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Bylaws

ARTICLE I. NAME

The Association shall be known as the Drug Information Association, Inc. (“DIA” or “the Association”).

ARTICLE II. PURPOSES

The Association is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

THE PURPOSES OF THE ASSOCIATION shall include, but not be limited to, the following:

A. To provide a worldwide, neutral forum for discussion of national, regional and global aspects of drug research and development and registration; and for the exchange and dissemination of information in the medical, biological, pharmaceutical and related healthcare-technology fields.

B. To serve and develop members in industry, academia and government by facilitating the exchange of information critical to their professional performance and achievement.

C. To afford its members an opportunity to discuss and exchange ideas about how to optimize the discovery, development, regulation and utilization of pharmaceutical and related products through the conduct of workshops and meetings worldwide that focus on current developments, issues, challenges and opportunities in the pharmaceutical and medical sciences industry.

D. To foster cooperative efforts among educational, research, industrial, and governmental personnel engaged in activities relevant to the Association’s mission.

ARTICLE III. USE OF FUNDS

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, Directors, Officers or other private persons. The Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments, distributions, and investments. No part of the activities of the Association shall be the carrying on of promotion, advertising, lobbying, or otherwise attempting to influence legislation. The Association shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).

ARTICLE IV. PUBLICATIONS

A. The official publication of DIA shall be named Therapeutic Innovation & Regulatory Science. In addition, the Office of the Worldwide Executive Director may issue a newsletter and other publications on a regular and timely basis to meet member needs.

B. EDITOR – The Worldwide Executive Director may contract with or employ a person for performance of duties as editor of Therapeutic Innovation & Regulatory Science. Editors of key DIA publications, such as Therapeutic Innovation & Regulatory Science, shall be approved by the Board of Directors. The editor shall not serve on the Board of Directors. The duties of the editor shall include: assuring composition of the editorial board, whose responsibility is to serve as a peer review body; appropriately reviewing proposed articles by the editorial board; and compiling, composing, and assuring timely publication of Therapeutic Innovation & Regulatory Science.

ARTICLE V. MEMBERSHIP

Membership is open to those interested in upholding and contributing to the mission, goal and vision of DIA, consistent with United States law applicable to international activities.

A. Active Members

1. Eligibility for active membership in DIA shall extend to any individual meeting the criteria above.

2. Every application for active membership shall be submitted to DIA Worldwide Headquarters along with the annual dues fee. Membership is granted on an annual basis following payment of dues.

3. Each active member shall be entitled to one vote for election of directors and officers and changes in the Bylaws in accordance with procedures approved by the Board of Directors, and such votes shall be cast by proxy ballot, in accordance with applicable law.

B. Life Members and Honorary Members

1. Based upon past significant contributions to the success of DIA, an active or retired member or categories of individuals (e.g., DIA Past Presidents) may be eligible for life membership. Life membership may be awarded by vote of the Board of Directors and shall carry all privileges of active membership without obligation to pay Association dues or assessments.

2. The Board of Directors may confer honorary membership upon an individual at any time in recognition of extraordinary contributions toward the mission, vision, and goal(s) of the Association (for example, members who have received a Distinguished Career Award). Such membership shall not in itself carry the privilege of voting, holding office, or the obligation of paying Association dues or assessments.

C. Student Members

Student members shall be those individuals who can document that they are enrolled in an academic program relevant to the mission, goal, and vision of the Association. The dues to be paid by this class of members shall be set by the Board of Directors. Such members shall be entitled to member level access to the DIA website and all documents and services therein but shall not be eligible to receive any printed material distributed by the DIA office. Such members shall not be eligible to vote or to hold office.

D. Retired Members

Retired members shall be those individuals who can demonstrate that they are fully retired from the workforce. The dues to be paid by this class of members shall be set by the Board of Directors. Such members shall be entitled to member level access to the DIA website and all documents and services therein but shall not be eligible to receive any printed material distributed by the DIA office. Such members shall not be eligible to vote or hold office.

E. Regional Memberships

1. Full Regional Memberships – Regional members who pay full regional dues as determined by the Board of Directors will be considered active members with full membership privileges.

2. Special Regional Memberships or Complimentary Regional Memberships – the Worldwide Executive Director of the Association may, at his/her discretion and on there commendation of the Board of Directors, offer special, discounted, or complimentary membership grants to groups or individuals of a specific geographic region as an incentive to participate in the activities of DIA. Such members shall be provided member level access to the DIA website and all documents and services offered on-line, but not printed materials distributed by the DIA Office. Such members shall be entitled to other membership privileges, including the ability to vote, but shall not be eligible to run for office.

F. Termination of Membership

1. Failure to pay dues within ninety (90) days of their due date shall result in the termination of membership.

2. Membership may be terminated, subject to Board approval, if a member commits an egregious act that dishonors DIA, subject to the member being provided the opportunity to receive notice of the reason for such termination and provide a written response to such notice.

ARTICLE VI. OFFICERS AND BOARD OF DIRECTORS

A. Board of Directors

1. General Responsibilities

a) The DIA Board of Directors is responsible for: establishing the direction of the Association; setting overall strategy and policy objectives for the Association; reviewing the Worldwide Executive Director’s plans for achieving the Board’s aims; oversight and final approval of the Association’s budget and all appointments to committees, councils, and ad hoc working task forces; and monitoring the sufficiency of the progress toward DIA’s goals.

b) The DIA Board of Directors is accountable to the worldwide membership.

2. Composition

a) Officers: President, President-Elect, Immediate Past President, and Treasurer of the Association, who have been elected in accordance with these Bylaws and procedures adopted by the Board. A full term of the office of the President, President-Elect, and Immediate Past President shall be one year in each office. A full term of the office of the Treasurer shall be three years. The Treasurer may not serve more than two consecutive full terms.

b) Directors: The Directors include up to twelve active members of DIA who have been elected pursuant to these Bylaws and procedures adopted by the Board. A full term of the office of Director shall be three years, their terms being subject to overlapping in such a way that, except to fill vacancies, not more than four shall be elected in any one year. Elected Directors may not serve more than two full consecutive terms.

c) Ex-Officio Directors: Worldwide Executive Director (see Article VI. B. 1); Chairpersons of Regional Advisory Councils (see Article VI. B. 2).

3. Duties of Officers

a) The President shall govern the affairs of the Association according to the Bylaws and subject to the actions of the Board of Directors. The President shall preside at all meetings of the Board of Directors. The President is Chairperson of the Executive Committee, is consulted in the nominations and elections process, and is an ex-officio member of all other Board committees. Standing Committee assignments are made by the President, proposed to the Executive Committee, and presented to the Board for approval. In the event of a Standing Committee position vacancy, the President may appoint a person to fill the vacancy subject to approval of the Board.

b) The President-Elect shall assist the President in all duties, and generally shall become acquainted with the duties of the President. The President-Elect is a member of the Executive Committee and Chairperson of the Strategic Planning and Implementation Committee.

c) The Immediate Past President is a member of the Executive Committee and is Chairperson of the Governance and Leadership Committee.

d) The Treasurer is authorized to sign all legal documents requiring the signature of a Board officer. The Treasurer shall review the financial status of the Association on a quarterly basis and shall contribute to the annual report to the DIA membership as stated in Article X. The Treasurer is a member of the Executive Committee and is Chairperson of the Finance Committee. The Treasurer also serves to fulfill the legal requirements of a Secretary and may execute such documents and take such actions as shall be required by law with that title.

4. Fiduciary Duties

Directors have fiduciary duties, which include but are not limited to the following:

a) Standards of Conduct – in carrying out their functions for DIA, the members of the Board of Directors are subject to two primary obligations: a Duty of Care and a Duty of Loyalty.

b) The Duty of Care – each member of the Board of Directors is asked to be reasonably informed, to participate in decisions, and to do so in good faith and with the care of a prudent person in similar circumstances. Also, each member is expected to participate in all scheduled meetings of the Board of Directors.

c) The Duty of Loyalty – this requires members of the Board of Directors to exercise the power of their positions in the interest of DIA members worldwide, not their own interest or the interest of another entity or person.

5. Vacancies

a) The DIA Executive Committee will recommend to the Board of Directors the names of persons to fill a vacancy of a director or officer that occurs for any reason in accordance with ballots cast by the membership. The Board shall decide if the vacancy will be filled for the remainder of the term of the vacancy upon confirmation of a majority of the remaining Board members. This confirmation may occur by polling the remaining Board members or during a subsequent Board of Directors meeting. Otherwise, vacancies may only be filled by vote of the members in accordance with these Bylaws and procedures adopted by the Board of Directors.

b) A director may be removed for cause or without cause by a majority vote of the voting members in accordance with procedures adopted by the Board and with applicable law. An officer may be removed from such officer position for cause or without cause by a two-thirds vote of the Board of Directors present and voting. In the event of any removal action, the officer or director shall have the opportunity to receive notice of the reason for such removal and provide a written response to such notice.

6. Meetings

The Board of Directors shall hold regular meetings and may fix the date and place for such meetings. Such scheduled meetings of the Board may be held without further notice. Special meetings of the Board may be called by the President or by any four elected Directors upon seven (7) days advance notice. Special meetings may be held with a quorum present with less than seven (7) days notice only if the Directors unable to attend provide a written waiver of their right to do so.

7. Quorum

A majority of the Board of Directors shall constitute a quorum of the board. An act of the majority of Directors and Officers present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors. In the event of the absence of all three of the President, President-Elect and Immediate Past President, a quorum shall be deemed not to be present.

8. Meeting Procedure

The President, or in the President’s absence, the President-Elect, shall preside at all meetings of the Board of Directors. In the absence of both President and President-Elect, the Immediate Past President shall preside. The presiding officer shall have no vote except to break a tie.

9. Elections

Officers, Directors, and Chairpersons of Regional Advisory Councils shall be elected pursuant to proxy ballots sent to members entitled to vote for election at the Annual Meeting of the Association pursuant to the DIA Board of Directors Nominations and Elections Procedures document approved by the Board of Directors.

10. Indemnification

DIA may indemnify a current or former officer, director, or employee against expenses, judgments, penalties and settlements in connection with or arising out of any civil proceedings in which that person may be involved as a party or otherwise by reason of their having been such officer, director, or employee, in accordance with applicable law. Such indemnification may be made only in accordance with the procedures adopted by the Board of Directors.

B. Ex-Officio Directors

1. Worldwide Executive Director

a) The Worldwide Executive Director shall be responsible for: operating the Association; providing continuity of actions and administrative support for meetings, courses, and other activities conducted by the Association; maintenance of membership and financial records; and supervision and oversight of all DIA offices and staff. He or she shall be responsible for providing direction and advice to the Board of Directors on strategic and operational planning. The Worldwide Executive Director or his/her authorized designee shall be responsible for signing all contracts on behalf of DIA.

b) The Worldwide Executive Director shall have the authority and duty, both regarding members of DIA and staff, to implement all policies of DIA in a lawful manner and in accordance with generally accepted business and financial principles and ethical standards.

c) The Worldwide Executive Director shall serve on the Board of Directors and on the Executive Committee as an ex-officio member without voting privileges. The Worldwide Executive Director shall attend and participate in all meetings of DIA Board of Directors and Executive Committee, except during closed executive sessions when it is so determined by the Board or Executive Committee, respectively.

d) The Worldwide Executive Director is accountable to the Board of Directors. The Worldwide Executive Director reports to the Executive Committee who shall set goals for the coming year with the Worldwide Executive Director and evaluate his or her performance yearly.

2. Chairperson of Regional Advisory Council

a) The Chairperson of a Regional Advisory Council shall be elected by DIA members in their respective regions every three years in accordance with these Bylaws. The Board may, from time to time, alter the length of a Chairperson’s term to prevent excessive Board turnover in any given election cycle. Provisional Regional Advisory Council Chairs shall serve a term as determined by the Board of Directors. Chairpersons shall serve as ex-officio Directors of the Association, shall attend meetings of the Board of Directors, and shall have full voting privileges. He/she may serve no more than two full, consecutive 3-year terms in this role.

b) The Chairperson shall be responsible for: providing direction and support to their respective Regional Advisory Council based upon the DIA strategic plan, policies, and procedures; providing input/feedback from their respective Council to the Board; and reporting on the status of their respective Council activities at each Board meeting.

ARTICLE VII. ANNUAL BUSINESS MEETING, ANNUAL MEETING OF THE ASSOCIATION AND ANNUAL REGIONAL MEETINGS

A. DIA shall conduct an Annual Business Meeting of the membership each year, which will coincide with the Annual Meeting of the Association.

B. The Board of Directors shall have oversight of the Annual Meeting and annual regional meetings, as these meetings are of critical importance to the Association.

C. A quorum for any membership meeting shall be two (2) percent. Proxy votes are permitted.

ARTICLE VIII. STANDING COMMITTEES AND OTHER COMMITTEES, COUNCILS, AND AD HOC WORKING GROUPS

A. Standing Committees

The following committees are Standing Committees of DIA:

With Executive Committee review and Board approval, the President will appoint the members of each Standing Committee to accomplish the annual work of such committee. Each committee is required to have at least two Board members, one of whom shall serve as chair. Additional committee members may be Board members or DIA members. Special expertise may be used by any of these committees. If any contracts are required, Board approval will be needed.

1. Audit Committee

a) The Audit Committee shall assist the Board of Directors with oversight of the following areas: integrity of the Association’s financial statements; compliance with legal and regulatory requirements; internal controls; assessing auditors’ qualifications and independence, and review of the performance of the independent auditor and audit procedures.

b) The Audit Committee shall consist of at least two Board members appointed by the President and approved by the Board. Members of the Audit Committee are not eligible to serve on the Finance Committee simultaneously.

2. Executive Committee

a) The Executive Committee focuses on making the Board itself work and also serves as a sounding board for the Worldwide Executive Director. The Executive Committee, with the Worldwide Executive Director, shall establish the Board meeting agendas, review the President’s proposed appointment of Standing Committee members and chairpersons in accordance with these Bylaws, establish the process for hiring and termination of the Worldwide Executive Director, and conduct an annual performance evaluation of the Worldwide Executive Director.

b) The Executive Committee is empowered to make decisions that can be made by the Board of Directors, for matters that arise between regularly scheduled Board meetings and that require immediate or timely decisions where a delay would not be in the best interest of the Association. Excluding confidential personnel matters, decisions by the Executive Committee will be reported to the Board of Directors in a timely manner (if possible, within 48 hours). In the event of a true emergency as determined by the Executive Committee, the matter will be brought to the attention of the Board of Directors for resolution via face-to-face meeting, or via teleconference or video conference.

c) The Executive Committee shall be composed of the President, President-Elect, Immediate Past President, and Treasurer as voting members, and the Worldwide Executive Director as a non-voting member. The President shall serve as chairperson.

d) The President (or President-Elect) will ensure that there will be an accurate recording of minutes of each meeting.

e) Governance limitations of the Executive Committee shall be set forth in policy as approved by the Board of Directors.

3. Finance Committee

a) The Finance Committee shall ensure the development of the annual budget of the Association; review the financial status of the Association on an ongoing basis and, at least quarterly, develop a plan for financial investments and other financial activities for the coming year; and make recommendations regarding the management and disposition of funds. The Chairperson shall make a report at each Board of Directors meeting.

b) The Finance Committee shall be composed of at least two Board members. The Treasurer shall serve as chairperson. The Worldwide Executive Director and DIA finance director shall be standing members of the Committee. Members of the Finance Committee are not eligible to serve on the Audit Committee simultaneously.

4. Governance and Leadership Committee

a) The Governance and Leadership Committee shall conduct an annual review of the Bylaws and submit a report of its findings and recommendation to the Board; conduct ad hoc reviews of other governance documents to ensure that they are current and in alignment to DIA’s mission, vision, and strategic plan; assess the organization’s governance needs and make recommendations to the Board as appropriate; lead the process to assess Board effectiveness; provide ongoing review and recommendations to enhance the quality of the Board of Directors and its practices; and ensure that the nomination process is conducted in accordance with the Nominations and Election of Officers and Directors document on file at the Executive Office, overseeing the nominations and appropriate procedures for the selection and presentation of qualified candidates to the membership.

b) The Governance and Leadership Committee shall be composed of at least two Board members. The Immediate Past President shall serve as chairperson.

5. Membership and Volunteer Engagement Committee

a) The Membership and Volunteer Engagement Committee shall assist the Board on all governance-level membership, volunteerism, Regional Advisory Council, and Community issues and is charged to help the Board fulfill its membership and volunteer engagement responsibilities that may include bringing back strategy-level recommendations to the Board.

b) The Membership and Volunteer Engagement Committee is comprised of at least two Board members.

6. Regional Advisory Councils

a) The Board of Directors may designate specific geographic regions to be represented by Regional Advisory Councils. The Regional Advisory Councils shall provide strategic input/advice to the Board, provide input and feedback to the Worldwide Executive Director or designee on the portfolio of products/services in its region, make recommendations on matters as requested by the Board and/or the Worldwide Executive Director of designee, and help build and maintain member affiliation in each Region.

b) A Regional Advisory Council shall consist of DIA members recognized for their expertise with a balanced representation according to geography, organizational type and interest areas. A member of a Regional Advisory Council may serve a maximum of four consecutive years. Past members are eligible for re-election or re-appointment after a two-year service hiatus. The Chairperson is an ex-officio Director, elected by members entitled to vote in the respective Region, and may serve no more than two (2) consecutive, full terms as chair.

c) Regional Advisory Councils shall be governed by the same charter and policies with each Council abiding by its own operating guidelines.

d) New Regional Advisory Councils (provisional Regional Advisory Councils) will be created, when appropriate, by the Board. A provisional Regional Advisory Council Chair shall be recommended by the President and approved by the Board and shall serve as Chair until the provisional status is removed, but not more than three years. If it is determined that the provisional status may be removed, a Chair will be elected by the members of that region during the next scheduled election.

7. Strategic Planning and Implementation Committee

a) The Strategic Planning and Implementation Committee shall engage the Board regularly in revising strategies on mission, vision, values, membership definitions, and other strategic issues through generative and strategic discussions and dedicated retreats; identify emerging trends which affect DIA’s future operations and policies and organize responses for consideration and action by the Board; manage the measurement of DIA’s success in achieving its goals; ensure the most efficient uses of technology in managing information; and implement Board initiatives aimed at forward planning.

b) The Strategic Planning and Implementation Committee shall be composed of at least three Board members. The President-Elect shall serve as chairperson.

B. Other Committees, Councils, and Ad Hoc Working Task Groups

Other committees, councils, and ad hoc working task groups may be appointed by the Executive Committee, subject to approval of the Board.

ARTICLE IX. DUES

The Board of Directors shall determine the annual fee for DIA dues. Dues shall be payable to DIA upon application for membership and annually thereafter, according to DIA procedures.

ARTICLE X. ANNUAL REPORT

The Worldwide Executive Director will issue to members an Annual Report on the status of the Association on an annual basis.

ARTICLE XI. SUBSIDIARIES, AFFILIATES

A. The Board may create and/or dissolve operational entities within the organization or separate subsidiaries, affiliates or offices in the United States of anywhere in the world in an effort to meet the vision, mission, and goals of the Association. All such operational entities are ultimately responsible to, and subject to the control of, the Board of Directors.

B. The Board of Directors may represent DIA as the sole member or shareholder of any such entities, subsidiaries or affiliates and establish such policies, procedures, and agreements as necessary to ensure compliance with DIA nonprofit and tax exempt purposes.

ARTICLE XII. DISSOLUTION OF CORPORATION

Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the exempt purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any assets not so distributed shall be distributed by a court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for the Association’s exempt purposes.

ARTICLE XIII. AMENDMENTS TO BYLAWS

A. The Bylaws will be reviewed by the Governance and Leadership Committee on an annual basis. The committee will submit a report of its findings to the Board of Directors.

B. Proposed amendments to the Bylaws must be approved by two-thirds of the entire Board of Directors prior to being sent to all active members with the Board of Director election ballot. A two-thirds affirmation vote of the active members who vote within 30 days of the Call for Vote shall be required for ratification.


Bylaws of the Drug Information Association

Amendments approved by the DIA Board of Directors – March 3, 2013

Amendments approved by the DIA Membership – June 22, 2013