QualityPro Bylaws & Membership Agreement

Bylaws

Article I: Introductory Provisions
Article II: Members
Article III: Application Fees and Dues
Article IV: Directors/Committee Members
Article V: Officers
Article VI: Executive and Membership Committees
Article VII: Meetings
Article VIII: General Provisions
Article IX: Indemnification of Directors, Officers and Others
Article X: Amendments
Article XI: Bylaws Subject to Provisions of Articles of Infoundation
Article XII: Dispute Resolution

BYLAWS OF THE FOUNDATION FOR PROFESSIONAL PEST MANAGEMENT, INC.

ARTICLE I - INTRODUCTORY PROVISIONS

Section 1.01. Name: The Foundation shall be known as The Foundation for Professional Pest Management.

Section 1.02 Registered Office: The registered office of the Foundation 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.

Section 1.03 Other Offices: The Foundation may also have offices at such other places, either within or without the Commonwealth of Virginia as the Board of Directors may from time to time determine or as the business of the Foundation may require or make desirable.

ARTICLE II - MEMBERS

Section 2.01 Membership Qualifications: Membership in the Foundation shall be available to firms meeting the eligibility requirements established by the Board of Directors. Membership shall be nontransferable.

Section 2.02 Process for Membership:

(a) Any entity seeking membership must complete an application and pass such review process as may be established from time to time by the Board of Directors.

(b) Applications will be accepted automatically if all requirements for membership are met. If an applicant is rejected for any reason, the applicant may seek reconsideration by submitting a written request to the Chairperson of the Foundation. The request for reconsideration shall provide a detailed explanation of the applicant's arguments as to why it satisfies the Foundation's standards for admission. Within 90 days after receipt of the request for reconsideration, the Compliance Committee shall determine the status of the application.

(c) An applicant who was rejected for membership may reapply after six (6) months from the date of the final decision of the Foundation.

Section 2.06 Use of Trademarks/Service/Certification Marks: Subject to such rules as may be established by the Board of Directors, members in good standing may hold themselves out to the public as being members of the Foundation and may use such trademarks, service marks or certification marks as may be established by the organization to designate such membership.

ARTICLE Ill - APPLICATION FEES AND DUES

Section 3.01 Fees: The Foundation shall require an application fee and dues as may be established from time to time by the Board of Directors. The Board of Directors shall further have the authority to make special assessments as it deems necessary.

ARTICLE IV - DIRECTORS/COMMITTEE MEMBERS

Section 4.01 Board of Directors/Committees:

(a) The business of the Foundation shall be managed by and under the direction of its Board of Directors and/or such Committees as may be established by the Board of Directors. The standards for admissions to the Foundation 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 the Foundation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation of the Foundation or these Bylaws directed and required to be exercised or done by the members.

Section 4.02 Composition of the Board/ Committee: For year one, Directors shall be appointed by a joint decision of the Chairperson of the Foundation and the President of the National Pest Management Association (NPMA). The number of Directors constituting the entire Board of Directors shall be composed of not less than 10 individuals. All members of the Board of Directors must be members in good standing of the Foundation. Each year thereafter, nominees will be nominated and approved by the Foundation Board of Directors under such rules approved by the Board of Directors. For year one the Chairperson of the Foundation will be appointed by the NPMA President. In future years the Chairperson will be elected by the Board of Directors under such rules as approved by the Board of Directors. The President of NPMA and the Chief Executive Officer of NPMA shall have a standing position on the Foundation Board.

Section 4.03 Appointment and Terms:

(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 members and Chairs will be appointed by the Chairperson of the Foundation with concurrence of the Foundation Board. Members of Committees shall serve for such terms as may be determined from time to time by the Board of Directors.

Section 4.04 Vacancies: All vacancies in the Board of Directors or Committees, whether caused by resignation, death, increase in the size of the Board of Directors or Committee or otherwise, shall be filled by the Chairperson of the Foundation.

Section 4.05 Removal of Directors/Committee Members: A Director or Committee Member may be removed with or without cause by majority vote of the Board of Directors or automatically if Foundation membership is revoked or not renewed; a replacement shall be appointed by the Chairperson of the Foundation.

Section 4.06 Place of Meeting; Participation: The Board of Directors may hold their meetings at such place or places within or without the Commonwealth of Virginia as a majority of the voting Directors may determine. 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. Proxy voting is permitted. Mail and electronic voting is permitted. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Committees may hold their meetings at such place or places within or without the
Commonwealth of Virginia as a majority of the Committee Members may determine.
One or more Directors/Committee 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 4.07 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 the Foundation or any five voting Directors in office at the time.

(b) Meetings of a Committee shall be held when called by the Chairperson of the Committee or the Chairperson of the Foundation.

Section 4.08 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.

Section 4.09 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 4.10 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. If all the voting Directors without a meeting shall consent in writing to any action, taken or to be taken, such action shall be as valid corporate action as though it had been authorized at a meeting of the Directors. The written consents shall be filed with the minutes of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote of the voting members of the Board of Directors at a duly called and duly constituted meeting.

Section 4.11 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 4.12 Interested Directors; Quorum: No contract or transaction between the Foundation and one or more of its Directors or Officers, or between the Foundation and any other Foundation, partnership or other organization in which one or, more of the Directors or Officers of the Foundation are Directors or Officers, or are otherwise interested, shall be void or voidable solely for such reason, or solely because such Director or Officer is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because the Director or Officer or their votes are counted for such purpose, if (i) the material facts as to the Director or Officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of any common or interested Director or Directors; or (ii) the material facts as to Director or Officer's relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved or ratified by vote of the members; or (iii) the contract or transaction is fair and reasonable as to the Foundation as of the time it is authorized, approved or ratified by the voting Directors of the Board of Directors or the members. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes, approves or ratifies a contract or transaction specified in this section. Each Officer, Director, or member of the Foundation, in their individual capacity or in any other capacity, shall be free in all respects to engage in, to conduct or participate in any business or activity whatsoever and without limitation, and to do all acts and things incidental to such business, without accountability, liability, or obligation whatsoever to the Foundation or any other Officer, Director, or member, even if such business or activity competes with or is enhanced by the business of the Foundation.

Section 4.13 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 the Foundation 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 4.14 Liability for Breach of Duty: A Director (or Committee Member who is not a Director) shall not be personally liable to the Foundation or its members for monetary damages for a breach of the Director's/Committee 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 V - OFFICERS

Section 5.01 Number: The Foundation shall have a minimum of three Officers: a Chairperson of the Foundation, a Vice-Chairperson and a Secretary-Treasurer. The Board Of Directors may also appoint such other Officers as it may deem necessary for the transaction of the business of the Foundation, including an Executive Director (as described in Section 5.07) and one or more vice-presidents, assistant secretaries and assistant treasurers.

Section 5.02 Appointment and Term of Office: The Officers of the Foundation shall be appointed by the Board of Directors no later than July 1st of each year. Each Officer shall hold office until 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 5.03 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 Foundation. The resignation shall be effective on its receipt by the Foundation or at a subsequent time specified in the notice.

Section 5.04 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Chairperson.

Section 5.05 Chairman of the Foundation: The Chairperson of the Foundation (who shall be a Director) shall preside at all meetings of the Board of Directors and them embers. 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 him by these Bylaws or by the Board of Directors.

Section 5.06 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 5.07 Executive Director: The Foundation may retain an Executive Director. Should the Foundation retain an Executive Director, the Executive Director shall in general supervise, control and manage all the business and affairs of the Foundation. 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 the Foundation; (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 the Foundation, 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 the Foundation.

Section 5.08 Secretary-Treasurer: The Secretary-Treasurer (or designee) shall:

(a) Keep the minutes of the proceedings of the members, Board of Directors, and Committees, if any, in one or more books 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;

(c) Be custodian of the records and of the seal of the Foundation and see that the seal of the Foundation in affixed to all documents the execution of which on behalf of the Foundation under its seal is duly authorized;

(d) Have general charge of the records of the Foundation;

(e) Have charge and custody of and be responsible for all funds and securities of the Foundation, receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, and deposit all such moneys in the name of the Foundation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws.

(f) Have charge and custody of, and be responsible for keeping of, correct and complete books and records of account of the Foundation;

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

Section 5.09: Subject to ratification by the full Board of Directors, each Officer shall be appointed by the Chairperson of the Foundation the first year and by the Board of Directors each year thereafter.

ARTICLE VI - EXECUTIVE AND MEMBERSHIP COMMITTEES

Section 6.01 Committees:

(a) Executive Committee The Executive Committee will be composed of the following individuals: the CEO of NPMA, the Executive Director of the Foundation (should the Foundation retain an Executive Director), and the Officers of the Foundation and the President of NPMA or their designee. 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 the Foundation. 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) Compliance Committee The Board of Directors may appoint a Compliance Committee whose function will be, the evaluation of applications for membership which have been previously rejected, and review the qualifications of membership status in the event that a complaint is filed against a member. In carrying out this function, the Compliance Committee shall be guided by the Foundation's purpose of promoting higher business standards and better business methods in the pest management industry. The Compliance Committee will have the right to conduct random audits of existing member companies to ensure compliance with membership standards and requirements. Members of the Compliance Committee need not be members of the Board of Directors or of the Foundation. Subject to the Approval of the Board of Directors, the Compliance Committee shall have the authority to retain outside experts to assist it in the performance of its duties. The Chairperson of the Foundation shall appoint the Compliance Committee's Chair. The Compliance Committee shall assure that the Foundation's criteria for membership and recognition programs are in accordance with all applicable laws.

(c) Other Committees The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more other Committees, each Committee 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, however, may fix compensation of the Directors for serving on the Board or a Committee.

Section 6.02 Meetings: Meetings of Committees shall be held whenever called by the Chairperson of the Foundation or the Chair of any Committee. Should the Foundation appoint an Executive Director, the Executive Director may also call Committee meetings. Members of Committees 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 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 shall be a legal meeting without any notice thereof having been given if a majority of the members of the Committee shall be present or participating thereat. Each Committee 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 shall be subject to ratification, revision or alteration by the Executive Committee.

Section 6.03 Quorum and Manner of Acting: A majority of the members of a Committee 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.

Section 6.04 Action by Consent: Any action which may be taken at a meeting of a Committee 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.

ARTICLE VII - MEETINGS

Section 7.01 Place of meetings of Members: Meetings of members shall be held at the registered office of the Foundation or at such other place, within or without the Commonwealth of Virginia as may be fixed by the Board of Directors or the Chairperson of the Foundation or the Executive Director of the Foundation.

Section 7.02 Annual Meeting of Members: There shall be no annual meeting of the members. Members may, however, attend meetings of the Board of Directors subject to the right of the Board to go into executive session. In addition, the Board and Executive Director will disseminate an annual message to the members reviewing the activities of the Foundation.

ARTICLE VIII - GENERAL PROVISIONS

Section 8.01 Application Fees, Dues and Contributions: The Foundation may charge application fees and establish a dues structure. In addition, the Foundation may solicit contributions from private and public sources

Section 8.02 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 8.03 Bank Accounts: The funds of the Foundation shall be deposited in the name of the Foundation in such bank and banks or trust company or trust companies as the Board of Directors shall designate.

Section 8.04 Fiscal Year: The fiscal year of the Foundation shall begin on the first day of July in each year and end on the 30th day of June, unless otherwise provided by the Board of Directors.

Section 8.05 Seal: The seal of the Foundation shall consist of two concentric circles between which shall be the name of the Foundation, the word Commonwealth of Virginia and the year "2003", and in the center of which shall be inscribed the words "Corporate Seal".

Section 8.06 Notice: Written notice required under these Bylaws to be given to any person may be given either personally or by sending a copy thereof through the mail (including overnight mail) or by appropriate electronic means. When a notice at communication is required or permitted by these Bylaws or by statute to be given by mail, it shall be mailed, except as otherwise provided by statute, to the person to whom it is directed at the address designated by the person for that purpose or, if none is designated, at the person's last known address. The notice of communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified, or other first class mail except where otherwise provided by statute.

Section 8.07 Use of Funds Upon Dissolution: The Foundation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and the Articles of Incorporation, and no part shall inure, or be distributed, to the members of the Foundation. On dissolution of the Foundation, any funds remaining shall be distributed as required by the Foundation'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 IX - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 9.01 Indemnification for Actions, etcetera, Other Than by or in the Right of the Foundation: The Foundation 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 the Foundation) by reason of the fact that the person is or was a Director, Officer, Committee member, employee or agent of the Foundation, or is or was serving at the request of the Foundation 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 the Foundation or its members, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

Section 9.02 Indemnification for Actions, etcetera, by or in the Right of the Foundation: The Foundation 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 the Foundation to procure a judgment in its favor by reason of the fact that the person is or was a Director, Officer, Committee member, employee or agent of the Foundation, or is or was serving at the request of the Foundation 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 the Foundation or its members, 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 the Foundation 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 9.03 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 the Foundation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, Committee 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, or (iii) by the members.

Section 9.04 Prepayment of Expenses: Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Foundation 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 the Foundation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 9.05 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 members or 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 9.06 Insurance: Upon resolution passed by the Board of Directors, the Foundation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Committee member, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a Director, Officer, Committee 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 the Foundation would have the power to indemnify the person against such liability under the provisions of this Article.

ARTICLE X - AMENDMENTS

Section 10.01: 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 XI - BYLAWS SUBJECT TO PROVISIONS OF ARTICLES OF INCORPORATION

Section 11.01: 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 XII - DISPUTE RESOLUTION

Section 12.01: All disputes between and among the Foundation, its members, Directors and Officers relating to the management of the Foundation 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.

1. DEFINITIONS

Bylaws means the Foundation's corporate bylaws, as in effect and as amended from time to time.
Member means the undersigned Member.
Members mean all members of the Foundation.
Membership Marks means those names, symbols, designs, or combinations thereof adopted by the Foundation from time to time and provided to its Members for use solely to indicate that the Member meets the professional standards of the Foundation, including, but not limited to, the mark "QualityPro."
Confidential Information includes but is not limited to, discoveries, ideas, concepts and know-how relating to the Foundation's operations; business plans; membership lists; marketing concepts; proprietary ideas and concepts; trademarks; flow charts; data; computer programs; disks; marketing plans, and other technical, financial or business, and/or organizational information among other things, all of which are considered proprietary, confidential, trade secret information valuable to the Foundation.

2. MEMBERSHIP

Membership. Subject to the terms and conditions of this Agreement and the Bylaws, the Member agrees to become a Member of the Foundation and to comply fully with all requirements for such membership.
Qualifications. The Member shall satisfy, and continue to satisfy, the professional standards for the pest control industry as established from time to time by the Foundation and to pay all fees as established from time to time by the Board of Directors.
Member Benefits. The Member shall be entitled to the benefits provided by this Agreement and the Bylaws. The Member shall be entitled:

to use the Membership Marks (including the mark "QualityPro") under the terms of this Agreement and the Bylaws;
to participate in Foundation meetings;
to receive materials disseminated to Members;
to access the World Wide Web pages maintained by the Foundation (if any); and
to other benefits of such membership, as determined by the Board of Directors.

Use of Name. Pursuant to Section 5 below, the Member may publicly disclose that it is entitled to use the QualityPro designation. The Foundation shall have the right to include the Member's name in any lists of Members published by the Foundation and to announce that the Member has joined the Foundation and has qualified for QualityPro status.

3. OBLIGATIONS OF MEMBERS

Bylaws. The Member has reviewed, hereby approves and agrees to abide by the Bylaws. Terms used in this Agreement have the same meaning as when the same terms are used in the Bylaws.
Dues and Other Fees. The Member shall pay dues, fees and other assessments as established from time to time by the Board of Directors of the Foundation.
Expenses. The Member shall bear its own costs and expenses for its participation in the Foundation and the QualityPro program.
Antitrust Policy. The Member agrees to comply with all applicable antitrust laws pertaining to the Member's participation in the Foundation. Nothing in this Agreement shall be construed to require or permit conduct that violates any applicable antitrust law.
Regulatory Compliance. The Member agrees to not engage in a continuous pattern of willful and intentional violations of or showing disregard for state and federal laws and regulations.
Indemnification. The Member shall indemnify and hold the Foundation (and its officers, directors and agents) harmless against any and all claims of any kind relating to the operation of the Member's business, including, but not limited to, claims of negligence or intentional misconduct in connection with the providing of services or products to customers.
Confidential Information. The Member agrees that Confidential Information of the Foundation shall be maintained in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.
Audit. The Member agrees that the Foundation may audit the records of the Member Foundation or otherwise request information from the Member to assure the Member's compliance with this Agreement, including, but not limited to, the Member's compliance with the professional standards of the Foundation. The Foundation shall not have access to any records other than those necessary to assure the Member's compliance with this Agreement; all information obtained by the Foundation shall be maintained in the confidence.

4. LIMITED LICENSE

Grant of License. The Member is granted and agrees to be bound by a limited license to use the mark "QualityPro" solely to indicate membership in the Foundation. The Foundation hereby grants to Member the non-exclusive right and license to use the Membership Marks (including "QualityPro") during the term of the Member's membership in the Foundation solely for the purpose of identifying the Member as a member of the Foundation and solely for so long as the Member meets the professional standards as may be established from time to time for the QualityPro designation. Member acknowledges the Foundation's ownership of the Membership Marks, and agrees that it will do nothing inconsistent with such ownership and that all use of the Membership Marks by the Member shall inure to the benefit of the Foundation.
Limitations of Use of Membership Marks. The license granted herein is not assignable for any purpose whatsoever and the Member hereby recognizes that it has no title whatsoever to the Membership Marks other than a mere license to use the same as provided in this Agreement. Upon expiration or termination hereof, Member agrees to immediately discontinue all uses of the Membership Marks, to remove at its own expense all signs bearing any of the Membership Marks and to erase or obliterate any Membership Marks from advertising, including the Member's website, used by the Member. The Member agrees that it shall use only the then-current approved version of the Membership Marks, and, if used in advertising, the Membership Marks shall be clear, distinct, and legible. The Member agrees not to use the Membership Marks in a manner that would suggest or imply that any event, program, product, or service of Member is a product or service of, or is endorsed, or sponsored by the Foundation.
Rights of Foundation. All rights in the Membership Marks and the goodwill associated therewith shall at all times remain the property of the Foundation. Member shall cause to appear on or within all advertising, promotional or display material bearing any Membership Mark, notice of the Foundation's proprietary rights in any applicable Membership Mark as specified from time-to-time by the Foundation. Without limiting the foregoing, Member shall use the symbol ® with all federally registered Membership Marks. Member shall not acquire, by virtue of this Agreement or the Member's membership in the Foundation any right, title or interest in or to the Membership Marks, other than the non-exclusive right and license to use the same in the manner provided herein.
Protection of Membership Marks. Member acknowledges and agrees that its right to use the Membership Marks shall be limited to the scope of the license granted herein. Member acknowledges and agrees that the obligations imposed on Member by this Agreement are unique, and that the breach of any such obligation would injure the Foundation; that such injury is likely to be difficult to measure, and that monetary damages, even if ascertainable, are likely to be inadequate compensation for such injury. Therefore, Member acknowledges and agrees that protection of the Foundation's interest in the Membership Marks would require equitable relief, including injunctive relief, in addition to any other remedy or remedies the Foundation may have at law or under this Agreement. Member does hereby accept the license to display the Membership Marks upon the terms and conditions herein set forth, it being understood that, any other provision of this Agreement notwithstanding, in the event of a breach by Member of any condition or provision herein relating to the Membership Marks, the Foundation shall have the unqualified right to terminate this license immediately upon written notice to Member and to file suit for injunctive and monetary relief under state and federal law.
Termination of License. The license to use the Membership Marks shall automatically terminate, without notice from the Foundation, and the right of Member to use the Membership Marks shall immediately cease in the event that the Member's membership in the Foundation expires or is terminated for any reason pursuant to the procedures of this Agreement or the Bylaws. However, the Foundation may, at its sole discretion, permit the Member to continue to use the Membership Marks if in the judgment of the Foundation the renewal of the Member's status as a member of the Foundation appears imminent. In the event of termination of the license granted herein, Member shall forthwith surrender the negatives, positives, prints, mats or dyes of the Membership Marks in the Member's possession or control to the Foundation.

5. TERM AND TERMINATION

Term. Unless terminated as provided herein, this Agreement shall remain in full force and effect, renewing annually upon the Member's payment of dues.
Termination by Member. The Member may withdraw from membership by terminating this Agreement at any time upon the giving of written notice to the Board of Directors. Member shall be obligated to pay dues, assessments, or fees which accrued prior to the effective date of termination.
Termination by QualityPro. The Foundation may terminate this Agreement on written notice, if the Member breaches its obligation under this Agreement or the Bylaws (including, but not limited to, failing to maintain professional standards as established from time to time by the Foundation). However, unless this Agreement or the Bylaws provides otherwise, the Foundation shall first give Member written notice and thirty (30) days' opportunity to cure the breach prior to the effective date of the termination.
Compliance Committee. Should the grounds for a proposed termination be the alleged failure of the Member to meet professional standards of the Foundation (so as to remain qualified to use the QualityPro designation), the Member shall have an opportunity (prior to the effective date of the termination) to contest the termination before a Compliance Committee to be established by the Board of Directors.

6. DISPUTE RESOLUTION

Termination For Failure to Meet Professional Standards. If pursuant to Section 5.4 a Compliance Committee recommends termination of the Member for failure to meet professional standards, the Member shall have the right to seek review of the Compliance Committee's decision before an arbitrator appointed by JAMS in Fairfax County, Virginia. The demand for review by the arbitrator must be made within thirty (30) days of the date the Compliance Committee issues its decision recommending termination. The Member shall be solely responsible for all costs associated with such review. The decision of the arbitrator shall be final and binding as between the Member and the Foundation.
Other Disputes. Any and all disputes between the Member and the Foundation (other than as addressed in Section 6.1) and any and all disputes between Members of the Foundation relating to the QualityPro program, shall be resolved by binding arbitration in Fairfax County, Virginia under the rules of JAMS. The prevailing party in such arbitration shall be entitled to its reasonable attorneys' fees. The costs of the arbitration shall be borne equally by the parties.
Limitations on Liability. In no event shall the termination of the Member's membership or the revocation of the license set forth in Section 4 of this Agreement (with or without reason or cause) subject the Foundation (or any of its officers, directors, employees or agents) to a suit, counterclaim, or judgment for damages of any kind.

7. OTHER PROVISIONS

No Transfer. The Member may not transfer, assign or sublicense any of its rights or obligations under this Agreement without the prior written consent of the Foundation. Any attempted transfer in violation of this Section is null and void.
Notice. The Member designates the representative identified below for the purpose of receiving notice under this Agreement. The Member may change the designated representative by written notice to the Foundation. If the Member fails to designate a representative, notice may be sent to the Member at its address stated below. Any notification made under this Agreement shall be deemed delivered on the next business day following it being sent by electronic mail, by facsimile, by express mail or by courier, or three (3) days after being sent first-class mail, postage prepaid, addressed to the Member's designated representative at the address provided.
No Joint Venture. Nothing contained in this Agreement and no action taken by the Member shall be deemed to render the Member an employee, agent or representative of the Foundation or any other Member or nor shall any action be deemed to create a partnership, joint venture or syndicate among or between any of the Members with the Foundation.
Governing Law. This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the Commonwealth of Virginia, excluding conflict-of-law principles that would cause the application of the laws of any other jurisdiction.
Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect; and a substitute, valid, and enforceable provision most nearly reflecting the original intent shall be developed in place of the invalid provision.
Amendments. This Agreement may be amended on a nondiscriminatory basis by the affirmative vote of at least two-thirds (2/3) of the Board of Directors. The Member shall be given at least thirty (30) days' prior written notice of the effective date of an amendment, and amendments shall be prospective only. A Member shall be bound by a duly adopted amendment, unless it elects to terminate this Agreement and its membership in the Foundation.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Integration. This Agreement supersedes and replaces any and all prior representations, agreements and understandings relating to the Member's membership in the Foundation, except the Bylaws.
Authority. The Member represents and warrants that it is authorized to enter into this Agreement. The undersigned person represents and warrants that he/she is authorized to sign this Agreement on behalf of the Member.

8. EFFECTIVE DATE

This Agreement shall be effective when it is accepted by the Foundation.

9. QUALITYPRO GRIEVANCE PROCEDURES

Objective. In order for the QualityPro program to raise the performance and customer service benchmarks for the industry, grievance procedures for the QualityPro program are vital. Grievance procedures will ensure that any complaint about a QualityPro company or a QualityPro candidate will be thoroughly investigated and resolved.
Scope. The Grievance Procedures apply only to investigations of complaints about QualityPro or QualityPro candidates and the scope of the investigation may only involve a complaint that the company is not in compliance with qualifications set forth by the QualityPro board. The QualityPro board may not investigate complaints against QualityPro companies, QualityPro candidates, or regular members beyond this scope. QualityPro candidates shall be defined as companies that have sent in their affidavits of compliance but have not yet been approved.
Composition. The Grievance Committee shall be composed of five individuals, the QualityPro Chairperson, one attorney, one human resources expert, and two QualityPro Directors, appointed annually at the first meeting of the QualityPro Board in each NPMA fiscal year. If any members of the Grievance Committee are in direct competition with a company being investigated or there is any conflict of interest, the members shall recuse themselves and the QualityPro Chairperson will appoint a replacement for that complaint only.
Complaint Origination. There are no restrictions as to origin of complaint. Complaints may originate from customers, companies, regulators, or other sources. In order to guarantee that all information is received in a similar manner, complainant must complete a complaint form which can be requested by e-mailing qualitypro@pestworld.org. The complaint form is used to make sure that all facts are presented fairly and in the words of the complainant. All complaints must be sent to NPMA directly via qualitypro@pestworld.org.
Workflow. Upon receipt of a complaint, staff will review it to ensure that it is within the scope of QualityPro and criteria set forth above. For example, if the complaint is regarding something not QualityPro related, staff will notify complainant that it is not a QualityPro issue and will forward the complaint to the company explaining that it is not within the scope of QualityPro but as a member service, we send complaints for resolution by the company. After being determined that a complaint is within the scope of QualityPro, staff will remove the name and send a copy to the company via certified mail with a response form. The response form is due back to NPMA by certified mail within ten days after receipt by the company. After investigation by staff, one copy of the complaint and one of the responses will be sent to each member of the Grievance Committee. Non-response by the company shall not stop the process and will be viewed as a company response of no-contest. Staff shall note this in the transmittal packet. The chair will convene a conference call to be held within thirty days of distribution of the complaint. A majority of the Grievance committee must be on the call (three members) as shall the QualityPro attorney. At least one staff member must also be on the call. One staff member shall be responsible for recording notes. All complaints shall have one of three resolutions based upon action of the majority of the Grievance Committee:

No action.
Company is to be given a certain length of time to correct out of tolerance conditions. In the case of candidates (or currently called applicants), approval is suspended until corrections are made.
Membership in QualityPro is revoked. This option shall be in cases only where the person signing the affidavit knowingly violated the Qualifications of QualityPro and has not made corrections. A company whose membership is revoked may reapply after one year. If a company’s membership in QualityPro is revoked, that company may not use the logo in any new advertising and may not present themselves as a QualityPro company.

Grievance Committee shall notify the company of disposition of the complaint and necessary action within ten days after the conference call via certified mail. It shall be incumbent upon the company to provide proof of corrective action to the satisfaction of the Grievance Committee by signed affidavit. Grievance Committee reserves the right to ask for further proof or documentation. Grievance committee can reinstate or confirm compliance if necessary. Complainant shall also receive a copy of the disposition.

Confidentiality. All activities by the Grievance Committee shall be held confidential. If suspended the company shall be described as Inactive QualityPro, which is the same category as a company that does not renew their designation.
Appeals. If a company wishes to appeal, they may send a certified letter outlining their case within thirty days of receiving the Grievance Committee notification of disposition. Appeals will be heard by the entire QualityPro Board via conference call to be set not less than thirty days after notification by company. Dispositions of the Board are final and the Board’s decision will be to solely uphold the Grievance Committee or reject the Grievance Committee decision. Company must provide justification for appeal to the Board. All action will require a quorum of the Board and a majority of members voting.