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APA Constitution & ByLaws

APA By-Laws pdf

CONSTITUTION

ARTICLE I. NAME

This ASSOCIATION shall be called the “ALABAMA PHARMACY ASSOCIATION”.

ARTICLE II. OBJECTS

This ASSOCIATION shall exist for the following purposes:

To aid in improving, promoting and safeguarding the public health and welfare in every practical manner.

To foster and encourage inter-professional relations to the end that pharmacists, physicians, and members of other allied professions may contribute to the promotion of the public health and welfare in the fullest measure.

To improve the art and science of pharmaceutical care for the general welfare of the public.

To assist in providing a system of education and training in the art of pharmaceutical care to produce competent personnel for all phases of the practice of pharmaceutical care in order to provide the greatest protection for the public at large.

To support a system of licensure and registration of pharmacists which will assure to the public the availability of competent personnel to discharge the accepted functions of the practice of pharmacy and to assure the availability of pharmacists and pharmaceutical services which will provide at all times for the distribution of drugs and medicines under supervision of qualified pharmacists.

To encourage competent persons to pursue the practice of pharmacy as a career.

To develop, maintain, and enforce the Code of Ethics of this ASSOCIATION, which will assure to the public the highest type of pharmaceutical service.

ARTICLE III. MEMBERSHIP

This ASSOCIATION shall consist of active, associate, pharmacist-spouse, pharmacy technician, retired, student and honorary members whose qualifications shall be prescribed in the By-Laws.

ARTICLE IV. MEETINGS

This ASSOCIATION membership shall assemble once each calendar year to conduct ASSOCIATION business and perform other duties that may be required by the ASSOCIATION By-Laws. This assembly shall be known as the Annual Convention of the ASSOCIATION. There shall be only one Annual Convention of the ASSOCIATION each year.

ARTICLE V. OFFICERS

The officers of the ASSOCIATION shall be President, President-Elect, Vice President, and Treasurer. These officers shall be elected as provided in the By-Laws and shall hold office until the installation of their successors.

ARTICLE VI. TRUSTEES

There shall be District Trustees and Trustees-at-Large. Their number shall be determined by the ASSOCIATION Board of Trustees. These Trustees shall be elected as provided in the By-Laws and shall hold office until the installation of their successors.

ARTICLE VII. HOUSE OF DELEGATES

The officers of the ASSOCIATION House of Delegates shall be a Speaker and Speaker-Elect. These officers shall be elected as provided in the By-Laws and shall hold office until the installation of their successors.

ARTICLE VIII. ORGANIZATION

The functions of the ASSOCIATION shall be performed by the members, the House of Delegates, the Board of Trustees, and such other Subdivisions as may be authorized in the By-Laws.

ARTICLE IX. INVESTMENT OF FUNDS

Funds of the ASSOCIATION available for investment may be invested in bonds, deeds, securities or certificates of deposit and other recognized investment funds under policy determined by the Board of Trustees.

ARTICLE X. AMENDMENTS

Every proposition to alter or amend this Constitution shall be subject to the following procedure:

It shall be submitted in writing to the Speaker of the ASSOCIATION House of Delegates at least 60 days prior to the Annual Convention. The proposed change shall be distributed to the active members at least thirty (30) days prior to the Annual Convention through an ASSOCIATION publication. It shall be read at the first General Session of the Annual Convention and shall be considered by the ASSOCIATION House of Delegates. If approved, with no changes by the ASSOCIATION House of Delegates, it shall be submitted to all active members and shall be balloted no later than sixty (60) days following the ASSOCIATION Annual Convention. If amended, the amended proposal will be read at the first General Session of the “next” ASSOCIATION Annual Convention, and following approval by the ASSOCIATION House of Delegates, it shall be submitted to all active members and shall be balloted no later than sixty (60) days following the ASSOCIATION Annual Convention. Upon receiving the affirmation vote of two-thirds (2/3) of the eligible members voting, it shall become a part of the Constitution.

Document Maintenance. Each time the ASSOCIATION Constitution is amended, the entire document must be re-written to reflect the changes within 30 days after adoption. A written copy, notarized by a disinterested party, affixed with appropriate revised date, shall serve as the official document. A copy of the document shall be maintained in the ASSOCIATION office and made available to any ASSOCIATION member upon request.

BY-LAWS

CHAPTER I – MEMBERSHIP

ARTICLE I. MEMBERSHIP CATEGORIES

The ASSOCIATION Board of Trustees shall set guidelines for membership in accordance with the Constitution and By-Laws.  Under these guidelines, the Executive Director will accept all applications for membership and process the applications.

ARTICLE II. ACTIVE PHARMACIST MEMBERS

A. Qualifications. Any pharmacist who has been duly licensed by a nationally recognized Board of Pharmacy shall be eligible for Active pharmacist membership.

B. Eligibility to Hold Office. A licensed pharmacist who is an Active member in good standing shall be eligible for election or appointment to any office of the ASSOCIATION except as otherwise provided in the ASSOCIATION By-Laws.

C. Eligibility to Vote. An Active member in good standing shall be eligible to vote at the General Sessions of the Annual Convention of the ASSOCIATION and in the published ballots and in the election of the general officers.

D. Retired Pharmacist Status. Any pharmacist who is in retired status shall be eligible, on application to the ASSOCIATION. Retired pharmacist members shall have voting privileges.

E. Only those Active members who are employers within the meaning of Section 3(5) of the Employee Retirement Income Security Act of 1974 (“ERISA”) shall be eligible to serve on the Insurance Committee or be covered as a participating employer in any multiple employer welfare arrangement within the meaning of ERISA Section 3(40) (“MEWA”) sponsored by the Alabama Pharmacy Association, any trust related thereto, or any benefit offered to members of the Alabama Pharmacy Association that constitutes an “employee welfare benefit plan” under Section 3(1) of ERISA.

ARTICLE III. ASSOCIATE MEMBERS

A. Qualifications. Any reputable individual, who is not eligible for Active pharmacist, Retired
Pharmacist, Pharmacy Technician, Student, or Resident membership, who has an interest in the profession of pharmacy, and is informed concerning the purposes of the ASSOCIATION and willing to accept the obligations imposed by membership, shall be eligible for Associate membership.

B. Eligibility to Hold Office. An Associate member shall be ineligible for election or appointment to office in the ASSOCIATION.

C. Eligibility to Vote. An Associate member shall be ineligible to vote in the ASSOCIATION.

ARTICLE IV. PHARMACIST-SPOUSE MEMBERS

A. Qualifications. This category is only available to spouses (non-pharmacists) of pharmacists who are deceased, or spouses (non-pharmacists) of pharmacists who are current members of the ASSOCIATION. The dues and benefits shall be established by the ASSOCIATION Board of Trustees.

B. Eligibility to Hold Office. A pharmacist-spouse member shall be ineligible for election or appointment to office.

C. Eligibility to Vote. A pharmacist-spouse member shall be ineligible to vote.

ARTICLE V. STUDENT MEMBERS

A. Qualifications. Any student who is enrolled in the professional degree programs of Auburn University’s Harrison School of Pharmacy or Samford University’s McWhorter School of Pharmacy, or is a resident of Alabama attending an out-of-state school of pharmacy, shall be eligible for Student membership.

B. Eligibility to Hold Office.   A Student member in good standing shall be inel igible for election or appointment to office in the ASSOCIATION, except as provided  in the By-Laws for the Board of Trustees as an appointed student representative.

C. Eligibility to Vote. A student member in good standing shall be ineligible to vote in the ASSOCIATION.

ARTICLE VI. PHARMACY TECHNICIAN MEMBERS

A. Qualifications. Any currently registered pharmacy technician in good standing with a nationally recognized State Board of Pharmacy.

B. Eligibility to Hold Office.  A pharmacy technician shall be ineligible for election or appointment to office in the ASSOCIATION, except as provided in the By-Laws for the Board of Trustees Pharmacy Technician Trustee.

C. Eligibility to Vote.  A pharmacy technician shall be ineligible to vote, except as provided in the By-Laws for the election of the Pharmacy Technician Trustee position on the Board of Trustees and in the House of Delegates as outlined in Chapter II of the By-Laws.

ARTICLE VII. PHARMACY RESIDENTS MEMBERS

A. Qualifications. Any pharmacist currently engaged in a PGY1 or a PGY2 residency.

B. Eligibility to Hold Office. A pharmacy resident shall be ineligible for election or appointment to
office in the ASSOCIATION except as provided in the By-Laws for the House of Delegates.

C. Eligibility to Vote.  A pharmacy resident in good standing shall be eligible to vote at the General Sessions of the Annual Convention of the ASSOCIATION in the published ballots; and in the election of Board of Trustee members.

ARTICLE VIII. HONORARY MEMBERS

A. Qualifications. Those persons who have been outstanding in their service to pharmacy, who are recommended to the Board of Trustees, may be elected to honorary membership.

B. Eligibility to Hold Office. An honorary member shall be ineligible for election or appointment to any ASSOCIATION office.

C. Eligibility to Vote. An honorary member shall be ineligible to vote in any ASSOCIATION election.

D. Privileges. An honorary member shall be exempt from annual dues.

ARTICLE IX. ELECTION TO MEMBERSHIP

Each application for membership shall contain the information required by the ASSOCIATION Board of Trustees and shall be accompanied by the appropriate dues.

ARTICLE X. GENERAL MEETINGS

Annual Convention. The ASSOCIATION membership shall assemble once each calendar year to conduct the ASSOCIATION business and perform other duties that may be required by the ASSOCIATION By-Laws. This assembly shall be known as the Annual Convention of the ASSOCIATION. There shall be only one Annual Convention of the ASSOCIATION each year although there may be other assemblies of the ASSOCIATION membership. In the event that a national or state emergency prevents holding the Annual Convention as scheduled, it shall be the duty of the ASSOCIATION President, with the advice and consent of the ASSOCIATION Board of Trustees, to call the next Annual Convention as soon as practicable after the emergency.

General Session.  A General Session is an assembly of the membership-at-large wherein each member may participate and discuss general ASSOCIATION business and business to be considered by the ASSOCIATION House of Delegates, and vote to the extent permitted by the By-Laws.  There shall be at least one (1) General Session at the Annual Convention.  This session shall be presided over by the President of the ASSOCIATION.

Interim Meeting. The ASSOCIATION President shall call an interim meeting of the membership on the request of the Board of Trustees or on the request of twenty-five percent (25%) of the membership.

Quorum. Three percent (3%) of the active membership shall constitute a quorum at any meeting of the general membership.

Rules of Order. Roberts Rule of Order, Revised Edition, shall be the rules for procedure by the presiding officer at all meetings of the ASSOCIATION.

ARTICLE XI. DUES

Each member shall pay in advance the appropriate dues determined by the ASSOCIATION Board of Trustees for the category to which he/she belongs.

ARTICLE XII. RETIRED STATUS

Should any Retired Status member return to full employment, the ASSOCIATION shall remove him/her from Retired Status, and he/she shall resume payment of regular dues for his/her membership category.

ARTICLE XIII. SUSPENSION FOR NON-PAYMENT OF DUES

A. Suspension. A member in any category which is not exempt from the payment of dues shall be suspended from membership when his/her annual dues are in arrears.

B. Reinstatement. A member suspended under this Article may be readmitted upon submission of an application/renewal request for membership accompanied by the payment of the appropriate membership fee.

ASSOCIATION membership shall date from the time when payment is received. If the person pays all dues in arrears, their ASSOCIATION membership shall not show a lapsed period.

ARTICLE XIV. DISCIPLINARY PROCEDURES

A. Punishment. A member in any category may have their membership in the ASSOCIATION revoked by the Board of Trustees if the member engages in activities which are in violation of the ASSOCIATION’S Code of Ethics.

B. Reinstatement. A member expelled under this Article shall not be eligible for membership until at least one (1) year has elapsed from the date the revocation of membership becomes final or until determined appropriate by the ASSOCIATION Board of Trustees.

CHAPTER II – HOUSE OF DELEGATES

ARTICLE I. COMPOSITION

The ASSOCIATION House of Delegates shall consist of the Officers of the House of Delegates, accredited representatives of ASSOCIATION subdivisions, practice settings, and affiliated organizations, apportioned as stated herein. All delegates shall be current members of the ASSOCIATION. Associate members, Pharmacy Technician members, Student members and Spouse members shall not be eligible to serve as voting delegates except as noted in this Chapter of the By­-Laws.

A. Subdivisions. The following shall be recognized as an official Subdivision of the ASSOCIATION.

1. Each of the APA Districts shall have one (1) delegate, and an additional delegate for every twenty-five (25) current members of the ASSOCIATION  as of the date 60 days prior to the Annual Convention of the ASSOCIATION. APA members in good standing may apply with the House Secretary to serve in this capacity. Their presence is required in order to serve.

2. Affiliated Organizations.    Each recognized pharmacy organization on file with the ASSOCIATION as of 60 days prior to the Annual Convention of the ASSOCIATION  may petition the ASSOCIATION for representation  and if approved,  may designate one (1) delegate and one (1) alternate delegate. All petitions for representation  must be received by the Secretary of the ASSOCIATIOHouse of Delegates no later than ten (10) days prior to the meeting of the House of Delegates.  In a situation where a person is a member of two affiliated organizations, the individual may be counted as a member of only one for purposes of delegate allocation.

B. Affiliated Organizations. Each recognized pharmacy organization on file with the ASSOCIATION as of 60 days prior to the Annual Convention of the ASSOCIATION may petition the ASSOCIATION for representation and if approved, may designate one (1) delegate and one (1) alternate delegate. All petitions for representation must be received by the Secretary of the ASSOCIATION House of Delegates no later than ten (10) days prior to the meeting of the House of Delegates. In a situation where a person is a member of two affiliated organizations, the individual may be counted as a member of only one for purposes of delegate allocation.

C. Delegates Ex Officio. The members of the ASSOCIATION Board of Trustees shall be delegates ex officio with vote, excepting the ASSOCIATION Executive Director who shall have no vote.

D. All past presidents of the ASSOCIATION who are current members.

E. All current members of the ASSOCIATION shall have floor privileges at a session of the ASSOCIATION House of Delegates.

F. All past speakers of the House of Delegates of the ASSOCIATION who are current members.

G. The Pharmacy Technician Trustee currently serving on the Board of Trustees may serve with full voting privileges

H. Designated Practice Settings. Each practice setting represented by the Designated  Trustees will have two (2) delegate seats available with full voting privileges.  The Designated Trustee practice settings are: Academia, Independent, Long Term Care/Consultant, Chain, Health System, Compounding, and Pharmacy Technician.  Designated Practice Setting delegates must be APA members in good standing and may apply with the House Secretary to serve in this capacity.  Their presence is required in order to serve.

ARTICLE II. DUTIES

The ASSOCIATION House of Delegates shall be charged with the following duties and responsibilities:

A. Interpret the objectives of the ASSOCIATION as stated in the Constitution in terms of contemporary requirements.

B. Serve as the legislative and policy-forming body of the ASSOCIATION.

C. Consider all proposals emanating from the ASSOCIATION Board of Trustees, ASSOCIATION subdivisions, practice settings, and affiliated organizations, ASSOCIATION Standing and Special Committees, Delegates and Delegates Ex Officio.

D. Transact all general business of the ASSOCIATION not otherwise specified in the Constitution and By-Laws of the ASSOCIATION.

E. Adopt rules for the conduct of its business, which shall be consistent with the Constitution and By-Laws of the ASSOCIATION. 

Notwithstanding the foregoing, any member of the House of Delegates who is not an employer within the meaning of Section 3(5) of ERISA shall not participate or vote in any policy or decisions regarding the creation or governance of any MEWA sponsored by the Alabama Pharmacy Association, any trust related thereto, or any benefit offered to members of the Alabama Pharmacy Association that constitutes an “employee welfare benefit plan” under Section 3(1) of ERISA.

ARTICLE III. APPOINTMENT OF DELEGATES, ALTERNATE DELEGATES AND DELEGATES EX-OFFICIO.

A. Delegates. Each ASSOCIATION subdivision or affiliated organization shall petition and certify to the Secretary of the ASSOCIATION House of Delegates each year its intent to be represented at the next session of the ASSOCIATION House of Delegates, and the number of delegates authorized as provided in Chapter II, Article I of the ASSOCIATION By-Laws.

B. Alternate Delegates. Each ASSOCIATION subdivision or affiliated organization is entitled to elect or appoint one (1) or more alternate delegates not to exceed the number of delegates permitted for each ASSOCIATION subdivision or affiliated organization.

C. At the first general session of the ASSOCIATION Annual Convention, the Speaker of the ASSOCIATION House of Delegates will make available upon request the names of each recognized ASSOCIATION subdivision and affiliated organization, and their appointed or elected delegates and alternate delegates. Additional delegates as provided in Chapter II, Article I of the ASSOCIATION By-Laws may be recognized at the first general session of the ASSOCIATION Annual Convention.

Delegates Ex-Officio. No alternate delegate shall be appointed or elected for a Delegate Ex-Officio.

No person may serve as a delegate in more than one capacity.

ARTICLE IV. TERM OF OFFICE

A. Delegates and Alternate Delegates. The term of office of the Delegates and Alternate Delegates shall be for one (1) year beginning with the same yearly meeting at which they are originally seated and ending when their successors are seated the following year, as certified by each ASSOCIATION subdivision or affiliated organization unless otherwise specified in the ASSOCIATION By-Laws.

B. Delegates Ex Officio. The term of office of the Delegates Ex Officio shall be for the term of their service in their respective offices.

ARTICLE V. OFFICERS

A. Organization. The Officers of the ASSOCIATION House of Delegates shall consist of a Speaker, Speaker-Elect, and a Secretary. The ASSOCIATION Executive Director shall serve as Secretary of the ASSOCIATION House of Delegates.

B. Duties. The Officers of the ASSOCIATION House of Delegates shall arrange the program for all meetings of the ASSOCIATION House of Delegates.

1. Speaker. The Speaker of the ASSOCIATION House of Delegates in collaboration with the ASSOCIATION Board of Trustees shall delegate recommendations of the ASSOCIATION House of Delegates to the appropriate ASSOCIATION Officer(s), standing committee(s), special committee(s), and/or subdivision(s). The Speaker shall report to the ASSOCIATION House of Delegates the action taken in all adopted items from the previous gathering of the ASSOCIATION House of Delegates. At the first general session of the ASSOCIATION Annual Convention, the Speaker of the ASSOCIATION House of Delegates will make available the names of each recognized ASSOCIATION subdivision and affiliated organization, and their appointed or elected delegates and alternate delegates. The Speaker of the ASSOCIATION House of Delegates shall in collaboration with the Secretary of the ASSOCIATION House of Delegates properly categorize all adopted resolutions and policy statements emanating from the ASSOCIATION House of Delegates. The Speaker shall appoint a Parliamentarian to serve as advisor on all questions of parliamentary procedure during gatherings of the ASSOCIATION House of Delegates. The Speaker shall serve on the Organizational Affairs Committee as a voting member.

2. Speaker-Elect. The Speaker-Elect of the ASSOCIATION House of Delegates shall serve in the absence of the Speaker of the ASSOCIATION House of Delegates, and shall assist in any or all duties of the Speaker. The Speaker-Elect shall serve on the Organizational Affairs Committee as a voting member.

3. Secretary. The Secretary of the ASSOCIATION House of Delegates shall assist in any or all duties of the Speaker and other Officers of the ASSOCIATION House of Delegates. The Secretary of the ASSOCIATION House of Delegates will assure proper publication of all recommendations and business of the ASSOCIATION House of Delegates, and prepare the lists of elected or appointed delegates and alternate delegates to the ASSOCIATION House of Delegates representing each recognized ASSOCIATION subdivision and affiliated organizations. The Secretary of the ASSOCIATION House of Delegates shall monitor and maintain the records of all ASSOCIATION House of Delegates business, including adopted ASSOCIATION resolutions, recommendations, and policy statements.

C. Qualifications.  Nominees for Speaker and Speaker-Elect must have been ASSOCIATION Active members in good standing for a minimum of two (2) years

D. Nomination and Election. The Speaker and Speaker-Elect of the ASSOCIATION House of Delegates shall be elected by the delegates to the ASSOCIATION House of Delegates from nominations presented by the ASSOCIATION Nominations Committee appointed in accordance with the ASSOCIATION By-Laws. Nominations may also be made from the floor.

E. Installation. The Speaker and Speaker-Elect of the ASSOCIATION House of Delegates shall be installed at the same yearly meeting of the ASSOCIATION House of Delegates in which they are elected.

F. Term of Office. The Speaker and Speaker-Elect of the ASSOCIATION House of Delegates shall serve one (1) year, beginning with the yearly meeting at which they were installed and terminating with the next yearly meeting of the ASSOCIATION House of Delegates, when the Speaker-Elect shall ascend to the office of Speaker of the ASSOCIATION House of Delegates, and a new Speaker-Elect shall be elected and installed anew.

In the event that the Speaker of the House of Delegates cannot fulfill the full term of his/her office, the elected Speaker-Elect will serve as interim Speaker through the end of the original Speaker’s term followed by one (1) full term as Speaker.

In the event that the Speaker-Elect of the House of Delegates cannot fulfill the full term of his/her office, the ASSOCIATION Board of Trustees shall appoint an interim Speaker-Elect until the next regular election. An appointed interim Speaker-Elect shall not assume the office of Speaker at the end of their term and must be elected to the Speaker office as provided in Chapter II, Article V, Section C of the ASSOCIATION By-Laws.

ARTICLE VI. MEETINGS – QUORUM

A. Regular Meetings. The ASSOCIATION House of Delegates shall meet the last business session of the ASSOCIATION Annual Convention.

B. Special Meetings. Special Meetings of the ASSOCIATION House of Delegates may be called in the interim between Annual Conventions of the ASSOCIATION at the call of the Speaker with the consent of the ASSOCIATION Board of Trustees, or by a resolution passed by a majority of the ASSOCIATION Board of Trustees, or upon written request of one-third (1/3) of the certified delegates to the ASSOCIATION House of Delegates.

C. Quorum. One-fourth (1/4) of the total number of certified delegates to the ASSOCIATION House of Delegates must be present at any regular or special meeting of the ASSOCIATION House of Delegates to constitute a quorum for the transaction of business.

ARTICLE VII. RESOLUTIONS AND POLICY STATEMENTS

A. All resolutions offered for consideration by the ASSOCIATION House of Delegates shall be submitted to the Secretary and shall be presented to the membership at the first general session of the ASSOCIATION Annual convention. Delegates shall be able to offer resolutions for consideration from the floor of the House of Delegates meeting upon a call from the Speaker.

B. The Speaker of the ASSOCIATION House of Delegates, in collaboration with the other Officers of the ASSOCIATION House of Delegates shall categorize all adopted business items of the House, where appropriate, as an ASSOCIATION resolution or ASSOCIATION policy statement. Adopted ASSOCIATION resolutions and policy statements that constitute action directives emanating from the ASSOCIATION House of Delegates shall be implemented by the ASSOCIATION Board of Trustees. The Speaker shall report to the ASSOCIATION House of Delegates the action taken on all adopted items from the previous gathering of the ASSOCIATION House of Delegates. ASSOCIATION policy statements shall be official positions of the ASSOCIATION on topics to which they address, and may originate from adopted ASSOCIATION resolutions which are presented by the Officers of the ASSOCIATION House of Delegates to the delegates for ratification. ASSOCIATION resolutions and policy statements may be archived together or apart in a manner that permits their ease of identification and reference.

CHAPTER III – BOARD OF TRUSTEES

ARTICLE I. COMPOSITION

A. Board of Trustees. The Association Board of Trustees shall consist of the President, the President-Elect, the Vice President, the Treasurer, the Speaker and Speaker-Elect of the House of Delegates, the immediate Past President, Designated and Ken-designated Trustees, a student representative from Auburn University Harrison School of Pharmacy and Samford University McWhorter School of Pharmacy as appointed by the Executive Committee with input from the ASSOCIATION  Executive Director, and the ASSOCIATION Executive Director as ratified by the Executive Committee. The Officer positions on the Board of Trustees are President, President-Elect, Vice-President, Immediate Past President, Treasurer, and Speaker and Speaker­ Elect of the House of Delegates. The Student Representatives shall be non-voting members of the Board of Trustees.

B. Ex-Officio Members of the Board of Trustees. The ASSOCIATION Executive Director, the Dean of the Auburn University Harrison School of Pharmacy and the Dean of the Samford University McWhorter School of Pharmacy shall serve as Ex-Officio members of the Board of Trustees. The Executive Committee of the ASSOCIATION Board of Trustees may appoint individuals from other organizations as ex-officio members of the ASSOCIATION Board of Trustees.  All ex-officio members shall be non-voting members of the ASSOCIATION Board of Trustees.

C. Executive Committee of the Board of Trustees. The Executive Committee of the ASSOCIATION Board of Trustees shall consist of the President, the President-Elect, the Vice President, the Treasurer, and the immediate Past President.

D. Executive Director. The ASSOCIATION Executive Director shall serve as permanent Secretary to the ASSOCIATION Board of Trustees and the Executive Committee of the ASSOCIATION Board of Trustees without voting privileges.

ARTICLE II. DUTIES

A. Executive Committee. The ASSOCIATION Executive Committee shall be charged with the following duties and responsibilities:

1. It shall recommend the agenda for any meeting of the ASSOCIATION Board of Trustees.
It shall be responsible to the ASSOCIATION Board of Trustees for the performance of the ASSOCIATION Executive Director and office staff.

2. It shall recommend to the ASSOCIATION Board of Trustees the engagement and dismissal of the ASSOCIATION Executive Director and the emolument of officers.

3. It shall be responsible to the ASSOCIATION Board of Trustees for performance appraisal and compensation of the ASSOCIATION Executive Director.

4. It shall report to the ASSOCIATION Board of Trustees any derived decisions and/or actions undertaken that constitute or affects ASSOCIATION policy; provided, however, that any member of the ASSOCIATION Executive Committee who is not an employer within the meaning of Section 3(5) of ERISA shall not participate or vote in the decisions regarding or appointment of the Insurance Committee or in any decisions regarding or governance of any MEWA sponsored by the Alabama Pharmacy Association, any trust related thereto, or any benefit offered to members of the Alabama Pharmacy Association that constitutes an “employee welfare benefit plan” under Section 3(1) of ERISA.

5. It shall ratify an annual budget for the ASSOCIATION as presented by the ASSOCIATION Treasurer. A copy of the ratified budget shall be made available to all Board of Trustee members upon approval.

B. The ASSOCIATION Board of Trustees shall be charged with the following duties and responsibilities:

1. It shall carry out the policies, resolutions and/or directives presented by the ASSOCIATION House of Delegates.

2. It shall act for the ASSOCIATION and for the ASSOCIATION House of Delegates in the interim between meetings.

3. It shall supervise all property, funds, and finances of the ASSOCIATION.

4. It shall engage and dismiss the Executive Director and emoluments of officers based on a report from the ASSOCIATION Executive Committee.

5. It shall have oversight authority of all ASSOCIATION publications.

6. It shall fix the dues of membership in the ASSOCIATION.

7. It shall ratify the Standing and any Special Committee Chairs appointed by the ASSOCIATION President, and periodically review, when necessary, recommendations emanating from the ASSOCIATION Standing and any Special Committees.

8. It shall establish geographical districts or divisions of the ASSOCIATION.

9. It shall submit an annual report through the ASSOCIATION Executive Director at the Annual Convention of the ASSOCIATION.

10. It shall perform such other functions as may be designated in the ASSOCIATION By-Laws or as maybe assigned from time to time by the ASSOCIATION Executive Committee and the ASSOCIATION House of Delegates.

11. It shall determine, where appropriate, the various ASSOCIATION awards and honors bestowed each year during ceremonies.

12. It shall appoint the membership of the Awards Committee in accordance with Chapter 5, Article I of the ASSOCIATION Bylaws.

13. It shall appoint the membership of the ASSOCIATION PAC Board.

Notwithstanding the foregoing, any member of the ASSOCIATION Board of Trustees who is not an employer within the meaning of Section 3(5) of ERISA shall not participate or vote in the decisions regarding or appointment of the Insurance Committee or in any decisions regarding or governance of any MEWA sponsored by the Alabama Pharmacy Association, any trust related thereto, or any benefit offered to members of the Alabama Pharmacy Association that constitutes an “employee welfare benefit plan” under Section 3(1) of ERISA.

ARTICLE III. ELECTION OF THE BOARD OF TRUSTEES

A. Officers and Trustees.

1. Nominations. The ASSOCIATION Nominations Committee shall submit nominees for the office of President-Elect, Vice President, Treasurer, Speaker-Elect of the House of Delegates, and Trustees. The names of nominees, recommended by the Nominations Committee, shall be made available to the ASSOCIATION membership, thirty (30) days prior to the ASSOCIATION Annual Convention. The nominees shall be presented to the membership during the ASSOCIATION Annual Convention. Additional nominations from members in good standing may be made for the officers and trustees from the floor of the ASSOCIATION Annual Convention, under the Rules of Order of the By-Laws. All information on candidates, in accordance with the By-Laws, shall be received at the ASSOCIATION office no later than November 1 of each year. In the event the required information is not received on or before November 1, the candidate’s name shall be published in the ballot with no biographical sketch or photograph.

2. Election.

a) Each nominee for officer and trustee shall submit to the ASSOCIATION office not later than November 1 of each year, a photograph and a brief biographical sketch, not to exceed 150 words. The ASSOCIATION office shall prepare an election bulletin with biographical sketches and photographs of all candidates, arranged in alphabetical order for each office. Such bulletin shall be made available electronically or shall be mailed along with a ballot and return addressed envelope to all voting members of the ASSOCIATION, no later than January 1st. Voting members shall submit their ballots on or before midnight January 31st. Pharmacy Technician members in good standing shall vote in the election of the Pharmacy Technician Trustee position on the Board of Trustees.

b) By the end of February, a committee appointed by the ASSOCIATION President and approved by the ASSOCIATION Board of Trustees, shall open and tally the ballots if the election was conducted with written ballots. In the event the election was conducted electronically, the Executive Director shall maintain the records of total votes received on file at the APA office. The nominees receiving the majority of votes shall be declared elected. If no single nominee shall receive a majority of votes cast for the office/tustee position, a run-off shall be held between the nominees receiving the two highest numbers of votes for each office/trustee position in the following manner:

1) A second election bulletin shall be prepared containing the names of the nominees receiving the two highest numbers of votes for each office/trustee position affected. The ASSOCIATION office shall make the election bulletin available electronically or shall send the election bulletin, along with a ballot and return addressed envelope, to all voting ASSOCIATION members as of 30 days of the second ballot mailing.

2) Voting members shall submit their ballot electronically or shall mark, seal and mail the ballot to the address specified within 30 days after the mailing of the second ballot.

3) Within 30 days after the close of the run-off election, a committee appointed by the ASSOCIATION President and approved by the ASSOCIATION Board of Trustees, shall open and tally the ballots and the nominee receiving the majority of votes shall be declared elected.

4) If a tie vote should occur in the run-off election, a general election will be held at the first general session of the ASSOCIATION Annual Convention, with a majority vote deciding the winner.

5) In the event there is only one nominee for an office/trustee position, the President of the ASSOCIATION shall cast a ballot for the ASSOCIATION membership. Ballots and/or pertinent records shall remain on file in the ASSOCIATION office until such time as elected officers and trustees take office.

3. Qualifications of Officers. Nominees for all officers must have been ASSOCIATION Active members in good standing for a minimum of three (3) years. Nominees for all officers must have been licensed pharmacists for a minimum of five (5) years. Nominees for ASSOCIATION President and President-Elect and Vice-President must have served a minimum of one (1) term on the ASSOCIATION Board of Trustees.

B. Trustees - Designated and Non-Designated.

1. Designated Trustees. There shall be seven (7) designated  trustee posi tions on the ASSOCIATION Board of Trustees representing practice settings and pharmacy technicians as follows: Academia, Independent, Long Term Care/Consultant, Chain, Health System, Compounding, and Pharmacy Technician.

2. Non-Designated Trustees. There shall be four (4) non-designated trustee positions on the ASSOCIATION Board of Trustees.

3. Qualifications. All Trustees, both designated and non-designated, must have been ASSOCIATION Active members in good standing for a minimum of two (2) years with the exception of the Pharmacy Technician Trustee. Pharmacy Technician Trustees must have been ASSOCIATION Pharmacy Technician members in good standing for a minimum of two (2) years.

4. Duties. Designated Trustees shall serve as a representative and voice for the membership of their respective practice setting or membership group. Non-designated Trustees shall serve as a representative and voice for the general membership. All Trustees shall serve as voting members of the Board of Trustees.

C. Term of Office.

1. The ASSOCIATION President-Elect shal l assume the duties of ASSOCIATION President at the ASSOCIATION Annual Convention the year following his/her election as ASSOCIATION President-Elect. The ASSOCIATION Vice-President shall be elected for a term of one year. The ASSOCIATION Treasurer shall be elected for a term of two (2) years. The ASSOCIATION Designated Trustees shall be elected for a term of two (2) years. ASSOCIATION Non-Designated Trustees shall be elected for a term of two (2) years. All even-numbered non-designated trustees shall be elected so they may be installed in even numbered years. All odd numbered non-designated trustees shall  be elected so they may be installed in odd numbered years. All newly elected and appointed ASSOCIATION Board  members shall take office at the ASSOCIATION Annual Convention, and shall continue in office until their successors are installed.

2. At the request of any elected officer  or trustee, or if in the opinion of the Executive Committee, any elected  officer  or trustee cannot fulfill  the full term of their office; the ASSOCIATION Board of Trustees shall appoint  an interim officer/trustee, until the next regular election.  In the event that the ASSOCIATION  President-Elect cannot  fulfill his/her term, a special election shall be held for the office of ASSOCIATION President-Elect.

3. Designated and  Non-Designated Trustees shall serve no more than two (2) consecutive full terms.  In the event a trustee  is elected/appointed to serve as an interim  trustee for a partial term, they shall be el igible to serve two additional full terms consecutively.

D. Duties of Officers.

1. President. The ASSOCIATION President shall preside at all General sessions of the ASSOCIATION and shall perform the customary and parliamentary duties established by usage. The President shall prepare a complete report to be presented at each ASSOCIATION Annual Convention or Interim Meeting. The President shall appoint the Chairs  of ASSOCIATION Standing and any Special Committees and shall submit the names of these appointments for ratification to the ASSOCIATION Board ofTrustees. The President shall appoint  a Parliamentarian to serve as advisor on all questions of parliamentary procedure during meetings of the ASSOCIATION as appropriate. The President shall be a voting ex-officio member of all ASSOCIATION committees except the Nominations Committee, the Audit Committee, the Awards Committee, and the Insurance Committee. The President shall be a voting member of the ASSOCIATION Board of Trustees and Executive Committee. Following installation of his/her successor, he/she shall serve for one-year (1) as a voting member of the ASSOCIATION Board of Trustees and Executive Committee in the capacity of immediate past-president.

2. President-Elect. The ASSOCIATION President-Elect shall assume all duties and powers of the President in the temporary absence of the ASSOCIATION President and shall assume responsibilities designated to him/her by the President. The President-Elect shall be a voting member of the ASSOCIATION Board of Trustees and Executive Committee.

3. Vice President. The ASSOCIATION Vice President shall, in the temporary absence of the ASSOCIATION President and President-Elect, assume all duties and powers of the President and shall perform such duties as may be designated to him/her by the President. The ASSOCIATION Vice President shall be a voting member of the ASSOCIATION Board of Trustees and Executive Committee.

4. Treasurer. The ASSOCIATION Treasurer shall be the custodian of all monies, securities, and deeds belonging to the ASSOCIATION and shall hold the same subject to the direction and disposition of the ASSOCIATION Board of Trustees. The ASSOCIATION Treasurer shall submit a true and correct copy of the audited financial statement of the financial affairs at a general session of the ASSOCIATION Annual Convention accompanied by such explanation as may be necessary for comprehension. The Treasurer shall be a voting member of the ASSOCIATION Board of Trustees and Executive Commitee.

5. Executive Director. The ASSOCIATION Executive Director shall serve as general manager of the ASSOCIATION  and shall have executive supervision over its activities, including direction of and responsibility for the headquarters and the activities of the ASSOCIATIO carried on therein, subject to such limitations as are otherwise specified in the ASSOCIATION By-Laws or by action of the ASSOCIATION  Board of Trustees. The Executive Director shall be responsible for all records of membership and the collection of dues, remitting reports of same to the Treasurer, shall supervise the ASSOCIATION public relations acti vities including news releases, official publications, correspondence, and such meetings as the ASSOCIATION Board of Trustees may designate; shall verify credentials of ASSOCIATION  nominees; shall prepare official programs; and shall engage, dismiss and determine the salaries of the office staff ·within the budgetary limits as prescribed by the ASSOCIATION Executive Committee; shall engage, dismiss and supervise performance of contracted services within the budgetary limits as prescribed by the ASSOCIATION  Executive Committee; and shall perform such other duties as may be designated by the ASSOCIATION Board of Trustees or ASSOCIAITON Executive Committee. The Executive Director shall serve as an ex-officio member and secretary of the Board of Trustees and Executive Committee; and as secretary of the House of Delegates.

ARTICLE IV. INSTALLATION

All officers and members of the Board of Trustees shall be installed at the ASSOCIATION’s Annual Meeting immediately following their election.

ARTICLE V. QUORUM

A. Meetings. The ASSOCIATION Board of Trustees shall meet as required to conduct business. It may meet at such other times as it may determine, or at the call of the ASSOCIATION President, or on a call signed by a quorum of the ASSOCIATION Board of Trustees. The ASSOCIATION Board of Trustees may conduct closed executive sessions; otherwise its meetings are open to current ASSOCIATION members.

B. Quorum. Fifty percent (50%) of the ASSOCIATION Board of Trustees voting members shall constitute a quorum for the transaction of business.

CHAPTER IV – FINANCES

ARTICLE I. SOURCE OF FUNDS

The necessary funds for carrying on activities of the ASSOCIATION may be derived from membership dues, assessments, publications, exhibits, investments, advertising, contributions, grants, and other sources approved by the ASSOCIATION Board of Trustees.

ARTICLE II. DESIGNATION OF BANKS AND INVESTMENTS

The ASSOCIATION Treasurer shall designate, subject to approval by the ASSOCIATION Executive Committee, the bank or banks in which monies, funds, securities and other assets received and held by the ASSOCIATION shall be kept.

ARTICLE III. STIPULATION ON MONIES AND FUNDS

All bank books, securities, deeds, and investments belonging to the ASSOCIATION shall be held in the name of the ALABAMA PHARMACY ASSOCIATION, and the ASSOCIATION Treasurer as custodian shall keep the accounts of these. Such accounts shall carry the names of the Executive Director of the ASSOCIATION and other members as designated by the ASSOCIATION Board of Trustees.

ARTICLE IV. INVESTMENT OF MONIES AND FUNDS

The monies or funds of the ASSOCIATION, unless otherwise specified, may be invested by the ASSOCIATION Treasurer in recognized investment programs under such policies as may be established by the ASSOCIATION Board of Trustees.

ARTICLE V. BONDING

The ASSOCIATION Executive Director, the Treasurer, and such other officers and employees as the ASSOCIATION Board of Trustees may direct and shall be bonded for the proper care and disposition of the ASSOCIATION funds. The expense of such bonds shall be paid by the ASSOCIATION, including any bonding as may be required by ERISA for any MEWA or other employee benefit program sponsored by the ASSOCIATION.

ARTICLE VI. DISBURSEMENTS

The ASSOCIATION Board of Trustees shall allocate sufficient funds for the maintenance of the ASSOCIATION. All propositions by the ASSOCIATION or the ASSOCIATION House of Delegates involving an expenditure of ASSOCIATION funds shall be submitted to the ASSOCIATION Board of Trustees for consideration and final disposition. All checks shall be signed by the Executive Director of the ASSOCIATION or other members as designated by the ASSOCIATION Board of Trustees.

ARTICLE VII. FISCAL YEAR

The fiscal year of the ASSOCIATION shall be set by the ASSOCIATION Board of Trustees.

ARTICLE VIII. AUDITING OF ACCOUNTS

The ASSOCIATION Treasurer shall designate, subject to approval by the ASSOCIATION Board of Trustees, a certified public accountant that shall audit accounts of the ASSOCIATION as directed by the ASSOCIATION Board of Trustees and prepare such reports and forms as are required.

ARTICLE IX. REPORTING

The ASSOCIATION Treasurer shall submit a true and correct copy of the audited financial statement of the financial affairs to assembled ASSOCIATION membership at a general session of the ASSOCIATION Annual Convention. This report shall be made available to any current member upon written request.

CHAPTER V – COMMITTEES

ARTICLE I. STANDING COMMITTEES

A. List. The ASSOCIATION shall maintain the following Standing Committees: Nominations Committee; Educational Affairs Committee; Organizational Affairs Committee; Insurance Committee, Audit Committee; Awards Committee, and Membership/Member Benefits Committee.

B. Composition. Members in good standing may volunteer to serve on these committees with the exception of the Audit Committee whose membership is designated by Board position; the Insurance Committee whose members shall be elected by those Active members who are also "employers" within the meaning of Section 3(5) of ERISA in such manner as may be determined by the Board; the  Nominations Committee; and the Awards Committee. The Nominations Committee shall be comprised of five (5) members. The Immediate Past President once removed whose term has just expired on the Board of Trustees shall serve as Chair of the Nominations Committee. The Nominations Committee shall also have four (4) Active members not serving on the Board of Trustees, none of whom may practice in the same setting of pharmacy shall be appointed by the Board of Trustees for a term of one year. All four of these members shall have been Active members in good standing for a minimum of two (2) years prior to appointment. The Awards Committee membership shall be appointed by the Board of Trustees and shall be comprised of seven (7) members, one of which shall be an ASSOCIATIOPast President, and the remaining six members shall be active members reflective of the diversity of the membership. All members of the Awards Committee must have been a member in good standing for a minimum of three (3) years prior to appointment.  Awards Committee members shall serve a term of two (2) years with the exception  of the Past President member who shall serve a term of one (1) year. In order to stagger the terms initially, two (2) of the members shall serve a four (4) year term, two (2) shall serve a three (3) year term, and two (2) shall serve a (2) year term. The number of members serving on a Standing Committee may vary, limited only by reason and facility with the exception of the Audit Committee, the  Nominations Commi ttee, and the Awards Committee whose membership is defined. There shall be a Chair appointed to each ASSOCIATION Committee. The Chair of each ASSOCIATIO r Committee shall be appointed by the President other than the Insurance Committee, the Audit Committee, the  Nominations Committee, and the Awards Committee. The Chair for the Audit Committee shall be the APA Treasurer. The Chair for the Insurance Committee and the Awards Committee shall be elected by its members. The Chair for the             Nominations Committee shall be the Immediate Past President once removed.

C. Duties. Each ASSOCIATION Standing Committee shall be charged with performing such functions as the ASSOCIATION Board of Trustees or the By-Laws may designate.  Notwithstanding the foregoing, the ASSOCIATION Insurance Committee shall be charged exclusively with the power and authority for making decisions regarding or governance of any MEWA sponsored by the Alabama Pharmacy Association, any trust related thereto, or any benefit offered to members of the Alabama Pharmacy Association that constitutes an “employee welfare benefit plan” under Section 3(1) of ERISA.

D. Quorum. A majority of the members of any Standing Committee shall constitute a quorum of that Committee for the transaction of business.

E. Meetings. Each Standing Committee of the ASSOCIATION shall meet as often as necessary in order to complete the charge assigned to it by the President or Board of Trustees of the ASSOCIATION or House of Delegates.

F. Reporting. Each ASSOCIATION Standing Committee shall prepare a report of its activities and make this report available to the ASSOCIATION membership. 

G. Terms. Each Standing Committee shall operate for a term of one (1) year which shall begin on the last day of the ASSOCIATION Annual Convention and continue until the last day of the ASSOCIATION Annual Convention of the ensuing year. There is no limit to the number of terms a member may serve or the number of committees on which they may serve simultaneously.

ARTICLE II. SPECIAL COMMITTEES & TASK FORCES

The ASSOCIATION President shall appoint such Special Committees [e.g., Museum Committee, Ethics and Grievance Committee] and Task Forces as may be necessary to serve until the end of the next ASSOCIATION Annual Convention following their appointment. These Special Committees may vary in number and shall perform duties as may be designated by the President of the Board of Trustees of the ASSOCIATION. The Chair of each Special Committee or Task Force shall be appointed by the ASSOCIATION President, with approval by the ASSOCIATION Board of Trustees.

A. Quorum. A majority of the members of any Special Committee or Task Force shall constitute quorum of the Committee for the transaction of business.

B. Meetings. Special Committees or Task Forces of the ASSOCIATION should meet as often as necessary in order to complete the charge assigned to it by the President or Board of Trustees of the ASSOCIATION.

C. Reporting. Each ASSOCIATION Special Committee or Task Force shall prepare a report of its activities and make this report available to the ASSOCIATION membership.

CHAPTER VI – SELECTION OF STATE BOARD OF PHARMACY NOMINEES

ARTICLE I. LEGAL REQUIREMENT

In accordance with the Pharmacy Practice Act (Session 34-23-90, Code of Alabama) the ASSOCIATION shall submit names for consideration in the manner specified in the Alabama law.

ARTICLE II. NOMINATIONS AND SELECTION

On or before August 1, 1994, and each five years thereafter, or whenever a vacancy occurs in the designated position for a chain pharmacist, the ASSOCIATION shall submit a list of three (3) nominees to the Governor. The Board of Trustees of the ASSOCIATION shall select a committee of five (5) chain pharmacists who are members of the ASSOCIATION to serve as a Selection Committee. No more than one (1) pharmacist from any particular chain shall serve on the Selection Committee. No one on the committee shall be a candidate. Individuals and companies may submit the names of chain pharmacists actively engaged in the practice of pharmacy, or pharmacy administration, or both and who have been licensed to practice pharmacy in Alabama for a minimum of five (5) years.

On or before August 1, 1997 and each five (5) years thereafter, or whenever a vacancy occurs in the designated position for an independent pharmacist, the ASSOCIATION shall submit a list of three (3) nominees to the Governor. Only pharmacists who are actively engaged in an independent practice may participate in the total nominating process of the independent pharmacist position. Pharmacists meeting the above criteria may submit the names of independent pharmacists actively engaged in the practice of pharmacy, or pharmacy administration, or both. The independent pharmacist members of the House of Delegates of the ASSOCIATION, at an ASSOCIATION Annual Convention, shall narrow the list of nominees down to three (3) names to be submitted to the Governor for selection.

On or before August 1, 1995, and each five (5) years thereafter, and on or before August 1, 1998, and each five (5) years thereafter, or whenever a vacancy occurs in a non-designated position, the Board of Trustees of the ASSOCIATION shall select a committee of five (5) pharmacists who are members of the ASSOCIATION to serve as a Selection Committee. No one on the committee shall be a candidate. The committee shall receive names of pharmacists actively engaged in pharmacy practice or administration, or both, from companies and individuals. The committee shall narrow the list of nominees to two (2) names to be sent to the Alabama State Board of Pharmacy, to be placed on a statewide ballot and mailed to all of Alabama licensed pharmacists.

The qualifications of all nominees will be checked by the ASSOCIATION Executive Director. Each nominee shall submit information including a biographical sketch of no more than 150 words. This submitted information shall be furnished to the members of the appropriate ASSOCIATION Selection Committee, or ASSOCIATION House of Delegates not later than thirty (30) days prior to the meeting of the House of Delegates, at which time the ASSOCIATION Selection Committee, or ASSOCIATION House of Delegates, shall ballot for the appropriate number of nominees. The designated number of names receiving the highest total vote resulting from said ballot shall be announced at the ASSOCIATION Annual Convention. A canvassing committee of three (3) delegates appointed by the Speaker of the ASSOCIATION House of Delegates shall tabulate the independent pharmacist vote.

CHAPTER VII – Amendments

Every proposition to alter or amend the By-Laws of the ASSOCIATION shall be subject to the following procedure:

It shall be submitted in writing to the Speaker of the ASSOCIATION House of Delegates at least forty-five (45) days prior to the Annual Convention. The proposed change shall be made available to the active members at least thirty (30) days prior to the Annual Convention. It shall be made available at the first General Session of the Annual Convention and shall be considered by the ASSOCIATION House of Delegates. Following approval by the ASSOCIATION House of Delegates, it shall be submitted to all active members and shall be balloted no later than 60 days following the ASSOCIATION Annual Convention. Upon receiving the affirmative vote of two-thirds (2/3) of the eligible members voting, it shall become a part of the By-Laws.

Document Maintenance. Each time the ASSOCIATION By-Laws are amended, the entire document must be re-written to reflect the changes within 30 days after adoption. A written copy, notarized by a disinterested party, affixed with appropriate revised date, shall serve as the official document. A copy of the document shall be maintained in the ASSOCIATION office and made available to any ASSOCIATION member upon request.

Revised and Adopted September 12, 2016

 
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