International Consumer Product Health and Safety Organization
(“ICPHSO”)

Bylaws

Revised and Approved April 6, 2006
Revised and Approved January 14, 2010
Revised and Approved June 17, 2019
Revised and Approved October 25, 2019
Revised and Approved September 28, 2022

ARTICLE I, NAME AND LOCATION

Section 1. Name

The name of the organization shall be the International Consumer Product Health and Safety Organization (“ICPHSO”), hereinafter called the organization.

Section 2. Location

The principal office of the organization shall be designated by the Board of Directors.

ARTICLE II, MISSION OF THE ORGANIZATION

ICPHSO is an international forum for individuals dedicated to consumer product safety. The mission of the organization is to:

1. Provide a forum for international health and safety professionals from government, industry, consumer groups and other stakeholders for the exchange of ideas in a learning environment.
2. Initiate and promote activities geared to enhance health and safety of consumer products worldwide.
3. Develop and Coordinate training programs for regulatory officials, the regulated industry, and other interested parties.
   

ARTICLE III, MEMBERSHIP

Section 1. Membership

Membership in the organization shall be open to individuals who support and encourage the health and safety of consumer products. New membership is based on the calendar year and begins the 1st of January. Annual membership is available at varying levels determined by the type of involvement and activities of the individual, as set forth below.

Section 2. Membership Categories

Annual membership shall be available in the following categories:

1. Non-Business:
   
   Open to all levels of government global regulators, including National, Federal, State, Regional and Local, Educator, Full Time Student, Retiree, Academic, Consumer, or Media.
   
   
2. Business:
   
   Open to Manufacturers, Business Agents, Consultants, Law Firms, Testing Labs, Retailers, Trade Associations, and NGO’s worldwide.
   
   
3. Non-conference membership:
   
   Open to individuals not planning to attend any ICPHSO conferences or workshops but who wish to avail themselves access to ICPHSO’s members-only publications and communications, including past presentation materials and other information published on the members-only website.

Section 3. Honorary Lifetime Memberships

The Board may decide to award a limited number of complimentary lifetime memberships each year to individuals who have a long-term history of supporting consumer product safety. Nominations for lifetime memberships shall be presented to the Board prior to the annual symposium and will be considered for approval by the Board at its Annual Meeting.

ARTICLE IV, BOARD OF DIRECTORS

Section 1. Board Membership

Board membership in the organization shall be open to members in good standing. Board membership in the organization shall be open to individuals who represent a constituency with an interest and stake in consumer product safety. Board membership shall be a minimum of eleven (11) and a maximum of nineteen (19) members. Board membership shall be comprised of a broad representation from various perspectives and shall seek to include representatives of government, business, education, trade and professional associations, and consumer and public interest groups. Board membership should provide broad representation to reflect the diversity of the consumer product safety community. Membership is limited to only one member from any organization which would include subsidiaries, Board members are selected based upon their professional association, employment, and/or representation of a specific stakeholder group(s). In the event of a board members change of employment or professional affiliation during their term, the board member shall notify the Executive Committee. The Executive Committee in consultation with the Executive Director will determine if the board member will continue to serve out their term and/or a second term, if applicable. If the board members employment change alters the balance of stake holder representation on the board, the board members term will be terminated at the request of the Executive Committee. The Executive Committee may elect to provide the board member a reasonable amount of time to obtain employment and/or another professional association, after such time the Executive Committee shall determine if the board member shall remain on the board.

Each board member is expected to provide volunteer hours to ICPHSO. Additional board membership(s) by a board member may present a conflict with the duties and responsibilities expected of each board member by ICPHSO. Any ICPHSO board member who is a board member or becomes a board member of another organization or company must disclose that to the Executive Committee. The Executive Committee will determine whether a conflict exists, and if so, the board member will be removed from the ICPHSO board upon recommendation to and a vote by the Board of Directors.

Section 2. Ex Officio Members of Board of Directors

A representative designated by the U.S. Consumer Product Safety Commission. a representative designated by Health Canada/Sante Canada, and a representative designated by the European Commission shall serve on the Board of Directors as Ex Officio members. in unspecified term as the liaison from their regulatory agency to ICPHSO to ensure an orderly and consistent representation. If the named Ex-Officio members change jobs within their organization, the EC will review the appropriateness of retaining the named individual as an
Ex Offico member representing the regulator or seeking the appointment of a replacement

Ex Officio Board membership invitations may also be extended up to three additional government product safety agencies or authorities, who may designate a representative for a three (3) year term. These terms will be staggered, with the first additional ex officio members term beginning on March 16 of the year elected, and the second and third ex office member to follow with their terms beginning on March 16 of each subsequent year. Each additional ex officio representative will serve an initial three (3) year term from the date they are elected.

Ex Officio members shall not have a vote and shall not be included in the count for the minimum or maximum number of directors set forth in Section 1, Board Membership, above. Ex Officio member Board membership invitations and representative designations under this section require approval by a majority vote of the Board.

Section 3. Representatives of other Product Safety Agencies or Authorities

Representatives from other country or regional product safety agencies or authorities who are involved with product safety will also be permitted to attend an ICPHSO Board meeting upon approval of the sitting ICPHSO President.

Section 4. Terms

Board members shall be elected to serve a three-year term by a majority of the Board of Directors. Any Board member may serve one additional consecutive three-year term if nominated and elected by a majority of the Board members following the expiration of a member’s first term. The terms of new Board members shall begin on the 16th of March of the year they begin serving.

Section 5. Vacancies

The President, with a majority of Board approval, may appoint a person to fill the unexpired term of any Board member. The fulfillment of any unexpired term shall not be counted toward the term of Board membership.

ARTICLE V, BOARD MEETINGS

Section 1. Annual Meeting

The Board shall meet in person at least once each year unless global issues such as a pandemic or other emergencies requires a virtual meeting in lieu of an in-person meeting. The annual Board meeting shall be held in conjunction with the annual symposium.

Section 2. Other Meetings

Meetings of the Board may be held at such time, date, and location determined by the President. Meetings may be conducted in person or by telephonic or other electronic communication. If a situation arises which requires a vote by the Board, the President shall call a specific meeting, if time permits. If time does not permit, the President shall notify all Board members and conduct a vote by phone, mail, or e-mail.

Section 3. Quorum

A quorum, which represents a majority of voting Board membership, is needed to conduct organization business.

Section 4. Voting

Each Board member shall be entitled to one vote in accordance with the terms and provisions of these Bylaws.

ARTICLE VI, OFFICERS

Section 1. Officers

The Officers of the organization shall be the President, President-Elect, Treasurer, Vice President, Past President, and Secretary. The succession of order for each officer shall be as follows: Vice President, Treasurer, President-Elect, President, Past President. Each officer with the exception of the Secretary serves a one (1) year term in each position. These positions shall comprise the Executive Committee.

Section 2. Election of Officers

The Board shall elect the new officers at or before its annual meeting. The nominating committee shall prepare a proposed slate of officers and notify the Board of the slate prior to the annual meeting. Additional nominations may be presented to the nominating committee prior to the annual meeting.

Section 3. Terms

The President, President-Elect, Treasurer, Vice President, and Past President of the organization shall be elected to serve a one-year term and may be re-elected for one additional consecutive term by a majority of Board members. The secretary, a non-voting position, is the organization’s Executive Director and is an employee of the organization.

Section 4. Vacancies

If any officer position becomes vacant, the Executive Committee shall make recommendations to the Board of qualified Board members to fill the vacancy. The Board may elect a qualified person to fill such vacancy for the unexpired term.

Section 5. Duties of Officers

President:

The President shall serve as chief executive officer for the organization. The President shall, in carrying out the duties for the organization, serve as Chairman of the Board of Directors and the Executive Committee. The President shall make an annual report on the affairs of the Board and fiscal and financial status of the organization. The President shall communicate to the organization or to the Board of Directors, such matters and make such suggestions as may, in his/her opinion, tend to promote the welfare and increase the usefulness of the organization and shall perform such other duties as required of the office of President or as may be prescribed by the Board of Directors.

President-Elect:

The President-Elect shall act in the capacity of the President at the President’s bidding or in case of absence of the President. The President-Elect shall also be responsible for fulfilling duties delegated to him/her by the President. The President-Elect shall automatically fill the unexpired office of President if the latter office shall become vacant or when the annual term of the office of President is complete. The President Elect is specifically responsible for chairing the Symposium Planning Committee. This committee is responsible for the planning and management of the annual meeting and training symposium.

Treasurer:

Financial management of the organization is vested in the professional staff that shall be appointed by the Board of Directors, which includes a professional management company, the Executive Director, and a financial advisor. The Treasurer serves on the Board of Directors and automatically succeeds the President-Elect and President of the organization. The Treasurer shall be kept informed of all monies received and expended for use of the organization and shall be informed of all disbursements authorized by the Board and approved by the Executive Director. The Treasurer shall automatically fill the unexpired term of the office of the President-Elect, if the latter office shall become vacant, or when the annual term of the office of the President-Elect is complete. The Treasurer shall provide quarterly financial updates (or more frequently if determined to be necessary) to the Board of Directors in consultation with the Executive Director.

Vice President:

The Vice President serves on the Board of Directors and automatically succeeds the Treasurer, President-Elect, and President of the organization. The Vice President shall assist in carrying out the programs of the organization by fulfilling the duties delegated to him/her by the President. The Vice President, at the direction of the President, is also responsible for the coordination and oversight of the activities of the committees established under Article VII, including but not limited to their reports at Board meetings. Coordination and oversight are under the supervision of the President, who has the sole responsibility to appoint committee members under Article VII, Committees.

The Vice President shall automatically fill the unexpired term of the office of Treasurer, if the latter office shall become vacant, or when the annual term of the office of Treasurer is complete. The Vice President is specifically responsible for the coordination of all committee activities of the organization.

Immediate Past President:

The immediate Past President serves on the Board of Directors and also on the Executive Committee. The Immediate Past President is specifically responsible for chairing the Nominating Committee. This Committee is responsible for seeking and recommending members to serve on the ICPHSO Board of Directors. In addition, the Past President will chair the organizations Strategic Planning Committee, when such a committee exists.

Secretary:

The Executive Director shall serve as secretary. It shall be his/her duty to give notice of and attend all meetings of the organization, to keep a record of all proceedings, to attest documents and perform such other duties as are usual for such official or may be duly assigned to him/her.

ARTICLE VII, COMMITTEES

Committees may be established by the Board to address issues of interest to the organization. Each committee shall be chaired by a Board member, appointed by the President at a meeting of the board. The committees, under the coordination and oversight of the Vice

President, shall report to the Board at the annual meeting and, as appropriate, at other Board meetings. Between Board meetings, the committees may act on behalf of the organization to fulfill its objective and purpose upon consultation with the President. Committee members must be an ICPHSO member in good standing. A committee member is not a board member.
Committee members are volunteers who are ICPHSO members. Committees established shall be reviewed by the President, in consultation with the Executive Committee to determine whether the committee should be renewed or terminated prior to the beginning of new board member terms on March 16 of each year.

ARTICLE VIII, EXECUTIVE COMMITTEE

Section 1.

There shall be an Executive Committee composed of the President, President-Elect, Treasurer, Vice President, Secretary, and the Immediate Past President,

Section 2.

The President shall be Chairman of the Executive Committee.

Section 3.

The Executive Committee shall have the power to conduct business of the organization between meetings of the Board of Directors. All business activity will be reported to the Board at the next meeting.

Section 4.

The Executive Committee shall meet upon call by the President.

ARTICLE IX, MEETINGS OF MEMBERSHIP

Section 1.

Meeting places and dates for the membership of the organization, including the annual symposium, shall be set by the Board of Directors; and the membership of the organization shall be given at least thirty (30) days’ notice of any meeting so called.

Section 2.

At annual and special meetings of the membership of the organization, a majority of the members registered for the meeting shall constitute a quorum.

ARTICLE X, ELECTION PROCEDURES

Section 1.

There shall be a Nominating Committee of the organization composed of three (3) board members plus a chair, appointed by the President for a term of service of one (1) year. The Immediate Past President will serve as chairperson.

Section 2.

The Nominating Committee shall submit to the President the names of members willing to serve as nominees to fill the expiring term of Board members.

Section 3.

The Nominating Committee shall select nominees from the board applicants and present a list of the names of nominees to fill the positions of those director of the organization whose terms are expiring. A brief biographical sketch of each nominee may accompany the list of nominees. Election of officers and directors shall be by a simple majority of the board for a director position, and of the Executive Committee for an officer position. Voting may be conducted virtually, in person, or by email.

Section 4.

Any member in good standing of the organization shall be eligible to apply for nomination to the board.

ARTICLE XI, FISCAL YEAR

The fiscal year of the organization shall be September 1, through August 31.

ARTICLE XII, AMENDMENTS

Section 1. Amendments

These Bylaws may be amended by a vote of two-thirds of the Board members present at the annual meeting or a special meeting called for that purpose. Notice of proposed Bylaw changes shall be provided to the Board at least twenty (20) days prior to the meeting.

ARTICLE XIII, ANNUAL FINANCIAL REVIEW

There shall be a review of the organization’s accounts arid finances conducted by a certified public accountant every year before the annual meeting. An audit of the organization’s accounts by a certified public accountant shall be conducted in any year in which two thirds of the Board of Directors requests same. The review or audit report shall be included in the Treasurer’s report to the Board of Directors at the annual meeting.

ARTICLE XIV, CONFLICT OF INTEREST

The staff, officers, and board members of the organization are expected to adhere to the highest possible ethical standards in the performance of their duties. Staff members, board members and officers should avoid conflicts of interest and situations that create the appearance of conflicts of interest. They should not engage in any activity where their professional, financial, or other personal interests might interfere with their ability to act in the best interests of the organization. The staff, officers and board members of the organization shall adhere to the following guidelines:

1. No employee, officer, board member, or agent of the organization shall participate in the selection, award, or administration of any contract if a real or apparent conflict of interest would be involved. Such a conflict would arise when an organization employee, officer, board member, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award.
   
2. The officers, employees, board members, and agents of the organization shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to an agreement. However, unsolicited items of nominal value, i.e., less than US
   $100.00, may be received by employees, officers, board members, and agents of the organization.

ARTICLE XV, DISSOLUTION

The organization shall use its funds only to accomplish the purpose and objectives specified in these Bylaws, and no part of said funds shall inure, or be distributed to the Board members for their personal benefit. On dissolution, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of the International Consumer Product Health and Safety Organization and shall be in accordance with Section 9 of The Articles of Incorporation.

ARTICLE XVI, INDEMNIFICATION

The organization shall indemnify and hold harmless any Board member or agent who acts in good faith to fulfill their obligations as a Board member or agent. The organization shall act to indemnify any Board member or agent of the organization against expenses incurred in connection with any proceeding against the organization, individual Board member, or agent if the Board member or agent acted in good faith and in a manner which the person reasonably 
believed to be in or not opposed to the best interests of the organization. No indemnification shall be provided in respect to any claim, issue, or matter in which the Board member or agent was liable for negligence or misconduct.

ARTICLE XVII, POLICIES AND PROCEDURES

The day-to-day operation of the International Consumer Product Health and Safety Organization shall be governed by the ICPHSO Policies and Procedures. The Policies and Procedures are incorporated by reference in these Bylaws and may be amended by a majority vote of the Board.