Bylaws of EnviroCert International, Inc.

A Non-Profit Corporation

IMPORTANT!
The current version of the Bylaws is the one available on the EnviroCert International, Inc. web site (www.envirocertintl.org). If there is a difference between the printed version and the online version, use the online version.

Article I - Offices

Section 1. Principal Office

The principal office of EnviroCert International, Inc. (may herein be referred to as the Corporation) shall be located at 49 State Street, in the City of Marion, North Carolina, 28752 in the United States of America.

Section 2. Registered Office

The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Notice of any change in the registered office shall be filed with the Secretary of State of North Carolina.

Section 3. Other Offices

The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

Article II - Members and Shareholders

Because this Corporation is a Non-Profit Corporation, it shall have no shareholders. The Chair of the Certified Professional in Erosion and Sediment Control, Inc. Council; the Certified Erosion, Sediment and Stormwater Inspector, Inc. Council; the Certified Professional In Storm Water Quality, Inc. Council, and the Certified Municipal Separate Storm Sewer System Specialist, Inc. who shall be elected in accordance with their own respective by-laws, shall be Directors of this Corporation. All functions, business transactions and affairs of this Corporation shall be handled entirely by the Directors hereof, or by such committees as may be established by the Directors hereof pursuant to these By-Laws and pursuant to Chapter 55A of the NC General Statutes.

Article III - Directors

Section 1. General Powers

All Corporate powers and authority shall be exercised by or under the authority of the Board of Directors. All functions, business transactions and affairs of the Corporation shall further be managed by or under the direction of the Board of Directors or by such Committees as may be established by the Board of Directors. This Corporation is the central organization of a group of affiliated subordinate non-profit corporations that are subject to general supervision by this Corporation, all of which are tax-exempt under IRC 501(c)(6), as follows: Certified Professional in Erosion and Sediment Control, Inc.; Certified Erosion, Sediment and Stormwater Inspector, Inc; Certified Professional In Storm Water Quality, Inc. and Certified Municipal Separate Storm Sewer System Specialist, Inc.;

Section 2. Members and Terms

1. The Board of Directors shall consist of not less than five (5) nor more than twelve (12) directors. Initially, there shall be eight (8) Directors. The current Chair of the Council Executive Committee of Certified Professional in Erosion and Sediment Control, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Professional in Storm Water Quality, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Erosion, Sediment and Storm Water Inspector, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The current Chair of the Council Executive Committee of Certified Municipal Separate Storm Sewer System Specialist, Inc. (a non-profit corporation affiliated with and subordinate to EnviroCert International, Inc.) shall be one of the members of the Board of Directors. The remaining Directors, (see Section 2.D., below) if any, shall be elected annually for a two-year term by the Directors at the Annual Meeting of this Corporation.
2. The term of office for each person identified in Paragraph A of this Section serving as a Director shall be for the duration of such person's tenure as the Chair of their respective Council Executive Committee.
3. A Director shall have the right to resign, but such resignation from this Board of Directors shall also constitute resignation by such person as the Chair of the Council Executive Committee which he or she represents.
4. Additional Directors shall include two (2) at-large Directors. At least one of the at-large Directors shall be an individual who has an interest in the Purpose and Mission of EnviroCert International, Inc. that is not currently a registrant of one of the Certification Programs of EnviroCert International, Inc. The remaining at-large Director may or may not hold one of the Certifications of EnviroCert International, Inc. The at-large Directors may not hold one of the offices of EnviroCert International, Inc. The terms of the at-large Directors shall be as specified in Section 2.A. above.
5. The Executive Director of EnviroCert International, Inc. shall be a Director. The Executive Director shall remain a Director so long as he/she is employed by EnviroCert International, Inc. The Executive Director shall not be an officer of the EnviroCert International, Inc. Board of Directors.

Section 3. Removal

A Director may be removed from office with or without cause by a vote of the majority of the Directors. Removal of a Director from this Board shall also constitute removal of such person as the Chair of the Council Executive Committee of his or her respective non-profit corporation referred to herein.

Section 4. Chairman

There shall be a Chairman of the Board of Directors to be elected at the Annual Meeting. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be directed by the Board or by these By-Laws.

Section 5. Meetings

There shall be at least one annual meeting of the Directors per year. At such annual meeting Directors whose terms have expired, and the officers of the Corporation shall be elected. All meetings shall be for Directors and ex-officio members (see Section 12 of this Article) only. Others wishing to address the Board of Directors shall do so by invitation only. A request to address the Board of Directors shall be submitted in writing at least 14 days prior to the meeting. The Chair shall be responsible for approving all such requests. Those attending the Board of Directors meetings by invitation shall do so at their expense unless prior approval by the Board of Directors.

Section 6. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of any two Directors. Special meetings may be held at any location, either within or without the State of North Carolina.

Section 7. Notice of Meetings

1. All meetings shall be held with advance notice of at least fourteen (14) days, such notice to be provided by any usual means of communication, which may include mail, fax or e-mail. Such notice need not specify the purpose for which the meeting is being called.
2. Attendance by a Director at a meeting shall constitute a waiver of any deficiency in the notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business therein transacted, but only if the Director does not further participate in any additional discussion or action in connection therewith.

Section 8. Informal Action by Directors

Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 9. Quorum

A majority of the Directors shall constitute a quorum for the transaction of business.

Section 10. Voting

Whenever a quorum is present at the time a vote is taken, the affirmative of the majority of Directors present shall be the act of the Board. A Director who is present at a meeting when action is taken is deemed to have assented to the action unless the Director objects at the beginning of the meeting as provided herein, unless such Director's descent or abstention is entered in the minutes.

Section 11. Meeting by Telephone Conference Call

A special meeting of the Board may take place by means of telephone conference call, provided all notice requirements are satisfied and provided all directors participating can hear each other simultaneously during the course of the meeting.

Section 12. Ex-Officio Members

The past officers of this Corporation shall be ex-officio members of the Board of Directors and shall thereby be allowed to attend and speak at meetings of the Board but shall not have a vote on matters brought before the Board.

Section 13. Rules of Order

The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern all meetings of the Board of Directors unless there is a specific provision provided to the contrary within these By-Laws.

Section 14. Compensation

Because this is a non-profit corporation, under IRS 501(c)(6), no Directors shall be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings of the Board or other meetings for official corporation matters.

Article IV - Committees

Section 1. Generally

The Board of Directors may create such committees as are necessary from time to time to assist the Board of Directors.

Section 2. Minutes

Each Committee shall keep a written record of minutes of each meeting. The minutes shall be distributed to all members of the Board within 30 days after the conclusion of each meeting.

Article V - Officers

Section 1. Officers

The officers of the Corporation shall consist of Chair, Administrative Vice-Chair, Technical Vice-Chair, Financial Vice-Chair, and Past Chair. The same individual may not hold more than one office.

Section 2. Election and Term

Officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors. It is required that a candidate for an officer shall be a current member of the Board of Directors. The term of office for all officers shall be as specified in Article III of this document. Officers may not serve more than two terms.

Section 3. Vacancy

Any vacancy shall be filled by the Board of Directors at a special meeting duly called for such purpose or at the annual meeting. Replacement officers shall serve for the remainder of the term filled.

Section 4. Chair

The Chair shall preside at all meetings and appoint committees as deemed necessary and shall exercise usual executive powers pertaining to the office of the Chair as well as such other duties as may be assigned or designated to him/her from time to time by the Board of Directors. He/she shall work closely with the Directors and keep abreast of the needs of the Corporation and will serve as a liaison between the Corporation and the Board of Directors to assure smooth and accurate communication. The Chair shall work closely with the Executive Director and shall be subject to control of the Board of Directors, in accordance with these By-Laws.

Section 5. Administrative Vice-Chair

In the absence or disability of the Past Chair, the Administrative Vice-Chair shall act as Chair. The Administrative Vice-Chair shall perform such other duties as the Directors from time to time may designate. The Administrative Vice-Chair shall be responsible for sending notification of all meetings to the Directors and others entitled to receive such notice and shall be responsible for preparing and distributing minutes of the meetings of the Board. The Administrative Vice-Chair shall further have the responsibility to sign and execute, along with the Chair or other authorized officer, all contracts or other documents in the name of the corporation that require the signature of more than one officer. The Administrative Vice-Chair shall maintain custody of the corporate seal and shall perform such other duties as the Board may from time to time direct.

Section 6. Technical Vice-Chair

The Technical Vice-Chair shall perform duties as the Directors may from time to time designate. He/she shall be responsible for coordinating with the Technical Vice-Chairs of the Councils any and all technical aspects of the certification programs.

Section 7. Financial Vice-Chair

The Financial Vice-Chair shall perform duties the Directors may from time to time designate. The Financial Vice-Chair shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He/she shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any Director for a period of ten (10) years, and the Financial Vice-Chair shall mail or otherwise deliver a copy of the latest statement to any Director upon his/her written request therefore. The Financial Vice-Chair shall, in general, perform all duties incident to his/her office and such other duties as may be assigned to him from time to time by the Chair or by the Board of Directors.

Section 8. Past Chair

In the absence or disability of the Chair, the Past-Chair shall act as Chair. The Past Chair shall perform such other duties as the Directors from time to time may designate. The Past Chair will prepare a written report to be included in the meeting minutes, within one year of taking the Past Chair position, a report of the corporations progress during his/her time as Chair. This report shall include highlights as well as items that need to be addressed in the future. The report shall be presented at a formal meeting of the Board of Directors.

Section 9. Executive Director

The Executive Director shall have the authority and responsibility for implementation of policies and programs and for overseeing the daily operations of the Corporation, including without limitation administration of staff duties and responsibilities. The Executive Director shall be employed by the Board and shall perform duties for the Corporation as the Board may from time to time specify. The Executive Director shall be the spokesman for the Corporation and for all the subordinate affiliated non-profit corporations referred to and identified in Section 1 of Article III of these By-Laws and shall provide administrative support for all of the actions and undertakings of each subordinate affiliated non-profit corporations. The Executive Director of this Corporation shall also serve as the Executive Director of each of the subordinate affiliated non-profit corporations referred to and identified in Section 1 of Article III of these By-Laws.

Section 10. Resignation or Removal

An officer may resign at any time by delivering written notice to the Board and it shall be effective on the date such notice is received by the Board or on the date specified in the notice. The Board may, by a majority vote, remove any officer at any time, with or without cause.

Section 11. Vacancies

Vacancies in any office may be filled by a majority vote of the Board at any regular or special meeting of the Board.

Section 12. Other Officers or Agents

The Board may appoint such other officers and agents as it shall deem necessary, expedient or prudent. These persons shall have such terms and shall exercise such powers and perform such duties as the Board may determine from time to time.

Section 13. Compensation

Officers shall not be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings for official corporation matters.

Article VI - Contracts, Loans, Checks, Deposits

Section 1. Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments on behalf of the Corporation, and such authority may be general or confined to specific instance.

Section 2. Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts

All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.

Article VII - General Provisions

Section 1. Seal

The corporate seal of the Corporation shall consist of such seal as is impressed on the margin hereof.

Section 2. Fiscal Year

Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall be from April 1 through March 31 of the following year.

Section 3. Amendments

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors, provided advance notice as to the repeal or amendments must be given to the Directors at least ten (10) days before the meeting where such issues are to be decided.

Section 4. Gifts and Donations

Any gift or donation to the Corporation shall be subject to the approval and acceptance by the Board.

Article VIII - Section 501(c)(6) Corporation

1. This corporation is organized for non-profit purposes, as an association of persons having a common business interest and desiring to promote such interest, under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
2. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its Directors, trustees, officers, members or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and as permitted by section 501(c)(6) of the Internal Revenue Code.
3. The activities of this Corporation shall be directed to the improvement of the business conditions applicable to the purposes of this Corporation set forth in the Articles hereof and in these By-laws. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.
4. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to such organization or organizations that are organized and operated for non-profit purposes as closely aligned as possible to the purposes and objectives of this Corporation which shall at the time qualify as an exempt organization or organizations organized and operated under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article IX - Indemnification

1. Any person who at any time serves or has served as a director of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) expenses, including reasonable attorneys' fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Corporation, arising out of his or her status as such director, or his or her status as an officer, employee or agent of the Corporation, or his or her service, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities, and (b) any liability incurred by him, including without limitation, satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding.
2. The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this Bylaw, including without limitation, to the extent necessary, (a) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her and (b) giving notice to and obtaining approval by the shareholders of the Corporation.
3. Expenses incurred by a director in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to pay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation against such expenses.
4. Any person who at any time after the adoption of this Bylaw serves or has served as a director of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Bylaw, and shall not be limited by the provisions for indemnification in Section 55A-8-51 through 55A-8-56 or the North Carolina Nonprofit Corporation Act or any successor statutory provisions. Any person who is entitled to indemnification by the Corporation hereunder shall also be entitled to reimbursement of reasonable costs, expenses and attorneys' fees incurred in obtaining such indemnification.

Dated the _26_ day of __March __, 2010.

Administrative Vice Chair

EnviroCert International, Inc.