Bylaws

(adopted Oct 2014)

WASHINGTON DC PHARMACY ASSOCIATION
A Nonprofit Corporation

Article I – General

  1. Name. The name is the Washington DC Pharmacy Association, a nonprofit corporation incorporated in the District of Columbia.
  2. Location. The principal office is in the District of Columbia or elsewhere as determined by the Board of Directors.
  3. Objectives. The objectives of the Association are:
    1. To promote the professional interests of pharmacists, pharmacy technicians, pharmacy students and pharmacy practice in the District of Columbia;
    2. To promote and assist pharmacists in meeting the health needs of the public in the District of Columbia; and
    3. To promote and support the pharmacy profession through educational, research, legislative and service activities.
  4. Restrictions. All policies and activities of the Washington DC Pharmacy Association are consistent with:
    1. applicable federal, state and local antitrust, trade regulation or other requirements; and
    2. applicable tax exemption requirements, including the requirements that the Washington DC Pharmacy Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

Article II – Membership

  1. Membership Eligibility. Membership is composed of pharmacists, pharmacy technicians, pharmacy students, and others who have an interest in the Association objectives and  who meet eligibility criteria established by the Board of Directors.
  2. Regular Voting Membership. Regular voting membership is limited to those individuals who are financially current and have paid applicable dues established by the Board of Directors and meet the criteria established by the Board of Directors.
  3. Non-Voting Memberships. The Board of Directors may establish other membership classes that have no vote.  Non-voting members are ineligible to serve as Directors or officers.
  4. Resignation. A member may resign from the Association by filing a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
  5. Expulsion. A member may be expelled from the Association by the Board of Directors if the member is provided with advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.

Article III – Membership Meetings and Voting

  1. Membership Meetings. Meetings of the membership are held at times and places determined by the Board of Directors.
  2. Membership Year. The membership year shall be the calendar year.
  3. Notice. Notice of membership meetings is provided to voting members at least 10 days before the meetings by postal or other delivery or by electronic means.
  4. Voting. Voting at membership meetings may be in person or by proxy with each voting member having a single vote. A majority of those voting in person or by proxy, where a quorum participates, carries an action. Members may vote without a meeting in elections or on any matter presented by the Board of Directors where the votes are submitted in writing by postal or other delivery or by electronic means and a quorum participates. A quorum for membership voting is 20 percent of the number of eligible voting members.

Article IV – Officers and Board of Directors

  1.  Scope. The affairs of the Association are managed by its Board of Directors. It is the board’s duty to carry out the objectives and purposes of the Association, and to this end, it may exercise all powers of the Association. The board is subject to the restrictions and obligations set forth in these bylaws, the Association’s bylaws, policies and procedures, and code of ethics, if available.
  2. Composition of the Board. The governing body of the Association shall be a Board of Directors consisting of the officers- president, vice president, secretary and treasurer- and three directors-at-large as the Association deems necessary. The Association officers comprise the Executive Committee of the Board of Directors. Directors and officers shall be members in good standing with the Association. Directors and officers shall be nominated by the committee designated by the Executive Committee to recommend such nominations, and elected by the membership at its annual meeting or other time deemed necessary by the Board of Directors, for a term of one year, beginning Jan. 1 and ending when their successors are elected and installed. The Board of Directors may also establish an alternate term start date, if necessary. The Association Executive Director is an ex-officio (non-voting) member of the Board of Directors.
  3. Nominations and Elections. The board shall set forth the nomination and election procedures and make such procedures available to the membership.
  4. Officers Roles & Responsibilities. The elected officers shall perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President, as the chief elected officer of the Association, shall preside at meetings of the Board, the Executive Committee and the membership, and shall be a member ex-officio of all committees. The Vice President shall act in place of the President when the President is not available. The Secretary shall be the recording officer of the Chapter, responsible for minutes, records, notices, etc. The Treasurer shall be the financial officer, with responsibility for oversight of revenues, expenditures, and reporting on the financial affairs of the Association to the Board, Executive Committee, and the membership.
  5. Executive Committee. The Executive Committee shall have full power to act for and in the name of the Association on any Association matters that may arise or that are specifically referred to it for action. A majority vote shall be required on all business matters unless otherwise specified.
  6. Executive Director. The Executive Director shall be elected by the Executive Committee by a majority vote, and shall carry out duties as determined by the Board of Directors.
  7. Directors-at-Large. Directors-at-Large each shall also serve as chairperson of an Association committee, as appointed by the Executive Committee.
  8. Vacancies. Vacancies among the Board of Directors may be filled on an interim basis by the Executive Committee until such time as an election may be conducted.
  9. Meetings. Meetings of the Board of Directors are called by the President. A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Board of Directors proxy voting is not permitted. Voting may occur by postal or other delivery or by electronic means. Meetings may be held virtually and electronically if each Director can hear the others.
  10. Removal. A member of the Board of Directors may be removed by a three-quarters vote of the Board, with the Director proposed to be removed not voting, and if that Director is provided with advance written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of the Board, and final written notice of the Board’s decision.
  11. Compensation. Members of the Board of Directors and the Executive Directors do not receive compensation for their services but may be reimbursed for allowable expenses, as determined by the Executive Committee.

Article V – Committees and Miscellaneous

  1. Appointment and Dissolution of Committees. The Board of Directors may appoint and dissolve committees to carry on the affairs of the Association as the board deems necessary or advisable. The board shall determine the duties and authority of any such group, as well as its size and tenure. All committees established under this section shall be subject to the authority of the board.
  2. Delegates. Delegates to serve on behalf of the Association to professional groups, other associations or lay groups shall be nominated by the President and approved by majority vote of the Board of Directors. Such delegates shall have no authority except as may be granted by the Association or the board. Such delegates, when attending meetings outside the membership area, may be entitled to reimbursement for travel and other expenses as deemed appropriate by the board.
  3. Rules of Order. The meetings of the Association (Membership, Board of Directors, Executive Committee, Association committees) shall be carried out in accordance with the ordinary rules of parliamentary bodies, and unless otherwise provided, questions of order shall be decided in accordance with Roberts Rules of Order.

Article VI – Amendments

  1. These bylaws may be amended by a two-thirds vote of the members present at any meeting in which a quorum is present, provided such proposed amendment(s) has been approved by the Association’s board, and at least thirty days’ notice has been given to all members of any proposed amendment(s). Amendments adopted in accordance with this provision become effective only after approval by the Association’s board.