BYLAWS

OF THE

IDAHO STATE PHARMACY ASSOCIATION


ARTICLE I - MEMBERSHIP
 
 

1. Classification of Membership:

In accordance with the provisions of the Constitution, membership in this Association shall be classified as active pharmacists, associates, faculty, pharmacy technicians retired pharmacists, students, sustaining, or life membership.
 
 
2. Membership Classification:

a. Active Pharmacist Membership:

Any pharmacist of good professional and ethical standing licensed to practice in the State of Idaho shall be eligible for membership in this Association. A pharmacist is defined as anyone licensed to practice pharmacy, or an individual who has earned a recognized degree in pharmacy. Active members in good standing shall have the right to vote at the general sessions of the Association, in mail ballots for election of officers and major issues as determined by the Board of Directors affecting the Association, and shall be eligible to hold office in the Association. b. Student Membership: Any full-time student who is regularly enrolled in an accredited school or college of pharmacy or any pharmacy intern within the State shall be eligible for student membership. c. Associate Membership: Any person not eligible for active membership interested in the purposes of this Association shall be eligible for associate membership in this Association. d. Sustaining Membership: Any firm, partnership or corporation interested in advancing the profession of pharmacy shall be eligible for sustaining membership in this Association. e. Retired Pharmacist Membership:

Any Idaho registered pharmacist who is retired.

f. Faculty Membership:

Any person who is a faculty member of an accredited school or college of pharmacy shall be eligible for Faculty Membership.

g. Pharmacy Technician/Supportive Personnel:

Any individual who works in a pharmacy trained according to written standards, under the supervision of a licensed pharmacist, who assists in pharmacy activities which include preparing, compounding, distributing or dispensing of medications or devices but which do not require the professional judgment of the pharmacist shall be eligible for Pharmacy Technician/Supportive Personnel Membership.

h. Life Membership: Any person who has held active membership in this Association during the period of his/her eligibility may be granted life membership in this Association upon recommendation to, and approval by, the Board of Directors, and upon the payment of such fees as shall be determined by the Board. Life members shall continue to enjoy the privileges of active membership, but they shall be exempt from all annual dues and assessments.
 
 
Student, Associate, Faculty, Retired, Pharmacy Technician/Supportive Personnel, and Sustaining Members may be extended the privilege of the floor at the annual general sessions, but they shall not be entitled to vote or hold office in this Association.
 
 

3. Application and Acceptance:

The Executive Director of this Association shall be authorized to declare eligible applicants elected to membership upon receipt of their application accompanied by payment of such dues and/or fees as may be prescribed and affirmative knowledge that the applicant meets all the requirements for the proper membership sought, provided: however, that any active member in any local affiliated association shall be immediately accepted as an active member upon application and payment of such dues and/or fees to this Association.
 
 
 
 

4. Dues and Fees:

a. Each member and/or group of affiliated members shall pay such membership fees and/or dues as shall be determined and fixed by the Board of Directors, except that the life members shall be exempt from the payment of annual dues and assessments. In the determination or revision of fees, dues or assessments, the Board of Directors shall take into consideration the various classifications of membership and the estimated benefits to be received by the respective classes of members, and shall fix such fees, dues, or assessments on a pro-rata basis in accord with those considerations in order that the funds necessary to operate and maintain the association may be achieved. The newly licensed pharmacist who has been registered in Idaho by examination or reciprocation of license for less than one year shall have the same voting privileges as an active member, but the dues for his/her membership shall be waived.

b. Dues become due and payable January 1 or unless otherwise defined by the Board of Directors, and shall become delinquent thirty (30) days after that date.
 
 

5. Resignation:

Any member may resign his/her membership at any time by filing written resignation with the secretary at the Association office. Said resignation may become effective immediately or at such future time as the member may designate; however, such resignation shall not relieve the resigning member from the payment of dues or other obligations which are in arrears at the time of such resignation.
 
 

6. Suspension and Expulsion:

a. Any member of this association may be disciplined for improper conduct, conviction of any criminal offense involving professional practice, or for non-payment of dues or assessments. To bring a charge before the Board of Directors the accuser shall file with the Executive Director at the Association office, a written statement signed by him/her of the charges and the supporting evidence. The Executive Director shall refer this statement to the Board of Directors for investigation and recommendation. No member shall be disciplined unless he/she shall first have been given notice in writing of the charges brought against him/her and afforded the opportunity to be heard by the Board of Directors. After proper notice and hearing, the Board may censure, place on probation, suspend, or expel the member. A majority vote of the members of the Board shall be required for a final decision under this subsection. If the accused member fails to appear or send a representative to act on his/her behalf, the Board of Directors may find him/her guilty of contempt and may examine the facts of the case and pass judgment as if the accused were present. In any case, the member may appeal to the next general meeting of the Association for final determination by the membership. Expulsion shall operate automatically to invest in the Association all the right, title, and interest of the expelled member in and to the property and assets of the Association.

b. If the Idaho State Board of Pharmacy suspends a pharmacist's license, that pharmacist will be automatically suspended from membership in the Association for the period of license suspension plus one (1) year.
 
 

7. Districts:

a. The state shall be divided into not more than fifteen (15) districts composed of local pharmacy organizations affiliated with the Association as presently defined.

b. Upon application to, and approved by the Board of Directors of the Idaho State Pharmacy Association, Inc., the organization shall be affiliated with the Idaho State Pharmacy Association.

c. The organization shall subscribe to and abide by the constitution and bylaws of the Idaho State Pharmacy Association, Inc.

d. The secretary of the district organization shall, thirty (30) days prior to their election or selection of members to the of the Idaho State Pharmacy Association, submit to the Executive Director at the Association office, a list of their active members. The state Association Executive Director shall then review the membership list and notify the secretary of the district organization of any member listed who is not currently a paid-up member of the State Association.
 
 

ARTICLE II - OFFICERS
 
 

1. Officers:

The officers of this Association shall be the immediate past president, a president, a president-elect, a first vice president, a second vice president and a secretary/treasurer. The second vice president shall be elected annually by members at large. The Board of Directors will appoint the secretary/treasurer for a term of three (3) years and a maximum tenure of six years.
 
 

2. Nominating Committee:

No later than November 1, the President shall appoint a nominating committee of three (3) members for the purpose of drawing up a list of candidates for each position in which a vacancy occurs, by termination of office or other reason. The Executive Director shall supply this committee with a list of active members who are qualified to hold office. From this list, the committee will select a minimum of two candidates for second vice president, and if required, two candidates for the offices of president-elect, and first vice president, each of whom must have been a member for at least 24 12 months immediately prior to such nomination. The current second vice president and first vice president shall be considered for succession to the next higher office. Nominations will be forwarded to the Executive Director not later than December 1. These nominations shall be printed alphabetically with a brief biography in the January official publication of the Association.

Further nominations may be made from the membership by mail provided that six (6) members sign each nomination or list of nominations and they be mailed to the Executive Director at the Association office and postmarked not later than February 15.

All nominations shall be printed, alphabetically, on a ballot and mailed, together with a brief biography, to each active member in good standing by March 15. All ballots shall be marked, sealed, and returned to the address specified on the ballot by April 15. Ballots postmarked after April 15 will not be considered.
 
 

3. Election of Officers:

The president shall appoint an elections committee of three (3) members to supervise the election of officers. The election committee shall count the ballots and certify the results by May 1. The candidate who received the most votes shall be considered elected to office, except that the president-elect must receive over 50 percent of the ballots cast. The elections committee shall notify all winning candidates within 10 days of ballot results. In event of not a clear majority for president-elect on the first ballot, a second mail ballot shall be mailed between the two candidates receiving the most votes within fifteen (15) days. All ballots shall be postmarked within ten (10) days of issue and received in the Association office within 15 days of issue.

Within seven (7) days of the close of balloting, the chairman shall call a meeting of the elections committee for the purpose of counting the ballots. All newly elected officers, except in the case of a second balloting for the office of president-elect, shall be presented at the final general session of the annual meeting of the Association, and shall be duly installed in their respective offices at the conclusion of this session. If a second balloting is required for the office of president-elect, the name of the winning candidate shall be published, and he/she shall be considered automatically installed in that office.
 
 

4. Vacancies in Office:

    1. In the event of vacancies in elective offices of the Association during a regular term due to resignation, suspension, expulsion, or demise; the Board of Directors shall nominate and elect a successor to fill the unexpired term, except in the case of a vacancy in the office of president, which will automatically be filled by the President-Elect.
    2. In filling the vacancy for an unexpired term, an officer who has served more than half a term is considered to have served a full term in that office.

5. Duties of Officers:

a. President:

The president shall be the chief executive officer of the Association. He/she shall preside at all meetings of the Association and shall supervise the activities and affairs of the Association and see that directives of the members are properly executed. He/she shall be an ex officio member of all committees of the Association.

b. Immediate Past President:

Will serve as a member of the Board of Directors.

c. President-Elect:

The president-elect shall succeed to the presidency to assure continuity of informed leadership for the Association and shall preside during the absence of the president.

d. First Vice President:

The first vice president is responsible for the coordination of planning, education, and meeting for the Association and shall preside during the absence of the president and president-elect and will be responsible for the Annual Convention.
 
 

e. Second Vice President:

The second vice president is responsible for coordinating membership in the Association.

f. Secretary/treasurer:

The Secretary/treasurer will declare eligible applicants for membership and keep records of activities of the Association. Under the direct supervision and control of the Board of Directors, the secretary/treasurer shall be the chief financial officer of the Association, and shall work closely with the Executive Director who receives, holds, and/or disburses all the moneys and funds of the Association and is the custodian of all its securities. He/she shall keep a current and accurate record of all financial transactions of the Association and shall submit a report of audit and verification of this record by a certified public accountant at the first general session of the annual meeting of the Association.
 
 

6. Compensation:

No elected or appointed officer of this Association shall receive any compensation from the Association either directly or indirectly, except the Executive Director, whose compensation will be set by the Board of Directors. Reimbursements may be made for expenses or expenditures incurred in behalf of or in the business of the Association.
 
 

ARTICLE III - EXECUTIVE DIRECTOR
 
 

1. Appointment of an Executive Director:

The Board of Directors shall hire the Executive Director.
 
 

2. Term of Appointment:

The contract term of the Executive Director will not exceed three (3) years. The Board of Directors shall meet annually on or before November 1 and may, at its option, extend this contract. Such extension shall be in the form of an amendment and shall be a part of the employment contract.
 
 

3. Duties:

The Board of Directors shall define duties of the Executive Director.
 
 
4. Compensation:

The Board of Directors will set the compensation of the Executive Director.

The Executive Director shall be bonded in an amount deemed suitable by the Board of Directors, the premium for such bond being paid from the funds of the Association.
 
 

ARTICLE IV - MANAGEMENT
 
 

1. Management:

Full authority and responsibility for the management and control of this Association shall be vested in the Board of Directors, who, in turn, shall be accountable to the membership at large for their actions.
 
 

2. Board of Directors:

The president will act as chairman of the Board of Directors.
 
 

3. Agents and Assistant:

The Board of Directors may appoint such agents or engage such assistants as necessary for the transaction of the business of the Association. Such persons shall hold appointment during the pleasure of the Board of Directors and shall be compensated, as it shall provide.
 
 

4. Reports:

The Executive Director of the Association shall be required to report to the Board of Directors as to all affairs of the Association within his/her knowledge or under his/her control whenever the Board of Directors require him/her to do so. The Chairman of the Board of Directors shall make an annual report to the members of the Association at each annual meeting setting forth in detail all the transactions, business, and finances of the preceding year. This report shall be filed with the records of the Association and an abstract thereof entered in the minutes of the proceedings of the annual meeting.
 
 
 
 

ARTICLE V - COMMITTEES
 
 

1. Standing Committees:

a. Appointment:

The Association president shall appoint, with the advice and consent of the Board of Directors, such Chairmen and members of the following Standing Committees:

(1) Committee on Finance

(2) Committee on Membership

(3) Committee on Nominations

(4) Committee on Elections

(5) Committee on Resolutions

(6) Special committees as deemed necessary by the Board of Directors.
 
 

Standing Committees shall serve until the end of the next annual meeting of the Association following their appointment. Of the members appointed to each committee, at least two (2) shall have served the prior year on that committee. No member shall serve more than four (4) consecutive years or on three (3) committees concurrently.

b. Duties:

Each committee shall meet at least annually. Each committee shall submit, not later than two (2) months prior to the annual meeting following its appointment, a written report of its activities and recommendations for transmittal to the Board of Directors.
 
 

2. Special Committees:

a. Composition:

The Association president shall appoint, with the advice and consent of the Board of Directors, such special committees as may be necessary. All committees will serve until the end of the next annual meeting of the Association following their appointment.

b. Duties:

Each special committee shall meet at least annually. Each committee shall submit, not later than two (2) months prior to the annual meeting following its appointment, a written report of its activities and recommendations for transmittal to the Board of Directors.
 
 

3. Quorum:

A majority of the members of a standing committee or a special committee shall constitute a quorum of that committee for the transaction of business.
 
 

4. Voting Between Committee Members:

In all questions arising between meetings of a committee which can be settled by vote, the chairman of the committee may order the vote to be taken by mail, telephone, or electronic ballot. This vote shall have the same force and effect as if the committee members had been personally present. A majority of the votes cast by a quorum shall be considered sufficient to decide a question. The ayes, nays, and abstentions of such votes taken by the committee shall be entered upon the minutes of the committee.
 
 

ARTICLE VI - INDEMNITY
 
 

Each officer and member of the Association shall be entitled to be at all times and continuously, protected, kept harmless, exonerated and indemnified by the Association out of the property and assets of the Association from and against any and all claims, demands, liabilities, suits, actions, and proceedings at law or in equity, which may be made, brought or enforced against him/her personally, and from and against any loss, cost charges, damages, and expenses which incur, or be put to, by reason of the organization and existence of this Association or by its Board of Directors, or any officer, agent or employee, acting in its name and on its behalf, provided, however, that this provision of indemnity shall not apply to the consequences of any unauthorized, willful, or fraudulent act or omission on the part of the delegate, officer, or member while acting in violation of the terms of these bylaws, and provided further that the protection and indemnity herein described shall be personally to and with the, officer or member entitled thereto, and shall not be assignable or transferable by him/her.
 
 
 
 

ARTICLE VII - MEETINGS
 
 

1. Of the Association:

The annual meeting of the Association for the transaction of business shall be held during each and every calendar year at a time designated by the Board of Directors and at a place offering adequate facilities for such meeting of the membership. Special meetings of the Association may be called at the discretion of the Board of Directors for consideration of current matters of extreme importance; however, such special meeting shall not alter the necessity for the regularly required annual meeting. Business may be conducted at the semi-annual meeting subject to ratification at the annual meeting. The secretary/treasurer of the Association shall cause written notice of any and all such meetings to be distributed to the membership by mail at least 48 hours in advance of such meeting, including a summary agenda.
 
 

2. Of the Board of Directors:

The Board of Directors shall meet on call of its chairman and at a time and place designated by him/her. The Board of Directors must consider as due causes for dismissal from the Board the failure, without sufficient reason, of any member to attend at least two consecutive meetings of the Board.
 
 

3. Special Meetings:

Special meetings of the general membership may be called by the Board of Directors as provided in Section 1 of this Article.
 
 

4. Procedure:

Roberts Rules of Order shall be adopted as the rules and regulations governing the procedure at all meetings of the Association and of the Executive Committee. At no meeting shall vote by proxy be permitted.
 
 

ARTICLE VIII - QUORUM
 
 

1. Of the Membership:

A quorum of members of the Association shall consist of such active members as may be present at any meeting of the Association.
 
 

2. Of the Board of Directors:

Over 50 percent of the members of the Board of Directors shall constitute a quorum thereof.
 
 

ARTICLE IX - AMENDMENTS
 
 

The Board of Directors will distribute resolutions presented for action affecting these bylaws to current members of the ISPA after approval. The initial notification will be in the official publication of the Idaho State Pharmacy Association and will be considered as the first reading of the Resolutions. The Resolutions will appear in two consecutive issues of the official publication of the Idaho State Pharmacy Association prior to the annual convention. The Resolutions shall be read (second reading) at the first general business session at the annual convention. The resolutions will be opened for debate and a vote taken at the second general business session as a part of the agenda of that meeting. An affirmative vote of two thirds (2/3) of those present shall be necessary to pass the Resolutions.
 
 

(Last amendments/changes were:)

UNANIMOUSLY ADOPTED AT THE FINAL BUSINESS SESSION JUNE 2000, COEUR D’ ALENE RESORT, COEUR D’ ALENE, IDAHO.