Intellus Worldwide Bylaws and Certificate of Incorporation
Bylaws (revised 11.17.17)
Article I. General
1. The name of the corporation is Intellus Worldwide.
2. Intellus Worldwide is a not-for-profit corporation formed under the laws of the State of Delaware, and it is intended to be exempt from federal income taxation under Section 501(c)(6) of the Internal Revenue Code, or successor provisions.
3. Intellus Worldwide is a membership corporation.
4. Intellus Worldwide principal offices will be located at the premises of its Chief Operating Officer. Intellus Worldwide will also maintain a registered office in the State of Delaware, at a place to be determined from time to time by the Board of Directors.
5. These Bylaws replace and supersede all previous versions of the former entities of PMRG and PBIRG Bylaws, its Constitution, and all amendments to those documents, all of which are deemed repealed as of the adoption of these Bylaws.
Article II. The Members
1. Members will receive all the benefits of membership that Intellus Worldwide offers from time to time, including without limitation the right to vote on various matters relating to the affairs of Intellus Worldwide.
2. Members must commit to abide by Intellus Worldwide’s Code of Conduct, as the same may be amended from time to time.
3. To qualify to be a member, one need only (a) be an individual who is presently or was formerly an employee of a manufacturer of pharmaceutical, biotech, medical device, diagnostics or other healthcare products, a marketing research company that does marketing research for such manufacturers, or a vendor that provides related support services to either of the foregoing, a student or professor of the market research and healthcare community and (b) pay the annual membership dues assessed by the Board of Directors. From time to time The Board of Directors will evaluate the member type and take action to modify the above descriptions as needed.
4. To be able to vote on matters upon which members may vote, a member must have paid his or her annual dues prior to casting his or her ballot.
5. Members will be entitled to vote on the following matters: an annual election of Directors-at-Large and any merger, acquisition or dissolution of Intellus Worldwide. Each member will be entitled to one vote. Any changes in Intellus Worldwide’s Bylaws or its Certificate of Incorporation, and any significant changes in the Code of Conduct will be made by the Board of Directors as deemed necessary and communicated to the members.
6. Any of the foregoing actions will be adopted by a vote of two-thirds of the members in good standing who participate in the pertinent vote; except that elections of Directors-at-Large will be determined by the vote counts described in Article III section 12 below.
7. Every member vote will be conducted over a period of 15 days, at a time and on matters to be announced at least 7 days in advance by the Board of Directors or the Executive Committee. All members in good standing will have an opportunity to vote, whether in person at a conference/meeting, by email, by other electronic means, or by telephone.
8. Organizational updates to the membership will be conducted in-person at Intellus Worldwide’s conferences and at such other times as the Executive Committee or the Board of Directors may determine. Organizational updates may also be delivered to the membership via email or written communication. The annual election of Directors-at-Large will commence in the fall of every year, on a date to be announced at least 7 days in advance by the Board of Directors or Executive Committee. Votes on other matters may be taken either at the Conference’s or at other times, upon prior notice consistent with the preceding provisions.
Article III. The Board of Directors
1. The Board of Directors will be the governing body of Intellus Worldwide, and it will be responsible for Intellus Worldwide property and business. The Board of Directors is described as Directors at Large, Officers, CFO and COO. The Board of Directors may act on behalf of Intellus Worldwide affairs, subject to the delegation of authority to officers, committees and staff contained in the Intellus Worldwide Bylaws and any further delegation that may be effected by the Board of Directors from time to time. The principal duties of the Board of Directors will be to set general policies and goals of Intellus Worldwide, to select Intellus Worldwide’s officers and staff, to be responsible for Intellus Worldwide’s financial well-being, to establish the dues obligations of Intellus Worldwide members, and to serve as fiduciaries to ensure the integrity, transparency and lawfulness of Intellus Worldwide’s operations. In the transition year the following positions will be held: two Chairman of the Boards (one from the former organization PMRG and one from the former organization PBIRG), three Director at Large-MFG positions consisting of former PMRG and PBIRG Directors, one Director at Large non-MFG consisting of one former director of PMRG, one Director at Large-MFG to be voted in my the Intellus Worldwide membership and one Director at Large non-MFG to be voted in by Intellus Worldwide membership.
2. The positions of the Board of Director will be unpaid with the exception of the COO and CFO as noted under
Article V
3. All directors/officers must be members (with the exception of the CFO and COO), both at the time of their nominations and throughout their terms. Directors/officers may not be paid consultants or employees of Intellus Worldwide, either at the time of their nominations or during their terms. Directors may not be officers. Directors may serve for more than one term, but they may not serve consecutive terms.
4. In the transition year the Board of Directors will consist of fourteen voting members: two Presidents, one Vice President, the two immediate past President, six Directors-at-Large, CFO, COO and Treasurer/Secretary. In 2019 and moving forward Board of Directors will consist of ten voting members: the President, the Vice President, the immediate past President and four Directors-at-Large (2-MFG, 2 non-MFG), CFO and COO and Treasurer/Secretary. Each Board of Directors so constituted will serve from January through December, and thereafter if their successors have not yet been seated.
5. Regular Director Meetings will occur quarterly, and special meetings will occur ad hoc as appropriate. Members of the Board of Directors must receive at least 15 days prior notice of the place, date, time and topic of each meeting. The meetings may be conducted in person, by telephone conference call, videoconference, or some combination of the foregoing.
6. In the transition year the attendance of at least nine Directors at a Board of Directors meeting will constitute a quorum for purposes of doing business; but at least six votes will be necessary for the Directors to take action. Moving into 2019, the attendance of at least six Directors at a Board of Directors meeting will constitute a quorum for purposes of conducting business; but at least four votes will be necessary for the Directors to take any action.
7. In lieu of convening a formal meeting, the Directors may take action by unanimous written consent.
8. Persons who are not members of the Board of Directors (such as vendors/consultants, legal counsel, staff, committee chairs and/or past officer/directors) may attend by invitation only; but only appointed members of the board may vote.
9. At each meeting of the Board of Directors, one of the Directors will be selected to record minutes of the meeting.
10. The immediate past President will automatically become the Chairman of the Board of Directors (unless he or she will have resigned or been removed from the Presidency). The duties of the Chairman of the Board of Directors will be to schedule, convene and conduct Directors’ meetings.
11. If the Chairman of the Board of Directors is unable to serve in or ceases holding that position, the Board of Directors (excluding that individual) will vote to elect, by simple majority, a temporary or permanent replacement from within the Board of Directors, to serve until the end of that original Chairman’s term. The board may also vote to leave the position vacant until the next election.
12. The Nominating Committee (as described in Article VI below) will nominate two candidates who are employees of manufacturers of pharmaceutical, biotech, medical device or other healthcare products and two who are employees either of marketing research companies that do marketing research for such manufacturers or of vendors that provide related support services to the manufacturers or the research companies. Following those nominations, members will cast ballots to elect the incoming directors at large. Those candidates will be deemed to have been elected as Directors-at-Large by a simple majority rules vote. For the transition year, 2018, the candidates for Director at Large (to serve a two-year-term) will be confirmed by the current seated board of 2017 and voted in by members of both PBIRG and PMRG. Their term will commence on January 1, 2018. The vote will remain open for seven consecutive days. The Vice President and Treasurer/Secretary position will be confirmed by a simple majority rules vote of the seated 2017 board members of PBIRG and PMRG and the Executive Directors for both organizations.
13. A Director-at-Large may be removed for cause by a vote of five Directors.
14. If a Director-at-Large ceases to serve in that position, or if insufficient candidates for an election of Directors-at-Large are fielded during the nominating committee process, the other Directors (including Directors-at-Large who will have been duly elected following the nominating process), may by majority vote elect to either leave the position open until the next election of Directors-at-Large, or (if at least six months then remain in the term of the original Director-at-Large) to call a new vote of the members, through the nominating committee mechanism set forth above and below (using the most recently seated nominating committee).
15. The Board of Directors will vote on matters in which to engage, including but not limited to conferences, events, government affairs, and advocacy initiatives.
Article IV. The Officers
1. In the transition year the officers will consist of two Presidents, a Vice President, and a Treasurer/secretary. The Vice President will be President-elect for 2019. In 2019 and beyond the officers will consist of a President, a Vice President, and a Treasurer.
2. All officer positions will be unpaid.
3. Each officer’s term will be one year from January through December, and thereafter if his or her successor has not yet been seated.
4. The Vice President and the Treasurer/Secretary will be nominated in the Fall of each year by the Nominating Committee (as described in Article VI below) and elected in the Fall of the same year by the Board of Directors, who may accept or reject the recommendations of the Nominating Committee, but who may not offer their own nominations.
5. The President will be generally responsible (including by way of delegation) for driving Intellus Worldwide to achieve the goals established by the Board of Directors, consistent with the policies promulgated by the Board of Directors.
6. The Vice President, in addition to serving as President-elect, will assist the President in such ways as the President may delegate.
7. The Treasurer/Secretary duties will consist of overseeing Intellus Worldwide’s finances and financial accounting as well as taking minutes at board meetings.
8. The authority to open and close bank and investment accounts, deposit funds, sign checks, make governmental filings, and cause Intellus Worldwide to enter into and perform contracts will be the responsibility of the CFO in accordance with an overall protocol on financial and operating controls to be created, and from time to time reviewed and updated, by the Audit Committee (as described in Article VI below) and to be maintained and administered by the Treasurer.
9. All officers must be members of Intellus Worldwide, both at the time of their nominations and throughout their terms. They may not be paid consultants or employees of Intellus Worldwide, either at the time of their nominations or during their terms. In addition, to be nominated for Vice President, the candidate must presently serve or previously have served as an officer, a Director, or the chair of a standing committee (e.g., Program, Marketing, Education, or any other committee created by the organization’s leadership). Exceptions can be made by a vote of the Nominating Committee. No such qualifications will exist for candidates for the position of Treasurer/Secretary.
10. After serving as President, an individual may not thereafter serve as an officer (except as immediate past President).
11. In the event the President is temporarily unable to attend to his or her daily duties, the Vice President will temporarily assume those duties. If the President ceases to serve as the President, upon the direction of the Board of Directors the Vice President will assume that position and will serve until the end of the original President’s term. Only if that period is less than six months will the Vice President thereafter serve a subsequent full one-year term. However, in the transition year, there will be co-presidents. If one of the co-presidents is unable to attend to his duties the other co-president will solely assume all responsibilities for the President role.
12. An officer may be removed for cause by a vote of five Directors.
13. If the Vice President, the Treasurer/Secretary ceases to serve in his or her respective position, the Board of Directors will vote to replace that person for the balance of the original officer’s term, through the nominating committee mechanism set forth above and below (using the most recently seated nominating committee).
Article V. Staff and Other Professionals
1. The Chief Financial Officer (CFO) will be responsible for financial reporting.
2. CFO will be responsible for oversight of conference and event planning.
3. The Chief Financial Officer (CFO) position will be paid.
4. The Chief Financial Officer is a member of the Board of Directors and has voting rights on all matters.
5. The Chief Financial Officer (CFO) will be selected, terminated, and/or replaced by a unanimous vote of the Board of Directors and not put to a member vote. The responsibilities of this position may be modified from time to time by the Board of Directors.
6. Certain staff positions and vendors such as any appointed financial, accounting or auditing firm will report to the CFO as determined by the board.
Chief Operating Officer
1. The Chief Operating Officer (COO) will be responsible for the daily operation of the organization to include strategic oversight of the Board of Directors, marketing and communications, human resources, and cultivating external relationships with similar organizations.
2. The Chief Operating Officer (COO) position will be paid.
3. The Chief Operating Officer is a member of the Board of Directors and has voting rights on all matters
4. The Chief Operating Officer (COO) will be selected, terminated, and/or replaced by a unanimous vote of the Board of Directors and not put to a member vote. The responsibilities of this position may be modified from time to time by the Board of Directors.
5. The Chief Operating Officer (COO) will appoint someone to record minutes of the meetings of the full membership, the Board of Directors and the Executive Committee and the Nominating Committee, and he or she will keep custody of those minutes as well as the membership roster and all other records of Intellus Worldwide.
6. Certain staff positions and vendors will report to the COO as determined by the board.
Article VI. Committees
1. Intellus Worldwide will have the following committees, each of which may convene in person, by telephone conference call, by videoconference, or in some combination of the foregoing:
(a) The Executive Committee will consist of the President, the Vice President, the Treasurer/Secretary, the Chief Financial Officer and the Chief Operating Officer. The Executive Committee will develop strategies and initiatives to implement the policies and goals that will have been established by the Board of Directors and that are to be executed by the Board of Directors, officers, CFO, COO and staff. The Executive Committee will meet on an ad hoc basis but no less often than quarterly. Individual members of the Executive Committee may be assigned specific management functions by the President, such as overseeing and facilitating the work of various standing committees.
(b) The Operating Committee will consist of the President, the Vice President the CFO and COO. The Operating Committee will be responsible for evaluating the progress of the daily functions and identifying additional tasks and strategies to achieve organizational goals.
(c) The Nominating Committee will nominate one candidate for each of the following positions: the Vice President and the Treasurer/Secretary, such nominations to be voted upon by the Board of Directors as provided in Article IV above. The Nominating Committee, will also nominate the candidates to stand for election as Directors-at-Large, as described in Article III above. Nominating Committee will consist of the Vice President, the CFO, COO and two of the four Directors-at-Large who will have been named to the committee by the COO. In the transition year, the Nominating Committee will consist of the PMRG and PBIRG Executive Directors and Vice Presidents. If a deadlock arises in the recommendations of the Nominating Committee such that multiple individuals emerge as candidates for an officer position or too many individuals emerge as candidates for Director-at-Large positions, the entire Board of Directors will vote on the competing candidates.
(d) The Audit, Budget and Compensation Committee will consist of the President, the Treasurer/Secretary, and two Directors-at-Large who will have been named to the committee by the CFO. The committee will be responsible for the accuracy and completeness of Intellus Worldwide’s financial statements, will oversee Intellus Worldwide’s internal accounting and auditing principles, practices and controls, will assess and forbid any financial or other conflicts of interest on the part of Intellus Worldwide’s directors, officers or staff, will determine the compensation of all staff, and will formulate and monitor Intellus Worldwide’s annual budget. The CFO can be invited to attend these meetings from time to time. The committee may also recommend to the Board of Directors the appointment of an independent external auditor for Intellus Worldwide; and upon any such appointment, the committee will review the auditor’s audits and any recommendations made by the auditor. The committee may also investigate and consider any other financial matters that affect Intellus Worldwide and report on those matters to the Board of Directors.
(e) Various standing committees may be established from time to time by the Board of Directors, to assist the officers and the staff in performing operational functions.
(f) The Executive Committee may appoint additional ad hoc committees from time to time to perform temporary or limited projects or functions.
2. At the meetings of any committee, persons who are not members of the committee (such as the COO, CFO and Intellus Worldwide’s accountant, counsel, other committee chairs and/or past Presidents) may attend ad hoc by invitation.
Article VII. Indemnification
1. To the fullest extent allowed under the General Corporation Law of the State of Delaware, and except to the extent expressly prohibited by that law, Intellus Worldwide will indemnify any officer or Director of Intellus Worldwide from and against any judgments, fines, settlement payments and expenses (including without limitation reasonable attorneys’ fees) that may arise out of any actual or threatened claim, action, proceeding or investigation (whether, civil, criminal or administrative, whether initiated by third parties or by or in the right of Intellus Worldwide, and whether in the first instance or on appeal) and that may be incurred by that person because of his or her service as such officer or Director.
2. No indemnification will be made under this Article if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty, or that he or she personally gained a financial profit or other advantage to which he or she was not legally entitled. No indemnification will be made with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless Intellus Worldwide has given its consent to such settlement or other disposition.
3. Intellus Worldwide will not, except by elimination or amendment of this Article upon at least 60 days’ prior notice of effectiveness to the person being indemnified, take any action or enter into any agreement which prohibits or otherwise limits the rights of any person to indemnification in accordance with the provisions of this Article. The indemnification of any person provided by this Article will continue after such person has ceased to be a Director or officer of Intellus Worldwide and will inure to the benefit of such person’s heirs, executors, administrators, and legal representatives.
Article VIII. Miscellaneous
1. Under no circumstances may Intellus Worldwide or (in connection with any Intellus Worldwide events, operations or activities) any of its Directors, officers or staff engage in any behavior that could amount to fixing prices for marketing research services, limiting the territory for the sale or performance of marketing research services, limiting the types or services to be rendered to clients, or participating in any other anti-competitive or otherwise unlawful activity.
2. Any interpretation of these Bylaws or of the rights and obligations of members will be performed by the Board of Directors.
3. Upon any dissolution of Intellus Worldwide, its assets will be distributed to a not-for-profit organization, as the Board of Directors may determine and consistent with the Certificate of Incorporation.
4. All notices to be given pursuant to these Bylaws may be given by email, fax, U.S. Mail, or such other means as the Board of Directors, the Executive Committee or the Executive Director may determine from time to time.