RVIPA BY-LAWS

REGION VI PRETREATMENT ASSOCIATION

BYLAWS

 

Adopted: October 14, 2004

Revised: March 30, 2005

Revised: August 13, 2007

 

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be Region VI Pretreatment Association, and shall be referred to in this document as the Association

Section 2: The Association is organized exclusively for charitable, scientific and educational purposes, more specifically to:

A. Organize and conduct the annual EPA Region VI Workshop;

B. Provide for the professional growth and development needs of its members;

C. Share information regarding industrial pretreatment and other environmental issues among its members; and

D.  Improve the professional status of personnel engaged in the industrial pretreatment field.

ARTICLE II – MEMBERSHIP

Section 1: Membership in the Association is open to all persons working in the industrial pretreatment field within United States Environmental Protection Agency Region VI (Arkansas, Louisiana, New Mexico, Oklahoma, and Texas).

Section 2: The Executive Committee shall be responsible for the establishment of any dues and/or fees.

ARTICLE III - GENERAL MEMBERSHIP MEETINGS

Section 1: Annual Meeting. The annual general membership meeting shall be conducted in conjunction with the annual Region VI Pretreatment Workshop.

ARTICLE IV – EXECUTIVE COMMITTEE

Section 1: Executive Committee Role, Size, and Compensation. The Committee is responsible for overall policy and direction of the Association.  The Committee also has the power to amend the Articles of Incorporation and Bylaws.

Each of the five EPA Regional VI States shall have the opportunity to select 3 people to represent the State’s pretreatment professionals on the Executive Committee.  The EPA Region VI Office shall be represented by up to three members of its staff who are charged with handling the pretreatment affairs of Region VI.

The Committee members shall receive no compensation other than reasonable expenses.

Section 2: Meetings. The Committee shall meet at least annually at the annual EPA Region VI Workshop.  The committee may meet at any other time and place as agreed upon by a majority of the committee members.  Meetings may be conducted in person, through conference calls, or through the use of electronic mail communications.

Section 3: Committee Membership.  One representative from each State shall be from the offices that handle pretreatment regulations for the State.  The other two shall be chosen from among the municipal pretreatment professionals working within the State at the municipal level, either public or private.  One municipal representative shall serve as an officer of the Association and will proceed in succession through the officer chairs.  The other of the two municipal representatives shall serve as an at-large representative from their State to the Association.  Each of the State groups shall choose the municipal representatives that will take office at the beginning of the following fiscal year prior to or during the State breakout session of the annual workshop. The EPA Region VI Office shall be represented by no more than three members of its staff who are charged with handling the pretreatment affairs of Region VI.  All members of the Executive Committee shall each have one vote in matters brought before the Committee, unless that committee member’s employer does not allow them to vote on such Boards.

Section 4: Officer Election/Appointment. The officer positions of Chair, Vice Chair, Secretary, Treasurer and Past Chair shall succeed as follows:

A. The municipal representative who was the Chair during the previous year will move to the position of Past Chair.

B. The municipal representative who was the Vice Chair during the previous year will move to the position of Chair.

C. The municipal representative who was the Secretary during the previous year will move to the position of Vice Chair.

D. The municipal representative who was the Treasurer during the previous year will move to the position of Secretary.

E.  The Treasurer position shall be filled by a municipal representative from the state whose municipal representative was the Past Chair the year before.

In the event one of the five States of the Region cannot provide a representative to fill one of these officer positions, then the offices of Secretary and Treasurer will be combined into one office, that of a Secretary/Treasurer, until such time that the State can fill the position.

Election of new officers or election of current officers to successive terms will occur at the annual meeting of the membership. Officers will be elected by a majority vote of the membership present at the annual meeting.  In the case where an officer position becomes vacant during the course of the term, the pretreatment professionals of the State in which the vacancy has occurred shall select a replacement to the committee for that officer position, subject to approval of the Executive Committee.

Section 5: Terms. All Committee members shall serve from October 1 of the year in which they are elected, through September 30 of the following year and are eligible for re-election.

Section 6: Quorum.  A quorum of the executive committee shall consist of a simple majority of its members.

Section 7: Officers and Duties. There shall be five officers of the Committee consisting of a Chair, Past Chair, Vice Chair, Secretary, and Treasurer. Duties of the positions are as follows:

The Chair shall convene and preside over the regularly scheduled Committee meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary, Treasurer, Past Chair.  The Chair will conduct meetings in a proper and cordial manner.  The Chair will not vote on issues unless a tie vote is evident. In the case of a tie vote the Chairperson will cast a vote to break the tie vote. The Chair is responsible for attending and performing as the "MC" for the annual EPA Region 6 Workshops.  The Chair shall have authority to sign contracts for the Association.  The chair shall also be an authorized signatory on the Association’s bank account.  The Chair shall be an ex-officio member of all committees.  The Chair shall perform such other duties as may be assigned by the board.

The Past Chair shall be responsible for coordinating activities of the past Executive Committees with the present Executive Committee.

The Vice-Chair will assume the responsibilities of the Chair at any official meetings where the Chair is absent.  The Vice-Chair shall perform such other duties as may be assigned by the Chair.

The Secretary shall be responsible for keeping records of Committee actions, including overseeing the taking of minutes at all Committee meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Committee member, and assuring that the Association’s records are maintained.  The Secretary shall obtain and file all documents needed to insure any and all legal requirements necessary for the continued existence of the Association are in order.

The Treasurer shall be responsible for administering the financial affairs of the Association.  The Treasurer shall make a report at each Committee meeting.  The Treasurer shall chair the finance subcommittee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Committee members and the membership-at-large.  The Treasurer shall insure all required reports are filed with the IRS.  The Treasurer shall have authority to sign the checks for the Association.

Section 8: Vacancies. When a vacancy on the Committee exists, the association members from the State that has lost its representative shall appoint a new member to the Committee.

Section 9: Resignation, Termination and Absences.  Resignation from the Committee must be in writing and received by the Secretary.  A Committee member may be removed for other reasons by a three-fifths vote of the remaining Committee members.

Section 10: Special Meetings.  Special meetings of the Committee shall be called upon the request of the Chair or three-fifths of the Committee.

ARTICLE V – SUBCOMMITTEES

Section 1: The Executive Committee may create subcommittees as needed, such as workshop planning, fundraising, etc.  The Executive Committee Chair shall make appoints to the subcommittees after requesting volunteers.  Each subcommittee shall be responsible for selecting a member to act as the Chair, except as noted below.

Subcommittees will be required to discuss and evaluate potential practices and actions that may be required to accomplish goals set by the subcommittee chair.  Any and all actions must be reviewed and accepted by a majority of the subcommittee prior to presenting to the Executive Committee.

A subcommittee chairperson must consult with his or her subcommittee members before any actions or approvals can be taken.  Once the subcommittee approves said actions then the subcommittee chair must acquire approval from the Executive Committee before taking any further actions.

Section 2: Finance Subcommittee.  The Treasurer shall be the chair of the Finance Subcommittee, which shall include two other Executive Committee members.  The Finance Subcommittee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with other Executive Committee members.  The Executive Committee must approve the budget, and all expenditures must be within the budget.  The Executive Committee must approve any major change in the budget.  The fiscal year shall be from October 1 to September 30.  Annual reports shall to be submitted to the Board showing income, expenditures and pending income.  The financial records of the organization are public information and shall be made available to the membership, Executive Committee members, and the public.

Section 3: Annual Workshop Planning Subcommittee.  The Chair of this committee shall be the Association Chair.  The Vice Chair of the subcommittee shall be the Association Vice-Chair.  The Chair of this committee may form other subcommittees (i.e. hotel subcommittee, food subcommittee, exhibit subcommittee, etc.) to assist with coordination of the workshop.

ARTICLE VI – AMENDMENTS

Section 1:  Amendments to the Bylaws may be proposed by the Board or by a petition signed by at least ten (10) members.

Section 2:  Amendments by petition shall be submitted to the Board at its next Annual Meeting, provided such petition has been submitted to the Secretary thirty (30) days prior to the Annual Meeting.

Section 3 Adoption: Amendments to the Bylaws may be made by two-thirds (2/3) affirmative vote by the total membership of the Board.  Amendments that have been favorably passed by the Board shall take effect immediately and a revised Bylaws printed.

ARTICLE VII – MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year.  The fiscal year shall be from October 1 to September 30.

Section 2. Indebtedness.  All indebtedness authorized by the Region VI Pretreatment Association shall be approved by the Executive Committee before payment.

Section 3. Prohibited Expenditures.  No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trusties, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

Section 4. Prohibited activities.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on:

by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or;

by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 5. Dissolution of the Organization. Upon dissolution of the Region VI Pretreatment Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE VIII – ADOPTION

These Bylaws were approved at a meeting of the Executive Committee of the Region VI Pretreatment Association on October 14, 2004.

 

ATTEST:

                      Mercie Rhone                               Richard Statser

      Chair                                                    Secretary/Treasurer

P.O. Box  94737, North Little Rock, AR 72190-4737 postmaster@regionvipretreatmentassociation.org