BYLAWS
ARTICLE 1
Name and Purposes
SECTION 1: The name of this corporation is "THE OKLAHOMA PHARMACY FOUNDATION, INC." The purposes which it will hereafter pursue are as follows:
1. To provide funds and materials to promote the public health and safety by educating the public concerning pharmacy and pharmacy related matters.
2. To provide funds for the furtherance of pharmacy research.
3. To help provide leadership development training for pharmacists and others associated with the profession of pharmacy.
4. To provide for student residency programs in association management.
5. To provide student scholarships for pharmacy and pharmacy intern students.
6. Any or all other lawful affairs for which the Foundation may be incorporated under the laws of the State of Oklahoma
SECTION 2: It is expressly understood and agreed by The Oklahoma Pharmacy Educational Foundation Directors that the Corporation is organized and is to be operated exclusively for charitable, educational, or religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provisions of these by-laws or of the Certificate of Incorporation, the Corporation shall not carry any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) as amended. Furthermore, no part of the net earning of the Corporation shall insure to the benefit of, or be distributable to any private part, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of charitable purposes of the Corporation.
No substantial part of the activities of the Corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE II
Principal Office
SECTION 1: The Foundation shall maintain an office in the State of Oklahoma. The Foundation may also maintain a general office for the transaction of business at any location designated from time to time by the Board of Directors.
ARTICLE III
Board of Directors
SECTION 1: The Board of Directors shall be comprised of three to nine members. At least two members of the Board of Directors shall be members from the Board of Directors of the Oklahoma Pharmacists Association and shall be appointed by the then elected President of the Board of Directors with the approval of a majority of the Oklahoma Pharmacy Association Board of Directors. The additional directors shall be persons who are residents of the State of Oklahoma and who are not employed or otherwise directly related to the Oklahoma Pharmacists Association. Directors representing the community-at-large shall be elected by the then sitting Board of Directors of the Foundation. The Directors shall serve three (3) years, staggered terms.
SECTION 2: Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum as set forth in the Oklahoma Revised Statutes.
SECTION 3: Quorum. A majority of the number of Directors fixed pursuant to the bylaws shall constitute a quorum.
SECTION 4: Officers. The officers of the Foundation shall consist of a President, Vice President, Secretary, and a Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary. Officers shall be members of the Board of Directors and shall be elected by the Board of Directors. Officers shall be elected on an annual basis, and shall serve for a period of one (1) year. Officers may hold the same office for no more than two (2) consecutive terms.
SECTION 5: The President shall be the chief executive officer of the Foundation. He/She may call the meetings of the Board of Directors and, if present, shall preside at such meetings. He/She shall have general and active management of the business of the Foundation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
SECTION 6: The Vice President shall assume the duties of the President when the President is unable, for any cause, to perform his/her duties. Other duties of the Vice President shall be designated by the Board of Directors or by the President.
SECTION 7: The Treasurer shall have principal responsibility for all money by the Foundation and for all payments by the Foundation. He/She shall keep full and accurate accounts of receipts and disbursements in Foundation books and shall render to the President and Board of Directors, at meetings of the Board, or whenever the Board requires it, an account of all transactions as Treasurer and of the financial condition of the Foundation.
SECTION 8: The Secretary shall attend all meetings of the Board of Directors and of the members and record all votes and the minutes of all proceedings. They shall keep in safe custody the seal of the Foundation and, when authorized by the Board, affix the seal to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer. The Secretary shall send, or cause to be sent, notice of all meetings and shall perform such duties as may be prescribed by the Board of Directors or the President.
SECTION 9: Other officers and assistants shall have such duties as shall be designated by the Board of Directors or the President.
ARTICLE IV
Miscellaneous
SECTION 1: Liability. Any person who serves as a Director or who serves on a committee or in any advisory capacity to this nonprofit corporation or the Board of Directors of this nonprofit corporation shall be immune from civil liability and shall not be subject to suit directly or by way of contribution for any act or omission resulting in damage or injury if such person was acting in good faith and within the scope of their official capacity, unless such damage or injury was caused by willful and wanton or grossly negligent conduct of such person.
SECTION 2: Indemnity. The Foundation shall have the power to indemnify a director, officer, employee, agent, committee member or any person in an advisory capacity to the Foundation or its Board of Directors who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit as allowed by Oklahoma law.
ARTICLE V
Amendments
SECTION 1: Except as set forth herein, these Articles of Incorporation may be amended or changed by a majority vote of the Directors of the Foundation who are present at any annual or special meeting called for that purpose. Written notice setting forth the proposed amendments and the time and place of the
meeting shall be given by written notice to all the members at least ten (10) days prior to the meeting, or notice may be dispensed with if each member signs a "Waiver of Notice." Amendments to these Articles shall be signed and acknowledge by the President and attested to by the Secretary of the Foundation and shall be filed with the Oklahoma Secretary of State.
ARTICLE VI
Perpetual Existence
SECTION 1: The Foundation shall have the perpetual succession by its corporate name and shall exist in perpetuity.
ARTICLE VII
Dissolution
Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organization organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the country in which the principal office of the Foundation is then located, exclusively for such purposes as to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.