|
ARTICLE I. Name
The Association shall be known as the Drug Information Association, Inc. (DIA).
ARTICLE II. Purposes
The association is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
THE PURPOSES OF THE ASSOCIATION shall include, but not be limited to the following:
A. To provide a worldwide, neutral forum for discussion of national, regional and global aspects of drug research and development and registration; and for the exchange and dissemination of information in the medical, biological, pharmaceutical and related healthcare-technology fields.
B. To serve and develop members in industry, academia and government by providing a neutral, global forum that promotes the exchange of information critical to their professional performance and achievement.
C. To afford its members an opportunity to discuss and exchange ideas about how to optimize the discovery, development, regulation and utilization of pharmaceutical and related products through the conduct of workshops and meetings worldwide that focus on current developments, issues, challenges and opportunities in the pharmaceutical and medical sciences industry.
D. To foster cooperative efforts among educational, research, industrial, and governmental personnel engaged in activities relevant to the Association's mission.
E. To sponsor a nonprofit DIA Foundation for charitable, scientific and educational purposes consistent with the mission of DIA. The DIA Foundation shall be governed by its own bylaws.
ARTICLE III. Use of Funds
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, Directors, Officers or other private persons. The Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments, distributions, and investments and to create a charitable foundation in furtherance of the purposes set forth in Article II hereof. No part of the activities of the Association shall be the carrying on of promotion, advertising, lobbying, or otherwise attempting to influence legislation. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an Association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Procedures concerning financial audits of the Association assets are documented in the standard operating procedure so named.
ARTICLE IV. Publications
The official publication of the Drug Information Association shall be the Drug Information Journal. In addition, the Office of the Executive Director shall issue a newsletter and other publications on a regular and timely basis to meet member needs.
EDITOR - The Executive Director may contract with or employ a person for performance of duties as editor of the Drug Information Journal. The duties of the editor shall include assuring composition of the editorial board, appropriate review of proposed articles by this editorial board, compiling and composing the Drug Information Journal, and assuring timely publication of the Journal. The editorial board is appointed by the editor to serve as a peer review body. The editor of the Journal shall not serve on the Board of Directors.
ARTICLE V. Membership
Membership is open to those interested in upholding and contributing to the mission, goal and vision of the DIA, and consistent with United States law applicable to international activities.
· Active Members
o Eligibility for active membership in the DIA shall extend to any individual.
o Every application for active membership shall be submitted to the Drug Information Association Worldwide Headquarters along with the annual dues fee. Membership is granted on an annual basis following payment of dues.
o Each active member shall be entitled to one vote for election of directors and officers and changes in the Bylaws, delivered by: (a) personal delivery; (b) mail; (c) reputable, national, overnight courier with tracking capabilities; (d) facsimile; or (e) electronically.
· Life Members and Honorary Members
Based upon past significant contributions to the success of the DIA, an active or retired member or categories of individuals (e.g., DIA Past President) may be eligible for life membership. Life membership may be awarded by vote of the Board of Directors and shall carry all privileges of active membership without obligation to pay Association dues or assessments.
The Board of Directors may confer honorary membership upon an individual at any time in recognition of extraordinary contributions toward the mission, vision and goal(s) of the Association. Such membership shall not in itself carry the privilege of voting nor the obligation of paying Association dues or assessments.
· Student Members
Student members shall be those individuals who can demonstrate that they are enrolled in courses in a full-time capacity relevant to the mission, goal(s) and vision of the Association. The dues to be paid by this class of members shall be set by the Board of Directors. Such members shall be entitled to member level access to the DIA website and all documents and services therein but shall not be eligible to receive any printed material distributed by the DIA office. Such members shall not be eligible to vote or to hold office.
· Retired Members
Retired members shall be those individuals who can demonstrate that they are fully retired from the workforce. The dues to be paid by this class of members shall be set by the Board of Directors. Such members shall be entitled to member level access to the DIA website and all documents and services therein but shall not be eligible to receive any printed material distributed by the DIA office. Such members shall not be eligible to vote or to hold office.
· Special Regional Memberships or Complimentary Regional Memberships
The Executive Director of the Association may, at his/her discretion and on the recommendation of the Board of Directors, offer special discounted or complimentary membership grants to groups or individuals of a specific geographic region as an incentive to participation in the activities of the DIA. Such members shall be entitled to member level access to the DIA website and all documents and services therein but shall not be eligible to receive any printed material distributed by the DIA office. Such members shall not be eligible to vote or to hold office.
· Termination of Membership
Failure to pay dues within ninety (90) days of their due date shall result in the termination of membership.
Membership may be terminated, subject to Board approval, if a member commits an egregious act that dishonors the DIA.
ARTICLE VI. Officers and Board of Directors
· Board of Directors
o General Responsibilities:
§ The DIA Board of Directors is responsible for: establishing the direction of the Association; setting overall strategy and policy objectives for the Association; reviewing the Executive Director's plans for achieving the Board's aims; oversight and final approval of the Association's budget; and monitoring the sufficiency of the progress toward DIA’s goals.
§ The DIA Board of Directors is accountable to the worldwide membership.
o o Composition
The Board of Directors shall be composed of the following members:
§ Officers: President, President-Elect, Immediate Past President, and Treasurer of the Association who have been elected in accordance with subsection 7 of section A of this article. The term of office of the President, President-Elect, and Immediate Past President shall be one year. The Treasurer shall hold office for three years. The Treasurer may not serve more than two consecutive terms.
§ Directors: The Board also includes nine active members of the DIA who have been elected as Directors pursuant to subsection 7 of section A of this article. Term of office for Directors shall be three years, their terms being subject to overlapping in such a way that, except to fill vacancies, not more than three of the nine Directors shall be elected in any one year. Elected Directors may not serve more than two full consecutive terms.
§ Ex-Officio Directors: Executive Director (see Article VI.B.1); Chairpersons of Regional Advisory Councils (see Article VI.B.2), Appointed Directors (see Article VI.B.3).
o Vacancies
§ The DIA Executive Committee will recommend to the Board of Directors the names of persons to fill a vacancy of a Director or Officer that occurs for any reason. The vacancy will be filled for the remainder of the term of the vacancy by the vote of the majority of the remaining Board members. This vote may occur by polling the remaining Board members or during a subsequent Board of Directors meeting.
§ A Director may be removed for cause by a majority vote of the voting members in accordance with procedures adopted by the Board and with applicable law. An Officer may be removed from such Officer position for cause by a two-thirds vote of the Board of Directors present and voting. In the event of any removal action, the Officer or Director shall have the opportunity to receive notice of the reason for such removal and provide a written response to such notice.
o Meetings
The Board of Directors shall hold regular meetings and may fix the date and place for such meetings. Such scheduled meetings of the Board may be held without further notice. Special meetings of the Board may be called by the President or by any four elected Directors with a week's notice. Special meetings may be held with a quorum present with less than one week's notice only if the members unable to attend provide a written waiver of their right to do so.
o Quorum
50% plus one member of the Board of Directors shall constitute a quorum of the Board. An act of the majority of Directors and Officers present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors. In the event of the absence of all three of the President, President-Elect and Immediate Past President, a quorum shall be deemed not to be present.
o Meeting Procedure
The President, or in the President's absence, the President-Elect, shall preside at all meetings of the Board of Directors. In the absence of both President and President-Elect, the Immediate Past President shall preside. The presiding officer shall have no vote except to break a tie.
o Elections
§ Officers, Directors, and Chairpersons of Regional Advisory Councils shall be elected pursuant to ballots sent to members entitled to vote. Annually, three to four months before distribution of the ballots to members, a formal call for nominations shall be sent to all active members by the Executive Director. All responses to the call that are received shall be made available to the Nominations and Elections Committee. These nominations will be taken into account in the selection of the slate of nominees that shall be presented to the Board for approval. A nominee's consent to run in the election, biographical material, and other information as deemed appropriate shall be obtained before his or her name is presented to the membership. The ballots shall be sent to all members entitled to vote at least one month prior to their due date. The ballots for the Chairpersons of the Regional Advisory Councils will be sent only to members entitled to vote in the respective regions. The procedure for the election and the procedure for counting of the ballots will be reviewed by the Nominations and Elections Committee. The finalized tallies will be provided to the Executive Director who will notify the slate of candidates before notifying the Board. The new Board members and Officers will begin their term at the June Board meeting following the election; the outgoing Board members and Officers end their term at the June Board meeting following the election, assuming their replacements have been elected and qualified.
o Directors have fiduciary duties, which include but are not limited as follows:
§ Standards of Conduct: In carrying out their functions for DIA, the members of the Board of Directors are subject to two primary obligations, a Duty of Care and a Duty of Loyalty.
§ The Duty of Care: Each member of the Board of Directors is asked to be reasonably informed, to participate in decisions, and to do so in good faith and with the care of a prudent person in similar circumstances. Also, each member is expected to participate in all scheduled meetings of the Board of Directors.
§ The Duty of Loyalty requires members of the Board of Directors to exercise the power of their positions in the interest of DIA members worldwide, not in their own interest or the interest of another entity or person.
§ The President shall govern the affairs of the Association according to the Bylaws and subject to the actions of the Board of Directors. The President shall preside at all meetings of the Board of Directors. The President is Chairperson of the Executive Committee (See Article VIII.A.1), is a member of the Nominations and Elections Committee and is an ex-officio member of all other Board committees. Standing Committee assignments are made by the President with Board approval. In the event of a Standing Committee chair vacancy, the President may appoint an acting chair.
§ The President-Elect shall assist the President in all duties, and generally shall become acquainted with the duties of the President. The President-Elect is a member of the Executive Committee and the Nominations and Elections Committee and is Chairperson of the Governance Committee.
§ The Immediate Past President is a member of the Executive Committee and is Chairperson of the Nominations and Elections Committee.
§ The Treasurer is authorized to sign all legal documents requiring the signature of a Board Officer. The Treasurer shall review the financial status of the Association on a quarterly basis, and shall contribute to the annual report to the DIA membership as stated in Article X. The Treasurer is a member of the Executive Committee and is chairperson of the Finance Committee.
§ Directors shall be responsible for serving as members of the Board and assigned Standing and ad-hoc committees. Together with the Officers, the Directors will develop and consider the strategy and policies of DIA and maintain oversight of their implementation.
o Indemnification
The Drug Information Association may indemnify a current or former Officer, Director, or employee against expenses, judgments, penalties and settlements in connection with or arising out of any civil proceedings in which that person may be involved as a party or otherwise by reason of their having been such Officer, Director, or employee. Such indemnification may be made only in accordance with the procedures adopted by the Board of Directors.
· Ex-Officio Directors
o Executive Director
§ The Executive Director shall be responsible for: operating the Corporation; providing continuity of actions and administrative support for meetings, courses, and other activities conducted by the Corporation; maintenance of membership and financial records; and supervision and oversight of all DIA offices and staff. She or he shall be responsible for providing direction and advice to the Board of Directors on strategic and operational planning. The Executive Director or his/her authorized designee shall be responsible for signing all contracts on behalf of DIA.
§ The Executive Director shall have the authority and duty, both regarding members of DIA and staff, to implement all policies of the DIA in a lawful manner and in accordance with generally accepted business and financial principles and ethical standards.
§ The Executive Director shall serve on the Board of Directors as an ex-officio member without voting privileges. The Executive Director shall attend and participate in all meetings of the DIA Board of Directors, except during closed executive sessions when it is so determined by the Board.
§ The Executive Director is accountable to the Board of Directors. The Executive Director reports to the Executive Committee who shall set goals for the coming year with the Executive Director and evaluate his or her performance yearly. |