Bylaws

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:

1. 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.
2. To serve and develop membersin industry, academia, and government by facilitating the exchange of information critical to their professional performance and achievement.
3. 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.
4. To foster cooperative efforts among educational, research, industrial, and governmental personnel engaged in activities relevant to the Association’s mission.

ARTICLE III. USE OF FUNDS

No 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 forservices 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. MEMBERSHIP

Membership 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.

1. Active Members
   1. Eligibility for active membership in DIA shall extend to any individual meeting the criteria above.
   2. Each active member shall be entitled to one vote for changes in the Bylaws in accordance with procedures approved by the Board of Directors. Such votesshall be cast by proxy ballot, including electronic voting, in accordance with applicable law.
2. Life Members and Honorary Members
   1. 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.
   2. 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.
3. Associate Members
   1. 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.
   2. 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.
4. Termination of Membership
   1. Failure to pay applicable dues shall result in termination of membership.
   2. 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 V. OFFICERS AND BOARD OF DIRECTORS

1. Board of Directors
   1. General Responsibilities
      1. The DIA Board of Directors is responsible for establishing the direction of the Association; setting overallstrategy and policy objectives for the Association; reviewing the President & Global Chief Executive’s plans for achieving the Association’s aims; oversight and final approval of the Association’s budget; and monitoring progress toward DIA’s goals.
      2. The DIA Board of Directors is accountable to the global membership.
   2. Composition
      1. Officers: The Chair, Chair-Elect, Immediate Past Chair, 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 Chair, Chair-Elect, and Immediate Past Chair shall be one year in each office, and no individual may serve the association in the Chair, Chair-Elect, and Immediate Past Chair positions more than once in a lifetime. 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 in a lifetime. The term of office shall begin on July 1 of the year of election.
      2. Directors: The directors include up to nine 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 Directorshall 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. Directorsshall not serve for more than two full terms, unless elected to an officer position. Exceptions to term limits require Board of Directors approval. The term of office shall begin on July 1 of the year of election.
      3. President & Global Chief Executive: The President & Global Chief Executive shall be an ex-officio director without voting privileges and shall be responsible for operating the Association in keeping with the principles of neutrality and transparency as directed by the Board of Directors; 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 President & Global Chief Executive or his/her authorized designee shall be responsible for signing all contracts on behalf of DIA.
      1. The President & 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.
      2. The President & Global Chief Executive shall serve on the Board of Directors, on the Executive Committee and all standing committees as an ex- officio member without voting privileges. The President & 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.
      3. The President & Global Chief Executive is accountable to the Board of Directors. The President & Global Chief Executive reports to the Executive Committee who shall set goals for the coming year with the President & Global Chief Executive and evaluate his or her performance annually.
   3. Duties of Officers
      1. The Chairshall govern the affairs of the Association according to the Bylaws and subject to the actions of the Board of Directors. The Chairshall preside at all meetings of the Board of Directors. The Chair 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.
      2. The Chair-Elect shall assist the Chair in all duties and generally shall become acquainted with the duties of the Chair. The Chair-Elect is a member of the Executive Committee and leads DIA strategic planning.
      3. The Immediate Past Chair is a member of the Executive Committee and is chairperson of the Governance Committee.
      4. The Secretary/Treasurer shall ensure the accuracy of minutes of all Board meetings and shall review the financial status of the Association at least quarterly and as often as deemed necessary. The Secretary/Treasurer is a member of the Executive Committee and is chairperson of the Finance Committee.
   4. Fiduciary Duties
      1. In carrying out their function for DIA, Directors have fiduciary duties, which include but are not limited to: a Duty of Care, a Duty of Loyalty, and a Duty of Obedience.
      1. Duty of Care: Each member of the Board of Directorsis 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.
      2. 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.
      3. Duty of Obedience: The members of the Board of Directors are required to act in furtherance of the mission of DIA and not to engage in activities that do not further that mission.
   5. Meetings

   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 Chair 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 Chair will be arranged to address attendance concerns.

   6. Meeting Procedure

   The Chair, or in the Chair’s absence, the Chair-Elect, shall preside at all meetings of the Board of Directors. In the absence of both Chair and Chair-Elect, the Immediate Past Chairshall preside.

   7. Quorum

   A majority of the Board of Directorsshall constitute a quorum of the Board of Directors. An act of the majority of directors 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 (Chair, Chair-Elect, Immediate Past Chair, and Secretary/Treasurer), a quorum shall be deemed not to be present.

   8. Elections

   Officers and directors shall be elected by members of the Board of Directors in accordance with these Bylaws and the procedures adopted by the Board of Directors.

   9. Vacancies
      1. The Executive Committee may recommend to the Board of Directors the names of personsto fill a vacancy of a director or officer that occurs for any reason. 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.
      2. A director may be removed for cause or without cause by a two-thirds vote of the Board of Directors present and voting. 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.
   10. Indemnification

   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 indemnificationmay be made only in accordance with the procedures adopted by the Board of Directors.

ARTICLE VI. ANNUAL BUSINESS MEETING

1. DIA shall conduct an annual business meeting of the membership.
2. A quorum for any membership meeting shall be two percent of those members with voting rights. Proxy votes are permitted.

ARTICLE VII. STANDING COMMITTEES AND OTHER COMMITTEES

1. With Executive Committee review and Board of Directors approval, the Chair will appoint the chairperson, unless dictated in the bylaws, and members of each standing committee to accomplish the annual work ofsuch committee. Each standing committee isrequired to have at least two Board members, one of whom shall serve as chairperson. Additionalstanding 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, and Governance Committee.
1. Audit Committee
   1. 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. Members of the Audit Committee are not eligible to serve on the Finance Committee simultaneously.
2. Executive Committee
   1. The Executive Committee focuses on making the Board of Directors itself work and serves as a sounding board for the President & Global Chief Executive. The Executive Committee, with the President & Global Chief Executive, shall establish the Board of Directors meeting agendas, review the Chair’s proposed appointment of committee members and chairpersons, and conduct an annual performance evaluation of the President & Global Chief Executive, and perform such other duties as are assigned to it by the Board of Directors.
   2. In the event of an emergency as determined by the Chair, 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. 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 Chair, all other urgent matters will be brought to the attention of the Board of Directors for resolution.
   3. The Executive Committee shall be composed of the Chair, Chair-Elect, Immediate Past Chair, and the Secretary/Treasurer as voting members, and the President & Global Chief Executive as a non-voting member. The Chair shall make a report at each Board of Directors meeting.
   4. Governance limitations of the Executive Committee shall be set forth in policy as approved by the Board of Directors.
3. Finance Committee
   1. 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.
   2. Members of the Finance Committee are not eligible to serve on the Audit Committee simultaneously.
4. Governance Committee
   1. 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.
   2. The Immediate Past Chair shall serve as chairperson. The chairperson shall make a report at each Board of Directors meeting.
2. The Board of Directors may approve the appointment of other committees as required to support the Association. Such other committees shall have terms and powers as the Board of Directors deems appropriate. In the event of a committee position vacancy, the committee chair may appoint a person to fill the vacancy subject to approval of the Board of Directors.
3. The Board of Directors may approve the appointment of advisory councils as required to support the Association. Such advisory councils shall have terms and powers as the Board of Directors deems appropriate. In the event of an advisory council position vacancy, the advisory council chair may appoint a person to fill the vacancy subject to approval of the Board of Directors. Councils shall be governed by a Charter set by the Board of Directors.
4. All committees and advisory councils 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 VIII. ANNUAL REPORT

The President & Global Chief Executive will issue to members an Annual Report on the status of the Association.

ARTICLE IX. 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 amendmentsto the Bylaws must be approved by two-thirds of the Board of Directors prior to being sent to the DIA membership. A two- thirds affirmation vote by the DIA membership who vote within 30 days of the Call for Vote shall be required for ratification.