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AMENDED  AND RESTATED  BYLAWS PENINSULA  PHARMACISTS ASSOCIATION         
ARTICLE  I. NAME AND  OFFICE NAME.  The name of this  corporation shall be  PENINSULA PHARMACISTS ASSOCIATION   (“Association” or “PPA”). PRINCIPAL  OFFICE. The principal office for the transaction  of the activities and affairs of the corporation  is located at San Mateo, California. The board of directors  may change the principal office from one location to another  within the State of California. BOUNDARIES. The boundaries for  the Association shall include the counties of San Mateo and Santa  Clara, California.
ARTICLE  II. PURPOSES      GENERAL PURPOSE. The  PENINSULA PHARMACISTS ASSOCIATION  shall be a professional society of  pharmacists and pharmacy technicians serving  the best interest of the public, pharmacists   and pharmacy technicians in the state of California.      SPECIFIC PURPOSES. The specific and primary purposes and  activities for which the Association is organized are to:
1. Improve  and promote  public health.   2. Foster and encourage  inter-­‐professional relations.   3. Improve the science and art of  Pharmacy for the welfare of the public.   4. Support a system of licensure and regulation  of pharmacists and pharmacy technicians,
to  ensure  the availability  of competent personnel  to discharge the accepted  functions of the practice of  Pharmacy. 5. Assist in providing  a system of education and professional  training in the science and art
of  Pharmacy  in order to  expand the future  of Pharmacy practice.   6. Assist interested and  qualified personnel in selecting  Pharmacy as a career and to
provide  mentoring  for Student  Pharmacists. 7. Uphold  the Code of Ethics to assure  to the public the highest level  of Pharmacist care.
ARTICLE  III. CODE  OF ETHICS  The PENINSULA PHARMACISTS  ASSOCIATION shall adopt the  Code of Ethics of the California   Pharmacists Association (“CPhA”), the  purpose of which is to elevate the professional  standards and serve as a guide for the professional  conduct of the Membership. This Code shall be adhered  to by each Member as a condition of Membership in the Association.  
         
 
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ARTICLE  IV. BYLAWS      These Bylaws shall  not be in conflict with  the Constitution and Bylaws  of the California Pharmacists  Association and shall govern and  regulate the conduct of the business  and affairs of the Association.
ARTICLE  V. AMENDMENTS      Every proposed amendment  of these Bylaws shall be  reviewed and approved by the  Board of Directors, or, be in  the form of a petition which shall  bear the signatures of at least ten (10)   percent of the Active Members of the Association.  Every proposed amendment qualifying under the above  stipulations shall be submitted to all Members entitled  to vote in accordance with the balloting procedures described  within these Bylaws. A proposed amendment shall become effective  upon receiving the affirmative vote of two-­‐thirds (2/3) of the Members  voting.
  ARTICLE  VI. MEMBERSHIP      MEMBERSHIP CATEGORIES.  This Association shall maintain  the following categories of Membership:  Active, Honorary, and Associate Members. The  members shall meet at least once every year  at the call of the Board of Directors. ACTIVE  MEMBERS.
A. Definitions  and Qualifications.    
1. Any  pharmacist,  meaning a person  licensed to practice  Pharmacy in the United States,  or an individual  with an earned degree  in Pharmacy which qualifies  the individual to obtain such  license, or,
2. any pharmacy technician,  meaning a person registered by the California  Board of
Pharmacy  to practice  as a pharmacy  technician in the  state of California.         
3. Those who qualify above and  are current with Association membership  dues shall
be  designated  as Active Members  of this Association.      B. Eligibility to Hold Office.  Only Active Members shall be eligible  to hold an elective office in
the  Association.      C. Eligibility to  Vote. Only Active Members  shall be eligible to vote on  Association matters. D. Lifetime  Membership. Pharmacists who are now and  have been Active Members of the
Association  for fifteen (15)    years who have completed  fifty (50) years of licensure  and have been granted lifetime  Active Membership by the California  Pharmacists Association shall also be  designated as having lifetime Active Membership  in this Association without payment of dues .          
 
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HONORARY  MEMBERS.
A. Qualifications.  Persons who have given  outstanding service to the  profession and/or the
delivery  of health  care and who  are approved by  the PPA Board of  Directors may be nominated  for Honorary Membership. B. Privileges.  Unless they were an Active Member at the time  of their election to Honorary
Membership,  Honorary Members  shall be ineligible  to vote and to serve  in elective or appointed  positions in the Association.      ASSOCIATE MEMBERS. Any reputable individual  who is not eligible for Active Membership but   who is interested in advancing the interests of Pharmacy  and willing to accept the obligations imposed by Membership  shall be eligible for Associate Membership upon approval of the  PPA Board of Directors. RESIGNATION. Any member may resign by  filing a written resignation with the President but such resignation  shall not relieve the Member of the obligation to pay dues, assessments  or charges previously accrued and unpaid. TRANSFER OF MEMBERSHIP. Membership  in this Association is non-­‐transferable and non-­‐ assignable.
ARTICLE  VII. DISCIPLINARY  PROCEDURES Non-­‐Payment  of Dues. Any Member whose dues  are unpaid shall be terminated from   Membership in accordance with the timelines  and Board of Directors policy of the California   Pharmacists Association.
  Unprofessional  Conduct. Any member,  in any category, may be  reprimanded, suspended or expelled  for unprofessional conduct or for violation  of the obligations of the Bylaws or Code of   Ethics of the Association. No person shall be expelled  or suspended unless the Member is first provided written  notice of charges against him or her and given an opportunity  for a fair hearing before a Judicial Board as defined in these  Bylaws. All findings of fact, conclusions and sanctions imposed shall  not become effective until approved by the Board of Directors by at least  a two-­‐ thirds (2/3) majority vote. The Board of Directors shall determine  the term of discipline.
  ARTICLE  VIII. DUES      The Annual Dues  for the various categories  of Membership for this Association  shall be such as determined by the  Board of Directors and collected by the  California Pharmacists Association on this  Association’s behalf. Associate and Honorary  membership dues may be collected directly by PPA.  
       
 
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ARTICLE  IX. OFFICERS  AND BOARD OF DIRECTORS      A. Officers. The Officers of  the Association shall be President,  President-­‐Elect, Immediate
Past  President,  Secretary, and  Treasurer. One person  may hold more than one  office, however, neither the  Secretary nor the Treasurer may  serve concurrently as the President.  Nothing in these Bylaws shall preclude  two Directors from being elected to share  the duties and responsibilities of any office.        B. Term of Office. The term of office for all officers  shall be one (1) year, except the
Treasurer,  whose term of  office shall be  two (2) years. All  officers shall begin their  term of office at the conclusion  of the Annual Meeting following their  election. No officer, except the Treasurer  or Secretary, shall hold the same office for more  than one (1) term in succession. All officers shall  be elected annually, except the Treasurer who will be elected   every other year. The President-­‐elect shall hold office until the  conclusion of the Annual Meeting, at which time he or she shall succeed  to the office of President. The President shall assume the office of Immediate  Past President upon completion of his or her Presidential term. All officers shall  hold office until the installation of their successors.
 
ARTICLE  X. DUTIES  OF THE OFFICERS      A. President. The President  shall preside at all meetings  of the Association and shall be  Chair
of  the Board  of Directors.  The President shall  appoint, with the advice  and consent of the Board  of Directors, all members of  Standing and Special Committees  of the Association. The President  shall be a Voting Member of the Board  of Directors.
B. President-­‐Elect.  The President-­‐Elect shall  assume all the powers and duties  of the President in the absence of  the President. The President-­‐Elect shall  be a Voting Member of the Board of Directors.     
C. Immediate  Past President.  The Immediate Past  President shall preside  at all
meetings  of the Association  and of the Board of  Directors in the absence  of the President and the  President-­‐Elect. The Immediate  Past President shall be a Voting   Member of the Board of Directors.   
D. Treasurer.    The Treasurer shall  be responsible to the  Board of Directors for
supervision  of all financial  affairs. The Treasurer  shall be bonded by the  Association. The Treasurer  shall be a Voting Member of  the Board of Directors.
E. Secretary.  The Secretary shall  be responsible to the  Board of Directors in the  
exercise  of assigned  duties and authority  for maintaining the minutes,  books, and records of the Association.  The Secretary is a voting Member of the  Board of Directors.
 
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F. Vacancy.  A vacancy in  the office of President  shall be filled by the President-­‐Elect.    
Should  the offices  of President and  President-­‐Elect both  become vacant, the position  of President shall be filled by  an Active Member elected by a two-­‐third   (2/3) majority vote of the Board of Directors.    A vacancy in the office of President-­‐ Elect may be  filled by an Active Member of the Association elected by  the Board of Directors with a majority vote. The term for  President-­‐Elect, if elected by the Board of Directors, shall be  effective only until the next regular election, at which time the Membership  shall elect both a President and a President-­‐Elect. Vacancies in any other  office shall be filled by the Board of Directors by a majority vote.
ARTICLE  XI. DUTIES  AND TERMS OF THE  BOARD OF DIRECTORS
  A. Composition.  The Board of Directors  shall be composed of the  Officers plus six (6) At-­‐large  
Directors  and one (1)  Technician Director  elected from among the  membership of the Association.    All Directors shall be Voting Members  of the Board of Directors.
B. Director  Terms of Office.    The term of office for  At-­‐large Directors shall  be two (2) years.
The  At-­‐large  Directors terms  of office shall be  staggered whereby three  (3) Directors are elected  every year. The Technician Director  shall serve two years and be elected  every other year. No Directors may serve  more than four (4) consecutive two-­‐year terms.  The term of office of each Director shall begin  at the end of the closing session of the Annual Meeting  following their election. Directors shall hold office until  the installation of their successors. C. Powers and Duties.  
1.    Powers.  The Board  of Directors  shall be vested  with full and complete  authority to
conduct  the business  of the Association.    The Board of Directors  shall fix the dues of the   Members and shall select the time  and place of the Annual Meeting and  any Special Meetings of the Association.  The Board of Directors shall determine the  fiscal year of the Association for corporate  business and shall interpret and apply the Bylaws  of the Association. 2. Duties. The Board of Directors  shall approve Committees which it deems necessary.
The  Board  of Directors  shall establish  a budget for the  Association. The Board  of Directors shall supervise  all property, funds and finances  of the Association and shall have  control over the Association’s publications.    The Board of Directors shall perform such other  functions as may be designated in the Association Bylaws  or as may be assigned from time to time by the Association.      E. Vacancy. A vacancy in any Board of Director position shall be  declared in the event that any of the following occurs: death, disability,  resignation, removal for cause, absenteeism as defined in these Bylaws, or disqualification.    Any member of the Board of Directors who is absent from two (2) meetings during the period of  one (1) year may be replaced at the
 
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discretion  of the Board  of Directors, provided,  however, that the Board of  Directors shall declare the office  vacant on the third (3rd) absence of  any such Member within any one (1) year.  
  1. Officers.    Vacancies in the  office of President,  President-­‐Elect, Treasurer  and Secretary
shall  be filled  as prescribed  in these Bylaws.      2. At-­‐large Directors.    In the event of a vacancy by  an At-­‐large Director, the Secretary  
shall  notify the  membership of  such vacancy. The  members shall be requested  to submit names of Active Members,  as appropriate, for replacement to the  Board of Directors. Subject to the limitations  as provided for in these Bylaws, the Board shall   appoint one (1) from among the names submitted to fill  the remainder of the term. In the event that no names  are submitted for appointment within 45 days of notification   of the vacancy, the Board of Directors shall appoint, by majority  vote of the PPA Board of Directors, an Active Member to fill the  remainder of the vacated term.
F.     Meetings  and Quorum.  The Board of  Directors shall  meet at such times  as it may
determine,  or at the call  of the President,  or at the call of  a quorum of the Board  of Directors, or as otherwise  specified. A quorum for the transaction  of business shall consist of one (1) more  than fifty (50) percent of the Members of the  Board of Directors.
ARTICLE  XII. BALLOTING  AND ELECTIONS
  ELECTIONS  OF OFFICERS  AND DIRECTORS.  Except as otherwise  may be provided for in  these Bylaws, candidates for  election to the Board of Directors  shall be nominated by an Elections Committee  as may be established by Board of Directors.
  ELECTION  PROCEDURE.  
A. Method  of Voting.  Except as otherwise  provided in these Bylaws,  all elections shall be
conducted  by either mail  or electronic ballot.         
B. Elections.  A schedule for  the election shall  be prepared by the Secretary.  Notice of the
election  shall be communicated  by the Secretary to all  Members qualified to vote no  less than 30 days prior to the  opening of the election. The notice  may be part of a regular or special communication  from the Association and shall include information on  voting procedures and how to access candidate information.    Voting shall remain open for a period of 30 calendar days.   Only ballots received by the close of the voting period will be   counted. The failure of a Member to receive a ballot shall not invalidate  the election. C. Tabulation. Ballots shall be tabulated under the direction  of the Elections Committee. The Elections Committee shall certify the results of the  election to the Board of Directors. The results of the election shall be made public  to the Membership.
 
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D.    Tie Vote.  In the case  of a tie vote,  a run-­‐off election  shall be held under the  direction of
the  Elections  Committee as  specified above,  with the provision  that the balloting only  be open for at least 15  days. Should said run-­‐off election  also result in a tie vote, a second   run-­‐off election will take place at the  Association’s Annual Meeting, or at a General   Meeting or Special Meeting of the Board of Directors.  Notice of the second run-­‐off election shall be communicated  to all Members qualified to vote no less than 30 days prior to  the run-­‐off election meeting. The notice may be part of a regular  or special communication from the Association and shall include information  on date, time, and location of the meeting. The candidate receiving the majority  vote of the Members present shall be declared duly elected.
E.   Eligibility.  Active Members  shall be entitled  to one (1) vote on  all Association matters.       
ARTICLE  XIII. MEETINGS     
GENERAL  MEETINGS.  
A. Annual  Meeting. The  Association shall  hold an Annual Meeting  during each fiscal year at  a time and place approved by  the Board of Directors. In addition,  the Board of Directors may hold interim  General Meetings as may be required to conduct  the business of the Association. The Membership shall  be notified by mail or electronic communication at least   thirty (30) calendar days in advance of the Annual Meeting.     
SPECIAL  MEETINGS.  
A.    Special  Meetings.  Special Meetings  of the Members may  be held at any time  and place for
any  purpose  or purposes,  unless otherwise  prohibited by statute,  on the call of the President  with the concurrence of a majority  of the Board of Directors, or within  ninety (90) days of receipt of a written  petition which includes the purpose of the meeting  signed by not less than ten (10) percent of the Active  Members. The President shall send a notice to Active Members  at least twenty (20) calendar days in advance of any Special Meetings,   which shall include the time, place, and purpose of the meeting. Failure  of a member to receive the notice of a Special Meeting shall not invalidate  any such proceedings. B. Voting at Special Meetings. Each Active Member  of this Association shall be entitled to one (1) vote on each matter submitted to  a vote of the Members. The presence of one-­‐third (1/3) of the Active Members shall  constitute a quorum at any such meeting. Voting on all matters shall be by majority vote.  Proxy voting is prohibited.
ARTICLE  XIV. COMMITTEES      COMMITTEES. The Association  shall maintain such Committees  deemed necessary to carry on the  work of the Association. Each Committee’s  title, size, duration, composition, duties, and   terms shall be pursuant to Board approval. No Committee  or Member thereof in this Association may at any time make  any statement purporting to bind this Association or any of its  Members, nor purporting to describe the activities of this Association  in relation to any of the matters
 
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referred  to such Committee.  No Committee action shall  become official until approved  by the Board of Directors.
 
JUDICIAL  COMMITTEE.    
A. The  President  shall appoint  and convene a Judicial  Committee from time to time  as may be
required.      B. A Judicial Committee  shall consist of five (5)  Active Members, who shall serve  until final
disposition  of the matter(s)  for which the Judicial  Board was convened, or until  discharged by the President. A  vacancy on a Judicial Committee shall  be filled by an Active Member selected  by the President to fill the remainder of  the unexpired term. C. A Judicial Committee  shall be responsible for hearing and deciding any  complaint for
unprofessional  conduct made against  any Member and may render  upon request, or its own motion,  advisory opinions relating to interpretation  of the Association’s Code of Ethics. D. When  it appears that a Member has violated the obligations  of the Bylaws or the
Association’s  Code of Ethics,  the Judicial Committee  assigned to adjudicate the  matter shall provide to the  Member written notice of the charges  against the Member and an opportunity  for a fair hearing. The Judicial Committee  shall promptly submit to the Board of Directors  a written report of its findings of fact, conclusions  and proposed sanctions, if any. E. The Board of Directors  shall review the record of the Judicial Committee proceeding and   may affirm, reverse or modify the recommendations of the Judicial Committee.  The decision of the Board of Directors shall be final and binding on all interested  parties.
ARTICLE  XV. MISCELLANEOUS  
  PROPERTY,  FUNDS AND FINANCES.  All Association monies  shall be deposited in financial   institutions incorporated under the  State Law of California or invested  in such manner as determined by the  Board of Directors. All property of the  Association shall be held under the direction  and specification of the Board of Directors. The  Association is entitled to receive monies from any  source to conduct programs or studies to further the  purpose of the Association. DELEGATES TO CPhA ANNUAL  MEETING. All delegates to the CPhA House of Delegates shall  be elected by a majority of the Board of Directors no later than  90 days prior to the CPhA Annual Meeting. Delegates shall serve a one  (1) year term of office. The President shall promptly notify CPhA the names  of the PPA delegates elected.
 
 
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RULES  OF ORDER  -­‐ ORDER OF  BUSINESS. The Rules  of Order for this Association  shall be Robert’s Rules of Order  (as revised). The order of business  for meetings of the Association shall   be such as prescribed by the Board of Directors.      MEETINGS BY TELEPHONE OR OTHER COMMUNICATION TECHNOLOGY.    Members of the Association may participate in a meeting through  use of conference telephone, electronic video screen communication or  electronic transmission by and to the corporation. Participation in a meeting  through use of conference telephone or electronic video screen communication pursuant  to applicable law constitutes presence in person at that meeting as long as all members  participating in the meeting are able to hear one another. Participation in a meeting through  use of electronic transmission by and to the corporation, other than conference telephone and electronic  video screen communication, pursuant to applicable law constitutes presence in person at that meeting if both  of the following apply:
  1. Each  member participating  in the meeting can communicate  with all of the other
members  concurrently.     
2. Each  member participating  is provided the means,  in all matters before the  
Association,  including, without  limitation, the capacity  to propose, or to interpose  an objection to, a specific action  to be taken by the corporation.
 
 
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  CERTIFICATE  OF SECRETARY     
I  certify  that I am  the duly elected  Secretary of the Peninsula  Pharmacists Association, a California  Nonprofit Corporation, and that the foregoing  Bylaws, consisting of 9 pages, are the Bylaws  of this corporation as amended and adopted by the  membership on ________, 2016.
     Executed  on _____________,  2016 at San Mateo,  California.
    
 
                 ___________________________________  
                 ______________, Secretary  
 
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