BY-LAWS OF SAN MATEO COUNTY PHARMACIST ASSOCIATION, INC.
ARTICLE I
PRINCIPAL OFFICE
Section 1. Principal Office.
The principal office for the transaction of the business of the Corporation is as may be hereafter fixed and located by the Board of Directors in the County of San Mateo, State of California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in said County.
ARTICLE II
MEMBERSHIP
Section 1. Qualifications for Membership.
There shall be four classes of members of the Corporation: active, associate, technician and honorary.
· Active members of this Corporation shall be all pharmacists, who shall have subscribed to the Code of Ethics of the California Pharmaceutical Association and San Mateo County Pharmaceutical Association.
· Associate members shall be persons in professions allied to or interested in the profession of pharmacy.
· Technician members shall be persons having a valid Pharmacy Technician certificate.
· Honorary members of this Corporation shall be those persons, firms, corporations or associations who are not otherwise eligible to be members of this Corporation but who, in the opinion of the board of Directors, have performed services for the Corporation warranting their appointment as honorary members.
All memberships shall be subject to approval of the board of Directors.
Section 2. Voting Rights.
Each active and technician member in good standing shall be entitled to cast one vote with respect to those matters submitted to the membership for action or approval. There shall be no voting by proxy. Active and technician members not in good standing shall not be entitled to vote. Honorary and Associate members shall not be entitled to vote.
Section 3. Annual Dues.
Regular annual dues for all classes of members shall be as determined by the Board of Directors of this Corporation. Dues shall be payable annually in advance on a fiscal basis beginning July 1. Such dues shall be added to the general fund of this Corporation and shall be administered by the Corporation and used exclusively for the purposes set forth in the Articles of this Corporation. No assessments shall be levied on the members by the Board of Directors and no members shall be subject or liable for the payment of any assessment or levy other than for the payment of regular dues hereinabove provided for. Honorary members shall pay no dues.
Section 4. Termination of Membership.
Active, technician and associate membership shall terminate upon the filing with the Recording Secretary of this corporation of the resignation of any member. The filing of any such resignation by any active, technician or associate member of the Corporation shall thereupon terminate any obligations of such member, except for dues actually due and unpaid.
Any member in arrears in the payment of dues for a period of three months after said dues are due and payable shall be notified in writing by the Secretary or Treasurer of such arrearage and, one month thereafter, if such dues shall have continued unpaid, such members shall automatically cease to be a member of this Corporation and shall not be restored to membership without making written applications for reinstatement to the Board of Directors. The Board of Directors by majority vote may terminate membership of any member who in the opinion of the board conducts him or her self or practices pharmacy in such a fashion as to do damage to the profession of pharmacy.
Section 5. Good Standing.
Any member who shall be in arrears in the payment of dues shall not be in good standing and shall not be entitled to vote as a member.
Section 6. Meetings of Members
Meetings of members shall be held at least on an annual, or such other times as the Board of Directors may fix in the notice of such meeting. Such meetings shall be held at a place to be designated by the Board of Directors. The Annual Meeting, shall be held during the first quarter of each year and the Directors of the Corporation shall then be installed, but not if such meeting is not held or if the Directors are not installed thereat, they may be installed at any special meeting of the members held for that purpose. Special meetings of the members for any purpose of purposes may be called at any time by the President or a majority of the Directors.
Section 7. Notice of Meetings
Notice of each regular and special meeting shall be given to all members, either personally, electronically or by prepaid mail addressed to each such member at his address appearing on the books of the Corporation. If such address is not shown, notices shall have been deemed to have been given if sent by mail or other means of written communication addressed to the place where the principle office of this Corporation is located. Such notices shall be sent not less than seven days before each meeting and shall specify the place, day and hour of the meeting and shall state the general nature of the business to be considered at such meeting. The notice of the Annual Meeting shall designate it as such and shall state the names of persons nominated for offices.
Section 8. Quorum.
The presence in person of thirty-three and one third percent (33-1/3%) of the active and technician members at any meeting shall constitute a quorum for the transaction of business.
Section 9. Voting at Meetings
All active members shall have voting rights as hereinabove provided. Votes may be taken by voice, by show of hands or by ballot. Members shall have no rights to cumulate their votes.
ARTICLE III
DIRECTORS
Section 1. Number and Election.
The authorized number of Directors of the Corporation shall be thirteen (13) until changed by amendment or by a By-Law duly adopted by the members, amending this Section 1 of Article III of the By-Laws. The Board of Directors shall be composed of the President, the President-Elect, the Recording Secretary, the Corresponding Secretary, the Treasurer, the immediate Past-President, six other active members and one technician member elected by mail ballot prior to the Annual Meeting of members or at a special meeting, and shall serve until their successors are elected.
Section 2. Powers
Subject to the limitations of the Articles of Incorporation, of the By-Laws, and the California General Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of Directors as prescribed by the By-Laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:
First: To appoint and remove agents and employees of the Corporation and to prescribe such powers and duties for officers, agents and employees as may not be inconsistent with the law, with the Articles of Incorporation, or the By-Laws.
Second: To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or By-Laws, as they may deem best.
Third: To designate any place within the State of California for the holding of any membership meeting or meetings: to change the principal office of the Corporation for the transaction of its business from one location to another in the County of San Mateo, State of California: to adopt, make and use a corporate seal and to alter the form of such seal from time to time as in their judgment they may deem best, provided such seal shall at all times comply with the provision of law.
Fourth: to borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered therefor in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities therefor.
Fifth: To manage in such manner as they may deem best all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same and/or the income and profits therefrom.
Section 3. Place of Meeting.
Regular meetings of the Board of Directors shall be held at any place within the State of California which has been designated from time to time by the President of the Association. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation to be designated by the Board of Directors. Special meetings of the Board shall be held either at a place so designated or at the principal office.
Section 4. Organization Meeting.
Immediately following each Annual Meeting of the members, the Board of Directors shall hold a regular meeting for the purpose of organization and transaction of other business. Notice of such meeting is hereby disposed with.
Section 5. Other Regular Meetings.
Other regular meetings of the Board of Directors shall be held on a monthly basis at a regular time convenient to the Board of Director. Notice of such regular meetings of the Board of Directors is hereby dispensed with.
Section 6. Special Meetings.
Special meetings of the Board of directors for any purpose or purposes may be called at any time by the President or, if the President is absent or unable or refuses to act, by any three (3) Directors. Such meetings may be held either in the principle office or at any place designated from time to time by resolution of the board of Directors or by written consent of all the Directors.
Notice of the time and place of special meetings shall be given personally to the directors or sent to each director by mail or other form of written communication, charges prepaid, addressed to each Board Member at the address as shown upon the records of the Corporation. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principle office of the Corporation is located at least forty-eight (48) hour prior to the time of the holding of said meeting. In the event such notice is delivered personally to each Director, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of said meeting.
The transactions of any meetings of the Board of Directors, however called and noticed or whatever held, shall be as valid as though had a meeting duly called and held after a regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7. Attendance of Meetings
If a Director shall fail to attend three (3) consecutive meetings of the Board of Directors without leave of absence, the office of that Director may be declared vacant by a vote of a majority of all the remaining Directors. In the event of a vacancy for any cause in the office of a Director, the remaining Directors, by majority vote of all the remaining Directors may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election and qualification of a successor.
Section 8. Quorum.
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation or by these By-Laws.
Section 9. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 10. Nomination of Directors.
At least two months prior to the Annual meeting of members, the board of Directors shall select a committee to present to the Board of Directors, a list containing the names of at least six active members and one technician member for election as Directors for the ensuing year, and at least one active member for election as President-Elect, Recording Secretary, Corresponding Secretary and Treasurer, which list may include any directors or officers then or theretofore holding office. In case the Board of Directors fails for any reason to select such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee must be delivered to the Secretary at least thirty days before the Annual meeting. In making such nominations, the committee shall endeavor to select candidates so that the members of the Board of Directors will be representative of the various groups who are members of this Corporation. Nominations may also be made by any active member in good standing by filing such nominations in writing with the Secretary at least thirty (30) days prior to the Annual meeting. Each member of the Corporation shall be sent a mail ballot at least twenty (20) days prior to the meeting of all nominations received by the Secretary.
Section 11. Sharing of Officer Positions
When the ability to fulfill any officer position is beyond the capability of a single person, the Association may choose to allow any officer position to be occupied by two individuals in order to satisfy the requirements of the association. Said individuals must state their intention to share the office prior to election and will be listed on the ballot as co-candidates for the position. All references to duties and responsibilities of that position may be exercised either individually or collectively by those persons sharing an office. Any reference in these By-Laws to a specific office in the singular shall be assumed to include both individuals when a position is shared.
ARTICLE IV
OFFICERS
Section 1. Responsibility.
All officers are subordinate and responsible to the Board of Directors.
Section 2. Number and Selection.
The officers of this Corporation shall be a President, a President-Elect, a Recording Secretary, a Corresponding Secretary and a Treasurer. The Corporation may also have such other officers as may be appointed in accordance with the provisions of this section. One person may hold two or more offices except those of President and Secretary.
The President-Elect shall be elected annually and shall serve as President-Elect for a period of 1 year, after which time he shall assume the office of President.. The President shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor. The President-Elect shall be elected and qualified. Each named officer shall serve for a term of one (1) year. Any officer, with the exception of the President and the President-Elect may be re-elected to succeed himself.
The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period and have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.
Section 3, Duties of the President.
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have supervision, direction and control of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and of the members. The President shall be ex officio a member of all the standing committees and shall have the general powers and duties and management usually vested in the office of the President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the By-Laws. The President is hereby authorized to exercise any right to vote or execute a proxy to vote shares of stock of, and bonds, debentures, or other evidences of indebtedness of, any other Corporation or Corporations owned or possessed by this Corporation.
Section 4. Duties of the President-Elect
In the absence, or disability or refusal to act of the President, the President-Elect shall perform all the duties of the President, and when so acting the President-Elect shall have the powers of and be subject to all the restrictions upon the President.
Section 5 Duties of the Secretaries.
The Recording Secretary of this Corporation shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and members. The Recording Secretary shall also keep or cause to be kept at the principal office of the Corporation a membership book containing the names and addresses of each member, and in case where membership has been terminated such fact shall be recorded in the book together with the date upon which the membership ceased, and shall give the notices of special meetings of the Board of Directors and of the regular and special meetings of the members as provided in these By-laws. The Recording Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time y the Board of Directors or the By-laws.
The Corresponding Secretary shall maintain the correspondence of this Corporation and conduct under the supervision and regulation of the Board of Directors correspondence between this Corporation any individual, firm or corporation and shall maintain at all times copies of all correspondence of this Corporation.
Section 6. Duties of the Treasurer.
The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of the account shall at all times be open to inspection by any member of the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall distribute the funds of the Corporation as ordered by the Board of Directors and shall render to the President and the Directors, upon request, an account of all his transactions as Treasurer, and of the financial condition of the Corporation. The Treasurer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or by By-laws.
Section 7. Removal of Officers.
Officers appointed by the President may be removed with or without cause at any meeting of the Board of Directors by Action of the President.
Section 8. Removal of Members of the Board of Directors.
Members of the board of Directors may be removed with or without cause by a two-thirds vote of the active membership.
Section 9. Disbursement of Funds.
No funds shall be disbursed by this Corporation unless the check, draft or other evidence of such disbursement shall be executed on behalf of the Corporation by either the President, President Elect, the Secretary or Treasurer.
Section 10. Nomination of Directors.
At least two months prior to the Annual meeting of members, the board of Directors shall select a committee to present to the Board of Directors, a list containing the names of at least six active members and one technician member for election as Directors for the ensuing year, and at least one active member for election as President-Elect, Recording Secretary, Corresponding Secretary and Treasurer, which list may include any directors or officers then or theretofore holding office. In case the Board of Directors fails for any reason to select such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee must be delivered to the Secretary at least thirty days before the Annual meeting. In making such nominations, the committee shall endeavor to select candidates so that the members of the Board of Directors will be representative of the various groups who are members of this Corporation. Nominations may also be made by any active member in good standing by filing such nominations in writing with the Secretary at least thirty (30) days prior to the Annual meeting. Each member of the Corporation shall be sent a mail ballot at least twenty (20) days prior to the meeting of all nominations received by the Secretary.
ARTICLE V
PERSONAL LIABILITY AND PROPERTY INTEREST
Section 1. Liability of Members.
No member of this Corporation shall be personally liable to its creditors or for any indebtedness or liability, and any and all creditors shall look only to its assets for payment.
Section 2. Property Interest Upon Termination of Membership.
If any member shall cease to be such, any interest such member shall have in and to the property, assets and privileges of the Corporation shall cease and revert to the Corporation and such cessation of membership shall operate as a release and assignment to the Corporation of all the right, title and interest of such member in and to the property, assets and privileges of the Corporation; provided, however that any cessation of membership shall not affect any indebtedness of the Corporation to such member.
ARTICLE VI
AMENDMENT TO BY-LAWS
Section 1. Adoption.
New By-laws may be adopted, amended or repealed, or these By-laws may be amended or repealed, by the members or by the Board of Directors, subject to membership approval as hereinafter provided.
Section 2. Ratification by Members.
All amendments to the By-Laws, except as hereinabove otherwise specifically provided, must be ratified by the vote of the active and technician members holding a majority of the voting power where a quorum is present at a regular meeting of the members of the Corporation and shall be effective only upon such ratification.
Section 3. Quorum.
A quorum for the Annual Meeting of this Corporation shall constitute of thirty-three and one third percent (33-1/3%) of all active and technician members.
ARTICLE VII
AFFILIATION
This Association is affiliated with the California Pharmaceutical Association and accepts all individual requirements of the California Pharmaceutical Association for members and for affiliated organizations. The Board of Directors of this Corporation shall establish rules and regulations and procedures to effect compliance with any such rules or regulations.
ARTICLE VIII
COMMITTEES
Section 1. Standing Committees.
The President, within thirty days of his election, shall appoint standing committees which shall be necessary to fulfill the activities of this Corporation. Such committees shall include, but not be limited to, the following activities.
1. Membership
2. Ethics and Grievance
3. Public Relations
4. Inter-Professional Relations
5. Form of Organization
6. Legislative
7. Nominating
ARTICLE IX
SUSPENSION OF BY-LAWS
These By-Laws may be suspended with the consent of two-thirds (2/3) of the members at any regular or special meeting at which a quorum is present.
As Amended December 2004 Ballot
As Amended November 2011 Ballot
ARTICLE I
PRINCIPAL OFFICE
Section 1. Principal Office.
The principal office for the transaction of the business of the Corporation is as may be hereafter fixed and located by the Board of Directors in the County of San Mateo, State of California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in said County.
ARTICLE II
MEMBERSHIP
Section 1. Qualifications for Membership.
There shall be four classes of members of the Corporation: active, associate, technician and honorary.
· Active members of this Corporation shall be all pharmacists, who shall have subscribed to the Code of Ethics of the California Pharmaceutical Association and San Mateo County Pharmaceutical Association.
· Associate members shall be persons in professions allied to or interested in the profession of pharmacy.
· Technician members shall be persons having a valid Pharmacy Technician certificate.
· Honorary members of this Corporation shall be those persons, firms, corporations or associations who are not otherwise eligible to be members of this Corporation but who, in the opinion of the board of Directors, have performed services for the Corporation warranting their appointment as honorary members.
All memberships shall be subject to approval of the board of Directors.
Section 2. Voting Rights.
Each active and technician member in good standing shall be entitled to cast one vote with respect to those matters submitted to the membership for action or approval. There shall be no voting by proxy. Active and technician members not in good standing shall not be entitled to vote. Honorary and Associate members shall not be entitled to vote.
Section 3. Annual Dues.
Regular annual dues for all classes of members shall be as determined by the Board of Directors of this Corporation. Dues shall be payable annually in advance on a fiscal basis beginning July 1. Such dues shall be added to the general fund of this Corporation and shall be administered by the Corporation and used exclusively for the purposes set forth in the Articles of this Corporation. No assessments shall be levied on the members by the Board of Directors and no members shall be subject or liable for the payment of any assessment or levy other than for the payment of regular dues hereinabove provided for. Honorary members shall pay no dues.
Section 4. Termination of Membership.
Active, technician and associate membership shall terminate upon the filing with the Recording Secretary of this corporation of the resignation of any member. The filing of any such resignation by any active, technician or associate member of the Corporation shall thereupon terminate any obligations of such member, except for dues actually due and unpaid.
Any member in arrears in the payment of dues for a period of three months after said dues are due and payable shall be notified in writing by the Secretary or Treasurer of such arrearage and, one month thereafter, if such dues shall have continued unpaid, such members shall automatically cease to be a member of this Corporation and shall not be restored to membership without making written applications for reinstatement to the Board of Directors. The Board of Directors by majority vote may terminate membership of any member who in the opinion of the board conducts him or her self or practices pharmacy in such a fashion as to do damage to the profession of pharmacy.
Section 5. Good Standing.
Any member who shall be in arrears in the payment of dues shall not be in good standing and shall not be entitled to vote as a member.
Section 6. Meetings of Members
Meetings of members shall be held at least on an annual, or such other times as the Board of Directors may fix in the notice of such meeting. Such meetings shall be held at a place to be designated by the Board of Directors. The Annual Meeting, shall be held during the first quarter of each year and the Directors of the Corporation shall then be installed, but not if such meeting is not held or if the Directors are not installed thereat, they may be installed at any special meeting of the members held for that purpose. Special meetings of the members for any purpose of purposes may be called at any time by the President or a majority of the Directors.
Section 7. Notice of Meetings
Notice of each regular and special meeting shall be given to all members, either personally, electronically or by prepaid mail addressed to each such member at his address appearing on the books of the Corporation. If such address is not shown, notices shall have been deemed to have been given if sent by mail or other means of written communication addressed to the place where the principle office of this Corporation is located. Such notices shall be sent not less than seven days before each meeting and shall specify the place, day and hour of the meeting and shall state the general nature of the business to be considered at such meeting. The notice of the Annual Meeting shall designate it as such and shall state the names of persons nominated for offices.
Section 8. Quorum.
The presence in person of thirty-three and one third percent (33-1/3%) of the active and technician members at any meeting shall constitute a quorum for the transaction of business.
Section 9. Voting at Meetings
All active members shall have voting rights as hereinabove provided. Votes may be taken by voice, by show of hands or by ballot. Members shall have no rights to cumulate their votes.
ARTICLE III
DIRECTORS
Section 1. Number and Election.
The authorized number of Directors of the Corporation shall be thirteen (13) until changed by amendment or by a By-Law duly adopted by the members, amending this Section 1 of Article III of the By-Laws. The Board of Directors shall be composed of the President, the President-Elect, the Recording Secretary, the Corresponding Secretary, the Treasurer, the immediate Past-President, six other active members and one technician member elected by mail ballot prior to the Annual Meeting of members or at a special meeting, and shall serve until their successors are elected.
Section 2. Powers
Subject to the limitations of the Articles of Incorporation, of the By-Laws, and the California General Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of Directors as prescribed by the By-Laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:
First: To appoint and remove agents and employees of the Corporation and to prescribe such powers and duties for officers, agents and employees as may not be inconsistent with the law, with the Articles of Incorporation, or the By-Laws.
Second: To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation, or By-Laws, as they may deem best.
Third: To designate any place within the State of California for the holding of any membership meeting or meetings: to change the principal office of the Corporation for the transaction of its business from one location to another in the County of San Mateo, State of California: to adopt, make and use a corporate seal and to alter the form of such seal from time to time as in their judgment they may deem best, provided such seal shall at all times comply with the provision of law.
Fourth: to borrow money and incur indebtedness for the purposes of the Corporation and to cause to be executed and delivered therefor in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities therefor.
Fifth: To manage in such manner as they may deem best all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same and/or the income and profits therefrom.
Section 3. Place of Meeting.
Regular meetings of the Board of Directors shall be held at any place within the State of California which has been designated from time to time by the President of the Association. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation to be designated by the Board of Directors. Special meetings of the Board shall be held either at a place so designated or at the principal office.
Section 4. Organization Meeting.
Immediately following each Annual Meeting of the members, the Board of Directors shall hold a regular meeting for the purpose of organization and transaction of other business. Notice of such meeting is hereby disposed with.
Section 5. Other Regular Meetings.
Other regular meetings of the Board of Directors shall be held on a monthly basis at a regular time convenient to the Board of Director. Notice of such regular meetings of the Board of Directors is hereby dispensed with.
Section 6. Special Meetings.
Special meetings of the Board of directors for any purpose or purposes may be called at any time by the President or, if the President is absent or unable or refuses to act, by any three (3) Directors. Such meetings may be held either in the principle office or at any place designated from time to time by resolution of the board of Directors or by written consent of all the Directors.
Notice of the time and place of special meetings shall be given personally to the directors or sent to each director by mail or other form of written communication, charges prepaid, addressed to each Board Member at the address as shown upon the records of the Corporation. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principle office of the Corporation is located at least forty-eight (48) hour prior to the time of the holding of said meeting. In the event such notice is delivered personally to each Director, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of said meeting.
The transactions of any meetings of the Board of Directors, however called and noticed or whatever held, shall be as valid as though had a meeting duly called and held after a regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7. Attendance of Meetings
If a Director shall fail to attend three (3) consecutive meetings of the Board of Directors without leave of absence, the office of that Director may be declared vacant by a vote of a majority of all the remaining Directors. In the event of a vacancy for any cause in the office of a Director, the remaining Directors, by majority vote of all the remaining Directors may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant, and until the election and qualification of a successor.
Section 8. Quorum.
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation or by these By-Laws.
Section 9. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 10. Nomination of Directors.
At least two months prior to the Annual meeting of members, the board of Directors shall select a committee to present to the Board of Directors, a list containing the names of at least six active members and one technician member for election as Directors for the ensuing year, and at least one active member for election as President-Elect, Recording Secretary, Corresponding Secretary and Treasurer, which list may include any directors or officers then or theretofore holding office. In case the Board of Directors fails for any reason to select such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee must be delivered to the Secretary at least thirty days before the Annual meeting. In making such nominations, the committee shall endeavor to select candidates so that the members of the Board of Directors will be representative of the various groups who are members of this Corporation. Nominations may also be made by any active member in good standing by filing such nominations in writing with the Secretary at least thirty (30) days prior to the Annual meeting. Each member of the Corporation shall be sent a mail ballot at least twenty (20) days prior to the meeting of all nominations received by the Secretary.
Section 11. Sharing of Officer Positions
When the ability to fulfill any officer position is beyond the capability of a single person, the Association may choose to allow any officer position to be occupied by two individuals in order to satisfy the requirements of the association. Said individuals must state their intention to share the office prior to election and will be listed on the ballot as co-candidates for the position. All references to duties and responsibilities of that position may be exercised either individually or collectively by those persons sharing an office. Any reference in these By-Laws to a specific office in the singular shall be assumed to include both individuals when a position is shared.
ARTICLE IV
OFFICERS
Section 1. Responsibility.
All officers are subordinate and responsible to the Board of Directors.
Section 2. Number and Selection.
The officers of this Corporation shall be a President, a President-Elect, a Recording Secretary, a Corresponding Secretary and a Treasurer. The Corporation may also have such other officers as may be appointed in accordance with the provisions of this section. One person may hold two or more offices except those of President and Secretary.
The President-Elect shall be elected annually and shall serve as President-Elect for a period of 1 year, after which time he shall assume the office of President.. The President shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor. The President-Elect shall be elected and qualified. Each named officer shall serve for a term of one (1) year. Any officer, with the exception of the President and the President-Elect may be re-elected to succeed himself.
The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period and have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.
Section 3, Duties of the President.
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have supervision, direction and control of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and of the members. The President shall be ex officio a member of all the standing committees and shall have the general powers and duties and management usually vested in the office of the President of a Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the By-Laws. The President is hereby authorized to exercise any right to vote or execute a proxy to vote shares of stock of, and bonds, debentures, or other evidences of indebtedness of, any other Corporation or Corporations owned or possessed by this Corporation.
Section 4. Duties of the President-Elect
In the absence, or disability or refusal to act of the President, the President-Elect shall perform all the duties of the President, and when so acting the President-Elect shall have the powers of and be subject to all the restrictions upon the President.
Section 5 Duties of the Secretaries.
The Recording Secretary of this Corporation shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and members. The Recording Secretary shall also keep or cause to be kept at the principal office of the Corporation a membership book containing the names and addresses of each member, and in case where membership has been terminated such fact shall be recorded in the book together with the date upon which the membership ceased, and shall give the notices of special meetings of the Board of Directors and of the regular and special meetings of the members as provided in these By-laws. The Recording Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time y the Board of Directors or the By-laws.
The Corresponding Secretary shall maintain the correspondence of this Corporation and conduct under the supervision and regulation of the Board of Directors correspondence between this Corporation any individual, firm or corporation and shall maintain at all times copies of all correspondence of this Corporation.
Section 6. Duties of the Treasurer.
The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of the account shall at all times be open to inspection by any member of the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall distribute the funds of the Corporation as ordered by the Board of Directors and shall render to the President and the Directors, upon request, an account of all his transactions as Treasurer, and of the financial condition of the Corporation. The Treasurer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or by By-laws.
Section 7. Removal of Officers.
Officers appointed by the President may be removed with or without cause at any meeting of the Board of Directors by Action of the President.
Section 8. Removal of Members of the Board of Directors.
Members of the board of Directors may be removed with or without cause by a two-thirds vote of the active membership.
Section 9. Disbursement of Funds.
No funds shall be disbursed by this Corporation unless the check, draft or other evidence of such disbursement shall be executed on behalf of the Corporation by either the President, President Elect, the Secretary or Treasurer.
Section 10. Nomination of Directors.
At least two months prior to the Annual meeting of members, the board of Directors shall select a committee to present to the Board of Directors, a list containing the names of at least six active members and one technician member for election as Directors for the ensuing year, and at least one active member for election as President-Elect, Recording Secretary, Corresponding Secretary and Treasurer, which list may include any directors or officers then or theretofore holding office. In case the Board of Directors fails for any reason to select such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee must be delivered to the Secretary at least thirty days before the Annual meeting. In making such nominations, the committee shall endeavor to select candidates so that the members of the Board of Directors will be representative of the various groups who are members of this Corporation. Nominations may also be made by any active member in good standing by filing such nominations in writing with the Secretary at least thirty (30) days prior to the Annual meeting. Each member of the Corporation shall be sent a mail ballot at least twenty (20) days prior to the meeting of all nominations received by the Secretary.
ARTICLE V
PERSONAL LIABILITY AND PROPERTY INTEREST
Section 1. Liability of Members.
No member of this Corporation shall be personally liable to its creditors or for any indebtedness or liability, and any and all creditors shall look only to its assets for payment.
Section 2. Property Interest Upon Termination of Membership.
If any member shall cease to be such, any interest such member shall have in and to the property, assets and privileges of the Corporation shall cease and revert to the Corporation and such cessation of membership shall operate as a release and assignment to the Corporation of all the right, title and interest of such member in and to the property, assets and privileges of the Corporation; provided, however that any cessation of membership shall not affect any indebtedness of the Corporation to such member.
ARTICLE VI
AMENDMENT TO BY-LAWS
Section 1. Adoption.
New By-laws may be adopted, amended or repealed, or these By-laws may be amended or repealed, by the members or by the Board of Directors, subject to membership approval as hereinafter provided.
Section 2. Ratification by Members.
All amendments to the By-Laws, except as hereinabove otherwise specifically provided, must be ratified by the vote of the active and technician members holding a majority of the voting power where a quorum is present at a regular meeting of the members of the Corporation and shall be effective only upon such ratification.
Section 3. Quorum.
A quorum for the Annual Meeting of this Corporation shall constitute of thirty-three and one third percent (33-1/3%) of all active and technician members.
ARTICLE VII
AFFILIATION
This Association is affiliated with the California Pharmaceutical Association and accepts all individual requirements of the California Pharmaceutical Association for members and for affiliated organizations. The Board of Directors of this Corporation shall establish rules and regulations and procedures to effect compliance with any such rules or regulations.
ARTICLE VIII
COMMITTEES
Section 1. Standing Committees.
The President, within thirty days of his election, shall appoint standing committees which shall be necessary to fulfill the activities of this Corporation. Such committees shall include, but not be limited to, the following activities.
1. Membership
2. Ethics and Grievance
3. Public Relations
4. Inter-Professional Relations
5. Form of Organization
6. Legislative
7. Nominating
ARTICLE IX
SUSPENSION OF BY-LAWS
These By-Laws may be suspended with the consent of two-thirds (2/3) of the members at any regular or special meeting at which a quorum is present.
As Amended December 2004 Ballot
As Amended November 2011 Ballot
