Changes to WSPA’s Bylaws under Option 1 and 2 (in Red)
Changes recommended: None.
Justification: The WSPA’s Bylaws authorizes the Board of Directors to establish standing or temporary committees. Current standing or temporary committees are listed in WSPA’s Governance Policy.
ARTICLE IV
BOARD OF DIRECTORS
Section 18. Committees of the Board of Directors.
(b) Other Committees. The Board of Directors may appoint, from time and time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. The expectations and authority of each board committee shall be explicitly stated in the resolution establishing such committee, and shall be documented in the Board of Directors governing policies manual. No such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Association; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the Association other than in the ordinary course of business; authorizing the voluntary dissolution of the Association or adopting a plan for the distribution of the assets of the Association; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, or any responsibility imposed by law.
Changes to WSPA’s Governance Policyunder Option 1 and 2 (in Red)
- Changes recommended: WSPA staff recommends (1) clarifying the role of the Legislative and Regulatory Policy Committee.
Justification: The Legislative and Regulatory Policy Committee exists as a board committee in the Governance Policy. WSPA staff recommends clarifying the Board of Directors’ rolein approving legislative, regulatory, and public policy priorities. In addition, WSPA staff recommends explicitly stating that the Board of Directors appoints the Legislative and Regulatory Policy Committee’s members and co-chairs.
- Changes recommended: WSPA staff recommends adding PHARMPPAC as a board committee.
Justification: The Board of Directors’ explicit support for PHARMPAC is essential in enhancing WSPA’s political presence.
POLICY 4.10 POLICY TITLE: BOARD COMMITTEE STRUCTURE
A committee is a board committee only if its existence and charge come from the board, regardless of whether board members sit on the committee. The only board committees are those which are set forth in this policy. Unless otherwise stated, a committee ceases to exist as soon as its task is complete. The CEO or his/her designate will serve as a non-voting member of each committee.
1. Nominating Committee*
- Product: Assurance of election procedures per the by-laws. Assurance of a slate of candidates that assures diversity based primarily on practice setting as well as maintaining regional representation, and other aspects of diversity.
- Composition: Chair – Immediate Past-President
2. Board Member Development Committee
- Product: Provides training to incoming Board members in Policy Governance in general, and our Policies and Bylaws in particular, in order to expedite and enhance the new Board members effectiveness.
B.Composition: Chair- To be appointed
3.Audit Committee
- Product: To select and work with Auditor when directed to do so by the Board. To review the Compensation Monitoring Report and review the CEO’s compensation package, and to review the compensation and benefits package for the staff every two years (odd numbered years).
- Composition: Chair – Secretary/Treasurer
4.Awards Committee
- Product: Makes recommendations and selection of award recipients.
- Composition: Chair –To be Appointed
5. Legislative and Regulatory Policy Committee
A.Product: To formulate legislative agendas and address regulatory policy prioritiesissues,and present recommendations to the Board of Directors for final approval.
- Composition: Committee Membership and Co-Chairs –To be Appointed
by the Board of Directors
6. PHARMPAC
A.Product: To present recommendations for political engagement to the Board of Directors for final approval, and engage members to contribute to candidates for public elected office and political issues affecting the pharmacy profession.
B.Composition: Committee Membership and Chair—To Be Appointed by
the Board of Directors
*Bylaws mandated
Issues to Consider in WSPA’s Governance Policy under Option 1 and 2
Addendum
Legislative Issues
All legislative lobbying for the WSPA is conducted by a paid lobbyist and volunteer pharmacist members of the association. Legislative positions are discussed and formulated at meetings of the Board of Directors. The WSPA recognizes that an Academy may want to take a position on legislation in opposition to the WSPA Board’s position. Every effort will be made to achieve consensus because a division of the position within pharmacy usually results in the inability to get that issue enacted or blocked. The possibility for WSPA to take no position as a way of accommodating disagreement will also be explored. If neither consensus nor adopting no position can be achieved, the WSPA will allow any Academy to take a different position, but to only speak on behalf of that Academy, not on behalf the Washington State Pharmacy Association.
Question: Should the WSPA allow an Academy to take a different position on a legislative or regulatory issue in a newly reconfigured Legislative and Regulatory Policy Committee structure?
Question: Is consensus or a majority of the Board of Director needed to adopt a WSPA position? (Article IV, Section 14 of WSPA’s Bylaws: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of the Association require the act of a greater number).
Question: If there is a disagreement on a specific legislative or regulatory issue, what position does the WSPA take?
Addendum
Policy Development
Policy is normally developed by task forces, committees or academies as recommendations to the WSPA Board of Directors for approval. To assure that policy is developed with the input of the entire profession, policy-recommending bodies should include members from any Academies of the association. In this way policy positions are developed to include the concerns of all aspects of the profession. Some policy arenas are only of interest to a segment of the pharmacy practice community, such as health system pharmacy, long term care, owner, etc, etc. Each Academy has a Leadership Committee that can develop policy or appoint a committee to develop a policy position. Policy positions developed in this manner would be approved by the Academy Leadership Committee as guidance for that Academy. The Academy may feel that the policy should be approved by the WSPA Board. The policy would then be presented to the WSPA Board by the Academy Chair. If the Board approves, the policy would then guide the Washington State Pharmacy Association’s decisions and actions on this issue.
Question: Does this section of the Governance Policy applies to WSPA operational policies, public policy development (e.g., legislative, regulatory), or both?
Question: If this section of the Governance Policy applies to public policy, can an Academy bypass the Legislative and Regulatory Policy Committee?
Issues to Consider in WSPA’s Bylaws and Governance Policy under Option 3
- Question: Is LRAC a committee under WSPA? If it is, what type of committee is it (e.g., Board Committee)?
- Question: Should the WSPA change theexisting LRAC Bylawsto be consistent with the WSPA’s Bylaws and Governance Policy?
- Question: What happens if the LRAC Steering Committee takes a position contrary to the WSPA’s Board of Directors? At this point, the lobbyist is now an employee of WSPA?
- Should LRAC’s Steering Committee be expanded to include WSPA representation?
- Other issues.
LRAC Bylaws / WSPA Bylaws & Governance Policy
GovernanceAuthority / LRAC’s Bylaws states that “the governance of all the affairs and interests of LRAC shall be vested in the steering committee.” / WSPA’s Bylaws (Article IV, Section 1) state that “the governance of all the affairs, property, and interests of the Association shall be vested in the Board of Directors.”
WSPA’s Governance Policy (Addendum, Legislative Issues) states that “all legislative lobbying for the WSPA is conducted by a paid lobbyist and volunteer pharmacist members of the association. Legislative positions are discussed and formulated at meetings of the Board of Directors.”
WSPA’s Governance Policy (Policy 4.7 (2)) states that the “board committees may not speak or act for the board except when formally given such authority for specific and time-limited purposes.”
Committee Membership / The Steering Committee consists of seven (7) voting members:
The WSPA is a nonvoting member of LRAC’s Steering Committee. / WSPA’s Bylaws (Article IV, Section 18b) authorizes the Board of Directors to establish temporary or standing board committees. The WSPA’s Governance Policy requires at least two (2) Directors to serve on board committees.
Revocation of Committee Membership / LRAC’s Bylaws authorizes the committee to revoke or suspend members.
“If a member falls to conform to the above mandate, they have 120 days to correct or risk suspension or revocation of their steering committee membership. This action shall be taken by the steering committee by simple majority.” / WSPA’s Bylaws refer to removal of Board of Directors.
WSPA’s Governance Policy is silent on suspension or revocation of members.
Committee Terms / The steering committee members shall serve a six (6) year term and may be re-elected once for a maximum service of twelve (12) years. / WSPA’s terms are generally 3 years for Board of Directors with the exception of Student Directors.
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