American Institute of the History of Pharmacy
Bylaws (as revised 2024)
[Note: These Bylaws are effective, and supersede existing Bylaws, as of December 9, 2024.]
Article 1: Name
The name of this organization shall be the American Institute of the History of Pharmacy (herein after described as “AIHP”), consistent with charitable, educational, scientific, and literary exempt purposes of the Internal Revenue Code Section 501(c)(3).
Article II: Object
The object of AIHP is to advance knowledge and understanding of the history of pharmacy and pharmaceuticals.
Article III: Members
Section 1. Member
Any dues paying individual or organization interested in the object of AIHP shall be a Member. An individual who pays the sum designated by the Board of Directors for Life Member shall not be required to pay additional membership dues, and shall have all the rights and benefits of a Member.
Section 2. Voting
Members may vote at the Annual Member Meeting or in any ballot sent by mail or electronic communication to Members. Each organizational Member shall designate an individual who may cast one vote allocated to each organizational Member.
Section 3. Dues
Membership dues shall be established by the Board of Directors. Annual membership dues shall be payable in advance of the calendar year to which they apply.
Section 4. Member Meetings
A meeting of Members shall be held annually, as provided in Article VIII. Special meetings of the membership may be called by the Board of Directors.
Article IV: Board of Directors
Section 1. Responsibilities
The Board of Directors is responsible for overall policies and the direction of AIHP in accordance with these Bylaws. The Board of Directors is responsible for developing, implementing, and monitoring AIHP strategic priorities and for approving the annual budget and award recipients.
Section 2. Composition
The Board of Directors shall be comprised of up to twelve directors including officers (as defined in Article V including the ex officio, voting Executive Director), six elected Directors, and the Dean of the University of Wisconsin-Madison School of Pharmacy who shall be an ex officio, non-voting Director.
Section 3. Terms of Office
The President, Vice President, Secretary, and six elected Directors shall be elected to staggered three-year terms of office based on the calendar year. The Treasurer shall be selected by a majority vote of the Board of Directors for a three-year term. Directors will maintain membership during their term of office and will serve until a successor is elected and installed.
Section 4. Term Limits
No director shall serve more than two consecutive three-year terms in one role. Term-limited directors are eligible to serve again after one intervening year. Notwithstanding the term limit provision, a director who is elected as an officer shall be eligible to serve up to two three-year terms in that office without an intervening year between terms of office.
Section 5. Board of Directors Meetings
The Board of Directors shall meet at least once a year with additional meetings at the discretion of the Board. A quorum shall consist of a majority of directors at the time of the meeting. A majority of votes cast at a Board of Directors meeting, by mail ballot, or by electronic communications shall decide all questions other than those where a greater proportion is required by these Bylaws.
Section 6. Participation
A director may participate in any meeting of the Board of Directors by or through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by this means is considered to be present in person at the meeting.
Section 7. Voting Between Meetings
Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action so taken is signed (including by electronic means) by two‐thirds of the voting directors then serving. Any such written consent shall be inserted into the minutes as if it were the minutes of a Board meeting.
Section 8. Vacancy
Any vacancy among the directors, including officers, may be filled by a majority vote of the remaining directors. A director appointed to fill a vacancy shall complete the term of the director who vacated the position. Fulfillment of a vacancy does not count toward term limits.
Section 9. Resignation
Any director may resign at any time by providing written notice to the President and the Secretary. A director who fails to attend two consecutive meetings without excuse before the meetings shall be presumed to have resigned.
Article V: Officers
Section 1. Designation
The officers of AIHP shall consist of President, Vice President, Secretary, Treasurer, and Executive Director as specified in Article IV, Section 2, and will comprise the Executive Committee.
Section 2. Duties- President
The President shall oversee and direct the functions of the Board of Directors as Chair of the Board, and coordinate activities and priorities with the Executive Director. The President shall preside at meetings of the Board of Directors and any meeting of Members.
Section 3. Duties- Vice President
The Vice President shall be vested with all the duties of the President in the absence of the President. The Vice President shall also have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the Board of Directors.
Section 4. Duties- Secretary
The Secretary shall serve as the AIHP recording officer. The Secretary shall record meeting minutes and facilitate communication among the Board of Directors, AIHP Staff, Members, and external stakeholders.
Section 5. Duties- Treasurer
The Treasurer shall supervise financial affairs and the safekeeping of AIHP funds, including maintaining adequate financial records and initiating the audit process. The Treasurer shall provide advice to the Executive Director to assure that all monies deposited and paid out are in accordance with procedures authorized by the Board of Directors and aligned with accounting best practices. The Treasurer shall provide regular reports to the Board of Directors and an annual report to the membership based on the July 1 through June 30 fiscal year. The Treasurer shall chair the Finance Committee.
Section 6. Executive Director
The Executive Director shall be chief executive officer with responsibilities specified by the Board of Directors and these Bylaws, including programming, publications, and historical collections. The Executive Director shall serve as director, officer, and member of the Executive Committee, with voting privileges. The Executive Director serves as Chair of the AIHP Awards Committee, Chair of the History of Pharmacy and Pharmaceuticals (HoPP) editorial board, and ex officio member of Standing Committees (Article VII).
Section 7. Duties- Executive Committee
The Executive Committee shall meet when convened by the President to advise, support, and make recommendations to the Executive Director on behalf of the Board of Directors, monitor AIHP annual activities and events, appoint committees (Article VII), and assure progress toward AIHP strategic priorities.
Article VI. Nomination, Election, and Installation of Directors and Officers
Section 1. Nomination
At least 60 days before the Annual Members Meeting, the Nominations Committee shall issue a slate of nominees for terms soon to expire. The slate of nominees shall be presented at the Annual Members Meeting where additional nominations may be made by any individual Member in attendance, if seconded by two additional Members.
Section 2. Election
Promptly after the Annual Members Meeting, the Executive Director shall send to Members a mailed or electronic ballot that sets forth the final slate of candidates, with a return date at least 21 days from the date sent. Upon return of ballots, the Executive Director shall supervise ballot tabulation and shall announce election results to the membership. In the event of a tie, the election shall be determined by a majority vote of the Board of Directors.
Section 3. Installation
The newly elected directors shall be installed at the next Board of Directors meeting following their election.
Article VII. Committees
Section 1. Committee Appointment
The Executive Committee shall appoint standing, special, or ad hoc committees and committee leadership in support of the AIHP object (Article II), strategic priorities, and commitment to diversity, equity, and inclusion.
Section 2. Committee Composition
Each standing committee shall include at least one member of the Board of Directors. The Executive Director shall serve as an ex officio member of each Standing Committee. Committee composition and appointments will be reviewed annually by the Executive Committee.
- Standing Committee- Nominations and Membership Development
The Nominations and Membership Development Committee is comprised of at least three members including the person who most recently served as president (immediate past president). The committee shall prepare the slate of candidates for officer and director terms soon to expire (Article VI Section 1). The committee will advise the Executive Committee on Member recruitment, retention, and development.
- Standing Committee- Finance
The Finance Committee shall be comprised of at least three members and chaired by the Treasurer. The committee will monitor finances and investments and make recommendations for the budget.
- Standing Committee- Awards
The Awards Committee is comprised of members as stipulated in awards and recognitions nomination and selection policies and procedures and chaired by the Executive Director. Awards recipients are approved by the Board of Directors
Article VIII: Annual Members Meeting
Section 1. Notification
The Board of Directors shall designate the time and manner for the Annual Members Meeting and shall create the agenda including officer and committee reports, approval of election slates, and other business.
Section 2. Quorum
A quorum shall consist of at least 10 Members. A majority vote of Members present shall determine the outcome of any vote, except for questions where a greater proportion may be required by law or by these Bylaws.
Article IX: Conflicts of Interest
Section 1. Conflicts of Interest (COI) and Confidentiality Statements
The members of the Board of Directors, AIHP staff, and committee members will update and sign a COI/Confidentiality statement annually and will promptly disclose substantive changes to the President and Executive Director.
Section 2. COI and Board Business
Whenever a director has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall fully disclose the nature of the interest. The Board of Directors shall manage the COI as it applies to discussion or voting on the matter. Recusals and abstentions will be recorded in meeting minutes.
Article X: Indemnification
Section 1. Description
AIHP shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or employee of AIHP against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties, and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of AIHP; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding.
Section 2. Benefit and Rights
The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Section 3. Amendment or Repeal
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
Section 4. Contract
This Article constitutes a contract between AIHP and the indemnified directors and employees. No amendment or repeal of the provisions of this Article that adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Article XI: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern AIHP in all cases to which they apply, and in which they are not inconsistent with the Bylaws or any special rules of order the Board of Directors may adopt.
Article XII: Bylaws Amendments
Before they are put before the membership to approve, amendments to these Bylaws shall be first approved by a majority vote of the Board of Directors. These Bylaws may be amended at an annual business meeting by two-thirds vote of the Members present or by two-thirds of those voting in a ballot sent to Members, provided that all proposed amendments are published and distributed to Members at least 60 days prior to a vote.
Approved Board of Directors: September 4, 2024
Approved Members: December 9, 2024
