BYLAWS OF CAPITAL AREA PHARMACY ASSOCIATION

(A COMPONENT  ORGANIZATION  OF TEXAS PHARMACY ASSOCIATION)

 

ARTICLE I. NAME

 

This association name shall be known as the Capital Area Pharmacy Association and may be referred to by the abbreviation CAPA

 

ARTICLE II. BOUNDRY

 

This association shall function in the counties of Bastrop, Blanco, Burnet, Hayes, Lampasas, Llano, Mason, Travis, and Williamson.

 

ARTICLE III. PLACE OF BUSINESS

 

The place of general business and principal office of this association shall be within the county and/or counties in the boundaries served by the association as stated in Article II.

 

ARTICLE IV. PURPOSES

 

This association is organized for the following purposes:

(a) To improve and advance the art and science of pharmacy;

(b) To support a system of education, professional training, and licensure which will assure the public of the availability of competent personnel to supervise the distribution and use of all drugs and therapeutic devices; and

(c) To discharge the accepted function of the profession of pharmacy.

 

ARTICLE V. ORGANIZATION

 

Section 1. This association shall be a non-profit organization, and shall be incorporated under the laws of the State of Texas.

 

Section 2. The organizational year of this association shall be from September 1 through August 31 of the following year. The fiscal year shall be from January 1 through December 31.

 

Section 3. This association shall be governed by these Bylaws, and as a component organization, shall conduct its affairs in a manner consistent with the Bylaws, Code of Ethics, and Code for Inter Professional Relations of the Texas Pharmacy Association.

 

ARTICLE VI. INDEMNIFICATION

 

It is the intention of this association that these bylaws which deal with indemnification of present or former Officers and Directors comply with the Texas Nonprofit Corporation Act, Texas Revised Civil Statutes, Article 1396-2.22a (Vernon Supp. 1993). This association shall indemnify any person, his/her heirs, administrators, successors, and assigns, who was, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an Officer or Director of this association. A

 

present or former Officer or Director shall be indemnified against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses which include court costs and attorney’s fees actually incurred by the person in connection with the proceeding.

 

This association shall indemnify the person only if it is determined that the person conducted himself/herself in good faith, and that he/she reasonably believed that the conduct was in the best interest of the association; and in the case of any criminal proceeding, that the person had no reasonable cause to believe his/her conduct was criminal. This determination must be made by a special legal counsel selected by a majority vote of a quorum consisting of all Officers and Directors who are, at the time of the vote, not named defendants or respondents in the proceeding. The special legal counsel shall also determine the reasonableness of any expenses, which include court costs and attorneys’ fees. This association is not required to indemnify any person for unreasonable expenses.

 

This association shall not indemnify a present or former Officer or Director if he/she is

found liable to the association, or if he/she is otherwise held liable for:

(1) a breach of the Officer’s or Director’s duty of loyalty to this association or its members;

(2) an act or omission not in good faith, or one that is the result of intentional misconduct

or a knowing violation for the law;

(3) a transaction from which an Officer or Director received an improper benefit, whether or

not the benefit resulted from an action taken within the scope of the Officer’s or

Director’s office; or

(4) an act or omission for which the liability of an Officer or Director is expressly provided by statute.

 

A person shall be deemed to have been found liable with respect to any claim, issue, or matter only after the person has been so adjudged by a court of competent jurisdiction and after exhaustion of all appeals from that judgment. Any indemnification of an Officer or Director in accordance with this section shall be reported in writing to the members of this association and the TPA Executive Director within the 12-month period immediately following the date of the

indemnification.

 

ARTICLE VII. OFFICERS/DIRECTORS

 

Section 1. The officers of this association shall be president, president-elect, secretary, treasurer, program director, and volunteer health clinic (VHC) liaison who are elected from the active members of this association.

 

Section 2. In addition to officers, there shall be six (6) directors elected from pharmacist members and one (1) director elected from registered technician members of this association.

 

 

Section 3. The president-elect, program director, secretary, and VHC liaison shall be elected annually for a term of one (1) year or until their successors are elected and installed into office.  The exception to this rule is the treasurer who will be elected for a term of two (2) years.

 

Section 4. Three (3) directors representing pharmacist members shall be elected annually for a term of two (2) years or until their successors are elected and installed into office. One (1) director representing technician members shall be elected biennially for a term of two (2) years or until their successor is elected and installed into office.

 

Section 5. The elected officers, directors, immediate past-president, and the president of The University of Texas Academy of Student Pharmacists (UTASP) shall comprise the Board of Directors of this association. The UTASP board member shall be a non-voting member and may not be used in forming a quorum.

 

Section 6. The Officers and Directors of this association are encouraged to attend any seminar(s), which shall provide pertinent and timely information on developments and trends in the pharmacy profession; planned activities and projects, and such other information which is essential for the proper administration of the affairs of this association.

 

Section 7. If in the event a member of the Board of Directors resigns his/her position before the end of their term, that position

shall be filled by a nomination from the president and shall be subject to approval by a simple majority vote of the Board of Directors. Any person who has been appointed to an office shall hold that office until the term of the vacated position is fulfilled.

 

Section 8.  If in the event the President resigns before his/her term, the President-elect shall immediately assume the role of President and serve out both the remaining term and the following term. The Board of Directors shall nominate, by majority vote, up to 2 nominees to replace the President-elect. The general membership shall vote on the nominees through electronic means with the position being filled by the nominee receiving the majority of votes.  The new President-elect will be elected within 30 days of the resignation.

 

ARTICLE VIII. ELECTION OF OFFICERS/DIRECTORS

 

Section 1. No later than the April business meeting the president shall call for the Nominating Committee.  The Nominating Committee will be chaired by the immediate past president of CAPA.  If in the event the immediate past president is unable to fulfill this duty, the president will appoint a committee chair.  The president will appoint Nominating Committee members from either officers, board directors or general members in good standing.

 

Section 2. The chairman of the Nominating Committee shall announce the time and place that a meeting of the committee will be held to consider nominations for any or all of the offices to be filled at the election. The Committee shall slate a maximum of 2 candidates for each officer position, a maximum of 2 candidates for the technician board of directors position and a maximum of 6 candidates for the three vacating pharmacist board of directors positions.  All nominees must be active members of the association in good standing.

 

Section 3. At the May business meeting or the meeting immediately preceding the mailing of election ballots, the Chairman of the Nominating Committee shall present to the general membership the slate of nominees for the ensuing election. If the Nominating Committee is unable to fill all the nomination positions, additional nominations for any of these positions lacking nominations

may be made from the floor by an active member of this association in good standing provided the proposed nominee accepts the nomination. Following the close of nominations, all candidates may be given the opportunity to make a brief statement.

 

Section 4. Election ballots will be sent out no later than June 30,  Ballots will be sent to only active members in good standing by mail or by use of electronic means. The deadline for return of the ballots shall be set no later than three (3) weeks after they are sent to the membership.  If vacancies exist after the close of elections, the vacant position(s) shall be filled by a nomination of the current president and shall be subject to approval by majority vote of the current Board of Directors.

 

Section 5. The nominee receiving the highest number of votes for the office for which he/she is nominated shall be declared elected by the president.

 

Section 6. All officers/directors declared elected shall be installed into office not later than September 1.

 

ARTICLE IX. DUTIES OF OFFICERS/DIRECTORS

 

Section 1. The President shall preside at all meetings of this association, except that he/she may, at his/her discretion, call upon the President-Elect to preside in his/her place. The offices of the President and President Elect shall be held only by pharmacists who are licensed in the State of Texas and are in good standing with the Texas State Board of Pharmacy. The President shall appoint all standing or special committees.  He/she will give an annual report on the activities of the association and such other information on local developments in pharmacy or related industries that will be of interest and benefit to the membership, making such recommendations and suggestions as, in his/her judgment, are indicated for the advancement of the pharmacy profession.

 

Section 2. The President-Elect will perform such services as the President may request. As a member of the Board of Directors, he/she shall make every effort to obtain the greatest possible knowledge of the affairs of the association to enable him/her to fulfill efficiently the office of President when he/she succeeds thereto. When called upon to do so, the President- Elect shall assist the President in the discharge of any duty required in the conduct of the affairs of this association. The President-Elect shall act in place of the President when absent. 

 

Section 3. The Program Director shall be in charge of program planning for the regular meeting of the association. He/she shall be responsible for getting all information to the Secretary for posting to the CAPA web site when necessary to meet Continuing Education (CE) requirements. He/she shall attend required CE accreditation meetings with Texas Pharmacy Association (TPA) representatives in order to properly request approvals for CE programs.

 

Section 4. The Treasurer shall be responsible for the collection, safeguarding and proper disbursing of the funds of the association in his/her trust. He/She shall be responsible for the establishment and maintenance of the essential books and records that will properly reflect all financial transactions of the association. He/She shall make a monthly report to the Board of Directors on the financial condition of the association.  His/Her records shall be subject to examination at any time prescribed by the Board of Directors and shall be audited annually by the President and President-Elect, or if the previous stated officers are unavailable, an auditing committee of not less than three (3) active members of the association selected by the Board of Directors.

 

Section 5. The Secretary is responsible to the Board of Directors for the effective administration of the business affairs of this association. He/She shall consult with the Board of Directors on administrative matters which he/she determines to be sufficiently broad in scope as to be beyond the sphere of authority delegated to him/her by the Board of Directors. He/She shall keep the Board of Directors currently informed of the action taken, or results attained, on matters or problems which he/she feel are sufficiently broad or of the type as to affect the action or judgment of the Board in prescribing operating policies of the association, after delineating those matters which he/she feel can be administered within the authority delegated to him/her. The Secretary shall prepare for his/her own signature, or the signature of the President if appropriate, replies to correspondence received by the association. He/She shall originate such correspondence that is essential to the proper functioning of the office and shall maintain proper files of all correspondence which falls within the operation of his/her office. The Secretary shall study bulletins, correspondence, and publications from all state and national sources and disseminate important developments to the general membership of this association. The Secretary shall prepare and preserve accurate minutes of all meetings of the Board of

Directors and such committee meetings of this association which he/she is requested to attend. The minutes shall reflect an accurate account of the proceedings of these meetings and give the vote on all matters upon which the presiding officer or chairman of such meeting determines that a vote shall be taken. The Secretary shall sign and issue appropriate membership credentials to members of this association upon receipt of payment of membership dues. The Secretary shall keep an updated membership database for both the Texas Pharmacy Association and CAPA members and be responsible for all meeting confirmations for each general meeting.

 

Section 6. The Board of Directors shall have authority to act for and have general supervision and responsibility for the affairs, policies, budget, and finances of this association.

 

 

Section 7. The Board of Directors shall organize and adopt such rule of procedure or appoint such committees of its officials as it shall deem desirable or necessary. No contract may be entered into by the Board of Directors to extend beyond a period of two years unless it is voted upon by the general membership. . Six (6) board members or officers shall constitute a quorum at all meetings of the Board of Directors. No member of the Board of Directors shall be represented by proxy.

 

Section 8. Failure of any Board of Directors member to attend and participate in two (2) consecutive or four (4)-monthly board meetings per organizational year or fail to perform the duties of their office shall result in replacement, at the discretion of the Board of Directors.

 

Section 9. The VHC Liaison will serve as a liaison between CAPA and the VHC for the purpose of scheduling pharmacists at the clinic. The Liaison will be responsible for contacting the individual pharmacies prior to the month for which they are responsible for staffing the health clinic and shall then contact the health clinic with the schedule of volunteer pharmacists.

 

ARTICLE X. MEMBERSHIP

 

Section 1. This association shall consist of pharmacist, student, technician, associate, and honorary members.

 

Section 2. Any registered pharmacist in the county and/or counties served by this association, who is currently licensed by the Texas State Board of Pharmacy, and who is an active member currently in good standing with or eligible for membership in the Texas Pharmacy Association, shall be eligible for pharmacist membership in this association upon subscribing to these bylaws

and the payment of dues in advance for one year, and shall be entitled to all rights, privileges, and benefits of this association.

 

Section 3. Any registered technician in the county and/or counties served by this association, and who is an active member currently in good standing with or eligible for membership in the Texas Pharmacy Association, shall be eligible for technician membership in this association upon subscribing to these bylaws and the payment of dues in advance for one year, and shall be entitled to all rights, privileges, and benefits of this association except the right to hold office of President/President Elect. Any registered technician who attends a College of Pharmacy may not have dual membership in the association. He/She must choose the membership level and is subject to the dues, rights, privileges and benefits of the chosen membership level.

 

Section 4. Any person attending an accredited College of Pharmacy or Pharmacy Technician program ( and whom has an active intern, or technician- in- training license with the Texas State Board of Pharmacy- changes approved via board January 16,2014 ) in the county and/or counties served by this association, who is a student in the professional program, shall be eligible for student membership in this association, upon subscribing to the bylaws of this association and the payment of dues for the current year and shall be entitled to all the rights and privileges and benefits of this association except the right to make motions, to vote, or to hold office in this association.

 

 

Section 5. Any individual, who is not a registered pharmacist, pharmacy student, or registered technician, but who is engaged in a vocation or business which is allied to the profession of pharmacy, residing in the county and/or counties served by this association, shall be eligible for associate membership upon subscribing to these bylaws and the payment of dues for the current year and shall be entitled to all the rights, privileges, and benefits of this association except the right to make motions, to vote, or to hold office in this association.

 

Section 6. An individual in the county and/or counties served by this association, who may be thought worthy of the distinction, may be elected by the members to honorary membership in this association, but shall not, be subject to pay dues and shall not have the right to make motions, to vote, or to hold office in this association. However, the honorary member shall be otherwise entitled to all other rights, privileges, and benefits of this association.

 

ARTICLE XI. DELEGATES

 

Section 1. Delegates to the Texas Pharmacy Association House of Delegates shall be appointed by the president of this association. The number of delegates shall be determined by the Texas Pharmacy Association in accordance with the bylaws of the Texas Pharmacy Association.

 

Section 2. The delegate shall attend and faithfully represent the members of this association  in the House of Delegates of the Texas Pharmacy Association and shall make a report of the proceedings of that body to this association at the earliest opportunity.

 

Section 3. Any resolution submitted by the Capital Area Pharmacy Association to the Texas Pharmacy Association’s House of Delegates shall be approved, by majority vote, by the  Board of Directors of this association.

 

Section 4.  The CAPA Board of Directors may or may not compensate for all or part of the expenses for delegates to attend and represent CAPA in the House of Delegates.  The decision and amount will be determined by a majority vote of the Board of Directors. Each delegate will receive the same amount of compensation.

 

ARTICLE XII. ANNUAL DUES

 

Section 1. The amount of the annual dues of the members of this association shall be set by the Board of Directors for this association. The Board of Directors may change the amount of annual dues for the preceding year only with a two-thirds majority vote of the Board of Directors during an executive meeting.

 

Section 2. Annual renewal dues shall be payable in advance for a twelve (12) month period according to the calendar year.  Any qualifying person wishing to join this association after the calendar year may do so and will pay a pro-rated dues.  Pro-rated dues will be the full dues multiplied by the percentage of the calendar year remaining. If the dues are not paid in

accordance with Capital Area Pharmacy Association or Texas Pharmacy Association policies, the member shall be considered delinquent.

 

 

Section 3. The acceptance of annual dues to this association, as a prerequisite for new membership from any pharmacist, or other qualified person, is contingent upon inquiry and confirmation of the Texas Pharmacy Association that the applicant is currently a member in good standing with the state association, or is eligible for said membership.

 

ARTICLE XIII. DISCIPLINE

 

The Board of Directors of this association shall have the authority to discipline a member of this association according to the Bylaws of the Texas Pharmacy Association.

 

ARTICLE XIV. TERMINATION OF MEMBERSHIP

 

Membership in this association shall be automatically terminated upon resignation, suspension, or expulsion from this association, or the failure to pay dues to this association.

 

ARTICLE XIV. BYLAW MODIFICATION

 

Bylaw modification or rewriting may be done when deemed necessary. The president may appoint an individual member of the Board of Directors to compose a modification. In the event of a rewrite, the president will appoint a Bylaw Committee.  The Bylaw Committee will be chaired by a member of the Board of Directors and composed of both Board of Director members and general members. Any modification or rewrite will be presented to the general membership for discussion at least 30 days before being voted upon. The Board of Directors must approve bylaw changes by a two thirds vote during an executive meeting.