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CONSTITUTION AND BY-LAWS
UNITED PRODUCERS FORMULATORS AND
DISTRIBUTORS ASSOCIATION, INC.  

ARTICLE I
NAME

The name of the organization shall be: UNITED PRODUCERS FORMULATORS & DISTRIBUTORS ASSOCIATION, INC., hereinafter referred to as the "Association."

ARTICLE II
PURPOSE

The objectives of the Association are:

  1. To promote the general welfare of persons, firms and corporations engaged in the business of formulating, manufacturing and distributing products used in the pest control industry; and also those engaged in businesses allied thereto.
  2. To maintain an active role in efforts to upgrade the pest control industry, to strive toward the achievement of a standard of excellence, and to continuous!, promote better cooperation and relationships between customer and supplier.
  3. To cooperate with government authorities and maintain proper liaison and communication with these authorities for the good of the community and the pest control industry.
  4. To carry out any and all activities recognized as lawful and appropriate in order to further the purposes of the Association.

ARTICLE III
CODE OF ETHICS

  1. To uphold the standards of the Association and carry out the Articles of the Constitution as so stated.
  2. To strive to maintain high standards of business ethics.
  3. To recognize the requirements and needs of our customers as a primary responsibility.
  4. To strive to perfect our skills, our products, and our business practices.
  5. To respect the integrity, reputation and ethical activities of Association members.

ARTICLE IV
MEMBERSHIP

  1. There shall be three types of membership in the Association:
    Active, Affiliate and Honorary.
    1. Active Membership: Any business entity engaged in
      1. distributing/reselling products
      2. formulating/registering products
      3. manufacturing products, equipment or supplies for and to the pest control industry, who have been in the business for a period of not less than twelve (12) months, may be eligible for membership in this Association. Each active membership shall be eligible for a company representative to vote and hold elective office.
    2. Affiliate Membership: Any business entity or individual who has an active and related interest in the industry, excluding pest control operators and those in their employ, who does not qualify as an active or honorary member, may be considered for an Affiliate membership, subject to the approval of the Board of Directors and shall not be eligible to vote or to hold elective office. Examples include: insurance companies, consultants, entomologists, university professors and key government personnel.
    3. Honorary Membership: Any individual who has rendered such service to the industry which entitles that person to special recognition may have honorary membership conferred upon him/her by members present at the annual meeting. Not more than two honorary memberships shall be elected in any one year. Honorary members shall not be required to pay dues or assessments, shall not have voting power, nor hold elective office.
  2. Election to Membership. All applications for membership shall be in writing on forms provided by the Association, addressed to the Association's membership committee. Completed forms shall be accompanied by a letter of transmittal on the applicant's letterhead.
    1. Election to active membership shall be by three-fourths (3/4) votes of the Board of Directors.
    2. Election to affiliate membership shall I, by unanimous recommendation of the Board of Directors. The Board of Directors shall give serious consideration to the recommendations of the Membership Committee, but shall not necessarily be governed by such recommendations.
  3. Dues. Annual dues and method of payment shall be determined by the Board of Directors and by a majority vote of active members present at an association business meeting.
    1. Active members dues shall be paid on or before January I each calendar year.
    2. Affiliate members shall pay an amount equal to 10% of annual dues paid by an active member.
  4. Assessments may be made in the following manner:
    1. Assessments may be levied for designated purposes by three fourths (3/4) vote of the active members present at any regular or special meeting of the Association, provided there is a ten (10) day written notice given to the members. Notice of any proposed assessment, and the time and place designated for discussion of such assessment must be given to all members not later than 10 days prior to such meeting of the Association.
    2. Assessments may also be levied by a favorable vote of three fourths (3/4) of the active 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 the return of the ballots. The Board of Directors shall be the election tellers.
  5. Delinquency. Any member who shall fail to pay his dues or assessments within sixty (60) days after they are due, shall be notified by the Association by registered or certified mail of the delinquency. If, at the end of ten ( 10) days after notification, the member is still delinquent, he/she is no longer a member.
  6. Membership not Transferable. Membership in the Association shall immediately cease if controlling interest in business entity is severed or transferred to another. Article IV, Sections A(l), A(2), A(3), and Section B shall govern the eligibility and election of the business entity under its new owner.
  7. Suspension and Expulsion. Any membership may be terminated for cause. Such cause may be violation of these By-Laws or any rule. practice or agreement properly adopted by the Association or by any other conduct prejudicial to the interest of the Association. Any active 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 the 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 time 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 a unanimous vote of the Board of Directors and by a majority vote of active members present at an Association business meeting.

    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.

    If any member of the Board of Directors be connected with a defendant by way of business connection, relationship by blood or marriage, or in any other manner prejudicial to the interest of the Association, his position on the Board of Directors shall be filled by the President of the Association. If the President is ineligible,. the Vice President may serve.

  8. Right of Appeal. Any member suspended or expelled shall have the right of appeal for a review of his 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 active members present.
  9. Reinstatement. Former members must make reapplication for membership through the same channels as new members. If approved all delinquent dues must be paid prior to reinstatement.

ARTICLE V
BOARD OF DIRECTORS

  1. The Board of Directors shall consist of the President, Vice President, Secretary/Treasurer, Immediate Past-President, ten (10) Directors and the Executive Director. The Executive Director has no right to vote. Of the fourteen (14) Board members with voting rights, a minimum of nine (9) shall be from Distribution/Resellers and a maximum of five (5) shall be from Manufacturers and Formulator/Registrants combined.
  2. Officers. The Officers of the Association shall be President, Vice President, and Secretary/Treasurer.
  3. President The President shall preside at all meetings and perform the usual duties incident to his office. He shall appoint such committees as may be necessary, except such elective committees as may be determined by the association, and shall be ex-officio member of all committees.
  4. Vice-President. The Vice President shall perform all the duties of the President in the absence of the latter. He shall also serve as chairman of the membership committee.
  5. Secretary-Treasurer.. The Secretary-Treasurer shall keep the minutes of the meeting and all other records of the association entrusted to him. All records and all other property of the association shall be surrendered at the expiration of the term of the office of the Secretary-Treasurer. He shall receive and disburse funds of the association. All checks in disbursements of funds of the association shall be signed by him. In the of the President or the Vice President, the Secretary-Treasurer shall preside at the meetings of the Association.
  6. Immediate Past President. The Immediate Past President shall be the Chairman of the Nominating Committee. He shall act in the advisory capacity to the officers of the Association.
  7. Directors. There shall be ten (10) Directors of the Association. They shall act in the advisory capacity to the officers of the Association. They shall be elected at the annual meeting for a term of three (3) years.
  8. Officers and Directors shall be elected at the annual meeting. Any vacancies in the office during the year may be filled by the Board of Directors at a meeting called for such a purpose.
  9. Meetings may be held at such time as the Officers may determine or when called by the President, and a majority shall constitute a quorum.
  10. Term of Office.. The Officers shall be elected for one year by a majority vote of the active members present at an Association business meeting and shall continue in office until their successors are duly elected and qualified.
  11. Removal from Office. The Association reserves the right to terminate the tenure of office of all officers or directors who are not functioning in accordance with the most ethical practices in their office; by a three-fourths (3/4) vote of the active members present at any regular or called meeting of the Association is required.
  12. Executive Director. There may be a full or part time Executive Director for the Association. Such person shall be selected by the President and the 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 United Producers, Formulators and Distributors Association headquarters to the extent of the Authority vested in her/him by the President and the Board of Directors. The Executive Director shall be a member of the Board of Directors, with no right to vote and shall not be eligible to hold any other office in the United Producers, Formulators and Distributors Association.

ARTICLE VI
ELECTIONS AND COMMITTEES

  1. Elections. Elections of officers and directors shall be held at the annual meeting. The nominating committee shall submit a slate of officers to the members, and the members may nominate additional candidates. First elected: a Secretary/Treasurer; Vice President and finally President. However, by a majority vote of the members present, said officers may be nominated and elected as a slate. After the election of said officers, the members shall nominate from the floor and elect members to the Board of Directors whose terms have expired. The persons receiving the highest number of votes for the officers/directors, in each respective instance, shall be declared the winner. Members of the Board of Directors may succeed themselves.
  2. Committees - Nominating Committee. The nominating committee shall consist of the Immediate Past President and two (2) members appointed by the Board of Directors; one member from distribution/reselling sector, one member from formulating/registration sector, and one member from the manufacturing of technical products sector.

ARTICLE VII
MEETINGS OF THE ASSOCIATION

  1. The time and place of any regular meetings and of the annual meetings shall be determined by the officers of the Association. At least thirty (30) days written notice shall be given to the membership.
  2. Special meetings shall be held when called by the President, or at the request of five (5) or more active members, made in writing, and stating the purpose of such meeting and said request to be delivered to the President and a copy to the Secretary/Treasurer.
  3. Except in cases of emergency, as determined by the Board of Directors 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 held. Only such business as set forth in the notice shall be acted upon at a special meeting.
  4. Official business can be conducted only at meetings where there is a quorum. A majority of voting members in good standing in attendance shall constitute a quorum at any meeting.
  5. 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 VIII
AMENDMENTS OF CONSTITUTION AND BY-LAWS

The Constitution and By-Laws may be revised, altered or amended at any meeting of the Association, by vote of three-fourths (314) of the active members present and/or voting by ballot at said meeting, provided that thirty (30) days written notice of the proposed action shall have been given to the members in the notice of the meeting. Revised, April, 1994.

Revised, April, 1994.