SINO-AMERICAN PHARMACEUTICAL PROFESSIONALS ASSOCIATION BYLAWS
(SAPA AC/EC Approved on April 3, 2003. For Commenting by SAPA Members.)
ARTICLE I. SHORT TITLES AND NAME
This document may be cited as "the SAPA Bylaws" or "the Bylaws".
The name of this organization shall be the Sino-American Pharmaceutical Professionals Association, and may be referred to as SAPA. Any names associated with SAPA may not be used without the consent of the Board of Directors.
ARTICLE II. OBJECTIVES AND PURPOSES
SAPA is a not-for-profit and non-political organization registered in the State of New Jersey in the United States. The primary purpose of SAPA is to serve its membership, the pharmaceutical sciences as a whole, the biomedical and biotechnological communities, the health professions, and public interests by:
- educating the public and advancing public knowledge in the progress and development in the
pharmaceutical and biotechnological sciences, the health professions, and the related academic
- promoting the pharmaceutical and biopharmaceutical sciences in every aspects;
- bridging and developing a cooperative relationship in the pharmaceutical area between the United States and China;
- fostering career growth and development of members;
- providing a forum for the interchange of technical or non-technical knowledge in the pharmaceutical area.
Further, SAPA serves an advocacy role for the pharmaceutical sciences, promotes the socioeconomic vitality of the pharmaceutical sciences and scientists, represents interest of pharmaceutical sciences among the health professions, and assists pharmaceutical industry and individuals in the US to develop partnerships in China, and vice versa.
ARTICLE III. MEMBERSHIP
Section 1. Members. Any individual or organization who supports the objectives of SAPA and is willing
to contribute to the achievement of these objectives, and who has an interest in pharmaceutical and
biopharmaceutical areas in the broad meanings, is eligible for membership.
Section 2. Admission to Membership. Any individual or organization meeting the requirements in
Section 1 of this Article shall be admitted to membership in SAPA upon completion of administrative
processing of any required application accompanied by the payment of the required dues.
Section 3. Membership Rights, Benefits and Services. Each member shall have the following rights,
benefits and services:
- voting and being voted;
- participating in and supporting SAPA activities;
- discussion and suggestions about the events to be held by SAPA;
- facilitating exchange of knowledge in the public domain.
The Executive Council may amend membership benefits and services as it deems necessary or desirable in
furtherance of SAPA purposes.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Composition. The Board of Directors (hereinafter "the BD") shall consist of SAPA
President, Immediate-Past President, and elected BD members who are not concurrent members of the
elected Executive Council. Elected BD members shall be members with long-term leadership in and service
to SAPA, and shall have representation from regional chapters.
Section 2. Duties and Authorities. The Board of Directors shall
- resolve any issues regarding the Bylaws and SAPA policies/procedures, and have the ultimate
authority on the interpretation of the Bylaws;
- oversee the President and the Executive Committee's management of SAPA to ensure that they
fully and faithfully comply with the Bylaws and be obligated to taking necessary preventive and
corrective measures in the event of a serious or potential serious deviation.
- be responsible for long-term strategic planning and major structural changes of SAPA, including
but not limited to organizational development, long-term financial planning, and promulgation of
policies and procedures regarding, and approval of, establishment and dissolution of regional
- be charged with the authority to select from nominees final candidates for President-elect and the
Executive Council members, approve election results, and approve appointments of heads of
SAPA standing departments nominated by President.
Section 3. Chair of the Board of Directors. Chair of the BD shall be elected by all BD members from
a slate of two (2) candidates, including Immediate-Past President and a non-presidential BD member.
Section 4. Terms of Office. The term of a BD member who is also in the capacity of a presidential
official shall commence as President, and expire at the expiration of his/her term as Immediate-Past
President. Other BD members are subject to annual elections and may be re-elected without term limits.
ARTICLE V. EXECUTIVE COUNCIL
Section 1. Composition. The Executive Council (hereinafter "the EC") shall consist of
- SAPA presidential officials, including President, Immediate-Past President and President-Elect,
- the runner-up of SAPA presidential candidates,
- SAPA Vice Presidents (Chair of SAPA regional chapters),
- heads of SAPA standing departments, and
- other elected members.
Section 2. Duties and Authorities. The Executive Council shall be responsible for the management of
SAPA affairs within the term of the year. It shall promulgate as appropriate SAPA policies and shall
approve and execute all SAPA yearly programs and activities.
Section 3. SAPA President. SAPA President is the Chief Executive Officer and presides the EC. The
President-elect shall assist President in all aspects and perform the duties of the President in the absence of
the President and shall perform such other duties as may be assigned by the Executive Council.
Section 4. Term of Offices. All EC members including the presidential officials shall serve for a term of one (1) year and serve until their successors have been duly elected and installed. SAPA Vice Presidents
shall serve for a term of one (1) year as prescribed by individual chapters. Heads of SAPA standing
departments shall be generated through nomination by SAPA President and approval by the BD, and shall
serve more than one (1) year, and may be re-nominated. Other EC members may be re-elected without term limits.
ARTICLE VI. STANDING DEPARTMENTS, TASK FORCES AND ADVISORY COMMITTEE
Section 1. Standing Departments. A standing department is defined as a function critical to SAPA and
involving long-term management. Standing departments shall be subject to change as deemed necessary by
the BD, and generally shall include Treasury, Membership, Website and Newsletter Publishing. Heads of
SAPA standing departments shall lead and coordinate the corresponding functions in SAPA regional
chapters with the support of Vice Presidents.
Section 2. Task Forces. Task Forces may be formed to head specific projects expected to be completed
within an elected term. SAPA President shall appoint elected EC members to lead individual Task Forces.
The Task Forces for global activities shall lead and coordinate the corresponding functions in SAPA regional
chapters with the support of Vice Presidents.
Section 3. Advisory Committee. Advisory Committee (hereinafter "the AC") shall include regular
SAPA Advisors consisting of all past presidents and individuals nominated by the AC and EC and approved
by the BD, and honorary SAPA advisors who are selectively invited with prior approval by the EC and the
BD. Members of the AC shall serve as consultants to the President, the EC and the BD, and may be invited
to serve as members in the EC or BDís task forces.
ARTICLE VII. ELECTIONS
Section 1. SAPA President-Elect and elected EC Members are elected annually via ballot by the entire
voting SAPA membership according to a schedule and procedures established by the EC. The candidates
shall be nominated by SAPA members. Two (2) final candidates for the President-elect and final candidates
for EC members shall be selected by the BD. The number allotment of EC members for regional chapters
shall be proportional to the membership percentage in corresponding chapters. EC members for each
regional chapter shall be elected from a separate slate of candidates.
Section 2. SAPA Vice Presidents (Chairs of SAPA regional chapters) shall be elected annually by SAPA
members in corresponding SAPA regional chapters.
Section 3. BD Members. Elected BD Members shall be elected annually by the EC at the beginning of
each term. The candidates shall be nominated by SAPA President, Immediate Past President, President-
elect, Vice Presidents and members of the exiting BD.
ARTICLE VIII. REGIONAL CHAPTERS AND OTHER AFFILIATIONS
Section 1. Regional Chapters. SAPA regional chapters may be established as necessary or desirable to
serve particular member interests or needs. Subject to the approval of the BD, each regional chapter may
establish, in compliance with SAPA Bylaws and policies/procedures, the rules and procedures including, but
not limited to, those for membership, organizational structure and election of officers, program, and funding
to meet its regional needs. While a part of SAPA, each chapter shall be responsible for its own activities.
Section 2. Other Affiliations. Affiliations may be established with the approval by the EC and BD to 142
meet SAPA needs and help achieve SAPA objectives.
ARTICLE IX. FINANCES
Financial regulations shall be established and followed. Funds for SAPA activities shall be obtained from
public donations, membership dues and other sources approved by the EC. SAPA membership dues shall be
established by the EC. SAPA adopts "yearly balanced budget" policy. President and Treasurer shall prepare
jointly an annual budget for review and approval by the EC for SAPAís fiscal year.
ARTICLE X. PARLIAMENTARY AUTHORITY AND PRECEDENCE
Section 1. Parliamentary Authority. The rules contained in the current edition of Robertís Rules of
Order shall govern SAPA in all cases to which they are applicable. All activities carried out by SAPA and
active individual members shall not be against the laws of the United States and China.
Section 2. Precedence. In any case of conflict between these Bylaws and any parliamentary authority or
other rules or procedures, these Bylaws shall prevail. All such apparent conflicts shall be resolved by the BD
whose decisions shall be binding on all interested parties. All activities and information exchanged in SAPA
shall be within the public domain.