ARTICLE 1 - NAME
The name of the National Chapter of IAPMO is the Dispensing Equipment Alliance and it shall be known as such and referred to hereinafter as the “DEA.” The DEA is a National Chapter of The International Association of Plumbing and Mechanical Officials which shall be known hereinafter as “IAPMO.”
ARTICLE 2 - PRINCIPAL OFFICE
The principal office for conducting the business of the DEA is the Chicago Regional Office of IAPMO located in Mokena, State of Illinois. IAPMO is hereby granted full power and authority to change the location of the principal office.
2.1. Other Offices.
IAPMO may at any time establish branch or subordinate offices at any place or places deemed qualified to conduct the activities of the DEA.
ARTICLE 3 - PURPOSE
The DEA is established for the purpose of providing superior leadership and fostering the awareness of chemical dispensing technology and its impact on public health and safety through comprehensive educational activities, products, codes and standards, and public awareness initiatives. In addition, the DEA will serve as a clearinghouse of experience, ideas, and information to further the objectives and sustain interest on behalf of the DEA membership.
The DEA shall:
A. Set the long term direction for the DEA by identifying critical issues of importance based on identified member needs and based on driving forces affecting the industries represented by the DEA.
B. Pursue and advance the common interests of persons engaged in the chemical dispensing equipment industry.
C. Encourage the voluntary exchange of regulatory and compliance issues, share members’ experience, ideas, and information with regard to the public understanding of the dispensing equipment industry.
D. Promote the interests of the DEA Members.
ARTICLE 4 - ORGANIZATION
The DEA is a chartered national chapter of the International Association of Plumbing and Mechanical Officials which is a non-profit mutual benefit corporation of the State of
California. The Chapter charter has been granted by the Board of Directors of IAPMO in accordance with the Bylaws of IAPMO.
The DEA Bylaws shall be filed and kept on record with IAPMO. These Bylaws may be amended by a majority of voting members of the DEA or by a majority vote of the Executive Steering Committee. Amendments to these Bylaws shall not become effective until such amendments are approved by a majority of the IAPMO Board of Directors. The DEA and its Executive Steering Committee shall have no authority to commit or bind IAPMO to any course of action, function or financial responsibility, or otherwise, except where provided in the Bylaws of IAPMO.
4.2 Other Governance.
The Chapter shall also be governed by any laws of the state within which it is located, if any such laws are applicable.
ARTICLE 5 - MANAGEMENT OF THE DEA
Management of the affairs of the DEA is vested in IAPMO Staff whom shall be assigned by the authority of the Board of Directors of IAPMO. The Executive Director, DEA shall be named as the principle administrator of the DEA’s business affairs and business transactions.
5.1 Membership Records.
The Executive Director, DEA shall keep a record, at the principal office, of the DEA’s members, showing the names of all members, their addresses and the category of membership held by each.
The Executive Director or his designee, DEA shall make arrangements for and be present at all meetings of the Executive Steering Committee.
The Executive Director or his designee, DEA shall give notice of all meetings of the members, Executive Steering Committee, and Committees.
5.3 Financial Accounting.
The Executive Director, DEA shall keep and maintain, at the principal office, adequate and correct accounts of the DEA’s transactions, and produce financial reports at reasonable times. Quarterly reporting shall be shared with membership or at anytime upon the request of the Executive Steering Committee.
No persons other than those persons authorized by the CEO, IAPMO, shall have the authority to incur any obligation or expense on behalf of the DEA.
5.4 Meeting Records
The Executive Director, DEA shall keep at the principal office, a copy of the Bylaws, as amended to date. The Executive Director, DEA shall keep and maintain, at the principal office, minutes of all meetings and all actions of the Officers, Committees, and of members, with the time and place of holding, whether annual, regular or special, and, if special, how authorized, the notice given, the names of those present at Officer and Committee meetings.
ARTICLE 6 - COMMITTEES OF THE DEA
The Executive Steering Committee shall seek to ensure the purpose of the DEA continually remains current, relevant, and on-course to meet the ongoing goals and objectives of the DEA members.
6.1 The Executive Steering Committee shall include five (5) members.
6.2 Qualifications and Representation of Executive Steering Committee Members.
A Executive Steering Committee Member shall be an employee of a member company. The election is of an individual, not the member company. Only one Executive Steering Committee member per member company is allowed.
6.3 Election of Executive Steering Committee.
Executive Steering Committee member shall be nominated at the annual membership meeting with elections of Steering Committee members taking place at the meeting.
6.4 Terms and Rotation of Executive Steering Committee Members.
All Executive Steering Committee members shall have a term of two years. No Executive Steering Committee member shall serve more than two terms consecutively. Terms begin immediately upon election.
6.5 Vacancies of Executive Steering Committee.
Events causing vacancy includes:
B. When a Executive Steering Committee member has been declared of unsound mind by an order of court or convicted of a felony.
C. Dismissal at the discretion of all the other Executive Steering Committee members after missing a third meeting following a probationary period invoked after having missed two meetings in the same fiscal year.
D. When the Executive Steering Committee member’s company is 90 days in arrears with membership dues.
E. When the Executive Steering Committee member is no longer employed by the member company for a period in excess of 90 days.
F. Resignation for any other reason upon giving written notice to any of the other Executive Steering Committee members or DEA Executive Director. When a resignation specifies a date in the future for the resignation to be effective, a successor may be appointed to take office at the time when the resignation becomes effective.
6.6 Filling Vacancies.
A vacancy may be filled by a majority vote of the Executive Steering Committee. The newly appointed Executive Steering Committee member shall fulfill the term of the vacancy. No reduction of the authorized number of Executive Steering Committee members shall have the effect of removing any Executive Steering Committee member before that member’s term expires.
ARTICLE 7 - COMMITTEES
The Executive Steering Committee members, by resolution adopted by a majority of the number of Executive Steering Committee members then in office, provided that a quorum is present, may create one or more committees, each consisting of two or more members, to assist in the operations of the DEA.
In the same manner, the Executive Steering Committee members shall approve the Committee Chairman and the Committee Vice Chairman of each Committee as selected by the committee membership. A Committee Chairman shall be appointed from a Voting Member Category. At no time shall a person serve simultaneously as chairman of more than one committee.
Committee Chairmen shall serve a one-year term and may be reappointed. No Chairman shall serve more than two terms consecutively. The first term of a Chairman appointed to fill a vacancy shall be the unexpired term of the vacating Chairman. Terms begin immediately upon appointment.
All committees are subordinate to the Executive Steering Committee, shall report directly to and serve at the pleasure of the Executive Steering Committee. New committees may be created and appointed to meet the needs of DEA.
ARTICLE 8 - MEMBERSHIP
DEA Membership Categories are established by the authority of the IAPMO Board of Directors. IAPMO may, at any time propose changes, modifications, deletions, or additions to the categories of membership. The DEA Steering Committee, on behalf of the DEA members, may advise IAPMO of desired changes and/or modification to the membership categories.
8.1 There shall be one (1) VOTING MEMBER CATEGORY of membership.
Any individual, corporation, partnership or any other interested stakeholder in the chemical dispensing equipment manufacturer industry desiring to advance the interests of the DEA.
Additional membership categories may be recommended to the IAPMO Board of Directors by the DEA Executive Steering Committee.
8.2 Membership Admission Requirements and Membership Dues.
Membership admission requirements and the associated membership dues are established by the authority of the IAPMO Board of Directors. The DEA Executive Steering Committee members, on behalf of the DEA Members may advise IAPMO of desired changes and/or modifications to the membership admission requirements and fees.
ARTICLE 9 - MEETINGS
Face-to-face meetings of the Executive Steering Committee shall be held at any place that has been designated by the Executive Director, DEA, or his delegate.
Any meeting may be held by conference communication so long as all participating can communicate with one another.
There shall be one (1) regular business meeting annually.
There shall be one (1) annual Members meeting whereby the Executive Steering Committee member will be elected for such seats as are vacant by virtue of a Executive Steering Committee member’s term having expired or for any other reason.
9.2 Special Meetings.
Special meetings of the Executive Steering Committee, for any purpose, may be requested by any two Executive Steering Committee members by notifying the Executive Director who shall inform all Executive Steering Committee members of the Special Meeting within three (3) working days.
9.3 Notice of Executive Steering Committee Meetings.
Notice of the time and place of all Executive Steering Committee meetings shall be given to each Executive Steering Committee Member by one of the following methods: (a) personal delivery of written notice (b) first-class mail (c) telephone communication including fax transmissions or (d) e-mail. Notices shall be delivered either directly to the Executive Steering Committee Member or to a person at the Executive Steering Committee Member’s office who would be expected to communicate such notice promptly to the Executive Steering Committee Member. All notices shall be sent to the address or telephone number as shown on DEA records.
Notices shall be received by the Executive Steering Committee Members no later than four (4) days before the time set for the meeting except for Special Meetings. Special Meeting notices shall be given 48 hours if possible but no less than 24 hours.
9.4 Quorum at Meetings.
9.4.1 Officer Meetings.
A majority of the authorized number of Executive Steering Committee Members shall constitute a quorum for the transaction of business. Every act done or decision made by a majority of the Executive Steering Committee present at a meeting duly held at which a quorum is present shall be regarded as the act of the Executive Steering Committee. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Officers, if any action taken is approved by at least a majority of the required quorum for that meeting.
9.4.2 Standing Committee Meetings.
A majority of the members of said committee present at any duly held committee meeting establishes a quorum.
9.4.3 Annual Membership Meeting.
A majority of the members attending the membership meeting at which officer elections are held shall constitute a quorum for the transaction of business.