IASHEP BYLAWS

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BYLAWS OF THE INTERNATIONAL ASSOC OF ENVIRONMENTAL,
HEALTH SAFETY PROFESSIONALS (IASHEP)

Approved Amended Bylaws effective May 10,2016

ARTICLE I: NAME AND PURPOSE

SECTION 1.1 NAME
The name of this organization shall be the International Assoc of
Environmental Health Safety Professionals (IASHEP) hereafter, in these Bylaws,
the organization shall be referred to as IASHEP).

SECTION 1.2 PURPOSE

The purpose of IASHEP is to advance occupational and environmental, health and
safety by providing educational programs and technical knowledge regarding
environmental, health and safety to the public and our membership. IASHEP achieves
this purpose by:

1) Using processes to ensure independent decision making,

2) Facilitating multidisciplinary, multi-professional collaboration and discourse.

3) Establish the minimum academic and experience requirements necessary to
receive certifications established pursuant to resolution by the Director and Advisory
Board Members.

4) Determine the qualifications of applicants and arrange, control, and conduct
investigations and examinations to verify the qualifications of candidates for certificates
to be issued by IASHEP.

5. Grant and issue to qualified applicants, a certificate and maintain a directory of
the holders of all valid certificates.

6. Establish requirements for the continuance of Certified Education & Professional
Certifications. IASHEP also has such powers as are now or may hereafter be granted
by the Not for Profit act of the State of Arizona and determine compliance of certificate
holders with approved requirements.

7) Communicate and, where appropriate educate public and private agencies, groups,
and individuals with respect to matters of common interest; and it will inform employers,
public.

8) Leveraging partnerships with the government and other professional
organizations. IASHEP) is located in the State of Arizona and is a not-for-profit
corporation organized and operated exclusively for charitable and educational
purposes under Section 501(c)(3) of the Internal Revenue Code or any corresponding
section of any future federal tax code.

ARTICLE II: MEMBERS

SECTION 2.1 CATEGORIES OF VOTING MEMBERS. (IASHEP) shall have one (1)
category of Voting Members. The eligibility process applicable to Voting Members shall
be determined by the IASHEP Director and the Advisory Board Members. IASHEP shall maintain a policy or policies setting the specific rights, requirements, and other
prerequisites applicable to the various membership categories, which may be amended
from time to time by the Director with consent of the IASHEP Advisory Board Members.

SECTION 2.2 IASHEP VOTING MEMBERS

A Voting Member of IASHEP) shall be:

A. Any IASHEP Certified Environmental, Health or Safety Professionals
who currently spends greater than 50% of his or her employment in the
field of Environmental Health and Safety.

B. Any IASHEP Certified Environmental, Health or Safety Professional who
has retired from employment that involved greater than 50% of his or her
time in the field of Environmental Health and Safety.

C. Any IASHEP Certified Environmental, Health or Safety Professional who
is a full-time student officially matriculated in an undergraduate or
graduate program in environmental health, occupational health and safety
or a related discipline.

ARTICLE III: MEETINGS OF MEMBERS

SECTION 3.1 MEETINGS


Meetings of IASHEP Advisory Board Members may be held at such time and place as
may be determined by the Director of the International Association of Environmental,
Health and Safety Professionals (IASHEP) for the purpose of transacting any and all
business that may be brought before the Meeting.

Section 3.1 The order of business at the annual general business meeting of the
Association will normally be:

1. Call to Order
2. Approval of minutes of last meeting
3. Director’s report
4. Secretary’s report
5. Treasurer’s report
6. Financial audit report
7. Review strategic plan (Director)
8. Committee reports (If applicable)
9. Unfinished business
10. New Business
11. Announcements/miscellaneous/other matters
12. Adjournment

SECTION 3.2 SPECIAL MEETINGS

Section 3.2.1 Special meetings shall be called by the Director as necessary or at the
recommendation of the Advisory Board. Special meetings of the members may be
called at any time by the Director and shall be called on written request to the Director
and the Advisory Board by not less than five percent (5%) of the Voting Members.

SECTION 3.3 NOTICE OF MEETINGS


All Voting Members of International Association of Environmental, Health and Safety
Professionals (IASHEP) shall be given notice of the time and place of Meetings at least
thirty (30) days prior to the Meeting.

SECTION 3.4 ANNUAL MEETING

The Director of the International Association of Environmental, Health and Safety
Professionals (IASHEP) shall conduct an annual meeting. The date, time, and place of
the meeting shall be determined by the Director and the Advisory Board Members.

SECTION 3.5 QUORUM

A quorum of the membership shall be one percent (1%) of all International Association
of Environmental, Health and Safety Professionals (IASHEP) Voting Members. Proxies
may not be used in determining a quorum.

SECTION 3.6 VOTING


Each International Association of Environmental, Health and Safety Professionals
(IASHEP) Voting Member shall be entitled to one (1) vote on each matter submitted to a vote of the Members. Voting may be conducted in person, by mail ballot, or by
electronic means, at the discretion of the Director, in accordance with prevailing state
law. Proxy voting may be allowed at a regular or properly called special meeting in
accordance with procedures established by the Board.

ARTICLE IV: DIRECTOR AND ADVISORY BOARD MEMBERS


SECTION 4.1 GENERAL AUTHORITY AND DUTIES

The Director and Advisory Board Members shall supervise and control the business, property and affairs of IASHEP subject to the limitations contained in the Bylaws and
the Articles of Incorporation.

The Director and the Advisory Board shall be vested with the powers possessed by
IASHEP itself, including the powers to determine the policies of IASHEP and prosecute
its purposes; to appoint and remunerate agents and employees; to disperse the funds of IASHEP; and to adopt such rules and regulations for the conduct of its business,
responsibility and authority as shall be deemed advisable, insofar as such rules and regulations are not contradictory to the Articles of Incorporation or these Bylaws (in their present form or as they may be amended) or to any applicable law.

A primary responsibility of the Director and Advisory Board Members shall be to ensure
the integrity and independence of the processes used in the development of its products and services. The Director and Advisory Board Members should formally review the organization’s policies and procedures for conflicts of interest on an annual basis to ensure that there has been full compliance with these policies and procedures.

SECTION 4.2 COMPOSITION

The Director and the Advisory Board shall consist of the IASHEP Authorized
Learning Partners and at least (4 ) Voting Members from IASHEP or other sources
such as the government or the public. The Executive Director shall be an ex-officio
member of the Board with the deciding vote in case of a tie.

SECTION 4.3 ELIGIBILITY

The Director and Advisory Board Members must be Voting Members of IASHEP.
Candidates for Director position or Advisory Board position must meet conflict of interest criteria established by the Board prior to being nominated.

SECTION 4.4 – OBJECTIVES

IASHEP’s mission shall be accomplished through the following objectives:

Section 1. To give organized and effective guidance in the development of the highest
possible principles and standards of environmental health and safety.

Section 2. To support IASHEP members and IASHEP charities so that they may achieve their professional and academic objectives.

Section 3. To gather and disseminate accurate and timely information to IASHEP
members.

Section 4. To afford opportunities for professional interaction among members, and
other professional organizations and educational institutions.

Section 5. To provide environmental health and safety expertise to governmental and
administrative officials and to give the membership and educational institutions of our
members opportunities for effective interaction with these groups.

SECTION 4.5 RESIGNATION

Any Director or Advisory Board Member may resign at any time by giving written notice
to the Members. Such resignation shall take effect at the time specified therein, or if no
time is specified, at the time of acceptance thereof by the membership.

SECTION 4.6 VACANCIES


In case of resignation of a Director or an Advisory Board Member if for any reason
including ineligibility or removal, a Director is unable to complete his or her term, the
Advisory Board shall appoint an individual to complete the unexpired term. However, if
the Advisory Board chooses not to appoint an individual to complete the unexpired term, the Board may order a special election to be held in accordance with Article IV, Section

4.5, to complete the unexpired term.

SECTION 4.7 REGULAR MEETINGS

The Director and Advisory Board shall meet on the call of the Chair, or at such other
time or times as a majority of the Voting Members of the Board shall determine. There
shall be no fewer than two (2) regular meetings of the Board each year. The Board, at
its discretion, may meet by teleconference to the extent permitted by law.

SECTION 4.8 NOTICE

At least five (5) days notice of the time and place of regular or special meetings of the
Advisory Board shall be given by the Director, unless the Director consents to a shorter
notice. For special meetings, such notice shall include the purpose of the meeting.

SECTION 4.9 QUORUM

The quorum for meetings of IASHEP shall be the Director and shall be a majority of
the Advisory Board Members.

SECTION 4.10 MANNER OF ACTING

The Directors and Advisory Board Members, voting where a quorum is present, shall be the act of the Director of the organization and shall be entitled to one vote. The Director may vote in person, by mail, by teleconference, or electronic means to the extent permitted by law.

SECTION 4.11 COMPENSATION FOR BOARD MEMBERS

Advisory Board Members shall not receive any compensation for their services as
members of the Advisory Board, but the Director and Advisory Board Members may
authorize payment by IASHEP of the expenses of the Director or Advisory Board
members that are related to their official duties.

SECTION 4.12 PROCEDURE
The Board may adopt its own rules of procedure which shall not be contradictory to these Bylaws.

ARTICLE V: COMMITTEES

1) Nominating Committee shall verify the membership, conflict of interest and
professional affiliation status of each nominee. Each year, the Nominating
Committee shall submit its slate for election of various IASHEP Committee
members and the Director and Advisory Board Members for ratification of
the selection process.

2) Examination Committee which shall be appointed by the Director and approved
by the IASHEP Advisory Board Members . The Directors Consultant(s), other
designated employees shall serve on the committee without vote. The
Examination Committee is responsible for the development, maintenance,
administration, and review of the examinations and examination procedures and
for regularly conducting studies to ensure the validity of the examinations.

3) Continuance of Certification Committee shall be appointed by the Director and
approved by the Advisory Board Members. The Continuance of Certification
Committee shall be responsible for establishing Continuance of Certification
criteria and process and audit of Continuance of Certification submissions.

4) Professional Development Committee shall be appointed by the Director and
approved by the Advisory Board Members. The Professional Development
Committee shall be responsible for maintaining liaison with other professional
organizations, enhancement of the professional status of IASHEP
professional certifications, development of public relations, government
relations and marketing programs.

5) Professional Standards Committee shall be appointed by the Director and
approved by the Advisory Board Members. The Professional Standards
Committee shall be responsible for setting educational and experience standards
for certification candidates, establishing and overseeing policies and procedures
related to evaluation of candidate qualifications, maintaining a Code of
Professional Conduct for certificate holders and promoting ethical practice.

6) The Director may create additional committees, in addition to those named
in these Bylaws, and delegate to them such powers and duties as deemed
advisable.

7) The Awards Committee shall consist of at least five (5) Voting Members selected
by the Director. The Committee Chair will be a current Advisory Board Member
selected by the Director. The Committee will recommend nominees for
scholarships or other awards to be conferred by IASHEP). Such
recommendations shall be in conformance with any guidelines established by the
Board for the various awards. The Committee may meet by teleconference.
8) Ad hoc committees and other working groups may be formed by the Director
from time to time as may be required. Each shall have a definitive charge as
determined by the Director and Advisory Board Members.

SECTION 5.3 QUORUM

A majority of the Voting Members of any committee shall constitute a quorum.

SECTION 5.4 MEETINGS

Committees will meet at the direction of the Director or on the call of the respective
Advisory Board Members or Committee Chairs.

SECTION 5.5 MANNER OF ACTING

The action of a majority of voting committee members present at a duly constituted
meeting shall be the act of the committee. Each Voting Member of a committee shall be
entitled to one (1) vote. Voting by mail, telephone, electronic mail, or facsimile will be
allowed.

ARTICLE VI: EXECUTIVE DIRECTOR

SECTION 6.1 DUTIES AND AUTHORITY

The Executive Director shall be the Chief Staff Officer and Secretary of IASHEP and an
official member with a vote. The Executive Director shall carry out the policies of the
Advisory Board and the membership, shall cause to be kept all records of IASHEP, and
shall perform other duties as may be assigned by the Advisory Board and the
membership. The Executive Director shall have the authority to employ additional
subordinate employees and to terminate such employment.

ARTICLE VII: FISCAL YEAR

The fiscal year shall be From January 1 to December 31 of each year.

ARTICLE VIII: DISSOLUTION

The dissolution of IASHEP shall conform with the requirements of State of Arizona
corporate law and Section 501(c)(3) of the Internal Revenue Code, as amended. In case of dissolution of IASHEP, the Director and Advisory Board Members shall authorize the payment of all indebtedness of IASHEP and arrange for the distribution of the remaining assets to another tax-exempt, not-for-profit 501(c)(3) organization. No member or elected Director of IASHEP will participate or share in any distribution of the assets of IASHEP. Upon its dissolution, none of the assets of IASHEP) shall inure to the benefit of any individual.

ARTICLE IX: RULES OF ORDER

The rules contained in “Robert’s Rules of Order Newly Revised” shall govern IASHEP in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE X: INDEMNIFICATION

IASHEP shall indemnify each member of the Director and the Advisory Board Members
for the defense of civil or criminal actions or proceedings as hereinafter provided and
notwithstanding any provision in these Bylaws, in a manner determined by the Board
and in a manner and to the extent permitted by applicable law.

IASHEP shall indemnify the Director, Officers and Committees from and against any
and all judgments, fines, amounts paid in settlement, and reasonable expenses,
including attorneys’ fees, actually and necessarily incurred or imposed as a result of
such action or proceeding, or any appeal therein imposed upon or asserted against him
or her by reasons of being or having been such a Director or Advisory Board Member
and acting within the scope of his or her official duties, but only when the determination
shall have been made judicially or in the manner hereinafter provided, provided that he
or she acted in good faith for a purpose which he or she reasonably believed to be in the best interest of IASHEP and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful.
This indemnification shall be made only if IASHEP shall be advised by its Advisory

Board acting (1) by a quorum consisting of Director who is not a party to such action or
proceeding, or (2) if a quorum is not obtainable with due diligence, upon the opinion in
writing of independent legal counsel that the Director or Advisory Board Member or

Officer has met the foregoing applicable standard of conduct. Every reference herein to
a member of the Advisory Board or Officer of IASHEP shall include every Director or
Advisory Board Member thereof, or former Director or Advisory Board Member thereof.

To the extent permitted by law, IASHEP shall be entitled to purchase insurance for the
indemnification purposes set forth above.

ARTICLE XI: AMENDMENTS

IASHEP may adopt amendments to these Bylaws by two-thirds (2/3) vote of all
members eligible to vote who return a ballot. Any member may propose an amendment
to these Bylaws by letter addressed to the IASHEP Chair and submitted ninety (90)
days prior to any meeting of IASHEP. If such proposed amendments receive approval
of the majority of the members eligible to vote who are present at the IASHEP meeting,
the Secretary shall submit the proposed amendment to the entire membership by mail
ballot. A two-thirds (2/3) affirmative vote of all ballots returned within sixty (60) days
after the date of mailing shall be required for adoption.

ARTICLE XIl: FINANCIAL PROVISIONS


Section 1. Funds for the support of the Association may come from dues, conference
fees, and other sources as deemed appropriate and as approved by the Executive
Director and Advisory Board.

Section 2. The Executive Director shall prescribe the dollar amount and fee structure of
dues. Dues are collected on an annual basis in January of each year for current
members. Dues are also collected at the time of joining for new members.

Section 3. Any expenditure exceeding $1000 must have prior approval of at least two
(2) Advisory Board members.

Section 4. Receipts and/or invoices for all expenditures shall be submitted to
the Director / Treasurer in writing with adequate documentation.

Section 5. An ad hoc committee, appointed by the Executive Director and the Advisory
Board shall audit the Association’s financial records in advance of the annual general
business meeting and provide an oral report to the membership at that meeting.

ARTICLE: XIII: REGIONS, CHAPTERS and SECTIONS

Sec. 1: (ADMINISTRATION) IASHEP Chapters shall be divided into geographic units of
Regions, Areas, Chapters and Sections.

Sec. 2: (REGIONS) Regions shall be geographically defined territories as determined
by the IASHEP Director and Advisory Board Members.

All Chapter Directors for the purpose of assisting the International Association of
Environmental, Health and Safety Professionals (IASHEP) in administering its affairs.
(A) Regions shall be administered through a Regional Operating Committee (ROC)
composed of Area Directors, where established, or Chapter Presidents, where
areas are not established, and chaired by the Regional Vice President. The ROC
shall annually elect, from among the Area Directors or Chapter Presidents, a
Deputy Regional Vice President who shall serve as Vice Chair of the Regional
Operating Committee.

(B) Chapters are members of the region and may be grouped into geographic areas,
defined by the boundaries of assigned chapters. Area assignments are determined
by the Regional Operating Committee.

(C) Each region and its areas shall be organized and governed according to a set of
operating procedures approved by the Regional Operating Committee and the
Council on Region Affairs.

Sec. 3: (AREAS) Areas are established at the discretion of the Regional
Operating Committee (ROC). Areas are groups of Chapters within a Region,
defined by the boundaries of those Chapters.

(A) Areas are administered by an elected Area Director and the Area Operating
Committee comprised of the Chapter Presidents in the Area and chaired by the
Area Director.

(B) Area Directors shall be Professional Members and meet criteria set by the Council
on Region Affairs.

(C) Area Directors shall not concurrently hold a Chapter office, nor serve more than
two (2) consecutive terms.

Sec. 4: (CHAPTERS) Chapters are geographically defined territories, each within or
assigned as a member of the region by the Council on Region Affairs, chartered by
the Board of Directors as provided in these Bylaws.

(A) Each chapter shall be organized and governed according to a set of Bylaws
approved by the Regional Vice President. These Bylaws shall follow in principle
the Model Chapter Bylaws approved by the Council on Region Affairs.

(B) Chapter boundaries shall be established by the Regional Operating Committee.
Boundaries across regions shall be approved by the Council on Region Affairs.

(C) All petitions for chapter charters shall be approved by the Regional Operating
Committee and submitted to the Council on Region Affairs and Board of Directors for
approval.

(D) Chapters may be dissolved by the Board of Directors upon the recommendation of
the Regional Operating Committee and the Council on Region Affairs.

Sec. 5: (SECTIONS) Sections are sub-units of Chapters as follows:

• (CHAPTER SECTIONS) A group of members may petition the chapter to form a
section according to procedures established by the Council on Region Affairs.

• (STUDENT SECTIONS) A group of student members may petition the Chapter
to form a student section of a Chapter.

• Each regular or student section shall be organized and governed according to
a set of Bylaws approved by the Regional Vice President. These Bylaws shall
follow, in principle the Model Section Bylaws approved by the Council on
Region Affairs.

Sec. 6: (GLOBAL CHAPTERS and SECTIONS) A group of members outside of the
United States may petition to form a Section or Chapter in areas not served by any
Chapter. Approval and territory shall be determined by the Board of Directors. Global
Sections and Chapters shall be assigned as a member of a region by the Council on
Region Affairs and report to the Region’s Vice President.

Sec. 7: (RESOLUTIONS) Regions, Areas, Chapters, Sections and other units of the
Society shall not issue resolutions or statements and not legally bind, or take
official action on matters of national or international significance without approval of the
Director & Advisory Board Members.

ARTICLE XIV CHAPTER FEES, DUES AND FINANCES

Sec. 1: (APPLICATION FEES) Each applicant for membership or membership
reclassification in the chapter may be assessed a fee as determined by the Chapter
Directors.

Sec. 2: (ANNUAL DUES) Each Professional Member, Corporate Member,
International Member shall be assessed membership dues as determined by the
IASHEP Director and approved by the by Advisory Board.

(A) Chapter dues, Practice Specialty fees and Common Interest Group fees shall be in
addition IASHEP membership fees.

(B) Emeritus and Student Members shall be assessed annual membership fees as set
by the Director and approved by the Advisory Board Members.

(C)Chapter Dues will be set by each chapter in accordance with their Bylaws and
approved by the Director of IASHEP and approved by the Advisory Board Members and the Regional Operating Committee.

(E) Regional Assessment fees will be set by the Regional Operating Committee
and approved by the Council on Region Affairs.

(F) Honorary Members are exempt from dues and fees.

Sec. 3: (FINANCES) All financial transactions shall be recorded and periodic financial
reports shall be submitted to the Board of Directors and Chapters shall be audited by
outside public accountants.

Sec. 4: (FISCAL YEAR) The fiscal year of the Chapter shall be determined by the Board of Directors of the Chapters.

ARTICLE XV PROFESSIONAL CODE OF CONDUCT

Sec. 1: (CODE) The International Association of Environmental, Health and Safety
Professionals (IASHEP) shall have a Code of Professional Conduct which shall be
reviewed every three (3) years by the Director and amended as necessary. Once the
review has been conducted, it shall then be sent to and adopted by the Advisory Board
Members and IASHEP Chapter Presidents.

As a condition of membership, all International Association of Environmental, Health
and Safety Professionals (IASHEP) members shall abide by the Bylaws and the
adopted Code of Professional Conduct. The professional conduct of the of its
members shall be in harmony with the abide by the Bylaws and the adopted Code of
Professional Conduct.

Sec. 2: (FAILURE TO ABIDE) Members failing to abide by the Code of Professional
Conduct or these Bylaws or members whose conduct is deemed prejudicial to the
interests of the International Association of Environmental, Health and Safety
Professionals (IASHEP) may be subject to disciplinary proceedings including
termination of membership by majority vote of the Director and Advisory Board
Members.

Decisions of the Director and Advisory Board Members may be appealed to a special
committee of members. The IASHEP Members that are selected by the membership at
the time the appeal is submitted provided that written request for appeal is received by
the Executive Director within 30 days of receipt of the notice of disciplinary action.
notice of disciplinary action.