ARTICLES OF INCORPORATION FOR THE TEXAS TECH PHARMACY ALUMNI SCHOOL OF PHARMACY, TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER ARTICLE I MISSION Our mission is to promote the continuous development and training of practitioners, researchers, and educators. ARTICLE II VISION The alumni organization will strive to promote the profession of pharmacy and the Texas Tech University, School of Pharmacy by: Promoting the School of Pharmacy Promote and advocate for the profession of pharmacy and continuous professional development of our graduates Support the alumni through opportunities and fellowship and networking with other graduates and professionals Provide graduates with information on the School of Pharmacy and opportunities to partner with the school to aid in the development and mentoring of pharmacy students Engage in activities to support scholarship for the current students ARTICLE III ORGANIZATION SECTION 3.1 - NAMING OF THE ASSOCIATION Hereafter, the association between the graduates of the School of Pharmacy, Texas Tech University Health Sciences Center (TTUHSC), who have met the requirements for membership, shall be officially named Texas Tech Pharmacy Alumni. All official correspondence to and from members of The Association shall use the official name of Texas Tech Pharmacy Alumni when making reference to it. SECTION 3.2 RENAMING OF THE ASSOCIATION In accordance with the laws of the State of Texas, regarding the functioning of nonprofit corporations, the Texas Tech Pharmacy Alumni may, by vote of the membership (according to the Articles of Incorporation and guiding regulations from The University), change its name.
2 P age SECTION 3.3 LOGO OF THE ASSOCIATION The Association shall use an official logo. All official correspondence to and from members of The Association shall use the official logo when making reference to it. SECTION 3.4 PRINCIPAL OFFICE OF THE ASSOCIATION The principal office of The Association may be located within the state of Texas as approved by the Board of Directors, or as the business of The Association may require from time to time. SECTION 3.5 REGISTERED OFFICE OF THE ASSOCIATION The registered office of The Association shall be maintained in the state of Texas, which may or may not be identical to the principal office. ARTICLE IV BOARD OF DIRECTORS SECTION 4.1 POWERS AND DUTIES The Board of Directors shall be charged with the duty of promoting the mission, vision, and culture of The Association. It shall be the duty of the Board of Directors to prepare an annual agenda, including goals and objectives, to be met by The Association to promote its mission, vision, and culture. The Board of Directors shall approve an annual, balanced budget. The Board of Directors shall be empowered to make decisions regarding the appointment of officers (as specified in Section 4.3) to make decisions regarding the acts of professional policy matters, and to accept (on behalf of The Association) grants, contributions, gifts, bequests, or devices to further the mission, vision, and culture of The Association. SECTION 4.2 NUMBER, TENURE, AND QUALIFICATIONS The Board of Directors shall consist of seven voting members. Each member of the Board of Directors shall be elected by the voting membership of The Association as specified in Article VI, Section 6.8(A) of the Articles of Incorporation. The founding Board of Directors shall consist of members elected by the voting membership of The Association to serve staggered terms of 1, 2, or 3 years. Three members of the founding Board of Directors shall be elected to a three year term, three members of the founding Board of Directors shall be elected to a two year term, and one member of the founding Board of Directors shall be elected to a one year term. Thereafter, each member of the Board of Directors shall serve a term of three years. At the end of their term, the member(s) may be re-elected to an additional term(s) by the voting membership of The Association as specified in Article VI, Section 5.8(A) of the Articles of Incorporation.
3 P age The founding Board of Directors shall consist of members elected by the voting membership of The Association who have received a degree from the School of Pharmacy, Texas Tech University Health Sciences Center. Thereafter, the Board of Directors shall develop a written policy on the qualifications for consideration of election of Board of Directors membership. At the first meeting held of the elected year, the voting members of the Board of Directors shall elect a Chair-elect, a Secretary, and a Treasurer for the Board of Directors by majority vote. Upon election, the membership of The Association shall be notified of the name of the persons elected to Chair-elect, Secretary, and Treasurer positions for the Board of Directors. The term of Chair-elect for the Board of Directors shall be for one year at which time the Chair-elect will then become the Chair for the Board of Directors for one year. All other elected positions for the Board of Directors shall be for a one year term only. SECTION 4.3 EX-OFFICIO MEMBERSHIP Ex-officio members shall not have a vote but be invited to attend meetings of the Board of Directors to provide advice and counsel to the Board of Directors due to their experience and expertise. The Board of Directors shall include three regular Ex-officio members: Dean of the School of Pharmacy Development officer A current P2 or P3 student (such a representative should be in good academic standing and appointed in consultation with the SOP student council and/or Dean) The members of the Board of Directors may also, by an adopted resolution, establish additional ex-officio positions to the Board of Directors. Additional Ex-officio members can include but not limited to: Ad hoc member determined by current needs within the organization School of Pharmacy liaisons (Associate Dean or staff/faculty member) Ex-officio members shall be appointed to the Board of Directors. Upon appointment to the Board of Directors, the membership of The Association shall be notified of the ex-officio members. Ex-officio members of the Board of Directors shall serve at the direction of the board based on required expertise by the board. The ex-officio member term will be limited to a maximum of three years as directed by the Board of Directors. SECTION 4.4 REGULAR MEETINGS The Board of Directors shall meet at least quarterly between January 1 and December 31 of the calendar year. The first meeting of the year shall be a face to face meeting of the board and will be held on the first Saturday in February. The Board of Directors must resolve the time and place for holding regularly scheduled meetings for the remainder of the year at the first scheduled meeting.
4 P age The above dates will be honored unless mutually determined by the board. It will be the duty of the Chairperson for the Board of Directors to prepare an agenda for all regular meetings held by the Board of Directors. The agenda must be submitted to the secretary and distributed to the members of the Board of Directors prior to the scheduled meeting. In order for the Board of Directors to vote on official business on behalf of The Association, a quorum must be present. Present shall be defined as either physically present, participating telephonically, or submission of a vote electronically after the review of the business. The presence of four of the seven voting members shall constitute a quorum. No member of the Board of Directors shall be allowed to vote by proxy or designate a representative to vote for them in their absence of a regular meeting. The Board of Directors shall operate a regular meeting according to Roberts Rules of Order for convening meetings. Robert s Rules can be suspended for general meetings but must be utilized for the approval of budgets, strategic plans, or other. SECTION 4.5 SPECIAL MEETINGS In addition, the Board of Directors shall meet at the call of the Chair or upon application, in writing to the Secretary, of any three voting members of the Board of Directors. Such meetings may only be called for a specific purpose, and the application for the called meeting must contain the item(s) to be considered at such meeting. It will be the duty of the Chairperson for the Board of Directors to prepare an agenda for all special meetings held by the Board of Directors. The agenda must be submitted to the secretary and distributed to the members of the Board of Directors. In order for the Board of Directors to vote on official business on behalf of The Association, a quorum must be present. The participation of four of the seven voting members shall constitute a quorum. Special meetings will abide by the procedures for Regular Meetings (Section 4.4). SECTION 4.6 MANNER OF ACTING Each voting member of the Board of Directors is entitled to one vote upon each matter submitted to a vote. SECTION 4.7 VACANCIES Any vacancy occurring by a member of the Board of Directors shall be filled by recommendation from the Chairperson to the Board of Directors and shall be approved by
5 P age majority vote of the voting members of the Board of Directors at the next regular or special meeting of the Board of Directors. The member recommended by the Chairperson must meet the qualifications for membership as specified in the Article V, Section 5.2 of the Articles of Incorporation. The member filling the vacancy shall be a member of the Board of Directors until the scheduled date of expiration of term of the replaced member. SECTION 4.8 RESIGNATION Any member of the Board of Directors, voting or ex-officio, may resign at any time by giving written notice to the chairman. The resignation of any member of the Board of Directors shall take effect upon receipt of the notice or at such later time as shall be specified in the notice of resignation; and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. SECTION 4.9 REMOVAL Any member of the Board of Directors, voting or ex-officio, may be removed by a vote of at least six of the voting members in favor of such removal at any time, with or without cause. SECTION 4.10 - COMPENSATION No member of the Board of Directors shall receive a salary or compensation for their duties as a member of the Board of Directors. A member of the Board of Directors may be paid for their expenses incurred in association with completing their responsibilities as a member of the Board of Directors. A policy must be developed, approved, and routinely reviewed by the Board of Directors regarding such payment. ARTICLE V ADMINISTRATION OF THE ASSOCIATION Section 5.1 Officers of The Association o The Association will be comprised of the following officers within the Board of Directors: Chairperson of the Board o Chair-elect o Secretary o Treasurer / Finance Officer SECTION 5.2 ELECTION AND TERM OF OFFICE The officers of The Association shall be appointed by the Board of Directors at the last regular meeting of the calendar year. SECTION 5.3- POWERS AND DUTIES OF OFFICERS
6 P age Chairperson of the Board o The Chairperson of the Board shall be the principal elected official of The Association and shall be so recognized at all association related-functions. o The Chairperson shall be charged with the duty of promoting the agenda of the Board of Directors o The Chairperson shall be authorized to sign instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors to another officer or agent of The Association. o The Chairperson shall see that all records, reports, and/or certificates as required by law are properly kept and/or filed. o The Chairperson may use his/her signature to approve financial transactions in accordance with the budget approved by the Board of Directors. Treasurer/Finance Officero The Treasurer shall serve as custodian of The Association s funds, including those of The Association s Foundation. o The Treasurer shall prepare an annual, balanced budget to be considered by the Board of Directors. o The Treasurer shall invest and disburse funds under the direction of the Board of Directors and the Chief Executive Officer. o The Treasurer shall be authorized to sign instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors to another officer or agent of The Association. o The Treasurer shall receive and give receipts for moneys due and payable to The Association from any source and deposit all moneys in the name of The Association in such banks, trust companies, or other depositories. A periodic statement on the financial condition of The Association shall be submitted to the Board of Directors by the Treasurer. Secretary o The Secretary shall record and distribute the official minutes of the Board of Director meetings. o The Secretary shall coordinate communication with Alumni as needed or requested by the School, other Alumni, or Board of Directors. o The Secretary shall keep the current documents of the Board of Directors and the Association. o The Secretary shall submit to the membership of The Association any proposed amendments as stated in Article VIII. o The Secretary will be responsible for the distribution and tallying of all ballots pertaining to any written voting by the association. Chair-elect o The Chair-elect shall assist the Chairperson and work with the Chairperson to ensure the activities of the organization are completed.
7 P age o The Chair-elect shall work with the Chairperson to plan for a successful accession to the role of chairperson at the completion of the term. ARTICLE VI - MEMBERS SECTION 6.1 MEMBERSHIP Membership of The Association shall be open to individuals and companies who support the mission, vision, and culture of The Association. SECTION 6.2 FULL MEMBERSHIP Voting membership shall consist of individuals who have received an official degree from the School of Pharmacy, Texas Tech University Health Sciences Center. This will include Pharm.D, Ph.D., and TexPharm graduates. Additionally it includes all graduates of the Texas Tech University Health Sciences Center, School of Pharmacy residency programs. Individuals who have received an honorary degree from the School of Pharmacy, Texas Tech University Health Sciences Center shall not be eligible for voting membership. SECTION 6.3 ASSOCIATE MEMBERSHIP Associate membership shall consist of Texas Tech University Health Sciences Center, School of Pharmacy, faculty and staff, preceptors for the School of Pharmacy, area pharmacists, and friends of the School of Pharmacy or the alumni association. SECTION 6.4 CORPORATE MEMBERSHIP Any entity shall be eligible for corporate membership so long as it is a partnership, limited liability company, organization, or other entity that supports the mission, vision, and culture of The Association. SECTION 6.5 HONORARY MEMBERSHIP Honorary members may be elected from those individuals, by the Board of Directors, who are, or have been, especially interested in, or who have made outstanding contributions to The Association. Honorary members shall not pay dues, may not vote, nor hold office. Nominations for honorary membership must be submitted by two or more voting members of The Association to the Board of Directors and must be approved by unanimous vote by the Board of Directors. The provision of honorary membership shall be for life. Upon completion of their service, the founding Board of Directors for The Association will be granted Honorary Membership; however, they will retain the voting rights of the FULL MEMBERSHIP.
8 P age SECTION 6.6 DUES FOR MEMBERSHIP For the first three years of the organization, no Full Members will be required to pay dues. After the first three years, a policy shall be developed, approved by the Board of Directors, and reviewed regularly regarding the payment of dues for membership for voting, associate, and corporate memberships. SECTION 6.7 VOTING Individuals who have met the qualifications for voting membership shall be eligible to vote on matters presented to the voting membership for action. Except for the election of officers or members of the Board of Directors, or as required by the law of the Articles of Incorporation, or as deemed necessary by the board, all votes of the voting membership shall be by voice. SECTION 6.8 (A) ELECTION, MEMBERS OF THE BOARD OF DIRECTORS The Chairperson of the Board shall appoint a seven member committee on nominations, consisting of his/herself and six voting members of The Association. The committee shall meet no later than July 1 of the calendar year and prepare a slate of names to be voted on, by the voting membership, to fill the vacant of term limited positions. The number of names slated shall be at least greater than by one for the vacancies or term limited position(s) to be filled (eg if there are 2 vacancies, at least three names shall be on the ballot). Once a slate of names to be considered has been prepared, and those slated have agreed for consideration, a written ballot shall be submitted to each voting member of The Association no later than August 1 of the calendar year. Ballots shall be received by the appointed office or officer no later than September 1 of the calendar year. Ballots shall be tabulated and the elected members as well as the membership of The Association shall be notified of the election results no later than October 1 of the calendar year. Election of members to the Board of Directors shall be by a majority vote of the voting membership of the Association. SECTION 6.8(B) VOTING LISTS A list of the voting membership shall be kept on file at the principal office for The Association. Such list shall be made available for inspection on written demand by any member of The Association. The membership books shall be prima facie evidence as to the members entitled to examine such list or to vote at any meeting of The Association s membership.
9 P age ARTICLE VII CONTRACTS, LOANS, CHECKS, AND DEPOSITS SECTION 7.1 CONTRACTS The Board of Directors may authorize any officer or officers, agent or agents, to enter into contract negotiations or execute and deliver any instrument in the name of and on behalf of The Association, and such authority may be general or confined. All contracts negotiated between the authorized officer or officers, agent or agents and a second or more party must be approved by the Board of Directors before such contract(s) may be considered the act of The Association unless otherwise authorized by the Board of Directors. SECTION 7.2 TRANSFER OF MONEYS FOR THE ASSOCIATION All transfer of moneys issued in the name of The Association shall be signed by such officer or officers as specified in Article V of the Articles of Incorporation. A policy shall be developed, approved by the Board of Directors, and regularly reviewed regarding the qualifications of officers for the transfer of moneys issued in the name of The Association. SECTION 7.3 DEPOSITS All funds of The Association may be deposited to the credit of The Association in such depositories as authorized by the Board of Directors. ARTICLE VIII AMENDMENTS Any proposition to alter or amend these Articles of Incorporation shall be submitted in writing to the Board of Directors by two or more voting members and read at the annual business meeting of The Association. No later than sixty days after the annual business meeting, the Secretary shall submit to the membership of The Association the proposed amendments. Voting members shall indicate on the ballot approval or disapproval of the proposed amendments and return the ballot within the deadline shown on the ballot. A twothirds majority vote by the voting membership is required for approval of any amendment. ARTICLE IX DISSOLVEMENT In the event of the liquidation and dissolution of The Association, any properties, funds or monies, securities or other assets remaining in the treasury of, or to the account of, The Association shall be disposed of as follows: All liabilities and obligations of The Association shall be paid and discharged, or adequate provision shall be made therefore.
10 P age Assets held by The Association subject to legally valid requirements for their return, transfer or conveyance, upon dissolution and liquidation, shall be returned, transferred or conveyed in accordance with such requirements All remaining assets held by The Association shall be transferred or conveyed, without obligation or restriction, to the School of Pharmacy, Texas Tech University Health Sciences Center, to be used in whatever manner it shall deem appropriate. These shall constitute the Articles of Incorporation for The Association. The official seal of the State of Texas shall be placed in accordance with the laws and regulations of the State of Texas to certify these Articles of Incorporation as an official document. This Articles of Incorporation shall be presented before the charter membership of The Association at the time of the creation of The Association and shall be endorsed by the charter membership as the official governing Articles of Incorporation for The Association. This document has been certified by the State of Texas this day, (month), (year), and notarized by. This document has been presented to the undersigned charter membership this (day), (month), (year). Charter Membership Signatures: Official Seals: