Section 1. Name - The name of the corporation shall be the Toxic Use Reduction Planners Association, Inc., also known as the TUR Planners Association, Inc., or TURPA.
Section 2. Location - The principal office of the Corporation shall initially be located at the place set forth in the Articles of Organization of the Corporation. The Directors may establish other offices and places of business in Massachusetts or elsewhere where such action would enhance the achievement of the Corporation's purposes.
Section 3. Fiscal Year - Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall end on the 31st day of December of each year.
Section 1. Members - Application for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. There shall be four classes of members within the Corporation. Members are elected by the Board of Directors upon the completion of the application, payment of dues in an amount established by the Directors particular to that type of membership and, upon request, presentation of qualifications to hold the membership status sought. Memberships shall expire annually on a calendar year basis but may be renewed by payment of dues established by the Board of Directors for the coming year.
Any member may resign as such at any time by written notice to the Secretary of the Corporation. Any member who is not a director may be removed with or without cause as a member by vote of two-thirds of the Board of Directors present at any meeting of the Board of Directors, provided such member has been given reasonable notice and an opportunity to be heard by the Board of Directors prior to action thereon. The four classes of members, together with the rights and restrictions coincident with each class, are as follows:
(a) Voting Members - An individual will be deemed eligible to become a Voting Member of the Corporation provided such individual is a Certified Toxic Use Reduction Planner whose activities are consistent with the purposes of the Corporation as stated in the Articles of Organization. Voting Members are entitled to all rights and privileges afforded to members of the Corporation including the ability to hold position as an officer or a member of the Board of Directors. Each Voting member is entitled to one vote.
(b) Associate Members - An individual will be deemed eligible to become an Associate Member provided such individual provides goods or services which support Toxic Use Reduction or related activities. Associate Members may not serve on the Board of Directors, hold corporate office, or vote.
(c) Student Members - Student membership is open to those individuals who are enrolled on a full time basis in an educational institution. Student membership is limited in duration and may not exceed a total of five years. Student Members may not serve on the Board of Directors, hold corporate office, or vote.
(d) Institutional Members - An entity such as a corporation, school, university, or governmental agency will be deemed eligible to become an Institutional Member. An institutional membership will entitle up to 20 individuals who are employed by or enrolled in the institution to all the rights and privileges of membership; however, no institutional Member or person availing themselves of the benefits of such membership may serve on the Board of Directors, hold corporate office, or vote. Institutional members who have been duly certified as Toxic Use Reduction Planners by the Department of Environmental Protection and who maintain their recertification and TURPA dues are Voting Members and are entitled to all rights and privileges afforded to members of the Corporation, including the ability to vote, be elected as a member of the Board of Directors and hold the position of an officer.
Section 2. Meetings of Members - The annual meeting of the members of the Corporation shall be held during the week of the 15th of November in each year (or on the next business day if that day is a legal holiday) at such time and place as the Board of Directors may determine. If the annual meeting is not held at such time, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Special meetings of the members may be called at any time by the President or upon the vote of two-thirds of the Board of Directors, or upon the written request of at least twenty-five Voting Members subsequent to submittal to the Secretary.
Notice of the annual meeting and special meetings setting forth the date, time and place of any such meeting shall be mailed to all members in good standing not less than thirty (30) days prior to the date thereof. Notice shall be deemed sufficient if sent to the address provided upon establishing membership unless the member has provided the Secretary with a written address correction prior to the notice date.
Section 3. Action at Meetings - At all meetings of the members, the vote of each Voting Member must be cast in person for a viva voce determination of the matter requiring a vote. The election of Voting Members to the Board of Directors shall be by written, secret ballot received by mail from at least a majority of the votes received from eligible Voting Members, with the results subject to the inspection and certification of an Election committee of three disinterested Voting Members appointed by the President. Unless a majority of the members eligible to vote are at a meeting, voting on any issue at that meeting must be restricted to business that only affects the membership present at that meeting. Business meetings of Voting Members that do not achieve quorums may, however, vote to petition the Board of Directors to review business that affects the entire membership for future presentation to the total membership. At any meeting of the members the vote of the majority of those present shall decide any matter.
Section 4. Election of Directors
(a) The election of Voting Members to the position of Director shall be by written and secret ballot mailed to all of the Voting Members within a reasonable period of time prior to the previously scheduled TURPA annual meeting in November.
(b) The President will announce the results of the Director election at the TURPA annual meeting in November.
(c) The President shall appoint a Election Committee of at least three disinterested Voting Members for the purpose of contacting and soliciting the Voting Members for interested candidates. All Voting Members who have an interest in Director candidacy will be eligible for election. The election committee will be responsible for the timely mailing of ballots unless they are included with the Annual Meeting notification which must be sent out a minimum of thirty days prior to the meeting.
Section 1. Powers - The business and property of the Corporation shall be managed by a Board of Directors who may exercise all the powers of the Corporation which are not expressly reserved to the members by law, the Articles of Organization or these By-Laws.
Section 2. Qualifications - Election, Tenure - A Board of Directors of such number, neither less than three nor more than seven, shall be elected by the Voting Members by a plurality of the mail ballots received within a reasonable period of time as determined by the election committee. Terms shall be staggered such that approximately one-third and no more than four positions on the Board of Directors shall expire in any one year. Directors shall be members in good standing and furthermore be either Voting Members or individuals benefited by an institutional Membership who would otherwise be eligible to become Voting Members. No more than one director may be elected from any one organization represented in the corporate membership at any one time. Directors shall hold office for a period of two years with such term expiring upon the annual meeting of the members or special meeting in lieu of an annual meeting following the completion of the first full year as a director and thereafter until their respective successors are chosen and qualified. Any vacancy in the board may be filled by the Directors then in office for the unexpired portion of the term.
Section 3. Resignation and Removal - Any Director may resign by delivering a written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
Any director may be removed from office with or without cause by the affirmative vote of two-thirds of the Voting Members present at any meeting of the members at which a quorum of the members entitled to vote is present, provided such director has been given reasonable notice and an opportunity to be heard by the Voting Members prior to action thereon.
Section 4. Meetings - The Board of Directors shall hold at least four meetings per year. Regular meetings of the Directors may be held without call or notice at such places and times as the Directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice thereof. A regular meeting of the Directors may be held at the same place as the annual meeting of the members, or the special meeting held in lieu thereof, following or as a part of such meeting of the members. Special meetings of the Directors may be held at any time and place designated in a call by the President, the Treasurer or two or more Directors.
Section 5. Notice of Special Meetings - Notice of all special meetings of the Directors shall be given to each director by the Secretary or, in the case of the death, absence, incapacity or refusal of the Secretary, by the officer or one of the Directors calling the meeting. Such notice shall be given to each director in person or by telephone, telegram or facsimile transmission sent to each such director's business or home address at least one week in advance of the meeting or by mail addressed to the director's business or home address and postmarked at least two weeks in advance of the meeting.
Except as required by law, notice of a special meeting need not be given:
(i) to any director who, either before or after the meeting, delivers a written waiver of notice, executed by such director, which is filed with the records of the meeting; or (ii) to any director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a director or an officer.
Section 6. Quorum - At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.
Section 7. Action at Meetings - At any meeting of the Directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-Laws.
Section 8. Action by Consent - Any action by the Directors which they are empowered to conduct in accordance with the TURPA By-Laws and Articles of Organization, may be taken without a meeting if a written or verbal consent thereto is signed or received, provided all the Directors are contacted and vote on the action and the voting results are filed with the records of the meetings of the Directors in the minutes of the next scheduled meeting.
Section 9. Committees - The Directors may elect from their own number an Executive Committee, and may elect such other committees as they may from time to time determine necessary or advisable, including without limitation committees to deal with matters affecting membership, meetings, nominations for office, and education and other matters affecting the state of the Corporation, and may delegate such powers and duties thereto as the Board of Directors may deem advisable to the extent permitted by law. At any meeting of a committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the committee members.
Section 10. Telephone Conference Meetings - The Directors or members of any committee may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment where all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 1. Officers - The officers of the Corporation shall consist of a President, a Vice President, a Treasurer, a Secretary, and such other officers as the Directors may determine.
Section 2. Elections - The officers of the Corporation shall be elected annually by the Board of Directors by secret ballot from nominations made by members of the Board of Directors. Except as otherwise provided by law, the Articles of Organization or these By-Laws, all officers shall hold office until the first regular meeting of the Board of Directors following the annual meeting of the members at which the new incoming Directors are announced , or special meeting in lieu thereof, and thereafter until their respective terms are completed.
Other officers may be chosen by the Directors at such meeting or at any other meeting. Any vacancy at any time existing in any office may be filled by the Directors at any meeting and such successor in office shall hold office for the unexpired term of the predecessor.
Section 3. Qualification - Officers must be Voting Members in good standing abide by the TURPA Code of Ethics. A single individual may hold up to two offices; however, the positions of President and Treasurer shall not be held by the same person. The Secretary shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process.
Section 4. Resignation and Removal - Any officer may resign by delivering a written resignation to the Corporation at its principal office or to the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
The Directors may remove any officer with or without cause by a vote of at least two-thirds of the Directors then in office, provided such officer has been given reasonable notice and an opportunity to be heard by the Board of Directors prior to action thereon.
Section 5. President - The President shall be the chief executive officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors. The President shall, subject to the direction and control of the Board of Directors, preside when present at all meetings of the members and Directors.
In addition to presenting the Annual Report at the annual meeting of members or special meeting held in lieu thereof, the President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors.
Section 6. Vice President - The Vice President shall perform the President's duties during such times when the President is unavailable.
Section 7. Treasurer - The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation and shall keep full and accurate books of account.
The Treasurer shall maintain custody of all funds, securities and valuable documents of the Corporation, except as the Directors may otherwise provide.
In addition to preparation of the Annual Report and such other documentation as may be needed to maintain a tax exempt status of the Corporation, the Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or as the Directors may designate for such office from time to time.
Section 8. Secretary - The Secretary shall give such notices of meetings of members and Directors as are required by these By-Laws and shall keep a record of all the meetings of members and Directors. In addition to being responsible for sending all correspondence within and outside of the Corporation, the Secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors. In the absence of the Secretary from any meeting of members or Board of Directors, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary. The Secretary, with the cooperation of the Treasurer, shall maintain and publish a listing of the active membership, by membership category and Voting/Non-Voting status.
Section 1. Execution of Instruments - All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President and the Treasurer except as the Board of Directors may generally, or in particular cases, otherwise determine. Checks may only be executed and signed by either the President or Treasurer and are limited to amounts up to $1,000.00. Greater amounts will require both signatures.
Section 2. Voting of Securities - Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this Corporation at any meeting of stockholders of any other Corporation, the securities of which may be held by this Corporation.
Section 3. Corporate Records - The original or attested copies of the Articles of Organization, By-Laws and records of all meetings of incorporators and members shall be kept in Massachusetts at the principal office of the Corporation or of the Secretary, but such corporate records need not all be kept in the same office.
They shall be available at all reasonable times for inspection by any member for any purpose in the proper interest of the member relative to the affairs of the Corporation. Original copies of valuable documents not recognizable from original signatures or similar markings shall be identified as originals, dated and signed by the President, Treasurer or Secretary. This identification shall be followed for any amendments and modifications to By-Laws, Articles of Incorporation, etc.
Section 4. Definitions - All references in these By-Laws to the Articles of Organization and to these By-Laws shall be deemed to refer, respectively, to the Articles of Organization and the By-Laws of the Corporation as amended and in effect from time to time. Words appearing in the masculine gender shall include the feminine and neuter genders as well.
Amendment of By-Laws
Section 1. Amendment - These By-Laws may at any time be amended or repealed, in whole or in part, by a the majority of mail ballots received from Voting Members within a reasonable period of time as determined by the Board of Directors. The By-Laws may also be amended or repealed at a meeting of the Voting Members, provided that a quorum of the Voting Members is present and that substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken.
A majority of the Directors in office may also amend or repeal these By- Laws, except that no amendment or repeal may be made by the Directors which changes the date of the annual meeting of members, or which alters the provisions of these By-Laws with respect to removal of Directors, indemnification of Directors and officers, or amendment of these By-Laws, or which by law or the Articles of Organization requires action by the members. Not later than the time for giving notice of the meeting of members next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all members entitled to vote, and any By-Law adopted by the Directors may be amended or repealed by the members.