1.1 The purposes of the Corporation are exclusively charitable and educational as set forth in the Articles of Incorporation. In pursuing such purposes, the Corporation shall not act to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

2.1 Registered Office. The registered office of the Corporation shall be at such location in Pennsylvania as the Executive Committee may from time to time determine.
2.2 Other Offices. The Corporation may also have offices at such other places as the Executive Committee may select and the business of the Corporation shall require.

3.1 Number and Dues.

• (a) The Corporation shall have one class of Members, which shall have such rights and responsibilities as set forth herein and shall be Members as defined under the Pennsylvania Nonprofit Corporation Act (the “Act”), consisting of Safe Medication Practices Centers formed as nonprofit organizations, Safe Medication Practices Centers operated by a nonprofit professional association (the two types of Safe Medication Practices Centers shall be collectively referred to throughout these bylaws as Safe Medication Practices Centers), Healthcare Regulatory Agencies, Pharmacovigilance Centers and Quality and Safety Commission/Councils. Each type of Member is defined in Section 11.1 of these bylaws.
• (b) There shall be an additional class of Associate Members, who do not qualify as Safe Medication Practices Centers, Healthcare Regulatory Agencies, Pharmacovigilance Centers or Quality and Safety Commissions/Councils, but may, at the absolute discretion of the Executive Committee (defined herein) and on payment of the applicable membership fee, be admitted as Associate Members. Associate Members shall have those rights set forth herein, but shall not have the right to vote, stand for office, use the Corporation’s logo, or any other rights of a Member under the Act.
• (c) Each Member and Associate Member shall pay an annual membership fee recommended by the Executive Committee (which has the powers and responsibilities of a Board of Directors under Pennsylvania law) and approved by vote of a majority of Members attending an Ordinary General Meeting of Members (“OGM”) or at any Extraordinary General Meeting of Members (“EGM”). A Member or Associate Member joining part way through a year shall pay a pro rata portion of that year’s membership fee. No membership fee or part thereof shall be refunded if a Member or Associate Member ceases for any reason to be a Member or Associate Member during the remainder of any year.
• (d) An applicant for Membership or current Member may request an exemption or a discount from the payment of Membership fees. Any such request may be granted at the sole discretion of the Executive Committee, provided that the requesting organization submits suitable evidence to support the request. Each exemption is granted only for one Membership year.
• (e) Associate Members fees may be discounted in accordance with paragraph (d) above.

3.2 Requirements for Membership. The Executive Committee may establish any additional criteria for Membership. No person shall become a Member unless approved as set forth in the Bylaws. Such approval may be denied for any reason deemed sufficient by the Executive Committee even though the applicant may meet the stated criteria for Membership. In such instance, if an applicant is denied Membership, the applicant may request that the matter be put before the next OGM, which shall make the final decision in all disputes concerning admission to Membership. At least once every six (6) years the Board shall review the status of Members, particularly to determine whether the Member continues to qualify as a Safe Medication Practices Center, Healthcare Regulatory Agency, Pharmacovigilance Center or Quality and Safety Commission/Council.

Entities involved in the production, distribution, warehousing or otherwise engaged in the pharmaceutical industry activities may apply to be an Associate Member. Individuals responsible for medication safety in their healthcare organization and others, such as retirees or clinicians that have an interest in medication safety but may not be involved in a health care organization, may apply for Associate Membership, provided that any individual who applies for Associate Membership as an individual may not be a current employee of a Member or an Associate Member. The Executive Committee may establish any additional criteria for Associate Membership.

3.3 Application for Membership. Any applicant for Membership or Associate Membership shall require the approval of the Executive Committee.

3.4 Regular Meetings. Meetings of the Members and Associate Members shall be held as determined by the Executive Committee.

3.5 Ordinary General Meeting of Members. The OGM shall be held at least once every two years or upon ten (10) days written notice to the Members at such other time or place as the Executive Committee shall determine.

3.6 Extraordinary General Meeting of Members. Special meetings of the Members (“EGM”) may be called by the Chairperson, the Executive Committee or at the written request of 10% of the Members. The General Secretary or the person or group calling such meeting shall give at least five days written notice stating the time, place, if any, and purpose of any Members entitled to participate.

3.7 Quorum. One-third of all Members shall constitute a quorum for the transaction of business at any meeting of Members. The acts of a majority of Members voting at a meeting at which a quorum is present shall be deemed to be the acts of the Members, unless otherwise required by the Act or these Bylaws.

3.8 Voting. Each Member shall be entitled to one vote in Record Form as defined in Section 11.1 below, in person, by ballot, by mail or by proxy in accord with Section 3.9. Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the Articles or Bylaws, may be by voice vote, show of hands, or by ballot, as determined by the Members present, or in Record Form if determined by the Executive Committee and a designation of the means of voting is sent with notice of the question to be voted upon.

3.9 Voting by Proxy. Any absent Member eligible to vote at any meeting of Members may be represented as present and may vote at such meeting by a proxy authorized in writing by the Member or by its duly authorized attorney in fact. Such proxy shall be executed or authenticated by the Member or the Member’s duly authorized attorney-in-fact and filed with or transmitted to the General Secretary of the Corporation or its designated agent. An email, internet communication or other means of electronic transmission from a Member or attorney-in-fact or a photographic, facsimile or similar reproduction of a writing executed by a Member or attorney-in-fact may be treated as properly executed or authenticated for purposes of this paragraph, and shall be so treated if it sets forth or utilizes a confidential and unique identification number or other mark furnished by the Corporation to the Member for the purposes of a particular meeting or transaction. A proxy shall be revocable at will, but the revocation shall not be effective until notice of the revocation has been given to the General Secretary of the Corporation or its designated agent in writing or by electronic transmission. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, notice of such death or incapacity is given to the General Secretary of the Corporation.

3.10 Consent of Members in Lieu of a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting if a consent or consents setting forth the action to be taken shall be provided in writing by a majority of all Members who would be entitled to vote thereon at a meeting at which all Members entitled to vote were present and voting and shall be filed with the General Secretary of the Corporation.

3.11 Electronic Meetings. A meeting of Members may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions to the Executive Committee or others, make appropriate motions and comment on the business of the meeting. Such meeting need not be held at a particular geographic location.

3.12 Expulsion from Membership. Any Member may be expelled from Membership, with or without the assignment of any cause, upon a majority vote of all Members or Executive Committee members present at a duly convened meeting of the Members or Executive Committee, as the case may be, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed. Any Associate Member may be expelled from membership, with or without the assignment of any cause, upon a majority vote of the Executive Committee members present at a duly convened meeting.

4.1 Powers. The business and affairs of the Corporation shall be managed by the Executive Committee, which shall be the Board of the Corporation, except as otherwise required by the Act, these Bylaws or a resolution duly adopted by the Executive Committee. The Executive Committee is responsible for the running, development and representation of the Corporation and for monitoring Members and their publications.

4.2 Qualifications of Executive Committee. Each member of the Executive Committee shall be an individual of at least 18 years of age, who need not be a resident of Pennsylvania and who represents a Member.

4.3 Number, Election and Term of Executive Committee. The Executive Committee shall consist of not fewer than three (3) nor more than seven (7) people, all of whom shall be Member representatives. No person shall serve as a Member representative on the Executive Committee unless: (i) recommended by the Executive Committee; (ii) nominated by two (2) Members and (iii) is willing to serve if elected. No Member may be represented by more than one person on the Executive Committee. Executive Committee members representing Members shall be chosen by ballot of the Members at the OGM and shall serve for no more than three (3) consecutive terms of two (2) years each and until their successors are elected and qualified. Initial terms shall be staggered so that as nearly as possible, an equal number of terms shall expire every two years. Vacancies which occur in between OGM meetings shall be filled as set forth in Section 7.2(a). Service as an Executive Committee member for any partial term shall not count toward the one term limit.

4.4 Removal. Any voting Executive Committee member may be removed from office, with or without the assignment of any cause, by a two-thirds vote of those present and voting at a duly convened meeting of the Members, provided that written notice of the intention to consider removal of such Executive Committee member has been included in the notice of the meeting. No voting Executive Committee member may be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed. An Executive Committee member may no longer serve on the Executive Committee if the Member represented by that Executive Committee member is, for any reason, no longer a Member.

4.5 Quorum. A majority of all voting Executive Committee members shall constitute a quorum for the transaction of business at any meeting, and the acts of a majority of those voting at a duly convened meeting at which a quorum is present shall be the acts of the Executive Committee, unless a greater number is required by the Act or these Bylaws.

4.6 Vote. Every voting Executive Committee member shall be entitled to one vote.

4.7 Unanimous Consent of Executive Committee in Lieu of Meeting. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a written consent or consents setting forth the action so taken shall be submitted by all of the voting Executive Committee members in office and shall be filed with the General Secretary of the Corporation.

4.8 Annual Meeting. The annual meeting of the Executive Committee shall be held within 30 days of the OGM.

4.9 Regular Meetings. At least two regular meetings of the Executive Committee each year shall be held as determined by the Executive Committee members.

4.10 Special Meetings. Special meetings of the Executive Committee may be called by the Members, the Chairperson or by one-third of the Executive Committee at any time. At least five (5) days written notice stating the time, place and purpose of any special meeting shall be given to the Executive Committee members.

4.11 Virtual Meetings. Any Executive Committee member may participate in a meeting of the Executive Committee or any panel thereof by means of a telephone or an electronically video conferencing tool conference telephone or similar communications equipment by which all persons participating in the meeting can hear and/or see each other.

4.12 Global representation. As much as possible, the Executive Committee membership shall represent the 6 regions of the world that are recognized by the World Health organization

5.1 Positions, Election, Term. The officers of the Corporation shall include a Chairperson, a Vice Chairperson, and a Treasurer. The officers shall be elected by the Executive Committee from among the Executive Committee at the annual meeting of the Executive Committee members and shall serve for a term of one (1) year and until their successors are elected and qualified.

5.2 Consecutive Terms. Officers may serve no more than three (3) consecutive one (1) year terms in any one office and may only serve as an officer while serving as a Member of the Executive Committee. Service to fill a vacancy for a partial term shall not be counted toward the term limit.

5.3 Duties. The duties of the officers shall include the following:

• (a) The Chairperson shall convene and preside at all meetings of the Members and Executive Committee; shall generally supervise the business of the Corporation; and shall execute documents on behalf of the Corporation. The Chairperson shall be an ex officio member of every committee. If the Chairperson is not available for any reason to preside at a meeting, the Vice Chairperson may preside or designate an officer to preside.
• (b) The Executive Committee shall appoint a General Secretary who shall be an “at will” employee of the Corporation.
• (c) The General Secretary assures that the bylaws are properly adhered to, notifying the Chairperson when actions are needed or when deficiencies arise. The General Secretary shall assure that minutes are prepared, distributed and maintained for all meetings of the Executive Committee and the Members; shall assure that appropriate notice is given for all meetings of the Executive Committee and Members; and shall perform such other duties as may be prescribed by the Executive Committee or by the Chairperson. The General Secretary serves a two-year term at the will of the Executive Committee and undergoes an employee evaluation by the Chairperson of the Executive Committee every two years to continue serving).
• (d) The Treasurer shall assure that accurate accounts of the receipts and disbursements of the Corporation are maintained; shall issue all invoices, receive membership fees, settle all accounts, shall cause financial reports to be provided to the Executive Committee and the Members as requested, but not less than once a year. The treasurer submits required nonprofit tax forms to the US government for each fiscal year. For this purpose, a professional audit is required when annual income reaches $50,000 (US). The treasurer shall perform such other duties as may be prescribed by the Executive Committee or by the Chairperson. Any documentation for sums higher than $5,000 to be paid by the Corporation must be co-signed by the Chairperson.
• (e) Other members of the Executive Committee shall be responsible for the regional development of the Corporation.

5.4 Removal of Officers. Any officer or agent may be removed by the Executive Committee whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

6.1 Establishment. The Executive Committee may establish one or more committees for specific tasks that may be required, such as meeting planning. The committee would consist of one or more Executive Committee members. Any such committee, to the extent provided in the resolution of the Executive Committee forming the committee, shall have and may exercise any of the powers and authority of the Executive Committee, except that no committee shall have any power or authority as to the following:

• (a) The filling of vacancies on the Executive Committee.
• (b) The adoption, amendment or repeal of the Bylaws.
• (c) The amendment or repeal of any resolution of the Executive Committee.
• (d) Action on matters committed by the Bylaws or by resolution of the Executive Committee to another committee of the Executive Committee.

If any person who is not an Executive Committee member is appointed to any committee of the Executive Committee, such non-Executive Committee member shall have no right to vote on any question that would create a binding obligation of the Corporation.

6.2 Appointment to Committees. Unless otherwise determined by the Executive Committee or set out in these Bylaws, the Chairperson shall have the power to appoint and remove members and chairs of all committees.

6.3 Creation and Composition of Advisory Boards. The Corporation may, in its discretion, establish Advisory Boards that may include persons who are not Executive Committee members. Such Advisory Boards shall have no power to bind the Corporation and shall have only such other responsibilities and duties as may be delegated to them by the Executive Committee or the Chairperson.

7.1 Resignations. Any Member, Executive Committee member or officer or Associate Member may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the Executive Committee shall not be required to make it effective.

7.2 Filling Vacancies.

• (a) If a vacancy exists among the positions available for Executive Committee members, by virtue of a desire to fill unfilled positions, or by reason of death, resignation, disqualification or otherwise, the remaining Executive Committee members in office may choose a person or persons who may serve as an Executive Committee member for the remainder of the applicable term, provided that any such person shall meet the requirements of these Bylaws.
• (b) If the position of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Executive Committee may choose a person or persons who shall hold office for the remainder of the term, which shall, in no event, be longer than one (1) year.

8.1 Place of Meetings. Meetings of Members may be held at such place as the Executive Committee may from time to time determine. Meetings of Members may be held without geographic location as provided in Section 3.11 above

8.2 Notice. Whenever notice is required to be given to any person, it shall be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, to the person's address appearing on the books of the Corporation, or in the case of Executive Committee members, supplied by that person to the Corporation for the purpose of notice, or by facsimile transmission, e-mail or other electronic communication to the person’s facsimile number or address for e-mail or other electronic communications supplied by the person to the Corporation for the purposes of notice. Notice by mail or courier shall be deemed to have been given when deposited in the mail or with a courier service for delivery. Notice by facsimile, email or other electronic communication shall be deemed to have been given when sent. Such notice shall specify the day, hour and geographic location, if any, of the meeting and any other information which may be required by the Act or these Bylaws, including, in the case of an EGM, the general nature of the business to be transacted.

8.2 Waiver of Notice. Any required notice may be waived by written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

9.1 General Rule. An Executive Committee member shall not be personally liable for monetary damages as an Executive Committee member for any action taken, or any failure to take any action, unless:

(a) the Executive Committee member has breached or failed to perform the duties of Executive Committee member in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successor acts thereto; and

(b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

Provided, however, that the foregoing provision shall not apply to (a) the responsibility or liability of an Executive Committee member pursuant to any criminal statute or (b) the liability of an Executive Committee member for the payment of taxes pursuant to local, state or federal law.

9.2 Indemnification. The Corporation shall indemnify any officer or Executive Committee member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether or not by, or in the right of, the Corporation) (a “Proceeding”), by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal; provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.

9.3 Procedure. Unless ordered by a court, any indemnification under Section 9.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:

• (a) by the Executive Committee by a majority vote of a quorum consisting of Members of the Executive Committee who were not parties to the action or proceeding;
• (b) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Executive Committee so directs, by independent legal counsel in a written opinion; or
• (c) by the Members.

9.4 Advancement of Expenses. The Corporation shall advance expenses incurred by an officer or Executive Committee member who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Corporation, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

9.5 Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Executive Committee member of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

9.6 Other Rights. This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.

10.1 Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended by a vote of a majority of the Members present and voting at any duly convened meeting of Members after not less than 10 days written notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be affected thereby.

10.2 Bylaws. The Bylaws may be amended by a majority of all Members present and voting at any duly convened meeting of Members or, to the extent not prohibited by law, after written notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be affected thereby.

10.2 Other Fundamental Changes. A Members’ vote to dissolve shall be effective upon a vote of three-quarters of the Members present and voting at any duly convened meeting of the Members. The vote shall be after not less than 10 days written notice of such purpose has been given to the Members, including a copy of the proposed amendment or a summary of the changes to be affected thereby.

11.1 Definitions.

• (a) Written. Whenever a written document or written action is required by these Bylaws, it shall be sufficient if such document is provided, or action is taken in Record Form.
• (b) Record Form. “Record Form” means inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form.
• (c) Sign or Signature. Whenever these Bylaws require a signature or a signed document, it shall be sufficient if the person signing acts with present intent to authenticate or adopt information in Record Form and (1) manually signs or adopts a tangible symbol or (2) attaches to, or logically associates with, information in Record From an electronic sound, symbol or process.
• (d) Network. The International Medication Safety Network
• (e) Member. A Safe Medication Practice Center, Healthcare Regulatory Agency, Pharmacovigilance Center and Quality and Safety Commission/Council fulfilling the Membership criteria of IMSN. A Member will be represented by its head or by another designated person from its staff.
• (f) Associate Member. A corporation which is not eligible for Membership because it is not a Qualifying Entity, but which is involved in the pharmaceutical industry or an individual, provided that such individual is not employed by or an agent of a Member.
• (g) Executive Committee. The governing body of IMSN constituted as described herein.
• (h) Healthcare Regulatory Agencies. National government agencies which implement and operationalize the health care statutes of various countries and provide oversight and enforcement of such statutes.
• (i) Pharmacovigilance Center. Global organizations which engage in the science of detection assessment, understanding and prevention of adverse effects of drugs or any other drug-related problems.
• (j) Safe Medication Practices Center. An independent program including an active medication error reporting and learning system which: maintains fully operational a database or otherwise captures voluntarily submitted reports of medication errors; provides content expertise to assure analysis of error reports, communicates medication safety information and provides risk reduction and prevention programs for the healthcare community and patients. Their staffs include healthcare professionals working within the healthcare system in the corresponding country. This category of membership includes Centers operated by professional associations in countries which have no independent Safe Medication Practices Centers.
• (k) Quality and Safety Commission/Council. Independent governmental bodies with a mission to promote and improve patient safety, prevent errors and decrease adverse effects of medications.
• (l) Independent. A safe medication practices center is independent if it fulfils the following criteria:
  (i) it is run by a national governmental, charitable or other organization that is not for profit;
  (ii) its organizational structure and financial resources are capable of guaranteeing the organization’s independence;
  (iii) it is operated independent of, and free of influence from, the pharmaceutical industry or related healthcare industry; and
  (iv) its conflict-of-interest policies and transparencies are in place to prevent situations where the personal interests of individuals or outside organizations conflict with the patients’ interests.

11.2 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

11.3 Policies. The Executive Committee shall adopt policies dealing with conflicts of interest, whistleblower protection, and document retention and destruction.

11.4 Headings. In interpreting these Bylaws, the headings of articles shall not be controlling.

11.5 Bond. If required by the Executive Committee any person shall give a bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board shall determine.

11.6 Subventions. The Corporation shall be authorized, by resolution of the Executive Committee, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.

11.7 Corporate Seal. The corporate seal of the Corporation shall be in circular form and shall bear the name of the Corporation and the words “Corporate Seal, Pennsylvania 2020.”