his petition and payment of all his indebtedness to the Association, provided that he /she meets the qualifications for membership as set forth herein.
(9) Loss of License through action by the State of Maryland.
Section 3. Resignation. The resignation of any member shall be in writing addressed to the President or the Secretary and shall be accepted provided that all indebtedness of the member to the Association has been paid.
Section 4. Forfeiture of Property Interest. Any member whose membership has been terminated in any manner whatsoever shall forfeit all interest in any funds or other property belonging to the Association.
Article VI. Meetings
Section 1. This Association shall meet as provided in the By Laws.
Section 2. The Annual Meeting and election of officers of this Association shall be held as provided in the By Laws.
Article VII. Dues
Every Active, Allied, and Associate Member shall pay as annual dues such sums as may be prescribed in the By Laws.
Article VIII. Officers & Directors
Section 1. The corporate officers of the Association shall consist of a Presi¬dent, an Executive Vice President, a Treasurer, and two Directors.
Section 2. The Officers and Directors shall assume office immediately after the Annual Meeting at which they are elected, and shall continue in office until the conclusion of the Annual Meeting two (2) years hence or until their successors have been elected and installed in office.
Section 3. There may be a Regional Advisor appointed by the President, to represent the President, in each area where there are two or more Association members.
Section 4. The Board may appoint an Executive Secretary to assist the Board in the General Administration of the Association, and in the capacity of recording and corresponding secretary. The monetary compensation, tenure and duties of the Executive Secretary shall be determined by the Board of Directors.
Section 5. There may be Vice Presidents appointed by the Board following the General election to serve at the direction of the Board. The term of office shall be determined by the Board.
Article IX. Duties of the Board of Directors
The Board of Directors shall have full charge of the property, funds, and the general management of the affairs of the Association, subject to such instructions as may be given by the membership at any duly called meetings of the Association.
(1) The decisions of the Board of Directors in all Association matters shall be final, subject only to an appeal to the Association membership as hereinafter provided.
(2) The Board of Directors shall constitute a Board of Appeal from rulings and actions of all officers and committees.
(3) Each elected officer and/or director must be an active member of the Association.
(4) Any members, who may deem any action of the Board of Directors as contrary to this Constitution and By Laws, may serve notice in writing to the Secretary to call a special meeting, or place at his /her request for a hearing on the matter, on the agenda of a regular meeting. The Secretary shall, upon receipt of the member's communication, advise the Board of Directors and they shall set a time for a hearing either in a regular meeting or in a special meeting called within 60 days. The membership shall be notified, being given 10 days written notice of such event. The membership may upon completion of the hearing render a decision, or it may postpone its vote until the next regular meeting of the Association. Reversal of a decision of the Board shall require a majority vote of the active members. The decision of the Association shall be final.
Article X. Acceptance & Compliance With the Constitution & By Laws
A member by payment of his/her dues, thereby accepts the principles of this Associ¬ation and submits himself /herself to and agrees to comply with the Constitution and By Laws of this Association, and on these conditions alone is entitled to the privileges of the Association. No member shall be absolved from the observ¬ance of the Constitution and By Laws on the plea that he/she neither received nor read a copy of them.
Article XI. Amendment of the Constitution
This Constitution may be revised, altered, or amended at any meeting of the Association, but only by an affirmative vote of the majority of the members voting at such meeting; and provided that the exact text of the proposed changes, together with notice that the changes are to be considered, shall have been submitted to the members by the Secretary at least ten (10) days prior to the date of the meeting.
Article XII. Dissolution of Corporation
Section 1. Distribution of Funds. In accordance with non profit corporation mandates, all funds shall be donated to the National Pest Control Association's Buettner Foundation.
Maryland State Pest Control Association By-Laws (effective December 8, 2011)
Article I. Purpose of the By Laws
The By Laws of the Maryland State Pest Control Association, Incorporated, herein-after referred to as the Association, shall:
(1) Contain detailed rules and procedures to govern the activities of the Association and the conduct of its members.
(2) Clarify, interpret and augment certain items in the Constitution which may be subject to misunderstanding or differences of opinion.
(3) Record the policies approved and/or adopted by the members of the Association.
Article II. Amendment of the By Laws
These By Laws may be revised, suspended, altered or amended at any meeting of the Association, but only by:
An affirmative vote of the majority of the members voting at the meeting, provided that the Association members have received at least ten (10) days' advance notice by the Secretary that the proposed change or changes are to be considered at the meeting. No Amendment or addition to these By Laws may be made which is not consistent with the Constitution of this Association.
Article III. Fiscal Year
The fiscal year of the Association shall extend from July 1st to June 30th. The financial records, budgets, dues, and treasurer's report shall be maintained and compiled on the basis of this fiscal year. However, the Annual meeting will be in December, at which time all officers and directors will take office.
Article IV. Membership
Section 1. Applications for Active or Allied and Associate membership shall be submitted to the Maryland State Pest Control Association or the National Pest Management Association only on forms designed and/or approved by the Board of Directors and shall be processed in accordance with procedures established by the Board of Directors. Applications for Honorary Membership and Special Memberships shall not be required.
Section 2. Each Active Member shall be entitled to one vote on all matters requiring a vote of the membership. Where the membership is a partnership or other multiple ownership, the member shall designate one authorized representative, or as set forth in the Constitution, Art. 4. Sec. 7., to cast its vote. The business of this Association shall be transacted by absentee ballot, or hand voting except the election of officers and/or directors when, as, and if there should be a contest for the office, then voting shall be by ballot in person. No voting rule shall be made by the Board of Directors at any time inconsistent with the provisions of the Constitution or these By Laws except, absentee ballots will be used at the discretion of the Board of Directors, on matters being voted on by the Board of Directors. Allied, Honorary or Special Members shall not be entitled to vote except as properly designated proxies for Active Members.
Article V. Dues, Assessments and Disbursements
Section 1. Initiation Fee. No Initiation fee shall be required of new members who join the Association.
Section 2. Dues.
(1) The amount of Annual Dues shall be determined by the Board of Directors not later than the January meeting each year, and shall become effective the following June 1st.
(2) All dues shall be paid by July 1st. Any member who has not paid his/her dues by July 1st will be automatically suspended until such time as any delinquent dues have been paid.
Section 3. Assessments. Special assessments shall be levied only for designated purposes and then only by an affirmative vote of the majority of the members present and voting in person or by absentee ballot, at any regular or special membership meeting, and provided that the Secretary shall have notified all the members at least ten (10) days in advance that the assessment is to be considered. All assessments shall be paid in the manner and at the time designated by the Association. In the event that assessments are not paid as directed, the Treasurer shall furnish to the Board of Directors a list of the delinquent members and such delinquents shall be automatically suspended until the assessments are paid.
Section 4. Non payment of dues and/or assessments may be the cause for expulsion from the Association, or other disciplinary action, if so ordered by a majority vote of the Board of Directors, in accordance with the procedures herein provided for.
Section 5. No appropriations or expenditures of monies shall be made except as specified in Art. V., Sec. 6, or by the vote of the Board of Directors. No officer, director, committee, member or employee of the Association shall contract any obligation or incur any debt in behalf of the Association or in any way render it liable unless authorized by a vote of the Board of Directors.
Section 6. The President or his/her representative may attend meetings at the expense of the association with approval by the Board of Directors.
Section 7. Distribution of Funds. In the event of the dissolution of the Corporation, all outstanding bills and amounts owed shall be paid in full. All remaining funds and monies from checking and saving accounts, and other investments, shall be donated to the National Pest Control Association's Buettner Foundation.
Article VI. Meetings
Section 1. Annual. There shall be an Annual Meeting of the Association during the month of December unless otherwise ordered by the Board of Directors, for election of officers and Directors, for receiving the annual reports, and the transaction of other business. Notice of such meeting, shall be mailed, telephoned, or faxed , to the last recorded address of each member at least 10 days before the time and place appointed for the meeting.
Section 2. Regular. Regular meetings of the Association shall be held six (6) times a year; unless otherwise changed by the Board of Directors. Notice of the time, place, and subjects to be considered shall be mailed, telephoned, or faxed, to each member at his /her last recorded address, at least 10 days in advance of each meeting.
Section 3. Special. Special meetings of the Association may be called by the Board of Directors to consider a specific subject. Notice of any special meeting shall be mailed, telephoned, or faxed to each member at his /her last recorded address at least 10 days in advance, with a statement of time and place and the information as to the subject or subjects to be considered.
Section 4. Quorum. A majority of the Active Members present or voting by absentee ballot at any meeting of the Association shall constitute a quorum..
Section 5. Voting. Any subject requiring a vote, except the election of officers, shall be mailed, faxed, or otherwise delivered to each active member at their last known address no less than ten days prior to the meeting when the vote will be taken. Voting may be accomplished by absentee ballot or in person at any meeting. Absentee ballot votes must be received by the Secretary, in writing, no less than two days prior to the meeting when the vote will be taken. Voting for the election of officers must be done in person or by proxy.
Article VII. Order of Business
Section 1. The order of business for the Annual or Special meetings shall be determined by the rules prepared by the Board of Directors. The order of business for other meetings of the Association, and/or the Board of Directors may be as follows or as determined by the presiding officer:
(1) Call to order and roll call.
(2) Introduction of guests.
(3) Action on minutes of previous meeting(s).
(4) Treasurer's report.
(5) Receiving of communications.
(6) Reports of officers.
(7) Reports of committees.
(8) Unfinished business.
(9) New Business.
(10) Program and/or arrangements.
Section 2. The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in "Robert's Rules of Order" shall govern all debates and procedures, when not in conflict with these By Laws.
Article VIII. Election of Officers and Directors
Section 1. At a meeting prior to the Annual Meeting held on the even years, the President shall appoint a Nominating Committee of three active members in good standing, to submit nominations for President, Executive Vice President, Treasurer, and two Directors. Each Officer and Director shall be elected for a period of two years. Member firms will be limited to one elected Officer or Director.
Section 2. The Committee shall at the Annual Meeting report to the member¬ship, its slate of candidates. Nominations for any or all of these offices may also be made from the floor by any Active member. The Committee shall place the nominees' names in alphabetical order under the name of the office for which they are nominated, and the ballot shall be placed before the Association. Candidates receiving a majority of votes of the members present and voting, shall be declared elected.
Section 3. The Officers and Directors so elected, together with the appointed Executive Secretary and Vice Presidents shall constitute the Board of Directors, over which the President shall preside.
Article IX. Officers and Their Duties
Section 1. President. The President shall preside at all meetings of the Association and of the Board of Directors, and shall be a member ex officio, with right to vote, on all Committees. except the Nominating Committee. However, the President may designate another to preside in his /her place for short periods at meetings of the Association or the Board of Directors. He /she shall perform such duties as pertain to his /her office and shall promote the welfare and increase the usefulness of the Association.
Section 2. Executive Vice President. The Executive Vice President shall be General Chairman of all committees and shall perform the duties of the President in the absence of the latter. In the case of death, resignation, or permanent incapacity of the President, the Executive Vice President shall immediately succeed the office of the President and retain the same until he /she is replaced by a President elected at the next regular election of officers. He /she shall perform such other duties as are necessarily incident to the office of Executive Vice President, or as may be prescribed by the President and/or the Board of Directors.
Section 3. Executive Secretary. The Executive Secretary shall give notice of and attend all meetings of the Association and of the Board of Directors, and keep a record of their proceedings; he /she shall conduct all correspondence and keep such records of the Association as are entrusted to him./her. The records of the Association shall be open to the inspection of the Board of Directors at all times, and at the expiration of his/ her term of office, he /she shall surrender to the Board of Directors all books, records, and property of the Association in his /her possession. The Executive secretary shall perform other duties as are necessarily incident to the position, or as directed by the Board.
Section 4. Treasurer. The Treasurer shall receive and be custodian of the funds of the Association, and shall render disbursements upon receipt of duly authorized vouchers. He /she shall have authority to endorse for deposit all checks and drafts payable to the Association in a bank or banks approved by the Board. All checks and disbursement of funds of the Association shall be signed by the Treasurer. He /she shall keep regular books of account and a complete roll of the membership of the Association. He /she shall report at each of the regular meetings as to all ¬monies on hand, receipts, disbursements, monies due, outstanding obligations, and resources of the Association. It shall be the responsibility of the Treasurer to see that the signature cards are up dated.
Section 5. Impeachment of Officers and Directors. The Association reserves the right to terminate the tenure of office of all officers and directors who are not functioning according to the most ethical practices of their office, by a majority vote of the membership of the Association.
Section 6. Indemnification of Officers, Directors, Employees and Agents. The Association shall indemnify any individual who is a present or former director, officer, agent or employee of the Corp¬oration, who by reason of service in that capacity was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted under the General Corporation Law for Maryland.
Article X. Duties of the Board of Directors
Section 1. Government of the Association. The management, affairs, business and concerns of the Association shall be vested in a Board of Directors, con¬sisting of the duly elected Officers and Directors as provided for here in. The members of the Board shall, upon election, immediately enter upon the performance of the duties, and shall continue in office until their successors shall be elected and qualified.
Section 2. Meetings. Meetings of the Board of Directors shall be held at such times as the Board may determine. Special meetings may be called by the President.
Section 3. Quorum. A majority of the Board of Directors shall constitute a quorum. Each member firm and/or corporation shall have one vote. A firm or corporation may have more than one person on the Board of Directors and if so, that firm shall appoint one person to be its representative to vote and act for the member firm.
Section 4. Vacancies. Any vacancies that may occur on the Board of Directors by reason of death, resignation or otherwise, may be filled at the direction of the Board for the unexpired term..
Section 5. Audit. The Board of Directors may audit or have audited the books of the Association annually, or at their discretion.
Article XI. Committees
Section 1. Subject to the approval of the Board, the President may appoint the following Special committees and designate the chairman of each.
D. Public Relations and Advertising
E. Research and Education
F. Legal (may include Counsel)
Section 2. The President may appoint additional committees for specific purposes which he/ she may deem necessary for the proper conduct of the Association's affairs.
Section 3. The President shall appoint as many members to any committee as he/she or the Board of Directors deem advisable, exclusive of the President as an ex officio member, and Executive Vice President as General Chairman.
Section 4. Meetings of any committee may be called by the Chairman of the Committee, and a majority of the members of any committee shall constitute a quorum.
Section 5. Special committees, appointed for a specific purpose, shall serve for a period of time as deemed advisable by the President or the Board.
Article XII. Duties of Committees
Section 1. Constitution and By Laws Committee. To the committee on the Constitution and By Laws are referred all propositions to revise, alter or amend the Constitution and/or the By Laws. The Committee shall examine into and report upon all such propositions to the Board of Directors and subsequently to the membership of the Association as herein provided.
Section 2. Membership Committee. The Membership Committee shall receive all applications for membership, investigate the applicant and his qualifications. If the applicant does not meet the requirements of the Association and the Board of Directors, this Committee shall notify him/her through the Secretary. If it is satisfied, it shall report to the Board of Directors which shall then recommend affirmative action. If the Association shall approve, it shall so notify the applicant through the Secretary.
Section 3. Grievance Committee. It shall be the duty of the Grievance Committee to hear, investigate, report and recommend to the Board of Directors, within a reasonable time the grievance which any member of the Association may have against the Association or any member thereof. When a complaint in writing is received from any source, against a member or non member of the Association, and if the public is involved, it shall be investigated promptly by the Committee which shall then make every effort to bring about the cessation of the complaint.
Section 4. Public Relations and Advertising. It shall be the duty of the Public Relations Committee to issue press releases designed to stimulate public interest in the pest control industry; to prepare advertising copy and other data which will aid the membership and result in an enlightened public acceptance of the industry; to survey potential markets for pest control services; to aid in the preparation of Association promotional activities, and to further goodwill with users of pest control services.
Section 5. Training and Education. It shall be the duty of the Training and Education Committee to conduct such research of its own as may he approved by the Board of Directors; to investigate and to evaluate new pest control chemicals and equipment and report same to the membership; to initiate and promote opportunities for training; and to perform other relevant duties assigned to it.
Section 6. Legal Committee. It shall be the duty of the Legal Committee to procure professional advice for the Association, or for members thereof, as to the effect of Federal, State, or Local laws upon their actions or business dealings in conforming with the principles of the Association. Professional advice shall be obtained through private counsel with the approval of the Board of Directors.
Section 7. Legislative Committee. It shall be the duty of the Legislative Committee to report to the Board of Directors and the Association on all pending legislation affecting the pest control and general business in the Congress of the U. S., State Legislatures, and/or any other governing body. If so ordered by the Board of Directors, the Chairman of the Committee shall be designated to receive the "Legislative Index" as an aid to the Committee in its work.
Section 8. Safety Committee. It shall be the duty of the Safety Committee to investigate and analyze the varied equipment and tools used for pest control; to keep the Association abreast of current OSHA requirements; and to act as counciling advisory with respect to general safety procedures within our industry.
Section 9. Program Committee. It shall be the duty of the Program Committee to arrange all social functions of the Association and to arrange programs for Association meetings as the President may direct.