PMRG Bylaws and Certificate of Incorporation
Bylaws (revised 09/15/08)
Article I. General.
1. The name of the corporation is Pharmaceutical Marketing Research Group, Inc. (“PMRG”).
2. PMRG 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. PMRG is a membership corporation.
4. PMRG’s principal offices will be located at the premises of its Executive Director. PMRG 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previous versions of PMRG’s Bylaws, its Constitution, and all amendments to those documents, all of which are deemed repealed as of the adoption of these Bylaws.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 PMRG offers from time to time, including without limitation the right to vote on various matters relating to the affairs of PMRG.
2. Members must commit to abide by PMRG’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 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, and (b) pay the annual membership dues assessed by the Board of Directors.
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, any merger or dissolution of PMRG, any changes in PMRG’s Bylaws or its Certificate of Incorporation, and any significant changes in the Code of Conduct that the Board of Directors determines to put to a vote of the members. Each member will be entitled to one vote.
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 below.
7. Every member vote will be conducted over a period of 30 days, at a time and on matters to be announced at least 15 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 national meeting, by email, by other electronic means, or by telephone.
8. Formal meetings of the full membership will be conducted at PMRG’s Annual National Conference (presently contemplated to occur in the spring of each year), and at such other times as the Executive Committee or the Board of Directors may determine upon 45 days’ prior notice to the members, such notice to state the place, date, time and topic of the meeting. Subject to the transition provisions associated with the adoption of these Bylaws that are set forth in Section VI.1(c) below, the annual election of Directors-at-Large will commence in September or October of every year, on a date to be announced at least 45 days in advance by the Executive Committee or the Board of Directors. Votes on other matters may be taken either at the Annual National Conference 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 PMRG, and it will be responsible for PMRG’s property and business. The Board of Directors may act on behalf of PMRG in any of PMRG’s affairs, subject to the delegation of authority to officers, committees and staff contained in these 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 PMRG, to select PMRG’s officers and Executive Director, to be responsible for PMRG’s financial well-being, to establish the dues obligations of PMRG’s members, and to serve as fiduciaries to ensure the integrity, transparency and lawfulness of PMRG’s operations.
2. The position of Director will be unpaid.
3. All Directors must be members, both at the time of their nominations and throughout their terms. Directors may not be paid consultants or employees of PMRG, either at the time of their nominations or during their terms. Directors may not be officers, except as stated in Section 4 below. Directors may serve for more than one term, but they may not serve consecutive terms; except that a Director nominated to serve a one-year term by the transition nominating committee as described in Section 12 below and then elected to serve that one-year term may serve one consecutive two-year term following the inital one-year term, if subsequently nominated and elected for such consecutive term.
4. The Board of Directors will consist of seven Directors: the President, the Vice President, the immediate past President (unless he or she will have resigned or been removed from the Presidency, in which case that Director position will be filled by majority vote of the other Directors), and four Directors-at-Large to be elected by the members. 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. The attendance of at least five 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 the Executive Director and PMRG’s accountant, counsel, staff, committee chairs and/or past Presidents) may attend ad hoc by invitation; but only Directors may vote.
9. At each meeting of the Board of Directors, one of the Directors will be selected to record minutes of the meeting. If the Executive Director attends the meeting by invitation, he or she may be designated to record the minutes.
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.
12. For the Board of Directors that will serve in the first calendar year following the adoption of these Bylaws, a transition nominating committee (as described in Article VI below), prior to the adoption of these Bylaws, will have nominated four candidates for the position of Director-at-Large: (a) two who are employees of manufacturers of pharmaceutical, biotech, medical device or other healthcare products (one of whom will be nominated to serve a one-year term and one of whom will be nominated to serve a two-year term), and (b) 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 (one of whom will be nominated to serve a one-year term and one of whom will be nominated to serve a two-year term). Following those nominations but also prior to the adoption of these Bylaws, members will have cast ballots contingently to approve or reject those candidates; and if those candidates are approved by the members, those candidates will be deemed to have been elected as Directors-at-Large upon the adoption of these Bylaws, to serve during the immediately ensuing calendar year. In each subsequent year, the regular 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, and the higher vote-getter in each class will be deemed elected to serve a two-year term. Thus the terms of the Directors-at-Large will be staggered after the first year.
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 commitee, even if that was the transition nominating committee described in Section VI.1 (c) below), in which case the newly elected Director-at-Large will serve only for the balance of the original Director-at-Large’s term. Notwithstanding the foregoing, if insufficient candidates for the election of Directors-at-Large are fielded during the transition nominating committee process immediately preceding the adoption of these Bylaws, the Executive Committee (rather than the Directors), before the first Board of Directors will have been seated and empowered under these Bylaws, may initiate the nominating committee process to fill the vacant Director-at-Large position (using the transition nominating committee).
Article IV. The Officers.
1. The officers will consist of a President, a Vice President, a Treasurer, a Secretary and an immediate past President (unless he or she will have resigned or been removed from the Presidency). The Vice President will be President-elect.
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. Subject to the transition provisions associated with the adoption of these Bylaws that are set forth in Section VI.1(c) below, the Vice President, the Treasurer and the Secretary will be nominated in the summer of each year by the Nominating Committee (as described in Article VI below) and then elected in the autumn 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 serve as the chief executive officer. He or she will be generally responsible (including by way of delegation) for driving PMRG 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’s duties will consist of overseeing PMRG’s finances and financial accounting.
8. The Secretary’s duties will consist of pre-approving all formal communications to the members (e.g., those involving organizational and financial matters) and taking minutes of the meetings of the Audit, Compensation and Budget Committee described below.
9. The authority to open and close bank and investment accounts, deposit funds, sign checks, make governmental filings, and cause PMRG to enter into and perform contracts will be allocated among the officers and the staff 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.
10. All officers must be members of PMRG, both at the time of their nominations and throughout their terms. They may not be paid consultants or employees of PMRG, 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 Membership, if any such standing committees exist); but no such qualifications will exist for candidates for the positions of Secretary or Treasurer.
11. After serving as President, an individual may not thereafter serve as an officer (except as immediate past President).
12. 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.
13. An officer may be removed for cause by a vote of five Directors.
14. If the Vice President, the Treasurer or the 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, even if that was the transition nominating committee described in Section VI.1(c) below).
Article V. Staff and Other Professionals.
1. The Executive Director will be responsible for the daily operation of PMRG.
2. The Executive Director position will be paid.
3. The Executive Director will be selected, terminated and/or replaced by vote of the Board of Directors.
4. The Executive Director will record minutes of the meetings of the full membership, 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 PMRG.
5. All other staff positions will report to the Executive Director. Although PMRG’s counsel and accountant will be responsible to the Board of Directors, those positions likewise will report directly to the Executive Director.
Article VI. Committees.
1. PMRG 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, the Secretary and the Executive Director. 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 individually by the officers and the Executive Director. 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 and the Executive Director. The Operating Committee will advise the Executive Director in discharging his or her daily duties.
(c) The Nominating Committee, each summer, will nominate one candidate for each of the following positions: the Vice President, the Treasurer and the Secretary, such nominations to be voted upon by the Board of Directors as provided in Article IV above. The Nominating Committee, each summer, will also nominate the candidates to stand for election as Directors-at-Large, as described in Article III above. Notwithstanding the foregoing, prior to the adoption of these Bylaws, a transition nominating committee consisting of the Executive Director and his or her designees will have nominated, and the members will have elected (by a two-thirds vote of the members who vote during a period to be designated and announced by the Executive Committee as it sees fit), candidates for the positions of the officers and the Directors-at-Large who will serve for periods beginning January 1 of the calendar year immediately following the adoption of these Bylaws. Thereafter, the regular Nominating Committee will consist of the Vice President, the Executive Director, and two of the four Directors-at-Large who will have been named to the committee by the Executive Director, the President and the immediate past President (unless he or she will have resigned or been removed from the Presidency). 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, Compensation and Budget Committee will consist of the President, the Treasurer, the Secretary, and two Directors-at-Large who will have been named to the committee by a vote of the Board of Directors. The committee will be responsible for the accuracy and completeness of PMRG’s financial statements, will oversee PMRG’s internal accounting and auditing principles, practices and controls, will assess and forbid any financial or other conflicts of interest on the part of PMRG’s directors, officers or staff, will determine the compensation of all staff, and will formulate and monitor PMRG’s annual budget. The committee may also recommend to the Board of Directors the appointment of an independent external auditor for PMRG; 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 PMRG 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 Executive Director in performing operational functions. Examples may (but need not) include committees for Membership, Marketing, Education and Program.
(f) The President 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 Executive Director and PMRG’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, PMRG will indemnify any officer or Director of PMRG 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 PMRG, 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 PMRG has given its consent to such settlement or other disposition.
3. PMRG 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 PMRG and will inure to the benefit of such person’s heirs, executors, administrators, and legal representatives.
Article VIII. Miscellaneous.
1. Under no circumstances may PMRG or (in connection with any PMRG 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 PMRG, 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.
Certificate of Incorporation (revised 09/08/08)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PHARMACEUTICAL MARKETING RESEARCH GROUP, INC.
(A Corporation without Capital Stock)
Pharmaceutical Marketing Research Group, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the governing body of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring that amendment to be advisable and putting its adoption to a vote of the members of the Corporation. The resolution setting forth the proposed amendment was as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be amended and restated to read in its entirety as follows:
First: The name of the Corporation is Pharmaceutical Marketing Research Group, Inc.
Second: The Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801.
Third: The purpose of the Corporation is to promote the use and quality of marketing research for and by manufacturers of pharmaceutical, biotech, medical device and other healthcare products.
Fourth: The Corporation will not have any capital stock.
Fifth: The conditions of membership in the Corporation will be stated in the Corporation’s Bylaws.
Sixth: The Corporation will operate on a not-for-profit basis. The Corporation will not engage in any activities that are not permitted by a non-profit corporation exempt from federal corporate income tax under Section 501(c)(6) of the Internal Revenue Code or any successor legislation. No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Certificate of Incorporation. In the event of liquidation, dissolution, termination, or winding up of the Corporation, all of its net assets (after paying or providing for the payment of its liabilities and obligations) will be distributed to an organization that is designated by the Board of Directors at the time and that is qualified as exempt from federal income tax under Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code or any successor legislation.
Seventh: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director or officer of the Corporation will not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty. No repeal or modification of this provision will adversely affect any right or protection of a director or officer, or increase the liability of any director or officer, with respect to any acts or omissions occurring prior to such repeal or modification.
SECOND: That thereafter, pursuant to a resolution of the governing body of the Corporation, the adoption of the above amendment was put to a vote of the membership of the Corporation, duly held, and the necessary number of members voted in favor of the amendment.
THIRD: That that amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by ______________________________, its _____________________________, this ______ day of _________, 2008.
______________________________
[Name]
______________________________
[Title]