ARTICLE I.  MISSION STATEMENT

The mission of the Pharmacogenomics Global 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

Section 1. There shall be three classes of membership in the Organization (1) Regular Memberships, (2) Trainee Memberships, which will be available to students and postdoctoral scholars during their training periods, and (3) Developing Country Membership, which will be available to individuals from Low and Middle Income Countries.

Regular Members, Trainee Members, and Developing Country Members will henceforth be 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 Organization 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 Organization and establish policy of the Organization. When transacting business of the Organization, each member of the Board shall act in good faith, in a manner the person reasonably believes to be in the best interest of the Organization as a whole. Members of the Board shall not be held personally liable for the obligations of the Organization.

Section 2. The Board shall be composed of the Past-President, President, President-Elect, Secretary, Treasurer, three (3) representatives of Regular Members (Councilors), one (1) representative of Trainee Members (Trainee Councilor) and Ex-Officio Directors.

The Officers shall be composed of the President, President-Elect, Past President, Secretary and Treasurer. They will be nominated by the Nominating and Elections Committee and elected by the members. The Presidential term is three (3 years), including serving for terms of one (1) year each as President-Elect, President, and Past President. The Secretary and Treasurer will be elected for terms of three (3) years.

The Councilors will be nominated by the Nominating and Elections Committee and elected for staggered terms of three (3) years each so that one such representative shall be elected each year. 

Officers and Councilors of the Organization shall serve as directors only as long as they hold office and will have full membership and voting rights. 

The Ex-Officio Directors will be appointed by their representative organization each year and will have full membership rights but will not vote on board decisions.

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 Organization shall be elected by the members. The officers shall be a President, a President-Elect, Past President, 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 Organization and at meetings of the Board. The President shall also represent the Organization 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 Organization, and the Board 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. The secretary will maintain a copy of all minutes for archival purposes.

Section 5. The Treasurer shall be the Organization's chief financial officer and as such shall be responsible for the supervision of the financial affairs of the Organization. The Treasurer shall be responsible for the supervision of the financial affairs of the Organization. The Treasurer will work with the Executive Director to ensure to help prepare tax filing and the future financial budgets for the organization. The Treasurer will approve all expenditure from the Organization. They will also oversee key financial records and present these to the PGRN board at regular meetings. 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 Organization annually to the membership.

Section 6. All officers shall serve without compensation, fee, or other payment. Officers, however, shall be entitled to reimbursement for expenses incurred on behalf of the Organization.

ARTICLE V. COMMITTEES

Section 1. There shall be a Nominating and Elections Committee. The Chair of this committee shall be the immediate Past-President, with the current President, and President-Elect as members. This committee shall oversee the elections.

Section 2. The Board may, at its discretion, from time to time create other standing committees, editorial boards, special interest groups, or working groups 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, editorial boards, special interest groups, or working groups 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 fourteen (14) 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. Each PGRN Member will have one (1) vote in elections. Twenty (20%) of Members must vote in the election to constitute a quorum. If a quorum is not reached, the election will be extended for another fourteen (14) days. If a quorum is still not reached, the Board will meet and decide the outcome of the election by majority vote. Results will be announced electronically and posted on the website.

Section 2. 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. This process will all take place 30 days before the election. This committee shall prepare a slate of candidates for all officers to be filled and for vacancies on the Board.

Section 3. The Secretary and Treasurer terms may be renewable for one (1) additional full term. Other departing member are eligible for another term of the same position after sitting out a minimum of two (2) years. Departing Board Members may run for different positions after the end of their term.

ARTICLE VII. MEETINGS

The Organization 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 Annual Scientific meeting shall be either in person, videoconference or electronically at least once a year at a time and place to be determined by the Board.

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 PGRN 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 Organization 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 Organization 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 Organization's fiscal year shall end December 31.

Section 2. No action of the Organization is to be construed as committing any member to the Organization's position on any issue.

Section 3. The Organization may employ by contract an Executive Director, 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. Organization 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 Organization shall be located in the State of residence of the Manager. The Organization 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 Organization 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 Organization if it is subsequently determined that they were not entitled to indemnification.

Section 6. Upon the dissolution or other termination of the Organization, no part of the property of the Organization 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. Bylaws shall be reviewed every three (3) years.

Section 2. The Organization’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 Organization membership at the first meeting after adoption by the Board.

Section 3. The dissolution of the Organization 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 August 1, 2025, by majority vote of the Board of Directors.

Erica Woodahl, President

Minoli Perera, President-Elect

Laura Ramsey, Treasurer

Jason Karnes, Secretary

Julie Johnson, Past President

Henk-Jan Guchelaar, Councillor

Vicky Pratt, Councillor

Folefac Aminkeng, Councillor

Natasha Casas, Trainee Councillor