Bylaws

ARTICLE I - NAME
The name of the organization is the Nebraska State Pest Control Association, Inc. (the “Association”).

ARTICLE II - OBECTIVES AND PURPOSES
The objectives and purposes for which the Association is formed are:

1. To promote the welfare and enhance the pest control industry, particularly in the State of Nebraska (the “State”).

2. To unite any and all firms, corporations, associations or persons in the State, United States of America, North America, or Internationally, that the use of pesticides, allied chemicals, non-chemical means for the purpose of protecting health and environment.

3. To foster the development of the profession of pest control, and to create a greater spirit of cooperation and friendly feeling among members.

4. To foster educational and business relationship between the members, broaden their interest and skill in the pursuit of their profession and continually improve the standards of the industry.

5. To promote and maintain the members’ business practices, and to encourage these purposes among members by training, education and common commitment.

6. To do everything necessary, suitable and proper either alone or in association with other corporations, firms or individuals, for the accomplishment of any of the purposes or attainment of any of the objectives set forth herein, and to have all the rights, powers and privileges now or hereafter conferred by the laws of the State in reference to not-for-profit corporations.

7. To engage in related activities within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code including but not limited to encouraging, soliciting, receiving, and administering gifts, bequests and donations.

ARTICLE III - MEMBERSHIP
Section 1 Joint Membership

A.  Any pest control firm (“Firm”) licensed under the State in the Pest Control Operator (“PCO”) Structural category or the PCO General category to perform pest control services, and which pest control firm has as its primary activity the application of pesticides is eligible to for Joint Membership providing said pest control firm fulfills the following requirements:

1. Joint members are those companies that are headquartered in Nebraska. Companies are required to simultaneously become a member of the National Pest Management Association, (“NPMA”) according to the NSPCA/NPMA Joint Membership Agreement. 

2. The applicant shall not utilize or mention the Association affiliation or use the Association logo on any promotional material, brochures, stationery, etc. prior to official membership approval and notification thereof.

B. Joint Members may choose to designate representatives to act as their agents in the conduct of Association affairs (“Designated Representative”). Joint Members shall provide notice to the Association’s Board of their designated representative.

C.  Joint Members receive all member benefits. State Members may vote, hold office or be a member of the Board, chair committees, and may serve on committees if appointed and otherwise attend all meetings and functions of the Association and be entitled to receive all other benefits of membership.

Section 2 State Only Membership

A.  Any pest control firm (“Firm”) licensed under the State in the Pest Control Operator (“PCO”) Structural category or the PCO General category to perform pest control services, and which pest control firm has as its primary activity the application of pesticides is eligible to for State Membership providing said pest control firm fulfills the following requirements:

1. State members are those companies that are not headquartered in Nebraska. 

2. The applicant shall not utilize or mention the Association affiliation or use the Association logo on any promotional material, brochures, stationery, etc. prior to official membership approval and notification thereof.

B. State Members may choose to designate representatives to act as their agents in the conduct of Association affairs (“Designated Representative”). State Members shall provide notice to the Association’s Board of their designated representative.

C.  State Members receive all member benefits. State Members may vote, hold office or be a member of the Board, chair committees, and may serve on committees if appointed and otherwise attend all meetings and functions of the Association and be entitled to receive all other benefits of membership.

Section 3 Allied Membership

1. Definition of a Supplier: The term “Supplier” shall mean an individual, partnership, unincorporated association, corporation, or other form of business enterprise which manufactures or supplies products, equipment, and/or other materials or services to the pest control industry.

2. Any Supplier shall be eligible for Allied Membership (“Allied Member”). Firms that have been assigned Allied Membership may choose a Designated Representative to act as their agents in the conduct of Association affairs. Allied Members shall provide notice to the Association’s Board of their Designated Representative. 

3. Allied Members may not vote. One Allied representative will hold a voting position on the Board of Directors. Allied Members may chair committees and serve on committees if appointed and may otherwise attend all meetings and functions of the organization and be entitled to receive all other benefits of membership.

4. Firms that are both pest control firms and Suppliers to the industry shall be known as Dual-Operation Firms. Such firms are eligible for Allied Membership provided they also maintain Joint Membership for their service operation. Allied membership is not required for a Dual-Operation Firm.

Section 4 Associate Membership

1. The following are those that are qualified for “Associate Membership”

   1. Any firm licensed under the State of Nebraska as a pest control consultant in the special category of structural pest control inspector.  

   2. Any individual (i) qualified by reason of experience or training in biology, chemistry, sanitation, or allied sciences related to the practice of pest control; (ii) involved in programs related to the control of management of pests; and (iii) is not otherwise eligible for membership in the Association may apply for Associate Membership.

2. Associate Members may not vote, hold office, or be a member of the Board, or chair committees, but may serve on committees if appointed and may otherwise attend all meetings and functions of the organization and be entitled to receive all other benefits of membership.

Section 5 Honorary Membership

Any Board Member may nominate an individual for Honorary Membership. Honorary Membership is conferred by a two-thirds vote of the membership present and entitled to vote in recognition of extraordinary past service to the industry and the organization. Honorary Members may not vote or hold office or be a member of the Board and shall not be charged dues. They shall be entitled to all other benefits of membership.

Section 6 Life Membership

An individual who has been an active member for a period of twenty (20) years or longer, or who has served honorably as President of the Association, may upon retirement from the industry be eligible for Life Membership in the Association under such terms as may be determined by the Board.  Life Members may not vote, hold office or be a member of the Board and shall not be charged dues. They shall be entitled to all other benefits of membership.

ARTICLE IV - GROUNDS FOR TERMINATION OF MEMBERSHIP
Section 1 General

Any member shall cease to be a member on the occurrence of one of the following:

A.  By written resignation of the member.

B. Following a vote of two thirds (2/3) of the voting members of the Board upon the recommendation of the Grievance Committee, for cause, including: 

1. Activity detrimental to the interest of the public or the welfare of the Association.

2. Making false or fraudulent claims related to the Association or arising out of or related to such member’s role as a member of the Association. 

3. Applying worthless or improper materials or procedures.

4. Operating faulty or unsafe apparatus.

5. Operating without a valid Nebraska State Pesticide Applicator license.

6. Consistently operating below the standard of the industry.

7. Failure to comply with the Code of Ethics, 

8. Failure to comply with any grievance or arbitration plan currently in effect.

ARTICLE V - MEMBER RIGHTS
Section 1 Voting

A.  Each Joint Member shall be entitled to one vote. Only the Designated Representative or their registered alternate may vote on behalf of a Joint Member.

B.  Each Joint Member entitled to vote may do so by proxy; provided that the instrument authorizing such proxy to act, shall have been executed in writing by the member or by their attorney-in-fact thereunto duly authorized in writing. Proxy votes are limited to one per meeting. Each subsequent meeting will require a new written proxy.

Section 2 Association Logo

Only Joint, State, Associate, Allied, Honorary and Life Members in good standing shall be entitled to use and advertise with the logo of the Association.

Section 3 Attendance at Functions

All Members in good standing shall have the right to attend all regular meetings, functions, conferences, educational seminars, and social events of the Association. 

ARTICLE VI - GRIEVANCE AND DISCIPLINARY ACTION
Section 1 General

The conduct of the members of the Association shall be expected at all times to be in accordance with the provisions of the Code of Ethics, these Bylaws and the policies adopted by the Association.

Section 2 Initiation of Complaints

A complaint against any member of the Association by a customer or competitor may be filed in writing with the Vice President. It shall be required only to set forth the facts of the complaint in general terms for the following informal method of dealing with complaints.

Section 3 Investigation and Resolving of Complaints

When a complaint is received by the Vice President from any source, it shall be investigated immediately. If the complaint appears to be valid, the Vice President shall attempt, as soon as practical, to resolve the complaint.

Section 4 Irresolvable and/or Trivial Complaints: Presidential Appointment of Grievance Committee

A. In the event the Vice President is unable to resolve the complaint, he/she shall report his/her findings to the President in writing. The President shall have the power to determine that the complaint shall be improper on the grounds of triviality.

B. The President may also determine that the complaint is of sufficient gravity to warrant disciplinary action, in which case the President shall appoint a Grievance Committee to conduct a hearing on the subject. The Grievance Committee shall be comprised of at least three (3) Joint Member representatives whose businesses shall, as much as practical, be sufficiently remote from the accused member firm to insure against possible ultimate judgment by a direct competitor.

Section 5 Grievance Committee and Hearing

Unless the Grievance Committee decides otherwise, the hearing shall be held at the home-city of the accused. The hearing shall be informal, and the Grievance Committee shall have the sole power to determine the character of the evidence to be heard and manner of its presentation. In no event shall the accused firm be denied the right to be heard if its representative and its witnesses, if any, are present at the time and place of the hearing. Notice of the hearing will be given by certified mail at least 15 days prior thereto.

Section 6 Judgments of Grievance Committee

A.  After a hearing based on a complaint, regardless of whether or not the accused firm is represented, the Grievance Committee may by a majority vote, make any one of the following determinations:

1. The complaint is totally unfounded and the case dismissed.

2. The complaint is sustained in part, in which case the Grievance Committee may order the accused to correct the sustained part of the complaint or suffer such disciplinary action as determined by  the Grievance Committee.

3. The complaint is wholly substantiated by the evidence and any reasonable deductions and inference drawn from said evidence, in which case the Grievance Committee may determine the punishment of the accused.

B. Punishment may range from an official reprimand of the accused to permanent expulsion from the Association. At the discretion of the Board and the official reprimand published to all Association members.

C. If judgment of the Grievance Committee is reprimand or suspension, it shall be accompanied by an order directing the accused to cease and desist from the conduct which was found to be in violation of the Code of Ethics or policies of the Association. If this order is not obeyed immediately, such disobedience shall constitute a separate offense which shall be cause for the reconvening of the Grievance Committee for such actions as shall be necessary and proper under the circumstances.

Section 7 Hearing Report

After the hearing, the Grievance Committee shall produce a “Hearing Report” and transmit it to the Vice President as soon as practical. It shall then be the duty of the Vice President to report the findings to the Membership.

Section 8 Appeals

In the event the accused wishes to appeal the decision of the Grievance Committee, said firm shall have the right to petition the Board for review. If a review is granted, it shall be held at the next regular meeting of the Board Directors and according to such rules they may determine, The Board Directors may sustain, reverse or modify the decision to the Grievance Committee.

Article VII - ASSOCIATION BOARD, OFFICE AND MEETINGS
Section 1 Principal Office

The principal place of business of the Association shall be the business address of the Executive Officer.

Section 2 Meetings

Regular meetings of the members shall be held, at a location designated by the President, two times per year or more often at the option of the Officers. The annual meeting (the “Annual Meeting”) shall be held in the first quarter of each year at which time new Officers will be elected. This will allow the time for budgets to be prepared and a planning session to take place prior to the new Officers taking position. Notice of Annual Meetings shall be mailed or emailed to the members no less than ten (10) and no more than thirty (30) days prior to each meeting. Notice of any regular meeting shall be provided to the members at least twenty-four (24) hours before each meeting.  

Section 3 Quorum

A quorum of the members shall be ten percent (10%) of the members entitled to vote and shall exist when voting members have been properly notified, with an agenda clearly spelling out what is to be voted on, and a properly called meeting has been executed. Members present, proxies, and any mailed in ballots shall establish a quorum. 

Section 4 Board of Directors

The management and control of the business and affairs of the Association shall be vested in the Board of Directors (the “Board”). The Board may delegate management and control of the Association to the Officers at its discretion. 

The Board shall consist of not less than three (3) and no more than eleven (11) directors (the “Directors”).

The number of Directors may be increased or decreased by amendment to the Bylaws.  Notwithstanding the above, the number of Directors shall never be less than the minimum required by the applicable provisions of the statutory rules governing Nebraska associations. 

A quorum of the Board of Directors shall be a majority of the Directors entitled to vote.

ARTICLE VIII - DUES
Section 1 Establishment

Association dues and assessments shall be established by a majority vote of the Directors at a duly constituted meeting. 

ARTICLE IX - OFFICERS, DIRECTORS AND COMMITTEES MEMBERS
Section 1 Officers and Trustees

The Officers shall consist of a President, President Elect and Vice President, and Treasurer.  The three principal Officers and a Past President shall constitute the Executive Board.

Section 2 Executive Officer

The position of the Executive Officer is at the determination of the Board of Directors. 

Section 3 Powers and Duties

The Officers shall manage the affairs and the property of the Association, subject to the direction of the Board. The powers and duties of Officers and Directors shall be described in the job descriptions approved by the Board of Directors.  

Section 4 Election of Officers

Election of Officers shall take place at the annual meeting of the membership. Each term of office shall be two years. Elected officers shall assume their duties on March 1.

Section 5 Officer Vacancies

Vacancy of any office shall be filled by a majority vote of the Board.  The newly appointed officer shall serve until the next annual meeting.

Section 6 Association Committees

The President may appoint committees as required. There shall be no less than three (3) persons on any given committee. All committee meetings shall be open, however, the Committee Chairperson may decide whether or not to allow any participation from non-committee members in attendance.

The President-Elect shall appoint and/or introduce the Chairpersons for the committees at the next board meeting. If the committee does not have three (3) members, the vacancies must be filled within 30 days. If a vacancies still exists after thirty (30) days, the President shall fill the vacancy.

Section 7 Nomination Committee  

A Nomination Committee of three (3) members shall be appointed by the President in the second quarter of each year. The purpose of the committee shall be that of submitting names to the Membership for the election of officers. The names must be submitted to the Membership at least thirty (30) days prior to the Annual Meeting. The candidates shall be given the opportunity to address the General Membership at the Annual Meeting before voting.

Section 9 Financial Review

The Board or its appointed representative(s) shall conduct a review of the books and minutes of the past calendar year during the period of January 3 through March 31 of the following calendar year.

ARTICLE X - AMENDMENTS

These Bylaws, and such Bylaws as may hereafter be adopted, may be amended, repealed, or altered in whole or in part when a proper quorum has been established at any regularly scheduled meeting of the Association, provided the proposed changes are submitted emailed to each Member at least fifteen (15) days before the date of the meeting at which the changes are to be considered.

ARTICLE XI - NOTICES

The Executive Officer shall attempt to notify each member by email Notices of meetings, their locations, as well as other Association affairs. Each member is responsible for sending the Executive Officer any changes of the address for the record.

ARTICLE XII - WARD COMBS SCHOLARSHIP FUND

The Ward Combs Scholarship Fund shall be maintained following an investment policy approved by the board.