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MAINE SOCIETY OF HEALTH-SYSTEM
PHARMACISTS By-Laws |
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1.1 The name of the corporation shall be the “Maine Society of Health-System Pharmacists”, which will be referred to as MSHP. 1.2 MSHP may adopt and use such trade names, trademarks, service names, and service marks as, in its judgment, are necessary and appropriate to identify or designate its products and services to carry on its business. 1.2.1 The insignia of MSHP, which is to be used to denote an official MSHP document, shall consist of the Bowl of Hygeia contained within a cross which, in turn is contained within the outline of the State of Maine. The official color shall be green. 1.2.2 No member, chapter, organizational component, or third party may use any name or mark established in 1.2 or the insignia of MSHP unless such use conforms to the standards established by the Board of Directors and unless the Board has specifically approved such use in writing. 2.1 MSHP shall continuously maintain in the State of Maine a registered office at such place as may be established by the Board of Directors. The Board of Directors may establish MSHP’s principal place of business and other offices and places of business either inside or outside the state. 2.2
MSHP shall continuously maintain a registered agent within the State of
Maine, which shall be designated from time to time by the Board of Directors. 3.1
The classifications of membership in MSHP are as follows: 3.1.1
Active members: Maine
licensed pharmacists who support the purposes of MSHP as stated in the Charter
and who pay dues to MSHP. Only active members may vote and hold office. 3.1.2
Associate members: Persons
who have paid the dues as established by MSHP and who, by virtue of vocation,
training, education, and interest, wish to further the purposes of MSHP. 3.1.3
Student members: Individuals
enrolled full time in a pharmacy practice degree program (graduate or
undergraduate) in an accredited college of pharmacy. No dues shall be required
of student members for a period of one year post graduation. 3.1.4
Honorary members: Persons who shall be elected for life by unanimous vote
of the Board of Directors from among individuals who are or have been especially
interested in, or who have made outstanding contributions to, hospital pharmacy
practice. Honorary members may vote or hold office if otherwise eligible for
active membership. No dues shall be required of honorary members. 3.1.5
Pharmacy Technician Members: Maine
registered pharmacy technicians who support the purposes of MSHP as stated in
the Charter and who pay designated Pharmacy Technician dues rate to MSHP.
Pharmacy technician members may only vote for a pharmacy technician board
member, and on issues that are directed towards pharmacy technicians.
Pharmacy technician members can only hold the office of pharmacy
technician board member. 3.2
The Board of Directors shall establish dues and membership periods for
active members. The Board of Directors shall, consistent with other provisions
of these Bylaws, also establish dues and membership periods for other categories
of members. 3.2.1
Persons seeking membership in MSHP shall complete the application form
and enclose payment of dues for the classification of membership being sought. 3.2.2
Payment of dues each year automatically renews membership in MSHP;
failure to pay timely dues constitutes termination of membership. If dues are
paid after membership has been terminated, MSHP may treat such payment as a
reinstatement of membership. 3.2.3
Members shall, at the time of application or at renewal, be classified
into the category of membership for which they qualify. 4.1
The officers of MSHP shall be the President, the President-Elect, the
Immediate Past-President, the Treasurer and the Secretary, all of whom shall be
active members of MSHP. 4.1.1
The President-Elect shall be elected annually by the membership for a
term of one year and shall succeed successively to the office of President and
then to the office of Immediate Past-President, serving for one year in each
office. 4.1.2
The Treasurer shall be elected by the membership in the odd year for a
term of office of two years. No person shall serve more than two successive
terms as Treasurer. 4.1.3
The Secretary shall be elected by the membership in the even year for a
term of office of two years. No person shall serve more than two successive
terms as Secretary. 4.1.4
Each officer shall be installed at an appropriate meeting as established
by the Board of Directors. 4.2 The President shall serve as the principal elected official of MSHP, serve as Chairperson of the Board of Directors, communicate to the members of the actions of the Board of Directors and on important new activities that effect and further the purpose of MSHP, and communicate with members of MSHP and the public on the activities and policies of MSHP. 4.2.1
With the approval of the Board of Directors, the President shall annually
appoint chairpersons and members of the committees set forth in Article 6 of
these Bylaws, and any other committee or group that the Board of Directors
establishes. 4.2.2
The President shall be an ex-officio member of all committees of the
Board of Directors and all ad hoc committees. 4.2.3
The President shall report to the Board of Directors on official
activities and shall advise the Board of Directors on such matters as may
further the purposes of MSHP. 4.3
The President-Elect shall perform the duties of the President in the
President’s absence; succeed to that office upon the death, resignation, or
inability of the President to perform the duties of that office; serve as
Vice-Chairperson of the Board of Directors; and assist in communicating the
policies and activities of MSHP to its members and the public. 4.3.1
The President-Elect shall communicate to the membership on those issues
and activities that may affect and further the purposes of MSHP. 4.3.2
The President-Elect shall report to the Board of Directors on official
activities and shall advise the Board of Directors on such matters as may
further the purposes of MSHP. 4.3.3
A President-Elect who succeeds to the office of President as provided in
Article 4.3, shall serve out both the unfinished term to which he or she has succeeded
and the term to which he or she would have succeeded in due course. 4.3.4
The President-Elect shall be elected by the active membership in MSHP. 4.4
The Immediate Past-President shall perform the duties of the President in
the temporary absence of both the President and President-Elect. 4.4.1
The Immediate Past-President shall report to the Board of Directors their
activities and shall advise the Board of Directors of such matters as may
further the purposes of MSHP. 4.5
The Treasurer shall be responsible for overseeing conservation and
prudent investment of the assets and funds of MSHP; assure expenditure of funds
is in accord with the programs, priorities and budget established by the Board
of Directors; and regularly inform the Board of Directors and members on the
financial strength and need of MSHP. 4.5.1
No monies shall be disbursed except upon the signature of the Treasurer
or the President. The Treasurer shall periodically review and approve internal
controls designed to assure proper control of funds and disbursements and make
sure that current and projected incomes and expenses meet the budget of MSHP. 4.5.2
The Board of Directors may at all times inspect and verify the books and
accounts of MSHP. 4.5.3
The Treasurer shall review and report upon the long-term financial
projections and plans of MSHP. 4.6
The Secretary shall keep and maintain an accurate record of the meetings
of the Board of Directors and such other activities of MSHP as the Board of
Directors may direct. 4.6.1
The Secretary shall be responsible for all correspondence of MSHP. 4.7
The manner of filling vacancies of any office shall be as follows: 4.7.1
The provision of Article 4.3 and 4.3.3 shall apply. 4.7.2
If both the President and the President-Elect shall become permanently
unable to perform the duties of their offices, the Board of Directors shall
appoint from the Board of Directors a President pro tempore to serve for the
remaining portion of the unexpired term. At the next election the nominations
committee shall present nominations for the office of President and
President-Elect. 4.7.3
If the Secretary or the Treasurer becomes unable to perform the duties of
his or her office, the Board of Directors is empowered to fill the vacancy. 4.7.4
If the Immediate Past-President is permanently unable to perform the
duties of that office, the Board of Directors shall appoint a Director to
perform the duties of that office. 4.8
The following miscellaneous provisions shall apply: 4.8.1
To the extent not prohibited by these Bylaws, the officers may also
exercise the powers that, by statute or otherwise, are customarily exercised by
officers holding such offices or that may be established by the Board of
Directors. However, only the President or an individual appointed by the
President may execute on behalf of MSHP contracts, leases, debt obligations, and
all other forms of agreement. An officer of MSHP may sign an instrument that
must be executed by the President and that other officer. 4.8.2
Except to the extent specifically authorized by the Board of Directors,
no officer shall be entitled to any compensation for services. In accordance
with policies established by the Board of Directors, officers may be reimbursed
for reasonable expenses incurred in discharging the functions of the office. 5.1
The Board of Directors shall consist of eleven (11) voting persons: the officers of MSHP and five (5) Regional
Directors and one (1) Pharmacy Technician Board Member.
The role of the Regional Directors is to represent their region at the
Board meetings and represent the Board in their regions.
The role of the Pharmacy Technician Board Member is to represent Pharmacy
Technician Members at the board meetings and represent the Board to the Pharmacy
Technician Members. The five regions are by counties in the State of Maine: 1)
Cumberland and York; 2) Androscoggin, Franklin, Oxford, and Sagadahoc; 3)
Kennebec, Knox, and Lincoln; 4) Penobscot, Piscataquis, and Somerset; 5)
Aroostook, Hancock, Waldo, and Washington.
The Pharmacy Technician Board Member may be from any county in the State
of Maine. 5.1.1
The term of office for a Director who also serves as an officer shall be
the term for that office, and the manner of election and filling vacancies in
such offices shall be as specified in the Bylaws dealing with those offices. 5.1.2
Directors shall be elected by the membership. 5.1.3
Elected Directors shall serve for a term of two years beginning January 1
following their election. Elected Directors may not serve more than two
consecutive terms. 5.1.4
If the office of an elected member of the Board of Directors shall become
vacant the Board of Directors may fill the vacancy. 5.1.5
The pharmacy technician members will elect the Pharmacy Technician Board
Member. 5.2
The Board of Directors shall meet at least every three months and at such
other times as the Board may determine. A special meeting shall be held upon
written applications of any two Directors or of the President. 5.2.1
The Secretary shall give the Directors reasonable advance notice thereof
by mail or other mode of transmittal. 5.2.2
No Director shall be entitled to any compensation for services. Pursuant
to policies adopted by the Board, Directors may be reimbursed for reasonable expenses
incurred in attending meetings of the Board of Directors and in discharging
functions at the direction of the Board. 5.3
The Board of Directors shall manage the affairs of MSHP, establish
policies within the limits of the Bylaws, actively pursue the purposes of MSHP,
and have discretion in the control, management, investment, and the disbursement
of its funds. The Board of Directors shall develop and present to the general
membership an annual budget, establish financial goals for MSHP and oversee the
financial operations of MSHP. The Board of Directors shall establish and review
long-term objectives of MSHP and establish the priority of all programs and
activities. The Board may establish whatever rules and regulations for the
conduct of its business it deems advisable, and may appoint whatever agents it
considers necessary to carry out its powers. 5.3.1
The Board of Directors may establish committees and task forces and
designate representatives to other organizations. 5.3.2
The Board of Directors may make contributions of MSHP assets to other
organizations for research and educational activities of benefit to hospital
pharmacists. The Board may also accept grants, contributions, gifts, bequests,
or devices to further the purposes of MSHP. 5.3.3
The Board of Directors shall create, review, and modify the professional
policies of MSHP and submit those policies to the membership for such action as
the membership may choose to take. 5.3.4
The Board of Directors shall approve all nominations to all committees. 5.3.5
The Board of Directors and the officers shall tender reports at such
times and in such manner as are required by law. 6.1
The committees set forth as follows are components of MSHP and shall
operate to further the purposes of MSHP. The President shall appoint
chairpersons required. Other committees shall be appointed as outlined in
Article 4.2.1. 6.1.1
The Audit Committee, consisting of three active members of MSHP, shall
make an annual audit of the finances of MSHP.
The audit report shall then be submitted to the Board of Directors at
their first meeting of the fiscal year. 6.1.2
The Nominating Committee shall consist of three active members appointed
by the President. The Nominating Committee shall select the candidates for the
offices of President-Elect, Secretary (even year), Treasurer (odd year), and the
Directors at Large. The Nominating Committee shall supervise the mailing and
counting of ballots. 6.2
The Committees of MSHP set forth in this Article 6 shall have only those
powers granted herein. The Board of Directors may establish administrative
guidelines for these entities. 6.2.1
In no case shall such committees independently contact other organizations,
seek or attempt to secure funds from outside MSHP, or commit any funds of MSHP. 7.1
At the direction of the Board of Directors, any officer or employee of
MSHP shall furnish at the expense of MSHP a fidelity bond, in such a sum as the
Board shall provide. 7.2
MSHP may indemnify each Director, officer, former Director, and former
officer of MSHP against expenses (including attorney’s fees), judgments,
fines, penalties and settlements actually and necessarily incurred by that
person in connection with or arising out of any proceeding in which that person
may be involved as a party or otherwise by reasons of being or having been such
Director or officer. 7.2.1
No indemnification shall be made until the Board of Directors of MSHP
shall have determined that indemnification is proper. 7.2.2
The procedure and standard for indemnification shall be governed by the
applicable sections of Corporations and Associations Article and Annotated Code
of Maine. 7.3
If any provision of these Bylaws should, for any reason, be held to be
invalid, the validity of any other provision is not thereby affected. 7.4
Whenever the Board of Directors is given authority with respect to any
matter, that authority shall include the ability to modify, change, stop or
eliminate that matter at any time. 7.5
The business of the membership shall be conducted in accord with such
rules or procedure as the Board of Directors may establish and, to the extent
not covered therein, by the latest edition of Robert’s Rules of Order. In no
case shall any rule conflict with the Charter or these Bylaws. 7.6
The fiscal year of MSHP shall be the calendar year. 7.7
The MSHP Newsletter shall be the official publication of MSHP. 7.8
A quorum shall consist of 5
Board members at a Board of Directors meeting. 8.1
Every proposition to alter or amend these Bylaws shall be submitted in
writing to the Board of Directors. Upon
review and approval of a majority, the Board shall submit the proposed
amendments to the American Society of Health-System Pharmacists before the
amendment is submitted to the entire membership by official ballot for vote.
Any proposed amendment to be approved must be acceptable to a majority of
the voting active membership and their approval indicated by an affirmative
official ballot mailed to the Secretary. Back to MSHP Home Page |