NPMA BOARD OF DIRECTORS MEETING JUNE 26, 2014 FAIRFAX, VIRGINIA
National Pest Management Association Board of Directors Meeting June 26, 2014 9:00 a.m. – 2:00 p.m. Fairfax, Virginia AGENDA NPMA MISSION STATEMENT NPMA supports members in being professional, knowledgeable, and profitable through education, industry leadership, public policy initiatives, and market development resources. GOALS Be the Definitive Source for Education, Information, and Resources for Current and Future Pest Management Professionals Strive to Proactively and Positively Affect Regulatory and Legislative Outcomes for the Pest Management Industry Promote the Importance of Professional Pest Management and Strengthen the Public’s Perception of the Industry *Denotes Voting Issue I.
II. III. IV.
V.
Call to Order (9:00‐9:10am) Billy Tesh A. Passing of the Gavel Kevin Pass B. Roll Call and Determination of Quorum (15) Bryan Cooksey C. Review of Anti‐Trust Policy & Conflict of Interest Policy Bryan Cooksey D. Approval of Agenda* Billy Tesh President’s Message (9:10‐9:15am) Billy Tesh (9:15‐9:25am) Bob Rosenberg Staff and Headquarters Report Review/Approval of Minutes* (9:25‐9:30am) Bryan Cooksey A. March 2014 Meeting B. April 22, 2014 Ratification of Electronic Vote on the Engagement of Auditors 2014‐15 C. May 2, 2014 Ratification of Electronic Vote on Associate and Allied Board Members Toward Our Goal for Sound Governance A. Financial Report a. Review of FY 2014 Activities (9:30‐9:35am) Russ Ives b. Presentation of FY 2015 Budget (9:35‐9:50am) Chuck Tindol B. Approval of New Policies and Charter* (9:50‐10:00am) Bob Rosenberg (10:00‐10:05am) Dominique Stumpf C. Approve Proposed Changes to NPMA’s Bylaws* D. DISCUSSION: (10:05‐10:45am) Group Session 1: What components should be part of a Board Performance Matrix and what evaluation metrics should be used to assess the group’s stewardship of the organization? Missy Henriksen Session 2: How can we enable the Board members to be ambassadors of the association? What tools or resources could be provided by NPMA to assist? Bob Rosenberg
VI.
VII.
Toward Our Goal to Educate and Inform A. Review of New Member Benefit & Connection Tools (10:45‐10:55am) Janay Rickwalder B. Review of New Affinity Programs (10:55‐11:00am) Janay Rickwalder C. Update on Vision 2020 Initiative (11:00‐11:05am) Janay Rickwalder D. Update on PestWorld 2014 and Upcoming Meetings (11:05‐11:15am) A. Wirtz/D. Stumpf E. Pest Management Foundation Update (11:15‐11:30am) Jim Fredericks F. DISCUSSION: (11:30‐12:00pm) Group Session 1: How can we best communicate with and engage members? Janay RIckwalder Session 2: What services can we offer to better serve members and understand the needs of different size companies? Janay Rickwalder Toward our Goal to Protect the Industry A. Update on Recent Industry Stewardship Initiatives (12:15‐12:20pm) Andy Architect B. Update on Fumigants (12:20‐12:25pm) G. Harrington/M. Duke C. Update on Pollinator Health Initiatives (12:25‐12:40pm) Architect/Henriksen
VIII.
IX.
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Toward our Goal to Grow the Industry A. Review Latest Additions to Jobs Initiative B. Update on Commercial Initiative
(12:40‐12:50pm) (12:50‐1:00pm)
Missy Henriksen B. Rosenberg/M. Henrisksen
C. DISCUSSION: (1:00‐1:30pm) Group Session 1: How can we best engage and communicate with members regarding federal and state legislative and regulatory issues? Rosenberg/Architect Session 2: What does NPMA need to do maintain its relevance in the next 5‐10 years, anticipating the needs of the next generation? Tesh Other Business A. NPMA Gives (1:30‐1:35pm) J. Rickwalder/D. Stumpf B. Review of Proposed Database Enhancements (1:35‐1:45pm) Janay Rickwalder C. Approval of FY 2015 Budget* (1:45‐1:55pm) Chuck Tindol Adjournment (2:00pm) Billy Tesh
NATIONAL PEST MANAGEMENT ASSOCIATION 2014-‐2015 BOARD OF DIRECTORS
EXECUTIVE COMMITTEE Mr. William A. Tesh 2014-‐2015 President Pest Management Systems, Inc. 424 Prescott Street Greensboro, NC 27401 336-‐382-‐3542 (cell) btesh@pestmgt.com Mr. H. Russell Ives 2014-‐2015 President-‐Elect Rose Pest Solutions PO Box 309 Troy, MI 48099-‐0309 248-‐588-‐7005 rives@rosepestsolutions.com Mr. Chuck Tindol 2014-‐2015 Treasurer Allgood Pest Solutions 2385 Satellite Boulevard, Ste 100 Duluth, GA 30096 678-‐775-‐3027 ctindol@allgoodpc.com Mr. Bryan Cooksey, Jr. 2014-‐2015 Secretary McCall Service, Inc. 2861 College Street Jacksonville, FL 32205 904-‐389-‐5561 bcooksey@mccallservice.com
Mr. Kevin C. Pass 2014-‐2015 Immediate Past President Action Pest Control 2301 South Green River Road Evansville, IN 47715 812-‐477-‐5546 kevinp@actionpest.com
REGIONAL DIRECTORS
Mr. Matthew Nixon 2013-‐2015 Region #1 Director American Pest 11820 West Market Place Fulton, MD 20759 240-‐485-‐2141 mnixon@americanpest.net Mr. Court Parker 2014-‐2016 Region #2 Director Bug Busters, Inc. 2101 South Greenwood, Suite D Chattanooga, TN 37404 770-‐307-‐0505 court@bugbustersusa.com Mr. Richard Kesecker 2014-‐2016 Region #3 Director Good Earth Pest Company PO Box 2227 Corvallis, OR 97339 541-‐753-‐7233 rich@goodearthpest.com
Mr. Lee Whitmore 2013-‐2015 Region #4 Director Beneficial Exterminating, Inc. 5135 W. Rosecrans Avenue Hawthorne, CA 90250 310-‐675-‐6200 lee@benexfume.com Mr. Steve Graff 2013-‐2015 Region #5 Director Abell Pest Control 246 Attwell Drive Etobicoke, ON M9W 5B4 Canada 416-‐675-‐3305 sgraff@abellgroup.com
AT-‐LARGE MEMBERS
Mr. Chris Gorecki 2014-‐2015 At-‐Large Member Orkin Pest Control 2170 Piedmont Road Atlanta, GA 30324 404-‐888-‐2616 cgorecki@rollins.com Mr. Michael Botha 2014-‐2016 At-‐Large Member Sandwich Isle Pest Solutions 96-‐1385 Waihona Street, Bldg. A Pearl City, HI 96782 808-‐478-‐1479 mjbotha@sandwichisle.com
Mr. Cleveland Dixon 2014-‐2016 At-‐Large Member Holiday Termite & Pest Control 6715 Backlick Road, Ste. 203 Springfield, VA 22150 703-‐569-‐9333 cleveland@holidaypestcontrol.com Mr. Dennis Jenkins 2013-‐2015 At-‐Large Member ABC Home & Commercial Services 997 Grandys Lane Lewisville, TX 75077 469-‐549-‐7300 djenkins@abcpest.com Ms. Jennifer Leggett 2013-‐2015 At-‐Large Member Lindsey Pest Services 2134 Haines Street Jacksonville, FL 32206-‐4047 904-‐350-‐9406 jenabug123@aol.com Mr. Chris McCloud 2014-‐2016 At-‐Large Member McCloud Services 1635 North Lancaster Road South Elgin, IL 60177 224-‐227-‐6508 chrismccloud@mccloudservices.com Ms. Sheri Spencer Bachman 2013-‐2015 At-‐Large Member Spencer Pest Services PO Box 2117 Roswell, GA 30077 770-‐294-‐2332 (cell) sheri.spencer@spencerpest.com
Mr. Scott W. Steckel 2013-‐2015 At-‐Large Member Varment Guard Environmental Services, Inc. PO Box 297797 Columbus, OH 43229 614-‐259-‐5040 scott.steckel@varmentguard.com Ms. Emily Thomas-‐Kendrick 2014-‐2016 At-‐Large Member Arrow Exterminators, Inc. PO Box 500219 Atlanta, GA 31150-‐0219 770-‐552-‐4943 ekendrick@arrowexterminators.com Mr. Ben Walker 2014-‐2016 Gregory Pest Solutions PO Box 6713 Greenville, SC 29606 864-‐675-‐6226 bwalker@gregorypestsolutions.com
PAST PRESIDENTS’ REPRESENTATIVE Mr. Raleigh Jenkins 2014-‐2015 Past Presidents’ Representative ABC Home & Commercial Services 8448 N Sam Houston Pkwy West Houston, TX 77064 Phone: 281-‐730-‐9500 rjenkins@goanteater.com
ASSOCIATE DIRECTORS Mr. Robert Baker 2014-‐2015 Clark Pest Control 555 North Guild Avenue Lodi, CA 95240 209-‐368-‐7152 rbaker@clarkpest.com Mr. Andrew Klein 2014-‐2015 Assured Environments 45 Broadway, 10th Floor New York, NY 10006 212-‐480-‐5800 aklein@assuredenvironments.com
SUPPLIER REPRESENTATIVE
Mr. Tommy Reeves 2014-‐15 Oldham Chemicals Co., Inc. PO Box 18358 Memphis, TN 38118-‐6025 800-‐888-‐5502 tommyreeves@oldhamchem.com
UPFDA REPRESENTATIVE Ms. Karen Furgiuele-‐Percy UPFDA Representative Gardex Chemicals Ltd 7 Meridian Road Etobicoke, ON M9W 4Z6 Canada 416-‐931-‐0597 kfurgiuele@gardexinc.com
National Pest Management Association Board of Directors May 2, 2014 Ratification of New Members The NPMA board voted unanimously to ratify the nomination of Robert Baker and Andrew Klein as associate members and Tommy Reeves as the allied/supplier representative to the NPMA 2014-‐2015 board and Chris Gorecki to serve the balance of Rick Bell’s term.
National Pest Management Association Board of Directors April 22, 2014 Board Electronic Vote on the Engagement of Auditors for 2014-‐2015 The Board of Directors approved the Finance and Audit Committee recommendation that NPMA engage the accounting firm Tate & Tryon to perform the audit and tax preparation work on behalf of the association for the year ending June 30, 2014.
National Pest Management Association Board of Directors Meeting March 6, 2014 Washington, DC MINUTES I. Call to Order President Kevin Pass called the meeting to order at approximately 12:00pm. In addition to the President, the following individuals were in attendance: Billy Tesh (President-‐Elect), Russ Ives (Treasurer), Chuck Tindol (Secretary), Laura Simpson (Immediate Past President), Bob Rosenberg (Executive Vice President), Bruce Carter (Past Presidents’ Representative), Matt Nixon (Region 1 Director), Scott Eubanks (Region 2 Director), Sean Bergmann (Region 3 Director), Lee Whitmore (Region 4 Director), Steve Graff (Region 5 Director), Karen Furgiuele-‐Percy (UPFDA Representative), Rick Bell (At-‐ Large Member), Bryan Cooksey (At-‐Large Member), Scott Fortson (At-‐Large Member), Dennis Jenkins (At-‐Large Member), Jennifer Leggett (At-‐Large Member), Todd Leyse (At-‐Large Member), Justin McCauley (At-‐Large Member), Sheri Spencer Bachman (At-‐Large Member), Scott Steckel (At-‐Large Member), Marillian Missiti (Associate Director), John Myers (Associate Director) and Chris Pienaar (Supplier Representative). The following past presidents were in attendance: Bob Kunst, Donnie Blake, Ray Johnson, Norman Goldenberg, and Ward Combs. Nominating Committee Chair Laura Simpson noted Brent Boles had resigned his seat on the Board. She stated the committee had decided not to fill the unexpired term as the position’s tenure was set to expire shortly. Secretary Chuck Tindol declared a quorum for the meeting and then referenced the Association’s anti-‐ trust policy and stressed the importance of it being followed at all times. The meeting agenda was presented. Mr. Pass removed the scheduled discussion on lawn care from the agenda as no one was there to represent the issue. A motion was made, seconded, and unanimously approved to accept the agenda as amended. Billy Tesh reviewed the association’s conflict of interest policy and asked the BOD to sign and submit their conflict of interest statements. II. President’s Message Mr. Pass thanked everyone for their participation at Legislative Day and reviewed new services offered by NPMA. III. Approval of Minutes Typographical errors in the minutes of the October 2013 minutes were changed to read “Pest Management Regulatory Agency of Canada”. A motion was made, seconded, and unanimously approved to accept the minutes as altered 1
IV. Financial Report Treasurer Russ Ives presented highlights of financial activities for the current year, indicating if all initiatives remain on target, the association would exceed the budgeted surplus by approximately $75,000. He indicated the building mortgage was paid off in December, resulting in a $6,000 savings in interest to the association. He then reviewed the individual performance of various activities for the year. Mr. Ives indicated the Budget Committee would have the budget for the following year to the Board by the end of June. He indicated he expected the upcoming year to bring a significant investment in the purchase of a new database and out-‐of-‐the ordinary expenses associated with the purchase of barcode scanners, a meeting for commercial pest management professionals, and work by the succession planning committee. Lastly, Mr. Ives reported that an RFP had been distributed to select a new firm to review and audit NPMA’s finances annually, beginning with the year ending June 30, 2014. V. Diversity Committee Report Marillian Missiti provided a report from the Diversity Committee and shared the group’s goals, focused ultimately on developing a more diverse and inclusive industry. VI. Approval of Change in Allied Representation on Board Chris Pienaar presented a recommendation from the Suppliers’ Council that would change the composition of the NPMA Board of Directors to include three allied members, each serving a two year term. In the proposed plan, one of the allied representatives would represent a chemical manufacturer and one would hail from a service provider that is not a chemical manufacturer; both of these individuals would be nominated by the Nominating Committee and ratified by the Board. The additional allied representative would be nominated by UPFDA and approved by the Board. A motion was made, seconded, and unanimously approved to accept the proposal presented. It was noted that the change would be put forward to the membership at the annual meeting in October. VII. Approval of Policies and Charters Bob Rosenberg presented a draft board policy manual on behalf of the Bylaws Committee noting the committee’s recommendation that the policies become the full set of policies in existence for the Board, replacing any others that were previously approved. The Bylaws Committee was asked to consider adjustments to the presented policies including requiring the Executive Committee to seek input from the full board for the Executive Vice President’s performance review; including a line item in the budget or some other place demonstrating the full cost burden for the Executive Vice President; clarification of a policy on life members; clarification on travel reimbursement for committees; consideration of the Executive Vice President not having check signing privileges, and stating in the Nominating Committee’s charter that the Executive Vice President not be allowed to serve on the Committee. A motion was made, seconded, and unanimously approved to accept the policies as presented. (See attached.) 2
VIII. Regional Membership Distribution Andy Architect presented an overview of the number of members in current NPMA regions, citing great discrepancies in the number of voting members in the respective regions, and presented a suggested re-‐ alignment in the composition to make the regions more equal in size. The proposed change would provide the following distribution: Region 1 -‐-‐ 1283 Region 2 -‐-‐ 1150 Region 3 -‐-‐ 1192 Region 4 -‐-‐ 1015 Region 5 -‐-‐ Canada (432) A motion was made, seconded, and unanimously approved to accept the proposed changes in regional distribution. IX. Foundation Board Composition Jim Fredericks reviewed the current composition of the Pest Management Foundation’s board and suggested the foundation’s leadership structure should be changed to ensure those serving have the appropriate time and expertise to offer. It was suggested there be strong technical representation on the Board and a balance of business leadership ensure research projects selected by the foundation are applicable to business. Mr. Fredericks indicated he would review the recommendations with the current foundation board and provide an update in the future. X. NPMA Membership Model President Pass engaged the Board in a strategic discussion about NPMA’s membership model to explore whether NPMA was connecting with and serving industry professionals most appropriately in its current structure. The group offered several tactical suggestions and indicated NPMA should continue to learn more about how to offer the best experience for members and best represent the industry. XI. Staff and Headquarters Report Mr. Rosenberg introduced Lindsey McCormick as NPMA’s new Assistant Manager, Membership and State Events and thanked staff for their contributions to the Association. He shared a written report of recent NPMA accomplishments and invited questions on them. Mr. Rosenberg then shared highlights of staff’s work plan for the year. XII. Education and Information Meetings Dominique Stumpf asked the Board for thoughts on whether NPMA should consider Hawaii as a convention destination for 2023. There appeared to be general support but staff indicated they would continue to work with exhibitors and members to gauge interest. OSHA Toolbox Mr. Architect, Marcia Duke, and Matt Coffindaffer showcased the new OSHA Toolbox that will be offered as a member service for NPMA. 3
Review of Member Service Janay Rickwalder reviewed a portal, mynpmapestworld.org that will soon give NPMA members access to a wide range of tools and an increased opportunity to share information with one another and participate in virtual communities. XIII. Product Stewardship The Board engaged in a strategic dialogue to ensure NPMA was doing all possible to encourage strong product stewardship by industry professionals. The group felt that the association should continue to advise members on proper stewardship practices as has customarily been done in the past but expressed that specific new measures did not appear to be warranted. XIV. Industry Growth Jobs Initiative The Board reviewed a new video designed to interest individuals in careers in pest management. The Board provided several suggestions to be considered for the final production of the piece. Commercial Initiative Missy Henriksen indicated a summit would be held of member companies who worked heavily in commercial markets to learn how NPMA and PPMA could better support the strategic business needs associated with pest professionals serving commercial accounts. Vision 2020 Chuck Tindol provided an overview of the recent Vision 2020 planning meeting that was held. PestFactor Mr. Architect announced the creation of the PestFactor contest that would solicit videos of industry professionals sharing what they like about working in the industry. XV. Other Business The group discussed whether NPMA should host a dinner for Past Presidents and members of the Board instead of the traditional dinner. It was determined a reception should be held. It was determined the Board meeting at PestWorld 2014 should be held at the beginning of the week instead of the end. Members of the Board determined the summer Board meeting should be held separate from Academy. It was decided for this year, the BOD meeting should be held at the NPMA office. XVI. Adjournment There being no further business, the meeting was adjourned at 4:40pm. 4
National Pest Management Association Minutes of Directors Meetings Policy Approved by the Board of Directors March 2014 NPMA shall document the meetings held or written actions undertaken during the year by the Board of Directors. 1. The Secretary or his/her designee shall take minutes at all meetings of the Board of Directors including those that are held in-‐person and through a conference call or webinar. 2. Minutes will begin with basic information, including the name of the meeting, date, time and location of the meeting, and a roster of members of the Board in attendance and those who were absent, and any guests that were in attendance. The minutes should note if there was a quorum at the meeting. 3. The Minutes shall reflect the NPMA Anti-‐Trust Policy was reviewed. 4. Minutes shall record actions taken during the meeting, including motions made, and if they passed, failed or were tabled and the margin. It is not necessary to record the names of those who made or seconded a motion. It is not required to record any discussion or how each director voted. 5. Minutes shall be distributed for review by the directors within 10 days following the meeting. If minutes are taken by the Secretary’s designee, the Secretary shall have an opportunity to review and comment on the minutes prior to dissemination to the Board. 6. Approval of the Minutes should be included as one of the first items on the agenda of the next meeting of the Board. 7. The Secretary will ensure that a copy of the approved Minutes of meetings of the Board of Directors is kept on file for a period of not less than five years or for the duration specified in the policy on Records Retention, whichever is longer. 8. Minutes of Board meetings shall be made available to the membership only once approved and shall be posted to the NPMA web site. 9. Meetings of the Board shall not be audio or video taped.
National Pest Management Association Open Meetings Policy Approved by the Board of Directors March 2014 It shall be the policy of NPMA that unless otherwise determined by the Board of Directors, all meetings of the Association shall be open to all classes of the membership. If the Board of Directors or any individual director would like to close a meeting of the Board, Robert’s Rules of Order shall govern the process. Notwithstanding the forgoing, the Annual Membership Meeting shall be open to all members at all times.
National Pest Management Association Capital Expenditures Policy Approved by the Board of Directors March 2014 To the extent practical, capital expenditures will be incorporated into the annual budget. Purchases over $500, including office machines and furniture, will be inventoried annually and capitalized and 5
depreciated in accordance with existing regulations. Expendable office supplies shall be expensed on receipt. Any proposed capital expenditure must be pre-‐approved by the Executive Vice President and Chief Financial Officer.
National Pest Management Association NPMA Bylaws Committee Charter Approved by the Board of Directors March 2014 Charge The Bylaws Committee shall review NPMA’s governing documents annually and make appropriate recommendations to the Board and membership, as necessary. In addition, the Committee may be called upon to help in the interpretation of the Bylaws. Composition The President shall annually appoint a Bylaws Committee consisting of at least three (3) Regular Members and shall name one of the members to serve as the committee’s chair. Duties of the Nominating Committee 1. Meet in person or by teleconference at least once per year. 2. Review Bylaws annually. 3. Develop strategies for necessary revisions (as needed). 4. Submit recommendations to the Board (as needed). 5. Support Board and/or membership with interpretation of Bylaws or recommend to the Board the adoption of Board policies (as needed)
National Pest Management Association Finance and Audit Committee Charter Approved by the Board of Directors July 2013; Modified by the Board of Directors March 2014 Charge The Finance and Audit Committee shall: • Review and recommend financial policies to the Board including ensuring adequate internal controls and maintaining financial records in accordance with standard accounting practices; • Have complete access to all financial records of the Association; • Safeguard NPMA’s assets; • Review proposed significant funding implications (mortgage, Lines of Credit, etc.) recommending approval or disapproval to the Board; • Set guidelines for investments; • Ensure that the organization has the proper risk management provisions in place, including appropriate insurance coverage for the organization and for the Board; and • Receive the proposed annual budget developed by the Executive Committee prior to dissemination to the Board of Directors.
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The Finance and Audit Committee also ensures that the organization has an independent audit of its financial statements annually, receives the audit report and any other reports relating to the audit or the assets and reports the auditor’s findings and recommendations to the Board. The annual audit shall be completed within four months of the end of the fiscal year by an independent Certified Public Accountant and presented at the Board Meeting held in conjunction with the convention. This independent CPA will also file all appropriate tax returns including the 990 and 990T. The Finance and Audit Committee and the Executive Committee will be responsible for the management and facilitation of the audit and said auditing entity will report directly to the Finance and Audit Committee and Executive Committee. Composition The Finance and Audit Committee shall consist of not fewer than five (5) members, of which one will be the current Secretary and the current Treasurer, who shall chair the Committee. The members of the Committee shall serve a four-‐year term and the President shall appoint the new member(s) rotating out at the annual meeting. For committee members appointed in 2013, terms shall be staggered in such a way as not to require the replacement of more than two members in any future year. The newly elected Secretary shall immediately become a member of the Committee.
National Pest Management Association Nominating Committee Charter Approved by the Board of Directors March 2014 Charge The Nominating Committee is responsible for nominating qualified individuals to serve as Directors of the Board and a Secretary to serve as an officer of the Association. Composition Not less than (45) days prior to the Annual Meeting, the President shall appoint members of the Committee to include up to ten (10) Regular Members, one of whom shall be the Immediate Past President and one of whom shall be another past president. At least seven (7) members shall have served on the previous year’s Nominating Committee. The Immediate Past President shall chair the Committee. Duties of the Nominating Committee* The Committee shall have the following responsibilities: 1) Nominate Regional Directors. Consistent with the Bylaws, the Nominating Committee shall annually select and submit to the Board the names of at least two (2) Regular Members to serve as candidates for Regional Director for those regions that will have Director vacancies. Once reviewed and ratified by the Board, the list will be presented to the Regular Members in the respective Regions for election. The candidate from each Region who receives the highest number of votes shall be elected. 2) Nominate At-‐Large Directors. Consistent with the Bylaws, the Nominating Committee shall annually submit the names of at least two (2) Regular Members for each available At-‐Large Director position to the Board for review and ratification. Once ratified by the Board, the list of nominees will be presented to the Regular Members for election. The five (5) candidates receiving the highest number of votes shall be elected. 7
3) Nominate Past President Director of the Board. Consistent with the Bylaws, the Nominating Committee shall nominate one Past President, in addition to the Immediate Past President, to serve on the Board. That individual’s name shall be presented to the Regular Members for election to the Past President Director Position. 4) Nominate Secretary. Consistent with the Bylaws, the Nominating Committee shall recommend up to two (2) candidates for the position of Secretary to the Board. The Board will review the list and if more than one candidate is recommended, the Board will select one (1) candidate to run for the position of Secretary. The name of the candidate recommended by the Board will be submitted to the Regular Members for the final vote. 5) Nominate Associate Directors. Each year, the Nominating Committee shall nominate a candidate to serve in each Associate Director position on the Board. The nominations will be reviewed and, if appropriate, ratified by the Board of Directors. 6) Nominate Allied Director/s. Each year, the Nominating Committee shall nominate a candidate to serve in the Allied Director position on the Board. The nominations will be reviewed and, if appropriate, ratified by the Board of Directors. 7) Support Vacant Positions If a vacancy occurs on the Board for any reason, the Nominating Committee will identify up to two (2) candidates for the vacant position and present such names to the Board who shall elect one (1) of the candidates by majority vote to fill the unexpired term. *Note: Most of the responsibilities for the Nominating Committee defined herin are bestowed by the Bylaws. Accordingly, no changes in responsibilities should be considered or made to this Charter unless they are assured to be in concert with the Bylaws. 8) Advise Candidates on “NPMA Spirit of Electioneering” It is the sense of the NPMA Board of Directors that campaigning for board and officer positions is inconsistent with the spirit of volunteerism and is, accordingly, discouraged. Candidates for leadership positions will be made aware of the Board’s beliefs and wishes in this regard. Timeline and Process The Nominating Committee will identify well-‐qualified candidates through a carefully planned and communicated process designed to obtain influential, knowledgeable, and representative leadership from the organization. The Committee shall use the following schedule to govern the nominating process. All dates should be considered “on or about” and used as a general guide. Dates may be modified if they fall over a weekend, due to inclement weather, or other considerations must be factored. Key Dates for Election of Regional and At-‐Large Directors, Secretary, and Past President Member of the Board • Fall – Initial planning meeting of the Committee at PestWorld • Early January – List of nominations presented to the Board for comment and ratification 8
January 31 – Notice of Nominees Distributed to membership, soliciting write-‐in candidates • Mid-‐February – Names of write-‐in candidates must be received 15 days after list of nominees is distributed • March 15 -‐ -‐ Official ballot distributed to voting members • April 15 – Ballots are due Key Dates for Election of Associate and Allied Directors • April 20 – Names of recommended candidates are submitted to the Board • April 30 – Ballots are due from members of the Board Key Dates for Announcement of New Directors and Commencement of Terms • May 15 – Election results are announced • July 1 – Terms for new officers and directors begin •
National Pest Management Association Performance Evaluation Policy Approved by the Board of Directors March 2014 The Board shall monitor the Executive Vice President (EVP) to ensure that he or she is competent and effective. Due to the sensitive nature of personnel evaluation, the Board shall direct the association’s Executive Committee to conduct an annual written review and appraisal of the EVP’s performance, which shall be retained in the employee’s personnel file. The EVP’s annual goals and objectives should be mutually discussed and agreed upon with the Executive Committee, and should serve as the basis for performance evaluations. In general, they shall be established based on the organization’s identified goals and objectives. The Executive Committee and EVP should agree on the process of the formal performance review at the outset of the period of evaluation. The primary purpose of performance evaluations shall be to help the EVP perform more effectively.
National Pest Management Association Minutes of Committees Policy Approved by the Board of Directors March 2014 NPMA shall document the meetings held or written actions undertaken during the year by each committee recognized by the Board. 1. A member of the committee or staff shall take minutes at committee meetings. 2. Minutes will be taken and retained for the meetings of all committees of the Board – both standing and ad hoc. 3. Minutes will begin with basic information, including the name of the meeting, date, time and location of the meeting, and a roster of members of the Board/Committee in attendance and those who were absent, and any guests that were in attendance. Where appropriate, the minutes should note if there was a quorum at the meeting. 9
4. Minutes shall record actions taken during the meeting, including motions made, and if they passed, failed or were tabled and the margin. It is not necessary to record the names of those who motioned or seconded a motion. It is not required to record any discussion or how each member voted. 5. Minutes shall be distributed for review by members of the Committee within 10 days following the meeting. 6. Approval of the minutes should be included as the first item on the agenda of the next meeting of the Committee. 7. Each Committee’s staff liaison shall ensure that minutes of Committee meetings shall be made available for review by the membership on the NPMA website once approved.
National Pest Management Association Confidentiality Policy Approved by the Board of Directors March 2014 It is the policy of NPMA that board members and employees may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with NPMA to any person, including relatives, friends, and business and professional associates, other than to persons who have a legitimate need for such information and to whom NPMA has authorized disclosure. Board members and employees shall use confidential information solely for the purpose of performing services as a board member or employee for NPMA. This policy is not intended to prevent disclosure where disclosure is required by law. Board members and employees must exercise good judgment and care at all times to avoid unauthorized or improper disclosures of confidential information. Conversations in public places, such as restaurants, elevators, and airplanes, should be limited to matters that do not pertain to information of a sensitive or confidential nature. In addition, board members and employees should be sensitive to the risk of inadvertent disclosure and should, for example, refrain from leaving confidential information on desks or otherwise in plain view and refrain from the use of speakerphones to discuss confidential information if the conversation could be heard by unauthorized persons. At the end of a board member’s term in office or upon the termination of an employee’s employment, he or she shall return, at the request of NPMA, all documents, papers, and other materials, regardless of medium, that may contain or be derived from confidential information in his or her possession.
National Pest Management Association Document Retention Policy Approved by the Board of Directors March 2014
Document Retention NPMA follows the document retention procedures outlined below. Documents that are not listed, but are substantially similar to those listed in the schedule, will be retained for the appropriate length of time. This includes electronic documents. 10
Corporate Records Annual Reports to Secretary of State/Attorney General Permanent Articles of Incorporation Permanent Board Meeting and Board Committee Minutes Permanent Board Policies/Resolutions Permanent Bylaws Permanent Construction Documents Permanent Fixed Asset Records Permanent IRS Application for Tax-‐Exempt Status (Form 1023) Permanent IRS Determination Letter Permanent State Sales Tax Exemption Letter Permanent Contracts (after expiration) 7 years Correspondence (general) 3 years Accounting and Corporate Tax Records Annual Audits and Financial Statements Permanent Depreciation Schedules Permanent IRS Form 990 Tax Returns Permanent General Ledgers [7 years/Permanent] Business Expense Records 7 years IRS Forms 1099 7 years Journal Entries 7 years Invoices 7 years Sales Records (box office, concessions, gift shop) 5 years Petty Cash Vouchers 3 years Cash Receipts 3 years Credit Card Receipts 3 years Bank Records Check Registers [7 years/Permanent] Bank Deposit Slips 7 years Bank Statements and Reconciliation 7 years Electronic Fund Transfer Documents 7 years Payroll and Employment Tax Records Payroll Registers Permanent State Unemployment Tax Records Permanent Earnings Records 7 years Garnishment Records 7 years Payroll Tax Returns 7 years W-‐2 Statements 7 years Employee Records Employment and Termination Agreements Permanent Retirement and Pension Plan Documents Permanent Records Relating to Promotion, Demotion, or Discharge 7 years after termination Accident Reports and Worker’s Compensation Records 5 years Salary Schedules 5 years Employment Applications 3 years 11
I-‐9 Forms Time Cards Donor and Grant Records Donor Records and Acknowledgment Letters Grant Applications and Contracts Legal, Insurance, and Safety Records Appraisals Copyright Registrations Environmental Studies Insurance Policies Real Estate Documents Stock and Bond Records Trademark Registrations Leases OSHA Documents General Contracts
3 years after termination 2 years
7 years 7 years after completion
Permanent Permanent Permanent Permanent Permanent Permanent Permanent 6 years after expiration 5 years 3 years after termination
National Pest Management Association Anti-‐Harassment Policy for Members of the Board of Directors Approved by the Board of Directors March 2014 NPMA is committed to providing an environment that is free from all forms of discrimination and conduct that can be considered harassing, coercive, or disruptive, including sexual harassment. Sexual harassment includes unwelcome sexual advances, requests for sexual favors, and other verbal, visual or physical conduct of a sexual nature. In addition harassment based on sex (gender), race, color, religion, national origin, age, disability or veteran status is forbidden. In the course of carrying out their duties for NPMA, no director has been given any authority by the organization to require any employee, vendor, member or supplier to enter into any type of sexual relationship, to demean any individual because of gender/sex, or to require any such person to listen to or participate in sexual discussions (including sexual jokes) which are unwelcome or offensive to such individual. Likewise, no director has been given any authority to require any employee, vendor, member or supplier to adopt any particular religious views, to demean any individual because of their religious views, or to require any such person listen to or participate in religious discussions which are unwelcome or offensive to that individual. Furthermore, no director has been given any authority to demean any employee, member, vendor, or supplier because of their race or ethnic background or the existence of any disability, or to require any such individual to listen to offensive or unwelcome jokes or remarks based upon race, ethnicity or disability. Under the law, this type of rude behavior is also likely to be considered to be unlawful "harassment" if the initiator knew that the conduct would be unwelcome or offensive (or the conduct was of the type which most reasonable people would have realized would be offensive under the circumstances). If an employee, is offended, the offender should be informed that his or her conduct is upsetting; and be given a chance to correct the problem. However, common sense should prevail, and cases of serious 12
misbehavior should be brought immediately to the attention of management (as should situations where offensive behavior continues, even after objection has been registered) so that an investigation can be conducted. Any director who is determined, after an investigation, to have engaged in sexual harassment shall be subject to disciplinary action, including removal from the Board where warranted. The Board of Directors recognizes that the Employee Manual shall include an Anti-‐Harassment Policy for staff.
National Pest Management Association Diversity and Inclusion Policy Approved by the Board of Directors March 2014 Diversity is valuing, appreciating, and effectively utilizing the talents of people with a variety of backgrounds, experiences, ethnicities and perspectives. Individuals have many dimensions that include age, appearance, beliefs, education, ethnic origin, gender, ideas, job classification, personality, physical ability, political views, race, religion, sexual orientation and more. We are committed to creating and sustaining an environment that values each individual. Diversity is a way of life, not just a one-‐time initiative. It is an ongoing responsibility with the highest priority. To that end, we strive to attract, develop, retain and include employees, committee members, and directors and officers throughout NPMA who support our commitment. By developing our skills to manage diversity, we will be able to better serve our members by exposure to the wider range of ideas and perspectives that can be found only in an organization where every individual is valued.
National Pest Management Association Financial Controls Policy Approved by the Board of Directors March 2014 Accounts NPMA shall maintain its accounts in financial institutions that are federally insured. All funds received by NPMA shall be deposited timely. All excess funds shall be invested in accordance with the investment policy established by the board. Check-‐Signing Authority All checks require signatures of two staff members, as designated by the Board. Bonding Each designated signatory with authority to withdraw funds shall be bonded. The cost associated to secure the aforementioned coverage shall be that of NPMA. The amount of insurance coverage will be reviewed annually as a part of the budgeting process. Review Not less than once a month, a check register listing the date, payee, check number and amount will be forwarded to the Treasurer for review. 13
Expense report approval and reimbursement All supervisors approve expense reports submitted by staff. Expense reports submitted by the Executive Vice President will be approved by the Treasurer. All expense reports will be scanned and forwarded to the treasurer as a part of the review of the check register. Loans All loans sought by NPMA must be pre-‐approved by the Board of Directors
National Pest Management Association Insurance Policy Approved by the Board of Directors March 2014 NPMA will maintain, and have in-‐force, all appropriate Insurance coverage necessary to protect the assets of the organization. These policies shall include but shall not be limited to Commercial Liability and Umbrella, Directors and Officers, Workers Compensation, Business Owners, Commercial Auto, Crime, Event Cancellation and computer data. All shall be reviewed in the budgeting process
National Pest Management Association Investments Policy Approved by the Board of Directors March 2014 While understanding that NPMA is not in the “business” of investing their primary investment objective is to preserve and protect its assets by earning the largest return for each category of assets, which is appropriate for each fund’s time horizon, distribution requirements, and risk tolerance. NPMA currently maintains checking accounts; money market accounts and government backed securities. The policy is to invest in non-‐risk accounts. These policies apply to all NPMA’s funds, although the specific objectives, risk parameters, and asset allocation will vary, as appropriate, from fund to fund. All funds are maintained and guided by the Executive Vice President and Chief Financial Officer. Any changes in funds shall be reported to the Treasurer and Board of Directors.
National Pest Management Association Membership Privacy and Record Sharing Policies Approved by the Board of Directors March 2014 NPMA recognizes the importance of protecting information that is routinely provided by members and stored at the NPMA office. NPMA maintains information that is relevant to NPMA activities with technical, administrative, and physical safeguards to protect against loss, unauthorized access, destruction, misuse, modification, and improper disclosure; though no computer system or information can ever be fully protected against every possible hazard. NPMA maintains member databases that contain mailing, billing, and member profile information. NPMA also maintains databases of member and non-‐member purchases and of registrations for conferences and other NPMA activities. The information in these databases is used by authorized NPMA staff members to process orders; mail invoices, purchases, renewal notices, and announcements; respond to member inquiries; and help us improve our offerings. Member records are maintained indefinitely. Purchases and credit card transactions are retained for as long as appropriate to meet contractual, tax, or auditing needs. 14
All personally identifiable information contained in NPMA membership, purchase, and registration databases is treated as confidential and will be used only for the purposes stated in this policy, except where required by law. Membership List Policies The NPMA membership list and corresponding contact information is confidential and belongs to the members of NPMA. It will not be made available by NPMA to outside parties. It shall not be made available to members in its entirety; however, members shall be given access to contact information of other members through on-‐line search capabilities. There are occasions where individuals or groups of individuals shall be provided membership lists or portions of membership lists. Such instances include: • Sponsors and exhibitors supporting NPMA meetings will be provided with contact information for all meeting attendees, provided attendees have not prohibited the sharing of such information. • NPMA entities, such as QualityPro, the Professional Pest Management Alliance, and the NPMA Foundation shall have access to NPMA membership records. • State association executives and volunteer leaders shall have access to relevant portions of the NPMA membership lists in order to support the operations of their state’s organization. If such lists are provided to volunteer leaders, the lists may only be used for state association purposes and may not be utilized by the individuals for personal or company business. Email Policies NPMA does not sell, rent, or exchange email addresses of its members. NPMA – and its approved third party vendors -‐ use email addresses in order to send routine correspondence, membership update information, and other such correspondence designed to inform or educate members. All NPMA created and supported email distribution lists are compliant with CAN-‐SPAM regulations. There are occasions where individuals or groups of individuals shall be provided email lists for NPMA member companies. Such instances include: • Suppliers and exhibitors supporting NPMA meetings will be provided with contact information for all meeting attendees, provided attendees have not prohibited the sharing of such information. • NPMA entities, such as QualityPro, the Professional Pest Management Alliance, and the NPMA Foundation shall have access to NPMA membership records. • State association executives and volunteer leaders shall have access to relevant portions of the NPMA membership lists in order to support the operations of their state’s organization. If such lists are provided to volunteer leaders, the lists may only be used for state association purposes and may not be utilized by the individuals for personal or company business. NPMA Web Site This policy applies to the "NPMAPestworld.org" web site maintained by NPMA. Other than in the restricted-‐access portions of NPMA's site that requires an NPMA web Account, NPMA does not log the identity of visitors. However, we may keep access logs, for example containing a visitor's IP address and search queries. We may analyze log files periodically to help maintain and improve our Web site and enforce our online service polices. Cookies are only set when users visit 15
restricted portions of our website. Raw log files are treated as confidential and retained for no longer than two years. On some pages of our site we allow individuals to submit information for the purposes of joining NPMA; renewing or updating their membership; ordering products and services; or registering for a conference, contest, or other activity. Information collected on these pages will be used according to NPMA's Privacy
National Pest Management Association Lobbying and Political Activity Policy Approved by the Board of Directors March 2014 NPMA frequently engages in political activities in an effort to represent the interests of the professional pest management industry and to advance its mission. In the course of such public policy work, NPMA may engage in lobbying – influencing or affecting legislation –-‐ actions designed to affect elections. As federal law imposes specific mandates for lobbying and political activities, NPMA shall follow specific policies related to such actions. Lobbying Expenditures • It is NPMA policy to adhere strictly to limitations on lobbying expenditures imposed by the Internal Revenue Service and relevant governing federal statutes (e.g. Lobbying Disclosure Act). Lobbying expenditures shall be reported annually to the IRS on Form 990. • To ensure adherence to this policy, lobbying expenditures must be included in the approved NPMA budget or authorized in advance by the Executive Vice President. The EVP or the Chief Financial Officer shall facilitate compliance with the limits on direct and grass-‐roots lobbying expenditures. Congressional Reporting In addition to reporting lobbying expenses annually to the IRS, NPMA shall submit required lobbying and political contribution disclosure reports to Congress. Compliance with Federal Election Laws During election years or cycles — and especially within 120 days of any election — it is very important that NPMA employees understand what they may and may not do during an election campaign vis-‐à-‐vis political candidates and their campaigns. As a general rule, involvement in election campaigns by NPMA or its employees on a professional basis is strictly forbidden by the Internal Revenue Code. Violation of the law subjects the organization to loss of its tax-‐exempt status and loss of the tax-‐ deductibility of donor contributions to the organization, both very dire penalties. It is also a violation of NPMA policy to make corporate contributions to political candidates, even in cases where such contributions are permitted by state law.
National Pest Management Association Payment and Reimbursement of Business Expenses Policy Approved by the Board of Directors March 2014 There are instances in which NPMA reimburses employees, Board members and committee members for expenses incurred while conducting NPMA business. This document details NPMA’s policies, procedures and guidelines for the recording and accounting of legitimate expenses for reimbursement by NPMA. 16
PHILOSOPHY AND IMAGE NPMA’s image is enhanced when those representing, who are authorized, do so conscientiously. These policies, procedures and guidelines convey good accounting practices and a positive and confident message about NPMA’s handling of member funds. EXPENSE REPORT FORM The basis for reimbursement of expenses is the National Pest Management Association Travel Expense Report Form (Attachment A). The expense report provides space for entering and organizing essential information necessary to identify reimbursable NPMA activities and related cost. A separate expense form should be used for each trip. In order to receive reimbursement, the form must contain the following information: • Name and signature of person requesting reimbursement; • Period in which expenses were incurred; • NPMA reimbursable purpose of trip or activity; and • Account code or activity to be charged. If the report does not have all of the above relevant information, it will be returned for more complete information. Receipts should be attached to the expense report. Any reimbursable expense under $10 does not require a receipt. Expense report forms should be submitted to the NPMA Finance Department within two (2) weeks of when expenses are incurred. METHOD OF TRANSPORTATION NPMA reimburses coach class airfares on airlines and trains. If it is more economical, a personal car may be used for business travel. NPMA will reimburse mileage at the I.R.S. standard per mile mileage rate. In addition, NPMA will reimburse for tolls and parking. In no case will NPMA reimburse personal car usage in excess of the established coach fare for the same trip. Arrangements for travel should be made as early as possible prior to any scheduled travel in order to insure the lowest available fare, when feasible. CAR RENTAL Car rental associated with NPMA business is a reimbursable expense provided the rental cost is less than the cost of travel by cab or other less expensive forms of transportation. The traveler is required to investigate and rent the lowest rental fee. ANNUAL CONVENTION FOR DIRECTORS No expenses will be reimbursed for Board members and/or committee members attending the annual convention. BOARD MEETINGS and OFFICER TRAVEL Hotel accommodations will be reimbursed for a maximum of one night for Board members attending scheduled Board meetings (other than such meetings held at the annual convention). Room and tax 17
will be charged directly to NPMA’s master account. Meals and incidentals are the responsibility of the individual. Cab fares from the airport to the hotel and from the hotel to the airport will be reimbursed. The President submits a budget request each year. While the President’s approved budget is intended to cover travel to state association and other related meetings, the President may also use his/her budget to cover incidental and meal expenses in addition to lodging and transportation. The President-‐elect receives a budget to cover transportation and lodging for his/her attendance at meetings during his/her tenure as President-‐elect. HOTELS Members will not be reimbursed for staying in hotels other than those designated for the meeting and set up with an NPMA master account. There will be no reimbursement of expenses for committee members attending scheduled meetings at the annual convention. Reimbursable hotel expenses will only be paid if staying at the designated hotel where the event is to be held unless there is no availability or unless less expensive accommodations (including travel to and from event) can be obtained. A waiver to this policy can be obtained and granted by the Executive Vice President.
National Pest Management Association Unrelated Business Income Tax (UBIT) Policy Approved by the Board of Directors March 2014 NPMA must identify and report Unrelated Business Income on its annual tax return, and remit any tax due in compliance with federal, state, and local tax laws and regulations. Departments, divisions, or other NPMA projects generating income that does not directly further NPMA’s tax exempt purpose must contact the Chief Financial Officer to determine if such income is subject to unrelated business income tax.
National Pest Management Association Whistleblower Policy Approved by the Board of Directors March 2014 Purpose NPMA is committed to fostering a workplace conducive to open communication regarding the organization's business practices and to protecting employees from unlawful retaliation and discrimination for having properly disclosed or reported possible illegal or unethical conduct. In an effort to further this commitment, this policy: (i) establishes guidance for the types of conduct to be reported; (ii) procedures for reporting concerns with such serious and sensitive issues; and (iii) makes clear the Association's intention to discipline, up to and including termination of employment, any person determined to have engaged in retaliatory behavior. Questionable Conduct to be Reported If an employee suspects another employee, director, officer, or NPMA representative has engaged in questionable conduct involving financial improprieties, misuse of the Association’s assets, or other 18
fraudulent, dishonest, unethical, or illegal conduct detrimental to the interests of the Association, employees should report it. This misconduct may include outright theft (of equipment or cash), fraudulent expense reports, misstatements of any accounts to any manager or to the Association’s auditors, and of course, unlawful activities. Reporting Procedure If an employee suspects that an employee, director, officer or other NPMA representative has engaged in conduct described above, an employee may report it either confidentially or anonymously—and in either case the employee will be protected from retaliation for making such a report in good faith. An employee can make a confidential report to any of the following at any time: (1) Senior Management, (2) Executive Vice President, (3) President, or if none of those channels is productive or is not feasible, an employee can talk with the (4) Association’s Legal Counsel. NPMA will promptly conduct an investigation into the matter reported, keeping the identity of the reporting employee confidential at all times to the extent permitted by the legitimate needs of the investigation and by law, unless the employees decides otherwise. The employee will be informed of the results of the investigation. If the employee wishes to submit an anonymous report, the employee may do so by U.S. Mail addressed to any of the individuals designated above. The envelope should have the statement “personal and confidential” clearly written on the front. If an employee makes a report anonymously, it will not be possible to provide that individual with the results of any investigation or to follow up with the employee for additional information that may be necessary to proceed. However, the report will be carefully reviewed, and if at all possible, investigated nonetheless. Reporting Retaliation in Violation of this Policy Retaliation against any employee that files a report or voices a concern under this policy is strictly prohibited. Retaliation includes adverse actions with respect to employment such as demotions, wage or hour reductions, denial of raise or benefits if otherwise eligible, and termination of employment. If, having made a report of suspicious conduct in good faith, an employee subsequently believes that he or she has been subjected to retaliation by any NPMA employee, director, officer or other representative, the employee should immediately report it to the Executive Vice President, member of the Senior Management Team, or if appropriate, the association’s legal counsel. Reports of retaliation will be investigated promptly in a manner intended to protect confidentiality, consistent with a full and fair investigation. The party conducting the investigation will notify the employee of the results of the investigation. Any employee who engages in such retaliation will be subject to discipline up to and including termination. Employees who knowingly file misleading or false reports, or without a reasonable belief as to truth or accuracy, will not be protected by this policy and may be subject to discipline, including termination of employment.
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National Pest Management Association Conflict of Interest Policy Approved by the Board of Directors October 20, 2012 The purpose of this conflict-‐of-‐interest policy is to prevent the institutional or personal interests of National Pest Management Association (NPMA) directors, officers, and employees from interfering with the performance of their duties to NPMA, and to ensure that there is no personal, professional, or political gain at the expense of NPMA. This policy is not designed to eliminate relationships and activities that may create a duality of interest, but to require the disclosure of any conflicts of interest and the recusal of any interested party in a decision relating thereto. A conflict of interest may exist when the interests or potential interests of any director, officer, or employee, or that person’s close relative, or any individual, group, or organization to which the person associated with NPMA has allegiance, may be seen as competing with the interests of NPMA, or may impair such person’s independence or loyalty to NPMA. A conflict of interest is defined as an interest that might affect, or might reasonably appear to affect, the judgment or conduct of any director, officer, or employee in a manner that is adverse to the interests of NPMA. Examples A conflict of interest may exist if a director, officer, employee, or close relative • • • •
•
Has a business or financial interest in any third party dealing with NPMA. This does not include ownership interest of less than 5 percent of outstanding securities of public corporations. Holds office, serves on a board, participates in management, or is employed by any third party dealing with NPMA, other than direct funders to NPMA. Derives remuneration or other financial gain from a transaction involving NPMA (other than salary reported on a W-‐2 or W-‐9 or salary and benefits expressly authorized by the board). Receives gifts from any third party on the basis of his or her position with NPMA (other than occasional gifts valued at no more than $100, or if valued at more than $100, the gift is made available in a team space or common area for others to share — e.g., fruit baskets, boxes of candy). All other gifts should be returned to the donor with the explanation that NPMA policy does not permit the acceptance of gifts. No personal gift of money should ever be accepted. Engages in any outside employment or other activity that will materially encroach on such person’s obligations to NPMA; compete with NPMA’s activities; involve any use of NPMA’s equipment, supplies, or facilities; or imply NPMA’s sponsorship or support of the outside employment or activity
Use of Information Directors, officers, and employees shall not use information received from participation in NPMA affairs, whether expressly denominated as confidential or not, for personal gain or to the detriment of NPMA. Disclosure and Recusal Whenever any director has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the board President of such conflict in writing. After such disclosure of all material facts and after any discussion with the interested person, he or she shall leave the board meeting while the determination of a conflict of interest is discussed and voted
upon. The remaining board members shall determine if a conflict of interest exists. When any conflict of interest is relevant to a matter that comes under consideration or requires action by the board, or a board committee, the interested person shall call it to the attention of the board President and shall not be present during board or committee discussion or decision on the matter. However, that person shall provide the board or applicable committee with any and all relevant information on the particular matter. The minutes of the meeting of the board or its committee shall reflect that the conflict of interest was disclosed, that the interested person was not present during discussion or decision on the matter, and did not vote. Whenever an employee has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the chief executive of such conflict in writing. The chief staff executive and President shall determine if there is just cause to bring the issue to the attention of the board of directors or if the issue is tactical enough to be addressed by the staff. If the chief staff executive has a conflict of interest or perceived conflict of interest, he or she shall follow the procedures outlined for directors. Violations of the Conflicts-‐of-‐Interest Policy If the Executive Committee has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose. If, after hearing the director’s response and after making further investigation as warranted by the circumstances, the Executive Committee or their designees determine the director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Similarly, if the chief executive has reasonable cause to believe an employee failed to disclose actual or possible conflicts of interest, he or she shall make further investigation as warranted by the circumstances. If it is determined the employee has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Records of Proceedings The minutes of the board and all committees with board delegated powers shall contain: a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest in fact existed. b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Dissemination A copy of this conflict-‐of-‐interest policy shall be furnished to each director, officer, and employee who is presently serving this organization or who may become associated with it.
Certification The policy and its application shall be reviewed annually for the information and guidance of directors, officers, and employees, each of whom has a continuing responsibility to scrutinize their transactions and outside business interests and relationships for potential conflicts of interest, and make such disclosures as described in this policy. As administered by the chief executive, each director will be asked to complete a certification of agreement with the policy and disclosure of any known conflicts of interest upon his or her election or re-‐election to the board and annually thereafter. As administered by the employee in charge of human resources, each employee will be asked to complete such a certification upon his or her employment and on an annual basis thereafter. All certifications shall be reviewed by the board as appropriate.
CONFLICT CERTIFICATION FOR NPMA Directors, Officers, and Employees I have read and agree to abide by NPMA’s Conflict-‐of-‐Interest Policy. To the best of my knowledge, I have no conflicts as described in this Policy. ______________________________
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Signature
Date
___________________________ Name (please print)
— OR — I have read and agree to abide by NPMA’s Conflict-‐of-‐Interest Policy. To the best of my knowledge, I have no conflicts as described in this Policy, except those noted below or on the attached paper. ____________________________
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Signature
Date
__________________________________ Name (please print)
MEMORANDUM Date: June 11, 2014 To: NPMA Board of Directors and Past Presidents From: NPMA Staff Re: Highlights of Staff Activity
OPERATIONS ADMINISTRATION NPMA recently launched new policies to enhance the employee environment at NPMA, including a performance management program, a staff travel approval process and a professional development plan. DIVERSITY The Diversity Committee fielded three proposals from diversity consultants to conduct a diversity and inclusion study of the industry. After further consideration, the committee agreed to table this discussion and refocus its goals and objectives. MARKETING AND COMMUNICATIONS On May 27, NPMA launched my.NPMAPestWorld.org to the NPMA membership. The purpose of this site is two‐fold: o It serves as a repository of tools and resources that our members can easily find and download on demand. o It creates an NPMA social network‐‐in which our members network online, ask questions through online communities and provide access (or receive access) to company resources. Pest Gazette is now available for order through an online storefront. This new format provides NPMA members the ability to order and pay for the publication at a time that suits them, as well as customize articles and artwork where available. NPMA launched three award programs in May: the Women of Excellence Award, the Young Entrepreneur Award, and the NPMA Gives Award. MEETINGS Contracts have been finalized for next year’s annual conferences and staff is currently working on developing the educational programs for the Global Bed Bug Summit, the Lawn Care Summit, the Wildlife Expo and the Regional Conference Series. This September, NPMA is hosting a Commercial Market Leaders Summit with 40 leaders in the commercial market to determine how NPMA can best serve this membership segment.
Staff is collaborating with CEPA on an event in the South of France early next summer. Staff is finalizing logistical details for PestWorld East 2015, which will be held in Dubai in Spring 2015.
The meetings department is in the process of hiring a new meetings coordinator.
MEMBERSHIP Renewal season is underway, with invoices for 2014‐2015 sent in mid‐May. In addition to the invoices, all companies which NPMA invoices also received a copy of the new member toolkit. The member toolkit was also mailed to all other member companies that NPMA does not currently invoice in mid‐May. NPMA staff and leadership met with the two final vendor candidates for the database project in April and May. Staff provided the Executive Committee with a vendor recommendation (attached) and has requested corresponding funds in the 2014‐2015 budget. PPMA PPMA recently partnered with the Asthma and Allergy Foundation of America to gather data on allergies, asthma, and pests. This April, PPMA completed a satellite media tour with Bob Vila to support National Pest Management Month. Interest from national and local media outlets resulted in more than 32 million impressions. Additionally, PPMA completed recognition and promotion of national observances for Bed Bug and Termite Awareness Weeks and National Pest Management Month. Due to the popularity of these events, we will also celebrate Rodent Awareness Week November 16‐ 22, 2014. To date this year, PPMA has earned more than 200 million media placements ‐ slightly down from this time last year, though almost double our earnings from the year prior. High profile hits have included NBC’s “TODAY Show,” USA Today, The Weather Channel, Reuters, Business Insider, U.S. News & World Report and Reader’s Digest. PPMA has secured placements in publications targeted at various commercial markets. Publications include: Food Manufacturing, Food Quality & Safety, Refrigerated & Frozen Foods, QSR, Restaurant Facility Business, Food Safety Magazine, Meat & Poultry Magazine, Healthcare Facility News, and Grocery Headquarters. In addition, PPMA will begin writing a monthly blog for Food Safety Tech, a publication geared toward food safety professionals. The site, PestWorldforKids, recently received a kid‐friendly overhaul. The redesign is the first phase of a two‐part process that will make the entire site compatible with iPhones, iPads, PCs, and other electronic devices. Over the past few months, PPMA has offered several small‐scale giveaways on its Facebook page. Additionally, a "What Pest Are You?" quiz was launched to continue engaging users. The spring PSA campaign distribution went out to 500 TV and 1,250 radio stations in March. The summer digital distribution, featuring a co‐branded PSA with AAFA went out the first week in June to more than 2,000 TV stations, 3,500 cable systems and 9,400 radio stations.
PestWorld.org now features new health articles from medical advisor, Dr. Parada, new video content with our Ask the Pest Professor series featuring Dr. Jim Fredericks, and a career section showcasing the new NPMA Careers videos. Organic performance of the site is up 302% and organic conversion is up 97% year‐over‐year (April 2013 to April 2014).
PWIPM PWIPM rebranded its annual scholarship as the PWIPM Empowerment Grant in an effort to increase exposure for PWIPM.
INDUSTRY RELATIONS PUBLIC POLICY An ongoing Public Policy Hotlist has been created to outline all of the issues on which staff is currently working. Staff recently launched a weekly recap email outlining NPMA’s policy efforts for the week. The e‐ mail “5 Things You Need to Know this Friday” is sent to state association leaders and public policy committee members. Articles are also repurposed for the weekly e‐PestWorld newsletter. A public policy strategy meeting has been scheduled for late June in conjunction with the NPMA board meeting. In late May, the House Appropriations Committee voted to include two NPMA spearheaded provisions in a bill providing the funding for the U.S. Department of Agriculture for FY 2015. These provisions put the USDA on notice to engage stakeholders on proposed rulemaking establishing a fee that impacts import fumigators and build on a private‐public partnership the Florida Pest Management Association and the Florida Department of Agriculture and Consumer Services have formed to more aggressively combat a newly introduced invasive termite species. NPMA and the Oklahoma Pest Control Association scored a legislative victory when language they pushed was accepted as an amendment to a bill modifying termiticide soil residue standards. In conjunction with the Association of Structural Pest Control Regulatory Officials (ASPCRO), hosted a two‐day workshop at the NPMA office for approximately 40 EPA employees, relating to termites and urban pollinators. REGULATORY AFFAIRS Staff recently met with approximately 15 EPA staff to discuss the registration review of all the structural/post‐harvest fumigants. Based on member concerns about the USDA’s biopreferred federal procurement initiative, NPMA staff met with USDA to get a better understanding of the issue. NPMA will submit comments when reauthorization of the program is announced in the Federal Register. Staff is working with PMRA and CPMA leadership to finalize a survey that will assist PMRA in developing realistic risk assessments for the pyrethroid/ pyrethrin cluster re‐evaluation.
This April, NPMA staff prevented two proposed code changes at the International Code Council (ICC) hearings for the International Green Construction Code (IgCC) held in Memphis. The first proposed change would have limited forms of termite control in green construction to "non‐toxic [sic] materials such as borate treatments, physical barriers and pest resistant building materials." The second proposed addition would have required installation of a barrier during construction in all jurisdictions implementing the IgCC. NPMA has been working with the pilot program development team for a sustainable School IPM pilot in the state of Washington to ensure any training created or required of PMPs is developed by NPMA.
TECHNICAL Staff is developing a pollinator awareness e‐learning module to educate members about the current state of pollinator health with an emphasis on feral versus managed honey bees, the PMP’s role in bee stewardship, and communicating the facts with customers. NPMA staff and international members have been working with the Entomological Society of America to create an international version of the Associate Certified Entomologist (ACE) program. ESA plans to launch the ACE‐International program at PestWorld 2014. NPMA hosted leaders from the four major Canine Scent Detection Certification Organizations to discuss ways that the groups could simplify the way that certification testing is offered to PMPs. The leaders agreed to review potential opportunities with their respective boards, including the idea of providing a simplified “NPMA BMP Minimum Standards” certification to canine teams in addition to proprietary testing options. QUALITYPRO QualityPro is launching a series of new toolboxes over the coming month, to include: a Fleet Management Toolbox, an OSHA toolbox and a four module Supervisor Training Course. The new, reimagined GreenPro standards will be launched at PestWorld 2014.
BYLAWS OF THE NATIONAL PEST MANAGEMENT ASSOCIATION, INC. ARTICLE I-NAME AND LOCATION Section 1.1.
Name. The name of the corporation shall be the National Pest Management
Association, Inc. (the “Association”), a membership organization organized under Delaware General Corporation Law (“DGCL”) and tax exempt for federal income tax purposes under Section 501(c)(6) of the Internal Revenue Code, as amended (the “Code”). Section 1.2.
Location. The principal office of the Association shall be located according to the
determination of the Board of Directors (the “Board”). ARTICLE II-DEFINITIONS Section 2.1.
“Affiliate Organizations” are the Buettner Foundation (DBA The Pest Management
Foundation), Professional Pest Management Alliance, Inc., and The Pest Management Foundation (DBA QualityPro). Section 2.2.
“Annual Meeting” is the annual meeting of the Members of the Association held in
conjunction with the Annual Convention of the Association. Section 2.3.
“Executive Committee” consists of the Officers of the Association.
Section 2.4.
“Finance and Audit Committee” consists of at least three (3) Regular Members and the
Secretary. The Chair of the Committee is the Treasurer. Section 2.5.
“Joint Partner Association” is a state, regional or local association that formally adopts
the Association’s Joint Partnership Program, has Bylaws not inconsistent with that of the Association, and agrees not to limit its membership in violation of any antitrust laws. Section 2.6.
“Member” shall mean a member of each of the membership categories set forth in
Section 4.2. Section 2.7.
“Nominating Committee” nominates individuals to serve as Directors and the Secretary
and identifies candidates for vacancies that occur on the Board.
Section 2.8.
“Officers” are the President, President-Elect, Secretary, Treasurer, Immediate Past
President, and Executive Vice President. All Officers, except the Executive Vice President, are members of the Board. Section 2.9.
“Past President Director” is a past President of the Association who is elected the Past
President Director of the Board. Section 2.9
“Senior Advisors” are Past Presidents of the Association who shall enjoy the rights and
privileges assigned to them by the Board. Section 2.10.
“Pest Management Firm” means any person or business enterprise primarily engaged in
the performance of pest management services for hire. Section 2.11.
“Region” is defined in Section 7.5.
Section 2.12.
“Regional Director” is a member of the Board who is elected by the Regular Members
of a particular Region. Regular Member is defined in Section 4.2. Section 2.13.
“Related Association” is any state, regional or local pest management association
whose mission and objectives are consistent with those of the Association. Section 2.14.
“Supplier/Vendor” is any individual or business enterprise that manufactures or
supplies products, equipment and/or other materials or services to the pest management industry. ARTICLE III-PURPOSES Section 3.1.
Purposes. The purposes of the Association shall be:
3.1.1.
To promote the interest and general welfare of the pest management industry.
3.1.2.
To conduct and promote scientific, technical and business research relevant to the pest management industry.
3.1.3.
To promote a broader understanding and recognition of the pest management industry’s role in protecting property, health, comfort, safety and convenience of the public.
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3.1.4.
To encourage high levels of competence, knowledge and performance by the pest management industry.
3.1.5.
To cooperate with federal, state and local government authorities for the good of the community and the pest management industry.
3.1.6.
To cooperate with scientific and educational institutions in matters of interest to the pest management industry.
3.1.7.
To disseminate, by all appropriate means, accurate knowledge and information with respect to the pest management industry.
3.1.8.
To promote a closer and friendlier relationship among those engaged in the pest management industry.
3.1.9.
To do only those things that are lawful and appropriate in the furtherance of the purposes set forth in Section 3.1, including such activities as are permissible for a Federal tax-exempt corporation with a nonprofit purpose within the meaning of Section 501(c)(6) of the Code. ARTICLE IV-MEMBERSHIP
Section 4.1.
Membership Qualifications. Membership in the Association is available to persons or
firms involved in or associated with the professional pest management industry. If a pest management firm does business in a state, territory, or other region that is deemed a joint partner with the Association and desires membership in the Association, the firm is required to maintain membership in the Joint Partner Association(s) as a condition of membership. Section 4.2.
Classes of Membership. Membership in the Association shall consist of the following
classes: 4.2.1.
Voting Members. Regular Membership. Any person or pest management firm in
the United States, its territories, and Canada, which supports the purposes of the Association, shall be
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eligible for Regular Membership in the Association. Each Regular Member shall designate representatives to act as its agents in the conduct of Association affairs. Regular Members may vote for the election of At-Large, Regional and Past President Directors and the Secretary of the Association at the Annual Meeting, and shall have the authority to adopt, repeal and amend the Bylaws of the Association. Representatives of Regular Members may serve as Directors and Officers. 4.2.2.
Non-Voting Members. The following membership classes may not vote on any
matter coming before the Members. Representatives of Allied Members may serve as Directors but no representatives of any other non-voting Member shall be eligible to serve as a Director or Officer. a.
Allied Membership. Any Supplier/Vendor who supports the purposes of the Association shall be eligible for Allied Membership. Each Allied Member shall designate representatives to act as its agents in the conduct of Association affairs.
b.
International Membership. Pest management firms or federations that operate outside the United States, its territories and Canada, shall be eligible for International Membership in the Association. International pest management firms that provide service in the United States, its territories and Canada must apply for Regular Membership. Each International Member shall designate representatives to act as its agents in the conduct of Association affairs.
c.
Associate Membership. Any individual not otherwise eligible for membership in the Association who supports the purposes of the Association and (i) qualifies by reason of experience or training in biology, chemistry sanitation, or allied sciences related to the practice of pest management, (ii) is involved in programs relating to the control or management of pests, and (iii) is enrolled verifiably at least half time in an accredited institution of higher education shall be eligible
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for Associate Membership. Membership shall be in the name of the individual and not his employer or any other party. Rights and privileges of membership shall accrue to the individual Member and are not transferable. Further, any individual who is employed by a manufacturing company or a governmental agency, and who meets the Associate Member criteria, shall be eligible for Associate Membership Status. d.
Corporate Affiliate Membership. A branch office or a corporate subsidiary of a Regular Member shall be eligible for Corporate Affiliate Membership under terms and conditions as may be determined by the Board of Directors.
e.
Joint Partnership Affiliate Membership. Any international, state, regional, or metropolitan Pest Management Association shall be eligible for Joint Partnership Affiliate Organization Membership under terms and conditions as may be determined by the Board of Directors.
f.
Life Membership. The following individuals shall be eligible for Life Membership in the Association under such terms as may be determined by the Board of Directors: (i) an individual who has been the authorized representative of a Regular Member for a period of twenty (20) years or longer and has served on a committee or Board of Directors, and (ii) an individual who has served as President of the Association, upon retirement from the industry.
g.
Honorary Membership. Honorary Membership may be conferred upon individuals at such time and under such terms as may be determined by the Board.
Section 4.3.
Applications for Membership. All applicants for membership must complete and sign
the application form provided by the Association or an Affiliated State Association. APPROVED October 25, 2013
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Section 4.4.
Acceptance of Members. Business entities and persons eligible for membership under
these Bylaws shall be admitted upon written application and payment of dues. Section 4.5.
Privileges. All classes of membership shall enjoy all privileges of the Association except
where certain privileges are restricted to a specific class of Member in these Bylaws or the DGCL. Those persons or firms who are suspended, resign or are otherwise terminated from membership shall cease to enjoy all privileges of membership and may not claim any affiliation with the Association or use or submit for use the Association logo or material. Section 4.6.
Voting. Each Regular Member shall appoint and register with the Secretary of the
Association a person to be its representative in the Association who shall represent, vote and act for the Member in all of its affairs with the Association. A Regular Member who pays less than the maximum dues established from time to time by the Board is entitled to one (1) vote for the election of Directors from its Region(s) and one (1) vote for the Past President Director and Secretary, and one (1) vote to adopt, repeal or amend the Bylaws. A Regular Member who pays the maximum dues established by the Board shall have one (1) vote for Director in each Region in which it has an office and the number of votes equal to the number of Regions where it has offices to elect the At-Large Directors, Past President Director, the Secretary and to adopt, repeal or amend the Bylaws. Unless given other rights by law, all other duties and powers of the Association are reserved to the Board. Section 4.7.
Suspension for Non-Payment of Dues. Any Member whose dues are ninety (90) or
more days past due may be suspended upon vote of the Board and, in such event, all privileges of membership shall be terminated. Any Member suspended for non-payment of dues may be reinstated at any time by payment of any outstanding dues. Section 4.8.
Voluntary Termination of Membership. Any Member may resign at any time by giving
written notice of its resignation to the Secretary or President. Any resignation shall take effect at the time specified therein, or, if not specified, immediately upon its receipt by the Secretary or President. APPROVED October 25, 2013
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Section 4.9.
Involuntary Termination of Membership. 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 twothirds (2/3) vote of the Board. Failure to pay dues within ninety (90) days of notice of suspension is presumed to be adequate reason for expulsion and does not require advance notice to the Member or deliberation by the Board. Any Member proposed for expulsion for another reason 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 4.10.
Transfer of Membership. Membership in this Association is transferable or assignable
upon the sale or transfer to new owners, provided the owners continue to operate a business that qualifies for membership. Notice of such transfer shall be given to the Secretary and the Executive Director. ARTICLE V--DUES Section 5.1.
Dues. Dues and assessments shall be established by the Board.
Section 5.2.
Refunds. No dues will be refunded. ARTICLE VI-MEETINGS OF MEMBERS
Section 6.1.
Annual Meetings and Voting. The Annual Meeting of the Members of the Association
shall be held in conjunction with the Annual Convention of the Association or at such time and place as the Board may determine. The Board of Directors shall make a report to the Membership at the Annual Meeting with respect to the general state of the Association. Section 6.2.
Special Meetings. Special meetings of the Members of the Association may be held at
such time and place as determined by the Board by two-thirds vote or called if requested in writing by at least fifty percent (50%) of the Regular Members. At such special meetings, no business shall be transacted except that which shall have been specified in the notice of such meeting, unless otherwise APPROVED October 25, 2013
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specified in these Bylaws or unanimous consent is obtained from the Regular Members present to transact other business. Section 6.3.
Notice of Meetings. Notice of any regular or special meeting shall state the place, date,
and hour of such meeting, shall be delivered either personally, by mail, by email, or by other accepted means of business communication, to each Member not less than thirty (30) days before the date of such meeting. In case of a special meeting, or when required by statute, the purpose for which the meeting is called shall be stated in the notice. Section 6.4.
Quorum. At any meeting of the Members, a quorum shall consist of 100 Regular
Members. The Secretary shall be responsible for declaring a quorum before the transaction of any business. Once a quorum has been declared, it shall remain a quorum for the duration of the meeting for the day the quorum is declared. If a quorum is not present at any meeting of Members, a majority of Regular Members present may adjourn the meeting until a quorum is present. Section 6.5.
Voting. At any meeting of the Members of the Association, voting shall be in person or
by proxy, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Except in instances in which a meeting is required by law, the Board may authorize a vote by the Regular Members by written secret ballot or other accepted means of electronic transmission, provided that any such electronic submission must either set forth or be submitted with information from which it can be determined that the electronic submission was authorized by the Regular Member or proxy holder. Voting shall be restricted to a Regular Member in good standing which, for purposes of these Bylaws, means that the Regular Member has fulfilled its requirements of membership in the Association including, without limitation, payment of membership dues and compliance with these Bylaws and all rules, regulations and resolutions of the Association.
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ARTICLE VII-BOARD OF DIRECTORS Section 7.1.
Governing Body. The governing body of the Association is the Board of Directors, which
has authority and is responsible for the governance of the Association. The Board establishes Association policy and monitors implementation of policy by the Association’s paid staff under the direction of the Executive Vice President. Section 7.2.
Board of Directors Composition. The Board of Directors shall be composed of the
Officers, ten (10) At-Large Directors, Regional Directors (one Director from each Region),up to three (3) one (1) Allied Member Directors, up to two (2) Associate Directors, and one (1) Past President Director. Section 7.3.
Senior Advisors. Past Presidents (unless serving as an Officer or Past President Director)
shall be Senior Advisors to the Board. Section 7.4.
Regions. A Region is defined as a geographic area from which Regular Members shall
elect Regional Directors. The composition of the Regions will be reviewed by the Board no less than every five (5) years to balance the number of Regular Members in each Region as closely as possible. Canada shall always comprise its own Region. Section 7.5.
Qualification. Each member of the Board shall be an authorized representative of a
Regular Member or the representative of an Allied Member. Members which are owned, managed, or otherwise operated by a common parent corporation, firm or business entity shall be allowed only one (i) member at any one time on the Board, provided however, that Members which are franchisees or comprised of franchisees shall not be considered to be owned, managed, or otherwise operated by their franchisor for purposes of this Section 7.6. However, at no time will there be more than two (2) total representatives from any Member and/or their franchisees serving on the Board at the same time. If at any time it is determined that two (2) or more individuals serving on the Board are representatives of Members owned, managed, or otherwise operated by a common parent corporation, firm, or business entity, all but one (1) of such individuals shall resign immediately from the Board of Directors.
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Section 7.6.
Term of Office. At-Large Directors, and Regional Directors and Allied Member Directors
shall be elected annually for a term of two (2) years. During each annual election, approximately onehalf (1/2) of the At-large Directors shall be elected and one-half (1/2) of the Regional Directors shall be elected. Associate Directors, the Allied Director and the Past President Director shall serve a one (1) year term. No member of the Board who has served a full term in any position on the Board shall be eligible for re-election to that office until at least one (1) year has elapsed without the approval of the Board. Directors shall serve their terms consistent with the Association’s fiscal year. The term of the Directors who are Officers shall be commensurate with their Officer term. Section 7.7.
Nomination and Election. At-Large Directors,and Regional Directors and the Past
President Director will be nominated by a Nominating Committee and elected by majority vote of the Regular Members participating in the election process. Associate Directors and the Allied Member Directors will be nominated by the Nominating Committee and elected by a majority vote of the Board. The Director representing the Canadian Region shall be the president of the Canadian Pest Management Association and selected by that organization’s election process. Section 7.8.
Vacancies. If a vacancy occurs on the Board for any reason, the Nominating Committee
will identify up to two (2) candidates for the vacant position and present such names to the Board who shall elect one (1) of the candidates by majority vote to fill the unexpired term. The appointed individual may be eligible to serve one (1) full term in the same office immediately preceding the end of the partial term. Section 7.9.
Meetings. The Board shall hold at least three (3) meetings annually at such time and
place as it may determine; however, at least one (1) such meeting shall be held at the site of the Annual Meeting of the Membership. Directors may meet by means of telephone conference or similar communications equipment as long as all persons participating in the meeting can hear each other simultaneously, and such participation shall constitute presence at the meeting. Additional meetings of APPROVED October 25, 2013
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the Board may be called by the President and shall be called by the President upon the request of a majority of the Executive Committee or at the written request of a majority of the Board. Section 7.10.
Quorum and Voting of the Board. At any meeting of the Board, fifteen (15) Directors
shall constitute a quorum for the transaction of business. Voting rights of a member of the Board shall not be delegated to another or exercised by proxy. Action by the Board shall be by a majority of the Directors present at a meeting at which a quorum is present, except as otherwise provided in these Bylaws or unless a greater number is required by law. A minimum of twelve (12) votes shall be necessary to govern on any issue. Section 7.11.
Action by Written Consent. Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting, if all Directors consent in writing or electronic transmission to the taking of such action. Such consents shall be filed with the minutes of the proceedings of the Board. Section 7.12.
Removal. Directors may be removed from the Board if they fail to attend three
(3) consecutive meetings of the Board, or for cause, upon two-thirds vote of the other members of the Board. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination, and the Director whose status is being challenged shall be notified thereof, in writing, at least thirty (30) days prior to the date of such meeting. In addition, a person shall cease to be a Director at such time as the Regular Member with whom the Director is associated ceases to be a Member of the Association. Section 7.13.
Compensation. Directors do not receive compensation for their services but may be
reimbursed for expenses according to a reimbursement policy established by the Association. ARTICLE VIII-OFFICERS Section 8.1.
Officers. The Officers of the Association are the President, President-Elect, Secretary,
Treasurer, Immediate Past President, and the Executive Vice President.
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Section 8.2.
Duties. The duties of the Officers shall be those that usually pertain to the offices they
hold, and such other duties as may herein be prescribed or delegated by the Board. 8.2.1.
The President shall preside at all meetings of the Executive Committee, the Board, and meetings of the membership. In the absence of the President, the PresidentElect shall preside. The President shall be an ex-officio member of all committees of the Association.
8.2.2.
The President-Elect shall prepare for the office of President and have such other powers and perform such duties as from time to time may be prescribed by the Board.
8.2.3.
The Treasurer shall chair the Finance and Audit Committee and oversee all budgeting and financial affairs of the Association and report to the Board, Executive Committee and membership at each of their regular meetings.
8.2.4.
The Secretary or a person designated by the Secretary shall be responsible for the recording and distribution of all minutes of meetings of the Executive Committee, Board and membership, and declaring a quorum for the respective meetings.
8.2.5.
The Immediate Past President shall support the President and other Officers as needed.
8.2.6.
The Executive Vice President is responsible for implementing the policies and directives implemented by the Board and managing the affairs of the Association. He shall support all committees of the Association or delegate another member of the Association staff to do so. The Executive Vice President shall be responsible for the supervision of the Association staff and shall perform such duties as the Board may from time to time direct. The Executive Vice President shall work under the terms and conditions set by the Board. Two-thirds vote of all of the members of the
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Board shall be required to hire or terminate the employment of the Executive Vice President. Section 8.3.
Election and Term of Office. Officers, other than the Executive Vice President, shall
automatically ascend to the next position (i.e., Secretary shall automatically become Treasurer; Treasurer shall automatically become President Elect; and President Elect shall automatically become President) on an annual basis. The Secretary shall be elected annually by the Regular Members. Officers shall serve their term consistent with the Association’s fiscal year. Each individual elected to an Officer position shall not serve consecutive terms unless approved by the Board; except any individual who is appointed or elected to less than a six month term shall be eligible to be elected to a successive full term to that position. Section 8.4.
Qualification. In order to be nominated to serve as an Officer, an individual must have
served as a Director for at least one (1) year and be an authorized representative of a Regular Member. Section 8.5.
Resignation and Vacancies. Any Officer may resign at any time by giving written notice
of his resignation to the President. Any such resignation shall take effect at the time specified in the resignation, or if such time is not specified, immediately upon its receipt by the President. The Nominating Committee will identify up to two (2) candidates for the vacant position and present such names to the Board who shall elect one (1) of the candidates by majority vote of the members of the Board, to fill the unexpired term. Section 8.6.
Removal. An Officer may be removed from office if he or she fails to attend three
(3) consecutive regular meetings of the Board, or for cause, upon the majority vote of all the members of the Board. Such removal shall be effective at such time as the Board may determine. The notice of any Board meeting at which such action is contemplated shall contain a notice of the proposed termination, and the Officer whose status is being challenged shall be notified thereof, in writing, at least thirty (30) days prior to the date of such meeting. In addition, a person shall cease to be an Officer APPROVED October 25, 2013
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at such time as the Regular Member with whom the Officer is associated ceases to be a Member of the Association and at such time as the Officer ceases to be a representative of a Regular Member. Section 8.7.
Compensation. Officers do not receive compensation for their services but may be
reimbursed for expenses according to a reimbursement policy established by the Association. ARTICLE IX-NOMINATIONS AND ELECTIONS Section 9.1.
Process. Nominations and elections will be conducted in accordance with procedures
established by the Board. Section 9.2.
Officer Nomination and Election. The Nominating Committee shall recommend up to
two (2) candidates for the position of Secretary to the Board. The Board will review the list and if more than one candidate is recommended, the Board will select one (1) candidate to run for the position of Secretary. The name of the candidate recommended by the Board will be submitted to the Regular Members for the final vote. Section 9.3.
Past President Member of the Board Nomination and Election. Each year one Past
President, in addition to the Immediate Past President, shall be nominated by the Nominating Committee and presented to the Regular Members for election to the Past President Director Position. Section 9.4.
At-Large Directors Nomination and Election. The Nominating Committee shall annually
submit the names of at least two (2) Regular Members for each available At-Large Director position to the Board for review and ratification. Once ratified by the Board, the list of nominees will be presented to the Regular Members for election. The five (5) candidates receiving the highest number of votes shall be elected. Section 9.5.
Regional Directors Nomination and Election. The Nominating Committee shall annually
select and submit to the Board the names of at least two (2) Regular Members to serve as candidates for Regional Director for those regions that will have Director vacancies. Once reviewed and ratified by the
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Board, the list will be presented to the Regular Members in the respective Regions for election. The candidate from each Region who receives the highest number of votes shall be elected. Section 9.6.
Associate Directors Nomination and Election. The Nominating Committee shall
annually select and submit to the Board the names of at least two (2) Associate Members to serve as Associate Director. The nominations will be reviewed and ratified by the Board by June 15. Section 9.7.
Allied Member Directors Nomination and Election. The Nominating Committee shall
annually select and submit to the Board the names of up to two (2) Allied Members to serve as Allied Member Director. In addition one (1) Allied Member will be nominated by the United Producers, Formulators and Distributors (UPFDA). The nominations will be reviewed and ratified by the Board by June 15. Section 9.6.Section 9.8. Distribution of Ballots. Secret ballots for election shall be submitted to the Regular Members on a schedule adopted by the Board and may be submitted by the Board and returned by the Regular Members by mail, facsimile, electronic messaging, or other similar ballot as permitted by law. Section 9.7.Section 9.9. Ties in Voting. Ties in voting for Directors shall be resolved by majority vote of all members of the Board. Section 9.8.Section 9.10.
Write-In Candidates. Any twenty-five (25) Regular Members, not more
than ten (10) of whom are within any one Region, may nominate any qualified Regular Member as a candidate for Secretary or At-Large Director. Such nominations shall be made by filing a written petition with the Executive Vice President no later than fifteen (15) days after the names of nominated candidates are announced. The name of any Regular Members so nominated shall be included together with the names of those nominated by the Nominating Committee and ratified by the Board in the report of nominations to the membership. Any ten (10) Regular Members within a Region, not more than six (6) of whom are from any one state in the Region, may nominate any qualified candidate for a APPROVED October 25, 2013
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Regional Director position provided a written petition is filed with the Executive Vice President no later fifteen (15) days after the names of nominated candidates are announced. ARTICLE X-COMMITTEES Section 10.1.
Appointment. The President shall annually appoint chairmen 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. Section 10.2. 10.2.1.
Standing Committees. Executive Committee. An Executive Committee shall consist of the Officers of the
Association. The Executive Committee may exercise only the responsibilities and authority granted to it by the Board of Directors. The Executive Committee shall report promptly all actions taken at meetings of the Executive Committee to the Board. Four (4) members of the Executive Committee shall constitute a quorum. At any meeting of the Executive Committee, three votes shall govern. 10.2.2.
Nominating Committee. The Nominating Committee is responsible for nominating individuals to serve as Directors and Secretary. Not less than (45) days prior to the Annual Meeting, the President shall appoint members of the Committee to include up to ten (10) Regular Members, one of whom shall be the Immediate Past President and one of whom shall be another past president. At least seven (7) members shall have served on the previous year’s Nominating Committee. The Immediate Past President shall chair the Committee.
10.2.3.
Bylaws Committee. The President shall annually appoint a Bylaws Committee consisting of at least three (3) Regular Members to assist the Board and membership in the interpretation of the Bylaws, and in drafting any amendment thereto.
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10.2.4.
Finance and Audit Committee. The Finance and Audit Committee shall consist of not fewer than 6 members, of which one will be the current Secretary, and shall be chaired by the current Treasurer. The members of the Finance and Audit Committee shall serve a 4-year term and the President shall appoint the new member(s) rotating out at the annual meeting.
ARTICLE XI-AFFILIATE ORGANIZATIONS Section 11.1.
Authorization. Affiliate Organizations may be created when the Board feels they can be
effective and support the purposes of the Association or the Pest Management industry. When appropriate, such Affiliate Organizations shall be and remain completely autonomous and independent of the Association. Section 11.2.
Establishment. The Board shall be authorized to establish rules and regulations to
govern the Association's relationships with an Affiliate Organization. Section 11.3.
Termination of Affiliate Organization Status. The Board shall be authorized to
terminate Affiliate Organization status of such an organization for just cause and the President shall ensure that the Bylaws of each Affiliate Organization grant the Association such right. ARTICLE XII-RELATED ASSOCIATIONS AND JOINT STATE PARTNERS Section 12.1.
Related Associations. The Association will work with all state, regional, and local pest
management associations so long as their mission and objectives are consistent with those of the Association. Section 12.2.
Joint Partner Association. To be eligible as a Joint Partner Association, the state,
regional, or local association must formally adopt the Association’s Joint Partnership program, have Bylaws consistent with those of the National Pest Management Association, and agree not to limit its
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membership in any arbitrary manner which may be construed as a restraint of trade, unfair competition, or other practice in violation of state or federal law. Section 12.3.
Separation of Responsibility. The Association shall not be legally liable for any act or
failure to act on the part of any separately incorporated state, regional, or local association including, without limitation, any Joint Partner Association. ARTICLE XIII-MISCELLANEOUS Section 13.1.
Year. The fiscal year of the Association shall begin on the first day of July and end on
the last day of June each year. Section 13.2.
Deposits. Funds of the Association may be deposited from time to time to the credit of
the Association with such FDIC insured depositories as may be selected by the Board. Section 13.3.
Checks and Drafts. All checks, bills of exchanges and other orders for the payment of
money, promissory notes, acceptances or other evidences of indebtedness are to be signed by the President, Treasurer, Executive Vice President and/or other such Officers or employees of the Association and all in such manner as authorized by the Board. To the extent authorized by the Board, such signature or signatures may be facsimiles. Section 13.4.
Books and Records. The Association shall keep at its principal office, correct and
complete books and records of account; written minutes of the proceedings of its meetings, the original or a copy of the Bylaws as amended to date, and a record giving the names and addresses of all current Members and the class of membership held by each Member along with the date and manner of any membership that has been terminated. All books and records of the Association may be inspected by any Member, his or her agent or attorney, at any reasonable time and for any reasonable purpose, where such Member has provided a written request.
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Section 13.5.
Rules of Order. The rules contained in Robert’s Rules of Order, Newly Revised, or as it
may be amended from time to time, shall govern the Association’s meetings in all cases in which they are applicable and in which they are not inconsistent with these Bylaws or the DGCL. Section 13.6.
Execution of Contracts. The Board, except as otherwise expressly provided in these
Bylaws, may, by resolution, authorize any Officer of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances. Section 13.7.
Antitrust Compliance. It is the undeviating policy of the Association to comply strictly
with the letter and spirit of all applicable federal, state, and international trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its Officers, Directors, committees including Standing Committees, Members, or staff that violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to the Association policy. Section 13.8.
Terminology Clarification. As used in these Bylaws, the male gender includes the
female and neuter, the singular includes the plural, and vice versa; and the term “person” includes both the Association and a natural person. ARTICLE XIV-AMENDMENTS TO BYLAWS New Bylaws may be adopted, or these Bylaws may be amended or repealed, at any regular or special meeting of the Members upon the affirmative vote by two-thirds (2/3) of the number of Regular Members present, provided, however, that notice of such meeting shall state at least the substance of any proposed amendment or other action relating to the Bylaws. Amendments to recommended Bylaws changes will not be accepted during regular or special meetings.
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ARTICLE XV-INDEMNIFICATION The Association shall indemnify any and all of its Directors, Officers and any person who may have served at its request or by its election as a Director or Officer of an Affiliate Organization against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them are made parties, or a party, by reason of being or having been Directors or a Director or Officer of the Association, except in relation to matters as to which any such Director or Officer or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability. Such indemnification shall not be deemed exclusive of any other rights to which such Director(s) or Officer(s) may be entitled under any law, bylaw, agreement, vote of the Board or Regular Members, or otherwise. ARTICLE XVI-DISSOLUTION The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the Members of the Association. On dissolution of the Association, 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. ARTICLE XVII-DISPUTE RESOLUTION All disputes between and among the Association, its Members, Directors and Officers relating to the management of the Association or the application of these Bylaws shall be resolved exclusively by arbitration in Fairfax County, Virginia according to the rules of JAMS then in effect. The arbitrator may award attorneys' fees and costs to the prevailing party in any such arbitration. Adopted: October 25, 2013
APPROVED October 25, 2013
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DC 51046327.2
APPROVED October 25, 2013
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National Pest Management Association Nominating Committee Charter Proposed by the NPMA Bylaws Committee June 2014 Charge The Nominating Committee is responsible for nominating qualified individuals to serve as Directors of the Board and a Secretary to serve as an officer of the Association. Composition Not less than (45) days prior to the Annual Meeting, the President shall appoint members of the Committee to include up to ten (10) Regular Members, one of whom shall be the Immediate Past President and one of whom shall be another past president. At least seven (7) members shall have served on the previous year’s Nominating Committee. The Immediate Past President shall chair the Committee. Duties of the Nominating Committee* The Committee shall have the following responsibilities: 1) Nominate Regional Directors. Consistent with the Bylaws, the Nominating Committee shall annually select and submit to the Board the names of at least two (2) Regular Members to serve as candidates for Regional Director for those regions that will have Director vacancies. Once reviewed and ratified by the Board, the list will be presented to the Regular Members in the respective Regions for election. The candidate from each Region who receives the highest number of votes shall be elected. 2) Nominate At-‐Large Directors. Consistent with the Bylaws, the Nominating Committee shall annually submit the names of at least two (2) Regular Members for each available At-‐Large Director position to the Board for review and ratification. Once ratified by the Board, the list of nominees will be presented to the Regular Members for election. The five (5) candidates receiving the highest number of votes shall be elected. 3) Nominate Past President Director of the Board. Consistent with the Bylaws, the Nominating Committee shall nominate one Past President, in addition to the Immediate Past President, to serve on the Board. That individual’s name shall be presented to the Regular Members for election to the Past President Director Position. 4) Nominate Secretary. Consistent with the Bylaws, the Nominating Committee shall recommend up to two (2) candidates for the position of Secretary to the Board. The Board will review the list and if more than one candidate is recommended, the Board will select one (1) candidate to run for the position of Secretary. The name of the candidate recommended by the Board will be submitted to the Regular Members for the final vote. 5) Nominate Associate Directors. Each year, the Nominating Committee shall nominate a candidate to serve in each Associate Director position on the Board. The nominations will be reviewed and, if appropriate, ratified by the Board of Directors. 6) Nominate Allied Director/s.
Each year, the nominating committee shall nominate up to two (2) candidates to serve as Allied directors. The directors are as follows: one representative of a chemical manufacturer and one person who is not a manufacturer, formulator or distributor of pesticides. Additionally, the United Producers Formulators & Distributors Association (UPFDA) will nominate one of its members to serve on the Board. The nominations must be reviewed and ratified by the Board of Directors. 7) Support Vacant Positions If a vacancy occurs on the Board for any reason, the Nominating Committee will identify up to two (2) candidates for the vacant position and present such names to the Board who shall elect one (1) of the candidates by majority vote to fill the unexpired term. *Note: Most of the responsibilities for the Nominating Committee defined herein are bestowed by the Bylaws. Accordingly, no changes in responsibilities should be considered or made to this Charter unless they are assured to be in concert with the Bylaws. 8) Advise Candidates on “NPMA Spirit of Electioneering” It is the sense of the NPMA Board of Directors that campaigning for board and officer positions is inconsistent with the spirit of volunteerism and is, accordingly, discouraged. Candidates for leadership positions will be made aware of the Board’s beliefs and wishes in this regard. Timeline and Process The Nominating Committee will identify well-‐qualified candidates through a carefully planned and communicated process designed to obtain influential, knowledgeable, and representative leadership from the organization. The Committee shall use the following schedule to govern the nominating process. All dates should be considered “on or about” and used as a general guide. Dates may be modified if they fall over a weekend, due to inclement weather, or other considerations must be factored. Key Dates for Election of Regional and At-‐Large Directors, Secretary, and Past President Member of the Board • Fall – Initial planning meeting of the Committee at PestWorld • Early January – List of nominations presented to the Board for comment and ratification • January 31 – Notice of Nominees Distributed to membership, soliciting write-‐in candidates • Mid-‐February – Names of write-‐in candidates must be received 15 days after list of nominees is distributed • March 15 -‐ -‐ Official ballot distributed to voting members • April 15 – Ballots are due Key Dates for Election of Associate and Allied Directors • April 20 – Names of recommended candidates are submitted to the Board • April 30 – Ballots are due from members of the Board Key Dates for Announcement of New Directors and Commencement of Terms • May 15 – Election results are announced • July 1 – Terms for new officers and directors begin
NPMA Schedule for 2014+ July 17-‐19, 2014 Academy 2014 Westin La Paloma Resort Tucson, Arizona [For reservations call 520-‐742-‐6000, $119.00/nite] July 24-‐26, 2014 Mid-‐Atlantic/Carolinas Summer Conference Holiday Inn Sunspree Resort Wrightsville Beach, North Carolina [For reservations call 877-‐330-‐5050, $229-‐ 259.00/nite] September 9-‐10, 2014 Commercial Market Leaders Summit Crystal Gateway Marriott Arlington, VA [For reservations703-‐920-‐3230 or 800-‐228-‐9290, $209/night] October 21-‐24, 2014 PestWorld 2014 Walt Disney World Swan & Dolphin Resort Orlando, Florida [For reservations call 800-‐227-‐1500, $225.00/night]
December 3-‐5, 2014 NPMA/PLANET Lawn Care Summit Westin Tampa Harbour Island Hotel Tampa, Florida [For reservations call 800-‐937-‐8461 by Nov.9, $129/night] January 7-‐9, 2015 Global Bed Bug Summit 2015 Sheraton Denver Downtown Denver, Colorado [For reservations call 888-‐627-‐8405, $139.00/nite] January 14-‐15, 2015 Eastern Conference 2015 Hyatt Regency Newport Newport, Rhode Island [For reservations call 888-‐421-‐1442, $89/night Mention code G-‐NPMA]
January 28-‐29, 2015 Southwestern Conference 2015 Sandia Resort and Casino Albuquerque, NM [For reservations call 877-‐272-‐9199, $135/night Mention NPMA or the Southwestern Conf] February 3-‐5, 2015 Wildlife Expo 2015 Sheraton Myrtle Beach Convention Center Hotel Myrtle Beach, SC [For reservations, call 888-‐627-‐8203, $114/night Mention Wildlife Expo or Group Code #3938] February 10-‐11, 2015 Southern Conference 2015 Hilton Memphis Memphis, TN [For reservations call 901-‐684-‐6664 or 800-‐445-‐ 8667, $129/night] March 15-‐17, 2015 Legislative Day 2015 Capital Hilton Washington, DC [For reservations call 202-‐393-‐1000, $281/nite] March 19-‐21, 2015 Pest Management Canada 2015 Westin Calgary Calgary, Alberta [For reservations, call 800-‐228-‐3000 for discounted rate of $199 before Feb. 16] July 15-‐17, 2015 Academy 2015 Westin Lake Las Vegas Resort & Spa Henderson, Nevada [For reservations call 702-‐567-‐6000, $129/night] July 29-‐ August 1, 2015 Carolinas/Mid-‐Atlantic Summer Conference Hilton Myrtle Beach Resort Myrtle Beach, SC [For reservations 1-‐800-‐876-‐0010, Ocean View $226/night, or Ocean View Condo $319/$409]
October 20-‐23, 2015 PestWorld 2015 Gaylord Opryland Resort & Convention Center Nashville, Tennessee March 13-‐15, 2016 Legislative Day 2016 Capital Hilton Washington, DC [For reservations call 202-‐393-‐1000, $283/nite] October 18-‐21, 2016 PestWorld 2016 Washington Convention Center Sheraton Seattle Hotel Seattle, Washington March 12-‐14, 2017 Legislative Day 2017 Capital Hilton Washington, DC [For reservations call 202-‐393-‐1000, $289/nite] October 24-‐27, 2017 PestWorld 2017 Baltimore Convention Center Hilton Baltimore & Marriott Inner Harbor Baltimore, Maryland October 23-‐25, 2018 PestWorld 2018 Walt Disney World Swan & Dolphin Resort Orlando, Florida October 15-‐18, 2019 PestWorld 2019 San Diego Convention Center Manchester Grand Hyatt Hotel San Diego, California October 13-‐16, 2020 PestWorld 2020 Gaylord Opryland Resort & Convention Center Nashville, Tennessee
November 2-‐5, 2021 PestWorld 2021 MGM Grand Hotel Las Vegas, Nevada [For reservations call, as low as $185.00/night] October 11-‐14, 2022 PestWorld 2022 John B. Hynes Veterans Memorial Convention Center Sheraton Boston, Westin Copley Place, Boston Marriott Copley Place Boston, Massachusetts
COMMERCIAL OUTREACH UPDATE Commercial Market Leaders Summit NPMA and PPMA have been working together to expand initiatives offered to industry companies that service commercial accounts. In an effort to identify strategic goals and priorities that should be established to best support members whose businesses are heavily focused in the commercial arena, NPMA will host a Commercial Market Leaders Summit on September 9-‐10 at the Crystal Gateway Marriott in Arlington, VA. This invitation-‐ only forum will bring together approximately 40 CEOs and general managers of industry companies whose business is exclusively or heavily comprised of service to commercial markets. The program is being guided by a steering committee including Rich Ennis (Steritech), Deni Naumann (Copesan), John Myers (Rentokil), and Maarten Potjer (Ecolab). The tentative agenda for the program follows: Day One – September 9, 2014 3:00 -‐ 4:15 p.m. Welcoming Comments and Antitrust Reminder Setting the Stage: Exploring Issues and Industry Collaboration The Changing World of Food Safety – Rich Ennis A Look Ahead at Retail Certifications – Deni Naumann Architects, Engineers, and Dated Codes – John Myers Modeling Successful Collaboration for Pest Control Priorities – Maarten Potjer 4:15 -‐ 5:30 p.m. Identification of Greatest Challenges and Needs in Commercial Account Service 6:00 p.m. Cocktails and Dinner Day 2 – September 10, 2014 7:30 -‐ 8:30 a.m. Breakfast with Sponsors 8:30 -‐ 9:15 a.m. Review and Summary of Day One’s Identified Challenges and Needs 9:15 -‐ 10:30 a.m. Small Group Discussions: Food Safety Issues 10:30 -‐ 11:00 a.m. Small Group Reports to Full Group 11:00 a.m. -‐ 12:00 p.m. Small Group Discussions: Non-‐Food Topics (For now, those could include: procurement, training, public health, building design/codes – but final list to be determined based on attendee input) 12:00 -‐ 12:30 p.m. Small Group Reports to Full Group 12:30 -‐ 2:00 p.m. Working Lunch/Prioritize Identified Issues/Determine Next Steps
COMMERCIAL OUTREACH UPDATE Expanded Outreach to Food Safety Audiences and Other Commercial Market Sectors PPMA has enjoyed many successes this year in having articles placed in a variety of publications targeted toward facility managers and business leaders in various commercial market sectors. In addition, PPMA has secured the opportunity to write a monthly article for FoodSafetyTech.com (circulation: 40,000) and will organize two tracks of programming for the related food safety conference, Food Safety Consortium. Details about what will be presented at the conference follow: Pest Control in Food Service and Retail Facilities Tuesday, November 18, 9:45 a.m. -‐ 12:10 p.m. Sponsored by the National Pest Management Association Sanitation is a broad term, but one that can have a tremendous impact on the success or failure of establishments in food service and retail facilities. Consumers have an expectation that prepared food is free of contaminants and that each restaurant maintains a high standard of cleanliness – including the assurance that it is free of pests. Due to the large quantities of fresh food, the hustle and bustle of a kitchen, the equipment contained within, as well as daily deliveries of supplies, restaurants are extremely vulnerable to pest infestations. This session, presented by members of the National Pest Management Association experienced in food service accounts, will provide key takeaways to ensure session attendees are better prepared to address their pest management issues. Interior Building Design for Successful IPM in Commercial Kitchens Presented by Judy Black, Vice President of Technical Services, The Steritech Group Structures and equipment designed to be unfavorable to pests allow for easier implementation of Integrated Pest Management. Facilities that are designed to be easier to clean provide fewer opportunities for pest food and harborage. New construction, as well as remodeling projects, provides opportunities to make the facility as hostile to pests as possible. Cooperation and partnership between the client and the IPM provider can improve the prospects for decreased pesticide use and greater implementation of IPM when they work together to design pest prevention into construction. Various examples will be given as well as a “how to” on building a checklist for these types of properties. Securing IPM Buy-‐In from Both Front and Back of the House Employees Presented by Paul Curtis, B.C.E, Director, Commercial Service, Terminix International According to a recent study by the Centers for Disease Control and Prevention (CDC) that examined foodborne disease outbreaks, among those outbreaks with a known single setting where food was consumed, 48 percent occurred from food consumed in a restaurant or deli. While there are many reasons behind such outbreaks, diseases and pathogens from pest infestations are among the most common culprits. To prevent such health threats, it is essential that each employee in a food service facility take ownership of daily sanitation and pest prevention practices. If this philosophy isn’t built into the culture of employment, facilities are putting their guests – and their reputation – at risk.
This session will address what tasks should be performed regularly by food service employees in both the front of the house and the back. Special attention will be given to basic sanitation and prevention actions most commonly missed in facilities. From better inspection of incoming products, to the special pest challenges presented in facilities with heavy grease usage, to mistakes made with mops and buckets to basic sanitation errors most commonly made – lessons learned in this session will offer takeaways for immediate improvement in your business. What to Look for from your Pest Prevention Provider Presented by Dominique Sauvage, Director of Education and Food Safety, Clark Pest Control There are no tried-‐and-‐true, universal action thresholds for pest control; every location has its own thresholds based on pest pressures, food material, and the sensitivity of the location. What works for one location is not necessarily what will work for others. This session will explore what facility managers should consider in assessing and strengthening their relationship with their pest prevention provider to ensure the most successful partnership. The presenter will address frequency of service, progressive strategies, electronic documentation, variances in audit standards, steps to getting ahead in health department inspections, monitoring and trend analysis, and the importance of your provider’s recommendations on routine maintenance in pest exclusion. This session will encourage a healthy dialogue between facility managers and pest management professionals through facilitated conversation. Pest Control in Food Processing Facilities Monday, November 17, 2:00 p.m. -‐ 4:25 p.m. Sponsored by the National Pest Management Association There is no doubt that proper pest prevention and management has always been an important part of food safety, especially in food processing facilities. However, as pest problems have been traced to some recent food contamination cases, it is clear that many facilities must include more stringent pest prevention practices as part of their overall operations programs, particularly with the onset of the Food Safety Modernization Act (FSMA). As every member of the food manufacturing industry knows, FSMA is a first of its kind legislative mandate, aimed at enhancing the safety of the U.S. food supply. The legislation aims to ensure the nation’s food supply is safe by shifting the focus of federal regulators from responding to contamination to preventing it. Food facilities will be required more than ever before to evaluate their operations, implement and monitor effective measures to prevent contamination and develop an action plan that can be implemented to counter the contamination. One of the best ways facilities can comply with this new rule is to implement a rigorous pest management program. This session, presented by members of the National Pest Management Association experienced in service to food processing facilities, will provide key takeaways to ensure session attendees are better prepared to address their own pest management issues. FSMA and Pest Management Presented by Gene White, Regional Technical Director, Rentokil FDA’s FSMA (Food Safety Modernization Act) offers a preventative measure to protect animal foods from disease causing bacteria, chemicals and other components. It is the insertion of a Food Safety System Plan to enact and ensure follow-‐through of required GMP’s into the animal food and feed industry. Regulatory change means just that; a change in requirements and guidelines that necessitate companies to be conscious of and compliant. Obviously, many companies will already meet the new requirements outlined in the proposal under their own current internal standards and food safety practices. Others will need to make modifications to their programs in order to satisfy any missing components to match the new requirements. This is especially true for pest management, since some companies do not have enhanced programs that meet the requirements of the act.
Pest management protocols and record keeping will play an important role within FSMA. Although the burden of regulatory compliance will be with the manufacturer, it is the pest management industry’s charge to educate clients on how this new legislation will affect their current pest management program. Simply put, pest management professionals will need to identify what augmentations are needed in the client’s pest management program to be in compliance with FSMA and third party auditors. This presentation will summarize FSMA, the heightened record keeping required, communications with the Preventative Control Rule’s “qualified individual” and other aspects of pest management’s role in this new regulation. Effective Pest Inspections for Incoming and Stored Materials Pest management inspection efforts begin when raw products or packaged materials arrive at the facility. The presence of just a few pests in a shipment could quickly spread throughout the entire facility. In high volume operations, inspection of incoming goods is easier said than done, but understanding the biological concepts behind pest infestation cycles can aid in the development of an inspection regime that is right for the specific needs of your facility. Practical recommendations for inspection programs will be offered to help identify the critical steps in the pest inspection process that will arm food facilities with early detection programs that can have drastic impacts on the bottom line. Building Design and Remodels for Effective Pest Prevention Presented by Pat Hottel, Technical Director, McCloud Services There are many things you can do to prevent pests from taking up residence in your facility. Some of those are daily, routine actions and some are more fundamental steps that you can take to limit access by pests through design considerations. Facility managers should consider design and landscaping elements that will make their establishments attractive to the community yet unattractive to pests. This is no easy feat; yet, armed with proper information, it can be accomplished. This session will explore how to: • Choose lighting that will minimize the likelihood of flying insects coming indoors • Avoid the landscaping practices that most commonly attract rats, mice, squirrels, and insects • Design material receiving areas to minimize the likelihood of cockroach infestations • Place garbage containers and dumpsters to deter pests • Minimize pest harborage opportunities with material selection and design considerations • Select roof surfaces that will deter pigeons and other nuisance pests • Identify the right materials to endure the cleaning and processing that are required on a daily basis Designing Operative Pheromone Monitoring and Control Programs Presented by Jeff Weier, Technical Director, Sprague Pest Solutions Pheromones are chemical factors that cause a response in members of the same species. Some insects use pheromones to help nest mates find food; others use pheromones to warn cohorts of danger, locate suitable aggregations sites, or find a mate. The use of pheromones for integrated pest management programs is rooted in biological processes that can be harnessed to trap and control the target pest. This session will explore: • Biological concepts of pheromones and insect responses to them • The types of pheromones available and the pests that are affected by them • The uses, proper placement, and how to interpret the results of a pheromone trapping program • Recent developments using pheromones to control stored product moths by mating disruption
NPMA and PPMA have worked in unison to manage issues associated with pollinator health from various fronts including public policy, industry stewardship, and consumer education. A summary of initiatives and actions undertaken is included below: PUBLIC POLICY: Working with Regulators to Meet Industry Stewardship Challenges o o o
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Have met several times with senior EPA officials to provide information on the importance of controlling pest bees in structural settings. Provided EPA and SFIREG/ASPCRO with suggestions for label improvements to protect bees during professional applications. Working with regulatory community to clarify protective bee language to facilitate communication to professional applicators to ensure understanding and implementation of new restrictions. Have met with numerous stakeholder groups including Crop Life America and the Responsible Industry for a Sound Environment (RISE). Made pollinator protection awareness one of the pest management industry’s 2014 Legislative Day issues to discuss with Members of Congress; including asking Members to join the Pollinator Protection Caucus.
STEWARDSHIP: Raising Awareness & Educating Pest Management Professionals About Bees o
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March/April 2014 issue of PestWorld Magazine included a regulatory update to raise awareness and educate NPMA members about pollinator concerns. This update included a Q&A section to help get applicators ready to implement recent bee protective changes to neonicotinoid insecticide labels. Stewardship and outreach emails have been sent to pest management professionals asking all applicators to be aware of beneficial bees and employee bee stewardship habits during treatments, no matter the type of application being made. Bee awareness is a main feature of the convention programming at PestWorld 2014 – Educational programming will stress avoidance of inadvertent exposure to honey bees and alternative management practices. Bee stewardship has been, and will continue to be, a main feature of all educational talking points for NPMA staff at regional and state pest management association meetings. NPMA’s government affairs committee, technical committee and scientific advisory group are cooperating to formulate an industry plan for addressing bee stewardship.
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NPMA is highlighting the efforts of a member company honey bee collection and relocation program for structure infesting honey bees and swarms.
CONSUMER EDUCATION: Supporting Community Awareness and Education of Bee Concerns o Launched www.pollinatorhealth.org, a site to learn about pollinators, the difference between good bees and bad stingers such as hornets and wasps, and how you can help honey bees thrive while keeping your family safe. o Developed customizable materials for members to use in educating their customers about bees and other stinging insects. o Disseminated industry statement on pollinator health and talking points to members for use in discussions with customers and within their communities. o Joined and provided monetary support to the Pollinator Protection Partnership. o Planning to encourage PMPs to become bee keepers to raise familiarity and awareness of the importance of bees. o Retained bee expert Dr. Rick Fell to serve as the spokesperson and consultant on technical issues related to pollinators.
MEMORANDUM TO: NPMA Board of Directors FROM: Janay Rickwalder, Vice President, Membership, Marketing & Communications RE: AMS Vendor Recommendation This memorandum outlines NPMA staff’s process and recommendations relating to the selection of a vendor that will develop NPMA’s association management system (AMS). Vendor Selection Process After participating in the 2013 ASAE Technology Forum, receiving recommendations from colleagues in the association arena, and speaking with two database consultants who specialize in association management systems, NPMA staff identified three prospective AMS vendors: iMIS, ACGI – Associations Anywhere, and Aptify. Interviews were held with each of these companies, during which the vendors demoed their system platforms. Following these meetings NPMA staff provided a requirements document and copies of our existing database. Each company was requested to review the database copy and provide a follow up demo using NPMA’s data. iMIS – ISG Solutions (Reseller) During the demonstration of iMIS using NPMA’s data, ISG Solutions provided an overview of their company and an overview of their system, focusing on a general overview of the membership functionality. The NPMA team was uncomfortable with both ISG’s lack of concern of the complicated nature of NPMA’s processes and their assurances that iMIS was a robust system could manage anything that came at it. Staff approached the ISG team with their concerns and offered further detail to assist them in the proposal process. The ISG Solutions team determined they had spent enough time and resources on the process and removed themselves from consideration. ACGI – Associations Anywhere ACGI visited the NPMA offices twice to provide detailed overviews of the membership, accounting and events modules. During these demos, NPMA staff were asked substantial questions regarding existing processes and current challenges. Aptify During this review process, the Aptify team requested staff complete a series of documents detailing staff’s existing processes and challenges. Upon completion of these documents, the Aptify team spent two days at NPMA’s headquarters to meet with NPMA staff and address any questions that arose from the staff responses to the documents. The Aptify team produced a functional requirements document for review to ensure they had captured all of the necessary details and returned to the office to spend a day demoing relevant sections of the AMS to each department.
Proposals Both Aptify and ACGI provided written proposals detailing the system features. ACGI ACGI’s Association Anywhere is a Software as a Solution (SaaS) product, meaning it charges a monthly fee for each user license and the software is housed in the cloud. I have outlined the features of the Associations Anywhere AMS in the attached file. Aptify Aptify provided two options in its proposal – one in which NPMA purchases the product and the other in which NPMA utilized Aptify’s SaaS product. I have outlined the features of the Aptify AMS in the attached file. Details for Consideration In addition to the system features, flexibility, and scalability, there were several details that staff considered as they evaluated the proposals. The first was related to the current existing fees that would expire once the new AMS is launched. This consideration comes with the caveat that during 2014/2015 there will be some overlap of costs. These expiring recurring fees are outlined in the attached files. Additionally, staff considered opportunities that each AMS could present. Such opportunities include CEU tracking, partitioned databases for state associations, and the ability to collect dues online for each state. Several of these considerations could become revenue-‐generating opportunities. Finally, staff considered the financial implications of each proposal both in the immediate future and over time. Recommendation Based on the above and the attached, the NPMA staff would like to select Aptify’s SaaS as its AMS and negotiate a few items with them during the formal engagement process. These items would include finalizing the implementation fee schedule based upon the successful achievement of key milestones, reducing the number of user licenses required, and reducing the modules purchased in the first year, with the knowledge that additional modules may be added in subsequent budget cycles.
Expense Report PURPOSE:
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