CONSTITUTION AND BY-LAWS OF THE GREATER CHICAGO PEST MANAGEMENT ALLIANCE
ARTICLE I - NAME
The name of this organization shall be, “Greater Chicago Pest Management Alliance”
ARTICLE II - PURPOSE
SEC. 1 The purpose of the Greater Chicago Pest Management Alliance is as follows:
- To promote high standards and ethics of the structural pest control industry; to promote harmony and unity among the members of said industry; and to encourage sincerity of purpose, thus stimulating general cooperation and increasing the benefits derived there from.
- To cooperate with scientific and educational instructions to:
- Foster the dissemination of the concepts and principles of the structural pest control industry, focusing on urban pest management to the Alliance Membership.
- Broaden the public understanding of the purpose, function and value of the structural pest control industry.
- To foster, promote, maintain and encourage the civic, social, commercial and industrial welfare of the structural pest control industry.
- To cooperate with federal, state, and local governmental authorities for the good of the community and the structural pest control industry.
- To cooperate and work with the Illinois Pest Control Association, the National Pest Management Association and similar local, regional and national associations with common interest in the welfare of the structural pest control industry and community.
ARTICLE III - MEMBERSHIP
SEC. 1 The Character members of this Alliance (those who join the Alliance by July 1, 2005) and any person, firm or corporation who shall hereafter be selected to membership as hereinafter provided, shall constitute the membership of this organization. There shall be four (4) classes of members as hereinafter defined.
SEC. 2 ACTIVE MEMBERS: Any person, firm or corporation who is state licensed and engaged in pest control service work shall be eligible for membership in the Alliance, provided each applicant for membership shall: a. be in sympathy with the purpose of this Alliance; b. Have a business consistent with the Code of Ethics of this Alliance and c. pay their dues.
SEC. 3 ALLIED MEMBERS: Any person, firm or corporation not engaged in pest control service work but manufactures or supplies products, shall be eligible for Allied membership.
SEC 4. HONORARY MEMBERS: Any person who, although not a member of the structural pest control industry, has made a contribution of material benefit to the pest control industry, may become a Honorary Member ny a three-fourths (¾) vote of the membership at a regular meeting at which there is a quorum. Such Honorary shall have no voting privileges and shall be required to pay no dues or assessments.
SEC 5. LIFE MEMBERS: Any Active member or former active member of the Greater Chicago Pest Management Alliance who has made a contribution of material benefit to the pest control industry and/or the Alliance may become a Life Member by three-fourths (¾) vote of the membership at a regular meeting which there is a quorum. Such Life Members shall have no voting privileges and shall be required to pay no dues or assessments.
SEC. 6 APPLICATIONS FOR MEMBERS: All applicants for Active and Allied Membership in this Alliance shall be in writing on the form that is provided by this Alliance and filed with the Secretary. The Secretary shall refer such applications to the Membership Committee of the Alliance. Election to membership shall be a two-thirds (⅔) vote of the board.
SEC. 7 RESIGNATIONS: All resignations of members shall be presented in writing to the Board of Directors. If any such member presents a resignation after his or her dues/or assessments are payable, he/she shall not be relieved of liability for payment thereof except by a majority vote of the board.
SEC 8. SUSPENSION AND EXPULSION: Any member may be terminated for cause at any time. Cause may be a violation of the Charter or By-Laws, or any agreement, rule, regulation or practice duly adopted by the Alliance, or any other conduct deemed prejudicial to the interests of the Alliance. Any member may file with the Secretary a written complaint on any of the aforementioned grounds against any member, and the Secretary shall mail a general statement of the complaint to the chairperson of the Grievance Committee. And this Committee shall make a thorough investigation of this complaint to the Board of Directors. If it appears thereof, and report that there ir merit to such complaint, the Secretary of the Board of Directors shall send a general statement to the last known address of the member against whom the complaint has been made at least ten (10) days before the date of the meeting of the Board of Directors at which the complaint is to be considered, and the member complained against shall have opportunity to appear and present any defense to such complaint before action is taken thereon. Suspension or expulsion shall be a majority of the Board of Directors and two-thirds (⅔) vote of members present and voting at a regular meeting of the Greater Chicago Pest Management Alliance or at a special called meeting.
- Suspension and expulsion will automatically occur upon revocation of the member’s certified application and/or dealer’s license by the State Regulatory Agency.
- Privileges of the Greater Chicago Pest Management Alliance immediately terminate upon suspension or expulsion.
- Members whose memberships have been terminated may be reinstated by a two-thirds (⅔) vote of the Board of Members and two-thirds (⅔) vote of the members present and voting at any regular meeting of the Greater Chicago Pest Management Alliance.
SEC. 9 PRIVILEGES OF MEMBERSHIP: All privileges of membership shall terminate immediately upon resignation, suspension or expulsion from this Alliance.
ARTICLE IV - DUES
Each member shall pay as the Board of Directors shall determine. A change in the dues must be approved by a two-thirds (⅔) majority vote of the Board of Directors. These dues are payable the first month of the calendar year.
Special Assessments may be levied by a two-thirds (⅔) majority vote of the active present at any regularly scheduled meeting of the Greater Chicago Pest Management Alliance.
The dues classifications are as follows: Active Membership, Allied Membership, Honorary Membership and Life Membership.
ARTICLE V - MEETINGS
SEC 1. Meetings will be held a minimum of four (4) times a year with the goal to meet six (6) times, on dates designated by the Board of Directors of the Greater Chicago Pest Management Alliance.
SEC 2. Special meetings shall be held when called by the President or by written request of ten (10) or more members delivered to the President stating the purpose of the requested meeting.
- Except in cases of emergency, as directed by the President, notice of a special meeting must be sent to each Active Member at least ive (5) days in advance of the meeting and must state time, location, and 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.
SEC 3. Emergency meetings are held when called by the president. The President and/or his/her designate must attempt to telephone each active member twenty-four (24) hours prior to the scheduled meeting, informing the members of the time, location, and purpose of such meeting.
SEC 4. VOTING: each dues paying member, defined as a single representative of a physical office licensed and certified to do pest control, entitled to a vote by qualification herein set forth, shall notify the Secretary as to the person and his/her alternate, who shall represent said member. Such person and alternate shall be a member or employee of the members firm.
- The Secretary shall prepare a list of company representatives and alternates and produce a copy of the same for he Sergeant-at-Arms who will have said list in his/her possession at all meetings of the Greater Chicago Pest Management Alliance.
- Should both representative and alternate be unable to attend a meeting and the company chooses to send a third party, as qualified in SEC. 4, notification to the Secretary in writing, will be necessary.
SEC 5 MINUTES: the minutes of all Greater Chicago Pest Management Alliance meetings, including special meetings, emergency meetings and meetings of the Board of Directors, shall be kept by the Secretary and made available to the Membership.
SEC. 6 CANCELLATION OF MEETINGS: The Board of Directors may cancel any meeting for cause. In the event of cancellation of a meeting, the Secretary shall notify all members at least five (5) days prior to the scheduled meeting.
SEC 7. RULES OF ORDER: The meeting and proceedings of the Greater Chicago Pest Management Alliance shall be regulated and controlled according to “Robert’s Rules of Order (Revised)” for parliamentary procedure except may be otherwise provided by these By-Laws.
The order of business for regular scheduled meetings for the Greater Chicago Pest Management Alliance shall be as follows:
- Call order and roll call
- Action on Minutes and Financial Statement
- Receiving of communications
- Reports of committees
- unfinished/Old Business.
- New Business
- Election of Officers and Board of Directors (if applicable)
SEC. 8 FLOOR RECOGNITIONS
- To gain access to the floor, the requesting spokesperson when recognized by the Chair shall state his/her company name; his/her name and comments.
- The President may state the time allowed for comments. If such time is not stated by the President, such time will be limited to a maximum of five (5) minutes. The Sergeant-in-Arms will signal the President when time has elapsed.
ARTICLE VI - OFFICERS
SEC 1. ELECTED OFFICERS: The officers of the Greater Chicago Pest Management Alliance shall be President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms, to be elected by the Membership of the regular meeting installation banquet of the Greater Chicago Pest Management Alliance and to serve until their successors have been duly elected and assume office.
SEC. 2 QUALIFICATIONS: Any active member of one (1) year in good standing shall be eligible for nomination and election to any elective office except President. Persons nominated for President shall serve at least one (1) year as a member of the Board of Directors within the past five (5) years. Exceptions can be made by unanimous vote of the board.
SEC 3. TERM OF OFFICE: Each office shall take place immediately upon installation and shall serve for a term of one (1) year or until his successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board of Directors.
SEC 4. VACANCIES: The Board of Directors shall appoint or hire all employees of the Alliance and prescribe their duties , and shall have the power to suspend or dismiss any officer, director, agent, or employee of the Alliance by two-thirds (⅔) majority vote of the Board of Directors, whether elected or appointed by the Board of Directors or otherwise, who, in the opinion of misfeasance in office. In the event of any officer or director at any regularly called meeting at which quorum is present to serve the unexpired term of position so vacated.
ARTICLE VII - BOARD OF DIRECTORS
SEC 1. AUTHORITY AND RESPONSIBILITY: The governing of the Greater Chicago Pest Management Alliance shall be by the Board of Directors. The Board of Directors shall have supervision, control and direction in the affairs of the Greater Chicago Pest Management Alliance, its committees and publications; shall determine its policies or changes therein; shall carry out its objectives and supervise the regulations for the conduct of its business as shall be deemed advisable.
SEC 2. COMPOSITION: The Board of Directors shall consist of the President (Chairman), Vice-President, Secretary, Treasurer, Sergeant-at-Arms and six (6) elected Directors and the immediate Past President (none voting).
SEC 3. TERMS OF OFFICE: Directors shall serve terms of two (2) years. Directors will take office on January 1st, subsequent to being elected and will serve two (2) years except for the Alliance’s inaugural year where three (3) Directors will serve one (1) year. Directors shall be elected by majority vote of general membership at the Greater Chicago Pest Management Alliance winter meeting, or the last regularly scheduled meeting of the board.
SEC 4. QUORUM OF THE BOARD: At any meeting of the Board of Directors, not less than six (6) Board of Directors shall constitute a quorum for the transaction of business of the Greater Chicago Pest Management Alliance and any such business thus transacted shall be valid providing it is affirmatively passed upon by majority of those present.
SEC 5. MEETING OF THE BOARD: A regular meeting of the Board of Directors shall be held a minimum of four (4) times per year or more often, at the discretion of the Board of Directors. Notice of all such meetings shall be given to the Directors no less than ten (10) days before the meeting is held. Special meetings of the Board of Directors may be called, telegraphed or emailed to each member of the Board of Directors not less than twenty-four (24) hours before the meeting is held.
SEC. 6 VOTING: Voting rights of a Director shall not be delegated to another nor exercised by proxy.
- CONFERENCE TELEPHONE: Action taken by conference call of the member of the Board of Directors, in which a majority of such Directors indicated themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of such Board.
- MULTIPLE BOARD REPRESENTATION: If two (2) or more members of the Board of Directors are employed by the same company, a single vote will be cast by the members’ company. The vote will be cast by the senior member of the Board in attendance.
SEC. 7 COMPENSATION: Directors and elected officers shall not receive any compensation for their services although officers, directors and committee members may receive reimbursements for expenses incurred on behalf of the Alliance.
ARTICLE VIII - DUTIES OF OFFICERS
SEC. 1: PRESIDENT: The President shall serve as chairperson of the Board of Directors. They shall serve as an ex-officio member of all committees except the Nominating Committee. They shall preside at all meetings of the Alliance and such other duties as pertain to their office.
SEC. 2 VICE-PRESIDENT: The Vice-President shall be responsible for such duties as assigned by the President and act in the Presidents’ place in their absence.
SEC. 3: SECRETARY: The Secretary shall be responsible for such duties as assigned by the President and act in the Presidents’ place in their absence.
SEC. 4: Treasurer: The Treasurer shall be in charge of the Greater Chicago Pest Management Alliance’s funds and records. As Treasurer, they shall bill and collect all members dues and or assessments; shall establish accounting procedures for handling the Greater Chicago Pest Management Alliance funds and shall be responsible for keeping of the funds in such banks, trust companies and/or investments as are approved by the Board of Directors. They shall report on the financial condition of the Greater Chicago Pest Management Alliance at all meetings of the Board of Directors and other such times when called upon by the President. The Treasurer will serve as Chairman of the Budget and Finance Committee. At the end of each fiscal year, as Treasurer, they shall prepare or have prepared an annual report and file the appropriate tax returns. At the expiration of their term of office, they must deliver to their successor all books, money and other property in their charge, or, in the abse a successor, to the President. All checks and disbursements of funds of the Greater Chicago Pest Management Alliance shall be signed by the Treasurer. An additional signer may be designated by two-thirds (⅔) vote of the board.
SEC 5. SERGEANT-AT-ARMS: The Sergeant-at-Arms shall be responsible to maintain order in meetings, arrange properties, assist the President in verification of voting or balloting and perform other duties as may be required by the President.
ARTICLE IX - DUTIES OF THE BOARD DIRECTORS
SEC. 1 The Board shall have full charge of the property, funds and general management of the affairs of the Greater Chicago Pest Management Alliance; however, any action taken by the Board of Directors may be brought before the membership on any regularly scheduled meeting for review and/or changed by a two-thirds (⅔) vote of the members present.
- 2 The Board of Directors shall constitute the Audit Committee. They shall audit the books of the Treasurer at the close of the fiscal year, which is January 1st through December 31st.
SEC 3. Any Board member who misses three (3) meetings may be replaced by the Board of Directors.
ARTICLE X - COMMITTEES
SEC. 1 The President shall appoint such committees ass shall be deemed necessary or advisable to carry on the work of the Alliance except such elective committees as may from time be voted by the Alliance
SEC. 2 The following committees shall be appointed by the President:
- Legislative Committee.
- Grievance Committee.
- Public Relations / Information Committee.
- Membership Committee
- Auditing Committee.
- Educational and Training Committee.
The President shall designate the Chairperson of each committee and shall himself/herself serve as a member of each committee
ARTICLE XI - FINANCE
SEC. 1 FISCAL PERIOD: The fiscal year of the Greater Chicago Pest Management Alliance shall be January 1st through December 31st.
SEC. 2 BONDING OR INSURANCE: Trust, surety bonds or insurance may be furnished for the officers or employees of the Greater Chicago Pest Management Alliance as the Board shall direct. The amount of the bonds shall be determined by the Board and the cost paid by the Greater Chicago Pest Management Alliance. Such bonds may be waived by approval of the Board of Directors.
SEC. 3 RESTRICTIONS: No officer, director, committee member or employee of the Greater Chicago Pest Management Alliance shall contract any obligation or incur any debt on behalf of the Greater Chicago Pest Management Alliance, or in any way render it liable unless prior approval is authorized by vote of the Board of Directors or of the membership, or as the By-Laws prescribe.
ARTICLE XII - NOMINATION AND ELECTION
SEC. 1 At least thirty (30) days prior to the elections of the Alliance, the President shall appoint a nominating committee of no less than two (2) past Presidents (except in the Alliance’s first two years of operation). Their duty will be to submit a report to the Alliance, nominating a slate of officers, directors and Secretary / Treasurer for the following year. Their report as submitted, however, does not abrogate the right and privilege of active members in attendance at said election to offer additional nominations for offices.
SEC. 2The names of all candidates nominated shall be arranged on a ballot in the following order: President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms.
ARTICLE XIII - DISSOLUTION
The Greater Chicago Pest Management Alliance should use its funds only to accomplish the objectives and purposes specified in these By-Laws and no part of said funds shall insure or be distributed to members of the Greater Chicago Pest Management Alliance. Any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors.
ARTICLE XIV - AMENDMENTS
Amendments to the By-Laws may be made by two-thirds (⅔) vote of the Board of Directors. These amendments must be ratified by two-thirds (⅔) vote of the membership at the annual winter meeting.