By-Laws
BY-LAWS
OF
GREATER BATON ROUGE PEST CONTROL ASSOCIATION, INC.
We, all of the members of the Board of Directors of Greater Baton Rouge Pest Control Association, Inc., (hereinafter referred to as “Association”) hereby unanimously adopt the following by-laws on behalf of the Association:
ARTICLE 1
PRINCIPLE OFFICE
Section 1.1 The Principle office shall be located at
7904 Wrenwood Blvd
Suite C
Baton Rouge, LA 70809
Section 1.2 The Association may have offices as such other places as the Board of Directors from time to time determine or the business of the Association may require.
ARTICLE II
PURPOSE
Section 2.1 To promote standards and ethics of the 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 therefrom.
Section 2.2 To foster research and diffusion of knowledge and principles of the industry among its membership.
Section 2.3 To foster, promote, maintain and encourage the civic, social, commercial and industrial welfare to the industry and its member.
ARTICLE III
MEETINGS OF MEMBERS
Section 4.1 An annual meeting of the members shall be held on the first Friday in January of each year for the purpose of the voting members electing directors and for the transaction of such other business as may come before the meeting.
Section 4.2 All meetings of members shall be held either at the registered office of the Association or at such other place, within the State, as designated by the President or by petition of a majority of the membership.
Section 4.3 Meetings of the Association shall be held every other month and shall be at a time and place designated by the President or by petition of a majority of the membership.
Section 4.4 Upon the request in writing of the President or sixty-six and two thirds ( 66 2/3% ) percent of the then voting members, it shall be the duty of the Secretary to call a special meeting of the voting members scheduled within thirty (30) days of the receipt of such written notice.
Section 4.5 Notice of the time, place and purpose of the annual and any special meetings shall be given by mailing a written or printed notice of the same at least ten days prior to the meeting with postage prepaid to each member, addressed to his last known post office address. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail. However, such notice may be waived in writing or at the meeting in question by the voting members.
Section 4.6 Members present at a legally constituted meeting will constitute a quorum provided a thirty (30) day notice has been given to the membership. Non-voting members shall not be considered in establishing a quorum. If a quorum is not present at any meeting, a majority of the voting members present may adjourn the meeting without further notice.
Section 4.7 The Board of Directors, at its discretion, may call and hold membership meetings of auxiliary members in accordance with rules and regulations to be established the Board.
ARTICLE IV
OFFICERS
Section 6.1 The elected officers of the Association shall be a President, a Vice- President, Secretary and Treasurer, and such other officers as may be elected by the Board of Directors. No officer may hold any more than one office at any one time other than the offices of Secretary and Treasurer and shall hold office for one year or until his successor is elected and qualified, whichever is longer. The officers shall be compensated in such amounts as the Board of Directors shall determine. The officers shall be members of the Association.
Section 6.2 Vacancies in any office may be filled by the Board of Directors at any regular or special meeting.
Section 6.3 Any officer may be elected or removed with or without cause by the affirmation vote of a majority of the Board of Directors.
Section 6.4 The President shall preside at all meetings of the Association and the Board of Directors. He shall appoint the chairman of all Standing Committees, and Special Committees, except the Nominating Committee. He shall act as ex-officio member of all committees except the Nominating Committee. He shall pass on all bills to be paid by the Treasurer and shall countersign checks drawn on the Association funds. In his absence, the checks will be countersigned by the Vice- President. He shall keep the membership informed concerning the Association.
Section 6.5 The Vice-President shall perform all such duties as properly may be required of him by the Board of Directors or by vote of the Association and in the absence or inability of the President shall exercise all the powers of the President. He shall also serve as program chairman for all meetings. In the event of a vacancy in the office of the President, he shall resume the Presidency for the unexpired term. The Vice-President will automatically assume the office of President the year following their term as Vice-President.
Section 6.6 The secretary shall keep the minutes of all Association meetings and shall have charge of the corporate books and shall make such reports and perform such other duties as are incident to his office or are properly required by him by the Board of Directors or the President. This person shall give notice of all meetings as directed by the President and shall perform such duties as may be assigned to the office. This person will report to the membership any action taken by the Board of Directors within sixty (60) days.
Section 6.7 The Treasurer shall have custody of all monies and securities of the Association and shall keep regular books of account. He shall disburse the funds of the Association, either by specific action or by adoption of a budget, as properly may be ordered by the Board of Directors and shall render an account of all his transactions as Treasurer and of the financial condition of this Association, and shall perform all duties incident to his office or that are properly required by him by the Board of Directors or the President. This person shall pay all approved bills promptly, the checks to be signed by this person and countersigned by the President or Vice- President. This person shall keep the books for the Association in a current condition and shall make a report to the Association at each business meeting. This person shall prepare a detailed financial report to present at the Annual Meeting in January of each year and a complete financial report for the period of his term in office.
ARTICLE V
ELECTIONS
Section 7.1 The Board of Directors shall be responsible for proposing a slate of Officers and Board of Directors. The Directors shall impress on the nominee the responsibility that goes with the nomination and his willingness to perform, if elected, the duties required to the best of his abilities. The report of the Board of Directors shall be mailed to each active member of the Association thirty (30) days before the Annual Meeting. Additional candidates may be nominated on petition of five (5) members provided same is presented to the Secretary no less than five (5) days prior to the annual election. Officers and Board of Directors shall assume office upon election and service for a term of one year or until their successors are elected to take office.
Section 7.2 Election of Officers and Directors shall be by secret ballot and shall take place at the Annual Meeting. Members present will constitute a quorum provided a thirty (30) day notice has been given to the membership.
ARTICLE VI
EXEMPT ACTIVITIES
Notwithstanding any other provision of these by-laws, no member, director, officer, employer, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by any organization exempt under Section 501 (c) (4) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE VII
REPRESENTATION
No member of the organization shall represent the organization in any manner, including personal appearances, public statements, interviews or published articles without first receiving approval from the Board of Directors.
ARTICLE VIII
AMENDMENTS
The Board of Directors shall have the power to make, amend and repeal the by-laws of this Association by an affirmative vote of two-thirds (2/3) of the voting members of the Board of Directors present at any meeting of said Board properly called according to notice.
ARTICLE IX
WRITTEN CONSENT
Any action required or permitted to be taken in any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board, or of the committee as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or the committee.
ARTICLE X
DUES
Dues shall be as follows
Section 12.1 Active Membership: FORTY-FIVE AND NO/100 ($45.00) DOLLARS (Owner and Spouse).
Section 12.2 Associate Membership: TWENTY AND NO/100 ($20.00) DOLLARS
Section 12.3 Allied Membership: THIRTY AND NO/100 ($30.00) DOLLARS
Section 12.4 Honorary Membership: No Dues.
Section 12.5 Association dues shall be due and payable January 1st for the ensuing fiscal year. The Treasurer shall bill the members for annual dues in advance of the January 1st due date, requiring payment by January 15th.
Section 12.6 Any member who has not paid their dues prior to the January 15th due date shall be classified as delinquent and notice of this delinquency shall be given to him by the Treasurer. If at the end of ten (10) working days the member is still delinquent, he will be suspended from membership and notified of such suspension by the Association Treasurer.
ARTICLE XI
VOTING PRIVLIDGES
Only Active members shall have the right to vote. Only one vote per company will be allowed regardless of the number of active members.
ARTICLE XIII
LIABILITY
No appropriation of expenditure of money shall be made except by vote of the Association. No officer, member or employee of the Association shall contract any debt or obligation on behalf of the Association, or in any way render it liable, unless so authorized by vote of the Association, except accounts not to exceed ONE HUNDERED AND FIFTY AND NO/100 ($150.00) DOLLARS for use by the Secretary and Treasurer.