CALIFORNIA SOCIETY OF HEALTH-SYSTEM PHARMACISTS

PROPOSAL IN STP FORMAT

PROPOSAL: To Amend CSHP Bylaws Article V. Meetings of the Society.

SUBMITTED BY: The Blue Ribbon Committee (BRC) on Governanceand the Board of

Directors

DATE SUBMITTED: September 27, 2016

SITUATION:

  1. In calling, planning and executing the CSHP Special House of Delegates in July 2015, multiple inconsistencies were found in the governing documents (Bylaws, Regulations of the HOD) and the Board Administrative Policies of CSHP.
  1. At the recommendation of the CSHP Special House of Delegates, a BRCon Governance was appointed by President-Elect Kethen So in August 2015 to review the CSHP Governing Documents and to provide the CSHP Board of Directors with recommendations on identified issues and inconsistencies.
  1. The BRC was also charged to provide suggestions to ensure checks and balances within the governance structure.
  1. The Board of Directors (BOD) concurrently established a Board Working Group (BWG) to review the Bylaws from their perspective.
  1. In Spring 2016 the two groups merged to jointly review governance documents, as they were both identifying similar problems.
  1. Changes to the CSHP Bylaws must be approved by the House of Delegates.
  1. Certain sections of the Bylaws must then proceed to the full membership for approval,
  1. This section of the bylaws currently states:

Bylaws Article V

MEETINGS OF THE SOCIETY

SECTION 1. MEETING BY DELEGATES

The House of Delegates established by Article VIII of these Bylaws shall have and may exercise all the powers, rights and privileges that are, or may lawfully be, vested in the members of the Society except as otherwise specifically provided in these Bylaws.

SECTION 2. PLACE OF MEETINGS

Meetings of the House of Delegates shall be held at the principal place of business of the corporation or at such other place within or outside the State of California as may be designated by the Board of Directors.

SECTION 3. ANNUAL SESSION

(a) The annual session of the House of Delegates shall be held in October of each year or at such other time and place as the Board of Directors may fix in the notice of such session. At this session, Directors shall be installed as provided in Section 3 of Article VI and any other proper business may be transacted, subject to Section 6 of this Article V of these Bylaws.

(b) There shall be one meeting of each annual session of the House of Delegates, as provided in Section 4 of Article VIII of these Bylaws. Each delegate shall be notified of the time and place of such meetings at least 30 days prior to the meeting.

SECTION 4. OTHER MEETINGS

Other meetings of the House of Delegates shall be held on dates and at places as determined by the Board.

SECTION 5. SPECIAL MEETINGS

(a) Authorized Persons Who May Call Meetings. A special meeting of the House of Delegates for any lawful purpose may be called at any time by any of the following: the Board of Directors, the President with consent of the Board of Directors, a majority of the members of the House of Delegates, or five percent (5%) or more of the voting membership of the Society.

(b) Calling Meetings. A special meeting of the House of Delegates called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and shall be delivered to the President or Executive Vice President (Secretary) of the corporation. The officer receiving the request shall cause notice to be properly given to the members entitled to vote, in accordance with the provisions of California Corporations Code Section 7511.

(c) Proper Business of Special Meeting. No business, other than the business the general nature of which is set forth in the notice of the meeting, may be transacted at a special meeting of the House of Delegates.

SECTION 6. NOTICE OF SOCIETY MEETINGS

(a) General Notice Contents. Whenever the House of Delegates is required or permitted to take any action at a meeting, written notice of the meeting shall be sent or otherwise given in accordance with Subsection (c) of this Section 6 to each delegate entitled to vote. The notice shall specify the place, date and hour of the meeting and:

(i) In case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted; or,

(ii) In the case of the annual session, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the delegates, but any proper matter may be presented at the meetings.

(b) Notice of Certain Agenda Items of the House of Delegates. Unless notice of the following agenda items is validly provided or waived in writing, any such item can only be approved upon a two-thirds (2/3) vote by the delegates:

(i) Removing a Director without cause;

(ii) Filling vacancies on the Board of Directors by the members;

(iii) Amending the Bylaws;

(iv) Approving a contract for a transaction in which a Director has a material financial interest;

(v) Electing to wind up and dissolve the corporation; or,

(vi) Approving a plan of distribution of assets, other than cash, not in accordance with liquidation rights of any class or classes as specified in the Articles ofIncorporation or these Bylaws, when the corporation is in the process of winding up. (c) Manner of Giving Notice. Notice of any meeting of members shall be given in accordance with the provisions of California Corporations Code Section 7511.

SECTION 7. QUORUM

The presence in person of two thirds (2/3) of the delegates entitled to cast a vote shall constitute a quorum for the transaction of business.

SECTION 8. VOTING

(a) Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, delegates entitled to vote at any meeting of the Society shall be members in good standing as of the record date determined under Section 9 of this Article V.

(b) Manner of Casting Votes. Votes may be taken by voice, by shown hands or by ballot. Delegates shall have no rights to accumulate their votes.

(c) Voting. Each delegate entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the delegates.

(d) Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the delegates, unless the vote of a greater number is required by the California Nonprofit Mutual Benefit Corporation Law.

SECTION 9. RECORD DATE FOR MEMBER NOTICE, VOTING, GIVING CONSENTS AND OTHER ACTIONS

The "record date" for purposes of determining which delegates are entitled to receive notice of any meeting, to vote, to give consent, or to take other action

shall be determined by the Board of Directors, or if it fails to do so, in accordance with the California Nonprofit Mutual Benefit Corporation Law.

  1. It is recommended that items pertaining to the purpose, composition, allocation, selection and responsibilities of the House of Delegates remain in the bylaws. Procedural rules as to how the House of Delegates is conducted are recommended delineated in the Rules of the House of Delegates.
  1. This article of the bylaws, Meetings of the Society, should only refer to general meetings of the Society. Sections pertaining to meetings of the House of Delegates are recommended to be moved to Article VIII. House of Delegates.
  1. Language is added to include a General Membership meeting, which is required by California law.
  1. Section 1, Meeting by Delegates, is recommended to be permanently deleted. Since the HOD is a group, it cannot have the power, rights, or privileges of a member.
  1. Procedural processes for the House of Delegates are recommended to be moved to the Rules of the House of Delegates. (Which will be edited in another STP.)

TARGET:

  1. CSHP is a member-centric organization.
  1. CSHP governance follows the hierarchy of:
  2. Articles of Incorporation (California law)
  3. CSHP Bylaws
  4. Regulations of the House of Delegates
  5. Board Administrative Policies
  6. Volunteer Handbook
  7. Staff Handbook
  1. There are no conflicts or inconsistencies within the CSHP governing documents and Board Administrative Policies or other internal documents.
  1. CSHP Board Administrative Policies accurately reflect current practice and organizational standards.
  1. Create clear, consistent governing documents in order to restore the reputation and level of trust at CSHP among internal and external stakeholders (CSHP members and affiliated organizations, legislators, and outside organizations).

PROPOSAL:

  1. Recommend to move Sections pertaining to meetings of the House of Delegates to Article VIII. House of Delegates(Refer to proposal Q)

2. That California Society of Health-System Pharmacistsamend Article V of the Bylaws,

BYLAWS.

Article V. MEETINGS OF THE SOCIETY

SECTION 1.OPEN MEETING OF MEMBERSHIP

An annual meeting of the membership shall be held as required by California law.

SECTION 1. MEETING BY DELEGATES

The House of Delegates established by Article VIII of these Bylaws shall have and may exercise all the powers, rights and privileges that are, or may lawfully be, vested in the members of the Society except as otherwise specifically provided in these Bylaws

SECTION 2. PLACE OF MEETINGS

Meetings of the House of Delegates shall be held at the principal place of business of the corporation or at such other place within or outside the State of California as may be designated by the Board of Directors.

SECTION 3. ANNUAL SESSION

(a) The annual session of the House of Delegates shall be held in October of each year or at such other time and place as the Board of Directors may fix in the notice of such session. At this session, Directors shall be installed as provided in Section 3 of Article VI and any other proper business may be transacted, subject to Section 6 of this Article V of these Bylaws.

(b) There shall be one meeting of each annual session of the House of Delegates, as provided in Section 4 of Article VIII of these Bylaws. Each delegate shall be notified of the time and place of such meetings at least 30 days prior to the meeting.

SECTION 42. OTHER MEETINGS

Other meetings of the House of Delegates membership shall be held on dates and at places as determined by the Board of Directors.

SECTION 5. SPECIAL MEETINGS

(a) Authorized Persons Who May Call Meetings. A special meeting of the House of Delegates for any lawful purpose may be called at any

time by any of the following: the Board of Directors, the President with consent of the Board of Directors, a majority of the members of the

House of Delegates, or five percent (5%) or more of the voting membership of the Society.

(b) Calling Meetings. A special meeting of the House of Delegates called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted,

and shall be delivered to the President or Executive Vice President (Secretary) of the corporation. The officer receiving the request shall cause notice to be properly given to the members entitled to vote, in accordance with the provisions of California Corporations Code Section 7511.

(c) Proper Business of Special Meeting. No business, other than the business the general nature of which is set forth in the notice of the meeting, may be transacted at a special meeting of the House of Delegates.

SECTION 6. NOTICE OF SOCIETY MEETINGS

(a) General Notice Contents. Whenever the House of Delegates is required or permitted to take any action at a meeting, written notice of the meeting shall be sent or otherwise given in accordance with Subsection (c) of this Section 6 to each delegate entitled to vote. The notice shall specify the place, date and hour of the meeting and:

(i) In case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted; or,

(ii) In the case of the annual session, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the delegates, but any proper matter may be presented at the meetings.

(b) Notice of Certain Agenda Items of the House of Delegates. Unless notice of the following agenda items is validly provided or waived in writing, any such item can only be approved upon a two-thirds (2/3) vote by the delegates:

(i) Removing a Director without cause;

(ii) Filling vacancies on the Board of Directors by the members;

(iii) Amending the Bylaws;

(iv) Approving a contract for a transaction in which a Director has a material financial interest;

(v) Electing to wind up and dissolve the corporation; or,

(vi) Approving a plan of distribution of assets, other than cash, not in accordance with liquidation rights of any class or classes as specified in the Articles of Incorporation or these Bylaws, when the corporation is in the process of winding up. (c) Manner of Giving Notice. Notice of any meeting of members shall be given in accordance with the provisions of California Corporations Code Section 7511.

SECTION 7. QUORUM

The presence in person of two thirds (2/3) of the delegates entitled to cast a vote shall constitute a quorum for the transaction of business.

SECTION 8. VOTING

(a)Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, delegates entitled to vote at any

meeting of the Society shall be members in good standing as of the record date determined under Section 9 of this Article V.

(b) Manner of Casting Votes. Votes may be taken by voice, by shown hands or by ballot. Delegates shall have no rights to accumulate their votes.

(c) Voting. Each delegate entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the delegates.

(d) Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the delegates, unless the vote of a greater number is required by the California Nonprofit Mutual Benefit Corporation Law.

SECTION 9. RECORD DATE FOR MEMBER NOTICE, VOTING, GIVING CONSENTS AND OTHER ACTIONS

The "record date" for purposes of determining which delegates are entitled to receive notice of any meeting, to vote, to give consent, or to take other action shall be determined by the Board of Directors, or if it fails to do so, in accordance with the California Nonprofit Mutual Benefit Corporation Law.

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