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BYLAWS Amended 03/29/2009

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AMENDED May, 2013

TABLE OF CONTENTS

BYLAWS

of

INTERNATIONAL PROFESSIONAL POND COMPANIES ASSOCIATION, INC

ARTICLE ONE - OFFICES

            1.1       Registered Office

            1.2       Other Offices.

ARTICLE TWO - MEMBERS

            2.1       Time and Place.

            2.2       Annual Meetings.

            2.3       Special Meetings.

            2.4       Notice.

            2.5       Quorum.

            2.6       Proxy Voting.

            2.7       Written Consent in Lieu of Meeting.

ARTICLE THREE - DIRECTORS

            3.1       Powers.

            3.2       Number of Directors.

            3.3       Vacancies.

            3.4       Directors Meetings.

            3.5       Compensation.

ARTICLE FOUR - COMMITTEES

            4.1       Executive Committee.

            4.2       Other Committees.

ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS

            5.1       Generally.

            5.2       Regular Meetings.

            5.3       Special Meetings.

            5.4       Notice.

            5.5       Quorum.

            5.6       Action by Written Consent.


 

ARTICLE SIX - OFFICERS

            6. I       Elections of Officers.

            6.2       Officeholders.

            6.3       Salaries.

            6.4       Vacancies. 

            6.5       President.

            6.6       Vice-President.

            6.7       President Elect

            6.8       Treasurer.

6.9      Absence of Officer.

ARTICLE SEVEN - MEMBERSHIP AND CERTIFICATES

            7.1       Member Certificates.

            7.2       Members Record.

           

ARTICLE EIGHT - MISCELLANEOUS

            8.1       Books and Records.

            8.2       Fiscal Year.

            8.3       Seal.

            8.4       Annual Statements.

            8.5       Appointment of Agents.

            8.6       Indemnification.

            8.7       Reimbursement from Officers.

            8.8       Incidental Expenses.

ARTICLE NINE - NOTICES: WAIVERS OF NOTICE

            9.1       Notice.

            9.2       Waiver of Notice.

ARTICLE TEN - AMENDMENTS

            10.1     Amendment.


 

BY-LAWS OF

INTERNATIONAL PROFESSIONAL POND COMPANIES ASSOCIATION, INC.

ARTICLE ONE OFFICES

            1.1       Registered Office.  The registered address of the initial

registered office of the Corporation shall be 4045 N. Arnold Mill Road, Woodstock, Georgia 30188.

            1.2       Other Offices. The Corporation may have offices at such place or places within

or without the State of Georgia as the Board of Directors may from time to time appoint or the business of the corporation may require or make desirable.

ARTICLE TWO MEMBERS MEETING

            2.1       Time and Place. All meetings of the members shall be held at such place as may

be fixed from time to time by the Board of Directors.

            2.2       Annual Meetings. An annual meeting of the members shall be held during the fiscal year. The date of the annual meeting shall be determined by the Board of Directors for the purpose of electing new Board at Large member(s) and any other business of the corporation as may require the voting of the membership.

            2.3       Special Meetings. Special meetings of the members, for any purpose or purposes,

unless otherwise prescribed by statute or the Articles of Incorporation, may be called by the President, when so directed by the Board of Directors.  Such request shall state the purpose or purposes of the proposed meeting.

            2.4       Notice. Except as otherwise required by statute or the Articles of Incorporation,

written notice of each meeting of the members, whether annual or special, shall be served either personally or by mail or email, upon each member of record entitled to vote at such meeting, not less than 10 nor more than 50 days before such meeting. If mailed, such notice shall be directed to a member at his post office address last shown on the records of the corporation. Notice of any special meeting of members shall state the purpose or purposes for which the meeting is called. Notice of any meeting of members shall not be required to be given to any member who, in person or by his attorney thereunto authorized, either before or after such meeting, shall waive such notice. Attendance of a member at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.


 

             2.5       Quorum.  A simply majority of the members entitled to vote, present

in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the members for any business that may be transacted, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

 

            2.6       Proxy Voting. At every meeting of the members, including meetings of members,

for the election of directors at large, any member having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless said proxy provides for a longer period. Each member shall have one vote. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws.

            2.7       Written Consent in Lieu of Meeting. Whenever the vote of members at a meeting

thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the members may be dispensed with, if all of the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE THREE DIRECTORS

            3.1       Powers. The property and business of the corporation shall be managed by its

Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by the Articles of Incorporation or by these By­Laws directed or required to be exercised or done by the members.

            3.2       Number of Directors. The Board of Directors shall consist of up to six (6) directors at large and an executive committee comprised of a Treasurer, Vice President, President Elect, President and Past President.  The up to six (6) at large members will serve 3-year terms.  The Executive Committee will choose a new Treasurer each year from the Board at Large.  All Executive committee members will serve one (1) year as Treasurer, then Vice President, then President Elect, then President, then Past President. 

a)  The Board of Directors may appoint an Executive Director who serves an indefinite term, reviewed annually by the Executive Committee. The Executive Director reports directly to the Board of Directors and serves until the Board of Directors terminates the Executive Director or the Executive Director resigns.

            3.3       Vacancies. If any vacancy shall occur among the directors by reason of death,

resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a simple majority decision of the directors then in office, and, if not theretofore filled by action of the directors, may be filled by a simple majority decision of the members at any meeting held during the existence of such vacancy.

            3.4       Directors Meetings. The Board of Directors may hold its meetings at such place

or places within or without the State of Georgia as it may from time to time determine.

            3.5       Compensation. Directors may be allowed such compensation for attendance at

regular or special meetings of the Board of Directors and of any special or standing committees thereof as may be from time to time determined by resolution of the Board of Directors.


 

 

ARTICLE FOUR COMMITTEES

             4.1       Executive Committee.

              (a)       The Executive Committee, shall be comprised of the past President, President, President Elect, Vice President and Treasurer.  The members are to serve one (1) year terms and move forward from Treasurer thru Past President. 

             4.2       Other Committees. The Board of Directors, by resolution adopted by a

majority decision of the entire Board, may designate one or more committees, each committee to consist of three or more of the members of the Corporation, which shall have such name or names and shall have and may exercise such powers of the Board of Directors in the management of the business and affairs of the Corporation as may be determined in writing and by specific resolution from time to time by the Board of Directors.

          

           4.3  Prior to a new fiscal year, a call for nominations for new Board at Large members will be disseminated  to the general membership annually by the Executive Director or the Executive Committee if no Executive Director is retained by the Executive Committee at the time of nomination.

ARTICLE FIVE

MEETINGS OF THE BOARD OF DIRECTORS

             5.1       Generally. Each newly elected Board of Directors shall meet at the place and

time which shall have been determined, in accordance with the provisions of these By-Laws, for the holding of the regular meeting of the Board of Directors scheduled to be held next following the annual meeting of the members at which the newly elected Board at Large shall have been elected, or, if no place and time shall have been fixed for the holding of such meeting of the Board of Directors, then immediately following the close of such annual meeting of members and at the place thereof, or such newly elected Board at Large members may hold such meeting at such place and time as shall be fixed by the consent in writing of all the directors. In any case, no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting.

            5.2       Regular Meetings. Regular meetings of the Board of Directors may be held

without notice at such time and place within or without the State of Georgia as shall from time to time be determined by the Board of Directors.

            5.3       Special Meetings. Special meetings of the Board of Directors may be called by

the President on not less than two days' notice by mail, telegram, cablegram or personal delivery or email to each director and shall be called by the President. Any such special meeting shall be held at such time and place within or without the State of Georgia as shall be stated in the notice of meeting.

            

            5.4       Quorum. At all meetings of the Board of Directors, the presence of a simple majority of the authorized number Board at Large and of the executive committee, shall be necessary and sufficient to constitute a quorum for the transaction of business. Only the act of a majority vote of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation or by these By-Laws. Notice of any adjourned meeting need only by given by announcement at the meeting at which the adjournment is taken.


 

            5.5       Action by Written Consent. Any action required or permitted to be taken at any

meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

ARTICLE SIX OFFICERS

             6.1      Elections of Officers.  The Executive Committee shall elect the treasurer annually from the Board at Large for a one year term. 

            6.2       Officeholders. Any person may hold any two or more offices. Officers need be

members. Officers can be reelected for additional terms by agreement of a quorum of the Board of Directors. Corporate Officers will automatically be seated on the Board of Directors.

6.3             Salaries.  No salaries are to be paid to the Board of Directors or Executive Committee. A salary may be paid to the Executive Director as determined by the Executive Committee. The Executive Committee will also conduct an annual review and salary preview of the Executive Director.

            6.4       Vacancies. If any vacancy shall occur among the directors by reason of death,

resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a simple majority decision of the directors then in office, and, if not theretofore filled by action of the directors, may be filled by a simple majority decision of the members at any meeting held during the existence of such vacancy.

 

            6.5       President.  The President shall have the powers and perform the duties of the Chairman of the Board. The President shall also have such powers and perform such duties as are specifically imposed upon him by law and as may be assigned to him by the Board of Directors.  The President will be a key spokesperson and public figurehead of the IPPCA.  The President shall call meetings of the members, the Board of Directors to order and shall act as chairman of such meetings.

 

6.6       President Elect.  The President Elect shall perform such duties as are generally

performed by vice-presidents. The President Elect will assume all the duties of the President in the absence of the President. The President Elect may also be required to perform the role of spokesperson and public figurehead of the IPPCA to assist the President. The President Elect shall perform such other duties and exercise such other powers as the Board of Directors, or the President shall request or delegate.

            6.7       Vice-President. The Vice-President shall perform such duties as are generally

performed by vice-presidents. The Vice-President will assume all the duties of the President in the absence of the President and President Elect. The Vice-President may also be required to perform the role of spokesperson and public figurehead of the IPPCA to assist the President. The Vice-Presidents shall perform such other duties and exercise such other powers as the Board of Directors, or the President shall request or delegate.

 

            6.8       Treasurer.  The Treasurer shall have charge of and be responsible for all funds,

securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he/she shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the corporation, and in general, he/she shall perform all the duties incident to the office of a Treasurer of a Corporation, and such other duties as may be assigned to him by the Board of Directors,  or the President.   No disbursements may be made without approval of the Executive Committee.

6.9      Absence of Officer. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director.

ARTICLE SEVEN
MEMBERSHIP AN CERTIFICATES

            7.1       Member Certificates. The Board of Directors may authorize the issuance of

certificates to members; however, the interest of a member shall not be evidenced by any such certificate.

            7.2       Members Record. The Corporation shall keep a record of the members of the

Corporation which readily shows, in alphabetical order or by alphabetical index, the names and address of the members entitled to vote. Said record shall be presented at all meetings of the

members.


ARTICLE EIGHT

MISCELLANEOUS

 

            8.1       Books and Records.  Open to any member in good standing.

            8.2       Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time

by resolution of the Board of Directors.

            8.3       Seal. The corporate seal shall be in such form as the Board of Directors may from

time to time determine.

            8.4       Annual Statements. Not later than four months after the close of each fiscal year,

and in any case prior to the next annual meeting of members, the Corporation shall prepare:

            (1)        A balance sheet showing in reasonable detail the financial condition of the

Corporation as of the close of its fiscal year, and

            (2)        A profit and loss statement showing the results of its operation during its fiscal

year.

Upon written request, the Corporation promptly shall mail to any member of record a copy of the

Most recent such balance sheet and profit and loss statement.

 

8.5         Appointment of Agents. Board of Directors shall be authorized and empowered in the

name and as the act and deed of the Corporation to name and appoint general and special agents,

Representatives and attorneys to represent the Corporation in the United States or in any foreign

country or countries and to name and appoint attorneys and proxies to vote any shares of stock in

any other corporation at any time owned or held of record by the Corporation, and to prescribe,

limit and define the powers and duties of such agents, representatives, attorneys, and proxies and

to make substitution, revocation or cancellation in whole or in part of any power or authority

conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President or a President Elect, and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. Special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this by-law shall be deemed to constitute full and complete authority to the officers above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.

 

            8.6       Indemnification.  Any person made a party to any legal action by reason of the fact that he, his testator, or intestate is or was a director, officer or employee of the association or any corporation which he/she served at the association’s request, shall be compensated by the association for reasonable expenses, including attorney’s fees necessarily incurred by him in connection with the action or with any appeal therein, together with any amounts paid by said person in discharge of judgments, awards and damages arising out of such legal action. This right to indemnification does not apply if, in the action taken, the officer, director or employee is adjudged liable for negligence or misconduct in the performance of his duty. The right of indemnification established in this article does not exclude any other rights to which such director; officer or employee may be entitled.

                               ARTICLE NINE NOTICES:
                             WAIVERS OF NOTICE

            9.1       Notice.  Except as otherwise specifically provided in these By-Laws, whenever

under the provisions of these By-Laws notice is required to be given to any member, director or officer, it shall not be construed to mean personal notice but such notice may be given either by personal notice or by radio, cable or telegraph, email or by mail by depositing the same in the post office or letter box in a postpaid sealed wrapper, addressed to such member, officer or director such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same be thus sent or mailed.

            9.2       Waiver of Notice.  When any notice whatever is required to be given by law, by

the Articles of Incorporation or by these By-Laws, a waiver thereof by the person or persons entitled to said notice given before or after the time stated therein, in writing, which shall include a waiver given by telegraph, radio, or cable, or email shall be deemed equivalent thereto. No notice of any meeting need be given to any person who shall attend such meeting.

ARTICLE TEN AMENDMENTS

            10.1      Amendment.  The By-Laws of the Corporation may be altered or amended and

new By-Laws may be adopted by the members at any annual or special meeting of the members or by the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the members, notice of the general nature of the proposed change in the By-Laws shall have been given in the notice of meeting.  Any amendments must be approved by the Board of Directors and the General Membership.

END OF BY-LAWS