NPMA members are encouraged to join the association in Orlando on Thursday, Oct. 25, from 8-8:30 a.m. for the NPMA Annual Membership Meeting during PestWorld 2018. At this meeting, a vote will take place to adopt proposed changes to the association by-laws. It is important to attend this meeting in person. However, if you are unable to attend, you are welcome to submit a proxy vote online or via mail. If you have any questions in regard to the by-laws, please contact the By-laws Staff Committee Liaison, Allie Allen at aallen@pestworld.org.
BACKGROUND
At PestWorld 2017 in Baltimore, the NPMA By-Laws Committee convened a meeting to discuss reviewing the NPMA by-laws. The last revision took place in 2014, and as a general principle, association by-laws should be reviewed every three to five years to ensure the by-laws are sound and current with evolving laws. The committee, which is comprised of Chair Lanny Allgood, Chris Gorecki, Laura Simpson and Jeff Dunn, reviewed the by-laws collectively and made several notes.
Following the initial meeting, NPMA had the by-laws reviewed by outside counsel. Outside counsel made several minor, but important, suggested edits. The by-laws committee then reviewed the suggested edits and made further revisions. At this point and after careful consideration, the NPMA By-laws Committee made a recommendation that the NPMA Board and general membership of the association adopt the bylaws as presented in the link below.
At the most recent meeting of the NPMA Board of Directors in June 2018, the amended bylaws were shared with the Board. A motion was made, seconded and the Board voted unanimously in favor of adopting the by-laws as presented.
We have provided the following information below to assist you with reviewing the proposed changes to the by-laws. This includes a high level summary of the changes, a redline copy of the proposed bylaws as approved by the Board in June 2018, and a link in which you can cast a proxy vote should you not be present for the General Membership Meeting.
SUMMARY OF CHANGES
• Section 4.6 – The ability to vote in multiple regions was previously based on paying “maximum dues,” which will no longer exist. The new language details how votes are distributed.
• Section 12.3 – Clarify that joint partnership does not indicate the formation of a per se partnership for liability purposes.
• Section 13.2 – The previous version required all investments to be made with FDIC insured institutions, which could be restrictive. The suggested revision provides the ability for the board to craft policies that ensure safe, thoughtful and successful investments, without a hard “FDIC” rule.
• Revisions to update the term “Executive Vice President” to “Chief Executive Officer.”
• Updates to sections where Delaware law has changed.
• Other minor edits and language clean-up.
In addition to amending the by-laws, the committee in response to a request by Joint Partner State Associations, has proposed an official “Joint Partnership Program” policy that should be approved by the board and maintained in NPMA Board Policies and Procedures. The program is referenced several times in the by-laws and this procedure is meant to clearly define this relationship.
Click here to view the redline by-laws with the changes as approved by the Board in June 2018.