The Bylaws of an organization are the governing documents. Any changes to the Bylaws must be approved by the Members of the Association.
ARTICLE I. Name and Corporate Seal
The name of this Non-Profit Incorporated Association shall be CONNECTICUT PHARMACEUTICAL ASSOCIATION, and it shall have a seal with its corporate name. This seal shall only be used when authorized by the Board of Directors.
ARTICLE II. Purpose
Section 1. Mission: The mission of the Connecticut Pharmaceutical Association is to advance the practice and interests of pharmacy in the State of Connecticut.
Section 2. Purpose In furtherance of its Mission and in accordance with its statutory declaration of incorporation, the Association shall conduct such programs and activities and shall provide other membership benefits and services as may be established from time to time by its members or Board of Directors.
ARTICLE III. Membership
Section 1. This Association shall consist of Active, Life, Associate, Student, Pharmacy Technician, Resident and Honorary Members. The Board of Directors may also create other categories of membership as it deems necessary.
Section 2. Active Members. Any licensed pharmacist and who is not a life member is eligible to apply to become an active member of the association.
Section 3. Life Members. Any member in good standing who has paid dues for forty (40) years and has been voted a Life Member by the Board of Directors or who is a member in good standing for five (5) years and has applied and paid the appropriate fee to become a Life Member. Such a member shall have all the privileges of an Active Member.
Section 4. Associate Members. Any person who is interested in furthering the objectives of the Connecticut Pharmaceutical Association, is informed concerning the aims of the Association, is willing to assume the obligations of membership and who is not eligible to be an Active Member may apply to become an Associate Member. Such a member shall have all the privileges of an Active Member except the power of voting and holding office.
Section 5. Student Members. Any person who is not a pharmacist and who is a full-time student in a school of pharmacy accredited by the American Council on Pharmaceutical Education or who is a Connecticut licensed pharmacy intern is eligible to apply to become a student member. A student member shall have all privileges of active membership, except the power of voting and holding office except as provided in Article V, Section 2 of these bylaws.
Section 6. Pharmacy Resident: Any licensed pharmacist who is actively participating in an accredited residency program or one recognized by the Association is eligible to become a Pharmacy Resident member. Such a member shall have all the privileges of an Active Member.
Section 7. Pharmacy Technician Members. Any person who is not a pharmacist and who is employed as a pharmacy technician or who has satisfactorily completed a pharmacy technician educational course recognized by the Association or any certified pharmacy technician is eligible to apply to become a pharmacy technician member. A Pharmacy Technician member shall not have the power of voting or holding office except as provided in Article V, Section 2 of these bylaws.
Section 8. Honorary Members. Any individual may be named an Honorary Member by the Board of Directors in recognition of their knowledge of and/or contribution to the field of Pharmacy. An Honorary Member shall be exempt from payments of dues, they shall receive the publications of the Association, but they shall not have the right to vote or hold office.
Section 9. Dues: Annual dues shall be established by the Board of Directors. .
ARTICLE IV. Officers and their duties
Section 1. The officers of this Association shall be President, President-Elect, First Vice-President, Second Vice-President, Treasurer, and CEO, who shall perform the duties of their respective offices in accordance with the by-laws and usual customs and practices of this Association. The officers shall be referred to as the Executive Committee of the association. Any officer of the Association shall either reside or practice in the State of Connecticut.
Section 2. Elections shall be held annually for the position of Second Vice-President by ballot. Elections shall be held bi-annually for the position of Treasurer by ballot. Each candidate shall be both a licensed pharmacist in the State of Connecticut and an Active Member of the Connecticut Pharmaceutical Association in good standing shall have been a member for not less than (3) years, and have served on the Board of Directors or a standing committee for a period of at least (1) year. Once elected into office, the Second Vice-President shall advance to the position of First Vice-President, President-Elect and then President of the Association. The Treasurer shall be elected for terms of two (2) years as provided in the Bylaws and shall hold office until the installation of a successor.
Section 3. If death, or resignation, or removal of an officer for cause, as provided in the bylaws, shall create a vacancy, the President, or President-Elect if no President, shall make an appointment to fill the office of the Second Vice-President, subject to ratification by the Board of Directors. In the event of a vacancy in the office of President-Elect, the First Vice President shall assume that office. In the event of a vacancy, in the office of First Vice President, the Second Vice president shall assume that office. In the event of a vacancy in the office of President, the President-Elect shall assume the duties of the President. In the event of a vacancy in office of the Treasurer, the President, or President-Elect if no President, shall make an appointment to fill the office subject to ratification by the Board of Directors. In the absence of all the foregoing officers, due to death, resignation or removal for cause, a President pro tempore shall be chosen by majority vote of the Board of Directors who shall call for a special election.
Section 4. The Board of Directors shall have the power to appoint a CEO for a term of not more than (5) years.
Section 5. No member of this Association shall serve as officer of the Association while serving as a member of the State of Connecticut Commission of Pharmacy.
Section 6. Duties of Officers
A. The President. The President shall be chairman of the Board of Directors, and preside at all meetings of said board. The President shall preside at all meetings of the Association, enforce due observance of the provisions of the Bylaws, and parliamentary proceedings; he shall appoint all committees and delegates unless provided by the Bylaws or otherwise directed by the Association; he shall fill all vacancies in office or on committees by reason of death, resignation, or inability to serve, unless provided for in the or Bylaws; he shall present at the Annual Meeting of the Association a report upon the operations of the Association during his term of office, he shall be an ex-officio member of all committees to promote the purpose of the Association; he shall be an ex-officio member of the Connecticut Pharmacists Foundation Board of Directors, he shall call special meetings and may assign to committees new duties not specified in the Bylaws. The President shall oversee the performance and activities of the CEO. In the absence of the CEO, the President shall appoint a Recording Secretary pro tempore.
B. The President-Elect. The President-Elect shall assist the President in the performance of his duties and, in the event of his absence, disability or at the request of the President shall perform the duties of the President. In the event of a vacancy in the office of President, the President-Elect shall perform all the duties of the President for the un-expired portion of the term, and shall succeed to the presidency for the next following term. The President-Elect shall be an ex-officio member of the Connecticut Pharmacists Foundation Board of Directors.
C. The Vice-Presidents. In the absence of the President and the President-Elect, the First Vice President or in his absence the second Vice President shall preside at any meetings of the Association. In the absence of all the foregoing officers, for a Board of Directors meeting, a President pro tempore shall be chosen by majority vote of the board members present and shall be eligible to vote.
D. The Treasurer.
The Treasurer shall have access to a full and accurate account of all receipts and disbursements and shall oversee all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors, and shall make or oversee such disbursements of the funds of the Association as the Treasurer, and shall submit to the Board of Directors at its next meeting all such disbursements for its approval. The Treasurer shall render to the Board of Directors, whenever they may require it, an account of the entire Treasurer's transactions and of the financial condition of the Association and shall annually make a report of the financial condition of the Association. The Treasurer shall give to the Association a surety company bond in an amount satisfactory to the Board of Directors for the faithful performance of the Treasurer's duties. The bond shall be paid by the Connecticut Pharmaceutical Association. The Treasurer's records shall be subject to an annual review by a Certified Public Accountant.
E. The Chief Executive Officer. The CEO shall keep a correct record of all proceedings of the Association and keep a roster which shall contain the full name of each member, residence and occupational address, and date of admission. He shall collect all moneys for dues or other indebtedness to the Association, read all communications, conduct the correspondence of the Association and notify each member of the time and place all meetings of the Association at least ten (10) days in advance, notify members of committees of their appointment, giving each member the name and address of his associates on said committee and chairman’s name, render a full report at each Annual Meeting, carefully preserve all papers in the archives of the Association, serve as secretary to the Board of Directors and be an ex-officio member of the committees. He shall be bonded by an Indemnity Bonding Company for a sum not less than one hundred thousand dollars ($100,000), the fee for said bond shall be paid by the Association.
ARTICLE V. Management
Section 1. The affairs of this association shall be managed by the Board of Directors.
Section 2. The Board of Directors shall be made up of the Executive Committee, the immediate Past President, the chairman of any Academy formed in accordance with Article XV of the Association’s bylaws, one student member from each school of pharmacy located in the state, one pharmacy technician member, one new practitioner and 10 additional active member pharmacists. A New Practitioner is defined as a pharmacist who has graduated from pharmacy school within the last 5 years, elected for a 3-year term. The President shall be Chairman and the Chief Executive Officer shall be Secretary of the Board of Directors with the Chief Executive Officer having no vote. The student members shall collectively have a single vote. The pharmacy technician member, and the Chair of any Academy shall have the power to vote on all matters which come before the Board of Directors. The Chairman shall only vote in case of a tie. Members of the Board of Directors shall either reside or practice in the State of Connecticut.
Section 3. Elections shall be held for (7) six positions of the Board of Director members by ballot. The elected positions will have a three year term of office, and after the three year term, they are eligible to be re-elected. The remaining 4 positions will be appointed by the President for a one year term. These terms will commence after the annual convention.
Section 4. Any Board of Director who is absent for 3 unexcused Board of Director meetings per year shall be deemed to have resigned. In this event the President may appoint a successor for the remainder of the term. Any member of the Board of Directors may be removed from office for any reason by a two-thirds (2/3) vote in favor of the removal by the whole Board of Directors
Section 5. Duties of the Board of Directors.
A majority of the Board of Directors members shall constitute a quorum for the transaction of business. It shall be the duty of the Board of Directors to take into consideration and act upon all matters of business of the Association, to have the records of the Association examined annually by a Connecticut licensed Certified Public Accountant; to approve the bond of the Treasurer and CEO; to approve the depositories in which the funds and securities of the Association are deposited; to direct the investment of funds of the Association; and to perform such other duties as may from time to time be referred to it. Special meetings of the Board of Directors may be called by the President at any time on twenty-four (24) hour notice, or the President or CEO shall call a special meeting of the Board of Directors upon written request of the majority of said committee. Special meetings of the Board of Directors may be held without notice when all members of the board are present or shall sign waiver of notice.
Article VI. Meetings and rules of order.
Section 1. Quorum: Fifteen (15) active members in good standing shall constitute a quorum for the transaction of business for the Annual, Semi-Annual and special meetings.
Section 2. Annual Meeting: The Annual Meeting of this Association shall be held each year, at such place and at such date as may be selected by the Board of Directors.
Section 3. Semi-Annual Meeting: The Semi-Annual Meeting of the Association shall be held each year at such place and at such as date as may be selected by the Board of Directors.
Section 4. Special Meetings: A special meeting of this Association may be called by the President or when requested in writing by at least thirty-five (35) active members in good standing. The notice shall state the object of business of such meeting and no other business shall be transacted at such meeting. No special meeting shall be held until at least ten (10) days notice thereof has been given in writing to each member in good standing, stating time and place of such meeting.
Section 5. Order of Business: The order of business at all regular meetings shall follow the agenda as established by the Board of Directors.
Section 6. Rules of Order:
A. The meetings of this Association shall be carried on in accordance with the ordinary rules of parliamentary bodies and, unless otherwise determined by the Board of Directors, questions of order shall be decided in accordance with Robert’s Rules of Order, current edition.
B. No member in debate shall speak more than ten (10) minutes on the same question unless by permission of the presiding officer or unanimous consent of members present.
C. All points of order shall be decided by the President without debate. An appeal from the decision of the chair can be sustained only by a vote of two-thirds (2/3) of the members present.
D. On motion to adjourn, debate shall not be allowed but a member may give notice of a motion which he intends to offer in case the motion to adjourn is lost.
ARTICLE VII. Finances
Section 1. Fiscal Year: The fiscal year of this Association shall begin on July 1 of each year.
Section 2. Division and Investment. All moneys of the Association shall be deposited or invested in the name of the Connecticut Pharmaceutical Association. The funds shall be separated into the General Fund and the Invested Fund.
Section 3. The General Fund shall be composed of all moneys of the Association not specifically applied to the other funds. The Treasurer shall oversee deposits to this fund in banks, approved by the Board of Directors. The General Fund shall be applied to the payment of the current expenses of the Association. Except as hereinafter provided, the General Fund shall not be drawn upon except by the CEO and all disbursements from these funds shall be authorized by the CEO, but overseen by the Treasurer. In the absence or disability of the CEO, any two (2) of the officers of the Association, other than the CEO, may pay current expenses of the Association, by check, from the General Fund. The determination of whether or not the CEO is disabled within the context of this Section shall be made by a majority of the officers of the Association excluding the CEO. If required by the Board of Directors, other than the CEO, shall give such bond as it shall determine appropriate for the faithful performance of their services hereunder. The CEO shall incur no liability to the Association for the acts or omissions of the officers performing duties hereunder.
Section 4. The Invested Fund. Monies from the General Fund may be transferred to the Invested Fund as determined by the CEO. All such transfers shall be reviewed by the Treasurer. The Invested Fund shall be comprised of bank accounts; securities or such other investments as may be recommended by the Budget Committee and approved by the Board of Directors.
Section 5. Any new, unbudgeted expenditure raised and voted upon at a Board of Director’s meeting must receive at least 2/3 of board member’s present in the affirmative for passage.
ARTICLE VIII. Policy and Procedure Manual
This Association shall establish a Policy and Procedure Manual which does not conflict with the Bylaws.
ARTICLE IX. Amendments
Section 1. Any active Member or Life Member in good standing of the Association may submit to the Board of Directors a written proposal to alter or amend the Bylaws or any part thereof. After due consideration, the Board of Directors shall submit the proposal to the membership with its recommendations 30 days prior to a vote. Any proposal submitted with the approval of the Board of Directors shall require for adoption the consent of at least 2/3 of the members that cast a vote. Any proposal submitted without the approval of the Board of Directors shall require for adoption the consent of 3/4 of the members that cast a vote.
ARTICLE X. Committees
Section 1. Committees The Connecticut Pharmaceutical Association shall consist of at least the following committees: Budget, Ethics and Grievance, Awards and Nominations, and Bylaws and Resolutions.
Section 2. Appointments. After the close of each Annual Meeting, the President shall appoint chairs of committees.
Section 3. Other committees may be appointed by the President, or as directed by the Association, to perform such duties as may be assigned to them.
ARTICLE XI. Elections
Section 1. Elections shall be held annually for the position of Second Vice President and elections shall be held bi-annually for the position of Treasurer. The procedure for these elections is outlined in the Policy and Procedure Manual of the CPA.
Section 2. Elections shall be held annually for positions on the Board of Directors whose terms are expiring. The procedure for these elections is outlined in the Policy and Procedure Manual of the CPA.
ARTICLE XII. Delegates
Section 1. The President may appoint delegates and alternates to attend the annual meeting of the American Pharmaceutical Association and delegates and alternates to attend the annual convention of the National Community Pharmacists Association and he may appoint such delegates to other organizations as he may deem appropriate or as directed by the Association.
Section 2. The rules regarding the delegates are outlined in the Policy and Procedure Manual of CPA.
ARTICLE XIII. Disciplinary Action against Officers or Members
Section 1. Any member may be reprimanded, suspended or expelled for improper conduct or flagrant violation of any law or regulation governing the practice of Pharmacy and any officer may be removed from office for violating the By-Laws of the Association. The rules for such disciplinary action are outlined in the Policy and Procedure Manual of the CPA.
ARTICLE XIV. Other Pharmacy Associations
Section 1. To become eligible for recognition by the Association any other pharmacy association must meet the requirements as outline in the Policy and Procedure Manual of the CPA.
ARTICLE XV. ACADEMIES
Section 1 There shall be established within the Association special interest groups to be known as Academies. Academies will serve to distinguish the variety of professional practice interests of its members and provides a means for its members to participate in The Connecticut Pharmaceutical Association’s policy-making process. The number, area of activity and nomenclature of Academies shall be determined by the Association’s Board of Directors. The purpose of the academies shall be consistent with the mission statement of the association. All rules regarding such academies are outlined in the Policy and Procedure Manual of the CPA.
ARTICLE XVI. Gender
The reference to any gender in this constitution shall include either gender or both genders, as the context may require.
REVISED 2-24-2009, 3/20/09, 3/1/10, 2/26/18 _Approved by Members 5_30_2010
(server/committees/by-laws subcommittee/7-15-02 Constitution & By-Laws)