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Adopted by the Board on 12/8/08 in Washington, D.C.

ARTICLE I - NAME.

The name of the organization is the Northeast Legislative Association on Prescription Drug Prices, which is known as, and is doing business as, the National Legislative Association on Prescription Drug Prices, hereinafter referred to as the "Association."

ARTICLE II - PURPOSE AND PRACTICE.

Section 2.01 Purpose.
The purpose of the Association is to make prescription drugs more affordable and accessible to the people of United States, especially by reducing prescription drug prices.

Section 2.02 Practice.
In working to achieve its purpose, the Association shall:

(a) Serve as a clearinghouse for research and information on matters relating to the pricing of prescription drugs;
(b) Provide a forum for the discussion, development and coordination of public policy strategies to reduce prescription drug prices;
(c) Encourage and support the enactment of legislation to reduce prescription drug prices;
(d) Initiate and coordinate communication with members of the United States Congress and with federal agencies to promote federal laws and policies to reduce prescription drug prices;
(e) Provide a forum for the discussion and development of any other public policies and strategies that may provide greater access to pharmacy benefits at a fair price; and
(f) Urge development and enhancement of federal and state insurance assistance programs offering prescription drug coverage.

Section 2.03 IRS Compliance.
Notwithstanding any other provision of these bylaws, the Association shall not carry on, nor explicitly or implicitly authorize any agent or employee of the Association to carry on, any other activities not permitted to be carried on by section 501(c)(4) of the Internal Revenue Code as amended.

Section 2.04 Equal Employment Opportunity.
The Association is an equal opportunity employer. The Association does not discriminate against any employees and perspective applicants for employment because of age, sex, race, color, sexual orientation, religion, gender identity, national origin, physical disability or military status. Employment and promotion opportunities are open to qualified individuals solely on the basis of their education, training, experience, aptitudes and abilities.

ARTICLE III - ORGANIZATION.

Section 3.01 Membership.
Members of the Association shall consist of General and Individual Members.

3.01.01 Legislative Chambers. Any legislative chamber of any state may join the Association upon submission to the Association of an expression of intent, such as a resolution or letter from the presiding officer, and the payment of dues in the amount determined by the Governing Board of the Association. For purposes of these bylaws, the term ?state? shall include the District of Columbia or any other territory or commonwealth of the United States unless otherwise noted.

(a) Generally. Each legislative chamber that joins the Association is entitled to appoint up to three of its members to serve as General Members in the Association; provided, that no more than two such members be from the majority political party of that legislative chamber.
(b) Appointment. A legislative chamber shall appoint General Members to the Association through an expression of intent by the presiding officer of the legislative chamber, such as a resolution or letter, or in the manner that appointments are made to standing committees in that legislative chamber. Each appointment should coincide with the Legislature?s legislative biennial session. A presiding officer in a legislative body may be appointed to the Association.
(c) Term. A General Member shall maintain his or her appointment to the Association until replaced by the presiding officer of his or her legislative chamber.

3.01.02 Individual Members. A state legislator who has not been appointed by the legislator?s presiding officer may join the Association as an Individual Member upon the acceptance of that legislator?s application by the Executive Committee or its designee, and payment of dues in the amount determined by the Governing Board.

3.01.03 Nonprofit Law. General and Individual Members are not directors, officers, employees or agents of the Association within the meaning of Section 714 of the Maine Nonprofit Corporation Act.

Section 3.02 Governing Board.

3.02.01 Generally. There shall be a Governing Board of Directors (?Board?) within the Association. The Board shall exercise general supervision over the affairs of the Association.

3.02.02 Directors. The Board shall consist of up to ten Directors, six of whom shall be General Members in the Association and four of whom shall be either General or Individual Members in the Association.

3.02.03 Election. The Members of the Association shall biennially elect the Directors from a slate nominated by the Executive Committee. In making its nominations, the Executive Committee shall seek to achieve geographic diversity. The election of the Directors shall coincide if practicable with the first meeting of the Association in the calendar year following the biennial national, general election.

3.02.04 Resignation. A Director may resign his or her position on the Board at any time. A Director who no longer holds elected office from his or her state shall be treated as having resigned. In the event of resignation, the remaining Directors may appoint an acting replacement until a new election is made at the next Member meeting.

3.02.05 Meetings. The Board shall meet at least once each calendar year, which may coincide with a Member meeting. Written notice stating the place, day and hour of a meeting of the Board shall be delivered either personally, by mail, facsimile, or by email to each Director at least 14 days before the date of the meeting.

3.02.06 Voting. Each Director shall be entitled to one vote; provided, that to be eligible to vote a Director must comply with the conflict of interest requirements set forth in these bylaws. Any matter to be voted on shall take the form of a resolution or motion. No action of the Board shall be deemed approved unless approved by a vote of the majority of Directors present and voting.

3.02.07 Nonprofit law. The Directors of the Association are officers and directors within the meaning of Section 714 of the Maine Nonprofit Corporation Act.

Section 3.03 Officers.

3.03.01 Officers. The Board shall elect officers of the Association from among the Directors. The election of the Directors shall coincide if practicable with the first meeting of the Association in the calendar year following the biennial national, general election. The officers shall consist of a Chair, Vice-Chair for Administration, Vice-Chair for Policy and Programs, Secretary, and Treasurer.

3.03.02 Duties of Officers.

(a) The Chair shall be the chief officer of the Board and shall have the necessary powers to perform the duties incident to that office. The Chair shall preside at meetings.
(b) The Vice-Chair of Administration shall act in the place of the Chair if the Chair is unable to perform his or her duties.
(c) The Vice-Chair of Policy and Programs shall oversee the policy agenda of the Association.
(d) The Secretary shall oversee the maintenance of the records of the Association, including the minutes of Executive Committee and Board meetings.
(e) The Treasurer shall oversee the fiscal matters of the Association.

3.03.03 Eligibility of Officers.

(a) A majority of the Officers must be General Members of the Association.
(b) An Officer?s membership in the Association must be in good standing, defined as being current with respect to dues paid to the Association.
(c) Each of the Officers must be from different states, unless an insufficient number of legislative chambers have joined the Association to accommodate such a requirement.

3.03.04 Terms. Officers shall serve two-year terms. No Officer shall hold the same position within the Executive Committee for more than two consecutive terms.

3.03.05 Resignation. An Officer may resign his or her position on the Executive Committee at any time. If an Officer no longer holds elected office from his or her state or if the membership of an Officer is no longer valid due to the failure to pay dues, the Officer shall be treated as having resigned. In the event of resignation, the remaining Officers may appoint an acting replacement until a new election or appointment can be made at next Member or Board meeting.

3.03.06 Nonprofit law. The Officers of the Association are officers and directors within the meaning of Section 714 of the Maine Nonprofit Corporation Act.

Section 3.04 Committees.

3.04.01 Executive Committee. There shall be an Executive Committee of the Board which shall consist of the Officers of the Board of Directors, who shall hold the same positions in the Executive Committee as within the Board.

3.04.02 Delegation of Authority. The Board may delegate to the Executive Committee such authority of the Board that is not inconsistent with these Bylaws, including acting on behalf of the Board between meetings.

3.04.03 Additional Committees. The Board may establish additional committees as the Board deems necessary. The proceedings of all committees shall be open to all members, except for legal or personnel matters.

Section 3.05 Member Meetings.

3.05.01 Frequency. The Members shall meet at least twice each calendar year.

3.05.02 Location. At least one Member meeting per calendar year shall be held in a state where a legislative chamber has joined the Association.

3.05.03 Notice to Members. Written notice stating the place, day and hour of a Member meeting shall be delivered either personally, by mail, facsimile, or by email to each Member at least 14 days before the date of the meeting.

3.05.04 Rules. Robert's Rules of Order shall govern all meetings in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Section 3.06 Voting in Member Meetings.

3.06.01 Generally. Each Member shall be entitled to one vote; provided, that to be eligible to vote a Member must comply with the conflict of interest requirements set forth in these bylaws.

3.06.02 Actions. Any matter to be voted on shall take the form of a resolution or motion.

3.06.03 Approval of Actions. No action shall be deemed approved unless approved by a vote of the majority of Members of the Association present and voting.

Section 3.07 Disclosure of Conflicts of Interest.
Each Member shall annually disclose whether the Member or the Member?s spouse is an employee of, or a consultant to, a pharmaceutical manufacturer, wholesaler, or retailer, or an entity that engages in pharmaceutical or biomedical research or development, or whether the Member has any other conflict of interest related to the business of the Association. Disclosures under this section shall be made at the first Association meeting the Member attends and at the first meeting of each calendar year thereafter. For purposes of these bylaws, ?spouse? includes a domestic partner.

ARTICLE IV - ADMINISTRATION AND FINANCE

Section 4.01 Personnel.
The Association may hire personnel as needed in order to effectuate the purpose of the Association and fulfill these bylaws. The Executive Committee shall have the authority to manage Association personnel and may delegate such authority as deemed necessary Executive Director, including the authority to hire, manage and dismiss other employees.

Section 4.02 Expenditures.
The Executive Committee shall have the authority to make expenditures as are necessary to effectuate the purpose of the Association and fulfill these Bylaws, and may delegate such authority as deemed necessary.

Section 4.03 Dues.

4.03.01 Annual Dues. The Association shall collect dues annually for the membership of all legislative chambers and individuals who have joined the Association. The annual membership dues shall be determined by the Board. The Board may establish criteria for alternate payment or service in place of dues.

4.03.02 Failure to Pay. Failure to pay dues for two consecutive years shall be considered a resignation from the Association.

Section 4.04 Budget.

4.04.01 Annual budget. The Executive Committee shall prepare annual budgets of estimated expenditures and income. The Board shall approve the annual budget by majority vote.

4.04.02 Fiscal Year. The fiscal year of the Association shall be July 1 to June 30.

Section 4.05 Limitation on sources of funds.
The Association shall not receive funding from pharmaceutical manufacturers, wholesalers, or retailers, or entities that engage in pharmaceutical or biomedical research or development, except that reasonable conference and meeting registration fees may be charged to the above mentioned entities for attendance at meetings and conferences organized by the Association. The Association may receive funding from all other sources, including private foundations.

Section 4.06 Limitation on credit.
The Association shall not pledge the credit of any state.

Section 4.07 Compensation
Directors shall not receive any stated salaries for their participation in the Board; provided, that the Executive Committee may, by resolution, provide reimbursement to an Officer for his or her expenses for attendance at an Executive Committee meeting or provide a fixed sum for attendance at each Executive Committee meeting; provided further, that nothing herein shall be construed to preclude any Member from receiving compensation for services rendered to the Association.

Section 4.08 Loans
No loans shall be made by the Association to any of its Members.

ARTICLE V - AMENDMENTS OF BYLAWS AND ARTICLES OF INCORPORATION.

The Association's Bylaws and Articles of Incorporation may be amended by a vote of a majority of the total number of Members of the Association.

ARTICLE VI - DISSOLUTION.

In the event of dissolution of the Association, all remaining assets of the Association shall, after necessary expenses are paid, be distributed to one or more organizations that qualify under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code as amended, in such manner as will best accomplish the general purpose of the Association.

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