BYLAWS OF THE INTERNATIONAL ASSOCIATION OF ENVIRONMENTAL, HEALTH AND 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 Association 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 2 | P age 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. 3 | P a g e 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 4 | P a g e 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. 5 | P a g e 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. 6 | P a g e 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: COMMITTIES 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. 7 | P a g e 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 8 | P a g e 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 9 | P a g e 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. 10 | P a g e 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. 11 | P a g e (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 12 | P a g e 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.