BYLAWS OF NEW JERSEY PHARMACEUTICAL ASSOCIATION FOR SCIENCE AND TECHNOLOGY, A NEW JERSEY NONPROFIT CORPORATION
Article One. Offices
Section 1 Principal Office
The principal office of this corporation in the State of New Jersey shall be c/o Barry Fox, Mendel Company, 12C Great Meadow Lane, East Hanover, NJ 07936.
Article Two. Trustees
Section 2.1 Number
The authorized number of trustees of this corporation shall be three to seven (3-7).
Section 2.2 Trustee Chairperson
The board of trustees shall elect one of their number as Chairperson.
At least three (3) of the members of the board of trustees (otherwise known as “the trustees” or “the board”) shall have held positions as past or current officers for a minimum of two (2) years. The board shall also, where possible, include representation from each of the pharmaceutical R&D and/or manufacturing, supplier and academic communities.
Section 2.4 Term of Office
No trustee shall serve for more than ten (10) years in total.
Section 2.5 Powers
(a) Except as otherwise provided in the certificate of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of trustees, which may, however, delegate the performance of any duties or the exercise of any powers to such offices and agents as the board may from time to time, by resolution, designate.
(b) Management of income
As described in Article Six, the board of trustees may determine, by resolution from time to time duly adopted, to delegate in whole or in part, the management, investment and disposition of the property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes.
(c) Common trust funds
The board of trustees may, by resolution from time to time duly adopted, establish one or more common trust funds for the purpose of investing the corporation’s funds.
Section 2.6 Replacement of Trustees
(a) Whenever a vacancy exists on the board of trustees, whether by expiration of term of office, resignation, or otherwise, a candidate to fill the vacancy shall be nominated by the executive committee chairperson and/or the board of trustees. The nomination shall be considered and approved by a majority vote of all of the trustees. In the event of a tie vote, the board of trustees shall agree on an arbitrator, selected from the officers, who shall cast the final vote. Such an election for replacement of one or more trustees may be held prior to the expiration of said trustees’ terms of office, such that the entire board of trustees may consider and vote upon the replacement trustee(s).
Any appointment to fill a vacancy on the board of trustees shall be made in accordance with the demographic requirements of Section 2.3.
(b) Any trustee may be removed, with or without cause, by the vote of two-thirds of the board at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as stated above.
Section 2.7 Compensation
No member of the board of trustees shall receive any compensation from the corporation for being a trustee.
Section 2.8 Meetings.
(a) Meetings of trustees shall be held at such place or places as the board of trustees may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation.
(b) Regular meetings of the board of trustees shall be scheduled by the Chairperson of the board of trustees.
(c) Any member of the board of trustees may request a special meeting of the board with two (2) weeks notification by e-mail. Any trustee requesting the special meeting shall preside over that meeting, be responsible for the agenda and for issuing minutes.
(d) A majority of the board of trustees shall constitute a quorum for the transaction of business at any meeting of the board. Members of the board may participate and vote in person or remotely. A majority of the quorum votes are required to pass any resolution.
(e) All meetings of the board of trustees shall be governed by Robert’s Rules of Order, including such revisions of those rules, and except as those rules are inconsistent with these bylaws, with the certificate of incorporation of this corporation, or with applicable law.
Section 2.9 Action Without Meeting
No meeting need be held by the board to take any action required or permitted to be taken by law, provided all members of the board shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the board. Action by unanimous written consent shall have the same force and effect as action by unanimous vote of the trustees. Any certificate or other document filed under any provision of law which related to action so taken shall state that the action was taken by unanimous written consent of the board of trustees without a meeting, and that the certificate of incorporation and bylaws authorize the trustees to so act. Such a statement shall be prima facie evidence of such authority.
Section 2.10 Liability of Trustees
The trustees of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
Article Three. Officers
Section 3.1 Designation of Officers
The officers of the corporation’s executive committee shall be comprised of a President, one or more Vice Presidents (as shall be determined by the board of trustees), a treasurer, other committee chairpersons and such other officers as may be appointed in accordance with the provisions of this article. The board of trustees may appoint such other officers, including a secretary, one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed by the board of trustees. Any two or more offices may be held by the same person, except the offices of the President and treasurer.
Section 3.2 Appointment and Term of Office
The officers of this corporation shall be appointed by the board of trustees at the annual meeting of the board of trustees. If the appointment of the officers shall not be made at such meeting, such appointment shall be made as soon as may be convenient. New offices may be created and filled at any meeting of the board. Each officer shall hold office for two (2) years or until his successor shall have been duly appointed and shall have been qualified.
Section 3.3 Removal
Any officer appointed by the board of trustees may be removed by the board of trustees whenever in its judgment the interests of the corporation would be best served. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 3.4 Vacancy
A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the board of trustees for the unexpired portion of the term. The board of trustees shall review the appointment of officers of the executive committee annually. There is no defined limit for the number of terms of executive committee members.
Section 3.5 President
The President shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation, subject to periodic review and approval by the board of trustees.
(a) Shall preside at all regular meetings of the Executive Committee; and
(b) May sign any contracts, or other instruments the execution of which has been authorized by the board of trustees, except in cases where the signing and execution of such instruments has been expressly delegated by the board of trustees or by these bylaws, to some other officer or agent of the corporation by law; and
(c) May establish committees as he/she sees fit and shall designate a Chairperson for said committee. Both the formation of a new committee and the selection of its Chairperson must be approved by a majority of the Executive Committee and the board of trustees.
(d) Shall perform all other duties generally incident to the office of the President and such other duties as may be prescribed by the board of trustees.
Section 3.6 Vice President
(a) In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.
(b) Any Vice President shall perform such additional duties as may from time to time be assigned to him/her by the President or by the board of trustees.
Section 3.7 Treasurer
If so required by the board of trustees, the treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation and custodian of corporate records;
(b) Receive and give receipts for monies due and payable to the corporation from any source and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of trustees;
(c) Perform all duties generally incidental to the office of treasurer and such other duties as may be assigned to the treasurer by the President or by the board of trustees.
Section 3.8 Secretary (if appointed)
The secretary shall:
(a) Maintain the minutes of meetings of Executive Committee and the board of trustees, in one or more repositories provided for that purpose;
(b) See that all notices are duly given in accordance with these bylaws or as required by law;
(c) Be custodian with the Treasurer of the corporate records including the names and principal addresses of the officers and trustees of the corporation;
(d) Perform such administrative duties as directed by the Executive Committee;
(e) Exhibit to any trustee of the corporation, or to a trustee’s agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the certificate of incorporation, the minutes of any meeting, and the other records of the corporation.
Section 3.9 Assistant Secretary or Assistant Treasurer
The assistant treasurers and assistant secretaries, in general, shall perform such duties as may be assigned to them by the board of trustees, the President, the treasurer, or the secretary of the corporation. If so required by the board of trustees, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of trustees may deem appropriate.
Section 3.10 Liability of Officers
The officers of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
Article Four. Executive Committee
Section 4.1 Executive Committees
The Executive Committee shall be comprised of the officers of the Corporation. Said committee shall be responsible for managing the business of the corporation and shall have and exercise all of the powers of the board of trustees, except that the committee shall not:
(a) make, alter or repeal any bylaw of the Corporation;
(b) appoint any trustee, or remove any officer or trustee;
(c) make any grants or distribution of funds; or
(d) amend or repeal any resolution previously adopted by the board.
The executive committee shall be responsible to the board of trustees. The committee shall act when the board is unable to act and cannot be convened. The committee shall further meet at the discretion of the President to deliberate on matters of significance and make recommendations to the board.
Article Five. Other Committees
Section 5.1 Program Committee
The Program Committee shall select meeting topics and speakers for approval by the executive committee; make transportation and accommodation arrangements for all meeting speakers; and obtain speaker biographies and topic abstracts for distribution.
Section 5.2 Arrangements Committee
The Arrangements Committee shall procure adequate meeting space, make all logistical arrangements including the collection of meeting monies, disbursement of receipts and maintain the list of reservations and attendees as applicable. Any financial commitments shall be made in coordination with and with the agreement of the Treasurer.
Section 5.3 Committee Chairpersons
The chairperson of each committee shall be nominated by the President with the approval of the board of trustees. Each committee chairperson will remain in position until a successor is identified or until removed by the President and/or board of trustees
Section 5.4 Committee Members
The committee members shall be appointed by the chairperson of the respective committee with approval of the executive committee. Each committee member will remain in position until a successor is identified or until removed by the executive committee and/or the respective committee chairperson.
Section 5.5 Vacancies
Vacancies in any committee shall be filled by appointments made in the same manner as provided in the case of original appointments.
Section 5.6 Rules
Each committee may adopt such rules and regulations for its meetings as it may deem appropriate, provided such rules and regulations shall be consistent with these bylaws.
Section 5.7 Other Committees
Other committees may be established from time to time as determined necessary by the executive committee and with the approval of the board of trustees.
Section 5.8 Liability of Committee Chairpersons and Members
The chairpersons and members of committees of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
Article Six. Contracts, Checks, Deposits, and Funds
Section 6.1 Contracts
The board of trustees may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances.
Section 6.2 Gifts and contributions
The board of trustees or an executive committee may:
(a) Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property (”donations”), for the general and special charitable purposes of the corporation, on such terms as the board or committee shall approve;
(b) Hold such funds or property in the name of the corporation or of such nominee or nominees as the board or committee may appoint;
(c) Collect and receive the income from such funds or property;
(d) Devote the principal or income from such donations to such benevolent and charitable purposes as the board or committee may determine; and
(e) Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the board or committee devote the principal or income from that donation according to the agreement.
Section 6.3 Deposits
All funds of the corporation shall be deposited within a reasonable time to the credit of the corporation in such banks, trust companies, or other depositaries as the treasurer may select with the approval of the board of trustees.
Section 6.4 Checks, Drafts, and Orders for Payment
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the board of trustees shall from time to time by resolution determine.
Section 6.5 Distribution of Funds
Funds of the corporation shall be expended:
(a) To support the general administration of the corporation;
(b) To support periodic educational meetings, consistent with the mission of the corporation; and
(c) For other purposes, such as scholarship awards or charitable or benevolent contributions, subject to the approval of the board of trustees.
Article Seven. Miscellaneous
Section 7.1 Books and Records
The corporation shall prepare and maintain correct and complete books and records of accounts and shall also keep minutes of the meetings as set forth in these bylaws. All books and records of the corporation may be inspected by any trustee within a reasonable period of time.
Section 7.2 Fiscal Year
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
Section 7.3 Waiver of Notice
Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Act of New Jersey or under the provisions of the certificate of incorporation or the bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.
Section 7.4 Expenses
Officers and committee members may be reimbursed for expenses incurred on behalf of the corporation provided such expenses are approved by the President and/or the board of trustees.
Section 7.5 Access to Bylaws
The bylaws of the corporation shall be publicly available, whether on the website of the corporation or through other suitable means.
Article Eight. Amendments
Section 8.1 Power to Amend Bylaws
The bylaws of this corporation may be amended, repealed or added to, or new bylaws may be adopted by the vote of a majority of the members of the board of trustees.
Section 8.2 Procedure to Amend Bylaws
Subject to the limitations of the certificate of incorporation, and the Nonprofit Corporation Act of New Jersey, concerning corporate action that must be authorized or approved by the board of trustees, the by-laws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of trustees.