Pennsylvania Association of Accredited Environmental Laboratories Amended By-laws
Amended By-Laws, Approved March 13, 2018
ARTICLE I – NAME
The name of this corporation is Pennsylvania Association of Accredited Environmental Laboratories, Inc., (PaAAEL), a non-profit Pennsylvania corporation, hereinafter called “Association” or “PaAAEL”, incorporated as a non-profit corporation in the State of Pennsylvania on 17 July 1991.
ARTICLE II- OBJECTIVE
The objective of the corporation is to promote excellence and professionalism in the field of environmental analysis. It shall provide for the protection of public health and the environment, and work for the establishment of standards of performance for all laboratories, certified or those applying for certification, or involved in environmental analysis.
Particular focus will be on the development of standards for certification in all areas of environmental analysis with emphasis on the following: personnel qualifications, facilities and equipment, methodology, internal and external quality control, laboratory assessments, records and reports.
The organization shall strive for educating the laboratory community about regulatory affairs affecting environmental sampling and analyses. The organization shall also serve as a liaison between the laboratories and regulatory community.
ARTICLE III – MEMBERSHIP
The Association offers five categories of membership as follows:
- Accredited Lab Membership (Full): Accredited laboratory membership shall be limited to commercial, municipal or industrial laboratories possessing a certificate of approval issued by PA DEP in one or more areas of environmental analysis. Membership shall be in the name of one designated voting individual. However, additional individuals from the member laboratories may receive association mailings at no additional cost.
- Registered Lab membership: Registered lab membership shall be available to those laboratories that are registered with PA DEP. Such members shall not be entitled to vote but can participate in the activities of the Association and serve on committees.
- Affiliate Membership: Affiliate membership shall be available to a representative of a firm or Corporation who has paid annual dues and provides a product or service to the laboratory community. Affiliate members shall not be entitled to vote but can participate in the activities of the Association and serve on committees.
- Honorary Life Membership: Honorary Life Membership shall be available to those members of the corporation or its former association who have actively participated in the corporation or association for at least 2 years but are now retired. These members shall not be entitled to vote but can participate in the activities of the Association and serve on committees. Membership dues for Honorary Life Membership are waived. The Board of Directors, upon receipt of a written notification from a prospective retiring member, shall act upon such application at the next meeting of the Board of Directors.
- Student Membership: College students enrolled in a science-related field of study are eligible for Student Membership with annual fee. They shall not be entitled to vote but can participate in the activities of the Association.
ARTICLE IV – VOTING
Voting will be limited to accredited lab member. Each accredited laboratory member will possess one vote.
ARTICLE V – DUES
Dues shall cover one fiscal year beginning on January 1 and shall be an amount to be determined by the Board of Directors of this corporation. Membership privileges may be terminated upon non-payment of dues by March 1.
ARTICLE VI – OFFICERS AND BOARD OF DIRECTORS
- The officers of the corporation shall consist of a President, Vice-president, Secretary and Treasurer. The Secretary and Treasurer may be the same individual.
- The Board of Directors shall consist of the officers, the immediate past President and several Members-at-Large, the exact number to be selected so that the total number of Board Members is nine. No more than one member of the Board of Directors shall be from any one laboratory or groups of laboratories under the same ownership.
- No more than two Board Members can be “Affiliate Members” employed by Corporate Sponsors, or from registered laboratories.
- The Executive Director, hired by the Board of Directors, will be a non-voting member of the Board of Directors.
- The Board Members shall be elected every two years. The Board of Directors will hold an annual reorganizational meeting. The Board will vote by majority for the Officer and Affiliate Member positions. Any vacancies occurring in the offices shall be appointed by the Board. All such vacancies shall be filled for the unexpired term.
- Any Officer or Board Member can be removed from office by a vote of at least five members of the Board of Directors or at least two thirds of the full membership.
Section 2. – Executive Committee. The Executive Committee shall consist of the President, Secretary, and Treasurer. The responsibility of the committee shall be to recommend appointment of the Executive Director and recommend the terms for his/her compensation, tenure, and responsibility.
Section 3. – Quorum. At any meeting of the Board of Directors, five members, of which at least two shall be officers, shall constitute a quorum for the transaction of business; all business thus transacted shall be approved by a majority of those present and voting. The President shall chair the Board.
Section 4. – Meeting. Regular meetings of the Board of Directors shall be held at such a time and place as the Chair may determine. Notice of meetings shall be given to each member of the Board not less than five days prior to date of meetings. Special meetings may be called by the President at the request of any five Directors. Notice of Special meeting shall be given to each member of the Board at least 24 hours in advance.
Section 5. – Removal. The Board of Directors may, by affirmative vote of at least five of its members, remove any member for cause. Any member of the Board of Directors may be removed by a two-thirds affirmative vote of the members of the Association, present and voting at any regular or special meeting.
Section 6. – Vacancies. A vacancy in the office of any Director shall be filled by a simple majority vote of those members of the Board of Directors present and voting at a Regular or Special meeting of the Board. The person or persons so appointed shall serve until the end of the unexpired term.
Section 7. – Advocacy. Subject to the approval of the Board of Directors only, the Association may take a position and express an opinion on issues directly and generally affecting environmental laboratories.
ARTICLE VII – DUTIES OF THE OFFICERS
Section 1. – The President shall direct all activities of the corporation. The duties shall include, but not be limited to, the following activities:
- the expenditure of moneys not to exceed $1000
- the convocation of regular and special meetings of the membership and the Board of Directors
- the appointment of special committees for any purpose
- the presiding officer at all meetings
- serve as President of the Executive Committee
If the President resigns the order of succession is Vice President, Secretary and Treasurer. The Vice-president shall assist the President in his/her duties and, in his/her absence, shall fulfill the duties of the President.
The President, Vice-President, Secretary and Treasurer may not serve in their respective positions for more than four consecutive years. A period of at least one year must follow before being eligible for the same office. The Vice-President may succeed the President.
Except as otherwise provided herein, the Secretary shall oversee the duties normally associated with this office. In addition, the Secretary shall supervise all activities of the association office.
The Treasurer shall oversee the custody, receipt and disbursement of all funds. The Treasurer shall also insure that adequate financial records are kept, and financial statements are prepared.
The Executive Director shall perform all duties associated with managing the association office. The Executive Director shall report directly to the Board of Directors.
The Executive Director shall:
- have the power, for and in the name of the Association, to make and execute contracts and sign checks when specifically, or generally authorized to do so by the Board of Directors;
- maintain all records of the Association, and collect and deposit all monies and dues for the Association;
- implement the programs and services of the Association, as determined from time to time by the Board;
- maintain budget control over expenditures and prepare required quarterly financial statements;
- advise and assist all officers of the Association;
- perform other duties and have such other powers as may be assigned to him/her from time to time by the Board and the President;
- serve without vote as an Officer of the Association
ARTICLE VIII – DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have general supervision over all affairs of this Corporation. Their duties include, but are not limited to the following:
- the expenditure of all sums greater than $1000
- the approval of all written policy statements concerning matters pertaining to external functions of the Corporation
- serve as Nominating Committee – to select candidates for election to office
- And may in the execution of its powers, delegate certain authority and responsibility to any elected Officer of the Association.
Board members are required to attend a minimum of two (2) Board meetings a year and provide laboratory representation at quarterly association meetings. If a board member does not meet these requirements, his/her status will be reviewed by the full Board. The member may, at the discretion of the Board, be removed from office.
ARTICLE IX – STANDING COMMITTEES
Standing Committees are formed for planning and executing various activities of the Organization, and to serve the interests of the organization and its members. Each committee shall be chaired by one member who shall be appointed by the Board of Directors and serve for a period of one year. Committees may be added or dissolved at the discretion of the Board.
ARTICLE X – AMENDMENTS
Amendments to these By-Laws will require at least 51% of the members for verbal vote or two-thirds of those members who respond to a mailed ballot.
ARTICLE XI – NOMINATION AND ELECTIONS
- Nominations shall be made by the Board of Directors by September 15. Additional nominations may be made to the Board of Directors by any voting member by November 1.
- Ballots are to be sent to all voting members by November 15 and must be returned by December 1. At least 51% of the members must return a ballot in order for the election to be valid. In the event that a valid election cannot be achieved, the terms of office for all positions are extended until such time as a valid election can be held.
- In the event of a vacancy, the President is empowered to make interim appointments until the next election. If the President resigns, the order of succession is vice-president, Secretary and Treasurer.
ARTICLE XII – MEETING
- Regular meetings of the membership shall be held at the discretion of the President, but at least two times a year. For voting purposes, a quorum shall consist of 25% of the paid membership.
- Special meetings of the Association may be called by the President at any time.
- Notice of the meetings shall be given to members of the Association at least ten days prior to date of such meetings.
- Quorum shall consist of 25% of the Active members, whose dues are paid in full, present and voting at any Regular or Special meeting.
- Voting. Unless otherwise provided, any election or other matter voted upon by the Active members, shall be determined by a simple majority of the members present and voting. There shall be no voting by proxy.
ARTICLE XIII – CORPORATE SPONSORS
Organizations, companies, firms, and other corporate and non-corporate entities may be accepted as Corporate Sponsors of the corporation upon application and payment of a fee to be determined annually by the Board of Directors.
Corporate Sponsors will not be entitled to vote.
ARTICLE XIV – FISCAL YEAR
The fiscal year of the Association shall begin on January 1 and shall end on the following December 31.
ARTICLE XV – INDEMNIFICATION: LIABILITY
Section 1. – Indemnification. The Corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including actions by or in right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, or, upon determination in the specific case that such indemnification is proper in the circumstances because such person has met the standard of conduct applicable in Section 7741 or Section 7742 of the Pennsylvania Nonprofit Corporation Law of 1972. The Corporation may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted under Section 7747 of the Pennsylvania Nonprofit Corporation Law of 1972.
Section 2. – Liability of Members. Members shall not be personally liable for the debts, liabilities or obligations of the Association.
Section 3. – Definitions. As used in this article, the word “representative” is specifically intended to apply to, but not be limited to, a Director, an Officer, an Agent, or any other employee or person authorized by duties, specific directions, or contract, to act on behalf of the Corporation. The word “Corporation” shall be interpreted to mean the Pennsylvania Association of Accredited Environmental Laboratories, Inc. and any and all committees, subcommittees, or subsidiary organizations, thereof.
Section 4. – Procedure for Effective Indemnification. Unless ordered by a court, any indemnification or reimbursement under Section 1 of this Article, which indemnification or reimbursement is made prior to a final resolution of the matter involving the representative, shall be made by the Corporation only after a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct set forth in this Article. This determination shall be made in advance of any payment by the Corporation to the representative and may be made in any of the following ways:
- By the Board of Directors, specifically a majority vote of a quorum which shall include only those members of the board of Directors who were not parties to such action, suit or proceeding; or
- If a quorum of disinterested members of the Board of Directors is not obtainable, by independent legal counsel in a written opinion; or
- If a majority vote of a quorum of disinterested members of the Board of Directors so directs, by independent legal counsel in a written opinion.
However, at the time that the Corporation advances or reimburses these monies, the representative must agree that if it shall later be found by a court of law that the conduct of the representative does not meet the applicable standard contained herein, then all amounts advanced and/or reimbursed to the representative will be refunded to the Corporation.
ARTICLE XVI – ASSETS: DISSOLUTION OR LIQUIDATION
Section 1. – Association Assets. No member of the Association shall have any right, title or interest to the whole or any part of the property or assets of the Association.
Section 2. No part of any income, revenue and grant of or to the Association shall inure to the material benefit of any member, officer, director or any private individual (except that a reasonable compensation may be paid for services rendered in connection with one or more of the Association’s purposes) and no member, officer director, or private individual shall be entitled to share in the distribution of any of the assets of the Association on its dissolution or liquidation. In the event of such dissolution or liquidation, the assets of the Association, after payment of debts and obligations, shall be transferred to one or more non-profit charitable organizations or 501 (c) organizations as approved by the Internal Revenue Service designated by a simple majority affirmative vote of the Board of Directors present and voting at a Regular or Special meeting of the Board.
Section 3. If the majority of the Board of Directors is not in accord as to the disposition of the assets within one (1) year from the date of the event causing its dissolution, liquidation, abandonment or winding-up, such assets shall then be disposed of in any such manner as may be directed by the decree of the Courts of the State of Pennsylvania.
Article XVII – ANTI-TRUST COMPLIANCE
Section 1. – Policy. It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal and state trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its staff, officers or members which violate these regulations and laws are detrimental to the interest of the Association and are unequivocally contrary to Association policy.
Section 2. – Implementation. Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:
- Minutes of the Board of Directors meetings shall be distributed to the members of the Board of Directors and the Secretary shall cause a copy to be filed in the permanent records of the Association.
- Minutes of the Regular and Special meetings shall be distributed to the members of the Board of Directors and the Secretary shall cause a copy to be filed in the permanent records of the Association.
- All Association activities or discussions shall be avoided which might be construed as tending to: (1) raise, lower or stabilize prices; (2) encourage boycotts; (3) foster unfair trade practices; or in any way violate federal or state trade regulations and antitrust laws.
- Association members, officers or employees who participate in conduct which the members, by a two-thirds (2/3) majority vote, determine to be contrary to the Association antitrust compliance policy, shall be subject to disciplinary measures up to, and including, termination.
ARTICLE XVI – AMENDMENTS
Section 1. – Amendments. These by-laws may be amended either by a majority of eligible members of the Association who respond to a mailed ballot, or by a majority vote of eligible members of the Association present and voting at any meeting, provided that copies of such changes were sent to all members at least thirty (30) days in advance of such a meeting.
Section 2. Amendments may be proposed by the Board of Directors on its own initiative, or upon petitions to the Board of Directors by 5% of the Active members. All such proposed amendments shall be sent by the Board of Directors to the voting membership, with or without recommendation.
ARTICLE XVII – EFFECTIVE DATE
These by-laws shall take effect immediately upon adoption by the Association.
Rev 0: December 1993
Rev 1: December 2005
Rev 2: March 2018