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  By-Laws of the Pennsylvania Septage Management Association  
 

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Please click here to view the current Bylaws of the Pennsylvania Septage Management Association.

ARTICLE I -- OBJECTIVES

PSMA and its members shall:

1. Protect the health and quality of life of Pennsylvania citizens through a commitment to and practice of:
  A. Sound management of on-site sewage treatment and disposal systems
  B. Environmental responsible management, collection, treatment, and disposition of biosolids
  C. A code of ethics
  D. Performance standards
  E. Application of ethical business practices
2. Protect the interests of the industry through:
  A. Encouragement of uniform regulatory enforcement
  B. Advocacy of these objectives before all assemblies
  C. Research into matters affecting the industry
  D. Education of all publics, regarding the industry, its practices, and services

ARTICLE II -- OFFICES

1. The registered office of the corporation shall be at such other places as the State Board of Directors may from time to time appoint or the activities of the corporation may require.

ARTICLE III -- SEAL

1. The corporate seal, if any, shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania."

ARTICLE IV-- MEMBERS

1. Applications for membership,when accompanied by the proper payment, shall be accepted and processed upon receipt by the individual so designated by the Board of Directors when the applicant has the following qualifications:
  A. REGULAR MEMBERS. A regular member shall be a company, corporation sole proprietorship or municipal authority engaged in or associated with the management, generation, transportation, treatment or utilization of sewage, sludge, septage or biosolids or onlot wastewater systems including but not limited to pumpers and installers. Regular Members shall pay membership dues as established by the State Board of Directors and shall have all rights and privileges of membership, including the right to vote, as established by the by-laws.
  B. ASSOCIATE MEMBERS. An Associate Member shall be a company, corporation, sole proprietorship or municipal authority not engaged in, but associated with, the generation, transportation, treatment or utilization of sewage, sludge, septage or biosolids which shares the goals and purposes of the Pennsylvania Septage Management Association and its programs and which wishes to support the continuing development of the organization. Associate Members shall pay membership dues as established by the State Board of Directors and shall have all rights and privileges of membership except voting.
  C. INDIVIDUAL AFFILIATE MEMBERS. An Individual Affiliate Member shall be a natural person not engaged in, but associated with, the generation, transportation, treatment or utilization of sewage, sludge, septage or biosolids, who shares the goals and purposes of the Pennsylvania Septage Management Association and its programs and who wishes to support the continuing development of the organization. Individual Affiliate Members shall pay membership dues as established by the State Board of Directors and shall have all rights and privileges of membership except voting.
  D. Every regular and associate member shall designate a natural person as a Delegate.
    i. The Delegate shall be the individual to whom all communications from this Association shall be addressed.
    ii. This person shall be the member's Delegate entitled to cast votes on behalf of the member at association meetings.
    iii. Only persons designated as Delegate shall be eligible to serve as an association Officer or Director at the state level.
  E. HONORARY MEMBERS. May be designated by the Board of Directors. Honorary members may be an individual, a company a sole proprietorship or a municipal authority which shall have all rights and privileges of regular membership except voting.
2. The State Board of Directors may determine from time to time the amount of initiation fees, if any, annual dues payable by Members and Associate Members, and the distribution and collection of dues between State and Regional organizations.
3. The State Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing. Termination of membership shall be automatic for any member who shall be in default in the payment of any dues or assessments.
4. Upon written request signed by a former member and filed with the Secretary, the State Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
5. Membership in this corporation is not transferable or assignable.
6. Regular, Associate, and Honorary Members shall be permitted to attend any regular Regional or State meetings of members of the Board of Directors of this corporation, provided, however, that members shall be designated by region of principal business activity for purpose of voting at regional meetings.

ARTICLE V -- MEETINGS OF MEMBERS

1. REGIONAL MEETINGS
  A. The Association shall establish Regions following the lines used for establishing the Pennsylvania Department of Environmental Protection Regions.
  B. Regional meetings shall be held at such times and place as may be designated by the members of the Region, and at least annually for purpose of electing persons to fill offices of Regional President, Vice-President, Secretary, and Treasurer. The election and installation of Regional Officers shall take place at the last Regional meeting prior to the Association Annual Meeting. In the absence of a Regional meeting, election of officers shall take place at a Regional caucus during the Annual Meeting. The term of office shall be for one year.
2 STATE MEETINGS
  A. The Annual meeting of the members shall be held once in each year to transact such business as may properly be brought before the meeting.
  B. If any annual meeting required to be held shall not be called and held within fifteen months after the last annual meeting, any member may call such meeting.
  C. Special meetings of the members may be called at any time by the Board of Directors, or upon written request of members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. At any time, upon appropriate request for a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than thirty days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons requesting the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.
  D. The Secretary of the State or Region, as the case may be, shall give written notice of every meeting of the members, stating the time, place and object thereof, to each member of record entitled to vote at the meeting, at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. Where such greater period of notice is required, the Secretary shall give ten (10) days notice. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.
  E. Any action which may be taken at a meeting of the members 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 who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the corporation.
  F. In advance of any meetings of members, the Board of Directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member, shall, make such appointment at the meeting. The number of judges shall be one or three. No person who is a candidate for office shall act as a judge.
3. VOTING
  A. Voting may be by ballot, mail or any reasonable means determined by the State Board of Directors.
  B. Every Regular Member is entitled to one vote on any action coming before the body.
  C. The person designated Delegate by the Regular Member shall be the sole person authorized to cast votes on behalf of the respective Regular Member.
  D. Voting by proxy shall not be allowed.

ARTICLE VI -- DIRECTORS

1. The business and affairs of this corporation shall be managed by its Board of Directors, who shall be natural persons of full age, designated as Delegates by Regular members, who shall conduct the business and be in general charge of the affairs of this Association.
2. Three persons shall be elected from each Region to represent the Region on the Board of Directors. The election and installation of the Directors shall take place at the last Regional meeting prior to the Association Annual Meeting. In the absence of a Regional meeting, election of the Directors shall take place at a Regional caucus during the Annual Meeting. At the initial meeting of the Region, 3 Directors shall be elected. One for 1 year, one for 2 years, and one for 3 years. Thereafter, one Director shall be elected each year for a 3 year term.
3. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the members.
4. The meetings of the Board of Directors may be held at such times and at such places as a majority of the Directors may from time to time select.
5. Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least ten days prior to the day named for the meeting.
6. Eleven Directors or sixty per cent (60%) of the Directors in office if less than eighteen are in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Voting by the Board of Directors shall be conducted by roll call at the discretion of the President or question from the floor. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by a quorum of all of the Directors in office and filed with the Secretary of the corporation.
7. The Board of Directors may declare vacant the office of a Director if he is declared of unsound mind by an order of court or is convicted of felony, or if within sixty days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements of qualification as the By-Laws may specify.

ARTICLE VII -- OFFICERS

1. The executive officers of the corporation shall be chosen by the Board of Directors at the last Board of Directors meeting prior to the Association Annual Meeting and shall be a President, Vice-President, Secretary, Treasurer. The executive officers shall be installed at the close of the Association Annual Meeting.
  A. A state Officer shall be a person named a Delegate by a Regular Member and have at least one years' prior service as a Regional Officer or State Director;
  B. State Officers shall hold their offices for a term of one year and shall have such authority and shall perform such duties as are provided by these By-Laws.
  C. Each Officer shall also serve on the Board of Directors. The Board of Directors may secure the fidelity of any or all such officers employees or contractors by bond or otherwise.
2. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. He shall be Ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
3. The Vice-President shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as he may be required to do from time to time.
4. The Secretary shall attend all sessions of the Board and all meeting of the members and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in the book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
5. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial conditions of the corporation.

ARTICLE VIII -- VACANCIES

1. If the office of any executive officer, one or more, becomes vacant for any reason, the Board of Directors of the State shall choose a successor or successors, who shall hold office for the unexpired term of the office in which the vacancy occurred.
2. Vacancies in the Board of Directors shall be filled by an election in the region where the vacancy exists. The elected Director shall hold the directorship for the unexpired term.
3. If the office of any officer of a Region, one or more, becomes vacant for any reason, the Regional membership shall choose a successor or successors, who shall hold office for the unexpired term.

ARTICLE IX -- BOOKS AND RECORDS

1. The corporation shall keep an original or duplicate record of the proceedings of the members and the Directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
2. Every Regular member shall have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE X -- MEMBERSHIP CERTIFICATES

1. Membership in the corporation shall be evidenced by annually issued Certificates of Membership which shall be in such form and style as the Board of Directors may determine. They shall bear the signature (or facsimile) of the President and,if a corporate seal exists, they shall bear the corporate seal.

ARTICLE XI -- TRANSACTION OF BUSINESS

1. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a two-thirds vote of the Board of Directors, except that whenever there are twenty-one or more Directors, the vote of a majority of the members in office shall be sufficient. Unless otherwise restricted in these By-Laws, no vote or consent of the members shall be required to make effective trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
2. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors, or officers of the corporation.
3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
4. The Board of Directors, may, at its discretion, hire personnel or contract for services as the Board deems necessary to conduct the business and further the goals of the Association.

ARTICLE XII -- ANNUAL REPORT

1. The Board of Directors shall present annually to the members a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following:
  A. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.
  B. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
  C. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
  D. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
  E. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found. This report shall be filed with the minutes of the meeting of the members.

ARTICLE XIII -- NOTICES

1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or, in the case of Directors, supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when postmarked in the United States mail or with a telegraph office for transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws. When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
2. Whenever any written notice is required to be given under the provisions of the statute or the Articles of Incorporation or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of members, such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XIV -- MISCELLANEOUS PROVISIONS

1. The fiscal year of the corporation shall begin on the first day of January.
2. One or more persons may participate in a meeting of the Board or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participants in a meeting pursuant to this section shall constitute presence in person at such meeting.
3. So long as the corporation shall continue to be organized on a non-stock basis, the Board of Directors shall have authority to provide for the members to make capital contributions in such amounts and upon such terms as are fixed by the Directors in accordance with the provisions of section 7541 of the Non-Profit Corporation Law of 1972.
4. The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or nonmembers on terms and conditions not inconsistent with the provisions of section 7542 of the Non-Profit Corporation Law of 1972, and to issue certificates therefore.

ARTICLE XV -- AMENDMENTS

1. The by-laws may be adopted, amended or repealed by a majority affirmative vote of the Members in attendance at the Annual Meeting, or by a two-thirds (2/3) affirmative vote of the Board of Directors.
2. Notice of the intent to adopt, amend or repeal these by-laws and instructions on how to obtain a copy of the proposed changes must be given to all Regular Members twenty days prior to the meeting.
3. Copies may be made available using any media or technology that the Board approves.
4. These By-laws were amended this 16th day of January, 1999. UNOFFICIAL COPY The official copy of the By-Laws is on file with the Secretary of the Association.

 

 
  PSMA | PO Box 144 | Bethlehem, PA 18016 | (717) 763-7762 (PSMA)
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