BYLAWS OF THE ASSOCIATION OF MEDICAL SCHOOL PHARMACOLOGY CHAIRS
This constitutes the By-laws of the Association of Medical School Pharmacology Chairs, adopted for the purpose of regulating and managing the internal affairs of the organization.
ARTICLE 1
Corporate Seal
The Association shall not have a seal.
ARTICLE 2
Members
2.1. Membership: The Membership of the Association shall consist of one class of Regular Members, and one class each of Emeritus and Associate Members. The dean of each medical school in the United States of America, Canada, Mexico, and Puerto Rico may designate that school’s head or acting head of its pharmacology department or subdepartment, or, where there is no such person, any other member of the medical school’s faculty as a Member of this Association. Each medical school shall be entitled to designate only one Member as an official voting member of the organization. If a member cannot attend a specific meeting, she/he may send a surrogate faculty member as her/his representative to the meeting.
2.2. Voting Rights: Regular Members are entitled to vote on all matters. Emeritus and Associate Members may vote on all appropriate matters when present at regularly held meetings.
2.3. Termination of Membership: A Member may not be terminated or suspended, other than for good cause or for nonpayment of assessments. Prior to termination or suspension for good cause, the Member must be given:
a. not less than thirty (30) days’ prior written notice of the expulsion, suspension, or termination, and the reasons for it; and
b. an opportunity for the Member to be heard, orally or in writing, not less than thirty (30) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
2.4 Action by Members
2.4.1. Annual Meetings: An annual meeting of the Members shall be held at such day and time as the Council shall determine. The purpose of the annual meeting shall be to elect a nominating committee of three Members not holding other elective office and who are in attendance at the annual meeting and to conduct any other business to come before the Members. The nominating committee shall select nominees for the Councilors and officers by the end of the annual meeting and notify the Secretary of the selections. There will be at least two nominees for each position.
2.4.2. Special Meetings: Special meetings of the Members may be called at any time by or at the request of the Council. The business to be conducted at a special meeting shall be limited to that stated in the notice of the meeting.
2.4.3. Place of Meetings: All meetings of the Members shall be held at such place within or without the State of Minnesota designated by the Council.
2.4.4. Notice of Meetings: Notice of the date, time and place of the annual and special meetings of the Members shall be given to each Member at least thirty (30) days before the meeting by any of the following methods: first class mail, postage prepaid; delivered personally; any other method which is fair and reasonable when all the circumstances are considered. The business to be conducted and purpose of the meeting need not be stated in the notice, except in the case of a special meeting, in which case the purpose of the meeting must be stated.
2.4.5. Quorum: For all meetings of Members, a quorum is twenty percent (20%) of the Members entitled to vote at the meeting.
2.4.6. Representation and Voting: Voting by mail, (defined as standard or electronic) or delivered ballot is permitted. Each Regular member shall have one (1) vote. Except where a larger portion or number is required by law, the Articles of Incorporation or these By-laws, the Members shall take action by the affirmative vote of a Majority of the Members present at a duly held meeting at which a quorum is present or, in the case of voting by mail or delivered ballot, by a majority of all the Members.
A Member may designate a proxy from that Member’s medical school faculty.
2.4.7. Electronic Communication: The Members may meet by conference telephone or similar means of communication whereby all persons participating in the meeting can simultaneously hear each other, and participating in a meeting in this manner is personal presence at the meeting.
2.4.8. Minutes: Minutes of all meetings of Members shall be prepared and the votes taken on all matters shall be recorded by the Secretary. Minutes shall be signed by the presiding officer or by the person who prepared the minutes and a copy shall be distributed to all Members.
2.4.9. Invitees: The Members may invite additional individuals to meet with and assist the Members. Such invitees shall not be entitled to a vote or be counted in determining the existence of a quorum and may be excluded from the meeting by a majority of the Members present at any time.
2.4.10. Rules of Order: The acts and proceedings of the Members shall be governed by the following: the Articles of Incorporation; these By-laws; the Minnesota nonprofit corporation act; the resolutions adopted, from time to time, by the Members; and, to the extent not inconsistent with the foregoing, Robert’s Rules of Order. However, technical or non-substantive departure from such rules shall not invalidate action taken by the Members.
2.5 Transfer of Membership: To the fullest extent permitted by applicable law: membership in the Association shall not be involuntarily transferable by operation of law or otherwise; and membership in the Association is not voluntarily transferable by any Member.
2.6 Emeritus Memberships: At the discretion of the Council, former chairs shall be entitled to Emeritus Membership status, without a vote by the membership.
2.7 Associate Memberships: At the discretion of the Council, Chairs of Medical School Departments of Pharmacology, or equivalent Pharmacology Unit, outside of the Association’s designated geographic region may be granted Associate Membership status, without a vote by the membership.
ARTICLE 3
Council
3.1 Governance and Control: The governance and control of the affairs of the Association shall be vested in an Council. The Council shall exercise the functions of, and be equivalent to, a Board of Directors. The individual members of the Council shall exercise the functions of, and be equivalent to, directors.
In governing and controlling the affairs of the Association, the members of the Council shall discharge their functions in good faith, in a manner they reasonably believe to be in the best interest of the Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3.2 Composition and Terms: The Council of the Association shall consist of the President, the President-Elect, the Treasurer, the Secretary and three Councilors elected by the Members. In addition, in the event that Members from both Canada and Mexico are not elected to serve on the Council, a Member from each of these countries may be elected to serve as ex-officio Councilors, with vote, by the Members from these countries. The Treasurer shall serve for a term of four (4) years and the other members of the Council shall serve for terms of two (2) years each. The immediate Past-President shall serve as an ex-officio member of the Council, without vote, for a period of two (2) years. The immediate Past-Treasurer shall serve as an ex-officio member of the Council, without vote, for a period of one (1) year.
Other provisions relating to the terms of members of the Council are:
a. They may be removed by a majority vote of the Members, with or without cause, at any time.
b. Members of the Council may resign at any time by giving written notice of the resignation to the President. Such resignation shall take effect at the time specified therein and acceptance of the resignation is not necessary for the resignation to be effective.
c. The Council, by majority vote, may remove any member of the Council who is absent from three (3) consecutive meetings of the Council without the President’s prior approval; who has failed in her/his duties; or who has acted in a manner reflecting adversely on the Association.
d. The terms of Councilors shall be established in such a way as to provide an approximate equal number of newly elected or re-elected Councilors coming into service each year; more specifically, in odd numbered years two of the Councilors will be elected and in even numbered years one of the Councilors will be elected. The ex-officio Councilors will be elected in even-numbered years.
e. An officer or Councilor who has served for up to two (2) consecutive terms is eligible again for full service as an officer or Councilor after an absence from service of at least 12 months.
f. All vacancies by death, resignation or removal shall be filled by the Council.
g. An officer or Councilor elected by the Council to fill a vacancy shall be elected until the following April 30 or until his or her successor is duly elected and qualified. After completing an unexpired term, an officer or Councilor is still eligible to serve, if re-elected, for up to two (2) consecutive terms.
h. The terms of all officers and Councilors shall commence on May 1 and continue until April 30 or until death, resignation or removal or until their successors are duly elected and qualified.
3.3 Compensation and Expenses: Officers and Councilors may be compensated for services as authorized by the Members. Officers and Councilors may be reimbursed for out-of-pocket expenses reasonably incurred on behalf of the Association.
3.4 Conflicts of Interest and Confidentiality: Attached as Addendum 1 is the Association’s Conflicts of Interest and Confidentiality Policy. Officers and Councilors are subject to the policies set forth in Addendum 1.
3.5 Meetings
a. Regular Meetings: A schedule of regular meetings shall be determined, from time to time, by resolution of the Council.
b. Special Meetings: Special meetings may be called at any time by or at the request of the President or any two (2) members of the Council. The business to be conducted at a special meeting shall be limited to that stated in the notice of the meeting.
c. Place of Meetings: All meetings of the Council shall be held at such place as may be designated, from time to time, by the President.
d. Notice of Meetings: Notice of the time and place of all regular and special meetings shall be given to each member of the Council at least five (5) days before the meeting by any of the following methods: first class mail, postage prepaid; delivered personally; communicated orally; or any other method which is fair and reasonable when all the circumstances are considered. The business to be conducted and purpose of the meeting need not be stated in the notice, except in the case of a special meeting, in which case the purpose of the meeting must be stated.
e. Quorum: For all meetings of the Council, a quorum shall be a majority of the voting members then in service. If a quorum is present at the call of the meeting, the Council may continue to transact business until adjournment, notwithstanding withdrawal of enough members of the Council to leave less than a quorum.
f. Voting: Each voting member of the Council shall be entitled to one (1) vote. Resolutions shall be adopted and action shall be taken upon a majority vote of those persons present at a meeting at which a quorum is present, except as otherwise provided by law or elsewhere in these By-laws. Voting by mail or proxy or delivered ballot is not permitted.
g. Electronic Communication: The Council may meet by telephone conference or similar means of communication whereby all persons participating in the meeting can simultaneously hear each other. Participating in a meeting in this manner is considered to be personal presence at the meeting.
h. Action without a Meeting: An action required or permitted to be taken at a Council meeting may be taken by written action signed by all of the members of the Council.
i. Additional Consultants: The Council or the President may invite additional individuals with expertise in a pertinent area to meet with and assist the Council. Such consultants shall not vote or be counted in determining the existence of a quorum and may be excluded from an executive session of the Council by a majority of the voting members of the Council present.
j. Minutes: Minutes of all meetings of the Council shall be prepared and shall include a record of those persons in attendance and the votes taken on all matters. Minutes shall be signed by the presiding officer or by the person who prepared the minutes and a copy shall be submitted to all members of the Council and to all Members.
k. Rules of Order: The acts and proceedings of the Council shall be governed by the following: The Articles of Incorporation, these By-laws, the Minnesota Nonprofit Corporation Act, as amended, the Resolutions adopted, from time to time, by the Council, and, to the extent not inconsistent with the foregoing, Robert’s Rules of Order. However, technical or non-substantive departure from such rules shall not invalidate action taken by the Council.
ARTICLE 4
Officers and Councilors
4.1. Designation and Qualifications of Officers: The officers of the Association shall be a President, a President-Elect, a Secretary and a Treasurer. The officers must be Regular Members at the time of their election.
4.2 Election and Removal
a. The officers and Councilors (other than ex-officio Councilors) shall be elected by the Regular Members, from a slate recommended by the nominating committee, on a ballot distributed by mail (see Sections 2.4.1 and 2.4.6).
Any officer or Councilor may be removed by the Members at any time, with or without cause. Any officer or Councilor may be removed by the Council at any time for cause. Such removal shall be without prejudice to such officer’s or Councilor’s contract rights, if any.
b. The Council may appoint assistant officers as deemed necessary for the efficient operation of the Association.
c. The election or appointment of a person as an officer or Councilor does not, of itself, create contract rights.
4.3 Tenure of Officers: The Treasurer shall hold office for a period of four (4) years and the other officers shall hold office for a period of two (2) years, or until a successor for such officer shall have been duly elected and qualified or until death, resignation, or removal. Assistant officers shall hold office only for the term specified in their appointment.
4.4 Officer Vacancies: A vacancy in an office shall be filled by the Council from among the Councilors. A Councilor elected by the Council to fill a vacancy shall be elected until the following April 30 or until his or her successor is duly elected and qualified.
4.5 Multiple Offices: Multiple offices within the Association may be not be held or exercised by the same person.
4.6 Officer Compensation and Expenses: Officers may be compensated for services as authorized by the Members. Officers may be reimbursed for out-of-pocket expenses reasonably incurred on behalf of the Association.
4.7 Functions and Duties of Officers: In effecting their functions and duties, each officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interest of the Association and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The general functions and duties of the officers, by office, shall include, but not necessarily be limited to:
a. President: The President shall be the chief executive officer of the Association and shall be responsible for the day-to-day operations of the Association. In addition, she/he shall perform such other duties as may be determined from time to time by the Council. The President shall preside at all meetings of the Members and the Council and shall oversee the long-term goals and purposes of the Association.
b. Secretary: The Secretary shall keep the minutes of all meetings of the Members and the Council, give notices, prepare any necessary certified copies of Association’s records, distribute ballots, and perform such other duties as may be incident to the office or assigned from time to time by the Council.
c. Treasurer: The Treasurer shall have charge of the Association’s treasury, receiving and keeping the moneys of the Association, and disbursing the Association’s funds as authorized. The Treasurer shall perform such other duties as may be incident to the office or assigned from time to time by the Council.
d. President-Elect: The President-Elect shall assist the President in all matters and serve in her/his absence at Association functions. The President-Elect will be responsible for organizing the program for the annual meeting, working in concert with the President, other officers and Councilors. In addition, she/he shall perform such other duties as may be determined from time to time by the Council.
e. Assistant Officers: Assistant officers, if any, shall perform such functions as are customarily incident to the office and as may be assigned to them by the Council.
f. Delegations: An officer may, without approval of the Council, delegate some or all of the duties and powers of the office.
g. Past-President: The immediate Past-President shall serve in an advisory role to the Council and provide such continuity as required. The Past-President may be requested to assume additional duties as requested by the Council.
h. Past-Treasurer: The immediate Past-Treasurer shall serve in an advisory role to the Council and provide such continuity as required. The Past-Treasurer may be requested to assume additional duties as requested by the Council.
4.8 Conflicts of Interest and Confidentiality: Attached as Addendum 1 is the Association’s Conflicts of Interest and Confidentiality Policy. Officers are subject to the policies set forth in Addendum 1.
ARTICLE 5
Committees
The Council may, from time to time, create other committees for such special tasks as circumstances indicate. Any such other committee shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power beyond that specifically delineated by the Council.
The President, with the advice of the Council, shall appoint and may remove the other committee members and the chairperson of each other committee. All members of the Association and such non-members, as required, are eligible to serve on Committees.
The conduct of all such other committee meetings shall be governed by the resolutions adopted, from time to time, by the particular committee and, to the extent not inconsistent with the foregoing, the provisions set forth in these By-laws with respect to Council meetings, to the extent applicable.
ARTICLE 6
Financial Matters
6.1. Assessments: Members shall be subject to an annual assessment in an amount determined by the Council after a recommendation of the Treasurer. The assessments will be used to defray necessary expenses of the Association.
6.2. Deposit of Funds: All funds of the Association shall be deposited to the credit of the Association under such conditions and in such banks as shall be designated by the Council.
6.3. Written Instruments: Subject always to the direction of the Council, the President shall be authorized to execute contracts, agreements and other written instruments on behalf of the Association. In addition, the Council may authorize other officers or agents to enter into any contract or agreement or to execute and deliver any other instrument in the name of and on behalf of the Association, with such authority being either general or confined to specific instances.
6.4. Annual Report: The Treasurer shall report the financial state of the Association to all the Members at the annual meeting.
6.5 Loans: The Association shall not make any loans.
6.6 Fiscal Year: The fiscal year of the Association shall be the calendar year.
ARTICLE 7
Indemnification
The Association shall indemnify a person being or threatened to be a party to a proceeding by reason of the former or present official capacity of the person with respect to the Association against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding as provided in Section 317A.521 of the Minnesota Statutes, which section is incorporated herein by reference.
Such indemnification includes payment or reimbursement by the Association of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the proceeding as provided in Section 317A.521, Subd. 3, of the Minnesota Statutes.
The Association may also purchase and maintain insurance on behalf of such person as provided in Section 317A.521, Subd. 7, of the Minnesota Statutes.
Nothing in these By-laws shall be construed as prohibiting indemnification or advances or as imposing conditions on indemnification or advances other than those conditions contained in Section 317A.521, Subds. 2 and 3, of the Minnesota Statutes.
ARTICLE 8
Amendment of By-laws
The Council may from time to time adopt, amend or repeal all or any of the By-laws of this Association; except that after the adoption of the initial By-laws, the Council shall not adopt, amend or repeal a By-law fixing a quorum for meetings of Members, prescribing procedures for removing members of the Council or filling vacancies in the Council, or fixing the number of members of the Council or their classifications, qualifications, or terms of office, but the Council may adopt or amend a By-law to increase the number of Councilors.
These By-laws may also be amended by a vote of the Regular Members.
ARTICLE 9
Non-discrimination Policy
It is the express policy of this Association to recruit, hire, upgrade, train and promote any of its employees and to accept persons for positions as Members, Councilors and officers without regard to race, color, creed, religion, sex, marital status, veteran status, status with regard to public assistance, membership or activity in a local commission, national origin, age, disability, sexual orientation or handicap except when based on bona fide occupational or position qualifications.
I certify that the foregoing By-laws of Association for Medical School Pharmacology were duly proposed and adopted by the Members and Council at a meeting held on June 1, 1998.
As amended on ___
ADDENDUM 1 TO ASSOCIATION OF MEDICAL SCHOOL PHARMACOLOGY CHAIRS BY-LAWS
CONFLICTS OF INTEREST AND CONFIDENTIALITY POLICY
ARTICLE I
Purpose
The purpose of this Conflicts of Interest and Confidentiality Policy is to protect the interests of the Association when it is contemplating entering into a transaction or arrangement that: (a) might benefit the private interest of an Interested Person (as defined below); or (b) involves a contract or transaction between the Association and an Interested Person, or an organization in which an Interested Person is a director, officer or legal representative or has a Financial Interest (as defined below) [(a) and (b) above being referred to as Conflicts of Interest]. This policy is intended to supplement but not replace any applicable state laws governing Conflicts of Interest applicable to nonprofit and charitable corporations, including but not limited to Minnesota Statutes Section 317A.255 as it may be amended from time to time. In any instance where this policy may differ from such laws and regulations, the interpretation most protective of the Association shall govern.
ARTICLE II
Definitions
1. Interested Person means any director, councilor, officer, employee, committee member or agent of the Association or any entity controlled by, controlling or under common control with the Association and any Family Member (as defined below) of such person.
2. Financial Interest means:
a. a direct or indirect ownership or investment interest in any entity with which the Association has a transaction or arrangement, or
b. a compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate committee decides that a conflict of interest exists.
3. Family Member means spouse, parent, child, spouse of a child, stepchild, spouse of a stepchild, brother, sister or spouse of a brother or sister.
ARTICLE III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence and nature of any actual or possible conflict of interest to the Council and members of other committees considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists and Interested Person Participation
After disclosure of the actual or possible conflict of interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide if a conflict of interest exists.
If it is determined that a conflict of interest exists, the Interested Person may make a presentation at the committee meeting, but after such a presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
If it is determined that a conflict of interest does not exist, the Interested Person shall be invited to participate in subsequent discussion and voting.
3. Procedures for Dealing with the Conflict of Interest
a. The chairperson of the committee may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
b. The committee shall consider whether the Association should pursue a transaction or arrangement with a person or entity that would not give rise to a conflict of interest.
c. If the committee determines not to pursue a transaction or arrangement with a person or entity that would not give rise to a conflict of interest, the committee shall determine by a majority vote of the disinterested committee members whether the transaction or arrangement is in the Association’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
4. Violations of the Conflicts of Interest Policy
a. If the committee has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
b. If, after hearing the response of the person and making such further investigation as may be warranted under the circumstances, the committee determines that the person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, up to and including removal from office.
ARTICLE IV
Records of Proceedings
The minutes of all committee meetings shall contain:
a. the names of the persons who disclosed or otherwise were found to have a conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the committee’s decision as to whether a conflict of interest in fact existed;
b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
ARTICLE V
Exceptions
1. This Conflicts of Interest Policy does not apply to the fixing of compensation or expense reimbursements of officers, councilors and/or committee members of the Association for Council-approved expenses.
2. This Conflicts of Interest Policy does not apply for transactions or arrangements between the Association and entities controlled by, under common control with or controlling the Association.
ARTICLE VI
Confidentiality
Councilors, officers, agents and volunteers shall not divulge or communicate to any person(s) any confidential information of any kind concerning any matters affecting or relating to the business of the Association. If one is not sure if information is confidential, such person should request a determination by the Council or the President.