PHARMACOGENOMICS RESEARCH NETWORK INC
ARTICLE I. MISSION STATEMENT
The mission of the Pharmacogenomics Research Network, henceforth referred to as the “Network” is to catalyze and lead research in precision medicine for the discovery and translation of genomic variation influencing therapeutic and adverse drug effects. This will be accomplished by: 1) providing a forum to advance, promote, support, encourage and facilitate communication among researchers, educators and practitioners in pharmacogenomics and related sciences through scientific meetings, seminars, publications and related activities; 2) advancing and promoting research in pharmacogenomics; and 3) providing awareness of the national and international importance of pharmacogenomics.
ARTICLE II. MEMBERSHIP
Section1. There shall be two classes of membership in the Network (1) Regular Memberships and (2) Trainee Memberships, which will be available to students and postdoctoral scholars during their training periods.
Regular and Trainee Members, henceforth referred to collectively as “Members” and singularly as a “Member”, shall be individuals who are interested in pharmacogenomics research, education, and practice and who may be actively working in educational institutions, industry, non-profit organizations, or government. The Members shall have the right to vote for the officers and any other matter that the Board of Directors deems should be brought before the Membership.
ARTICLE III. BOARD OF DIRECTORS
Section I. The business of the Network shall be managed by a Board of Directors that shall be known as, and referred to herein as the “Board”. The Board shall have the authority to transact all business of the Network and establish policy of the Network. When transacting business of the Network, each member of the Board shall act in good faith, in a manner the person reasonably beeves to be in the best interest of the Network as a whole. Members of the Board shall not be held personally liable for the obligations of the Network.
Section 2. The Board shall be composed of the Past-President, President, President-Elect, Secretary, Treasurer and three (3) representatives of Regular Members (Councilors) and three (3) Ex-Officio Directors.
The Officers shall be composed of the President, President-Elect, Secretary and Treasurer. Their terms will be for one (1) year.
The Councilors will be nominated by the Nominating and Elections Committee and elected at the annual meeting of members for staggered terms of three (3) years each so that one such representative shall be elected each year. Officers of the Network shall serve as directors only as long as they hold office.
The Ex-Officio Directors will be appointed by their representative organization each year and will have full membership and voting rights.
The President-Elect, Secretary-Elect and Treasurer-Elect will be nominated by the Nominating and Elections Committee and elected by the members each year. These positions transition to their designated positions after one (1) year for a one-year term.
Section 3. In the event of a vacancy among the elected representative on the Board, the remaining directors may designate by appointment a successor to serve until the next annual meeting of members at which time a successor shall be elected to complete the unexpired term. The Board is authorized in its own discretion to leave a vacancy unfilled until the next annual meeting of the members. A director who ceases to be current with their dues shall be disqualified from continued service on the Board.
ARTICLE IV. OFFICERS
Section I. The Officers of the Network shall be elected by the members at the annual meeting of members, and in general, Officers will serve for a term of one year. The officers shall be a President, a President-Elect, a Secretary, and a Treasurer. The duties of the Officers shall generally be such as customarily apply to such positions, subject to any specific definitions made by these Bylaws. No two (2) offices may be held at the same time by the same person.
Section 2. The President shall preside at the meetings of the Network, at meetings of the Board, and at meetings of the Executive Committee. The President shall also represent the Network on all matters of official business and will be responsible for setting the program of the annual membership meeting.
Section 3. In the event of the absence or disability of the President in connection with any duly called meeting of the Network, the Board, or the Executive Committee, the President-Elect shall preside. The President-Elect shall succeed to the office of President upon the expiration of the President's term or whenever the office of President shall become vacant.
Section 4. The Secretary shall act as a secretary at the meetings of the members and meetings of the Board and in connection therewith shall keep the minutes of all meetings and be responsible for the proper distribution of all required notices. In particular, the secretary will maintain a copy of all minutes for archival purposes and website posting. The Secretary-Elect shall succeed to the office of Secretary upon the expiration of the Secretary's term or whenever the office of Secretary shall become vacant.
Section 5. The Treasurer shall be the Network's chief financial officer and as such shall be responsible for the supervision of the financial affairs of the Network. The Treasurer shall also be responsible for the preparation of an operating budget for the Network, the financial procedures of the Network including an audit every three (3) years of its books and records, maintaining tax-exempt status filings, and making recommendations to the board regarding investments. The Treasurer will also be responsible to maintain key financial records and convey these to their successor. The Treasurer shall present a report of the fiscal status of the Network annually to the membership. The Treasurer-Elect shall succeed to the office of Treasurer upon the expiration of the Treasurer's term or whenever the office of Treasurer shall become vacant.
Section 6. All officers of the Network shall all serve for a term of one (1) year or until their successors are qualified. All officers shall serve without compensation, fee, or other payment. Officers, however, shall be entitled to reimbursement for expenses incurred on behalf of the Network.
ARTICLE V. COMMITTEES
Section 1. There shall be a Nominating and Elections Committee. The Chair of this committee shall be the immediate Past-President. The Chair shall appoint two (2) additional members to this committee. This committee shall oversee the elections.
Section 2. The Board may, at its discretion, from time to time create other standing committees or editorial boards to implement programs and policies it has approved. The President shall have the power and authority to appoint the Chair and members of such committees or editorial boards subject to approval by the Board. The President shall also have the power and authority to create ad hoc committees from time to time for special functions or purposes.
ARTICLE VI. ELECTIONS
Nominations for offices that become vacant, shall be made by the Nominating and Election Committee and by Membership every year.
Section 1. At the discretion of the Board, elections may be conducted electronically. At least thirty (30) days prior to the voting deadline, a ballot containing the list of all nominees will be sent to the Membership electronically and posted on the website. Results will be announced electronically and posted on the website.
Section 2. Ninety (90) days prior to each election, the Nominating and Elections Committee will identify candidates for each open position and prepare the ballot. This committee will also call for nominations from Members in good standing electronically sixty (60) days prior to each election. This committee shall prepare a slate of candidates for all offices to be filled and for vacancies on the Board.
Section 3. Each elected member will serve a term of one (1) year for Officers and three (3) years for Councilors. Councilor terms will be staggered such that members will rotate off after each election. A departing member may run for another term after they have sat out a minimum of two (2) years.
ARTICLE VII. MEETINGS
The Network is authorized to hold scientific and educational meetings, whether international, national or regional. The meeting programs shall comprise scientific and membership affairs presentations along with committee reports as appropriate.
Section 1. The Membership meeting shall be either in person, video conference or electronically at least once every other year at a time and place to be determined by the Board. Twenty (20%) of Members shall constitute a quorum at any duly authorized meeting. The act of the majority of the Members present at the Membership meeting at which a quorum is present shall be the act of the Membership. Each member shall have one (1) vote in elections of Officers and matters arising.
Section 2. Other meetings of the Board and meetings of the committees may be held at any time on call of the President or the Chair of a committee, or at the request of one-third (1/3) of the Board or committee members. A quorum in any of these meetings shall be a majority of the representatives.
Section 3. The Board shall meet quarterly by conference call for the purpose of conducting Network business. These and additional meetings of the Board may be held on an ad hoc basis as called by the President or at the request of two (2) Board members. Except as otherwise provided by law, or these Bylaws, the act of the majority of the Officers present at a meeting at which a quorum is present shall be the act of the Board.
Section 4. No proposal can be brought to a vote at an annual or special meeting of the members unless it has been approved by the Board. The Secretary may include the substance of any such proposal in the written notice of said meeting, or the Secretary may submit separately such proposals electronically to the representatives or Members.
Section 5. The Board may vote and take action on any matter without a meeting if all voting members of the Board consent thereto in writing. Such writing may be accomplished by electronic transmission, mail or facsimile.
ARTICLE VIII – DUES AND ASSESSMENTS
Section 1. All fiscal affairs of the Network shall be conducted on the basis of the calendar year. The Board may determine from time to time the amount of initiation fee, if any, annual dues, and special assessments for designated purposes payable to the Network by members.
Section 2. The Board may authorize reimbursement for reasonable expenses incurred by Officers and committee members in connection with the performance of their duties.
Section 3. Members of the Board shall not receive compensation for their service.
ARTICLE IX. GENERAL PROVISIONS
Section 1. The Network's fiscal year shall end December 31.
Section 2. No action of the Network is to be construed as committing any member to the Network's position on any issue.
Section 3. The Network may employ by contract an Operations Manager, henceforth referred to as the “Manager”, responsible for maintaining the records for use by the Board and the Membership, and when needed for tax purposes and otherwise. Network records will include, but not be limited to, tax records, financial records, society correspondence, membership database information, bank account records, etc. The Manager shall also be responsible for conveying information among members and potential members. This will include developing, maintaining and updating website content.
Section 4. The principal office of the Network shall be located in the State of residence of the Manager. The Network may establish and maintain other offices in any of the States, territories, or possessions of the United States, and in such place as may from time to time be approved by the Board.
Section 5. To the maximum extent allowable under Florida law, the Network shall indemnify any Board member, employee, agent or committee member or former Board member, employee, agent or committee member (collectively the “Indemnified Parties”) against expenses, costs, and attorneys’ fees actually or reasonably incurred by an Indemnified Party in connection with the defense of any action, suit or proceeding, civil or criminal, in which they are made a party by reason of being or having been a member of the Executive Committee, employee, agent or committee member. The Indemnified Party shall not be indemnified if they are adjudged to be liable on the basis that they breached or failed to perform the duties of their office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed for an Indemnified Party for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding provided that such Indemnified Party must reimburse the Network if it is subsequently determined that they were not entitled to indemnification.
Section 6. Upon the dissolution or other termination of the Network, no part of the property of the Network nor any of the proceeds thereof shall be distributed to, or inure to the benefit of any of the members, but all such property and proceeds shall, subject to the discharge of valid obligations of the corporation and to applicable provisions of law, be distributed to such organization or organizations qualified under Section 501(c) 3 of the Internal Revenue Code, or its successor provision, for the benefit of the enhancement of medical and scientific education and research, as the officers and board of directors shall direct, excluding private foundations.
ARTICLE X. AMENDMENTS
Section 1. These Bylaws may be amended, altered or repealed or new Bylaws made, only by the majority vote of the Board at a regular or special meeting, provided that notice of such alteration, amendment or repeal shall be included in notice of such meeting.
Section 2. The Network’s Articles of Incorporation may be amended by a meeting of the Board upon receiving the note of a majority of the noting members of the Board. The Board shall report any amendments so adopted to the Network membership at the first meeting after adoption by the Board.
Section 3. The dissolution of the Network shall be authorized at a meeting of the Board upon the adoption of a resolution to dissolve by the vote of a majority of the voting members of the Board.
These Bylaws were adopted on March 10, 2020, by majority vote of the Board of Directors.
Kathy Giacomini, PhD, President
Andrew A. Monte, MD, Vice President
Ronald M. Krauss, MD, Treasurer
Dan Roden, MD, Secretary