Pennsylvania Environmental Health Association Bylaws

I. NAME

The name of this organization shall be the Pennsylvania Environmental Health Association, Inc. This Association, hereinafter referred to as the Association, shall be affiliated with the National Environmental Health Association, Inc., hereinafter referred to as NEHA.

II. OUR MISSION

Enhancing our environment and safeguarding the public through continued education and collaboration of environmental health professionals.

III. PURPOSE

The purpose for which the Association is organized is the transaction of any and all lawful business for which nonprofit corporations may be incorporated under the laws of the Commonwealth of Pennsylvania, as they may be amended from time to time. Moreover, and this shall be deemed as a limitation upon the purpose as previously set forth, the object and purpose of the Association is providing a professional organization with the goal of improving public health and the environment in Pennsylvania. This shall be achieved by:

• Promoting an association of Environmental Health Specialists and other environmental health professionals in industry, regulatory and academia. 

• Improving the consistency of environmental health practices in Pennsylvania.

• Encouraging cooperation between the private and public sectors in activities directed toward the improvement of public health and the environment.

• Cooperating with other agencies and organizations to improve efficiency of environmental health professionals.

• Establishing a central point for reference and educational materials for the membership.

• Developing methods of measuring and evaluating achievements in environmental health.

• Providing opportunities for professional growth through education.

• Promoting professional and technical excellence for environmental health professionals.

• Improving recognition of environmental health professionals as a professional group rendering services vital to the health and well-being of the public.

• To promote, through educational means, public awareness of environmental factors which affect the general well-being of the populace; and to otherwise promote the objectives of NEHA.

IV. OFFICERS

The Governing Board (Board) of the Association shall be composed of seven (7) to eight (8) officers. All members of the Board shall be voting members of the Association and voting members of NEHA. Members of the Board must be Association members in good standing and live or work in Pennsylvania to be nominated, elected, or serve. 

Listed below in order of rank or succession with their terms and duties are:

1. President

   1. Serves a one (1) year term as President followed by a one (1) year term as Past President.

   2. Serves as the Association’s chief executive officer and represents the Association on NEHA’s Board of Directors. 

   3. Presides over business meetings and Board meetings.

   4. Subject to approval of the Board, the President creates committees and appoints their chairpersons. 

2. President Elect

   1. Elected during the annual business meeting as outlined in the voting section.

   2. Serves a one (1) year term as President Elect followed by a one (1) year term as President.

   3. Assists the President with their duties and serves as President in their absence during meetings.

3. Past President

   1. Serves a one (1) year term as Past President.

   2. Works with the President and President Elect to draft the President’s report to be provided at the annual Business Meeting. 

   3. Serves in an advisory capacity to the President and President Elect

4. Secretary

   1. Serves a two (2) year term as Secretary.

   2. Records and maintains accurate accounting of all proceedings of the Board.

   3. Maintains a current accounting of membership.

   4. Provides an annual report to the Commonwealth of Pennsylvania to maintain incorporation in accordance with Pennsylvania Law. 

5. Treasurer

   1. Serves a two (2) year term as Treasurer.

   2. Maintains an accurate accounting of the Association’s finances and provides a report to the Board at each meeting.

   3. Oversees the Association’s funds and deposits all funds into an account or accounts selected by the Board. 

   4. Obtains itemized receipts for any dispensation of funds, digital copies of which are maintained in a location accessible to the Board at all times.

      1. Is authorized, along with the President or President Elect, to sign checks dispensing the Association’s funds.

      2. If necessary and approved by the Board, maintains a purchasing card to allow for dispensing of funds.

   5. Recommends to the Board for approval a fee schedule to maintain the Association’s solvency. 

6. Members-at-Large

   1. Three (3) positions.

   2. Serves a two (2) year term as Member-at-Large.

   3. Chairs committees as appointed by the President.

Individuals who have served two (2) terms as President in the prior 5 years cannot be re-elected as President Elect or President until two years have elapsed following the end of their last term.  

V. COMMITTEES

Committees shall be established to plan and conduct the Association’s business. Standing and program committees operate continuously, while special committees meet to handle a specific task or issue, then disband once the stated goals are accomplished.  

Each committee shall consist of a chair, co-chair, and at least three (3) other members in good standing. The chair and co-chair shall be members who are eligible voters. Committees must also be composed of a majority of members who are eligible voters. Upon taking office and subject to Board approval, the President shall appoint chairs for all standing, program and special committees. The Board shall have power to fill vacancies occurring in any committee in the absence of the President.  

It shall be the duty of the chair of each committee to appoint the committee members, fulfill their charge, and submit their reports in writing to the Board. Committee chairs shall serve until the next annual business meeting, or until their respective successors are appointed.  Committee membership is open to any member in good standing unless required otherwise in the Bylaws. An individual is considered a committee member when appointed by the committee chair and attends their first committee meeting. Committee membership shall cease when a person either resigns from the committee or is absent for three consecutive committee meetings.

The President will prioritize filling standing committees first, followed by program or special committees.

Standing committees shall include the following:

1. Elections and Nominations Committee

The Nominations Committee is a standing committee. The committee is responsible for conducting elections, nominations, and voting as described in the bylaws. The chair of the committee shall be the current Past President. No member of this committee shall be eligible to run for officer roles.

2. Membership Committee

The Membership Committee is a standing committee. The committee is responsible for recruiting new members, maintaining existing members, and facilitating payment of dues.  The committee shall assist the Board in maintaining a current membership list and contact information for the newsletter, ballots, distribution of minutes, and membership renewals.

3. Finance Committee

The Finance Committee is a standing committee. The committee is responsible for assisting and advising the Treasurer, formulating a recommended budget for each fiscal year, and developing ways and means of raising funds for the operation of the Association. The chair of the committee shall be the current Treasurer, and the President Elect shall serve as co-chair.

The committee shall present a budget for the conduct of activities of the Association for the following fiscal year at the October Board meeting of each year. The fiscal year shall be defined as January 1 to December 31. The Board shall approve a budget prior to the end of the fiscal year. The Board may vote to accept, accept with revision, or deny the budget recommended by the Finance Committee. Once a budget has been adopted by the Board, approved expenditures may be made by the authorized parties without an additional vote of approval by the Board. Expenditures for items not entered in the budget or for approved items exceeding their budgetary limit must be submitted to the Finance Committee for its recommendation and then approved by a majority vote of the Board.

4. Audit Committee

The Auditing Committee is a standing committee. The committee is responsible for reviewing and auditing the books of the Treasurer for the previous fiscal year and current fiscal year completed before the annual business meeting. The audit shall be complete, and a report provided to the Board before the annual business meeting.

Program Committees shall include the following: 

5. Program and Education Committee

The Program and Education Committee is a program committee. The committee is responsible for advising the Board on educational matters and shall promote the pursuit of knowledge of environmental health. This shall include but is not limited to conferences, educational resources, training sessions, website development, and publications. The chair of the committee shall be the current President Elect.

6. Public Affairs Committee

The Public Affairs Committee is a program committee. The committee is responsible for reviewing, formulating, and promoting existing and proposed state and local laws, ordinances, and regulations regarding environmental health. The committee shall act as a liaison group between membership, state agencies, public health associations, and other stakeholders on matters pertaining to environmental health. The committee shall make recommendations for action to the Board.

7. Awards & Recognition Committee

The Awards and Recognition Committee is a program committee. The committee is responsible for conducting the nominations and selection of recipients of Association awards. The committee shall present their selections to the Board for approval. The committee shall meet as needed.

All committees shall present a final written report to the Board and report to the Association’s members at the annual business meeting when requested. Progress reports shall be presented to the Board at such intervals, as they may deem necessary.

VI. MEETINGS

1. Regular Meetings 

The Board may take action to set the time, date, and place for the holding of a regular annual meeting of the Board and additional regular meetings of the Board without other notice than such action.

2. Special Meetings 

Special meetings of the Board may be called by, or at the request of, the President or upon a written request to the Secretary/Treasurer by four (4) members of the Board. Notice of any special meeting of the Board shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting. Attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened.

3. Electronic Meetings and Conference Calls

Any action to be taken at a meeting of the Board or any committee thereof may be conducted virtually. Virtual participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.

4. Action by Written Consent

Any action requiring a vote of the Board may be taken without a meeting if a consent in writing, setting forth the action taken, is approved by all of the members of the Board entitled to vote with respect to the subject matter thereof.

5. Use of Electronic Communication

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means. 

6. Board Meetings and Voting

The Board shall meet in person or by conference call upon the request of the President or two (2) members of the Board. Each member shall have one (1) vote. Five (5) Board members shall constitute a quorum for the transaction of business at any duly called meeting of the Board; provided when less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. If a board vote results in a tie, the President will cast the deciding vote.

VII. Elections, Nominations, and Voting

1. Elections

The Nominations and Elections Committee shall conduct the annual election of officers.  Elections shall be held annually at the annual business meeting.  Elections may be held at regular or special meetings when circumstances necessitate the election of an officer(s) before the annual meeting.

2. Eligible Voters

Active and Emeritus members, in good standing, shall be entitled a vote in all matters which shall be brought before the membership in accordance with the provisions of these Bylaws. These categories of membership shall be known as eligible voters. Eligible voters are required to work or live in Pennsylvania.

3. Election of Officers

Eligible voters shall elect the officers provided for in these Bylaws:

1. President and President Elect. The President Elect shall be elected annually.  The President Elect of the preceding year shall automatically become President.  The President shall then become Past President, and the Past President shall retire from the Board.  If there ever should be a vacancy in the President Elect position, eligible voters shall elect both a President Elect and President to complete the unexpired term.

2. Secretary and Treasurer. Eligible members shall elect biannually in alternate years a Treasurer and a Secretary. During the inaugural year of the Association, the Secretary will serve a one (1) year term and the Treasurer will serve a two (2) year term.

3. Members-at-Large:  Members-at-Large shall be elected annually.  During the inaugural year of the Association, one (1) Member will serve a one (1) year term and two (2) Members will serve a two (2) year term.

4. Nominations: Roles

The Nominations and Elections Committee shall conduct the annual nomination and election of officers. The Committee shall annually produce a calendar that reflects the dates and deadlines as specified herein for the following:

1. Receipt of eligible member names from the Board for use by the Committee, receipt of candidate petitions by the Committee, receipt of other ballot issues, the Committee’s report to the Board of names of nominees, preparation of the list of eligible voters, presentation dates for ballots, receipt of returned ballots and the date, time, and place for counting ballots.

2. The Board shall provide notice of this schedule and of the opportunity to nominate candidates by petition to all members in writing and on the Association’s website following Board selection of the date of the annual business meeting.

5. Nominations of Candidates

The Board will provide a list of eligible members, who are also eligible voters, and are in good standing to the Nominations and Election Committee at least 120 days prior to the annual business meeting. Any eligible member in good standing who wishes to nominate another eligible member in good standing may do so by submitting the member’s name to the Committee at least 90 days prior to the annual business meeting, with the endorsement of two (2) other eligible members in good standing. If the nominee accepts, the Committee may place the nominee’s name on the slate of candidates.

6. Nominations: Slate of Candidates

The Nominations and Elections Committee shall send the names of at least two candidates for each expiring officer role to the Board at least 75 days prior to the annual business meeting. The Board shall inform members of candidates available for elected officer roles at least 60 days prior to the annual business meeting.

7. Voting: Eligible Voters

The Nominations and Elections Committee shall ensure that only members who are eligible voters are permitted to vote and may develop procedures to ensure compliance with this section.

8. Voting: Presentation of Ballots

The Board shall have ballots prepared containing the names of all candidates for each expiring officer role(s) to be elected, together with a space for “write-in” candidates.  Official ballots shall be presented in writing and available for all eligible voters at the annual business meeting.

An absentee ballot shall be provided in writing to any member who is an eligible voter and is unable to attend the annual business meeting.  Absentee ballots must be requested at least 45 days prior to the annual business meeting.  The Board must provide absentee ballots no later than 30 days prior to the annual business meeting.

The Board may provide a ballot to all eligible voters by means per discretion of the Board.

9. Voting: Submission of Ballots

Each eligible voter receiving an official ballot shall return the voted ballot to the Board during the annual business meeting. Absentee ballots must be received by the Board no later than seven (7) days prior to the annual business meeting.

10. Voting: Tabulation of Ballots

The Nominations and Elections Committee shall count and tabulate all submitted ballots during the annual business meeting. The results of the election shall be provided to the Board for review and approval. The candidate receiving the largest number of votes shall be elected to the officer position for which they were nominated. 

Any tie shall be resolved either by a recount, or if necessary, the Board shall call for an additional vote between the tied candidates of eligible voters who are present at the annual business meeting.

11. Voting: Notification of Election Results

The Board shall announce the election results to the members at the annual business meeting immediately before the termination of the meeting. An announcement shall also be made to all members immediately after the annual business meeting. The elected Officers shall be inducted into office at the close of the annual business meeting and shall hold office until their successors have been qualified. The ballots and nomination petitions shall be retained until the Board directs their destruction. 

VIII. AMENDMENTS

1. Authority to Amend

The Board will approve amendments to the Bylaws. Voting will take place at the next scheduled Board meeting.

2. Procedure for Proposing Amendments

Any proposal to amend or change the Association’s Bylaws shall require a written proposal presented to the Secretary at least 60 days prior to the next scheduled regular  meeting for distribution to voting members. Proposed amendments to the Bylaws will be sent to voting members at least 30 days prior to the Board meeting to allow for a comment period.

3. Record-Keeping

Any approved amendments shall be documented and recorded in an official record, as well as in the meeting minutes.