GPCA Constitution & Bylaws

ARTICLE I – NAME

The name of the organization shall be GEORGIA PEST CONTROL ASSOCIATION, INC., hereinafter referred to as the Association.  The fiscal year of this Association shall be July 1st through June 30th, beginning July 1, 1993.

ARTICLE II – PURPOSE

The objectives of the Association are:

A) To promote the general standards and ethics of the pest control industry;

B) To foster research and diffusion of knowledge of the industry among its membership;

C) To cooperate with the National Pest Management Association and with governmental and education authorities for the good of the community and the industry.

ARTICLE III – MEMBERSHIP AND DUES

A) ACTIVE MEMBERSHIP: Any business establishment licensed under the Structural Pest Control Act of 1955, as amended, of the State of Georgia whether individual, partnership, firm or corporation or branch office thereof maintained in the State of Georgia for the purpose of rendering pest control service in the State of Georgia in accord with the purposes of the Association, whose business record is consistent with the Code of Ethics contained herein and whose licensees (business) shall have been engaged in the pest control industry at least one year shall be eligible for active membership except that the total number of votes shall not exceed four (4) for any one organization including its affiliates where membership is vested in the name of the firm rather than an individual.  Exercise of rights and privileges shall be by an individual designated in writing by such firm.

B) LIMITED/INDIVIDUAL MEMBERSHIP: Any establishment not fully conforming to the qualifications for active membership may be considered for limited membership.  Approval for limited membership bestows all privileges of the association except:

  1. Reference to membership in advertising is not permitted;
  2. the official seal of the Association shall not be displayed nor its slogan employed;
  3. shall not be entitled to vote or hold elective office except in the case of an individual starting a new company who had previously had five years active experience in the association.

Limited/Individual membership shall automatically become active membership upon attaining all the qualifications thereof.  The fee is to be set by the Board.

C) RETIREE MEMBERSHIP: Limited/Individual membership for retirees who were a GPCA member, employee or principal for at least 10 years. Retirees eligible for limited/individual membership would receive all benefits of GPCA except voting rights and other stipulations listed above in the limited membership details.  The fee is to be set by the Board.

D) ALLIED MEMBERSHIP: Any person or firm not engaged in pest control service work, but which manufactures or supplies materials or equipment to the pest control industry or provides related professional services shall be eligible for Allied membership.  Allied membership shall enjoy all the privileges of the Association.  An Allied member may hold the elective office of Allied Director which would allow that individual to have voting rights on the Board. The Allied Director is elected by the Allied Membership.

E) HALL OF FAME MEMBERSHIP: Hall of Fame membership may be conferred upon any person who has rendered such service to the pest control industry which entitles him to special recognition.  Hall of Fame membership shall have no voting power and shall not be required to pay dues or assessments.  Not more than two hall of fame members shall be elected in one year.

F) AFFILIATE MEMBERSHIP: In cases where an establishment holding active membership consists of more than one principal, such establishment may apply for affiliate membership in behalf of its principals.  Affiliate membership bestows all the privileges of the Association other than voting.

G) APPROVAL FOR MEMBERSHIP: All applications for membership must be made in writing on forms provided by the Association or electronically on the GPCA website with an electronic signature to be considered for approval.  Quarterly, semi-annual or annual dues must accompany an application for membership and shall be considered payment to the end of the period following approval for membership.

Region Directors shall be authorized to approve membership for applicants for active, limited, allied, and affiliate membership from their respective regions.  Membership applications which are not approved by the region director shall be submitted to the Executive Board or Board of Directors (as needed) for their approval or denial.  Applications for reinstatement of membership which was terminated for cause rather than non-payment of dues must have the approval of the Executive Board or Board of Directors.

In the event that membership in the Association is denied to an applicant, a refund from the Association shall be sent by registered or certified mail to the address on the application.

Election to Hall of Fame Membership shall be by unanimous recommendation of the Executive Board and a three-fourths (3/4) vote of the Public Relations Committee members who are present during the recommendation discussions.  Nominations for Hall of Fame Membership must be submitted in writing to the Association office according to the published guidelines that year.

H) DUES AND ASSESSMENTS: Effective January 1, 1987, the Board of Directors shall have the authority to increase or decrease the dues.

Any member whose dues are unpaid by August 1st will be suspended and may only be reinstated by paying the current year’s dues, plus 30% of the dues as a late fee.  Members suspended for at least one year can be reinstated by paying the current year’s dues, plus a $25.00 reinstatement fee.

Any applicant for membership to the Association joining the Association between January 1 and May 30 of the current year shall be charged a pro-rated share of the membership dues equal to half.  Any applicant joining after June 1st may do so upon payment of the dues for the ensuing year.

Special assessments may be levied for the designated purposes by a three-fourths (3/4) vote of the members present at any regular or special meeting.  Notice of any proposed special assessment and the time and place designated for discussion of such assessment must be given to all members not later than ten (10) days prior to any regular or special meeting of the Association.

Special assessments also may be levied by a favorable vote of three-fourths (3/4) of the Association members by mail.  Ballots shall be sent to the members by registered or certified mail with details of the proposed assessment.  Fourteen (14) days shall be deemed sufficient time for return of ballots.  The Board of Directors shall be the election tellers.

I) MEMBERSHIP NOT TRANSFERABLE: When the principal of an establishment holding membership in the Association transfers control for the business to another, such membership shall automatically cease.  Section a, b, c, d and e of Article III shall govern the eligibility and election of the establishment under its new Management.

J) SUSPENSION AND EXPULSION: Any membership may be terminated for cause.  Such cause may be a violation of these bylaws or any rule, practice or agreement properly adopted by the Association, or by any other conduct prejudicial to the interest of the Association.  Any member may file with the Secretary a written complaint on any of the above charges against any other member, and thereafter the Secretary shall mail a general statement of charges by registered or certified mail to the last known address of the member so complained against at least ten (10) days before the meeting of the Board of Directors at which the charges are to be considered.  This statement shall be accompanied by a notice of the time and place of such meeting, and the member complained against shall have the opportunity to appear and present any defense to such charges before action is taken thereon.  Suspension or expulsion shall be by unanimous vote of the Board of Directors.  If any member of the Board of Directors be connected with the defendant by way of business connection, relationship by blood or marriage or any other manner prejudicial to the interest of the Association, his/her position on the Board of Directors shall be filled by the President of the Association.  If the President is ineligible, the Vice-President or Secretary shall vote.

K) DELINQUENCY: Any member who shall fail to pay their dues or assessments or any installment thereof within 30 days (30) days after due date, shall be posted by the Association and a notice by U.S. mail or electronic notification of their delinquency shall be given to them.

If, at the end of ten (10) days the member is still delinquent, he/she may be suspended or expelled by the Board of Directors.

Upon suspension or expulsion, all privileges of the Association immediately and automatically terminate.  Use of the seal, slogan, reference to membership in advertising and all other benefits must be promptly discontinued.

L) RIGHT OF APPEAL: Any applicant for membership rejected, or any member suspended or expelled,  shall have the right of appeal for a review of his/her case by the membership, and the membership at any regular or special meeting may reverse the decision of the Board of Directors by a three-fourths (3/4) vote of the members present.

M) REINSTATEMENT: Former members may make reapplication for membership through the same channels as new members.

ARTICLE IV – OFFICERS AND DIRECTORS

A) The officers of the Association shall be President, Vice-President, Secretary/Treasurer, and Regional Directors.

B) PRESIDENT: The President shall preside at all meetings and perform the usual duties incident to his/her office.  He/She shall be responsible for and appoint such committees as may be necessary except such elective committees as may be determined by the Association, and shall be ex-officio of all committees.

C) VICE-PRESIDENT: The Vice-President shall perform all the duties of the President in the absence of the latter.  The Vice-President will work directly with the Regional Directors to promote regional meetings and other GPCA activities in their regions.  A report of region activities will be presented by the Vice-President at each Board of Directors meetings.  The Vice-President is co-chair of the annual summer meeting during his/her term of office.  The Vice-President is the President-elect.

D) SECRETARY/TREASURER: He/She shall keep the minutes of the meeting and all other records of the Association entrusted to him/her.  All records and other property of the Association shall be surrendered at the expiration of his/her term of office.  He/She shall receive and disburse all funds of the Association.  All checks in disbursement of funds of the Association shall be signed by him/her.  In the absence of the President or Vice-President, the Secretary-Treasurer shall preside at meetings of the Association.

He/She shall have the authority to endorse and/or deposit all checks and drafts payable to the Association in a bank or banks approved by the officers.  He/She shall keep a complete roll of members and shall keep regular books or accounts which shall be opened to inspection to any officer of the Association.  He/She shall report at each regular meeting, monies on hand, receipts, disbursements, monies due, outstanding obligations and resources of the Association.  He/She shall furnish at the expense of the Association such bond as may be prescribed by the membership.  He/She shall perform such other duties as may from time to time be assigned to him/her.

Such duties of the Secretary/Treasurer as may be specified by the Board of Directors may be delegated to the Executive Director or a designated member of his/her staff.

The Board of Directors shall be authorized to fix the fees for the Association secretary and the expenses of that office.

E) REGION DIRECTORS: A region director shall be charged with the responsibility of organizing and directing the Association’s programs within their region.  Region director’s responsibilities also shall include such duties as the President and membership may allocate from time to time.

Each region shall have a regional director and co-director.  The co-director will be elected at the same time as the regional director.  If no co-director is elected, the director may appoint a co-director. Only members with designated eligible voter representatives employed in the geographical boundaries of the designated regions are eligible to vote in regional director elections.

The Board of Directors shall have the authority to periodically review and revise the number and distribution of regions based on representation.

F) PAST-PRESIDENTS: An elected representative of the GPCA Past-Presidents will serve as a voting member of the GPCA Board.  The position will be a one year term with a maximum of two consecutive terms.

G) ALLIED MEMBER: The allied members will choose a director from their ranks to serve in accordance with other Board duties and responsibilities.

H) ELECTION OF OFFICERS: At the time of election of officers at the annual meeting, the immediate Past President shall become the Chairman of the Board of Directors (Chair) and shall preside over all regular or called board meetings.  The Chairman of the Board shall have the power to call such meetings as he may deem necessary.  The Chairman of the Board also shall serve as Chairman of the Finance Committee and the Burnett Scholarship fund and continue serving as a member of these committees for two additional years.  Any vacancy of any office during the year may be filled by the officers at a meeting called for such purpose.

I) MEETINGS: Meetings may be held at such times as the offices may determine or when called by the President and a majority shall constitute a quorum.

J) TERM OF OFFICE: The officers, other than the directors, shall be elected for one (1) year and shall continue in office until their successors are duly elected and qualified.

K) REMOVAL FROM OFFICE: The Association reserves the right to terminate the tenure of the office of all officers who are not functioning in accord with the most ethical practices of their office by a three-fourths (3/4) vote of the membership at any regular or called meeting of the Association.  In addition, the officers (Chairman of the Board, President, Vice-President, and Secretary/Treasurer) shall not be from the same member company.  If the employment status of any officer should change (acquisition, partnership, job change, etc.) after the election, then the lowest ranking officer will tender their resignation immediately and the officer replacement provisions will be followed.  The rule will begin with any officers elected to their first term after July 1998.

OFFICER REPLACEMENT:  Should a vacancy occur among the executive board, the post will be filled in the following manner:

Chairman of the Board:  The President will appoint an interim Chairman to serve until the next scheduled meeting of the Board of Directors, at which time the Board will make their recommendations to present to the next scheduled meeting of the general membership for vote.  Candidates for this position will be limited to past individuals who have served as Chairman of the Board for GPCA.

President:  The Vice-President will assume the duties of the President immediately upon vacancy of the presidential position.

Vice-President:  Will remain vacant until the next regularly scheduled election.

Secretary/Treasurer:  The Chairman of the Board will appoint an interim Secretary/Treasurer selected from the immediate Board of Directors, pending approval by the general membership at the next scheduled general membership meeting.

Region Directors:  The Chairman of the Board will appoint an individual from the respective region to fulfill the term of the regional director.

L) LIMITATION ON EXPENDITURES: The Board of Directors shall be authorized to make any other expenditure on behalf of the Association up to the amount of eighteen hundred ($1800) dollars. Sums greater than $1800.00 may be authorized only be a meeting of the membership called for that purpose or at any meeting when prior notice or announcements has been made in accord with the bylaws.

The Executive Board shall be responsible for the fiscal well-being of the Association by developing the annual budget.  They are to execute the annual budget in accordance to what was approved by the Board of Directors and voted on at the general membership meeting.  The Executive Board is charged with being good stewards of the Association budget.

M) EXECUTIVE DIRECTOR: There may be a full or part-time Executive Director for the Association selected by the President and Board of Directors with the approval of the general membership, at any regular or called meeting.  The Executive Director shall with the advice and counsel of the President and the Board of Directors be responsible for and have the power to carry out details of the operations of the Georgia Pest Control Association headquarters to the extent of the authority vested in her/him by the President and Board of Directors.  The Executive Director shall work in accordance with the job description as approved by the Board of Directors.

ARTICLE V – NOMINATION AND ELECTION

A) The immediate past Vice-President shall become President. Should the Vice-President-elect not to accept the office of President, the nominating committee shall have the authority to nominate a presidential candidate and nominations shall be accepted from the floor.

B) The nominating committee consisting of the three immediate past presidents shall submit nominations for Vice-President and Secretary/Treasurer to the Board for approval. The most current past president will serve as a liaison between the nominating committee and Executive Board to discuss nominations before the vote.  None of the three immediate past presidents may in any way be affiliated through company mergers or acquisitions.  Should this situation occur, the 3rd position will extend to the fourth immediate past president.  No officer may be nominated or elected if, during their term, another member of their specific company is presently serving as an officer.  Multiple officers from one parent company may serve at the same time as long as the individual companies each officer works for operates separately.

At the time and place during the annual meeting designated from election, the Board will submit the nominations along with those made from the floor to the general membership.

C) The names of the candidates nominated shall be arranged on a ballot in the following order: Vice-President and Secretary/Treasurer.

D) Regional Directors shall be elected for each region in 1981. Thereafter, even-numbered regions shall elect their directors on even-numbered years prior to the annual business meeting.  Odd-numbered regions shall do likewise on odd-numbered years.  Regional Directors shall be limited to two consecutive terms.

E) The election of Vice-President and Secretary/Treasurer shall take place during the annual meeting at such time as designated by the Board of Directors. The directors will be ratified at the annual meeting of the Association for a term of two (2) years or until their successors are duly elected and qualified.

F) Votes by mail on any matter pertaining to the Association will be counted. The matter voted on and the member’s decision must be clearly stated.  Votes by mail shall be sent to the Association.  Failure of a mailed ballot to reach the Association in time to be counted will in no way affect the matter voted on.

ARTICLE VI – MEETINGS OF THE ASSOCIATION

A) The time and place of any regular meeting and of the annual meetings shall be determined by the officers of the Association. At least thirty (30) days' notice shall be given to the membership.

B) Special meetings shall be held when called by the President or by the request of 10% of the voting membership or a majority of the regional directors made in writing and stating the purpose, such request to be delivered to the President and a copy to the Secretary/Treasurer.

C) Except in cases of emergency as determined by the officers of the Association, notice of a special meeting must be sent to each member at least ten (10) days in advance of the meeting and must state the purpose for which the meeting is to be called. Only such business as is set forth in the notice shall be acted upon at a special meeting.

D) Twenty (20) percent of the voting members in good standing shall constitute a quorum at any meeting.

E) The proceedings of all meetings of the Association shall be governed by and conducted in accordance with the latest edition of ROBERT’S RULES OF ORDER.

ARTICLE VII – ETHICS

The Association subscribes to the Code of Ethics of the National Pest Management Association, which Code is adapted as part of this instrument:

As a member of this Association, we believe it to be our company’s responsibility:

  • To uphold the standards of the Association.
  • To hold our industry in high esteem and strive to enhance its prestige.
  • To maintain high company standards of moral responsibility, character and business integrity.
  • To practice fairness, frankness and honesty in all advertising and in all transactions with the general public.
  • To render pest control services safely and effectively in keeping with good practices, and to observe them both in letter and spirit.
  • To respect the reputation and practice of other pest control operators but to expose to the Association, without hesitation, illegal or unethical conduct of other firms.

ARTICLE VIII – AMENDMENTS OF BYLAWS

The Bylaws may be revised, altered or amended through the following process.  Proposed changes to the bylaws will be brought before a called meeting of the Board of Directors by the chairperson of the Constitution/Bylaws committee.  Any member in good standing may also bring proposed changes before a called meeting of the Board of Directors.  In any case, the Board of Directors must be provided a 10 business day written notice, in advance of the meeting of the proposed changes.

The Board of Directors shall vote to accept, not accept or change the proposed amendment by two-thirds (2/3) vote of those members present and voting.

A favorable vote concerning the proposed changes on the part of the Board of Directors shall be submitted at the next scheduled or specifically called meeting of the general membership.

A three-fourths (3/4) favorable vote of those present and voting is required for adoption, rejection or change in the amendments.  A fifteen (15) business day written notice of the proposed amendment changes must be made to all the general membership prior to the meeting.  Changes to the Constitution and Bylaws are effective immediately.

ARTICLE IX – DISSOLUTION

The Association shall use its funds only to accomplish the objects and purposes specified in the Constitution and Bylaws and no part of said funds shall inure or be distributed to 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 of Directors.