preamble article 1: name article 2: legal status article …€¦ · effective date: 24 may 2013...

Good Manufacturing Practice Training and Education Association, Inc. Bylaws Revision: 02 Effective Date: 24 May 2013 Supercedes: 01

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PREAMBLE

These bylaws are for the Good Manufacturing Practice Training and Education Association, Inc.,

under its articles of incorporation. These bylaws were adopted by the Board of Directors and

supersede all rules and bylaws heretofore existing to govern Good Manufacturing Practice Training

and Education Association, Inc.

ARTICLE 1: NAME

The name of this organization is Good Manufacturing Practice Training and Education Association,

Inc., hereinafter referred to as GMPTEA.

ARTICLE 2: LEGAL STATUS

GMPTEA is a not for profit organization, consisting of individuals who are interested in training in

the Life Science and other FDA Regulated Industries, as defined by Internal Revenue Code Section

501(c)(3), and as such is exempt from federal income taxation. GMPTEA is a non-discriminatory

organization, providing equal opportunity to any individual, regardless of creed, gender, nationality,

race, religion, or sexuality.

ARTICLE 3: MISSION

To provide coaching and mentoring opportunities to those individuals who are interested in training

in the Life Science and other FDA Regulated Industries in an effort to educate, collaborate and share

best practices as we develop and prepare the workforce of the future.

ARTICLE 4: PURPOSE

4.1 The purpose of the GMPTEA is to:

4.1.1 To provide coaching and mentoring opportunities to those individuals who are

interested in training in the Life Science and other FDA Regulated Industries in an

effort to educate, collaborate and share best practices as we develop and prepare the

workforce of the future.


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4.1.2 Solidify core competencies including knowledge, skills and abilities of trainers.

4.1.3 Encourage members with sharing of non-proprietary training programs, ideas and

delivery techniques.

4.1.4 Provide mentoring opportunities that partner experienced training professionals with

new members.

ARTICLE 5: MEMBERSHIP

5.1 Eligibility: The Board of Directors shall designate various categories of membership and

standards of eligibility for these categories. Specific categories, standards, and

responsibilities for each class or level of membership shall be set forth.

5.2 Participation and Membership: Participation and Membership in GMPTEA shall be

governed by Article 2 (LEGAL STATUS), above, with regard to non-discrimination.

5.3 Membership Candidates:

5.3.1 Any person seeking membership shall submit a formal application to the GMPTEA

by email to [email protected] for assessment of compliance with current Bylaws and

membership requirements prior to rendering a membership decision.

5.4 The organization shall have two membership categories with their attendant rights and

responsibilities. The two categories are active and inactive.

5.4.1 Active membership:

5.4.1.1 Open to those individuals who are interested in training in the Life Science

and other FDA Regulated Industries

5.4.2 Active Member Responsibilities:

5.4.2.1 Each Active Member retains one vote.

5.4.2.2 Active Members are responsible for exercising their vote in the election of

chapter officers, proposed changes to Chapter Bylaws, and other proposed

changes to the chapter.

5.4.2.3 Each Active Member may participate in GMPTEA business activities, in

addition to regular meetings (e.g. conference planning, chapter planning,


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Geographical Interest Groups (GIG), hosting meetings, serving on

committees, participating in the Linked In Discussion Group, etc.).

5.4.2.4 If elected to a chapter office, Active Members shall exercise the duties of that

office as outlined in these Bylaws.

5.4.2.5 To retain Active Member status, a member must participate in a minimum of

one GMPTEA sponsored activity within a 24 month period.

5.4.3 Inactive membership:

5.4.3.1 Active Members who do not participate in at least one GMPTEA sponsored

activity within 24 months will be changed to Inactive Member status and shall

relinquish their right to vote.

5.4.3.2 Individuals remaining Inactive Members for 24 months may be deleted from

the organization’s member database.

5.4.3.3 Inactive Members may be reinstated as Active Members upon completion and

submission of a new application and meeting the qualifying requirements

above.

5.5 Membership Confirmation: Eligibility of membership candidates is determined by the

Board of Directors, upon receipt of a membership application. The Board of Directors has

the authority to deem a candidate ineligible. Membership candidates must certify that

they’ve read and agree to abide by the organizations bylaws as a stipulation for membership.

5.6 Fees and Privileges: The Board of Directors has the authority to establish membership fees,

if necessary. A schedule of fees and privileges, if established, will be published annually to

the membership as an Appendix to these bylaws.

5.7 Voting: Immediately upon becoming an active member, each member is entitled to vote on

any matter set before the general membership.

5.8 Suspension or Expulsion: Upon a two-thirds majority vote of the Board of Directors, a

member may be suspended or expelled indefinitely from membership in the GMPTEA for

conduct grossly detrimental to the purposes of the GMPTEA, such as:

5.8.1 Selling from the podium,

5.8.2 Violating any service level agreements,

5.8.3 Conducting activities that can be considered offensive,

5.8.4 Unauthorized use of the GMPTEA brand, funds or intellectual property


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5.8.5 Or any conduct not in adherence with the Code of Conduct section of these by-laws,

in accordance with Article 17 and Appendix A

5.9 Quorum: A quorum for a meeting of the membership shall consist of a majority of those

members in good standing who are present and eligible to vote.

ARTICLE 6: BOARD OF DIRECTORS 6.1 The Board of Directors (known as the Board) shall oversee and conduct the business and

affairs of the GMPTEA. They may hold office, vote, and chair committees. A quorum shall

consist of a simple majority of current Board members.

6.1.1 Should the number of members drop below 7 the Chairman of the Board/CEO shall

appoint one or more persons to complete the Board. The appointee must be approved

by a majority of the Board. If not, another person shall be appointed for Board

consideration. The new Board member shall have the same voting privileges as all

other Board members.

6.1.2 Should the Chairman of the Board/CEO resign, the Chief Operating Officer shall

appoint one or more persons to complete the Board.

6.1.3 Future additions to the Board must ensure that the Board remains at an odd number of

members.

6.2 The Board of Directors shall remain in office for terms of three years, and retain oversight of

the organization until such time that any Board member resigns from the Board. Seats on

the Board will be re-elected by the GMPTEA active membership on a rotating basis of two

or three seats every three years. If any Director resigns, the Chairman can appoint an

interim Director for the remainder of the term.

6.3 The Board of Directors shall consist of the following:

6.3.1 Chairman of the Board/Chief Executive Officer (CEO)

6.3.2 Chief Operating Officer (COO)

6.3.3 Five Directors (may be so designated as Learning Officer, Compliance Officer,

Communications Officer, Secretariat, Officer at Large, Revenue Officer, etc.)

6.3.4 Advisory Directors (see Section 6.9, below).

6.4 Election Process for Board of Directors


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6.4.1 The Board of Directors shall determine the rotation of Director positions for election

in accordance with 6.2

6.4.2 Any member of the Board of Directors can nominate candidates for those positions

slated for election (2 each year and 3 in the 3rd). Positions may be filled by incumbents

or other candidates that have been reviewed for eligibility.

6.4.3 The Board of Directors will also post an open nomination period to the membership

at which time any member of the organization can submit a nomination.

6.4.4 Once both open nominations and Board nominations are received, all candidates will

be reviewed for eligibility.

6.4.5 The Board of Directors will vote first on the open positions, and propose their choice

for a slate of Directors, for ratification by the membership. The Board’s choice for the

proposed slate of Directors will be determined by simple majority vote. Any change in

an individual Director’s responsibility/title will be adjusted as well.

6.4.6 The names of the other eligible candidates will also be supplied to the membership,

along with the proposed slate. Membership will then vote to either ratify the Boards

proposed slate or veto the Board’s recommendation by voting for the other candidates

nominated. Election will be determined by simple majority of all the votes received.

6.4.7 The election period will be thirty (30) calendar days. All votes must be returned in

that time period. Ballots received after the election period will not be considered.

6.5 Responsibilities of the Board:

6.5.1 The Board of Directors is responsible for oversight of the entire organization in

accordance with their respective job descriptions per Appendix B.

6.5.1.1 Ensuring adherence to the bylaws and any organizational policies.

6.5.1.2 Day-to-day operation of the organization.

6.5.1.3 Ensuring all monies are used in an appropriate manner and all income and

expenditures are reported, within 90 days of occurrence.

6.5.1.4 Oversight of all funds, including all accounts receivable and accounts payable.

6.5.1.5 Ensuring all funds of the organization are held and retained in an organization

checking account in which the organization is named as the owner of the

account.


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6.5.1.5.1 Funds in excess of $2500 shall not be withdrawn from such

account except upon the joint signature of two Directors.

6.5.1.6 Signing checks and drafts of the organization, and subsequent reconciliation,

in accordance with the organization’s expense reimbursement policy

Appendix D.

6.5.1.7 Coordinating the bookkeeping and accounting, and the preparation and

submission of all tax documentation and filings by the organization’s

accountant.

6.5.1.8 Presenting a statement of the financial condition of the organization no less

than quarterly and at least biennial to the entire membership of the

organization.

6.5.1.9 Review submissions for approval for benchmarking activities and surveys, for

best practice implementation. Secures and maintains previous benchmarking

activities, surveys and results for the association.

6.5.2 Certain Directors shall be responsible for membership, archives, communication,

committees and supporting chapters.

6.6 Compensation: The Directors may receive nominal compensation for service performed, if

justified and deemed acceptable by a unanimous vote of the Board and if the treasury

contains the funds. Any compensation will be minimal and in line with customary business

practice (i.e. dinner during a working meeting, etc.)

6.7 Meetings: The Chairman of the Board/Chief Executive Officer shall determine the number

of Board meetings to be held in any given year. The Chairman of the Board may call special

meetings of the Board and set the time and place for said meetings.

6.8 Notice of Meetings: Directors shall be notified in advance of special meetings no less than

48 hours before said meeting.

6.9 Removal of a Director: The Board of Directors may propose the removal of a Director for

cause. The decision for removal shall be made by a majority vote. The Director shall be

entitled to 10 day’s notice of the Board’s intention to vote on the issue of removal. Notice

shall be deemed to have been given as of the date of mailing (postmark). The Director is

entitled to speak at that meeting. Failure to appear at that meeting constitutes resignation.


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6.9.1 Any Director(s) seeking to remove another Director shall submit the request in

writing to the CEO, with justification for cause.

6.9.2 The CEO, in conjunction with the Director charged with Compliance, will evaluate

the evidence, as well as confer with other board members as necessary. If sufficient

cause is determined, the identified Director will be given 10 days advance notice of a

meeting and given the opportunity to speak at the meeting. Failure to appear at that

meeting constitutes removal.

6.9.3 In the case where the removal of the CEO is sought, the request shall be filed with the

COO and evaluated with the Director charged with Compliance for sufficient cause.

6.9.4 In the case where removal of the Director charged with Compliance is sought, the

CEO and COO will evaluate to determine sufficient cause.

6.9.5 Directors may rotate responsibilities on the Board, as decided and mutually agreed to

by majority vote of the Board.

6.10 Advisory Directors: The Board may elect Advisory Directors. They shall be nominated on

the basis of particular knowledge and experience. Advisory Directors shall be appointed by

majority vote of the Board. An Advisory Director may be removed by a majority vote of the

Board, without prior notice. Advisory Directors shall receive notice of Board activities and

may attend meetings, but shall have no voting rights.

6.10.1 Removal of Advisory Directors will follow the same process as outlined for Directors

with the exception of prior notice, when just cause is determined OR by simple majority

of the Board of Directors in deciding the position is no longer required.

ARTICLE 7: CHAPTERS

7.1 Each potential chapter shall apply to the Board of Directors for approval to establish a

chapter.

7.2 Upon establishment, new chapters will adopt the GMP TEA, Inc. Bylaws. If existing

Chapters have their own Bylaws, then they must be updated and in compliance with the

GMP TEA Bylaws within 60 days of any revision and are subject to approval by the Board

of Directors.


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7.3 Within 30 days of a chapter meeting, a record of meeting attendees and minutes of the

chapter business meeting (including a current chapter financial report/accounting) must be

submitted to the Board of Directors.

ARTICLE 8: ELECTION AND TERMS OF CHAPTER OFFICERS

8.1 Each chapter shall elect chapter officers.

8.2 When the chapter is established, the size of the chapter will determine the officers that are

initially elected. Officers will include, at a minimum, a President, Secretary, and Treasurer.

As the chapter increases in size, additional officers may be elected as needed, such as Vice

President, Advisory Board member.

8.3 Officers shall serve for a term of two years and are eligible for re-election to office for up to

one additional consecutive term. Individual chapter Bylaws may stipulate a shorter term of

office, but may not exceed the 2-year limit. If the event that a chapter does not have an

adequate pool of candidates for leadership positions, or seeks to extend a term of office, they

may request a suspension of this rule from the GMPTEA Board of Directors. The Board

reserves the right to suspend this rule for the sustainability of the chapter/organization.

8.4 Any chapter member in good standing may be nominated for an office, provided said

member shall have participated actively in the GMPTEA.

8.5 Chapter Officers may be suspended or expelled indefinitely from GMPTEA membership per

the process and criteria defined in section 5.8, which, in the case of Chapter Officers will also

include failure to execute the duties of their positions

8.5.1. Removal of chapter officers will follow a similar process to that of 6.8, with the

chapter President presiding over the investigation along with one other officer.

8.5.2. In the case of the request to remove the chapter President, the request should be filed

with the GMPTEA Board of Directors, who will direct the investigation be conducted

with by the Director charged with chapter membership and the officer of the chapter

who has filed the removal request.

8.6 Duties of the Chapter Officers:

8.6.1 The President is responsible for:

8.6.1.1 Oversight of the Chapter and management of the Chapter business plan.


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8.6.1.2 Coordinating meeting locations and agenda.

8.6.1.3 Planning meeting dates, together with host.

8.6.1.4 Ensuring flow of the chapter meetings.

8.6.1.5 Appointing a replacement should a vacancy occur in an elected office, subject

to approval by other chapter officers and the Board of Directors.

8.6.1.6 As needed, appointing persons to perform specific functions for the Chapter,

and providing appointees with a guideline of duties and goals associated with

their function.

8.6.2 Vice President is responsible for:

8.6.2.1 Performing the duties of the President in the absence of the President.

8.6.2.2 Assuming Presidency in the event of a Presidential resignation or a status

change of membership.

8.6.3 Secretary is responsible for:

8.6.3.1 Recording business meeting minutes.

8.6.3.2 Maintaining correspondence pertaining to the activities of the chapter.

8.6.3.3 Ensuring membership reports, meeting attendance, updated chapter

membership profiles and business meeting minutes are forwarded to the Board

of Directors to comply with requirements.

8.6.4 Treasurer is responsible for:

8.6.4.1 Maintaining chapter finances, if applicable.

8.6.4.2 Reporting the chapter finances to the chapter members, as required.

8.6.4.3 Forwarding a copy of the chapter finances to the Board quarterly.

8.6.5 Advisory Board Members are elected officers who perform tasks in support of the

chapter as directed by the President. They are responsible for:

8.6.5.1 Supporting the Chapter Officers in the performance of their duties

8.6.5.2 Performing tasks as directed by the President

8.6.5.3 Standing in for other officers as necessary

8.6.5.4 Assisting in providing direction for the organization

8.6.5.5 Providing visible support at chapter meetings and other functions


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ARTICLE 9: MEETINGS

9.1 GMPTEA Inc. system wide events/meetings of the membership may be scheduled as

warranted.

9.1.1 The organization will hold a Biennial Conference.

9.1.1.1 A Biennial Conference Committee shall be established on a voluntary basis.

9.1.1.2 The Chairperson, committee and subcommittees will handle the details of this

conference, including site selection, contracts, agenda, presentations and other

details.

9.1.2 Costs associated with any association event/meeting will be contributed by one or

more sponsors, donations or through individual registration fees.

9.2 Chapter Events/Meetings:

9.2.1 Events/meetings shall be scheduled by the Chapter President.

9.2.2 Agenda for the meeting will be decided upon by the Chapter President.

9.2.2.1 Costs associated with any association event/meeting will be contributed by one or

more sponsors, donations or through individual registration fees.

9.2.3 Event/meeting dates and agenda shall be submitted to the Board of Directors at least

thirty days prior to the event/meeting.

9.2.4 Event/meeting agendas may include, but are not limited to, items related to the

purpose of this organization as identified in Article # 4, of these by-laws.

9.2.5 Non-members may be invited to speak on current and relevant industry topics in

which there is expressed interest by the membership and with prior approval by the

Board of Directors.

9.2.6 Time shall be allotted at each meeting for a Business Meeting. The Business Meeting

shall include updates on membership status, chapter financials, if applicable, minutes

of the prior meeting, event planning and any open or new item proposed by the

Chapter Membership.

9.3 Disclaimers

9.3.1 GMPTEA, Inc. is not responsible for photographs and or digital media taken by

unauthorized individuals. GMPTEA, Inc. reserves the right to photograph or record

events and meetings for historical purposes.


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9.3.2 Photographs and any digital media used in any GMPTEA, Inc. communications will

not contain captions with names of individuals.

9.3.3 All authorized photographs and digital media remain the sole property of GMPTEA,

Inc.

ARTICLE 10: FISCAL GOVERNANCE

10.1 The fiscal year begins January 1st each year and ends December 31st of that same year.

10.2 All financial transactions shall be carried out as referenced in Article 6, Section 6.5 and

reported in accordance with the organization’s Expense Reimbursement Procedure

(Appendix D).

10.3 Procedures for banking and disbursement of funds from the general funds of the

organization, including chapter funds, shall be determined by the Board of Directors. All of

the funds of GMPTEA, Inc., shall be deposited to the credit of GMPTEA, Inc., in financial

institution(s) or such depositories as the Treasurer may select, with Board approval.

Responsibility for the investment of surplus and collateral assets is vested with the Board of

Directors, unless it chooses to delegate the authority.

10.4 In the event of dissolution of the organization, after all debts are satisfied, all monies shall be

awarded to such other organization or organizations operated exclusively for charitable,

educational, or cultural purposes as shall at such time qualify as an exempt organization

under the provisions of Section 501(c)(3) of the Internal Revenue code.

ARTICLE 11: RULES AND GUIDELINES

11.1 Changes to rules, regulations and resolutions contained in the GMP TEA, Inc. organizational

Bylaws may be proposed by any voting member.

11.2 Requests for changes must be submitted in writing to the Board of Directors.

11.3 Prior to adoption, changes shall be reviewed and voted upon by the Board of Directors.

11.4 The Board of Directors, by affirmative vote of a quorum, may alter, amend, or repeal any

portion of these bylaws. Every amendment shall include a date of effectiveness.


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11.5 Changes to the organizational bylaws must be approved by a majority vote of the Board of

Directors.

11.6 Organizational bylaws will be updated to reflect any substantive change to the structure or

function of the organization.

ARTICLE 12: PARLIAMENTARY AUTHORITY

Roberts Rules of Order shall be the parliamentary authority for all matters of procedure not

specifically covered by the bylaws or by special rules of procedure by the Directors.

ARTICLE 13: BENCHMARKING AND SURVEYS

13.1 All proposals for Benchmarking activities and surveys shall be initiated by Active Members.

13.3 Submission of proposals must be sent to the Board of Directors via [email protected] for

initial approval.

13.4 Final approval will be reserved for the Board of Directors based upon benefit to the

organization.

13.5 Approved surveys will be circulated to the Active members by the Board of Directors.

13.6 Results from the completed Benchmarking and surveys shall be published to only Active

Members of the organization.

13.7 The results of the Benchmarking and surveys become the sole property of the GMP TEA.

13.8 Reuse or distribution of benchmarking or surveys, without prior approval from the Board of

Directors, shall be cause for immediate revocation of membership.

13.9 All benchmarking and survey results will be retained by the organization.

ARTICLE 14: RECORDS RETENTION

14.1 All records for the organization shall be inventoried and kept by the Board of Directors or

their designee.

14.2 Paperless technologies may be employed for storage.


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14.3 All benchmarking activities, surveys, and results shall be maintained for a minimum of five

years.

14.4 All money accountability (bills, receipts, credits, etc) from meetings and conferences and

purchases for the organization shall be maintained for ten years.

14.5 All records mentioned herein shall be made readily available to the Board of Directors, upon

request.

ARTICLE 15: COMMITTEES

15.1 The Board of Directors, at its discretion, may create committees for the accomplishment of

specific purposes. Such committees may have oversight by Board members.

15.2 Each committee shall serve at the discretion of the Board of Directors. Any power and

authority delegated to a committee may be dissolved by the delegator or upon a majority vote

of the Board of Directors.

15.3 All intellectual property including, but not limited to, PowerPoint presentations, training

guides, etc., created by these committees is the sole property of GMPTEA, Inc.

15.4 Reuse or distribution of intellectual property created by any GMP TEA committee, without

prior approval from the Board of Directors, shall be cause for immediate revocation of

membership.

ARTICLE 16: DISSOLUTION

The Board of Directors, by unanimous decision, for any reason, may conclude that GMP TEA, Inc.,

should be dissolved, and may so order. If so ordered, the organization shall be dissolved in

accordance with federal and Pennsylvania law.


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ARTICLE 17: CODE OF CONDUCT

17.1 Adherence to ethical standards is a key criterion in earning and preserving the trust placed in

the members and officers of the association and is a requirement for all members as part of

compliance with these bylaws. It is incumbent upon all members of the organization to:

17.1.1 Maintain a high level of personal integrity and abide by the policies set forth in the

appendices of these bylaws, which detail specific expectations of professional

conduct.

17.1.2 Act always in a manner that does not negatively impact the organization’s ability to

conduct business, secure locations for meetings, or attract and retain membership.

17.1.3 Protect confidential information, including all information regarding fellow

GMPTEA members.

17.1.4 Report findings of misconduct accurately and honestly and make recommendations

impartially.

17.1.5 Understand, promote, and implement the laws, regulations, guidelines, and standards,

as applicable.

17.1.6 Uphold this Code of Conduct in the delegation of duties and participation in the

ongoing business of the Association.

17.1.7 Failure to comply with the Code of Conduct will result in membership revocation as

outlined in Article 5, Section 5.8 of these bylaws

END OF BYLAWS


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Appendices

Appendix A Code of Conduct Ethical Code for GMPTEA. Inc. Members Ethical Code for GMPTEA Inc. Board of Directors

Appendix B: GMPTEA, Inc. Board of Directors Job Descriptions Appendix C: GMPTEA, Inc. Vendor/Consultant Membership Policy Appendix D: GMPTEA, Inc., Expense Reimbursement Procedure Appendix E: Forms

Expense Reimbursement Form


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Appendix A

Ethical Code for GMPTEA, Inc.'s Members

General 1. The betterment of the membership of the organization must be priority, during all discussions

and voting matters. 2. Members will act courteously and respectfully during all business meetings of the GMPTEA,

Inc., which include any on-line webinars, GIG meetings, and the LinkedIn discussion group. Title VII of the Civil Rights Act of 1964 prohibits discrimination on the basis of race, color, sex, age, or national origin. Harassment of any kind is included among the prohibitions. It is GMPTEA, Inc.’s. policy to promote an association free from any form of harassment. Each active member has the right to meet in a professional atmosphere which promotes equal opportunities and prohibits discriminatory practices, including sexual harassment. At GMPTEA, Inc., harassment, whether verbal, physical, or environmental, is unacceptable and will not be tolerated.

3. GMP TEA, Inc. will not tolerate, condone, or allow any form of harassment, whether engaged in by fellow members, Chapter Leadership, Board Members, or by outside clients, vendors, consultants, recruiters or other non-members who conduct business with GMPTEA, Inc. Members are encouraged to report any incidents of harassment regardless of who the offender may be.

4. Members will not use the LinkedIn discussion group for self-promotion or publication/linkage to any content that may be considered offensive or not directly related to the interests/objectives of the organization.

5. It is the responsibility of all members to abide by and recommend changes to the organization’s policies, standards, and practices, when warranted.

6. Members should declare and conflict of interest, be it real, potential, or apparent, which is not immediately obvious with regard to any matter being discussed or at-large and refrain from voting on issues where they may be a conflict.

Information 7. Members will not knowingly use the membership list for any other purposes than networking

and must respect the privacy of each member. The membership list should not be shared with anyone other than GMPTEA, Inc. members.

8. Members will protect the organizations information closely and will not release or share confidential information without the permission, preferably in writing, of the person who provided it.

Resources 9. Members will be reimbursed for legitimate expenses incurred for the sake of the organization

if such expenses are approved in advance by Board or Chapter officers. All expenses will be submitted per the expense reimbursement policy.

Enforcement 10. The CEO is ultimately responsible for immediate interpretation, application and enforcement

of the code of ethics policy. All complaints concerning a possible code of ethics violation shall be made in writing to or by the CEO, through Chapter Officers, with a copy provided to the complainant and follow the same process as outlined in Article 6, Section 6.9 or Article


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8, Section 8.5 of the bylaws as it applies to either Board or Chapter Officers, but in this case applied to the member.

Delegation and Penalties 11. Penalties imposed for breach of the code of ethics may include, but are not limited to, the

following: • Excluding the member from portions of all future meetings and discussions which relate

to a stated conflict of interest. • Removal of the member from the organization’s membership.


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Code of Conduct for GMPTEA, Inc.'s Board of Directors and Chapter Officers

Statement of Commitment In establishing policy for and on behalf of GMPTEA, Inc.'s members, the Board member/Chapter officer is a custodian in trust of the assets of the society/association. The members recognize the need for competent and committed elected officials to serve their organization and have put their trust in the sincerity and abilities of these elected officers. In return, the members deserve utmost effort, dedication, and support.”

Board member(s)/Chapter officers(s) of GMPTEA, Inc. commit to observe a high standard of ethics and conduct and devote best efforts, skills, and resources in the interest of the organization and its members.

Ethical Guidelines This code of conduct generally applies to both the Board of Directors of the organization and the organization’s Chapter officers.

General 1. The betterment of the membership of the organization must be priority, during all discussions

and voting matters. 2. It is the responsibility of the Board of Directors to improve the organization’s policies,

standards, and practices. 3. Board members will not abuse position by suggesting to any organization member that they

are entitled to or expect any special treatment beyond regular members of the organization. 4. Board members/Chapter officers will declare any conflict of interest, be it real, potential, or

apparent, which is not immediately obvious with regard to any matter being discussed or at-large.

5. If the board decides at any time during a meeting, that a member has a conflict, the member will accept their request to refrain from participating in the discussion and will leave the meeting. The Board’s decision will be recorded in the minutes, either with or without the reasons for the decision being also recorded

6. The following activities are considered by the organization to be conflicts of interest. Conflicts of interest are not limited to the following situations: • where a director makes a decision or does an act motivated by other or additional

considerations other than “the best interests of the organization”. • where a director personally contracts with the organization or where he/she is a director

of other organizations which are contracting with this organization • where a director learns of an opportunity for profit which may be valuable to him/her

personally or to another organization of which he/she is a member, or to other persons known to the director

• where a director, in any circumstance as related to the organization, puts his/her personal interests ahead of the best interests of the organization


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Information

6. Board members will not knowingly take advantage of or benefit from information that is obtained in the course of official duties and responsibilities.

7. Will be alert to information which the organization can use to develop improved policies and strategies

8. Will protect the organizations information closely and will not release or share confidential information without the permission, preferably in writing, of the person who provided it

9. Will maintain confidentiality of all information which the board deems ought to be kept confidential.

Resources 11. Board members will be mindful of resources which are in trust, on behalf of the organization,

and will help establish policies which ensure the maximization of secure and protected resources

12. Will be reimbursed for legitimate expenses incurred for the sake of the organization. All such expenses must be reasonable and justifiable. Board members discuss expenses which may be in question with the organization’s CEO in advance. All expenses will be submitted per the expense reimbursement policy.

Gifts and Hospitality 13. Gifts, favors, or benefits on a personal basis shall not be accepted, regardless of any

association with the GMPTEA, Inc., unless given as part of normal business practice, and are of nominal value. Such offers may be an effort to secure advantage and will be rejected on the basis that it is against the organization’s policy to accept gifts from business contacts.

Representing the Organization Board members/Chapter officers, represent the organization informally and formally to other associations, societies, government officials, and business representatives. Interpretation 14. The CEO of the organization, with consultation from the Compliance Director, shall ensure

that the practice of this policy will be fair, just, and equitable in all situations of interpretation and application.

Enforcement 12. The CEO is ultimately responsible for immediate interpretation, application and enforcement

of the board members’ code of ethics policy. All complaints concerning a possible code of ethics violation shall be made in writing to or by the CEO with a copy provided to the complainant and follow the process as outlined in Article 6, Section 6.9 of the bylaws.

Delegation and Penalties 13. Should the CEO be the subject of a written complaint, the Chief Operating Officer (COO)

shall perform the duties normally assigned to the CEO in this matter. 14. Penalties imposed for breach of the code of ethics may include, but are not limited to, the

following: • Excluding the director from portions of all future meetings and discussions which relate

to the stated conflict of interest, and/or • Censure of the director, in private, in public, or both, and/or • Removal of the director from office by a resolution passed by a vote of two-thirds of the

members voting at an annual or special general meeting of the organization’s members, provided that notice of such a proposed resolution is given with the notice calling the meeting.


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Appendix B

Position Descriptions and Responsibilities: GMPTEA Board of Directors

CHIEF EXECUTIVE OFFICER (CEO) • Acts as lead communicator and strategist for the organization, leader, and manager. Responsible for

communication the vision and business strategies/decisions externally. Designs and develops organizational initiatives

• Works with Board members to develop meeting agendas and strategic direction • In conjunction with the COO, responsible for financial planning, record-keeping, and financial

reporting to the Board of Directors and membership. • Presides over the organization's day-to-day operations. • Responsible for developing and preserving organizational stability through the development of Board

recruiting and succession planning strategies, and the management of corporate assets. • Presides over the Board in developing annual operating budgets and operating policies that support

the organizations strategies and objectives. • Along with the COO, acts as the custodian of records for the organization, ensuring records are

maintained as required by law, and made available when required by authorized persons. These records may include founding documents, (e.g. letters, articles of incorporation, membership lists, etc.), lists of directors, board and committee meeting minutes, financial reports, and other official records.

• Responsible for filing necessary documentation (registration, tax reporting, etc.)to preserve the not-for–profit standing of the association, in accordance with all applicable laws and regulations pertaining to incorporation.

Experience:

• An active member of GMP TEA for at least ten years • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred). CHIEF OPERATING OFFICER (COO)

• Leads the operational and administrative areas of the corporation. • Responsible for managing finances, operations, and business processes. • Responsible for ensuring that official records are maintained of members of the organization and

Board. He/She ensures that these records are available when required for reports, elections, referenda, audit, etc.

• Along with the CEO, acts as the custodian of records of the organization, ensuring records are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (e.g. letters, articles of incorporation, membership lists, etc.), lists of directors, board and committee meeting minutes, financial reports, and other official records.

• Participates in the development of the organizations' strategic plan. • Responsible, along with CEO, for all financial management and reporting. • Manages conference contract negotiations, resolving contractual issues, and developing pricing and

proposal strategies that align with O&E budgets. • Responsible for overseeing design and execution of all conference related activities


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Experience: • An active member of GMP TEA for at least ten years • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred). CHIEF LEARNING OFFICER (CLO)

• Responsible for overall Chapter launch and support • Responsible for ensuring presenters for organization activities, such as Biennial Conference • Responsible for coaching and mentoring activities for membership and leadership • Provides leadership, direction and networking assistance with launching new chapters and/or

rejuvenating defunct chapters. • Designated point person for Chapter Officers and liaison with Board of Directors, on their behalf. • Mentors chapter officers through election process when terms expire. • Provides sourcing assistance for speakers and/or agenda topics when requested. • Serves as Chair for Members Presenters for Biennial Conferences. • Manages the LinkedIn Discussion Groups for appropriate content and arranges for members to meet

privately on focused topics when needed. • Actively participates in posted discussions to mentor, share, and/or facilitate discussions further. • Actively recruits industry peers to join GMPTEA, Inc. and the LinkedIn Discussion Group. Experience: • An active member of GMP TEA for at least ten years • Served on the GMPTEA Board as Acting Director or Operational Position • Experienced in vetting conference proposals and concurrent speakers. (preferred)

CHIEF COMPLIANCE OFFICER (CCO)

• Responsible for overseeing and managing compliance within the organization, ensuring that the officers of the organization and chapters comply with any and all regulatory requirements and internal policies and procedures

• The Chief Compliance Officer (CCO) is the architect & steward of enterprise compliance strategy, structure and processes, and informs the Board of Directors about important issues and material violations.

• Responsible for the ongoing maintenance and annual review of the organizational bylaws, policies, and procedures.

• Provides guidance to the Board of Directors on compliance and interpretation with regard to the organizational bylaws, policies, and procedures.

• Acts as the parliamentarian for organizational meetings and interprets process following Roberts Rules of Orders.

• Independently investigates and acts on matters related to compliance, including the flexibility to design and coordinate internal investigations (e.g., responding to reports of problems or suspected violations) and the recommendation of corrective actions

Experience: • An active member of GMP TEA for at least ten years • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred).


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BOARD SECRETARY

• The Secretary is accountable to the entire Board of Directors. Through the Board of Directors, certain duties of the Secretary may be delegated to the Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.

• The Secretary is responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board's business was conducted.

• The Board Secretary fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws. The Secretary participates in Board meetings as a voting member

• The Secretary is responsible for ensuring that accurate minutes of Board meetings are taken and approved. Requirements of minutes may vary but should include at a minimum date, time, location of meeting; list of those present and absent; list of items discussed; list of reports presented; text of motions presented and description of their disposition.

• The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.

• The Secretary ensures that proper notification is given of directors and members' meetings as specified in the bylaws. The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others.

• The Secretary provides items for the agenda as appropriate. In the absence of the CEO or COO, the Secretary calls the meeting to order, presiding until a temporary chairperson is elected.

• The Secretary may be designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents. In this capacity, the Secretary may be authorized or required to sign or countersign checks, correspondence, applications, reports, contracts or other documents on behalf of organization.

Experience: • An active member of GMP TEA for at least five years • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred). DIRECTOR OF COMMUNICATIONS

• Responsible for all outgoing electronic communications to the GMP TEA membership including but not limited to:

o Emailing periodic organizational updates, conference updates, chapter meeting notifications announcements, including agendas and/or other attachments as requested by Board of Directors, Conference Chairs, and/or Chapter Officers.

o Maintaining accurate email list(s) for the distribution of newsflashes, mass email updates, newsletters and other pertinent information.

• In collaboration with the COO, Providing follow up inquiries into email addresses that bounce back. o If member can be found in the linked in discussion group, inform member that they are

entitled to stay with GMP TEA as a member as long as they provide an alternate email address by which they can remain current with GMP TEA events.

o If alternate email address is not provided within 30 days and Member is listed within the linked group directory, contact CLO and request Member to be removed, as they are no longer Active members.

• Uploading new members’ contact information into email lists in a timely manner (within a week) upon receiving information from Chief Operations Officer, in order to ensure that new members are informed of updates at the same time as established members.


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• Sending a welcome mailing list confirmation email to new members requesting that they mark the

designated email address as safe sender to prevent future bounce backs. • Managing the GMP TEA, Inc. website. • Producing the organization’s newsletter at least twice a year, soliciting contributions from the Board

of Directors, Chapter Officers, Conference Chairs or other contributors, as appropriate

Experience: • An active member of GMP TEA for five years • Excellent writing, email, and general communication skills that ensure messages need to be

understood by Members the first time they are read. • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred). DIRECTOR OF REVENUE/VENDOR RELATIONS

• Provides Executive Board with strategy and execution ideas for new revenue to offset annual operating expenses.

• Responsible for donation and fundraising activities compliant with all applicable Federal, State and Local regulations.

• Responsible for Vendor/Consultant relations in securing requests to speak or sponsor chapter, or conference activities. This Director must assure compliance with applicable rules governing vendor responsibilities (i.e. refraining from selling services/goods from the podium, misuse of member lists, etc.)

Experience: • An active member of GMP TEA for 5 years • Past position of leadership within a GMPTEA Chapter, or service in an advisory capacity to the

Board of Directors (preferred).


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Appendix C

Vendor/Consultant Membership Policy

To continue to operate as a Life Science Organization as described by the organizations chartering documents, the GMP TEA, Inc. will limit Vendor/Consultant participation to no more than 10 % of the total GMP TEA, Inc. total Active Population.

Vendor/Consultant Participation GMPTEA, Inc. welcomes vendor and consultant participation. With the continued fast pace change and growth in technology and compliance environments, GxP vendor and consulting leaders often provide or can recruit new membership and share best practices. Vendor membership is individual only.

Additional Guidelines for Vendors and Consultants: Senior Consultant and Vendor sales personnel may join GMPTEA, Inc. if their experience and thought leadership adds value to the learning and professional development goals of the Association. Applications will be approved on a case by case basis by the Board of Directors. Recruiters are not-eligible for membership but may from time-to-time sponsor events, websites, activities and research.

Vendors and Consultants, recognized as members of the organization, will adhere to all applicable rules and abide by the same Code of Conduct. Due to the specific nature of their work they are additionally required to abide by this policy and certify as such upon completing the membership application.

Marketing Vendors and Consultant members are strictly prohibited from actively marketing their services while participating in GMPTEA, Inc. activities, unless they sponsor the event or sub-activities. In such cases, marketing efforts will be limited to a brief presentation to the group, collateral materials and signage. This includes the online media devices and tools, such as LinkedIn groups and Association WebTools used by the organization.

Specifically prohibited are: • Selling from the podium. • Violating any service level agreements. • Conducting activities that can be considered offensive. • Unauthorized use of the GMPTEA, Inc. brand, funds or intellectual property. • Misuse of the GMPTEA, Inc. membership list. GMPTEA, Inc. respects the privacy of the

membership and may furnish this list for networking purposes only. This list will not be used to direct market. Marketing may be accomplished as provide in this policy and through establishment of links on the website.

Sponsorship Vendors, consultants and recruiters may find sponsorship of GMPTEA, Inc. events, programs, websites and research enables them to increase exposure to the network of companies that represent the Life Science industry. Sponsorship can come in many forms and can be discussed with any Board member.


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Active Membership

GMP TEA Active members are encouraged to reach out to members in the Vendor, Consultant and Recruiter categories to learn about their services as appropriate. If an Active member opts out from receiving additional literature or communications from a Vendor and Consultant, then this should be exercised quickly. If GMPTEA leadership becomes aware of situations that disregard this rule, the membership status of said Vendor and Consultant may be discontinued.

When GMP TEA, Inc. active membership category is at or below 10%, membership will be closed to vendors and consultants until the ratio is re-established. Then vendors and consultants will be accepted on a first-come-first-served basis.


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Appendix D

GMPTEA, Inc. Expense Reimbursement Procedure Purpose The purpose of the Expense Reimbursement Policy is to protect this tax-exempt organization's (GMPTEA, Inc.) non-profit status by providing operating procedures for reimbursement of valid corporate business expenses. This policy addresses payment request, advance payment requests, reimbursement and travel advance request, by active members to ensure financial controls and appropriate approvals are in place. All organizational expenses will follow these procedures. This policy is intended to supplement but not replace any applicable state and federal laws governing nonprofit and charitable organizations. Definitions and Process

1. Expense: Any payable item directly related to and caused by operational activities of the Organization. Expenses must be directly or indirectly related to the mission of the GMP TEA, Inc.

2. Active Leadership: acting on behalf of the Organization and executing Organization business may submit advance payment requests, expense reimbursement request, or travel advance request.

3. Request Type: a) Expense Reimbursement Request is submitted after a pre-approved Organization expense

has been paid by a member of the leadership team. Whether the member of the leadership team chooses to donate the expense amount or not, an Expense Reimbursement Request Form will be submitted for all valid Organization expenses.

b) Travel Advance Request is submitted only when pre-approved Organization related travel is authorized and individual funds are not available to pre-fund the travel expense. All travel related receipts must be received within 30 business days of trip completion.

4. Authorization: All Organization related expenses are authorized either by the annual budget processor, CEO or by the Board of Directors. Only the CEO and COO of the Organization may authorize payments.

5. Timing: Expenses must be turned into the COO for reimbursement no later than 30 days from expenditure date except at year-end when all late December expenses must be submitted by January 15th for inclusion in the succeeding year’s budget. This ensures sufficient timing to close Organization financial books for State and Federal regulatory reporting and audit requirements. Valid Organization expenses submitted after the above dates may not be reimbursed.


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Appendix E Forms

GMP TEA, Inc. Expense Reimbursement Policy Form

Please attach original receipts and submit form within 30 days of expense and prior to January 15 of succeeding year. Check one to elect to make this expense a contribution/donation to GMP TEA, Inc.

I would like to contribute to GMP TEA, Inc.

I would like to contribute the total amount to GMPTEA, Inc. Note: An acknowledgement letter will be sent if your donation is over $250. Please print form, sign, date and scan to [email protected]. Member Signature: _____________________________________ Date: __________ Approved by: _________________________________________ Date: __________ Officer Title: __________________________________

Member Name:

Reimbursement #: _______

Member Address:

City:

State:

Zip:

Please make check pay able to:

Date of Expense

Explanation of Expense Receipt Attached

Project or Activity Amount

Y N

Y N

Y N

Y N

Y N

Y N

Subtotal

Advanced payment to Expenses

Expenses Less Payments

Total Reimbursement Due:

preamble article 1: name article 2: legal status article …€¦ · effective date: 24 may 2013...

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