ARTICLE 1. NAME AND SEAL
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 corporation may maintain a corporate seal, in the form and bearing words and figures as approved by the Board of Directors
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.
ARTICLE 2. OFFICES AND AGENT
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.
ARTICLE 3. MEMBERSHIP
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.
ARTICLE 4. OFFICERS
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.
ARTICLE 5. BOARD OF DIRECTORS
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.
ARTICLE 6. COMMITTEES
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.
ARTICLE 7. MISCELLANEOUS
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.
ARTICLE 8. AMENDMENT
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.