ISMPP /
INTERNATIONAL
SOCIETY FOR MEDICAL PUBLICATION PROFESSIONALS, INC. (ISMPP)
ARTICLE I
NAME AND PRINCIPAL
OFFICE
Section A. Name/Nonprofit
Incorporation
The name of the corporation shall be the International
Society for Medical Publication Professionals, Inc., hereinafter referred to as
ISMPP, the Society, or the corporation.
ISMPP shall be incorporated as a nonprofit, tax-exempt corporation
organized under the laws of the State of New Jersey, as a professional
association for the purposes set forth in the Certificate of Incorporation and
these Bylaws.
Section B. Principal Office/Other
Offices
The
principal office of ISMPP shall be in the State of New Jersey, unless otherwise
designated by the corporation’s governing body, known as the ISMPP Board of
Trustees or the Board. ISMPP may have
such other offices at such suitable places as may be designated by the Board of
Trustees.
ARTICLE II
PURPOSES AND LIMITATIONS
Section A. Mission
Statement
ISMPP
is an independent organization of publication professionals dedicated to
promoting excellence in quality medical publication development and planning
practices. The Society is committed to supporting
medical publication professionals through the development and implementation
of: educational activities; professional
knowledge standards; ethical practices; certification and accreditation
programs; and, other appropriate association activities.
Section
B. General Purposes
ISMPP
has been founded as a nonprofit, tax-exempt, professional membership
association dedicated to advancing the professional field of medical
publication, within the meaning of Section 501(c)(6) of the U.S. Internal Revenue
Code and regulations, the New Jersey Nonprofit Corporation Law, and any
applicable successor laws. Subject to
the limitations set forth in the Certificate of Incorporation and these Bylaws,
the purposes of ISMPP are to support and promote the professional field of
medical publication and to encourage quality professional practice.
Section C. Specific
Purposes
Consistent with the
ISMPP Certificate of Incorporation and these Bylaws, ISMPP shall be operated:
1. To promote excellence in the professional field of
medical publication development and planning practices.
2. To support medical publication
professionals through educational activities, professional conferences, written
publications, and other means.
3. To identify, develop, foster, and maintain
professional practice standards.
4. To establish professional knowledge
credentialing programs, and to facilitate the continuing education of
publication professionals.
5. To foster professional advancement in
quality publication planning and execution.
6. To provide a recognized forum for the
free exchange of ideas related to the medical publication field.
7. To facilitate the advancement and
awareness of best practices in publication development and planning.
8. To support
and foster cooperation among publication professionals within relevant
professions and industries, including research and educational groups, the
pharmaceutical industry, medical publishers, medical communications companies, and regulatory agencies.
9. To foster
consensus for policies related to publication planning;
and,
10. To support
the career growth, training, and recognition of individuals involved in
publication development and planning.
Section D. Limitations
The
purposes of ISMPP shall be limited as follows:
1.
Unless authorized by
applicable law, no part of the net earnings of ISMPP shall inure to the benefit
of, or be distributed to, the Board of Trustees or Officers or other private
persons, except that ISMPP shall be authorized to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of,
and consistent with, the purposes set forth in these Bylaws and applicable
corporation policies.
2.
ISMPP shall not engage
in any activities relating to election campaigns for candidates seeking
political office, nor shall any Trustee, Officer, agent, representative, or
employee engage in such activities on behalf of the corporation.
The
Board of Trustees shall have the authority, responsibility, and accountability
to develop, establish, approve, and enforce policies and procedures necessary
to implement the goals and requirements of this Article.
ARTICLE III
MEMBERSHIP
Section A. Membership
Membership
shall be open to any person interested in the declared purposes of ISMPP,
consistent with the requirements and member qualifications of these Bylaws and
applicable corporate policies established by the Board of Trustees. Qualified persons seeking membership will be
accepted as members of ISMPP upon the submission, receipt, processing, and
acceptance of the required application materials, dues, fees, and assessments.
Section B. Classes and
Categories of Members
ISMPP
shall establish and maintain the following classes and qualifications of
membership subject to the policies, rules, and requirements set forth in these
Bylaws and as established by the Board of Trustees:
1. Member. An individual who: is interested in the professional field of
medical publication; supports the objectives of
the corporation; and, is willing to
contribute to the achievement of the Society’s objectives.
Members shall have voting privileges and are eligible to hold elected
and appointed offices in the corporation.
2. Charter Member. An individual who: is interested in the professional field of
medical publication; supports the objectives of
the corporation; is willing to
contribute to the achievement of the Society’s objectives; and, joined the
corporation within the first membership year, ending December 31, 2005. Following the conclusion of the first
membership year, Charter membership will no longer be available. Charter Members shall have voting privileges
and are eligible to hold elected and appointed offices in the corporation.
3. Founding Member. The following individuals,
who served on the ISMPP Steering Committee, which established the Society:
Timothy D. Bacon
Ross
A. Baker
Carolyn
S. Clark
Joanne
Conaty
Elizabeth
Faust
Elizabeth
Field
Stan
Heimberger
Laurence J. Hirsch
Richard F. Lamb
Gary McQuarrie
Robert Norris
Gene P. Snyder
4. Honorary Member. An individual who has made
material contributions to the advancement of the professional field of medical
publication development and planning, through practice, research, promotion,
publication, or other means. The Board
of Trustees is empowered to award Honorary Member status to qualified individuals. Honorary members shall not have voting
privileges and cannot hold elected or appointed offices in the corporation.
5. Supporting
Member. An individual, organization, or corporation
that: supports the objectives, purposes,
and welfare of ISMPP, including a Board-established contribution; is not
otherwise a member; and, satisfies eligibility policies duly adopted by the
Board of Trustees. Supporting members
shall not have voting privileges and cannot hold elected or appointed offices
in the corporation.
6. Student Member. An individual who is currently registered in
a degree granting program at an accredited, or equivalent,
college/university. Student Members
shall not have voting privileges and
cannot hold elected or appointed offices in the corporation.
7. Fellow Member. A member in good standing, who is deemed to
have made a meritorious and substantial contribution to the medical publication
profession, and who satisfies all applicable requirements and rules established
by the Board of Trustees for such membership status.
The
Board of Trustees may, in the interests of the corporation, establish other
classes of membership and related qualifications.
Section
C. Membership Expiration, Resignation,
Suspension, Expulsion, Termination or Transfer
1. Expiration. ISMPP shall issue annual membership to
qualified individuals for the period of January 1 through December 31 of the
calendar year. Following notice by
invoice, membership shall expire on each December 31st, unless
membership is renewed in a manner consistent with corporate policies and by the
payment of all applicable dues, fees, and other assessments, on or before the
next January 31st.
2. Resignation. Any member may submit a written resignation
to the President, Secretary, or other designated Officer or representative. Such a resignation shall become effective
upon receipt, consistent with applicable policies, except that a resignation
may not prevent the Society from completing any ethics, disciplinary, or
similar proceeding, or from seeking payment for charges incurred, services or
benefits actually rendered, dues, fees, or other assessments. All paid membership dues are forfeited upon
resignation.
3. Suspension, Expulsion, or Termination. Pursuant to a fair
process, and with reasonable cause, ISMPP may suspend, expel, or terminate the
membership of any member. This process
shall include: at least fifteen (15)
days prior notice of the proposed suspension, expulsion, or termination, including
the reasons therefor; and, an opportunity for the member to be heard, orally or
in writing, by an impartial person or body authorized to decide whether the
proposed expulsion, termination, or suspension will occur. A member who is expelled or suspended, or
whose membership is otherwise terminated, shall be liable to ISMPP for
corporation services or benefits actually rendered, and for any charges, dues,
fees, or other assessments incurred before the expulsion, suspension, or
termination.
4. Transfer. Membership in ISMPP, or any right arising
therefrom, is not transferable to any other person, regardless of category or
classification.
Section D. Member Dues, Fees, and Assessments
1. General. ISMPP shall assess yearly membership dues,
fees, and other assessments (fees) from each member of the corporation. All such fees will be payable in advance of
each year of membership, in amounts determined by the Board of Trustees. All initial fees are due upon application for
membership to ISMPP and will be prorated by calendar year quarter to December
31st.
2. Non-Payment
of Dues. A member who has not paid
all applicable fees shall be in default, and shall not be entitled to exercise
any rights or privileges of membership until all such current yearly fees are
paid in full. Members who pay all fees
in arrears within thirty (30) days of notice of the default shall not lose any
membership seniority or similar status.
Non-payment of applicable fees in arrears will cause membership to
expire or be terminated.
3. Board
Authority/Dues, Fees, and Assessment Reduction and Waiver. The Board of Trustees shall have the sole
authority and responsibility to develop, establish, and enforce policies to
determine, modify, and, in special circumstances, reduce or waive fees for
special and particular reasons, including, but not limited to, financial hardship
and other appropriate considerations.
Section E. Member Ethical
Standards and Procedures
The
Board of Trustees or the voting membership of ISMPP may adopt and publish
ethical standards, which shall apply to all classes of membership. Such ethical standards shall govern the
activities and professional behavior of all Society members and, among other
purposes, shall prohibit violations of these Bylaws and policies of the
corporation.
ARTICLE IV
MEMBERSHIP MEETINGS
Section A. Annual Business Meeting
ISMPP
shall conduct an Annual Business Meeting of the membership (Annual Membership
Meeting) each year on a date and at a place to be established by the Board of
Trustees. At each Annual Membership
Meeting, the Board of Trustees shall announce the date and location for the
next Annual Membership Meeting. The
Board of Trustees may also call other membership meetings as deemed
necessary. Among other corporate
functions, the Annual Membership Meeting shall be conducted to:
1. Install the Officers and Trustees of ISMPP;
2. Act upon recommendations proposed by the
Board of Trustees;
3. Act upon proposed amendments to the Bylaws;
and,
4. Act upon such other business as may be
properly brought before the members.
Section B. Special Meetings
Special meetings of members may be called for any
lawful purpose by the Board of Trustees or any Officer of the corporation. In addition, upon petition, the membership of
ISMPP may call and conduct special membership meetings under the following
conditions:
1. The
Member Sponsor(s) of the meeting shall present to the Secretary a petition
signed by ten percent (10%) or more of the current voting members in good
standing, requesting that a special membership meeting be convened;
2. The
petition shall state the specific purpose of the meeting and provide a
description of the manner in which the meeting will address these purposes and will benefit the Society and the
membership at large;
3. The
Board of Trustees shall set a date and location for the meeting within ninety
(90) days of receipt of a valid special meeting petition, and shall provide
notice of the meeting to the voting membership within twenty (20) days of
receipt of the petition;
4. Within
thirty (30) days following the conclusion of the meeting, the Member Sponsor(s)
of the special meeting shall prepare and present to the Board of Trustees a
report discussing all activities conducted during the meeting; and,
5. The
Member Sponsor(s) shall agree to satisfy any other requirements established by
the Board of Trustees.
Section C. Notice of Member Meetings
ISMPP
shall provide to all members in good standing written notice of each Annual
Membership Meeting and other membership meetings. Such notice shall be provided not less than
ten (10) no more than sixty (60) days before the date of the meeting and shall
state: the date, time, and place of the
meeting; and, a description of the business to be transacted. No business other than that specified in the
notice shall be transacted at a membership meeting. Notice of a membership meeting shall be given
to each member either personally or by mail, sent to the address of the member
appearing on the books of the Society or given by the member to ISMPP for
purpose of notice.
Section D. Member Questions
The Board of Trustees shall
provide members with reasonable opportunities to express their views on
questions presented to the membership.
Upon petition signed by ten percent (10%) or more of the voting
membership presented to the Secretary, a question shall be submitted to the
quorum of voting members present at the next scheduled Annual
Membership Meeting. Except where a
larger vote is required by law or by these Bylaws, a question affirmed by a
majority of the members present and voting shall be binding upon the Board of
Trustees, unless determined to be in violation of applicable law, the
Certificate of Incorporation, or these Bylaws.
Section E. Quorum Requirements
Twenty-five
percent (25%) of the voting membership shall constitute a quorum at any Annual
Membership Meeting for the purpose of voting on all questions, resolutions, and
other actions, so long as the Annual Membership Meeting has been properly
announced and questions have been submitted in a manner consistent with these
Bylaws and applicable law.
Section F. Meeting Voting Procedures
All votes of the
membership taken at the Annual Membership Meeting will be conducted by voice
vote, standing vote, or secret ballot, if authorized by these Bylaws or
resolution of the Board of Trustees.
Each voting member is entitled to one vote per question or resolution
only. Unless otherwise required by the
Certificate of Incorporation, these Bylaws, or applicable law, all actions of
the membership shall be carried by a majority vote. Except with respect to mail ballots, voting
by proxy shall not be permitted.
Section G. Mail Balloting
With
respect to any question or proposed action that the Board of Trustees
determines should be submitted to eligible members for a vote without
attendance at a meeting, ISMPP shall mail, e-mail, fax, or otherwise deliver a
written ballot to each voting member at the last known postal address, e-mail
address, or fax number provided to the Society, which shall be deemed to be
good and sufficient notice of such vote.
Each completed ballot returned to ISMPP shall be deemed a limited proxy
authorizing and directing ISMPP to vote in the manner indicated on the ballot
only. The sale or transfer of a vote is
strictly prohibited. Unless otherwise
required by these Bylaws or applicable law, all questions, resolutions, and
other actions submitted shall be carried by a majority vote of the members
voting, provided that the number of votes cast by ballot within the time period
specified equals or exceeds the quorum required to be present at a meeting
authorizing the action.
ARTICLE V
BOARD OF TRUSTEES
Section A. Duties and
Functions of the Board
1. General
Authority. ISMPP shall be governed by the Board of Trustees (Board). It is the duty of the Board to carry out the
purposes and objectives of the corporation.
The Board shall manage and control the business, property, activities,
and other affairs of the corporation. The Board
shall: supervise the business affairs;
appoint and remunerate agents and employees; disburse funds of the corporation;
purchase, lease, sell, transfer, and otherwise convey property; and, establish
and adopt such policies, rules, and regulations for the conduct of its business
or any other lawful activities deemed necessary to further the purposes of ISMPP, in accordance with the Certificate of Incorporation, these
Bylaws in their present or amended form, and any applicable law.
2. Specific
Authority. The
Board of Trustees
shall have authority and control over all lawful corporate activities,
including, but not limited to, policies and matters related to: membership;
credentialing; educational programs; publications; fees, dues, and assessments;
member services; Board operations; funding, spending, and budget authority;
contract and grant arrangements; staffing and management of corporate resources; and, ethics, grievance, appeals, and
disciplinary processes.
3. Functions. The Board of Trustees shall develop and implement all
appropriate policies and procedures in order to carry out corporate goals and
purposes, as set forth in these Bylaws and in the Certificate of Incorporation,
including all policies and procedures
related to membership and credentialing programs.
Section B. Conduct/Limitations
of the Board
The
Board of Trustees shall establish policies and procedures specifying Board
limitations and conduct, including, but not limited to, the following:
1. Compensation for
Services. Unless authorized by
applicable law, voting Board Trustees, including Officers, shall not receive
any compensation or other tangible or financial benefit for service on the
Board of Trustees. However, the Board of
Trustees may authorize payment by ISMPP of actual, reasonable expenses incurred
by Trustees regarding attendance at Board meetings and other approved
activities.
2. Compensation from
Activities. Unless authorized by
applicable law, voting Board Trustees, including Officers, shall not receive
any compensation or other tangible or financial benefit from any element or
activity of, or related to, ISMPP, except as reimbursement for actual,
reasonable expenses directly associated with such corporate element or
activity, when authorized by the Board of Trustees.
3. Corporation and
Trustee Independence/Loyalty. Board
Trustees, including Officers, shall act in an independent manner consistent
with their obligations to ISMPP and
applicable law, regardless of any other affiliations, membership, or positions.
Section C. Composition of
the Board
The
Board of Trustees shall be composed of not less than seven (7), and not more
than eleven (11), voting Trustees, with the exact number of Trustees to be
fixed by the Board from time to time, within such limits. The voting Board of Trustees shall
include: the President, President-Elect,
Secretary, Treasurer, Immediate Past President (Officer Trustees), and two (2)
at-large, elected Trustees (At-Large Trustees).
Section
D. Qualifications of Trustees
All
Board Trustees shall be ISMPP members in good standing and shall be otherwise
qualified according to these Bylaws and applicable corporate policies.
Section E. Ex-Officio
Trustees
The
Executive Director and the Founding Members shall serve as ex-officio, non-voting Board Trustees. In addition, for each Standing Committee, the
Board of Trustees shall appoint one (1) Chair, who shall serve as an ex-officio, non-voting Board Trustee
(Standing Committee Board Trustees). The
Board of Trustees may appoint other ex-officio,
non-voting Trustees as deemed necessary.
Section F. Terms of Office
Unless
otherwise and specifically authorized by these Bylaws, no voting Trustee shall
be eligible to serve more than three (3) consecutive terms or six (6) years,
whichever is greater. Terms of all
voting Trustees shall commence at the end of the Annual Membership Meeting at
which their election is declared and shall expire at the end of the Annual
Membership Meeting following the completion of their term.
The
following terms of offices shall apply to Officer Trustees and At-Large
Trustees:
1.
The President-Elect
shall serve a term of one (1) year and shall assume the office of President at
the end of the current President’s term of office.
2.
The President shall
serve a term of one (1) year and shall assume the office of Immediate Past
President at the end of the current Immediate Past President’s term of office.
3.
The Immediate Past
President shall serve a term of one (1) year.
4.
The Secretary and
Treasurer shall serve staggered terms of two (2) years.
5.
At-Large Trustees shall
be elected to serve two (2) year terms, which shall be staggered to ensure that
approximately one-half (1/2) of the At-Large Trustee positions expire each
year.
Section G. Nomination and
Election of Trustees
Candidates
for election to Trustee positions shall be nominated by: selection of the Nominating Committee; or,
qualified petition of members in good standing.
The nomination process shall be governed by these Bylaws and policies
adopted by the Board of Trustees. All
Board Trustees shall be elected by the voting membership of the corporation at
the Annual Membership Meeting, or by mail ballot prior to the Annual Membership
Meeting. The results of the election of
all Board Trustees shall be announced at the Annual Membership Meeting.
Section H. Trustee
Resignation/Vacancy
Any
Trustee may resign at any time by providing written notice to the President,
Secretary, or Executive Director. Such
resignation shall take effect at the time specified therein, or, if no time is
specified, at the time of acceptance as determined by the President or Board of
Trustees. Vacancies, as they occur on
the Board by resignation, death, incapacity, removal, and the like, shall be
filled as directed by these Bylaws, or as designated by the Board of Trustees
for the remainder of the term.
Section I. Removal of
Trustees
Any
Trustee may be removed, for cause, by a two-thirds (2/3) affirmative vote of
the Board of Trustees at any regular or special meeting of the Board at which a
quorum of the Board is present, and under rules or procedures approved by the
Board. Pending a final determination
that cause exists for removal, the Board of Trustees may suspend a Trustee by a
two-thirds (2/3) affirmative vote at any regular or special meeting. A Trustee may also be removed, for cause, by
a majority affirmative vote by the members entitled to vote for the election of
Trustees.
ARTICLE VI
MEETINGS OF THE BOARD OF TRUSTEES
Section
A. Annual Meeting/Regular Meetings
The
Annual Meeting of the Board of Trustees shall be at such time and place as is
designated by a majority of the Board, or the President for the transaction of
business that comes before the Board.
There shall be at least one (1) other regular meeting of the Board each
year at a place designated by the Board for the transaction of business. Agendas identifying and describing all items
to be discussed at regular Board meetings shall be distributed at least
fourteen (14) days prior to the meeting or as otherwise determined by the
President. The Annual Meeting shall be
chaired by both the current President and Immediate Past-President.
Section B. Special Meetings
Special
meetings may be called by a majority of the Board of Trustees or by the
President, upon the filing of a written special meeting notice with the
Secretary stating the location, date, and hour of such meeting. Notice of each special meeting will be
delivered via mail, e-mail, or fax transmission to each Trustee at least five
(5) days prior to the date of the meeting.
The Board is authorized to conduct any lawful business at special
meetings, as provided in these Bylaws.
Section C. Telephone
Conference Meetings
The
President may authorize a Board of Trustees meeting via telephone conference or
similar form of telecommunications, when deemed necessary, provided that 48
hours notice of such meeting is given to each Board Trustee, delivered
personally, electronically, or by telephone, which may include a voice
messaging system or other system or technology designed to record and
communicate messages. Should an item of
business require immediate attention and action by the Board of Trustees, a
telephone conference may be called without previous notice, so long as all of
the Trustees have been contacted and advised of such a telephone meeting and of
the item(s) to be reviewed or acted upon.
The Board is authorized to conduct any lawful business by telephone
conference meetings, as provided in these Bylaws.
Section D. Notice and
Waiver
The
President shall give notice of all regular meetings of the Board to all
Trustees no less than fourteen (14) days prior to the meeting. Notice of a Board meeting shall be given
personally, by mail, e-mail, fax, or by other means of written communication
sent to the address of the Trustee appearing on the books of the Society or
given by the Trustee to the Society for purpose of notice.
Any
notice may be waived by a Trustee before or after the date and time stated in
the notice. Except as provided herein,
the waiver must written, signed by the Trustee entitled to the notice, and
delivered to the corporation for inclusion in the minutes, or for filing with
the corporate records. A Trustee’s
attendance at, or participation in, a meeting shall constitute waiver of any
required notice to him or her, unless at the beginning of the meeting the
Trustee objects to the holding of the meeting or to the transaction of business
at the meeting, and does not thereafter vote for, or assent to, any action
taken at the meeting.
Section E. Meeting Quorum
A
majority of the voting Trustees shall constitute a quorum for any meeting of
the Board of Trustees. Such majority shall
be capable of transacting corporate business, consistent with these Bylaws and
applicable law. Except as otherwise
provided in these Bylaws or by applicable law, the act of a majority of the
Board present at a meeting at which a quorum is present shall be an action of
the Board of Trustees.
Section F. Adjournment
A
majority of the Trustees present, whether or not a quorum is present, may
adjourn any meeting to another time and place.
If the meeting is adjourned for more than 24 hours, notice of such
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the Trustees who were not present at the time of the
adjournment.
Section G. Actions Without
Meeting/Mail Votes
Should
a matter requiring a vote of the Board of Trustees arise between Board
meetings, a ballot may be taken by mail, e-mail, or fax, as authorized by the
President. A majority affirmative vote
of all voting Trustees shall be necessary to carry any motion, and all Trustees
must consent in writing to the resolution authorizing the action. The signed consents, or signed copies, shall
be placed in the minutes book of the Board of Trustees.
Section H. Proxies
Voting
by proxies shall not be permitted.
Section I. Actions of the
Board of Trustees
Every
decision of the Board of Trustees shall be by a majority vote, unless otherwise
required by law, these Bylaws, or the policies of the Board. Each voting Board Trustee member shall be
entitled to one (1) vote on any matter coming before the Board.
ARTICLE VII
OFFICERS
Section A. Titles of
Officers
The
Officers of ISMPP shall consist of the President, President-Elect, Secretary,
Treasurer, Immediate Past President, and Executive Director.
Section B. Qualifications
and Authority of Officers
The Officers
shall: be responsible and accountable to
the Board of Trustees for satisfying Board resolutions and directives; and,
have the authority and accountability conferred and granted by these Bylaws and
by the Board. No individual shall hold
more than one Officer position at any one time.
Section C. Election and Terms of Officers