SPECIALTY PHARMACY CERTIFICATION BOARD

BY – LAWS

ARTICLE I – CORPORATE INFORMATION

Section 1. Name

The name of the organization shall be the Specialty Pharmacy Certification Board. (“SPCB”), a non-member, not-for-profit, 501(c)6 entity incorporated in the State of Florida.

Section 2. Registered Agent and Principal Office

The principal office of the SPCB shall be at 8615 Vivian Bass Way, Odessa, FL 33556. The SPCB may choose to move, or establish additional headquarters or satellite offices in the United States and its territories, or internationally as deemed necessary by the Board of Directors (Board).

The SPCB Registered Agent is:

Mark Stevenson, Esquire

Shutts & Bowen, Attorneys at Law

mstevenson@shutts.com

430 W Boy Scout Boulevard, Suite # 300

Tampa, FL 33607

813 – 227 – 8116

ARTICLE II – OBJECTIVES AND PURPOSE

  1. The Board is dedicated to promote Specialty Pharmacists and related Specialty Pharmacy Professionals in maintaining the highest possible quality standards to advance ethical practice and to advocate for professional development to ensure that patients served receive safe, efficient care now and in the future.
  2. To evaluate the need for, develop, and provide certification and credentialing programs for Specialty Pharmacists and related Specialty Pharmacy Professionals so as to assure protection of the public.
  3. To create public recognition for those individuals who successfully complete the SPCB certification examination(s) and to those certified Specialty Pharmacists and related Specialty Pharmacy Professionals who fulfill continuing competency and recertification requirements established by the SPCB.
  4. To establish and implement Policies and Procedures, including but not limited to, eligibility requirements, credential renewal, disciplinary policies and certification examination development.
  5. To strive to meet or exceed nationally accepted standards for the accreditation of certification programs such as those as set forth by the National Commission for Certifying Agencies (NCCA).
  6. From time to time, the Board shall carry out other purposes to further the objectives of the SPCB as long as those activities comply with the provisions for non-profit organizations under the United States Tax Code and the laws of the State of Florida.

ARTICLE III – BOARD OF DIRECTORS

Section 1. Authority and Responsibility

The SPCB shall be governed by the Board of Directors (Board). It is the duty of the Board to carry out the purposes and objectives of the organization.

The Board may adopt such rules and regulations for the conduct of its business as it shall deem advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Director.

No Director of the Board, Officer, or employee, may act on behalf of the SPCB or hold him or herself out to the public as authorized to act on behalf of the SPCB without the express consent of the Board of Directors.

Section 2. Compensation

Directors and officers shall not receive any compensation for their services, but by resolution of the Board may be reimbursed for the expense of attendance at meetings and other functions of the Board.

Section 3. Number of Directors

A thirteen (13) member Board of Directors (Board) will govern the SPCB. The Board of Director’s will consist of the following composition from stakeholders.

Section 4. Composition

  1. Eight (8) Certified Board Directors defined as Specialty Pharmacists and related Specialty Pharmacy Professional Board Directors who are Subject Matter Experts representing each Specialty Pharmacy credential offered by SPCB. Specialty Pharmacy providers from a representative of practice settings, including but not limited to Retail, Hospital, Mail Order, PBM, Infusion Center, Pharmacy Associations, or other specialty pharmacy practice as deemed acceptable by the Board.

Once the initial Certified Specialty Pharmacist program has been launched and a sufficient number of individuals have been certified at least one (1) Board Director will hold the Certified Specialty Pharmacist designation. As initial terms expire and a sufficient number of certified individuals are available, Certified Board Director positions will be filled with Certified Specialty Pharmacists.

As additional credentials are developed and offered by SPCB, those credentials will be represented on the Board within the 8 Certified Board Director positions. At least four (4) of the eight (8) Certified Board Director positions will be filled by Certified Specialty Pharmacists. If the number of credentials offered by SPCB exceeds five (5) a rotating system will be established in the policies and procedures of the SPCB to ensure all credentials are represented on a rotating basis.

By 2018 all Certified Board Director positions will be held by individuals certified by the SPCB.

  1. One (1) Physician Board Director defined as a Physician Medical Director from a Health Plan,
  2. One (1) Public Board Director defined as a public representative with no stakeholder or related stakeholder interests to any specialty pharmacy or healthcare organization,
  3. One (1) Corporate Director defined as a Subject Matter Expert from a Pharmaceutical Manufacturer that manufactures Specialty Pharmaceutical Products,
  4. One (1) Education Director defined as a Subject Matter Expert from an academic, educational, or pharmaceutical research oriented institution, and
  5. One (1) Nurse Director defined as a Specialty Nurse Subject Matter Expert.

The SPCB Executive Director shall serve as a non-voting, ex-officio member of the Board and all SPCB Committees. The Executive Director of the National Association of Specialty Pharmacy (NASP) may serve as a non-voting, ex-officio member of the Board to facilitate communication between the SPCB and the NASP. The NASP Executive Director may not participate in or observe any Board meetings or examination development activities that would result in knowledge of SPCB exam content that is not publicly available.

Section 5. Qualifications

Any Specialty Pharmacist or related Specialty Pharmacy Professional shall be eligible for nomination as a Certified Board Director who:

  1. Has been a pharmacist or related Specialty Pharmacy professional in a specialty area in which the SPCB offers a certification program, for at least five years prior to election; and;
  2. Is in good standing with the SPCB, and;
  3. Demonstrates experience with oversight boards and/or pharmacy leadership functions.

Any member of the Public who is not qualified to be Certified Specialty Pharmacist and meets the Public Member qualifications established by SPCB in its policies and procedures shall be eligible for appointment as a Public Board Director. The Public Board Director will be selected to represent the interest of the Public in health and safety through a willingness to be a public advocate for consumers of pharmaceutical products.

Any person shall be eligible for appointment as a Physician Board Director who meets all of the following:

  1. Is licensed as a Medical Doctor or Doctor of Osteopathy, and whose license is in good standing, in the United States;
  2. Is currently recognized in good standing within his/her profession;
  3. Demonstrates interest in health and safety through a willingness to be a physician medical advocate for consumers of pharmaceutical products;
  4. Does not hold elected or appointed office on a state, provincial or national regulatory board; and;
  5. Demonstrates experience with oversight boards and/or leadership functions.

Any person shall be eligible for appointment as a Corporate Board Director who meets all of the following:

  1. Is presently or formerly responsible for the manufacturing, distributing, and marketing/educating of specialty pharmaceutical products to specialty pharmacies, wholesalers, or patients.
  2. Has a present or former corporate relationship with the specialty pharmacy profession;
  3. Demonstrates interest in health and safety through a willingness to be a corporate advocate specialty pharmaceuticals
  4. Does not hold elected or appointed office on a state, provincial or national regulatory board; and;
  5. Demonstrates experience with oversight boards and/or leadership functions.

Any person shall be eligible for appointment as an Educational Board Director who meets all of the following:

  1. Is presently or formerly a member of the academic community;
  2. Demonstrates interest in health and safety through a willingness to be an educational advocate for specialty pharmaceuticals;
  3. Does not hold elected or appointed office on a state, provincial or national regulatory board; and;
  4. Demonstrates experience with oversight boards and/or leadership functions.

Any person shall be eligible for appointment as a Nurse Director who meets all of the following:

  1. Is a licensed, currently practicing Registered Nurse with at least 5 years of experience;
  2. Demonstrates interest in health and safety through a willingness to be a healthcare advocate for specialty pharmaceuticals;
  3. Does not hold elected or appointed office on a state, provincial or national regulatory board; and;
  4. Demonstrates experience with oversight boards and/or leadership functions.

Section 6. Exclusions

No Public, Nurse, Physician, Corporate, or Educational Board Director shall practice as a certified specialty pharmacist, or be employed by a specialty pharmacy as his or her primary means of employment. No Director shall have any familial or supervisory relationship with any other Director.

Section 7. Nomination and Election

  1. Nomination Process for the Initial Board of Directors (see Article III, Section 4):

The Acting Executive Director will solicit and confirm SME interests in serving on the Board, will confirm that Nominees meet all qualifications for Director as outlined in Article III, Sections 5 and 7, “Qualifications,” and will appoint the initial Board of Directors.

Initial Board members will be assigned a term of either one (1), two (2), or three (3) years, so as to ensure that approximately one-third (1/3) of the positions expire each year. After completion of this initial one (1), two (2), or (3) year term, each director will be eligible to serve a second term of three (3) years as outlined in Section 11 below, if so selected.

2.  Nomination Process –

The SPCB Board of Directors will establish policies and procedures to address the qualifications and selection process for Board Directors. This process will include the appointment of a Nominating Committee to assist in recruiting and identifying qualified Candidates as required in these Bylaws.

3. Election Process

Board Directors shall be elected by the SPCB Board of Directors, by verifiable ballot. A vote of two-thirds of the eligible voting Directors is required to elect Board Directors.

Section 9. Re-election and Reappointment of Directors

Directors may not serve more than two consecutive terms or for seven (7) consecutive years, whichever is longer. In the event a Director wishes to serve a second term the director shall inform the Executive Director and Nominating Committee as established in the Board’s policies and procedures. The Director’s re-election to a second term will be determined by a vote of re-election/re-appointment of the current Board of Directors. A majority vote of the eligible Directors is required for re-election of Board Directors. The Director requesting re-election is not eligible to vote.

Section 10. Vacancies, Resignations and Removals

A vacancy on the Board shall be filled for the balance of the term thereof by an individual upon recommendation of the Nominating Committee to the Board. A majority vote of the entire board is required to confirm the Nominating Committee’s recommendation.

Any director may be removed from office with or without cause by a two-thirds vote (i.e., 9) of entire Board.

Any member may resign at any time by submitting a written resignation to the President.

Section 11. Term of Office

Each Director shall take office at the conclusion of the calendar year and serve a term of three years except in the case of the Article III, Section 7. The term of office of the Directors shall be staggered. Directors may not serve more than two consecutive terms or seven consecutive years, whichever is longer.

Section 12. Confidentiality and Conflicts of Interest

At the commencement of his or her term of office, and annually thereafter, each Director shall sign an agreement stating that the Director will not disclose any confidential information. If a question is raised as to the confidentiality of certain information, confidentiality will be determined by the President and Executive Director. Each Director will further agree to fully and promptly disclose to the Board any existing or potential conflict of interest the Director may have, of either a personal, professional, business, or financial nature as required by the Board’s policies and procedures.

ARTICLE IV – MEETINGS

Section 1. Annual Business Meeting

The annual business meeting of the Board shall be held at date and a location determined by the Board.

Section 2. Regular and Special Meetings

Meetings will be scheduled to meet the needs of a majority of the Board. Agenda items to be discussed at the meeting will be distributed in writing to the Board at least one week prior to the meeting. Special meetings of the Board may be called by written notice to each Board member not less than seven (7) days before the meeting is held.

The Board will hold at least four (4) regular meetings each year. At least one regular meeting will be held in person, at a location selected by the Board.

Section 3. Agenda

Any director who wishes to place items on the agenda of any meeting of the Board shall send the items via email with receipt request to the Executive Director for receipt no later than four (4) days before the meeting date.

Section 4. Notice

Notice of any meeting of the Board shall be given to each by email, written or oral notice.

If notice is given by writing it shall be signed by the President, or by the Executive Director with the permission of the President, and shall be sent to each Director. If mailed, such notice shall be given at least fourteen days before such meeting and deemed to be delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the corporate records with postage thereon prepaid. If the notice is sent by overnight mail, facsimile or electronic mail notice shall be given at least four days before such meeting. If given in person or by telephone it shall be given at least forty-eight hours in advance of such meeting and deemed to be delivered when transmitted to the director at his or her email address as it appears on the corporate records or a message is left at the telephone number and/or answering system as it appears on the corporate records. Notwithstanding the foregoing provisions of this section, if the President determines that due to the urgency of a matter, a meeting must be held without notice described above, such meeting may be called if actual notice is left for the Director and received at the address or telephone, facsimile numbers, or email address supplied for such purposes by the Director to the Executive Director. An agenda of the business to be transacted at any meeting of the Board shall be included with the notice thereof. Any director may waive notice of any meeting. Whenever any notice whatsoever is required to be given under the provisions of local, state or federal law, or under the provisions of the Articles of Incorporation or the By-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.

Section 5. Quorum

At all meetings of the Board, a quorum shall consist of the participation of at least seven Directors, four of whom must be Specialty Pharmacy Directors. One of the participants must be an Officer, as defined in Article V, Section 1.

Section 6. Voting

Meetings shall be held in person or by other permitted means, so long as all Directors in attendance can participate and be heard, and a quorum is present. Proxy voting shall not be permitted.

The Board shall develop appropriate policies concerning meeting notices, agenda, and minutes. Any resolution or action supported by a majority of the voting, disinterested Directors, without conflict or bias, shall be an act of the Board, unless specified otherwise in these Bylaws or SPCB policies.

Voting by email requires unanimous written consent.

Each Director with the exception of the President will have one vote. In the event of a tie, the President will cast the deciding vote. A two-thirds vote of the entire Board is required to enact or revise board policies, certification requirements, professional standards, reappointment of Directors, and to remove a Director from office. All other actions require a majority vote.

Section 7. Rules of Order

The current edition of Robert’s Rules of Order shall govern the conduct of all SPCB meetings

ARTICLE V – OFFICERS

Section 1. Officers

The officers of the Board of the SPCB shall be the President, Immediate Past-President, Vice-President, and Secretary/Treasurer. The Executive Director shall serve as the recording secretary of the Board and be an ex-officio officer, with no vote on any SPCB matter.

Section 2. Election, Term of Office, and Qualification

The offices of President, Immediate Past-President, Vice-President, and Secretary/Treasurer shall be elected during the Annual Business Meeting. Officers shall be elected by secret ballot. In the event that there is only one candidate for an office, that candidate shall be appointed by declaration of the Board.

The Officers of the SPCB shall be elected from among current Directors according to SPCB policies and procedures. The Secretary/Treasurer shall serve no more than two consecutive terms in the same office and any combined terms in officer positions may not exceed the length of the individual’s Directorship. The President, Vice-President, and Immediate Past President will serve one term in each position. The Executive Director shall be responsible for the supervision of the officer elections. All Officer terms shall be for one (1) year, except Secretary/Treasurer, which shall be for no more than three (3) years.

Section 3. Officer Nominations

The Board shall develop policies and procedures for nominations and election of Officers.

Section 4. Vacancies, Resignations, and Removal

In the event the office of President becomes vacant, the Vice-President shall become President for the remaining portion of the term. In the event the office of Vice-President, Immediate Past President or Secretary/Treasurer becomes vacant, the President shall appoint interim officers to fill such vacant offices until a scheduled meeting of the Board can be held. The Executive Director shall notify the Board in writing of the vacancy and open nominations for the position. Upon acceptance of the nomination by the candidate(s) the Executive Director shall prepare a written or electric ballot for an election to be held at the next scheduled Board meeting. In the event that there is only one candidate for an office, that candidate shall be appointed by declaration of the Board.

Any officer may resign at any time by submitting a written resignation to the President, or to the Vice-President in case of the President’s resignation.

Section 5. Duties of Officers

  1. President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation.
  2. Vice-President: If appointed, in the absence of the President or in the event of his/her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President will assume the office of the President according to the SPCB policies and procedures.
  3. Immediate Past-President: Immediate The Past-President shall in general perform all duties incident to the office of Immediate Past-President and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
  4. Secretary/Treasurer: The Secretary/Treasurer will serve as Chair of the Financial Committee and shall in general perform all of the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

The duties of the officers shall be such as outlined in the SPCB Officer job descriptions, and as usually attach to such offices and, in addition thereto, such further duties as may be designated from time to time by the Board.

Section 6. Bonding of Secretary/Treasurer and Other Officers.

The Secretary/Treasurer shall be bonded. At the direction of the Directors, other officers or employees of the SPCB shall be bonded. The Board will incur or reimburse for any Board approved costs associated with Bonding.

 

ARTICLE VI – ADMINISTRATOR AND STAFF

Section 1. Appointment of the Executive Director

The Board shall employ a salaried administrator who shall have the title of Executive Director and whose term of employment and conditions of employment shall be specified by the Board. The Executive Director shall be bonded.

Section 2. Authority and Responsibility

The Executive Director, as chief staff officer of the SPCB and of the Board, shall manage and direct all operational and administrative activities of the SPCB. These actions include but are not limited to the execution of contracts, employment of staff and consultants (except the auditor and legal counsel) management of office operations, development of certification information, liaison to other associations and other activities subject to policies of the Board. The Executive Director shall serve without vote as an ex-officio member of the Board of Directors. Unless otherwise specified in these Bylaws, the Executive Director shall serve as an ex- officio member of all Board and SPCB committees, councils and task forces.

Section 3. Removal

The Board, by a two-thirds majority vote of the entire board, may remove the Executive Director with or without cause.

Section 4. Execution of Contracts

The Officers of the Board of Directors may prospectively or retroactively authorize any Officer, employee, or agent, in the name of the SPCB, to enter into any contract or execute or satisfy any instrument, and any such authority may be general, confined to specific instances, or otherwise limited.

ARTICLE VII – FINANCE

Section 1. Fiscal Year

The fiscal year of the SPCB shall be the calendar year.

Section 2. Budget

Upon recommendation of the Finance Committee, the Board of Directors shall adopt an annual operating budget covering all activities of the SPCB.

Section 3. Audit

The accounts of the SPCB shall be audited at least once annually by a Certified Public Accountant who shall be retained by and provide a report to the Board of Directors.

 

ARTICLE VIII – COMMITTEES

Section 1. Standing Committees

The Board of Directors shall appoint Committee members and Chairs to the following Standing committees:

  1. Executive Committee
  2. Finance Committee
  3. Nominating Committee
  4. Professional Practice and Disciplinary Committee
  5. Examination Development Committee

Appointment of Chairperson for each Committee shall follow the policies and procedures outlined in Section 4.

Section 2. Executive Committee

The Executive Committee shall be composed of the President, Vice-President, and Secretary/Treasurer. The Executive Committee shall exercise all of the powers and authority of the Board in the management of the business and affairs of SPCB between Board meetings. The Executive Committee shall not have the authority to amend SPCB’s Bylaws or policies or to fill vacancies on the Board. The Executive Committee shall perform such other duties as may from time to time be delegated to it by the Board. All actions by the Executive Committee shall be reported at the next Board meeting, except as the Board may waive compliance with the requirement. The Board may reconsider any action by the Executive Committee, and my take action thereon, provided that no such reconsideration shall adversely affect the rights of third parties who have acted in reliance on action of the Executive Committee taken in accordance with the authority of these Bylaws. A majority of the voting members of the Executive Committee shall constitute a quorum of that committee.

Section 3. Finance Committee

Finance Committee shall be composed of the Secretary/Treasurer, who shall serve as Committee Chair, with two other Directors appointed annually by the President and confirmed by a majority vote of the entire Board.. The Finance committee will make recommendations on budget and financial matters to the Board. The Finance Committee will select a certified public accounting firm, review annual financial statements, and perform other financial related duties as requested from time to time by the Board.

Section 4. Nominating Committee

The Board shall develop policies and procedures for selecting candidates for SPCB Committees and Directors to the Board and for selecting Committee Chairs. The Nominating Committee shall be charged with implementing the nomination process as defined in the policies and procedures. The Chair of the Nominating Committee shall be a former member of the Board, with the exception of the initial Nominating Committee, which will be appointed by the Board.

Section 5. Professional Practice and Discipline

The Professional Practice and Disciplinary Committee is responsible for the overseeing and the adjudication of Standards of Professional Practice.

Section 6. Examination Development Committee

The Examination Development Committee is responsible for the development and ongoing maintenance of the certification examination(s) in compliance with generally accepted psychometric practices and national accreditation standards for certification programs.

Section 7. Other Committees, Task Forces, Councils and Working Groups

The Board may establish and dissolve other committees, task forces, councils or working groups as needed to accomplish the work of the certification program. Committees shall act with the authority granted to them by the Board in compliance with these Bylaws. The Committees shall be governed by the rules provided in the SPCB Policies and Procedures Manual except as specifically provided in these Bylaws.

Section 8. Creation and Dissolution of Committees

The Executive Director shall monitor the actions of all committees, task forces, councils or working groups and shall recommend to the Board on a regular basis the creation, dissolution and consolidation of these groups. The Board may at any time dissolve or restructure in any manner, any Committee, task force, council or working group other than a Board Committee, the Nominating Committee, or a committee established by the Board with the authority to oversee a certification program.

 

ARTICLE IX – AMENDMENTS TO BYLAWS

Amendments to adopt, amend, or repeal these Bylaws may be proposed by any Director. Amendments to, or a repeal of, these Bylaws shall be adopted by the Board after approval by a two-thirds affirmative vote of the entire Board at the annual business meeting or other meeting of the Board called for the purpose of Bylaw revision, provided: (i) written notice of proposed change has been sent to the Executive Director for receipt not less than 30 days prior to such meeting and (ii) the Executive Director has distributed the proposed changes to each director for receipt by not less than 15 days prior to the meeting at which the proposed changes are considered by the Board. Directors must be present to vote upon a proposed amendment to or repeal of these Bylaws.

ARTICLE X – INDEMNIFICATION

The Board shall indemnify all officers, directors, committee members, volunteers, employees, and agents acting on behalf of the SPCB to the full extent permitted by law and shall be entitled to purchase insurance for such indemnification to the full extent permitted as determined from time to time by the Board.

ARTICLE XI – DISSOLUTION

Upon the dissolution of the SPCB, the SPCB shall, after paying or making provisions for the payment of all liabilities, dispose of all assets of the corporation exclusively for the purposes of the SPCB in such a manner, or to such organizations, as shall at the time qualify as an exempt organization or organizations under the Internal Revenue Code, as the SPCB shall determine.

Approved – July, 2012 by The Specialty Pharmacy Certification Board™. Implemented – July, 2012. Amended June 18, 2013.