The DIA Board of Directors regularly reviews governance documents in an effort to avoid ambiguities, omissions, and errors. In spite of these efforts, we occasionally find information that may be subject to more than one interpretation or may be incomplete or incorrect. When potential issues are discovered, the Board has the authority to decide if a correction needs to be made and provides staff with the correction. The official change is issued in the form of an errata and made available to the public. Proper use of any DIA document includes periodically checking for errata for the most up-to-date revisions.
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:
- To provide a global, neutral forum for discussion of national, regional and global aspects of health care products research and development and registration; and for the exchange and dissemination of information in the medical, biological, pharmaceutical, and related healthcare technology fields.
- To serve and develop members in industry, academia, and government by facilitating the exchange of information critical to their professional performance and achievement.
- 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 globally that focus on current developments, issues, challenges, and opportunities in the pharmaceutical and medical sciences industry.
- To foster cooperative efforts among educational, research, industrial, and governmental personnel engaged in activities relevant to the Association’s mission.
ARTICLE III. USE OF FUNDSNo 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
- The official publication of DIA shall be named Therapeutic Innovation & Regulatory Science. In addition, the office of the Global Chief Executive may issue a newsletter and other publications on a regular and timely basis to meet member needs.
- The Global Chief Executive 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. MEMBERSHIPMembership is open to those interested in upholding and contributing to the mission, goals and vision of DIA, consistent with United States law applicable to international activities. Membership benefits and associated dues levels will be reviewed annually by the Board of Directors.
- Active Members
- Eligibility for active membership in DIA shall extend to any individual meeting the criteria above.
- Every application for active membership shall be submitted to DIA along with the annual dues fee. Membership is granted on an annual basis following payment of dues.
- 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. Such votes shall be cast by proxy ballot, in accordance with applicable law.
- Life Members and Honorary Members
- Based on past significant contributions to the success of DIA, individuals may be eligible for Life Membership.
Life Membership may be awarded by a vote of the Board of Directors and shall carry all privileges of active membership without obligation to pay Association dues or assessments.
- The Board of Directors may confer Honorary Membership upon an individual at any time in recognition of extraordinary contributions toward the mission, vision, and goals of the Association. Such membership shall not in itself carry the privilege of voting, holding office, or the obligation of paying Association dues or assessments.
- Based on past significant contributions to the success of DIA, individuals may be eligible for Life Membership.
- Associate Members
- Student Members: Student Members shall be those individuals who can document that they are enrolled in an academic program relevant to the mission, goals, and vision of the Association. Such members shall not be eligible to vote or hold office.
- Special Groups: The Board of Directors will determine whether special groups are granted Associate Membership based on the strategic direction of DIA and the unique needs of the identified groups relevant to the mission, goals, and vision of the Association. Such members shall not be eligible to vote or hold office.
- Termination of Membership
- Failure to pay applicable dues shall result in termination of membership.
- Membership may be terminated, subject to Board of Directors approval, if a member commits an egregious act that dishonors him or herself or DIA or does not comply with the DIA Code of Conduct, 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
- Board of Directors
- General Responsibilities
- 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 Global Chief Executive’s plans for achieving the Board’s aims; oversight and final approval of the Association’s budget; and monitoring progress toward DIA’s goals.
- The DIA Board of Directors is accountable to the global membership.
- Officers: The President, President-Elect, Immediate Past President, and Secretary/Treasurer, who have been elected in accordance with these Bylaws and the procedures adopted by the Board of Directors, shall serve as officers and directors. 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 Secretary/Treasurer shall be three years. The Secretary/Treasurer may not serve more than two consecutive full terms. The term of office shall begin on July 1 of the year of election.
- Directors: The directors include up to twelve active members of DIA who have been elected in accordance with these Bylaws and the procedures adopted by the Board of Directors. 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. Directors are eligible for election to a second three-year term. Directors shall not serve for more than two full terms, unless elected to an officer position. Any other exceptions to term limits require Board of Directors approval. The term of office shall begin on July 1 of the year of election.
- Ex-Officio Director: The Global Chief Executive shall be an ex-officio director without voting privileges.
- Duties of Officers
- 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 and Board of Directors, is consulted in the nominations and elections process, and is an ex-officio member of all other Board committees without voting privileges.
- 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 leads DIA strategic planning.
- The Immediate Past President is a member of the Executive Committee and is chairperson of the Governance Committee.
- The Secretary/Treasurer is authorized to sign all legal documents requiring the signature of a Board officer. The Secretary/Treasurer shall prepare accurate minutes of all Board meetings, ensure that all corporate registrations are maintained, fulfill the legal requirements of a Secretary, and may execute such documents and take such actions as shall be required by law. The Secretary/Treasurer shall review the financial status of the Association at least quarterly and as often as deemed necessary and shall contribute to the annual report to the DIA membership. The Secretary/Treasurer is a member of the Executive Committee and is chairperson of the Finance Committee.
- Fiduciary Duties
Directors have fiduciary duties, which include but are not limited to the following:
- 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.
- 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.
- Duty of Loyalty: This requires members of the Board of Directors to exercise the power of their positions in the interest of DIA members globally, not their own interest or the interest of another entity or person.
- Meeting Procedure
- The Executive Committee may 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 of Directors may 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 the procedures adopted by the Board of Directors.
- 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 of Directors 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.
The Board of Directors shall hold regular meetings. Such scheduled meetings of the Board of Directors may be held without further notice. Special meetings of the Board of Directors may be called by the President or by any four elected directors upon seven days advance notice. Special meetings may be held with a quorum present with less than seven days’ notice only if the directors unable to attend provide a written waiver of their right to do so. It is expected that members of the Board of Directors attend all scheduled conference calls and meetings. If attendance falls below expectations, then a consultation with the President will be arranged to address attendance concerns.
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.
A majority of the Board of Directors shall constitute a quorum of the Board of Directors. 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. At least one officer must be present to reach a quorum. In the event of the absence of all four officers (President, President-Elect, Immediate Past President, and Secretary/Treasurer), a quorum shall be deemed not to be present.
Officers and directors shall be elected pursuant to proxy ballots sent to members entitled to vote for election at the annual business meeting of the Association in accordance with these Bylaws and the procedures adopted by the Board of Directors.
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.
- General Responsibilities
- Ex-Officio Director
- Global Chief Executive
- The Global Chief Executive shall be responsible for operating the Association; providing continuity of actions and administrative support for meetings, courses, and other activities conducted by the Association; maintaining membership and financial records; and supervising and overseeing 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 Global Chief Executive or his/her authorized designee shall be responsible for signing all contracts on behalf of DIA.
- The Global Chief Executive 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.
- The Global Chief Executive shall serve on the Board of Directors and on the Executive Committee as an ex- officio member without voting privileges. The Global Chief Executive shall attend and participate in all meetings of Board of Directors and Executive Committee, except during closed executive sessions when it is so determined by the Board of Directors or Executive Committee, respectively.
- The Global Chief Executive is accountable to the Board of Directors. The Global Chief Executive reports to the Executive Committee who shall set goals for the coming year with the Global Chief Executive and evaluate his or her performance annually.
- Global Chief Executive
ARTICLE VII. ANNUAL BUSINESS MEETING
- DIA shall conduct an annual business meeting of the membership.
- A quorum for any membership meeting shall be two percent. Proxy votes are permitted.
ARTICLE VIII. STANDING COMMITTEES AND OTHER COMMITTEES
- With Executive Committee review and Board of Directors approval, the President will appoint the members of each standing committee to accomplish the annual work of such committee. Each standing committee is required to have at least two Board members, one of whom shall serve as chair. Additional standing committee members may be Board members or DIA members. Special expertise may be used by any of these committees. The following committees are standing committees of DIA:
• Audit Committee
• Executive Committee
• Finance Committee
• Governance Committee
- Audit Committee
- 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.
- The Audit Committee shall consist of at least two Board members appointed by the President and approved by the Board of Directors. The chairperson of the Audit Committee shall be appointed by the Executive Committee. Members of the Audit Committee are not eligible to serve on the Finance Committee simultaneously.
- Executive Committee
- The Executive Committee focuses on making the Board of Directors itself work and serves as a sounding board for the Global Chief Executive. The Executive Committee, with the Global Chief Executive, shall establish the Board of Directors meeting agendas, review the President’s proposed appointment of committee members and chairpersons, establish the process for hiring and terminating the Global Chief Executive, and conduct an annual performance evaluation of the Global Chief Executive.
- In the event of an emergency as determined by the President, 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 of Directors 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. In the absence of an emergency, as determined by the President, all other urgent matters will be brought to the attention of the Board of Directors for resolution via face-to-face meeting, or via teleconference or videoconference.
- The Executive Committee shall be composed of the President, President-Elect, Immediate Past President, and the Secretary/Treasurer as voting members, and the Global Chief Executive as a non-voting member. The President shall serve as chairperson.
- The President will ensure that there will be an accurate recording of minutes of each meeting.
- Governance limitations of the Executive Committee shall be set forth in policy as approved by the Board of Directors.
- Finance Committee
- 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.
- The Finance Committee shall be composed of at least two Board members. The Secretary/Treasurer shall serve as chairperson. The Global Chief Executive and Chief Financial Officer shall be non-voting members of the Committee. Members of the Finance Committee are not eligible to serve on the Audit Committee simultaneously.
- Governance Committee
- The Governance Committee shall conduct an annual review of the Bylaws and submit a report of its findings and recommendations to the Board of Directors; 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 of Directors 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 and election process is conducted in accordance with these Bylaws and the procedures adopted by the Board of Directors.
- The Governance Committee shall be composed of at least two Board members. The Immediate Past President shall serve as chairperson.
- Audit Committee
- The Board of Directors may approve the appointment of other committees as required to support the strategic plan. Such other committees shall have terms and powers as the Board of Directors deems appropriate. In the event of a committee position vacancy, the President may appoint a person to fill the vacancy subject to approval of the Board of Directors.
- The Board of Directors must designate specific geographic regions to be represented by Regional Advisory Councils. The Regional Advisory Councils shall provide strategic input/advice to the Board of Directors and shall work in close collaboration with the DIA regional offices. Regional Advisory Councils shall be governed by the same charter and policies with each Council abiding by its own operating guidelines.
- The Board of Directors must designate a Council of Regulators. The Council of Regulators shall have three ex officio, non-voting liaisons to the Board of Directors. The Council of Regulators shall be governed by a Charter set by the Board of Directors.
- All committees shall keep accurate minutes of their meetings and provide reports of their meetings and activities to the Board of Directors in a timely manner.
ARTICLE IX. ANNUAL REPORT
The Global Chief Executive will issue to members an Annual Report on the status of the Association.
ARTICLE X. SUBSIDIARIES, AFFILIATES
- The Board of Directors may create and/or dissolve operational entities within the organization or separate subsidiaries, affiliates or offices in the United States or 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.
- 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.
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 XII. AMENDMENTS TO BYLAWS
The Bylaws will be reviewed by the Governance Committee on an annual basis. The Committee will submit a report of its findings to the Board of Directors. If it is determined that a Bylaws revision is necessary, the Governance Committee will make a recommendation to the Board of Directors for approval. Proposed amendments to the Bylaws must be approved by two-thirds of the Board of Directors prior to being sent to the DIA membership with the Board of Directors election ballot. A two- thirds affirmation vote by the DIA membership who vote within 30 days of the Call for Vote shall be required for ratification.