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MPhA Foundation: By-Laws
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By-Laws

Article I: Name and Mission

1. NAME. The name of this foundation is the Maryland Pharmacists Association Foundation (“Foundation”).

2. MISSION. The mission of the Maryland Pharmacists Association Foundation is to invest in the future of pharmacy by supporting student pharmacists, recognizing practice innovation and advancements, and enhancing philanthropy that supports leadership.

Article II: Members and Meetings

1. MEMBERS. The members of this Foundation shall consist of

  1. The Board of Directors of the Foundation during the term of appointment, and
  2. The members of the Board of Trustees of the Maryland Pharmacists Association, and
  3. Anyone making a minimum annual contribution, the amount to be determined by the Board of Directors.

2. ANNUAL MEETING. The annual meeting of the members shall be held at such a time and place to be determined by the Board of Directors each year. At the annual meeting, the members shall conduct business as may properly come before each meeting.

3. SPECIAL MEETINGS. Special meetings of members may be called at any time by the President or by resolution of the Board of Directors, and must be called by the President upon demand in writing, stating the objects of the proposed meeting, signed by not fewer than twelve of the members of the Foundation.

4. NOTICE OF MEETINGS. Written notice of the time and place of holding any meeting of members, and in the case of special meetings, the purpose thereof, shall be emailed to each member at the last known email address as it appears on the records of the Foundation.

5. QUORUM. Those members of the Foundation attending a meeting and entitled to vote shall constitute a quorum except as otherwise provided by law or by the Articles of Incorporation or by these Bylaws.

6. VOTING. Each member of the Foundation shall be entitled to one vote if present at the time of voting. Voting by email shall be permitted between annual meetings.

Article III: Board of Directors

1. NUMBER AND ELECTION. This Foundation shall be managed by a Board of six elected Directors, plus the Secretary of the Corporation and two appointed members, at least one of whom will be a non-pharmacist. Appointed members shall be selected by majority vote of the Board of Directors. The President of the Foundation as described in Article IV shall appoint a Nominations Committee of three members who are charged to submit within 30 days of their appointment two nominees for each Director to be elected. Within 90 days after nominations have been made, an electronic mail ballot shall be submitted to all members of the Foundation, and those elected shall be seated at the next annual meeting of the Foundation.

2. TERM OF SERVICE. Each member of the Board of Directors shall serve for a three year term, but no Director shall serve more than two consecutive three year terms. Two directors will be elected each year so that terms of office are staggered. These limitations do not apply to the Secretary who shall be Executive Director of the Maryland Pharmacists Association or his/her designee.

3. VACANCIES. Any vacancy in the Board of Directors may be filled for the unexpired portion of the year by a majority vote of the remaining Directors, and any Director so appointed shall hold office until the next succeeding annual meeting of the members and/or the election and qualification of a successor.

4. COMPENSATION. The members of the Board of Directors shall not be entitled to compensation for serving as Directors, but, by resolution of the Board, may be allowed necessary expenses incurred in the performance of their duties as Directors.

5. MEETINGS. The Board of Directors shall hold one regular meeting annually. The President may, and upon written request of a majority of the members of the Board shall, call special meetings at such times and places as may be determined by the Board.

6. NOTICE. Notices of meetings of the Board of Directors shall be given by electronic mail at least ten days prior to the meeting. Notice of meetings may be waived by the members of the Board of Directors. No notice or waiver thereof shall be necessary for the transaction of other business at any meeting at which every member of the Board of Directors shall be present.

7. QUORUM. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum and the act of the majority of the Board present at any meetings at which there is a quorum shall be the act of the Board of Directors except as may be otherwise provided by statute or by these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice to any absent Director. At the annual meeting, a majority of all attending members shall constitute a quorum.

8. ANNUAL REPORT. The Board of Directors shall publish or cause to be published an annual report setting forth important items in the operation of the Foundation and shall make copies of such report obtainable upon request to the Secretary of the Foundation.

9. VOTING. Voting by electronic mail shall be permitted between the annual meetings of the Board of Directors. Voting at the annual meeting by the Foundation membership shall be reserved for issues which the Board of Directors deems significant for consideration by the Foundation membership.

Article IV: Officers

The Board of Directors shall elect annually from its own membership a President and a Vice President. The Board of Directors may also appoint such committees, agents, or employees, who need not be members of the Board of Directors, as it may from time to time deem necessary or advisable. The Secretary shall be the Executive Director of the Maryland Pharmacists Association. The officers to be elected shall always include the following:

1. PRESIDENT. The President shall preside at all meetings of the Foundation and of the Board of Directors. The President shall sign and execute necessary papers or other instruments of the Foundation when such action is in accord with the decisions and directions of the Board of Directors. The President shall from time to time submit to the Board of Directors suggestions and plans for the work and activities of the Foundation and, at the annual meeting, shall submit to each member of the Board of Directors a report of the activities and affairs of the Foundation for the preceding year. The President may appoint committees which support the mission of the Foundation.

2. VICE PRESIDENT. In the absence or disability of the President, the Vice President shall assume the duties and responsibilities of that office. The Vice President shall also serve as parliamentarian overseeing the procedural order of any meetings of the Foundation.

3. SECRETARY. The Secretary shall keep accurate minutes of the meetings of the Foundation and of the Board of Directors, and to see that copies are sent to all members of the Board of Directors as soon as possible following such meetings. The Secretary shall be responsible for sending out notices of all meetings and shall conduct the correspondence of the Foundation and the Board of Directors. The Secretary shall keep an accurate account of the expenditures and reserve copies of all bills and vouchers subject to inspection by the President or other officers or members of the Board of Directors. All checks for payment of money of the Foundation shall bear the signature of two of the following: President, Vice President, Secretary in accordance with such policies as adopted by the Board of Directors. The Secretary shall act as Secretary of the Board of Directors and other such committees as may be appointed by the Board of Directors from time to time. The Secretary shall preserve all papers and archives of the Foundation, thus acting as custodian of all property of the Foundation unless such custody is otherwise provided for.

The Secretary of the Foundation shall sign and execute all routine papers or other instruments of the Foundation and other documents as directed by the Board of Directors. The Secretary shall have general responsibility for the transaction of the business of the Foundation, employment of personnel and supervision over the activities of the Foundation carried out in its headquarters. The Secretary shall carry out such other duties as may be assigned by the Board of Directors.

Article V: Financial Policy and Administration

1. FISCAL YEAR. The fiscal year of the Foundation shall be the calendar year.

2. AUDITING OF ACCOUNTS. All accounts of the Foundation shall be audited according to processes established by the Maryland Pharmacists Association and shall be certified to the Board of Directors at the close of the fiscal year. The report of the auditor shall be provided by the Secretary to the Board of Directors.

3. APPROPRIATIONS. The Board of Directors shall pass on recommendations for the allotment of funds for purposes which support the mission of the Foundation. Such action may be taken at any meeting or, if approved by the Board of Directors, by email vote.

4. FUNDS. All funds of the Foundation shall be deposited in the name of the MARYLAND PHARMACISTS ASSOCIATION FOUNDATION and may be apportioned and classified as directed by the Board of Directors within the Internal Revenue Service 501 (c)(3) guidelines.

5. SECURITIES. All securities belonging to the Foundation shall be held in the name of, or for the account of, the MARYLAND PHARMACISTS ASSOCIATION FOUNDATION. Such securities shall be protected by deposit, in a safe deposit vault or by other such means as the Board of Directors may direct.

Article VI: Gifts, Donations, and Bequests

1. ACCEPTANCE. Gifts, donations and bequests may be generally accepted directly or indirectly by the MARYLAND PHARMACISTS ASSOCIATION FOUNDATION for the general purposes of the Foundation with or without limitations as to expenditure of the principal or purpose. The expenditure of these funds shall be consistent with the mission of the Foundation.

Article VII: Liquidation

1. LIQUIDATION. In the event of the liquidation and dissolution of the Foundation, any properties, funds or moneys or securities remaining in the treasury of, or to the account of, or otherwise belonging to, the Foundation shall be used by the Board of Directors first to pay any lawful indebtedness of the Foundation and any sums thereafter remaining shall be disbursed in the manner and for the purposes stated in Foundation mission. In no case, and in no event, shall any sum or any security or any credit, or any pecuniary benefit be paid to, or accrue to, or inure to, the benefit of, any member of the Foundation, any member of the Board of Directors, any individual, or any organization which does not qualify under Section 501(c)(3) of the Internal Revenue Code, save and except for the payment of any proper expenses incurred by such person, persons or organization on behalf of the Foundation.

Article IX: Amendments

These Bylaws may be amended at an annual meeting or at any special meeting by a two-third vote of the members present, provided the notice of such meeting shall have the proposed amendment and was distributed to the members not less than one month in advance of the meeting. These Bylaws may also be amended, at any meeting, by a two-thirds vote of the Board of Directors provided the proposed amendment, in writing, was submitted to each Director not less than one month in advance of the meeting at which the proposed amendment is considered. The Board of Directors, however, may not amend the provisions of Article II, which shall be subject to amendments by the members of the Foundation only. Proposed amendments, other than to that of Article II, may be made a part of the Bylaws at any time, upon unanimous approval of all Directors.

 

Adapted from the American Pharmacists Association Foundation with permission of William Ellis.

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