The objectives of this Association shall be:

The objectives of this Association shall be:

Section 1. The purpose of the Association shall be as follows:

1. To promote and encourage high standards, conduct and ethics of the pest management industry by means of study, discussion and education regarding understanding of the pest management industry.
2. To foster research and distribution of knowledge of the pest management industry among its membership, the general public and to broaden public understanding of the pest management industry.
3. To foster, promote, maintain and encourage the civic, social and economic welfare of the pest management industry and to support our system of free competitive enterprise and individual acceptance of responsibility.
4. To cooperate with Federal, State and Local Government authorities for the good of the community and the pest management industry.
5. To cooperate with scientific and educational institutions in matters of interest to the pest management industry.
6. To acquire, preserve and disseminate data and available information relative to the functions and accomplishments of this Association and its members.
7. To cooperate with local, regional and national associations with common interests in the welfare of the pest management industry.
8. To undertake such other functions consistent with the Bylaws that will advance the efficiency of the Association’s members.

Section 2.

The Association shall never form or enter into any agreement, understanding, combination or any other form of action designed to limit production, fix prices, suppress competition nor in any other matter restrain and monopolize trade or commerce, nor shall the Association engage in any other act or acts which might be in contravention of low or good business practices.

Section 1. Voting Membership – Only Active memberships shall be eligible to vote or hold elective office, except in the case of one allied director elected to the board.

1. Active Member – Any pest management firm, who in the opinion of the Board of Directors, is in sympathy with, and adheres to the purposes of the Association and complies with all the provisions of the Bylaws, shall be eligible for Active membership in the Association.
2. B) Membership in the Association - belongs to the firm, rather than to the individual. However, the firm shall designate the “Voting Member” on each membership application. The Membership of a firm shall be approved or rejected and maintained or terminated on the basis of the possession of a current pesticide business license and certified applicator’s license in the Commonwealth of Virginia. In the event the voting member of any firm shall change, a letter shall be submitted to the Executive Director. In the event the owner or manager of a firm shall change, the new owner or manager shall submit updated contact information to the Association.

Section 2. Non-Voting Memberships – The following membership categories shall have non-voting membership, and shall not be eligible to hold elective office in the Association, except for one Allied Director.

1. Allied Membership – Any person, firm or corporation which manufacturers or supplies products, equipment, and/or other materials or services to the pest management industry, shall be eligible for Allied membership.
2. Associate Membership – Any person solely engaged in structural pest management services and sanitation in Federal employment, State employment, or involved in an in-house operation in private industry, shall be eligible for Associate membership.
3. Honorary Membership – A person who is not actively in the pest management industry or connected to the Association shall be eligible for honorary membership. Honorary membership is conferred after recommendation by a majority of the Board of Directors, and approval by three-fourths (3/4) of the members present and voting at the Annual Meeting of the Association.
4. Secondary Membership – Each member firm may designate secondary members from the main office or from any of their branch offices pending approval by the Board of Directors. Secondary members are entitled to all Association mailings and attendance to all Association workshops and other functions.
5. Affiliated Membership – Any person, firm or corporation which has an affiliation with the pest management industry in Virginia, including, but not limited to: students, universities, attorneys, consultants, or home inspectors, shall be eligible for affiliated membership.

Section 3. Removal – Members of any classification may be removed for non-payment of dues. Any Member suspended for non-payment of dues may be reinstated at any time by payment of dues for the current membership year. Any Member may resign at any time by giving written notice of its resignation to the Association. Any resignation shall take effect at the time specified therein, or, if not specified, immediately. No dues will be refunded. Any Member may be expelled for adequate reason (e.g., violation of the Bylaws or any policy, rule or practice adopted by the Association) by a two-thirds (2/3) vote of the Board. Any Member proposed for expulsion is to be given adequate advance written notice of at least thirty (30) days including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board, and final written notice of the Board’s decision. The Board’s decision is final and not subject to appeal.

Section 4. Reinstatement – Any former member (either resigned or expelled) desiring reinstatement must make application in the same manner as a new applicant. The application for reinstatement shall not be approved except upon condition of payment of all amounts of past due obligations (if any) to the Association.

Section 1. Annual Meeting – The Annual Meeting of the Association shall be held at such place and on such dates as may be determined by the Board of Directors.

Section 2. Special Meetings – Special meetings of the Association may be called by the Board of Directors at any time or shall be called by the President within thirty (30) days after a written request (by twenty-five (25) regular members) has been filed with the Executive Director. The business to be transacted at any special meeting shall be stated in the notice thereof.

Section 3. Notice of Meetings - Written notice of any meeting of the Association shall be mailed or sent via other readily available electronic methods to the last known address, or email address of each member not less than fifteen (15) days nor more than forty (40) days before the date of the meeting.

Section 4. Voting – At all meetings of the Association, or in all matters requiring a vote by members, each firm’s “Voting Member” (as defined in Article IV, Section 1b) shall have only one (1) vote to cast, wither by mail, other readily available electronic methods, or in person. Elections will be held by a mail ballot or by other readily available distribution methods (including electronic) as provided by these bylaws. The Executive Director shall certify the election, and notify the membership of the results in writing or via readily available electronic methods within 10 days of the closing of the distributed ballot. In the event the “Voting Member” cannot attend any meeting of the Association or participate in any mail ballot, the “Voting Member” may be changed, by letter from the firm’s owner or manager, to the Executive Director. This letter must be in the Executive Director’s hands prior to the convening of any meeting or closing of any distributed ballot; this letter to the Executive Director can be sent and received via mail and/or other method (including electronic).

Section 5. Voting by Mail – Proposals and elections to be offered to the members for a mail vote, shall first be approved by the Board of Directors unless the proposal is endorsed by fifty (50) regular members in which case Board approval shall not be necessary. On any mail or electronic vote, no less than twenty percent (20%) of all regular members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

Section 6. Quorum of Members – At an annual or special meeting of members, a quorum shall consist of twenty-five (25%) of those Active member firms registered for said meeting.

Section 7. Cancellation of Meetings – The Board of Directors may cancel any annual or special meeting for cause.

Section 8. Rules of Order – The meeting and proceedings of this Association shall be regulated and controlled according to “Roberts Rules of Order (Revised)” for parliamentary procedure, except as may be otherwise provided by theses bylaws.

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, of all committees except the Nominating Committee. However, the President may designate another member of the Board to preside in his place for short periods at meetings of the Association or the Board of Directors.  He or she shall perform such duties as pertain to his office and shall promote the welfare and increase the usefulness of the Association.

Section 2. Vice President - The Vice President shall perform the duties of the President in the absence of the latter. He or she shall perform such other duties as are necessarily incident to the office of Vice President, or as may be prescribed by the President and/or the Board of Directors

Section 3. Secretary – The Secretary shall have general charge of the minutes of the meetings of the Board of Directors and the Executive Committee, the reports of all committees, the Articles of Incorporation, and all notice in accordance with the provision of these bylaws; and shall serve as Chairman of the Constitution and Bylaws Committee.

Section 4. Treasurer – The Treasurer shall be responsible to the Association for an accounting of all monies collected and disbursed by the Association, and shall render a semi-annual report to the Board of Directors and an annual report to the membership. He or she shall also serve as Chairman of the Finance Committee.

Section 5. Allied Director – The Allied Director shall work for the common interest of the pest management industry and shall represent the views of the Allied members of the Association to the Board of Directors.

Section 6. National Representative – The National Representative shall be the representative to the National Pest Management Association (NPMA) within the state of Virginia. He or she shall advise and counsel the Virginia Pest Management Association in matters concerning NPMA and the industry.

Section 7. Immediate Past President – The Immediate Past President shall serve as the Chairman of the Nominations Committee.

Section 7. Fidelity Bond – The Executive Director, the President, or any other person entrusted with handling of funds or property of the Association, shall furnish, at the expense of the Association, a fidelity bond approved by the Board of Directors, in such sums as the Board may determine.

Section 8. Impeachment of Officers and Directors – The Association reserves the right to terminate the tenure of office of all officers by a two-thirds (2/3) vote of the entire membership of the Association. Termination shall be based on failure of an officer or director to comply with or abide by the Constitution and Bylaws of the Association.

Section 1. Composition

1. All elected officers (President, Vice President, Secretary, Treasurer, Allied Director, National Representative, and Immediate Past President).
2. Six Directors who shall be elected by the membership, in alternating years, with three (3) being elected in one year, and three (3) being elected in the next year.
3. Four Regional Directors, whose main or branch office is in the region they represent, and who shall be elected by the membership within that region, in alternating years, with two (2) being elected in one year, and two (2) being elected in the next year. The regions shall be established by the Board of Directors.

Section 2. Authority and Responsibility – The Board of Directors shall have 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.

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 officer and/or director must be an Active member of the Association except for the directors elected from the Allied membership.
4. Any member, who may deem any action of the Board of Directors as contrary to this Constitution and Bylaws, may serve notice in writing to the Secretary to call a special meeting, or place his request for 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 the regular meeting or in a special meeting called within sixty (60) days. The membership shall be notified, being given fifteen (15) 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 if it deems investigation for the presentation of additional evidence necessary. The decision of the Association shall be final. Reversal of a decision of the Board shall require two-thirds (2/3) vote of the Active members of the Association present and voting.

Section 3. Absence – Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.

Section 4. Vacancies and Removal – Any vacancy on the Board of Directors that may occur for any reason between Annual Meetings shall be filled by a majority vote of the Board of Directors. A director so elected to fill a vacancy shall serve the unexpired term of his predecessor. The Board of Directors may in its discretion, by affirmative vote of two-thirds (2/3) of its members, remove any director for cause.

Section 5. Compensation – Board directors and elected officers shall not receive any compensation for their services.

Section 6. Term of Office – Each Board director shall take office immediately upon election, and shall serve for a term of two (2) years, or until his successor is duly elected and qualified.

Section 7. Qualifications – Any Active member in good standing shall be eligible for nomination and election to the Board of Directors.

Section 1. Appointment – The President shall annually appoint Chairs and members to such Standing Committees as provided in these Bylaws and such other committees as the Board may deem advisable. Chairs and members of all committees serve at the pleasure of the President and may be removed or re-assigned as determined by the President. Committees may make recommendations to the board and shall not perform duties of the board.

Section 2. Standing Committees.

1. Constitution and Bylaws – Secretary is Chairman
2. Finance – Treasurer is Chairman
3. Nominations – Immediate Past President is Chairman

Section 3. Committee Composition – The President shall appoint as many members to any committee as he or she or the Board of Directors deem advisable, provided that no committee shall consist of less than three (3) members, exclusive of the President as an ex officio member.

Section 4. Meetings and Quorum – 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. Term – All standing committees which are appointed each year shall serve concurrently with the term of office of the Board of Directors. Special committees, appointed for a specific purpose, shall serve for a period of time as deemed advisable by the President or the Board of Directors.

Section 1. The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall insure or be distributed to members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one (1) or more regularly organized and qualified charitable, education, scientific, or philanthropic organizations to be selected by the Board of Directors.

The membership shall observe the following Code of Ethics.

To uphold the standards of this Association.

To hold our industry in high esteem and strive to enhance its prestige.

To maintain high company standards of moral responsibility, character, and business integrity.

To practice fairness, frankness and honesty in all advertising and in all transactions with the general public.

To keep the needs of our clients always uppermost.

To know the accurate costs of all services performed and responsibilities assumed in the prevention, control, elimination or management of pests and demonstrate a determination to recoup those costs and to profit from the effort.

To render pest control services safely and efficiently in keeping with good practices, and to observe them in both letter and spirit.

To perfect our skills and business practices.

To cooperate with others in the interchange of knowledge and ideas for mutual benefit.

To respect the reputation and practice of other pest management operators but to expose to the Association, without hesitation, illegal or unethical conduct of other firms.