Article I Members
A. Membership. Membership shall consist of the membership of the New York State Council of Health-system Pharmacists and any interested party who wishes to participate in the Foundation.
B. Meeting. The foundation’s membership meets regularly in the same manner as the Directors meet.
C. Meeting: Quorum. A majority of members then on Foundation’s rolls is necessary to a quorum for action at any membership meeting. Absence of a quorum, whatever members are present may adjourn the meeting from time-to-time until a quorum is present.
D. Meeting Regular: Foundation membership shall meet annually at the Annual Assembly of the New York State Council of Health-system Pharmacists
E. Meeting: Action. Except where the Certificate, these bylaws or applicable public law requires a larger plurality, a unanimous vote, or a different vote, the act of a majority of the members properly present and voting at a meeting constitutes the act of membership.
F. Meeting: Action: Voting. Each member present at a meeting may cast one vote on any question before the membership on which he is entitled to vote. No member may vote by proxy or cast a proxy ballot at any membership meeting.
Article II Directors
A. Number. The Board of Directors consists of at least four Directors, at least one of whom shall be a director of the New York State Council of Health-system Pharmacists, all of whom shall constitute the Foundation’s members.
B. Number: Increase or Decrease. By majority vote of the entire Board, the directors may increase or decrease the number of Directors within the limits established by the Certificate, viz., not more than twenty nor less than four. No decrease may shorten the term of any incumbent Director.
C. Election. The Directors shall be appointed by the current Foundation Board.
D. Term. A Director’s term commences at adjournment of the meeting (whether of Members or Directors) at which he/she is appointed and expires three years after assuming the Director position. A Director may hold office for a maximum of three (3) consecutive terms.
E. Term: Resignation. A Director may resign at any time by filing with the Board or with the Chairman or secretary a signed statement to that effect. Any such resignation takes effect at the date and time specified in it or, if it does not specify both a date and a time, on its receipt by the Board, the Chairman or the Executive Secretary, whichever is earliest. Acceptance is not necessary to effectiveness of a resignation.
F. Term: Removal. The Foundation Board may remove a Director for cause or without cause.
G. Powers & Duties. The Directors manage the Foundation, its property, its business and its affairs and, except as otherwise stated in the Certificate, these bylaws or applicable public law, possess all power and responsibility necessary or appropriate to effective execution of these trusts and to accomplishment of Foundation’s purposes.
H. Compensation. No Director may receive any compensation from Foundation or have any pecuniary interest in any Foundation property, business or affair.
I. Meeting. The Directors meet regularly four times a year; (i) initially, following the annual membership meeting, and in any event within thirty days following adjournment of such meeting; (ii) thereafter, once in every seventy to one-hundred-ten days. The Chairman or any two Directors may call special meetings when necessary.
J. Meeting: Notice. A regular-meeting notice shall specify the date, time and place of a Directors meeting, and for a special-meeting the notice shall also state the purpose for which such meeting is called. The Chairman or any two Directors may call any general or special meetings by causing notice to be mailed, cabled or telegrammed to each member at his last known address not less than ten nor more than fifty days before the date of such meeting.
K. Meeting: Notice: Waiver. Notice of a meeting need not be given to a Director who (i) waives it by signed writing before or after such meeting or (ii) attends such meeting and fails to protest, promptly at its commencement or his arrival, whichever is later, any failure to notify him of it.
L. Meeting: Chairman. The Foundation Chairman presides at its meeting. In his/her absence, the Directors may designate a chairman pro tempore.
M. Meeting: Quorum. A quorum at Director meetings shall be a majority of Directors. Absent a quorum, whatever Directors are present may adjourn the meeting from time-to-time until a quorum is present. The only exception to this quorum requirement is directorate action to fill a Board vacancy created by removal of a Director without cause, in which case a majority of the Directors then in office, albeit fewer than a quorum, may act in a Directors meeting, otherwise properly called and held, to fill such vacancy.
N. Meeting: Agenda: Regular Meeting. The agenda for the initial regular Directors meeting is (i) election of Foundation officers, (ii) if the Foundation chairman is absent, designation of a chairman pro tempore, and (iii) such other business and affairs as any Director may properly present to the meeting. The agenda for any regular Directors meeting is (i) if the Foundation chairman is absent, designation of a chairman pro tempore and (ii) such other business and affairs as any Director may properly present to the meeting.
O. Meeting: Agenda: Special Meeting. The Agenda for a special Directors meeting is such business and affairs, summarized in the meeting notice, as any Director may properly present to the meeting. If all Directors are present and all waive failure of the meeting notice to summarize an item, the Directors may consider and act on such item.
P. Meeting: Action. Except where the Certificate, these bylaws or applicable public law requires a larger plurality or a unanimous vote, the act of a majority of the Directors properly present and voting at a meeting constitutes the act of the Board.
Q. Meeting: Action: Voting. Each Director present at a meeting may cast one vote on any question before the meeting. No Director may vote by proxy or cast a proxy ballot at any Directors meeting.
Article III Officers
A. Positions. The Foundation’s officers are Chairman, treasurer, Executive Secretary, and such additional officers as the Directors may from time-to-time elect. The Executive Secretary shall be the Executive Director of the New York State Council of Health-system Pharmacists
B. Qualifications. Each officer must be a Director.
C. Election. The Directors elect the officers for a three year period at the Directors initial regular meeting, and each annual meeting thereinafter, and may elect an officer to fill the balance of the term for a vacant position at any Directors meeting.
D. Term. An officer holds office from the adjournment of the meeting at which he/she is elected for a maximum of three (3) consecutive terms.
E. Term: Resignation. An officer may resign at any time by filing with the Board or with the Chairman or secretary a signed statement to that effect. Any such resignation takes effect at the date and time specified in it or, if it does not specify both a date and a time, on its receipt by the Board, the Chairman or the secretary, whichever is earliest. Acceptance is not necessary to effectiveness of a resignation.
F. Term: Removal. The Director may remove an officer for cause or without cause, but only (i) at a special meeting duly called for that purpose on a notice stating such purpose or (ii) on a consent signed by all Directors and filed with the Board minutes.
G. Powers & Duties. Except as the Directors may otherwise determine, each officer possesses such power and responsibility as generally attaches to his office and such additional power and responsibility as the Directors may from time-to-time confer on him.
H. Powers & Duties: Chairman. The Chairman is the Foundation’s chief executive; he/she presides at its membership meetings and Directors meetings: he has general responsibility to manage Foundation’s affairs; he sees that Board orders and resolutions are carried out; and he reports to the membership annually on Foundation’s activities.
I. Powers & Duties: Treasurer. The treasurer has custody of all Foundation money and securities and responsibility to deposit all such money or securities, as the case may be, in such depositories or safe-deposits and on such terms as the Directors may from time-to-time determine; he signs or countersigns all Foundation checks, drafts, notes and money-payment orders, as the Directors may determine; he has responsibility to account for Foundation’s assets and liabilities, income and expense, to maintain proper books and records of account in conformity with accepted accounting principles, and to have such books and records audited annually by a certified public accountant and such committee as the Directors may designate; and he reports to the membership annually on Foundation’s fiscal affairs and condition. He must be bonded in such amount and on such terms as the Directors determine.
J. Powers & Duties: Executive Secretary. The secretary keeps the minutes of the membership and Directors meetings; has custody of Foundation’s seal and responsibility to affix it to documents and attest to it as the Directors may authorize or instruct; he/she issues notice of every membership meeting, every Directors meeting, and such other notices as the Directors may authorize or instruct; and he/she maintains Foundation’s membership rolls. He/she must be bonded in such amount and on such terms as the Directors determine.
K. Compensation. No officer may receive any compensation from the Foundation or have any pecuniary interest in any Foundation property, business or affair.
Article IV Committees
A. Board Committees. The Directors may create such committees of the Board, with such rules of procedure, as they may deem necessary or desirable to its effective functioning, and by a two-thirds majority of the entire Board may create an executive committee of the Board to exercise the Board’s power between meetings. Each such committee will consist only of Directors, and the Chairman will be an ex-officio member of each such committee except any nomination committee.
B. Awards Committee: The Awards Committee will have the responsibility of reviewing award and grant applications. The committee will determine those applications to be awarded and will present the awards at the Annual meeting of the New York State Council of Health-system Pharmacists. Membership of the committee will include both directors and outside reviewers with expertise in the field of the award or grant application.
Article VII Outsource Services
The Directors may employ such personnel and engage such consultant service (e.g., audit, law, etc.) as they deem necessary or desirable to Foundation’s effective operation, accomplishment of its purposes, and its observance and respect of applicable public law, the Certificate and these bylaws.
Article VIII General
A. Fiscal Year. Foundation’s fiscal year is the calendar year.
B. Seal. Foundation’s seal is a circle enclosing its name, the year “1982”, the words “Corporate Seal- New York”, and such design as the Directors may determine.
C. Membership Roll. Foundation keeps a roll of its members, showing alphabetically the member’s name, residence, original membership date, most-recent membership-renewal date, and such additional information as the Directors may determine necessary or desirable to proper protection of legitimate membership and Foundation interests and concerns as the member may be willing to furnish.
D. Parliamentary Authority. Roberts Rules of Order, Revised, then-current edition, is the parliamentary authority for every membership, Directors or committee meeting.
E. Construction. In the event of conflict or inconsistency between the Certificate and these bylaws, the Certificate controls.
F. Controlling Law. These bylaws are controlled by New York law.
Article IX Amendment
The membership adopted these bylaws initially. But the Directors may amend, supplement or repeal them.
Article X
The Directors may amend, supplement or repeal these bylaws by a two-thirds vote of the entire Board; but if any such action could affect an election of Directors, its full text, together with a clear and concise explanation of its purpose and effect and a statement of the facts of its adoption, must be included in the notice of the next membership meeting at which any Director could be elected, and no such action (affecting election of any Director) will be effective until adjournment of such membership meeting.
Article XI
The affirmative votes cast in favor of any amendment shall be at least equal to the quorum.