NAME AND OFFICE
Section 1. NAME
The name of this corporation is the Kansas Pharmacy Foundation (the Foundation).
Section 2. OFFICE
The principal office of the corporation shall be in the County of Shawnee, City of Topeka.
OBJECTS AND PURPOSES
This Corporation is organized not for profit and the objects and purposes to be transacted and carried on shall not be transacted and carried on for profit, but the corporation is organized exclusively for philanthropic and educational purposes to further the welfare and integrity of the profession of pharmacy and for the enhancement of public health. To accomplish the foregoing objects and purposes this corporation shall have the right to solicit, collect, hold and invest money and property, both real and personal, or otherwise, to sell and convert property, both real and personal, into cash; to borrow money, incur indebtedness, and to secure the repayment of the same by mortgage, pledge, deed of trust, or other hypothecation of property, both real and personal; and to use the funds of this corporation and proceeds, income, rents, issues and profits derived from any property of this corporation for any purposes for which this corporation is formed; provided, however, that none of the funds of the corporation shall be used in attempting to influence legislation by carrying on propaganda or otherwise or for the benefit of any private member or individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes).
Section 1. MEMBERS
The Kansas Pharmacy Foundation membership shall consist of all living past presidents of the Kansas Pharmacists Association.
Section 2. POWER OF MEMBERS
Subject to the powers of the members as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by and under the authority of, and the business and affairs of the corporation shall be controlled by the members.
Section 3. REMOVAL OF MEMBERS
Any member may be removed from membership, for cause, by the affirmative vote of two-thirds of the full membership.
Section 4. LIABILITIES AND PROPERTY RIGHTS OF MEMBERS
No member of the corporation, now or hereafter elected, shall be personally liable to its creditors for any indebtedness or liability, and any creditor shall look only to the assets for payment.
Section 5. MEETINGS
There shall be at least one annual meeting of the members of this corporation. The annual meeting shall be held in conjunction with the annual meeting of the Kansas Pharmacists Association. The election of officers of this corporation whose terms of office are to expire shall be held at said annual meeting of members of this corporation. Notice of the time, place, and purpose or purposes of the annual meeting shall be either by mail, email, published in the official publication of the Kansas Pharmacists Association, or posted on the Kansas Pharmacists Association website at least thirty (30) days in advance of such meetings.
Section 6. SPECIAL MEETINGS
Special meeting of the members of this corporation may be called by the President or Secretary-Treasurer of the corporation. Notice of special meetings shall be either by mail, email, published in the official publication of the Kansas Pharmacists Association, or posted on the Kansas Pharmacists Association website at least ten (10) days in advance of the special meeting.
Section 7. VOTING
At every meeting of the membership, each member shall be entitled to one vote. All elections, except as herein set forth, shall be decided by a majority vote of the members present and of the members voting electronically. Voting by proxy shall not be permitted.
Section 1. BOARD OF TRUSTEES
Transaction of all day-to-day business of the Foundation shall be vested in a Board of Trustees consisting of a president, vice president, secretary-treasurer, and 6 (six) other past presidents of the Kansas Pharmacists Association with such powers and duties not inconsistent with these bylaws as may be appointed and determined by the membership. In addition, the immediate past president of the Kansas Pharmacists Association will be a member of this executive committee ex officio. A meeting of no less than five (5) trustees shall constitute a quorum for the transaction of business. Each officer of the corporation shall be a member of the corporation.
Section 2. POWER OF TRUSTEES
Subject to the powers of the trustees as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by and under the authority of, and the business and affairs of the corporation shall be controlled by the trustees.
Section 2. ELECTION
The members shall elect all officers of the corporation for a term of one year (from Annual Meeting to Annual Meeting) or until their successors are elected and qualified.
Section 3. VACANCIES
A vacancy in any office because of death, resignation, removal or otherwise shall be filled by the vote of the Board of Trustees.
Section 4. PRESIDENT
The president shall preside at all meetings of the membership and the Board of Trustees. He/She shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned him/her by the members.
Section 5. VICE-PRESIDENT
At the request of the president, or in the event of his/her absence or disability, the vice-president shall perform the duties and possess and exercise the powers of the president. The vice-president shall have such other powers and perform such other duties as may be prescribed from time to time by the members.
Section 6. SECRETARY-TREASURER
The secretary-treasurer shall have charge of such books, documents and records as the trustees may determine. The secretary-treasurer shall have custody of all funds, property and securities of the corporation, subject to such regulations as may be imposed by the trustees. He/She may be required to give bond for faithful performance of his/her duties; in such sum and with such securities as the trustees may require. He/she shall sign all receipts and vouchers and shall sign all checks of the corporation and all bills of exchange and promissory notes issued by the corporation, except in cases where the signing and execution thereof shall be expressly designated by the trustees. He/She shall supervise the keeping of the books of the corporation. He/She may sign with the president or vice-president, in the name and on the behalf of the corporation, any contracts or agreements authorized by the trustees. He/She shall, in general, perform all duties incident to the office of secretary-treasurer, subject to the control of the trustees, and shall do and perform such other duties as may be assigned to him/her by the trustees.
Section 7. EXECUTIVE DIRECTOR
The Executive Director shall employ, direct and supervise all staff of the Foundation; advise the officers and board of trustees on all policy matters through appropriate reports and recommendations; manage the offices of the Foundation and serve as custodian of all property owned by the Foundation; collect all funds delivered to the Foundation; serve as corporate secretary of the Foundation; and perform all other such duties as may be imposed by the president or board of trustees.
BOARD OF TRUSTEES
Section 1. STRUCTURE
The Board of Trustees shall consist of the Kansas Pharmacy Foundation President, Vice President, Secretary-Treasurer, and 6 (six) members of the Kansas Pharmacy Foundation membership appointed by the Kansas Pharmacy Foundation President. The Executive Director and the immediate past-president of the Kansas Pharmacists Association shall serve ex-officio as members of the Board of Trustees.
Section 2. AUTHORITY
Upon resolution of the membership, the Board of Trustees shall have the authority to exercise designated powers of the Board. The Board of Trustees shall ordinarily have the authority to transact all necessary business of the Foundation during the interval between meetings of the Membership. The Board of Trustees participates in the annual evaluation of the Executive Director.
AMENDMENT TO BY-LAWS
Section 1. PROCEDURE
The by-laws may be altered, amended or repealed at any meeting of members of the corporation by a majority vote of the members present, provided notice of intention to amend and the terms of the proposed amendment shall have been mailed to all members at least thirty (30) days before such meeting.
Notwithstanding any other provision of these by-laws, no trustee, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
The fiscal year of the corporation shall commence on January 1 and end on December 31.