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Constitution & Bylaws

 

Constitution of The Hawaii Pharmacists Association
LAST AMENDED May 8, 2008
 
 
FIRST: The name of the association shall be “The Hawaii Pharmacists Association” hereafter referred to as HPhA.
 
SECOND: Vision Statement: The Hawaii Pharmacists Association is dedicated to the promotion of health and to the optimal use of medication to benefit the people of Hawaii and the Pacific.
 
Mission Statement: The Hawaii Pharmacists Association strives to advance and support the practice of pharmacy by improving the quality of care throughout the healthcare continuum in collaboration with our patient and members of the healthcare team.
 
 
THIRD: The objectives of HPhA are:
 
1.     To serve as a primary advocate for advancing professional practice;
2.     To advance public health through appropriate, patient-focused drug therapy;
3.     To advance and promote pharmacists as an integral member of the health care team in order to enable full utilization of their clinical and drug use management skills across the continuum of care;
4.     To promote wellness,positive patient outcomes, and improve the quality of life by fostering the optimal, responsible, and cost-effective use of drugs, including prevention of improper or uncontrolled use of drugs;
5.     To assure sufficient and competent pharmacists by offering continuing education and training programs;
6.     To provide leadership in the identification, analysis, and evaluation of health care trends and in the development of legislative and regulatory initiatives to address those trends;
7.     To facilitate research in health, pharmaceutical science and services;
8.     To facilitate information exchange and improve communication between members, members of the health care team, and the public;
9.     To address the needs and provide a full complement of services and products to its membership; and
10. To cooperate with all organizations having similar aims and purposes.
 
FOURTH: HPhA may establish and maintain an office in any locality within the State of Hawaii deemed necessary by the Board of Directors.
 
FIFTH: HPhA is a 501(c)(6) trade organization.  No part of the net earnings of HPhA shall inure to the benefit of any private individual, nor shall HPhA be operated for the primary purpose of earning a profit. HPhA intends to avail itself of any and all tax benefits or exemptions to which it may be entitled. It shall not operate or engage in any activity nor shall it possess any power that would substantially risk the loss of such benefits.
 
SIXTH: Academies of members with common interests may be formed within HPhA. The definitions, rights, powers and obligations of each Academy not set forth here shall be established and limited by the Bylaws.
 
SEVENTH: The number of Board of Directors shall be eleven (11), which shall be increased or decreased by amendment to this Constitution. The Board of Directors shall consist of five (5) officers, the President, the President-elect, the Immediate Past President, the Treasurer, the Secretary, and six (6) directors, two (2) who reside on the island of Kauai, Maui, Molokai, Lanai, or Hawaii, one (1) the chair of the Hawaii Academy of Health System Pharmacists (HAHSP). Directors may be from any pharmacy practice setting (which may include, but are not limited to, community pharmacy, acute care, intermediate care, long-term care, home care, ambulatory care and pharmaceutical industry). A Pharmacy Technician shall be appointed by the Board of Directors and serve as a member without vote on the Board of Directors.
 
EIGHTH: The Board of Directors of HPhA shall manage its business affairs. All Board of Directors shall be active members of HPhA.
 
NINTH: The membership of HPhA shall consist of active members; associate members which include supporting, pharmacy technicians, and students; honorary members; and other such categories as may be established in the Bylaws. Active members shall be pharmacists licensed in any state, district, or territory of the United States who have paid dues as established by the Bylaws. Only active members residing in Hawaii may vote on amendments to the Constitution or its Bylaws; elect and serve as an Officer or Director of HPhA; and serve as voting members of committees, subcommittees, academies and advisory boards.
 
TENTH: Upon termination or dissolution of HPhA, any assets that remain after payment of all its liabilities, debts, and obligations shall be distributed by the Board of Directors for the betterment of pharmacy only to one or more organized charitable, educational, scientific, or philanthropic organizations qualified as exempt from taxation under the laws of Hawaii as may be in effect at the time of termination. Under no circumstances shall any assets be distributed to any member of HPhA.
 
ELEVENTH: The private property of the members, officers, directors, and employees of HPhA shall not be subject to any payment of any debts or obligations of HPhA.
 
TWELFTH: The Bylaws shall delineate the authority of the Board of Directors and govern the internal affairs of HPhA. The Bylaws may be amended as provided therein.
 
THIRTEENTH: This Constitution may be may be altered, amended or repealed and adopted by a two?thirds majority of replies received by electronic or US Postalmail from active members.  
 
 


 
BYLAWS FOR THE HAWAII PHARMACISTS ASSOCIATION
LAST AMENDED May 8, 2008
 
ARTICLE 1. NAME
 
1.1        The name of the association shall be "The Hawaii Pharmacists Association," hereafter referred to as HPhA.
 
1.2        HPhA may adopt and use such trade names, trademarks, services names, and service marks as, in its judgement, are necessary or appropriate to identify or designate its products and services and to carry on its business. No member, committee, component, or third party may use any name or mark established herein unless such use has been specifically approved in writing by the Board of Directors.
 
 
ARTICLE 2. OFFICES:
 
2.1        HPhA may establish and maintain an office in any locality within the State of Hawaii deemed necessary by the Board of Directors.
 
 
ARTICLE 3. MEMBERSHIP AND DUES:
 
3.1        The classifications of Members in HPhA are as follows:
 
3.1.1     Active members: Pharmacists licensed in any state, district, or territory of the United States or licensed pharmacists in a pharmacy residency program.  Only active members residing in Hawaii may vote on amendments to the Constitution, its Bylaws; elect and serve as an Officer or Director of HPhA; and serve as voting members of committees, subcommittees, academies and advisory boards.
 
3.1.2     Associate members: Persons who, by virtue of vocation, training, education, and interest, wish to further the purposes of HPhA. Associate members shall consist of the following categories:
 
3.1.2.1 Supporting: Individuals other than those who qualify as active members who, by working in the health services, teaching prospective pharmacists, or otherwise contributing to pharmacy services, make themselves eligible for membership.
 
3.1.2.2 Student: Individuals enrolled full-time in a pharmacy practice degree program in an accredited college of pharmacy, pharmacists who have graduated from an accredited college of pharmacy but who are not licensed to practice pharmacy.
 
3.1.2.3 Pharmacy Technicians: Individuals who are employed as Pharmacy Technicians.
 
3.1.3     Honorary members: Persons who shall be elected for life by unanimous vote of the Board of Directors from among individuals who are or have been especially interested in or who have made outstanding contributions to pharmacy practice. No dues shall be required of honorary members. Honorary members upon meeting the requirements set forth in 3.1.1 (Active members), shall be entitled to all privileges granted active members.
 
3.2        Members shall pay dues as established by the Board of Directors. The Board of Directors shall establish membership periods for all Members of HPhA.
 
3.2.1     Applicants seeking membership in HPhA shall complete the membership application and enclose payment of the appropriate dues. Applicants shall, at the time of application or at renewal, be classified into the category of Member for which they qualify.
 
3.2.2     Payment of dues each year automatically renews membership in HPhA. Failure to pay dues within the renewal period established by the Board of Directors shall constitute termination of membership. If dues are paid after termination of membership, HPhA may treat such dues as a reinstatement of membership and entitle the Member to all privileges granted the category of Member for which they qualify.
 
3.2.3     A Member may terminate membership at any time by submitting a signed written statement to the Board of Directors. No Member shall be entitled to receive any refund, compensation, distribution or other disbursement of HPhA funds or assets upon termination of membership in HPhA unless approved by a majority vote of the Board of Directors.
 
3.3        Members shall be entitled to such privileges as shall be determined by the majority vote of the Board of Directors. 
 
 
ARTICLE 4. ACADEMIES
4.1          Academies are groups of members with common interests formed within HPhA. The definitions, rights, powers and obligations of each Academy not set forth here shall be established and limited by the academy Bylaws.
4.2          Only one Academy will be allowed from any one practice environment.
4.3          Each Academy shall submit a Constitution and Bylaws to the Board of Directors for review and comment.
4.4          Each Academy shall have elected officers.
4.5          The structure and functions of each academy established shall be reviewed and approved periodically by the Board of Directors of HPhA.
 
 
ARTICLE 5. OFFICERS:
 
5.1           The Officers of HPhA shall be the President, the President?elect, the Immediate Past
President, the Treasurer, and the Secretary, all of whom shall be active members of HPhA.
 
5.1.1     Officers shall be nominated by the Nominations Committee or may be nominated from the floor at a meeting at which the candidates for the Board of Directors are presented to the membership. All candidates nominated from the floor shall be qualified to serve as an Officer by the Nominations Committee prior to being included on the ballot.           
 
5.1.2     The President and President?elect shall be elected for a term of one year. The President-elect shall succeed successively to the office of President after having completed the term of office as President-elect. The President shall succeed successively to the office of Immediate Past President after having completed the term of office as President.
 
5.1.3     The term of office for the Secretary and for the Treasurer shall be two years with no limit on the maximum number of consecutive terms. The Secretary will be elected in the even years and Treasurer in the odd years.
 
5.1.4     Each Officer shall be installed at the Annual Meeting.
 


5.2        President: The President shall serve as the principal elected official of HPhA; presides at all Board of Directors meetings and the Annual Meeting; have and exercise direct charge of and general supervision over the business and affairs of HPhA; enforce due observance of the provisions of these Bylaws; and perform all other duties as may be imposed by the Board of Directors, and these Bylaws. The President may sign with the Treasurer all legal instruments of HPhA. 
 
5.2.1     The President shall, by virtue of the office, be a non-voting member of all committees and subcommittees established by the Board of Directors.
 
5.2.2     The President shall annually, with the approval of a majority of the Board of Directors, appoint chairmen and members of committees set forth in Article 8. of the Bylaws, and any other subcommittees or any other groups established by the Board of Directors.
 
5.2.3   The President shall report to the Board of Directors on official activities and shall advise the Board of Directors on such matters as may further the purposes of HPhA.
 
5.3           President-elect: The President?elect shall perform the duties of the President in the
absence of the President; succeed to the office of the President upon the death, resignation, or inability of the President to perform the duties of that office; assist, advise, and coordinate with the Executive Director on member recruitment and retention; perform all other duties as may be imposed by the Board of Directors, the President, and these Bylaws; and assist in communicating the policies and activities of HPhA to its Members and the public.
 
5.3.1     The President-elect shall report to the Board of Directors on official activities and shall advise them on such matters as may further the purposes of HPhA.
 
5.3.2     A President-elect who succeeds to the office of President as provided in section 5.3 shall serve out both the unfinished terms to which he or she has succeeded and the term to which he or she would have succeeded in due course.
 
5.4        Immediate Past President: The Immediate Past President shall perform the duties of the President in the temporary absence of both the President and the President-elect, and perform all other duties as may be imposed by the Board of Directors, the President, and these Bylaws. The Immediate Past President shall report to the Board of Directors on his or her activities and shall advise the Board of Directors on such matters as may further the purposes of HPhA.
 
5.5        Treasurer: The Treasurer shall serve as the chairman of the Finance Committee and have charge of and be responsible for all funds, securities, receipts and disbursements of HPhA. The Treasurer may endorse for collection on behalf of HPhA checks, notes and other obligations; may sign receipts and vouchers for payments made to HPhA; shall render to the Board of Directors and Executive Director, whenever so requested, an accounting of the financial condition of HPhA; may sign with the President, or other duly authorized Officer, all legal instruments of HPhA; shall provide regular reports on the fiscal affairs of HPhA at Board of Directors meetings; shall provide financial reports to the membership at the Annual Meeting; and in general, shall perform all other duties as may be imposed by the Board of Directors, the President, and these Bylaws.
 
 
5.5.1     The Treasurer shall make the financial records of HPhA available for inspection by the Board of Directors for any proper purpose at any reasonable time.
 
5.6        Secretary: The Secretary or designee shall keep and maintain an accurate record of the meetings with the Board of Directors and the general membership meetings of HPhA. The Secretary or designee shall be responsible for issuing proper notice of meetings; shall be custodian of the records; and shall perform all duties incident to the office of a Secretary of HPhA and perform all other duties as may be imposed by the Board of Directors, the President, and these Bylaws.
 
5.7        The manner of filling vacancies of any office shall be as follows.
 
5.7.1     The provisions of 5.3 and 5.3.2 shall apply.
 
5.7.2     If both the President and the President?elect become permanently unable to perform the duties of their offices, the Immediate Past President shall serve as President pro tempore for the remaining portion of the unexpired term.
 
5.7.3     If the Immediate Past President is unable to perform the duties of that office, the Board of Directors shall appoint an Officer or Director of HPhA to perform the duties of that office.
 
5.7.4     If the Secretary or the Treasurer is unable to perform the duties of that office, the Board of Directors is empowered to fill that vacancy.
 
 
ARTICLE 6. BOARD OF DIRECTORS
 
6.1        The authority of HPhA shall be vested in the Board of Directors. The Board of Directors shall establish policies for the control and management of the property, affairs, business and concerns of HPhA, and shall have and may exercise all of the powers of HPhA, including (but not limited to) preparation of the annual budget; determination of the annual membership dues and procedures for collecting said dues; authorization of all appropriations, contracts and agreements; procurement, maintenance, management and disposition of HPhA property or property held by HPhA for its use; acceptance of any gift, grant, device, or bequest; acceptance of any real or personal property for any HPhA purpose; selection of depositories for HPhA funds and securities, direct investments, contributions to organizations for research and educational activities to the benefit of the profession of pharmacy; appointing of a person, firm or corporation engaged in the business of accounting to act as the accountant or auditor of HPhA; appointing or electing of delegate(s) from among Members or Academies to represent HPhA at national meetings and functions (The Chair of the HAHSP shall be the representative for ASHP meetings and delegates for the ASHP House of Delegates shall be elected from ASHP members in the State according to ASHP policy): the hiring of an Executive Director, and determination of his or her duties in addition to those imposed by the Bylaws. 
 
6.2        The Board of Directors shall be elected in accordance with the Bylaws and consist of eleven active members: the Officers of HPhA and six Directors, two who reside on the islands of Kauai, Maui, Molokai, Lanai, or Hawaii; two who serve patients in an Integrated Healthcare System (components of such systems may include acute care, intermediate care, long-term care, home care, and ambulatory care), one of whom shall be the Chair of the Hawaii Academy of Health-System Pharmacists; and two who serve patients in other health care practice settings.   A Pharmacy Technician shall be appointed by the Board of Directors and serve as a member without vote on the Board of Directors for a two-year term.
 
6.2.1     Directors shall be nominated by the Nominations Committee or may be nominated from the floor at a meeting at which the candidates for the Board of Directors are presented to the membership. All candidates nominated from the floor shall be qualified to serve as a Director by the Nominations Committee prior to being included on the ballot.
 
6.2.2     The term of office for each Director shall be two years.
 
6.2.3     If a Director is unable to perform the duties of that office, a majority vote by the Board of Directors may elect an interim Director to fill that vacancy until such time that a Director is elected in accordance with the Bylaws to serve the remaining unexpired term.
 


6.3        A quorum of the Board of Directors shall consist of six Directors, and is required to transact business; in order to be valid, any act or business must receive the approval of the majority of such quorum.
 
6.4        The Board of Directors shall approve all disbursement of monies in excess of those amounts specified in the annual budget consistent with the fiscal policies approved by the Board of Directors. Monies shall not be removed from reserve accounts to be placed into checking accounts without the approval of a majority of the Board of Directors.
 
6.5          Two-thirds of the Directors or any ten active members may petition for an Officer or
Director to be removed from office. The matter shall be discussed at a meeting open to all active members. A vote of two-thirds majority on a mailed ballot of replies received to remove the Officer or Director from office.
 
6.6        Except to the extent specifically authorized by the Board of Directors, no Officer or Director shall be entitled to any compensation for services. In accordance with policies established by the Board of Directors, Officers or Directors may be reimbursed for actual expenses incurred by them in the performance of their duties as Officers or Directors.
 
6.7        The Board of Directors shall make reports at such time and in such manners as required by law.
 
 
ARTICLE 7. MEETINGS:
 
7.1        Regular Meetings of the Board of Directors shall be held at least six times annually at a time agreed upon by the majority of Board of Directors. One of these meetings may be the Annual Meeting.  
 
7.2        All meetings of the Association and the Board of Directors shall be governed by the current edition of Robert’s Rules of Order.
 
7.3        The President may call special Meetings of the Board of Directors at other times when the business and interests of HPhA require it. Special Meetings may also be called by petition of one-third of the Board of Directors.
 
7.4        A Notice of Meeting of the Board of Directors, the place, day, and hour of such meeting either in writing, by telephone, by fax, or by electronic mail, shall be given by the Secretary, the Executive Director, or designee.
 
7.5        Annual Meeting of the Members of HPhA shall be held on a date and place as determined by the Board of Directors, for the purpose of presenting the annual report of HPhA for the preceding fiscal year, the installation of Officers and Directors for next fiscal year and educational programs for such other purposes as the active members may determine. 
 
7.6        The Board of Directors, President, or a two-thirds majority of active members may call special Meetings of the Members of HPhA when the business and interests of HPhA require it.
 
7.7        A Notice of Meeting of the Members, the place, day, and hour of such meeting, either in writing, by telephone, by fax, or by electronic mail stating whether it is an annual or a special meeting, shall be given by the Secretary, the Executive Director, or designee.
 
7.8        A minimum of twenty active members present at a meeting shall constitute a quorum to transact business. In order to be valid, any act or business must receive the affirmative vote of a majority (one more than 50%) of such quorum. If a quorum is not attained, such acts or business will be conducted via mailed or electronic ballot, of which two?thirds majority of replies should be received.
 
 
ARTICLE 8. EXECUTIVE DIRECTOR:
 
8.1        The Executive Director (ex-officio without vote) may be contracted by the Board of
Directors. The term of the Executive Director would be according to the terms and conditions of the agreed upon contract by the Board of Directors.
 
8.2        If an Executive Director is contracted by the majority of the Board of Directors, the
Executive Director shall be responsible for the assigned duties and have authority for executive and administrative decision or action with regard to the continuing management of HPhA; be solely accountable to the Board of Directors; serve as a consultant to the Board of Directors; advise the Board of Directors on policy matters; furnish appropriate evidence of membership to each Member; manage the office of HPhA and serve as steward to all property owned by HPhA; attend any conferences, conventions, and/or meetings that may assist in the performance of the Executive Director’s duties, as approved by the Board of Directors; collect all dues and other funds delivered to HPhA; conduct the official communications of HPhA; manage the publications of HPhA; be responsible for the day-to-day financial operations of HPhA in cooperation with the Board of Directors; document the regular review of all charge accounts, payments, and bank transactions; serve as Accreditation Council for Pharmacy Education Continuing Education Administrator; and perform all other duties as may be imposed by the Board of Directors, the President, and these Bylaws.
 
 
ARTICLE 9. COMMITTEES:
 
9.1        The Committees set forth as follows are components of HPhA and shall operate to further the purposes of HPhA.
 
9.1.1     Annual Meeting Committee: The Annual Meeting Committee shall be responsible for conducting the Annual Meeting. 
 
9.1.2     Finance Committee: The Treasurer shall serve as the chair of the finance committee. The Finance Committee shall be composed of an even number of members, which may consist of the immediate past Treasurer, the Immediate Past President, the Executive Director, and at least two active members not on the Board of Directors. The Finance Committee shall meet periodically and make recommendations to the Board of Directors as to the proper management, conservation, and prudent investment of the assets and funds of HPhA. This committee is responsible for the development of policies and procedures to enforce proper management of HPhA’s finances. These policies must be approved by majority vote of the Board of Directors. Due to the Treasurer’s position as the chair for this committee, the Treasurer may not be a voting member of this committee.
 
9.1.2.1 The Board of Directors may at any meeting appoint a person, firm or corporation engaged in the business of accounting to act as the accountant or auditor of HPhA. No Director or Officer shall be eligible to serve as the independent certified public accountant or auditor of HPhA. If appointed, the independent certified public accountant or auditor shall examine the books and papers of HPhA and compare the statements of the Treasurer with the books and vouchers of HPhA or otherwise make a complete accounting review, or audit of the books of HPhA as directed by the Board of Directors and thereafter make appropriate reports to the Board of Directors.
 
9.1.3   Program Committee: The Program Committee shall be responsible for providing educational programs to the membership and planning and managing the expenses for such programs. Continuing educational programs shall be offered on a periodic basis throughout the year.
 


9.1.4     Nominations Committee: The Nominations Committee shall be responsible for selecting candidates for offices from among the membership. 
 
 
9.1.5     Membership Committee: The Membership Committee shall be responsible for matters dealing with membership in HPhA. Membership lists of those members who have approved release of their contact information shall only be provided to a third party with the majority approval of the Board of Directors. The Board of Directors may establish a fee for any list provided to a third party.
 
 
9.2        The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint one or more committees, such as Awards, Scholarship or Government Relations as the business of the HPhA may require and define the authority and duties of such committees, except that such committees shall not have the power to fill vacancies in the Board of Directors and such other powers as may be reserved to the Board of Directors in the Bylaws. Members of the committee shall not receive any salary or compensation for their services, provided that nothing contained herein shall be construed to preclude any such member from receiving compensation which is not excessive for personal services (rendered in other than as a member of the subcommittee) which are reasonable and necessary in carrying out HPhA’s purposes, or from receiving reimbursement for reasonable and necessary expenses incurred in connection with the performance of services as a member of the committee.
 
 
ARTICLE 10. FISCAL YEAR
 
10.1      The fiscal year of HPhA shall be consistent with the federal tax filing calendar as applicable to HPhA’s tax exempt status.
 
 
ARTICLE 11. TELEPHONIC AND ELECTRONIC MEETINGS
 
11.1      The Board of Directors or any committee, subcommittee or academy may conduct a meeting by means of a telephone or electronic equipment.
 
 
ARTICLE 12. INSPECTION OF RECORDS
 
12.1      The books of account and the original or duplicate minutes of proceedings of the Board of Directors or any committee of the Board, if any, shall be open to inspection upon the written demand of any Director or Director’s agent or attorney, for any proper purpose at any reasonable time.
 
 
ARTICLE 13. CONFLICT OF INTEREST
 
13.1      Officers and Directors of the Board shall report potential conflicts of interest to the Board. If the Board determines there is an actual conflict with any issue being considered by the Board that person with the conflict will be asked to abstain from voting.
 
13.2      The Officers and Directors of the Board shall not participate in any Federal or State anti-trust activities related to the Practice of Pharmacy.  
 
 
ARTICLE 14. INDEMNIFICATION
 
14.1      HPhA shall indemnify, hold harmless and defend the Directors and Officers from and against any claims, demands, actions, liability or expense, including but not limited to attorneys’ fees and costs that arise out of or in any way relate to his or her acting as a Director or Officer of HPhA, so long as the Director or Officer shall not have been finally adjudged in the action, suit or proceeding, or by the Board of Directors to have been derelict in his or her duties.
 
 
ARTICLE 15. AMENDMENTS
 
15.1      These Bylaws may be altered, amended or repealed and new Bylaws adopted by a two?thirds majority of replies received by mail including electronic mail from active members.
 

 

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