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SOUTHERN TIER SOCIETY OF HEALTH-SYSTEMPHARMACISTS, INC.CONSTITUTIONANDBYLAWSApproval: Constitution & ByLawsSouthern Tier Board of Directors – xx/xx/xxNYSCHP Board of Directors – 02/22/2016Southern Tier Members – xx/xx/xxThis Southern Tier Constitution & ByLaws supersedes all previous editions1
SOUTHERN TIER SOCIETY OF HEALTH-SYSTEMPHARMACISTS, INC.CONSTITUTION2
CONSTITUTIONARTICLE INAME AND OBJECTIVESA. NameThe name of this organization shall be Southern Tier Society of Health-SystemPharmacists, Inc. hereafter referred to in this Constitution as the “Society”.B. ObjectivesThe objectives of the Society shall be:1. To advance public health by promoting the professional interests of pharmacistspracticing in hospitals and other organized health care settings through:1.1Fostering pharmaceutical services aimed at drug-use controland rational drug therapy.1.2Developing professional standards for pharmaceutical services.1.3Fostering an adequate supply of well-trained, competentpharmacists and associated personnel.1.4Developing and conducting programs for maintaining andimproving the competence of pharmacists and associated personnel.1.5Disseminating information about pharmaceutical services andrational drug use.1.6Improving communication among pharmacists, other membersof the health care industry, and the public.1.7Promoting research in the health and pharmaceutical sciences,and in pharmaceutical services.1.8Promoting the economic welfare of pharmacists and associated personnel.2. To foster rational drug use in society through advocating appropriate publicpolicies.3. To encourage the growth of its membership by providing them with guidance andassistance in keeping with the Society’s goals and objectives.4. To pursue any other lawful activity that may be authorized by theSociety’s Board of Directors.5. To provide assistance to other affiliated chapters of the New York State Councilof Health-system Pharmacists [hereafter referred to in this Constitution asthe “Council”] in keeping with the Council’s goals and objectives.3
ARTICLE IIMEMBERSHIP2.1 The membership of the Society shall consist of Active, Associate and Honorarymembers as defined in the ByLaws of the Council with the exception that Associatemembers may vote at Society meetings and in Society elections.2.2 All members of the Society must be members of the Council. Active members areencouraged to be members of the American Society of Health-System Pharmacists.ARTICLE IIIOFFICERS3.1 The officers of the Society shall be the President, Immediate Past President,President-Elect, Secretary, and Treasurer.3.2 Election of officers shall be held annually as provided in the ByLaws of theSociety.ARTICLE IVBOARD OF DIRECTORS4.1 There shall be a Board of Directors of the Society consisting of theofficers and those person[s] appointed by the President.ARTICLE VAFFILIATION5.1 The Society shall be affiliated with the Council and shall be guided bythe objectives of that organization. The Council shall represent and speakfor the Society in matters of State concern.5.2 The Society shall be represented in the Council as described in the Constitution andByLaws of the Council.ARTICLE VIAMENDMENTS6.1 Any proposition to alter or amend this Constitution shall be submitted inwriting to the Society’s President by two or more active Society members.The President shall submit the proposed amendment, with any recommendations forapproval or disapproval, to the Board of Directors at its next regular meeting. If themajority of the Board of Directors approves the proposed amendment, it shall besubmitted to the Board of Directors of the Council for approval. After receivingapproval for the amendment from the Council, the amendment shall be submitted toall Society members by mail or email ballot to be returned within twenty-one days.The returned ballots shall be counted and the results reported back at the next generalmembership meeting. The proposed amendment will require an affirmative vote ofthe majority of ballots returned in order to become effective.4
SOUTHERN TIER SOCIETY OF HEALTH-SYSTEMPHARMACISTS, INC.BYLAWS5
CHAPTER IArticle IMEMBERSHIPMembersAs defined by the New York State Council of Health-system Pharmacists [hereafterreferred to as “Council”] ByLaws, the exception that Associate members have the right tovote in Southern Tier Society of Health-System pharmacists [hereafter referred to as“Society”] elections.Article IIDuesAs defined by the Council ByLaws.Article IIIApplicationsAs defined by the Council ByLaws.Article IVPeriod of MembershipAs defined by the Council ByLaws.CHAPTER IIArticle IOFFICERSCompositionThe officers of the Society shall be the President, Immediate Past President,President-Elect, Secretary and Treasurer.Article IITerm[a] The President-Elect shall be elected annually for a term of one year and shall ascendsuccessively to the office of President and Immediate Past President, serving one yearin each position.[b] The Secretary shall be elected annually.[c] The Treasurer shall be elected to a two year term and may hold office for no morethan two consecutive terms.Article IIINominationsThe President shall appoint an Elections Committee no later than March 1st. TheImmediate Past President shall oversee this committee.By no later than the March Board of Directors’ meeting of the Society, the Board shallsubmit, from the Active membership, no more than three names in nomination for eachoffice of the Society required for that election. Additional nominations may be madefrom the floor no later than the March member meeting.6
Article IVBallotsThe chairperson of the Elections Committee, or designee, shall mail or email ballots to allActive and Associate Society members no later than the first week of April. The ballotsshall be returned to the chairperson/designee within twenty-one days.The chairperson/designee and at least one other member shall count the ballots and thechairperson/designee shall certify the results to the President.Article VNotificationThe President shall notify all nominees of the results of the Society’s election. ThePresident shall notify the Executive Director of the Council of the Society’s electionresults.Article VIInstallationThe newly elected officers shall be installed at the June member meeting and will serveuntil their term expires.Article VIIDuties[a] PresidentThe President shall be the principal elected official of the Society and shall be sorecognized at all Society affairs, programs, and activities. He shall preside at allmeetings of the Society and its Board of Directors. He shall appoint all chairpersonsand members of all standing committees and Ad-hoc committees, and shall be an exofficio member of each committee. He shall appoint additional committees as needed.He shall fill all vacancies by appointment and shall have the usual administrativepowers of his office except as otherwise stated in the ByLaws. He shall make anannual report to the members at the June member meeting. The President shall notifyall nominees, and the Council office, of the results of the election. The President shallappoint, or may serve as, the chairperson of the Society’s delegates to the Council’sHouse of Delegates.[b] Immediate Past PresidentThe Immediate Past President shall provide support and advice on Society matters tothe Board of Directors. In the absence of both the President and President-Elect heshall preside over the Board of Directors. The Immediate Past President shall serve asoverseer of the Elections Committee.[c] President-ElectThe President-Elect shall perform the duties of the President when the President isunable to do so. The President-Elect shall arrange for the programs of the Societyas well as the funding for these programs, subject to approval of the Board ofDirectors, and shall assume other responsibilities as directed by the President.7
[d] SecretaryThe Secretary shall keep and distribute the minutes of the Board of Directors’meetings of the Society. The Secretary shall submit a copy of the minutes of allmeetings and special programs to the Council office.[e] TreasurerThe Treasurer shall serve as custodian of the Society’s funds, and serve aschairperson of the Finance Committee. He shall present a written financial reportof the Society’s financial status including a current bank statement at each meetingof the Board of Directors. He shall maintain those funds in a bank approved by theBoard of Directors and shall disburse such funds at the discretion of the Board ofDirectors. A statement of finances shall be presented at the June member meeting ofthe Society or as designated by the Board of Directors. Expenditures of 500.00 ormore require Board of Directors approval.Funds unrelated to the operation of the Society may not be expended withoutapproval of the majority of the Board of Directors.[f] Dereliction of DutyIf the Board of Directors finds one of its members fails to properly discharge theirduties in carrying out the responsibilities of the position, the Board of Directors shallhave the authority to request his resignation by a majority vote of the voting membersof the Board of Directors. If a resignation is not offered, the Board of Directors mayremove that member from the Board of Directors by a majority vote of 4 votingmembers of the Board of Directors.Article VIII VacanciesIf the President is not able to fill a vacancy on the Board of Directors, then the Boardof Directors shall fill all vacancies which may occur in offices after the annualelection.[a] If the office of President becomes vacant during the year or if the Presidentis not able to serve as determined by a majority of the voting members ofthe Board of Directors, the President-Elect shall succeed to that office andserve for the remainder of the term of office. If both the President andPresident-Elect are unable to perform the duties of their offices, the Boardof Directors shall appoint, from its membership, a President to serve for thebalance of the unexpired term. Nominations shall be presented for theoffices of President and President-Elect at the next regular election time.[b] If the office of Secretary, or Treasurer, becomes vacant during the year,the President shall appoint an active member to fill that office for theremainder of the term of office.[c] If the office of the Immediate Past President becomes vacant during the year, thePresident shall appoint the most recent Past President.8
CHAPTER IIIArticle IBOARD OF DIRECTORSCompositionThe Board of Directors of the Society shall consist of the President, PresidentElect, Immediate Past President, Secretary and Treasurer. The President mayappoint Society members to its Board of Directors to assume specific tasks asnonvoting ex-officio members. Ex-officio members may include any current memberof the Council Board of Directors. No person shall serve in a dual capacity on theSociety’s Board of Directors.Article IIOfficersThe President shall serve as presiding officer at the Society’s Board of Directorsmeetings. In the President’s absence, the President-Elect shall serve as presidingofficer of the Board of Directors. The Secretary shall serve as Secretary of theBoard of Directors. The Treasurer shall serve as the custodian of Society funds.Article IIIElection and Term of OfficeThe members of the Board of Directors shall be elected or appointed as providedfor elsewhere in these ByLaws.Article IVMeetingsThe Board of Directors shall meet at the call of the President at least four times ayear. All meetings of the Board of Directors shall be open to Society membersexcept when the Board of Directors goes into executive session.Article VDutiesThe Board of Directors shall conduct the affairs of the Society consistent with theSociety’s objectives.Article VIQuorumA majority of the voting members of the Board of Directors shall constitute aquorum.9
CHAPTER IVArticle IDELEGATES TO THE COUNCIL’S HOUSE OF DELEGATESNumberThe number of delegates, from the Society, is defined by the Council’s ByLaws.Only active members of the Society are eligible to be delegates.Article IINominationsAt a general membership meeting no later than the last day of March, the Board ofDirectors shall present, to the members of the Society, nominees for delegates tothe House of Delegates of the Council. Additional nominations will be accepted ifmade and seconded from the floor.Article IIIElectionDelegates are elected to a one year term. The chairperson of the Society’s delegationto the House of Delegates and, except as may be otherwise provided by the Board ofDirectors, selects a replacement from the pool of alternates when a delegate is unableto attend the House of Delegates meeting. Alternate delegates shall be chosen fromthe slate of candidates not elected. If any elected delegates or alternate delegates areunable to attend the annual meeting or an additional delegate is allowed, the positionshall be filled by appointment of the Board of Directors.The election of delegates shall be held through mail or email ballot, usually on thesame ballot as for nominations for the Society’s Officers. The President of theSociety shall certify the results of the election to the Executive Director of theCouncil. Delegates shall continue in office until their term expires. The delegate’sterm of office shall appear on the delegate election notice.Article IVStipendEach elected delegate of the Society to the House of Delegates of the Council shallreceive a stipend as determined by the Board of Directors.Article VDutiesDelegates shall represent the Society at the Council’s House of Delegates with thoseresponsibilities as defined in the Council’s ByLaws.10
CHAPTER VCOMMITTEESArticle IStanding CommitteesThe Standing Committees of the Society may include the following: a chairpersonand more members appointed by, and reporting to, the President of the Societywith the approval of the Board of Directors. The term of each committee shallcoincide with the term of office of the President. Some Standing Committees maybe:[a] Communications CommitteeThis committee is responsible for the Society publications and its publicrelations activities.[b] Continuing Competency CommitteeChaired by the President-Elect, this committee is responsible for assessingthe educational needs of the membership and for establishing the Society’seducational programs from January through December.[c] Finance CommitteeThe Finance Committee shall be chaired by the Treasurer of the Societyand composed of the elected officers and one active member of the Society.The Treasurer shall provide a fiscal report in writing to the membership atleast once annually which will delineate the current financial status of theSociety. The Treasurer should prepare a budget at the start of each fiscalyear which must be approved by the Board of Directors. The fiscal year ofthe Society shall be July first through June thirtieth.[d] Industrial Relations CommitteeThe Industrial Relations Committee shall be chaired by a member of theSociety employed in the pharmaceutical or healthcare related industry. TheIndustrial Relations Committee shall interact with the Board ofDirectors on matters of concern to both industry and the Society.[e] Membership CommitteeThe Membership Committee shall maintain a roster of members of theSociety and they shall have the responsibility for seeking new members, forretention of current members and for developing, initiating and conductingthe necessary plans and programs for achieving these goals.11
[f] Elections CommitteeThe Elections Committee of the Society shall be overseen by the ImmediatePast President and composed of no more than 50% of the other officers ofthe Society. The committee shall present its nominees for elected offices nolater than the March member meeting of the Society and shall be responsible forselecting nominees for delegate to the House of Delegates of the Council. Theoverseer of the Elections Committee shall inform the Society’s President ofSociety election results.[g] Organizational Affairs CommitteeThis committee is responsible for developing short term and long term goals ofthe Society and ensuring the efficiency and effectiveness of the Society inmeeting its objectives and the needs of the membership. This committee is alsoresponsible for maintaining the Constitution and ByLaws of the Society.[h] Regulatory Affairs CommitteeThis committee is responsible for regulatory issues affecting the Society’smembership and is responsible for keeping the Board of Directors informedof such issues.Article IIAd Hoc CommitteesIn addition to the Standing Committees there may be special or ad hoc committeesappointed by the President to fulfill particular roles within the Society. Thesecommittees shall remain active for the duration of the term of office of the Presidentor shall be disbanded when the purpose of their existence has been achieved.CHAPTER VIArticle IMEMBER MEETINGSFrequencyThe Society shall hold no less than six general membership meetings Septemberthrough June except when the Board of Directors shall otherwise direct. All Societymembers shall be notified of each meeting in a timely manner.Article IIQuorumThe presence of 10 active members of the Society shall constitute a quorum at amember meeting of the Society. If queried, the Secretary is responsible fordetermining whether a quorum is present.12
CHAPTER VIIPARLIAMENTARY PROCEDUREIn the absence of any Bylaw or standing rule of the Society to the contrary, thepractices described in “Robert’s Rules of Order”, latest revised edition, shall apply atall meetings of the Society and its committees.CHAPTER VIIIAMENDMENTSAny proposition to alter or amend these ByLaws shall be submitted in writing to theSociety’s President by two or more active Society members. The President shallsubmit the proposed amendment with any recommendations for approval ordisapproval to the Board of Directors at its next regular meeting. If the majority of theBoard of Directors approves the proposed amendment, it shall be submitted to theBoard of Directors of the Council for approval. After receiving approval for theamendment from the Council, the amendment shall be submitted to all Societymembers by mail or email ballot within twenty-one days. The returned ballots shallbe counted and the results reported back, by the Society’s President, to the Society’sBoard of Directors at their next meeting and the Society membership at the nextgeneral membership meeting. Proposed amendment will require an affirmative voteof the majority of ballots returned.CHAPTER IXLIQUIDATIONSubject to the terms and provisions of Article 10 of the New York StateNot-for-profit Corporation Law and any other applicable provisions of state or federallaw or regulation, in the event of the liquidation and dissolution of the Society, anyproperties, funds, or monies, securities or other assets remaining in the treasury of, orto the account of, or otherwise belonging to the Society, shall be disposed of asfollows:[a] All liabilities and obligations of the Society shall be paid and discharged, oradequate provision shall be made thereof.[b] Assets held by the Society subject to legally valid requirements for their return,transfer or conveyances, upon dissolution and liquidations, shall be returned,transferred or conveyed in accordance with such requirements; and[c] All remaining assets held by the Society shall be transferred or conveyed, to theNew York State Council of Health-system Pharmacists Research and EducationFoundation.CHAPTER XMISCELLANEOUSWhenever a word of the masculine gender appears in these ByLaws, it shall beconsidered, without prejudice, to include the feminine gender.13
The name of this organization shall be Southern Tier Society of Health-System Pharmacists, Inc. hereafter referred to in this Constitution as the "Society". B. Objectives The objectives of the Society shall be: 1. To advance public health by promoting the professional interests of pharmacists
