Bylaws of the National Legislative Assocation on Prescription Drug Prices
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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.
Section 2.02 Practice.
Section 2.03 IRS Compliance.
ARTICLE III - ORGANIZATION.
Section 3.01 Membership.
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.
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.
3.03.03 Eligibility of Officers.
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.
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.
ARTICLE IV - ADMINISTRATION AND FINANCE
Section 4.01 Personnel.
Section 4.02 Expenditures.
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.
Section 4.06 Limitation on credit.
Section 4.07 Compensation
Section 4.08 Loans
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.