By-Laws of KANSAS PHARMACY FOUNDATION
Revised October 1 2006
(Revised entries are underlined in bold italics
ARTICLE I
NAME AND OFFICE
Section 1. NAME
The name of this corporation is the Kansas Pharmacy Foundation.
Section 2. OFFICE
The principal office of the corporation shall be in the County of Shawnee, City of Topeka,
ARTICLE II
OBJECTS AND PURPOSES
This Corporation is organized not for profit and the objects and purposes to be transacted and carried on shall not be transacted and carried on for profit, but the corporation is organized exclusively for scientific and education purposes to further the welfare and integrity of the profession of pharmacy and for the enhancement of public health. To accomplish the foregoing objects and purposes this corporation shall have the right to solicit, collect, hold and invest money and property, both real and personal, or otherwise, to sell and convert property, both real and personal, into cash; to borrow money, incur indebtedness, and to secure the repayment of the same by mortgage, pledge, deed of trust, or other hypothecation of property, both real and personal; and to use the funds of this corporation and proceeds, income, rents, issues and profits derived from any property of this corporation for any purposes for which this corporation is formed; provided, however, that none of the funds of the corporation shall be used in attempting to influence legislation by carrying on propaganda or otherwise or for the benefit of any private member or individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes).
ARTICLE III
TRUSTEES
Section 1. BOARD OF TRUSTEES
The Foundation Board of Trustees shall consist of all past presidents of the Kansas Pharmacists Association. The current President, President Elect and Executive Director of the Kansas Pharmacists Association shall also serve ex-officio without a vote. A meeting of no less than nine (9) trustees shall constitute a quorum for the transaction of business.
Section 2. POWER OF TRUSTEES
Subject to the powers of the trustees as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by and under the authority of, and the business and affairs of the corporation shall be controlled by the trustees.
Section 3. REMOVAL OF TRUSTEES
Any trustee may be removed from membership, for cause, by the affirmative vote of two-thirds of the full membership.
Section 4. LIABILITIES AND PROPERTY RIGHTS OF TRUSTEES
No trustee of the corporation, now or hereafter elected, shall be personally liable to its creditors for any indebtedness or liability, and any creditor shall look only to the assets for payment.
Section 5. MEETINGS
There shall be at least one annual meeting of the trustees of this corporation. The annual meeting shall be held in conjunction with the annual meeting of the Kansas Pharmacists Association. The election of officers of this corporation whose terms of office are to expire shall be held at said annual meeting of trustees of this corporation. Notice of the time, place, and purpose or purposes of the annual meeting shall be by mail or published in the official publication of the Kansas Pharmacists Association at least thirty (30) days in advance of such meetings.
Section 6. SPECIAL MEETINGS
Special meeting of the trustees of this corporation may be called by the President or Secretary of the corporation. Notice of special meetings shall be served either personally or by mail upon each member at least ten (10) days in advance of the special meeting.
Section 7. VOTING
At every meeting of trustees each member shall be entitled to one vote. All elections, except as herein set forth, shall be decided by a majority vote of the persons present. Voting by proxy shall not be permitted.
ARTICLE IV
OFFICERS
Section 1. NUMBER
The officers of the corporation shall be the president, vice-president, secretary, treasurer, and such other officers with such powers and duties not inconsistent with these by-laws as may be appointed and determined by the trustees. Each officer of the corporation shall be a trustee of the corporation.
Section 2. ELECTION
The trustees shall elect all officers of the corporation for a term of one year (from Annual Meeting to Annual Meeting) or until their successors are elected and qualified.
Section 3. VACANCIES
A vacancy in any office because of death, resignation, removal or otherwise shall be filled by the trustees.
Section 4. PRESIDENT
The president shall preside at all meetings of trustees. He/She shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned him/her by the trustees.
Section 5. VICE-PRESIDENT
At the request of the president, or in the event of his/her absence or disability, the vice-president shall perform the duties and possess and exercise the powers of the president. The vice-president shall have such other powers and perform such other duties as may be prescribed from time to time by the trustees.
Section 6. SECRETARY
The Kansas Pharmacists Association Executive Director shall serve as secretary of the Foundation. The secretary shall have charge of such books, documents and records as the trustees may determine. He/She shall supervise the keeping of the books of the corporation. He/She may sign with the president or vice-president, in the name and on the behalf of the corporation, any contracts or agreements authorized by the trustees. He/She shall, in general, perform all duties incident to the office of secretary, subject to the control of the trustees, and shall do and perform such other duties as may be assigned to him/her by the trustees including serving as Executive Director of the Foundation.
Section 7. TREASURER
The treasurer shall have custody of all funds, property and securities of the corporation, subject to such regulations as may be imposed by the trustees. He/She may be required to give bond for faithful performance of his/her duties; in such sum and with such securities as the trustees may require. He/she shall sign all receipts and vouchers and shall sign all checks of the corporation and all bills of exchange and promissory notes issued by the corporation, except in cases where the signing and execution thereof shall be expressly designated by the trustees. He/She shall, in general, perform all duties incident to the office of treasurer subject to the control of the trustees.
Section 8. EXECUTIVE DIRECTOR
The Executive Director shall employ, direct and supervise all staff of the Foundation; advise the officers and board of trustees on all policy matters through appropriate reports and recommendations; manage the offices of the Foundation and serve as custodian of all property owned by the Foundation; collect all funds delivered to the Foundation; serve as corporate secretary of the Foundation; and perform all other such duties as may be imposed by the president or board of trustees.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. STRUCTURE
The Executive Committee shall consist of the Kansas Pharmacy Foundation President, Vice President, Treasurer and four members of the Kansas Pharmacy Foundation Board of Trustees appointed by the Kansas Pharmacy Foundation President. The Executive Director shall serve as an ex-officio member of the Executive Committee.
Section 2. AUTHORITY
Upon resolution of the Board, the Executive Committee shall have the authority to exercise designated powers of the Board. The Executive Committee shall ordinarily have the authority to transact all necessary business of the Board during the interval between meetings of the Board. The Executive Committee participates in the annual evaluation of the Executive Director.
ARTICLE VI
AMENDMENT TO BY-LAWS
Section 1. PROCEDURE
The by-laws may be altered, amended or repealed at any meeting of trustees of the corporation by a majority vote of the trustees present, provided notice of intention to amend and the terms of the proposed amendment shall have been mailed to all trustees at least thirty (30) days before such meeting.
ARTICLE VII
EXEMPT ACTIVITIES
Notwithstanding any other provision of these by-laws, no trustee, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall commence on January 1 and end on December 31.
|
