Bylaws

BYLAWS OF THE FOUNDATION FOR PROFESSIONAL PEST MANAGEMENT, INC.

ARTICLE I - INTRODUCTORY PROVISIONS

Section 1.01. Name: The Foundation for Professional Pest Management, Inc. shall be herein referred to as FPPM.

Section 1.02 Registered Office: The registered office of FPPM shall be located in the Commonwealth of Virginia or such other place as may be designated the registered office by the Board of Directors, and shall have a registered agent whose business office is identical with such registered office.

ARTICLE II - DIRECTORS/COMMITTEE/ TASK FORCE MEMBERS

Section 2.01 Board of Directors/Committees/Task Forces:

(a) The business of FPPM shall be managed by and under the direction of its Board of Directors and/or such Committees or Task Forces as may be established by the Board of Directors. The standards for each credential shall be established by the Board of Directors or its designee.

(b) In addition to the powers and authority conferred on it by the Articles of Incorporation and the Bylaws, the Board of Directors may exercise all such powers of FPPM.

Section 2.02 Composition of the Board: The Board of Directors shall be composed of the Officers, the NPMA CEO, the NPMA President or their designee, the CPMA President or their designee and at least four (4) other Directors. All members of the Board must be in good standing with FPPM. At no time will there be more than two (2) total representatives from any company and/or their franchisees serving on the Board at the same time.

Section 2.03 Appointment and Terms:

Nomination and Election: All Director positions except the Chairperson, Vice-Chairperson, Treasurer, NPMA CEO, CPMA President or their designee, and the NPMA President or their designee, will be nominated by a Nominating Committee and elected by majority vote of the Board.

(a) The Directors shall serve a minimum of two years. Each Director, except in the case of death, resignation, retirement, disqualification, or removal, shall serve until the expiration of the term for which that Director is elected and until a successor has been elected and qualified.

(b) Committee and Task Force members and Chairs will be appointed by the Chairperson of FPPM with concurrence of the Executive Committee. Members of Committees and Task Forces shall serve for such terms as may be determined from time to time by the Board of Directors.

Section 2.04 Vacancies: All vacancies in the Board of Directors or Committees or Task Forces, whether caused by resignation, death, increase in the size of the Board of Directors or Committee or Task Force or otherwise, shall be filled by the Chairperson of FPPM.

Section 2.05 Removal of Directors/Committee/Task Force Members: A Director or member of a Committee or Task Force may be removed with or without cause by majority vote of the Board of Directors or automatically if all FPPM credential are revoked or not renewed; a replacement shall be appointed by the Chairperson of FPPM.

Section 2.06 Place of Meeting; Participation: The Board of Directors may hold their meetings at such place as determined by the Chair in consultation with the Executive Director. One or more Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A majority of voting Directors where a quorum is present is necessary to make a decision except where some other number is required by law or by these Bylaws. Mail and electronic voting is permitted. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Committees and Task Forces may hold their meetings at such place or places within or without the Commonwealth of Virginia as a majority of the Committee or Task Force Members may determine. One or more Directors/Committee/Task Force Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 2.07 Regular and Special Meetings:

(a) Regular meetings of the Board of Directors shall be held for the purpose of transacting business which may lawfully come before the meeting or at such other time as the Board of Directors shall from time to time by resolution determine. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of FPPM or any five voting Directors in office at the time.

(b) Meetings of a Committee or Task Force shall be held when called by the Chair of the Committee or Task Force or the Chairperson of FPPM.

Section 2.08 Notice of Meetings: Regular Meetings of the Board of Directors may be held without special notice. Notice of Special Meetings (which may be written or oral) shall specify the place, day, and hour of the meeting, and shall include a general statement of the purpose for which the meeting is called. Notice of any meeting of the Board of Directors need not be given to any Director if waived by the Director, whether before or after such meeting, or if the Director shall be present at or participate in such meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at such adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. A director's attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 2.09 Quorum: The presence of a majority of Directors shall constitute a quorum for transacting the business of a meeting of the Board of Directors.

Section 2.10 Action by the Board of Directors: Except where the Bylaws or applicable law requires a higher percentage, the vote of the majority of the voting Directors present at a meeting of the Board of Directors at the time of the vote, if a quorum is present at such time, shall be the action of the Board of Directors. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a unanimous written consent which sets forth the action is signed by each Director and filed with the minutes of the proceedings of the Board. An electronic signature is acceptable for this purpose.

Section 2.11 Adjournment: A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other by announcement at the meeting, which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

Section 2.12 Compensation: Directors shall not receive any stated salaries for their services as Directors, but nothing herein contained shall be construed to preclude any Director from serving FPPM in a capacity other than that of a Director and receiving compensation therefore, as determined by the voting members of the Board of Directors, for services rendered in that other capacity, nor shall it preclude reimbursement for actual expenses.

Section 2.13 Liability for Breach of Duty: A Director (or Committee or Task Force Member who is not a Director) shall not be personally liable to FPPM for monetary damages for a breach of the Director's/Committee/Task Force member's fiduciary duty, except that this Section shall not eliminate or limit the liability of a Director for any of the following:

Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
An act or omission that is grossly negligent.
Acts for which liability may not be limited pursuant to State law.

ARTICLE III - OFFICERS

Section 3.01 Number: FPPM shall have a minimum of five Officers: a Chairperson, Vice-Chairperson, Treasurer, Secretary, and Past Chairperson. The Board Of Directors may also appoint such other Officers as it may deem necessary for the transaction of the business of FPPM, including an Executive Director (as described in Section 5.07) and one or more vice-chairpersons, assistant secretaries and assistant treasurers.

Section 3.02 Appointment and Term of Office: The Officers of FPPM shall be appointed by the Board of Directors no later than July 1st of each year. Each Officer shall hold office from the first meeting of the Board of Directors until June 30th or until the Officer's successor has been appointed and qualified, or until the Officer's death, or until the Officer shall resign or shall have been removed.

Section 3.03 Removal and Resignation: Any Officer may be removed by the Executive Committee with or without cause. An Officer may resign by written notice to the Board of Directors. The resignation shall be effective on its receipt by FPPM or at a subsequent time specified in the notice.

Section 3.04 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Chairperson.

Section 3.05 Chairperson of FPPM: The Chairperson of FPPM (who shall be a Director) shall preside at all meetings of the Board of Directors. The Chairperson shall have and perform such duties as typically associated with the office of Chairperson of the Board. In addition, the Chairperson may exercise such other powers as from time to time may be assigned to the Chairperson by these Bylaws or by the Board of Directors.

Section 3.06 Vice Chairperson: The Vice-Chairperson (who shall be a Director) shall have such powers as may be assigned to the Vice-Chairperson from time to time by the Board of Directors. In the absence or disability of the Chairperson , the Vice-Chairperson shall perform the duties and exercise the powers of the Chairperson.

Section 3.07 Executive Director: FPPM may retain an Executive Director. Should FPPM retain an Executive Director, the Executive Director shall in general supervise, control and manage all the business and affairs of FPPM. In consultation with the President and the Chief Executive Officer NPMA, the Executive Director: (i) shall have power to sign all certificates, contracts, obligations and other instruments of whatever character on behalf of FPPM; (ii) shall see that all orders and resolutions of the Board of Directors are carried into effect; and (iii) shall have the authority to employ professional and special assistance as the Executive Director determines reasonably necessary. The Executive Director may sign any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of FPPM, or shall be required by law to be otherwise signed or executed; and shall perform all other duties as may be prescribed by these Bylaws or by the Board of Directors from time to time. The CEO of NPMA shall nominate to the Board of Directors the person to serve as the Executive Director and the Executive Director shall consult with the CEO of NPMA on the management of FPPM.

Section 3.08 Treasurer: The Treasurer (who shall be a Director) shall have such powers as may be assigned to them by the Board of Directors. They will have charge and custody of and be responsible for all funds and securities correct and complete books and records of account of FPPM.

Section 3.09 Secretary: The Secretary (who shall be a Director) or their designee shall:

(a) Have the duty that the minutes are kept for the Board of Directors, and Committees and Task Forces, if any, in one or more books, electronic or otherwise, provided for that purpose.

(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(d) In general, perform all duties incident to the offices of secretary and such other duties as from time to time may be assigned by the FPPM Chairperson or by the Board of Directors.

Section 3.10 Past Chairperson: The Past Chairperson (who shall be a Director) shall support the Chairperson and other Officers as needed and Chair the Nominating Committee.

ARTICLE IV - COMMITTEES AND TASK FORCES

Section 4.01 Committees:

(a) Executive Committee. The Executive Committee will be composed of the following individuals: the CEO of NPMA, the Executive Director of FPPM (should FPPM retain an Executive Director), and the Officers of FPPM. Except for issues expressly reserved to the Board of Directors, the Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of FPPM. The Executive Committee shall inform the Board of Directors of material decisions made in the interim between Board meetings; the Executive Committee shall seek full Board ratification of material Executive Committee actions.

(b) Nominating Committee. The Nominating Committee is responsible for nominating individuals to serve on the Board. Not less than (45) days prior to June 1, the Chairperson shall appoint members of the Committee to include up to and not less than five (5) individuals who would be eligible to run for a Director position, one of whom shall be the Past Chairperson and one of whom shall be another past Chairperson. One shall have served on the previous year’s Nominating Committee. The Past Chairperson shall serve as Chair of the Committee. The Chairperson will sit as a non-voting member of the Committee.

(c) Bylaws Task Force: At a maximum frequency of every 3 years, a Bylaws Review Task Force shall be appointed by the Executive Committee to review the Bylaws and Policies.

(d) Other Committees and Task Forces: The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more other Committees or Task Forces, each Committee or Task Force to consist of two or more Directors, to have and to exercise such powers of the Board of Directors as the Board by such resolution may provide. No Committee or Task Force, however, may fix compensation of the Directors for serving on the Board or a Committee or Task Force.

Section 4.02 Meetings: Meetings of Committees and Task Forces shall be held whenever called by the Chairperson of FPPM or the Chair of any Committee or Task Force. Should FPPM appoint an Executive Director, the Executive Director may also call Committee or Task Force meetings. Members of Committees or Task Forces may participate in meetings by means of conference telephone or similar communications equipment. Notice of each meeting shall be given personally or by telephone to each member of the Committee or Task Force not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member, however, if waived by the member, whether before or after such meeting, or if the member shall attend or participate in such meeting. Any meeting of a Committee or Task Force shall be a legal meeting without any notice thereof having been given if a majority of the members of the Committee or Task Force shall be present or participating thereat. Each Committee or Task Force may fix its own rules of procedure, and shall keep such records of their proceedings as they shall deem appropriate. Decisions of the Executive Committee shall be subject to ratification, revision or alteration by the Board of Directors; decisions of all other Committees or Task Forces shall be subject to ratification, revision or alteration by the Executive Committee.

Section 4.03 Quorum and Manner of Acting: A majority of the members of a Committee or Task Force shall constitute a quorum for the transaction of business, and the act of a majority of those participating at a meeting thereof at which a quorum is present or participating shall be the act of the Committee or Task Force.

Section 4.04 Action by Consent: Any action which may be taken at a meeting of a Committee or Task Force may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by a majority of the members of the Committee or Task Force.

ARTICLE V - GENERAL PROVISIONS

Section 5.01 Use of Funds: Corporate funds shall be expended only for the purposes consistent with its status as a as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law).

Section 5.02 Bank Accounts: The funds of FPPM shall be deposited in the name of FPPM in such bank and banks or trust company or trust companies as the Executive Committee shall designate.

Section 5.03 Fiscal Year: The fiscal year of FPPM shall begin on the first day of July in each year and end on the 30th day of June.

Section 5.04 Seal: The seal of FPPM shall consist of two concentric circles between which shall be the name of FPPM, the word Commonwealth of Virginia and the year "2003", and in the center of which shall be inscribed the words "Corporate Seal".

Section 5.05 Notice: Notice may be communicated in person; by telephone, electronic mail or other form of wire or wireless communication; or by mail or private carrier. Such notice deemed to have been given under these Bylaws may be waived by the person entitled thereto.

Section 5.06 Use of Funds Upon Dissolution: FPPM shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and the Articles of Incorporation. On dissolution of FPPM, any funds remaining shall be distributed as required by FPPM's Articles of Incorporation; to the extent allowed by law, priority shall be given to distribution of the funds to National Pest Management Association, Inc.

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 6.01 Indemnification for Actions, etcetera, Other Than by or in the Right of the FPPM: FPPM shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of FPPM) by reason of the fact that the person is or was a Director, Officer, Committee or Task Force member, employee or agent of FPPM, or is or was serving at the request of FPPM as a Director, Officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit against expenses (including attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe that conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of FPPM, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

Section 6.02 Indemnification for Actions, etcetera, by or in the Right of FPPM: FPPM shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of FPPM to procure a judgment in its favor by reason of the fact that the person is or was a Director, Officer, Committee or Task Force member, employee or agent of FPPM, or is or was serving at the request of FPPM as a Director, Officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise whether for profit or not against expenses (including attorneys' fees and amounts paid in settlement) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to, the best interests of FPPM, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to FPPM unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper.

Section 6.03 Determination of Right to Indemnification: Unless the person to be indemnified has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 9.01 or 9.02 of this Article or in defense of any claim, issue or matter therein (in which event the person shall be indemnified against expenses, including attorneys' fees, as a matter of right), or unless ordered by a court, any indemnification under Sections 9.01 or 9.02 of this Article shall be made by FPPM only as authorized in the specific case upon a determination that indemnification of the Director, Officer, Committee or Task Force member, employee or agent is proper in the circumstances because the person had met the applicable standard of conduct set forth in this section. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were/are not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Section 6.04 Prepayment of Expenses: Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by FPPM in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 9.03 of this Article upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by FPPM. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 6.05 Other Rights and Remedies: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.06 Insurance: Upon resolution passed by the Board of Directors, FPPM may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Committee or Task Force member, employee or agent of FPPM, or is or was serving at the request of FPPM as a Director, Officer, Committee or Task Force member, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of their status as such, whether or not FPPM would have the power to indemnify the person against such liability under the provisions of this Article.

ARTICLE VII - AMENDMENTS

Section 7.01: The Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the majority of Directors then in office at any regular or special meeting duly convened after notice to the Directors of that purpose, except that: (i) this section shall not be altered or amended by the Board of Directors and (ii) where any section requires more than a majority vote before a particular action may be taken, such section cannot be amended except by the affirmative percentage vote currently set forth in these Bylaws for the taking of the covered action.

ARTICLE VIII - BYLAWS SUBJECT TO PROVISIONS OF ARTICLES OF INCORPORATION

Section 8.01: In case of any conflict between the provisions of these Bylaws and the Articles of Incorporation, the provisions of the Articles of Incorporation shall control. With respect to any provisions required to be set forth in the Bylaws, the applicable provisions of the Articles of Incorporation are incorporated herein by reference and shall be deemed a part of these Bylaws.

ARTICLE IX - DISPUTE RESOLUTION

Section 9.01: All disputes between and among FPPM, its Directors and Officers relating to the management of FPPM and the application of these Bylaws shall be resolved exclusively by arbitration in Fairfax County, Virginia according to the rules of the JAMS then in effect. The arbitrator may award attorneys' fees and costs to the prevailing party in any such arbitration.