aPaws Bylaws

Below are our Bylaws in PDF format.

  • aPaws Bylaws PDF icon (under review)

Name:

This organization shall be known as the Association of Professional Animal Waste Specialists ("aPaws"). The registered office is located in Sequim, Washington.

Organization:

The Association of Professional Animal Waste Specialists is a domestic nonprofit corporation in the state of Washington.

Purpose:

The mission of the Association of Professional Animal Waste Specialists is to increase the level of professionalism in the animal waste industry, to raise the level of the public's awareness of our profession, and to create added benefits for our members.

Membership:

Membership shall be granted to any individual ("Individual Member"), sole proprietorship, partnership, corporation or limited liability company ("Business Member") in the animal waste profession that applies for membership status, agrees to abide by the aPaws Code of Conduct, pays annual dues and supports the purposes set forth in these Bylaws.

Dues:

Full Membership (with voting privileges) $85.00/ annual dues. Full Membership shall be granted to any individual ("Individual Member"), sole proprietorship, partnership, corporation or limited liability company ("Business Member") in the animal waste profession, that applies for membership status, agrees to abide by the aPaws Code of Conduct, pays annual dues and supports the purposes set forth in the Bylaws.

Membership is limited to one listing per state that your company resides in and services, members can list additional service states at a fee of twenty-five dollars ($25) per additional service state. Franchises and leasing agreements and sub-contractors are considered a separate business and will need to apply for new membership and provide a separate proof of Liability Insurance.

Annual membership dues and additional service state charges are due and payable the day after the final anniversary date of the membership and will be considered delinquent if not paid thirty (30) days after membership expires. Dues are eighty-five dollars ($85) plus twenty-five dollars ($25) for each additional service state per year. Members must also provide updated proof of Liability Insurance when their insurance is renewed.

Termination of Membership:

Membership may be terminated by one of three ways - voluntarily, by expulsion, or by lapse.

a. Voluntarily: A member may withdraw his/her membership at any time by notifying any member of the Board of Directors of his/her intention to withdraw. Such withdrawal shall be effective immediately. No refund of any unearned dues will be made.

b. By Expulsion: A member will be considered for expulsion if he/she is found to be in violation of the aPaws Code of Conduct, is found to have committed animal abuse, or any other conduct deemed by the Board to be in opposition to aPaws mission. Expulsion of a member from aPaws may be accomplished only at a special meeting of the Board of Directors and upon the Board's recommendation. A vote of the majority will carry out the expulsion. No refund of any unearned dues will be made.

c. By Lapse: A member will automatically be terminated if such member's dues remain unpaid on the last day of (30) days past their expiration date.

Meetings:

The membership shall meet at least once a year at a time and place designated by the Board of Directors for the purposes of electing Board members and transacting such other business as may be placed on the meeting agenda. Notice of all meetings of the general membership shall be sent to all members via e-mail or U.S. mail at least 30 days prior to the date of the meeting. In the event that a meeting needs to be rescheduled, the Board shall notify all members as soon as practicable via e-mail or U.S. mail.

Quorum and Voting:

Those members present at a meeting, either in person or by proxy, constitute a quorum. Voting will be by secret ballot at such meeting. Each member in good standing is entitled to one vote whether represented in person or by proxy. A simple majority vote is required to take action on any proposal except as noted herein. Immediately upon the conclusion of any election, the Secretary shall tally the votes and shall notify the membership of the results as soon as practicable.

BOARD OF DIRECTORS

Composition:

The Board of Directors shall be the governing body of aPaws. The founders of aPaws shall determine the Initial Board of Directors. Subsequently, all Board members shall be elected from the general membership. Initially, there shall be seven (7) Board members including a President, Vice-President, Treasurer, Secretary and three Members-at-Large. Board members are entrusted with the general management of aPaws affairs; formulate decisions regarding aPaws business and administration, and review member termination situations.

Term:

Each director shall serve a term of two years beginning on January 1st and ending December 31st. Not withstanding the preceding sentence, the Initial President, Treasurer and one Member-at Large shall serve until December 31, 2002 and the remaining initial Board Members shall serve until December 31, 2003.

Elections:

Any Individual Member in good standing may nominate himself/herself or any other Individual Member in good standing for election to the Board. Any Business Member in good standing may nominate one of its executive officers or any other Individual Member in good standing for election to the Board. Members of the Board shall be elected by the membership at the Annual Meeting or by an election conducted by mail, if approved in advance by the Board.

Meetings:

The Board shall meet at least annually at a time and place designated by the President and communicated to the Board members at least thirty (30) days prior to such meeting. As an alternative, the Board may meet telephonically and all actions carried out by it under such circumstances shall be as valid as if the members were all present in person. Quorum: Two-thirds of the members of the Board shall constitute a quorum for the transaction of business at any Board meeting. A majority vote of the Board at a meeting where a quorum is present shall be considered an act of the Board.

Removal and Vacancy:

If a Board Member misses two consecutive meetings without due cause, he/she shall automatically be removed from the Board. In this event, or in the event that a vacancy exists for any other reason, the remaining Board members shall appoint a regular member to fill the vacancy for the un-expired term.

Offices:

The offices of this organization shall be a President, Vice President, Treasurer, Secretary and any other such office as deemed necessary by the Board in the future. The Officers shall be selected from among the Board members and shall conform to the Board offices to which they were elected at the Annual Board Election.

DUTIES OF OFFICERS

President:

Shall be the principal executive officer of the organization and shall, in general, supervise all of the business and affairs of the organization. The President shall have the primary responsibility for the conception, planning and staging of all Member and Board meetings. The President shall also preside at all Member and Board meetings and provide guidance and assistance to the other officers.

Vice President:

Assists the President with all aspects of business and exercises the powers of the President in the President's absence during meetings, interprets and resolves conflicts or issues arising from questions or ambiguities in the Constitution and By-laws (subject to be overruled by a majority vote of the Executive Board), assists in the planning and implementation of aPaws meetings.

Treasurer:

Maintains aPaws bank accounts, maintains financial records, reports financial transactions and status at meetings, collects all membership fees and dues, issues payments as authorized by the Board of Directors, and tracks and inventories aPaws assets.

Secretary:

Records the proceedings of all meetings, documents and maintains the organization's By-laws, maintains all documents required of the organization under State and Federal law, accepts nominations for elected officials, accepts and tallies votes for all elections, and corresponds on matters pertaining to aPaws business as directed by the President and/or Board. Additionally, the Secretary is responsible for maintaining a database of members and producing an annual directory of members.

Amendment:

These By-Laws may be amended at any Board meeting by a two-thirds majority vote of the Board Members. Amendments may only be proposed or initiated by a member of the Board. All members shall be notified in advance of the proposed amendment. Results of the election will be made available to members within 30 days of the meeting. If an amendment is approved, all members shall receive a copy of the amendment.

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