Our Bylaws

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=3 height=90 BGCOLOR="#006699" TEXT="#080000" background="136fd5a3.jpg"> <div> <FONT SIZE="5" COLOR="#000000" FACE="Arial" ><B>Chicago Drug and Chemical Association</B></FONT><B>    </B><B> |     </B><A HREF="index.htm" TARGET="_top" TITLE="Chicago Drug and Chemical Association"><U><B>home</B></U></A></div> <div> back to  <A HREF="id23.htm" TARGET="_top" TITLE="History and Tradition"><U><B>History and Tradition</B></U></A></div> <div> </div> </td> </tr><tr> <td valign="top" width=210 BGCOLOR="#FFCC66" TEXT="#080000" background="137d2b03.jpg"> <div> <A HREF="id8.htm" TARGET="_top" TITLE="History"><U>History</U></A></div> <div> <A HREF="id10.htm" TARGET="_top" TITLE="Former Presidents"><U>Former Presidents</U></A></div> <div> <B>Our Bylaws</B></div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <A HREF="id2.htm" TARGET="_top" TITLE="Calendar of Events"><U>Calendar of Events</U></A></div> <div> <A HREF="id15.htm" TARGET="_top" TITLE="Latest N e w"><U>Latest N e w</U></A></div> <div> <A HREF="id5.htm" TARGET="_top" TITLE="Membership Information"><U>Membership Information</U></A></div> <div> <A HREF="id23.htm" TARGET="_top" TITLE="History and Tradition"><U>History and Tradition</U></A></div> <div> <A HREF="id18.htm" TARGET="_top" TITLE="Whos Who?"><U>Who's Who?</U></A></div> <div> <A HREF="id19.htm" TARGET="_top" TITLE="Help Wanted"><U>Help Wanted</U></A></div> <div> <A HREF="id20.htm" TARGET="_top" TITLE="Member Scholars"><U>Member Scholars</U></A></div> <div> <A HREF="id17.htm" TARGET="_top" TITLE="Antitrust Guidelines"><U>Antitrust Guidelines</U></A></div> <div> <A HREF="id22.htm" TARGET="_top" TITLE="Downloadable Forms"><U>Downloadable Forms</U></A></div> <div> <A HREF="id6.htm" TARGET="_top" TITLE="Contact Us"><U>Contact Us</U></A></div> <bR> <bR> <bR> <bR> <bR> <bR> </td> <td valign="top" height=390 BGCOLOR="#FFFFFF" TEXT="#080000"> <div> Our Bylaws</div> <bR> <div> <B>BY-LAWS of the CHICAGO DRUG and CHEMICAL ASSOCIATION</B> </div> <div> (Adopted September 23, 1965)</div> <div> (Last amended November 16, 2006)</div> <bR> <bR> <div> <B>ARTICLE I</B> </div> <div> <B>ARTICLES OF INCORPORATION</B></div> <div> <B>Section 1. Name</B>. The name of the corporation is CHICAGO DRUG & CHEMICAL ASSOCIATION.</div> <div> <B>Section 2. Object</B>. This association is formed to foster and promote good will among its members.</div> <div> <B>Section 3. Location</B>. The principal office of the association shall be the business address of its secretary, or as designated by the Board of Directors, but located in the State of Illinois.</div> <div> <B>Section 4. Seal</B>. The association shall have a corporate seal which shall have subscribed thereon the name of the association together with the words corporate seal" and "Illinois".</div> <div> <B>Section 5.</B>  <B>Gender</B>.  Any gender based reference or definition in these bylaws shall be construed to refer to both male and female genders. (11/16/2006)</div> <bR> <div> <B>ARTICLE II</B> </div> <div> <B>MEMBERSHIP</B></div> <div> <B>Section 1. Qualifications</B>. Persons of responsible position as determined by the Membership Committee and Board of Directors and at least 21 years of age shall be eligible for membership in this association provided they are associated with or related to the drug and chemical industries. </div> <div> Executive officers of state or national allied organizations shall likewise be eligible for election to membership. (10-28-76)</div> <div> <B>Section 2. Classes</B>. Membership shall consist of classes as follows:</div> <div> <I>Resident (Class A).</I> Those whose place of business or office is within 150 air miles distant from the City Hall of Chicago. Those outside the 150 miles can elect to maintain Resident (Class A) membership.</div> <div> <I>Non-Resident (Class B).</I> Those whose place of business or office is more than 150 air miles distant from the City Hall of Chicago.</div> <div> <I>Retired (Class C</I>). A member, resident or non-resident, upon retirement from active business is eligible, upon application, for retired membership as long as he remains retired.</div> <div> <I>Honorary (Class D</I>). A member having been a Director, or an Officer, or a person having actively participated in committee work is, at the discretion of the Board of Directors, eligible to honorary standing in recognition of his faithful service and released from active membership obligations.</div> <div> Non-Resident (Class B), Retired (Class C) and Honorary (Class D) members shall be entitled to all privileges of membership except holding office.  (11/16/2006)</div> <div> A member can transfer from one class to another on the approval of the Board of Directors. However, a membership cannot be transferred from one person to another.</div> <div> A member who has changed employer affiliation cannot remain eligible for membership without review and approval of the Board of Directors. (11-21-68).</div> <div> <B>Section 3. Election of Members</B>. All classes of members shall be elected by a two-thirds vote of the attending Board of Directors at any duly constituted meeting. Any membership application not approved by the Board of Directors cannot be re-submitted for a period of one year from date of disapproval. The Board of Directors shall have authority to set or limit the number of members in each class separately or collectively.</div> <div> <B>Section 4. Initiation Fees arid Dues</B>. Initiation fees, dues and arrearages shall be as established by the Board of Directors from time to time.</div> <div> <B>Section 5. Resignations</B>. Resignations shall be submitted in writing and acted upon by the Board of Directors.</div> <div> <B>Section 6. Removal of Members</B>. Any Member of the association may be suspended, be temporarily deprived of all rights and privileges in the association, or the property thereof, or he may be permanently dropped from the association for just cause by affirmative vote of two thirds of the Board of Directors assembled in a duly constituted meeting.  (11/16/2006)</div> <bR> <div> <B>ARTICLE III</B> </div> <div> <B>BOARD OF DIRECTORS</B></div> <div> <B>Section 1. Directors</B>. The management of the Association shall be vested in a board of thirteen directors-five of whom shall be elected annually for a term of two years or until their successors shall have been elected and duly qualified. The officers are ipso facto members of the Board of Directors, and each shall serve as a director only for that time for which he is elected as an officer. The retiring president may serve as an <I>ex-officio</I> member of the Board of Directors for one year immediately following his retirement. Vacancies in the directors may be filled for the unexpired term by the Board of Directors.  (11/16/2006)</div> <div> <B>Section 2. Meetings</B>. Meetings of the Board of Directors shall be held at such times as the Board of Directors may by resolution determine. Special meetings of the Board of Directors may be called by the President or by three members of the Board on two days notice to each member. </div> <div> Meetings of the Board of Directors shall be held at such places as may be designated in the notice of meeting.</div> <div> <B>Section 3. Quorum</B>. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.</div> <div> <B>Section 4</B>. <B>Professional assistance</B>.In order to insure efficiency in the management of the Association the Board of Directors may retain such firms or persons to render professional services as in its judgment may be required. Specific duties and compensation regarding such services shall be fixed by the Board of Directors and the term of any retainer shall not exceed one year.</div> <div> <B>Section 5. Authority</B>. Where not inconsistent with the statutes of the State of Illinois, the provisions of the certificate of incorporation, or the by-laws of this association, the Board of Directors shall be empowered to take any and all action necessary to do all things that may be required for the conduct of the affairs of the Association.</div> <bR> <div> <B>ARTICLE IV</B> </div> <div> <B>OFFICERS</B></div> <div> <B>Section 1. Officers</B>. Officers of the Association shall be a President, Vice-President, Secretary and Treasurer, each of whom shall be elected for a term of one year, commencing January 1, and ending December31. The President shall not serve more than one term of one year. A vacancy in any office may be filled for the unexpired term by the Board of Directors.  (11/16/2006)</div> <div> <B>Section 2. Duties of the President</B>. The President shall preside at all meetings and perform such other duties as may be customary to his office.</div> <div> <B>Section 3. Duties of the Vice-Presidents</B>. The Vice President shall preside in the absence of the President, and at other times perform all duties customary to the office.  (11/16/2006)</div> <div> <B>Section 4. Duties of the Secretary.</B> The Secretary shall keep a record of all meetings of the Board of Directors and of the association, and shall be responsible for all other duties and responsibilities customary to the office and not otherwise delegated by the Board of Directors.</div> <div> <B>Section 5. Duties of the Treasurer.</B> The Treasurer shall be responsible for the collection, disbursement and the custody of all monies due the association. He shall have the responsibility for keeping regular and correct accounts of the financial transactions of the Association and for all other duties and responsibilities customary to the office and not otherwise delegated by the Board of Directors. The accounts of the Association shall be audited by the Finance Committee of the Board of Directors, or by a firm of auditors as designated by the Board of Directors, at the end of his term of office and prior to turning them over to his successor. (11/16/2006)</div> <div> <B>Section 6. Removals.</B> Any officers elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Association will be served thereby.</div> <bR> <div> <B>ARTICLE V</B> </div> <div> <B>MEETINGS</B></div> <div> <B>Section 1</B>. The Association year is from January 1 to </div> <div> December31. The annual meeting of the Association shall be held on the third Thursday in November each year at a place designated by the Board of Directors for the purpose of electing Officers and Directors and transacting such other business as may come before the meeting.</div> <div> <B>Section 2</B>. Special meetings may be called at any time during the year by the President upon written request of one third of the members of the Board of Directors or of fifteen members of the association stating the purpose of the meeting.  (11/16/2006)</div> <div> <B>Section 3</B>. Fifteen members shall constitute a quorum for the transaction of business at any meeting of the members of this association. When not inconsistent with these bylaws, Roberts Rules of Order shall govern.</div> <div> <B>Section 4</B>. Notice of regular and special meetings shall be mailed to members not less than five nor more than forty days before the date thereof. In cases of any special meeting, the purpose of said meeting shall be stated on the notice thereof. The mailing of any notice to the address on file with the Secretary or, if no address be on file, then to the last known place of residence shall be sufficient and conclusive upon any member.</div> <bR> <div> <B>ARTICLE VI</B> </div> <div> <B>COMM ITTEES</B></div> <div> Section 1. The Association shall have the following </div> <div> standing committees, whose chairmen shall be appointed by the President.</div> <div> <B>a-Finance Committee</B>. It shall prepare a financial budget for each fiscal year and submit such budget to the Board of Directors for approval.</div> <div> <B>b-Membership Committee</B>. It shall investigate and pass upon proposals for membership, reporting its findings with proper recommendations to the Board of Directors. A completed application may be accompanied by the full initiation fee and dues required for the class of membership involved. (11-16-2006).</div> <div> <B>c-Banquet and Entertainment Committee</B>. It shall be committee to arrange for and manage the social functions of the Association.</div> <div> <B>d- Program and Luncheon.</B> It shall be the duty of this committee to arrange for all luncheon and other social meetings not handled by Banquet and Entertainment; provide speakers and/or other entertainment and to promote attendance at such luncheons.  (11/16/2006)</div> <div> <B>e- Publicity</B>. This Committee shall have charge of all publicity and shall notify the press and the membership of association activities, important meetings or other events of interest and shall prepare proper copy for the Association newsletter. It shall also be responsible for publishing the annual directory of the Association.</div> <div> <B>f-Legislative</B>. The committee shall be responsible for keeping the Association by-laws abreast of current requirements in the best interest of the Association. The Chairman shall be <I>ipso facto</I> the Parliamentarian of the Association and shall perform such duties as are customary to that office.</div> <div> <B>g-Education</B>. The Chairman of this committee shall be the most immediate available Past President of the Association. It shall be the duty of this committee to: </div> <div> Conduct studies and recommend to the Board of Directors suggested activities in the education field that will be a credit to the Association. </div> <div> Prepare and submit to the Finance Committee an annual budget covering the costs of any proposed program. Funds for the operation of any such program, established by this Committee and approved by the Board of Directors, shall be obtained by transferring to an Educational Reserve Account annually a sum of money which approximates the sums from any and all sources that were specifically generated in the prior year to support philanthropic educational and other scholarship programs, plus any additional money set forth by the Board Of Directors. This fund shall be available only for such purposes as may be recommended by the Committee and approved by the Board of Directors.  (11/16/2006)</div> <div> <B>Section 2</B>. The Board of Directors may from time to time establish other committees to be appointed by the President with the approval of the Board of Directors and having such powers and duties as the Board of Directors may designate. All committees shall act under the general direction of the Board of Directors and when called upon to do so report to the Board of Directors.</div> <div> <B>Section 3</B>. Each standing shall have not less than three members, of which the Chairman must be a member of the Board of Directors or an officer of the Association; however, only one other member may be a director or an officer. The President shall have ex-officio membership on all committees. (11-16-2006).</div> <div> <B>ARTICLE VII</B> </div> <div> <B>ELECTIONS</B></div> <div> <B>Section 1</B>. At least 30 days before the annual meeting of members, the President shall appoint a committee, which shall consist of the seven most recent resident past presidents, where practical, with the most immediate available past president acting as Chairman, and which shall nominate candidates for officers and directors. The Committee shall report the names of such nominees to the Secretary, who shall notify the members of the selections of the nominating committee at least 15 days before the annual meeting. (11-16-2006). </div> <div> Section 2. Any fifteen or more members may by written petition addressed to the Secretary at least 15 days before the annual meeting of members, nominate candidates for election as officers and directors. The Secretary shall notify the membership of such selections at least 10 days before the date of the annual meeting.  (11-16-2006)</div> <div> <B>Section 3</B>. Officers and directors as provided in these bylaws shall be elected by a majority vote of the members in attendance at the annual meeting.</div> <div> Candidates nominated as provided in Sections 1 and 2 are eligible for election. The officers receiving a majority and the directors receiving the highest number of votes cast shall be declared elected, if otherwise qualified, and shall take office on January 1, the following year.  (11-16-2006)</div> <div> <B>ARTICLE VIII</B> </div> <div> <B>AMENDMENTS</B></div> <div> <B>Section 1</B>. These by-laws may be amended by a two thirds vote of the members present at any meeting of the Association provided that any proposed amendment be signed by ten members and a copy thereof published to the membership by the Secretary with the notice of such meeting.  (11-16-2006)</div> <bR> </td> <td valign="top" width=165 BGCOLOR="#A0A0A4" TEXT="#080000"> <div> <A HREF="http://www.cd-ca.org/online-store/scstore/" TARGET="_top" TITLE="http://www.cd-ca.org/online-store/scstor"><U><I><B>TO ORDER TICKETS FOR ANY CD & CA EVENT, CLICK HERE</B></I></U></A></div> <div> <B>President</B></div> <div> <B>       Dino DeLuca</B></div> <div> <B>Vice President</B></div> <div> <B>         Barry Alexa</B></div> <div> <B>Secretary</B></div> <div> <B>          Tommy Turriff</B></div> <div> <B>Treasurer</B></div> <div> <B>          </B> Judi Swain</div> <bR> <bR> <div> <B><U>DIRECTORS</U></B></div> <div>     Bob Arquilla</div> <div>     Bob Craven</div> <div>     Karen Desmond</div> <div>      Lou DePasquale</div> <div>      John Eterno</div> <div>      Jerry Hahn</div> <div>      Barbara Laffey</div> <div>      Craig Lundell</div> <div>       Laurie Pedziwiatr</div> <div>                     </div> <div>             </div> <div>                  </div> <div> <B>John LeDonne</B>, ex Officio</div> <div>             </div> <bR> <bR> <div> Vern Karris, Administrator</div> </td> </tr></table></body>