Oregon Pest Control Assocation

The name of the Corporation shall be The Pest Control Operators of Oregon, Incorporated; hereinafter referred to as "the corporation" and shall do business as The Oregon Pest Control Association.

(a) To unite any and all individuals, firms, corporations, and any other associations of persons using insecticides, fumigants, or allied chemicals for the purpose of eliminating, controlling, exterminating, or preventing infestation of any vermin, rodents, parasites, termites, fungi, insects and all other pests which may be found in the State of Oregon.

(b) To foster the business or profession of said individuals, to reform abuses thereof, and to secure freedom from unjust and unlawful actions.

(c) To produce uniformity and certainty in the commercial pursuit of business, to equitably and fairly aid the settlement of differences among members of the organization, and create a greater spirit of mutual cooperation and friendship among members.

(d) To foster the educational and business relations of the members, to broaden their interests in the pursuit of their profession, and to continually strive to improve the standards of the industry as a whole.

(f) To continuously improve relations between the consuming public, the industry as a whole, and members.

(g) To enter into contracts with any person, firm, association or corporation or other entity in regard to and in the furtherance of the purposes aforesaid.

Section 2. Powers: In furtherance of these purposes, but not in limitation thereof, the Corporation will use the full legal and technical resources available to it:

(a) To develop and communicate scientific, medical and economic information on specific pesticide situations;

(b) To provide interpretations and monitor legislative and regulatory agencies to insure that pesticide laws and regulations are equitably applied;

(c) To support educational programs and efforts which pursue scientific, medical and economic facts on pesticide development, regulation, use and application which will foster an accurate understanding of pesticide risks and benefits;

(e) To increase transparency with regard to the industry and members so that trust and confidence is fostered and maintained between the members and the consuming public.

(f) To have an exercise all powers necessary or convenient to effect any of, or all the purposes for which the Corporation is organized, consistent with the provisions of the Oregon Revised Statutes.

Section 1. Membership in the organization shall be of the following classes:

(1) Any firm licensed under the State of Oregon to perform pest control inspection, application and/or corrective/repair services directly for consumers as an IIHS Operator, or as a wildlife control operator (WCO) permitted by the State of Oregon, is eligible to one Active Membership. Active Membership shall be a joint membership with the National Pest Management Association and Oregonians for Food & Shelter. There shall not be more than one (1) Active Membership per firm. In the case of wholly owned subsidiaries, there shall be only one (1) Active Membership per parent organization.

(2) Designated Representative of Active Member: Each Active member shall designate one (1) individual to represent it for a period of one (1) membership year. The individual representatives must be licensed as either a pesticide operator or applicator by the State of Oregon and shall be a full time employee of the member firm. In no case may one (1) individual represent more than one Active Member.

An optional "Alternate Representative" may also be registered with the Corporation to represent the Active Member firm in the absence of the Designated Representative for the purpose of voting at Corporation meetings only. Registration of an Alternate Representative must meet the same criteria as the Designated Representative with the exception of being licensed.

A firm may change its Designated and / or Alternate Representative by giving 30 days written notice to the Secretary / Treasurer and by acceptance of the Board of Directors, except as otherwise allowed herein.

Any firm licensed under the State of Oregon to perform pest control inspection, application and/or corrective/repair services directly for consumers as a licensed IIHS Operator, or as a wildlife control operator (WCO) permitted by the State of Oregon and is otherwise eligible to Active Membership, but does not choose to be an Active Member, is eligible for Limited Membership. Limited Membership shall include joint membership with Oregonians for Food & Shelter but shall not include joint membership with the National Pest Management Association.

(3) Publication of Applicants: The name of the firm and declared individual representative applying for an Active or Limited Membership shall be published to the membership (30) thirty days prior to the acceptance of any applicant by the Board of Directors at the next scheduled board meeting. Any member wishing to provide information relative to the acceptance of an Active Membership must do so in writing to the Corporation office within (15) fifteen days from the receipt of such publication.

(4) Application Form for Active or LimitedMembership: An application for Active or LimitedMembership may only be received on a written application form provided by the Corporation which shall contain a complete copy of the Code of Ethics and an authorized signature of the applicant pledging compliance with it and any grievance and arbitration plan which may be adopted by the Corporation as a condition of acceptance.

(5) Acceptance into Active or LimitedMembership: A firm shall become an Active or LimitedMember after meeting the required qualifications for Active or Limited Membership listed above, and upon payment of one (1) year's annual dues in advance, completion of the application in full, completion of applicant publication as per (4) above, and an affirmative vote of the Board of Directors.

Any person, firm, corporation or other organization who is ineligible to Active, Limited or HonoraryMembership or any other person interested in the welfare of the pest control industry and who is otherwise ineligible for Active, Limited or Honorary Membership is eligible for Associate Membership. A person or firm shall become an Associate Member upon payment of one (1) year's annual dues in advance and completion of an application form provided by the corporation.

Honorary Members may be elected at any Annual Meeting by a two-thirds (2/3) majority vote of those present and voting.

Section 2. Termination or Rejection of Membership: Membership may be terminated or rejected upon the occurrence of one or more of the following:
(a) By death of a member.

(c) When a member's annual dues have not been paid as of the first day of the fourth month of the membership year for which dues are assessed.

(d) For attendance of less than one (1) Corporation meeting per year. This meeting may be excused by the Board of Directors when the request is submitted in writing prior to said meeting. Re-application for membership may be entertained by the Board of Directors after one year from the date of termination of membership for non-attendance and will be considered as a new member. Limited, Associate and Honorary members are excused from the above attendance requirement.

(e) At the discretion of the Board of Directors upon the recommendation of the Grievance Committee, for failure by the member to resolve any open and /or active Consumer Complaint on record with the Oregon Department of Justice within ninety (90) cays from the date of written notification to the member from the Grievance Committee.

(f) At the discretion of the Board of Directors upon the recommendation of the Grievance Committee in accordance with Article V of these by-laws for:

(2) Failure to comply with any grievance or arbitration plan currently in effect.

(3) Failure to comply with the judgment orders of any grievance or arbitration hearing.

(4) Activity detrimental to the interests of the public or the welfare of the Corporation.

(8) Operating without a valid Oregon State Pesticide Applicator's and/or Operator's license and/or Construction Contractor Board Registration as required by law.

(10) Conviction of a felony by a legal court convened under the laws of the State of Oregon and/or the United States of America.

(11) Revocation or Oregon State Pesticide Applicator's or Operator's license and/or Construction Contractors Board Registration as required by law.

Section 3. Membership Year: The membership year shall be July 1, of each calendar year until June 30, of the following calendar year.

ARTICLE IV: MEMBERS' RIGHTS

Section 1. Voting:

(a) Each Active Member shall be entitled to one (1) vote.

(b) Only the Designated Representative or his/her registered alternate may vote on behalf of an Active Member. Proxy votes shall not be allowed.

Section 2. Corporation Logo: Only members in good standing, shall be entitled to use and advertise with the Corporation Logo.

Section 3. Attendance at Functions: All members in good standing shall have the right to attend all regular meetings, functions, conferences, educational seminars and social events of the Corporation.

Section 4. Cooperative Programs: All members in good standing shall have the right to participate in any cooperative programs which may be developed for the benefit of the Corporation, except that joint membership with the National Pest Management Association shall be limited to Active Members only.

Section 5. Committees and Officers: All Designated Representatives and employees of Active and Limited Members, and all Associate and Honorary Members in good standing shall be eligible to serve on committees. Only the Designated Representative of Active Member firms may hold office or serve on the Nominating Committee or chair committees except as otherwise permitted in these bylaws.

Section 6. Copyrighted Materials:Only members in good standing may use copyrighted materials of the corporation except as permitted by majority vote of the Active Members at any duly constituted membership meeting at which a quorum was present.

Section 7. Rights & Privileges of Joint Membership: Only Active Members in good standing will be eligible for any rights and privileges of National Pest Management Association membership which includes the use and display of the logo of the National Pest Management Association; or any other rights and privileges of National that includes, but is not limited to: services, purchases of publications, forms, training programs, etc. at member rates.

ARTICLE V: GRIEVANCE AND DISCIPLINARY ACTION

Section 1. General: The conduct of all classes of members of this Corporation shall be expected, at all times, to be in accordance with the provisions of the Code of Ethics, these Bylaws and the policies adopted by the Corporation.

Section 2. Initiation of Complaints: A complaint against any member of the Corporation by a customer or another member may be filed informally with the 1st Vice President. The complaint shall be in writing and be required only to set forth the facts of the complaint in general terms for the following informal method of dealing with complaints.

Section 3. Investigation and Resolving of Complaints: When a complaint is received by the 1st Vice President from any source, it shall be investigated immediately. If the 1st Vice President resolves the complaint to the satisfaction of both the member and the complainant, and the resolution is not subject to a confidentiality agreement reached between the member and the complainant, then such information concerning the complaint and how it was resolved shall be subject to disclosure to the consuming public upon inquiry. The 1st Vice President or his/her designee shall only disclose the following information concerning the complaint and resolution, and such disclosure shall not be made if the member is no longer a member of the corporation:

Date of the complaint;
Identity of the member complained of;
Brief description of the complained of conduct;
That the member and the complainant resolved the matter to their mutual satisfaction.

If the complaint appears to be valid, the 1st Vice President shall attempt, as soon as possible, to resolve the complaint.

Section 4. Unreasonable and/or Trivial Complaints; Presidential Appointment of the Grievance Committee:
(a) In the event the 1st Vice President is unable to resolve the complaint, he/she shall report his/her findings to the President in writing. If the President determines that the complaint is improper on the grounds of triviality, then the complaint shall not be subject to disclosure to the public except upon service of subpoena or other court order. The President shall have the power to determine that the complaint shall be improper on the grounds of triviality.

(b) If the President determines that the complaint is of sufficient gravity to warrant disciplinary action, he / she will appoint a Grievance Committee to conduct a hearing on the subject.

(c) The Grievance Committee shall be composed of the 2nd Vice President and at least two (2) Designated Representatives of Active Members in good standing, whose businesses shall, as much as possible, be sufficiently remote from the accused to insure against a possible ultimate judgment by a direct competitor.

(d) The 2nd Vice President shall chair the Grievance Committee unless he / she voluntarily relinquishes the chair to an appointed member of the Grievance Committee or unless he / she is removed from the chair by the unanimous vote of the remaining committee members present.

Section 5. Grievance Committee Hearing:

(a) Written notice of the hearing will be given by certified mail at least fifteen (15) days prior thereto.

(b) Unless the Grievance Committee decides otherwise, the hearing shall be held in the home city of the accused. The hearing shall be informal and the Grievance Committee shall have the sole power to determine the character of the evidence to be heard and the manner of its presentation. In no event shall the accused be denied the right to be heard if its representative and its witnesses, if any, are present at the time and place of the hearing.

Section 6. Judgments of the Grievance Committee: After a hearing based on a complaint, whether or not the accused member is represented at the hearing, the Grievance Committee may, by a majority vote, make any one of the following determinations:

(a) That the complaint is totally unfounded, in which case the complaint may be dismissed. In such an instance, the complaint shall not be subject to disclosure to the public except upon service of subpoena or other court order.

(b) That the complaint is sustained in part, in which case the Grievance Committee may order the accused to correct the sustained part of the complaint or suffer such disciplinary action as the Grievance Committee may determine.

(c) That the complaint is wholly sustained by the evidence and by the reasonable deductions and inferences drawn from the evidence, in which case the Committee may determine the punishment of the accused.

(1) Punishment may be any of the following:

(aa) a simple letter of warning to be kept in the convicted members file;

(bb) or an official reprimand of the accused (published to all members);

(cc) or an official reprimand published to all members plus suspension from all rights of membership [not to exceed six (6) months];

(dd) or an official reprimand, published to all members plus permanent expulsion from the Corporation.

(2) If the judgment of the Grievance Committee is a letter of warning or official reprimand or suspension, it shall be accompanied by an order directing the accused to cease and desist from that conduct which was found to be in violation of the Code of Ethics or policies of the Corporation.

(3) Judgment of the Grievance Committee may also include, when appropriate, an order of reasonable restitution to a wronged party. Such restitution may include reimbursement for expenses incurred, partial or full refunds of monies paid to the accused, and/or the completion of pest control services at no charge or a reduced charged.

(4) If any order of the Grievance Committee is not obeyed within the time frame established by the order, such disobedience shall constitute a separate offense which shall be cause for the reconvening of the grievance committee for such action as shall be necessary and proper under the circumstances.

Section 7. Hearing Report: After the hearing, the Grievance Committee shall produce a "Hearing Report" and transmit same to the 1st Vice-President as soon as practical. It shall then be the duty of the 1st Vice-President to report the findings to the membership.

Section 8. Appeals: In the event the accused member wishes to appeal the decision of the Grievance Committee, the accused firm shall have the right to petition the Board of Directors for a review. If a review is granted, according to such rules that the Board themselves may determine. The Board of Directors may sustain, reverse or modify the decision of the Grievance Committee.

Section 9. Disclosure of Grievance Committee Findings, Official Reprimands, and Hearing Reports:

(a) With regard to the findings of the Grievance Committee that a complaint is sustained in whole or in part, then the following information shall be subject to disclosure to the consuming public regarding current members:

Date of the complaint;
Identity of the member complained of;
Brief description of the complained conduct;
Ultimate action taken against the member or manner in which complaint was ultimately resolved.

(b) If the 1st Vice President, his/her designee, or other OPCA officer or director is aware that the inquiry is being made by an attorney, agent acting on behalf of an attorney, an investigator of any kind, or is otherwise aware that the disclosure is likely to be used in a court proceeding against a current member, then any disclosure made as provided for in this section shall be made only upon written request.

Section 10. Hearing Costs, Expulsion Cost: The Grievance Committee, upon a finding of guilt against the accused, shall have the right to determine reasonable costs of the hearing to the Corporation, and may require the accused to pay such costs in connection with any other punishment or order of restitution that may be ordered. In case of such determination of costs in connection with an order of expulsion, the payment thereof shall constitute a condition precedent to any reinstatement of membership to the corporation.

Section 11. Reinstatement of Membership: In the event a member is expelled, a petition for reinstatement shall not be entertained by the 1st Vice-President until a full year has lapsed from the date of the final order of expulsion, and if reinstatement is permitted, it shall be under such terms and conditions as the Board of
Directors shall see fit, but not inconsistent with Section 9, above.

ARTICLE VI: DUES

1. Schedule of Support:

(a) The annual dues for Active Members shall include Oregon Pest Control Association dues determined by a majority vote of the membership at a duly constituted meeting, National Pest Control Association dues determined by agreement with the National Pest Control Association and Oregonians for Food & Shelter dues by agreement with Oregonians for Food & Shelter.

(b) The annual dues for Limited and Associate Membership dues shall include Oregon Pest Control Association dues to be determined by a majority vote of the membership at a duly constituted meeting and Oregonians for Food & Shelter dues by agreement with Oregonians for Food & Shelter.

Section 2. Dues Payable: Annual dues shall become due on the first day of each membership year.

Section 3. Processing Fee: A new member processing fee, not to exceed 20% of the corporation annual dues (excludes portion of dues payable to the National Pest Control Association) shall be assessed to all new Active and Limited members during the first year of membership. The processing fee will be determined by a majority vote of the Board of Directors.

Section 4. Membership dues for new members shall be prorated to the nearest full quarter of the membership year.

ARTICLE VII: CORPORATION OFFICE AND MEETINGS

Section 1. The principal place of business of the Corporation shall be the business address of the Secretary/Treasurer.

Section 2. Regular Meetings: Regular meetings shall be held at a location designated by the Board of Directors, at the option of the Board but not less than four (4) per year.

Section 3. Annual Meeting: An annual meeting shall be held during or within 30 days of the last quarter of the membership year, at which new officers shall be elected.

Section 4. Special Meetings: Special meetings of the membership may be called for any purpose or purposes by the Board of Directors. A special meeting may also be called by the President upon the written request of one-third (1/3) of the membership.

Section 5. Notice: Notice of all meetings shall be mailed to the membership at least 15 calendar days prior to each meeting.

Section 6. Quorum: At any regular or annual meeting of the Corporation, one-third (1/3) of the
Active Members in good standing shall constitute a quorum. In the event that there should be less than one-third (1/3) present, the Presiding Officer may adjourn the meeting until such time as a quorum is present.

Section 7. Rules of Order: The order of business as established by the Board of Directors may be altered or suspended at any meeting by a majority vote of the Active Members present in good standing. The usual parliamentary rules in "Robert's Rules of Order" shall govern all deliberations, when not in conflict with these Bylaws.

ARTICLE VIII: BOARD OF DIRECTORS

Section 1. Board of Directors: The Board of Directors shall consist of the officers of the corporation.

Section 2. Powers and Duties: The Board of Directors shall manage the affairs, property and funds of the Corporation. No director, officer, or member, or any agent of any such person, shall authorize or allow any Corporation funds to be expended for purpose other than as set forth in the Articles of Incorporation and no funds shall be expended for the support or opposition of any candidate for public office or to support or oppose any political party organization. The Board of Directors shall approve or reject budgets as presented by Committee Chairmen from time to time.

The Board of Directors may establish a scholarship program for the purpose of funding educational opportunities for the recipient.

A scholarship committee will be established to develop the program parameters, procedures, and funding mechanism for the scholarship(s). The Chairman will submit the request to the Board of Directors for final approval.

Section 3. Meetings: Except that the Board shall have a regular meeting at the time and place of the annual meeting, the Board shall meet upon call of the President. The Board may also be called to meet upon demand of a majority of its members, at such time and place as it may designate.

Section 4. Quorum: Four (4) members of the Board shall constitute a quorum to transact business of the Corporation at any meeting of the Board of Directors. Any less number may adjourn from time to time until a quorum is present.

Section 5. Voting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Meetings may be held by conference call or other electronic device.

Section 1. General: The Officers of the Corporation shall be a President, President-Elect, First Vice-President, Second Vice-President and a Secretary / Treasurer, Past-President and three to five (3-5) Members-at-large, all of whom shall be and remain members of the Board of Directors during their term of office.

(a) President: The President shall be the principal elective officer of the Corporation. He / she shall serve as Chairman of the Board of Directors. He / she shall perform such duties as are necessarily incident to the office of President or as prescribed by the Board of Directors and shall be first signatory on all checks issued by the Corporation. The President shall assume the office of Past-President for the membership year immediately following the expiration of his / her term as President.

(b) First Vice-President: The First Vice-President may be delegated by the President to perform his / her duties, in the event of his / her temporary disability or absence from meetings, and shall have such other duties as specified in Article V of these Bylaws and as the President or the Board may assign.

(c) Second Vice-President: The second Vice-President shall assume all duties of the First-Vice President during his/her absence, or at any other time as directed by the President. He / she shall perform those duties as specified in Article V of these By-laws.

(d) Secretary / Treasurer: The Secretary / Treasurer shall perform all of the administrative and bookkeeping duties of the Corporation including but not limited to:

(2) seeing that all notices are duly given in accordance with provisions of these bylaws;

(4) reporting the financial condition of the Corporation at all meetings of the Board of Directors and at other times when called upon by the President;

(e) President-Elect: The President-Elect shall serve as a member of the Board of Directors and will carry out such other duties as may be assigned by the President.

(f) Past-President: The Past-President shall serve as a member of the Board of Directors and will carry out such other duties as may be assigned by the President.

(g) Members -at-large: The Members-at-large shall be an appointed office of the Corporation and shall serve on the board of directors during his/her term of office. The Members-at-large shall be the parliamentarians for the Corporation, whose duties shall be to maintain order in accordance with Robert's Rules of Order and to assure that the corporation functions and operates in accordance with the Articles of Incorporation and these by-laws.

Section 3. Election of Officers, Terms of Office:
(a) Election of the office of President-Elect, First Vice-President, Second Vice-President and Secretary / Treasurer shall take place at the Annual Meeting of the Corporation.
(b) Elected Officers shall assume their duties immediately upon the first day of the membership year for which term the officers were elected.

(d) A nominating committee of three (3) Designated Representatives of Active Members shall be appointed by the President at the regular meeting prior to the annual meeting in which elections are to be held for the purpose of submitting names to the membership for the election of officers.

Section 4. Any two (2) or more offices may be held by the same person except the offices of President and Secretary/Treasurer.

Section 5. The office of President and Secretary / Treasurer may not be held by members of the same firm, or by persons in the same family at the same time. "Family" as defined herein shall mean husband and wife, parents and children, brothers and sisters, brothers-in-law and sisters-in-law.

(a) Any vacancy of any office with the exception of President-Elect and Past-President shall be filled by a vote of the Board of Directors. The newly appointed Officers shall serve the remaining portion of the term of office vacated.

(b) The Board of Directors shall nominate one or more candidates to fill a vacancy in the office of President-Elect. A vacancy in the office of President-Elect shall be filled from the slate of nominees provided by the Board of Directors by a majority vote of the general membership at the next duly constituted general meeting at which a quorum is present. Nominations to fill a vacancy in the office of President-Elect may also be received from the general membership at the time of the election.

Section 7. Only the Designated Representative of Active Members in good standing are eligible to the elective offices provided in the Constitution and Bylaws, with the exception of the Secretary / Treasurer. The office of the Secretary / Treasurer may be filled by any person in any membership category. The Secretary / Treasurer will automatically become an Associate Member by virtue of his / her election to office if he/she is not already a member. The Secretary / Treasurer will not vote in matters pertaining to the general membership unless he/she is the Designated Representative of an Active Member in good standing, but will have a vote on the Board of Directors regardless of status.

(a) The President shall appoint such Committees as may be required. There shall be no less than two (2) persons on any given committee. All Committee meetings shall be open. However, only the committee members shall have a vote on any committee. The committee chairman may limit the participation of any non-committee members at any open committee meeting.

(b) A Professional Standards and Ethics Committee shall be a permanent standing committee of the Corporation. This committee shall have the responsibility to determine recommended and acceptable procedures and business practices in the State of Oregon relative to the operation of a pest control business by Members.

In any instance where the Professional Standards & Ethics Committee proposes guidelines
for future use by the pest control industry, such guidelines must be approved by a two-thirds (2/3) vote at any regular meeting at which a quorum was present.

This Constitution and Bylaws, and such Constitution and Bylaws as may hereafter be adopted, may be amended, repealed, or altered in whole or in part by a two-thirds (2/3) vote of any regularly scheduled meeting of the Corporation at which a quorum was present, provided the proposed changes are submitted by first class mail to the last recorded address of each Active Member at least fifteen (15) days before the date of the meeting at which the changes are to be considered.

Adopted December 3, 1988 Amended June 2, 1990 Amended June 20,1992 Amended June 18,1994 Amended April 15, 1996 Amended June 8, 1996 Amended June 7, 1997 Amended September 1, 1998
Amended June 9, 2001
Amended September 23, 2002
Amended June 7, 2003 Amended March 4, 2005
Amended September 23, 2006