Our Club

PMCQ By-Laws May 1999

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ARTICLE I
IDENTITY

The name shall be Le Club de Marketing Pharmaceutique du Quebec /The Pharmaceutical Marketing Club of Quebec (hereinafter referred to as the CMPQ / PMCQ). The CMPQ / PMCQ is an independent, not-for-profit corporation. The activities of the CMPQ / PMCQ shall be carried out in both official languages and all material shall be made available in both languages wherever possible.

ARTICLE II
OBJECTIVES

It shall be the object of the CMPQ / PMCQ to:

1. further good fellowship among persons engaged in the marketing of products and services in the pharmaceutical, healthcare and biotechnology fields;

2. broaden the scope of their knowledge and improve the efficiency of marketing through pertinent educational programs and informative meetings and to provide a forum for the exchange and dissemination of ideas.

ARTICLE III
CLASSES OF MEMBERSHIP

1. Active Member Eligibility shall be limited to those employed by a company actively or closely associated with the manufacturing, marketing and promotion of pharmaceutical healthcare, and biotechnology products or services.

2. Honorary Life Member Such memberships shall be granted by the unanimous consent of the Board of Directors.

ARTICLE IV
MEMBERSHIP APPLICATION PROCEDURES

1. All applications for active membership shall be screened by the membership committee. Applications which have been cleared by the membership committee shall then be transmitted to the Board of Directors for final approval.

2. All membership applications shall be submitted to the CMPQ / PMCQ no later than October 31st of each year in order to ensure adequate time and resource planning for CMPQ / PMCQ activities. Subsequent submissions will be processed as above however they may not be included in published membership directories.

3. Nominations for honorary life membership may be made in writing to the Board of Directors by any two members of the Club who are in good standing.

ARTICLE V
DUES

The annual dues for each active member are to be determined not later than the first of September of the then current fiscal year. Dues for Honorary Life members shall be waived in all instances. Only members in good standing shall have a vote at any official function of the CMPQ / PMCQ.

ARTICLE VI
MEETINGS

Notices of general meetings, or any meetings other than the Annual General Meeting at which official business is to be transacted, must be mailed by regular mail at least ten days prior to the date of such meetings. There shall be no necessity to publish any notice in either an English or French newspaper regarding any meeting of the members.

ARTICLE VII
ORGANIZATION AND OFFICERS

1. Board of Directors and Officers
The Membership at the Annual General Meeting shall elect from among active members in good standing, a minimum of nine directors. The term of office for the directors shall be one year. In addition, the immediate past president and immediate past vice-president shall automatically become a member of the Board of Directors. The immediate past-vice president shall become president to ensure continuity. In the event that the immediate past president is unable to fulfill this responsibility, the responsibility shall be transferred to previous past presidents in descending chronological order. At least twelve active members of the Club must be present and vote for the Board at the Annual General Meeting. The directors shall then proceed with the appointment of a vice-president and such other officers as they may deem required. All officers including the President shall have a one year term of office. The make-up of the Board of Directors including immediate past president shall be as follows : a minimum of fifty percent (50%) shall be those employed by a company engaged in the manufacture or sale of pharmaceutical or biotechnology products for distribution through regular drug channels; if applicable, the balance of the Board shall be made up of other members who are actively and closely associated with the pharmaceutical or biotechnology industries.

2. Nominations
On or before the first day of March in each year, the Board of Directors shall activate the standing nomination committee consisting of the incumbent president, providing he/she is not standing for office other than immediate past president, the incoming president and the preceding president whose duty it shall be to present, not later than the first day of April, a proposed slate of directors for the ensuing year. The report of the nominations committee shall be published in the notice of the Annual General Meeting. Further nominations may be made by a group of five or more general members submitting the nominations, in writing, to be presented to the Board of Directors not less than seven days prior to the date of the Annual General Meeting. The written consent of each nominee must accompany the nominations. The President will call for these nominations from the general membership at the February monthly meeting. These nominations will be reviewed by the nomination committee and, if deemed appropriate, recommended to the membership for election.

3. Removal of Board Members
Any member of the Board of Directors who in any way has a negative impact on the CMPQ / PMCQ or its activities is subject to a status review by the Board and may be removed from that position by democratic process at any regular meeting.

4. Committees
The president shall be empowered to appoint chairpersons of the following standing committees, and of such other committees as may be from time to time deemed necessary: publicity, facility, hospitality, membership, program, social, Pharmindex, education. The chairpersons of the standing committees must be directors.

ARTICLE VIII

A total of twelve (12) active members shall constitute a quorum at any General Meeting; at a Board of Director's Meeting, six directors shall constitute a quorum.

ARTICLE IX
FISCAL YEAR

The fiscal year of the Club shall be from July 1st through June 30th of each year.

ARTICLE X
ANNUAL GENERAL MEETING

The Annual General Meeting of the Club shall take place during the month of May, at a time and place to be determined by the Board of Directors. Notices of this meeting shall be mailed not less than three weeks prior to the date of the meeting. In addition to election of the Board of Directors, the Annual General Meeting business shall include a summary presentation of the financial status of the CMPQ / PMCQ.

ARTICLE XI
AMENDMENTS

These By-Laws may be amended by the board and ratified by a simple majority of the general membership who are present. No amendment shall be voted upon without first setting forth:

1. the date of the meeting; and

2. the exact wording of the proposed amendment.

Such notices must be mailed not less than three full weeks prior to the date of the meeting. Amendments may be introduced by the Board of Directors, or by any ten members in good standing, by means of a written proposal signed by each of the ten members. A special general meeting, to vote on such a proposal, or any other matter of business, may be called by any ten general members making such a demand of the Board of Directors in writing.

ARTICLE XII
FINANCIAL MANAGEMENT

Financial control will be ensured via employment of an outside financial consultant. This consultant will be remunerated according to an annual review by the Board of Directors.

Despite not-for-profit status, the CMPQ / PMCQ requires cash reserves to ensure financing of ongoing activities. To support this, the CMPQ / PMCQ will maintain a minimum of 10% of the total annual budget in cash reserve at all times.