(aa) The undersigned, whose names and post office addresses are set forth at the end of this document, each being at least 18 years of age, do hearby form a corporation under the general laws of the District of Columbia.
(a) This corporation shall be known as WASHINGTON METROPOLITAN SOCIETY of HEALTH-SYSTEM PHARMACISTS, Inc. (WMSHP) hereinafter referred to as WMSHP. The purposes for which WMSHP is formed are as follows:
1. To advance public health by promoting the professional interests of pharmacists practicing in hospitals and other organized health care settings through:
a. Fostering pharmaceutical services aimed at drug-use control and rational drug therapy.
b. Developing professional standards for pharmaceutical services.
c. Fostering an adequate supply of well-trained, competent pharmacists and associated personnel.
d. Developing and conducting programs for maintaining and improving the competence of pharmacists and associated
personnel.
e. Disseminating information about pharmaceutical services and rational drug use.
f. Improving communication among pharmacists, other members of the health-care industry, and the public.
g. Promoting research in the health and pharmaceutical sciences and in pharmaceutical services.
h. Promoting the economic welfare of pharmacists and associated personnel.

2. To foster rational drug use in the society such as through advocating appropriate public policies toward that end.

3. To pursue any other lawful activity that may be authorized by WMSHP’s Board of Directors.

(b) The post office address of the principal office of WMSHP is 11160 Veirs Mill Road, Suite L15-332 Wheaton, MD 20902
(c) WMSHP shall be a not-for-profit corporation and shall not be authorized to issue capital stock. No part of the net earnings of WMSHP, current or accumulated, shall inure to the benefit of any private individual, nor shall WMSHP be operated for the primary purpose of carrying on a trade or business for profit. WMSHP intends to avail itself of any and
all tax benefits or exemptions to which it may be entitled under Section 501 of the Internal Revenue Code of 1954, and it shall not operate or engage in any activity nor shall it possess or exercise any power that would substantially risk the loss of such benefits under that Code.

The following provisions are hereby adopted for the purposes of defining, limiting, and regulating the internal affairs of WMSHP.
1. The membership of WMSHP shall consist of active, associate, and honorary members, and such other categories as may be provided in the Bylaws. Active members shall be licensed pharmacists who support the purposes of WMSHP as stated in Article I of the Constitution; other requirements for active membership shall be
stated in the Bylaws. Only active members may (a) vote as individual members on amendment to this Constitution, (b) serve as state delegates to the ASHP House of Delegates, (c) elect the Directors of WMSHP, and (d) serve as an officer of WMSHP. The definition, rights, powers and obligations of each class or category of membership not set forth herein shall be established and limited by the Bylaws.
2. WMSHP may establish and shall try to promote and strengthen ongoing cooperative relationships with other domestic and international organizations when such relationships further the purposes of WMSHP.
3. WMSHP shall try to formally recognize, promote, and strengthen relationships with groups of pharmacists in the various states and possessions of the United States when such groups promote and foster the purposes of WMSHP.

Upon termination, dissolution, or winding up of WMSHP, any assets that remain after payment or provision for payment of all of its liabilities, debts, and obligations shall be distributed by the Board of Directors only to one or more organized charitable, educational , scientific, or philanthropic organizations duly qualified as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 (or under such successor provision of the Internal Revenue Code as may be in effect at the time of termination, dissolution, or winding up of WMSHP). Under no circumstances shall any assets be
distributed to any member of WMSHP. The private property of the members, officers, Directors and employees of
WMSHP shall not be subject to payment of any debts or obligations of WMSHP.

The Bylaws shall delineate the authority of the Board of Directors and govern the internal affairs of WMSHP. The Bylaws may be amended as provided therein.

The Society shall be affiliated with the AMERICAN SOCIETY OF HEALTHSYSTEM PHARMACISTS and subject to such rules and regulations as set forth by the Bylaws of the AMERICAN SOCIETY OF HEALTH-SYSTEM PHARMACISTS.

Every proposition to amend the Bylaws shall be submitted in writing by two or more active members. Approval must be given American Society of Health-System Pharmacists before the proposition to amend is submitted to the active membership at a regularly scheduled meeting. The proposition to amend the Constitution shall thereby
submitted to the active membership for vote by mail ballot in the sane manner as the 5 balloting for officers as provided in the Bylaws. A two-thirds majority of the votes cast is necessary for approval.

1.1. The name of the corporation shall be the “Washington Metropolitan Society of Health-System Pharmacists, Inc.,” which will be referred to as WMSHP.
1.1.1. The official corporate seal of WMSHP, which shall be used as needed to authenticate documents of WMSHP,
shall consist of the word “Seal” as authorized by Section 1-304 of the Corporations and Associations Article of
the Code of Maryland.
1.2. WMSHP may adopt and use such trade names, trademarks, service names, and service marks as, in its judgment, are necessary or appropriate to identify or designate its products and services and to carry on its business.
1.2.1. No member, chapter, organizational component, or third party may use any name or mark of WMSHP unless such use conforms to the standards established by the Board of Directors and unless the Board has specifically approved such use in writing.

2.1. WMSHP shall continuously maintain, in the state of Maryland, a registered office at such place as may be established by the Board of Directors. The Board of Directors may establish WMSHP’s principal place of business and
other offices and places of business either inside or outside the state.

3.1. The classifications of membership in WMSHP are as follows:

3.1.1 Active members shall be pharmacists licensed by any state, district, or territory of the United States who have paid dues as established by WMSHP and who support the purposes of WMSHP as stated in the Constitution.
3.1.1.1 Only active members may vote on amendments to the Constitution, serve as state delegates, and elect or serve as a President of WMSHP.
3.1.2. Associate members shall be individuals other that those who qualify as active members who have paid dues as established by the Society and by virtue of vocation, training, education and interest, wish to further the purposes of the Society. Associate members shall receive publications and general communications of the Society, may attend meetings, may be granted the privilege of the floor, but shall not be entitled to vote or hold an elected office. Associate members shall consist of the following categories:
3.1.2.1. Individuals other than those who qualify as active members who by their work in the health services, the teaching of prospective pharmacists, or otherwise, contributing to pharmacy services provided in hospitals or other organized health care settings who make themselves eligible for membership.
3.1.2.2. Individuals enrolled full time in a pharmacy practice degree program (graduate or undergraduate) in an accredited college of pharmacy.
3.1.2.3. Technicians and other individuals who are employed as support personnel in a health care system.
3.1.2.4. Persons who shall be elected for life by unanimous vote of the Board of Directors from among individuals who
are or have been especially interested in, or have made outstanding contributions to hospital pharmacy practice.
Honorary members may vote or hold office, if otherwise eligible for active membership. No dues shall be required of honorary members.
3.2. Subject to approval by the membership, the Board of Directors shall establish dues and membership periods for active members. The 8 Board of Directors shall, consistent with other provisions of these Bylaws, also establish dues and membership periods for other categories of members.
3.2.1 Persons seeking membership in WMSHP shall complete the application form and enclose payment of dues for the
classification of membership being sought.
3.2.2 Payment of dues each year automatically renews membership in WMSHP; failure to pay timely dues constitutes termination of membership. If dues are paid after membership has terminated, WMSHP may treat such payment as a
reinstatement of membership.
3.2.3. A member may terminate membership, at any time, by submitting a signed, written statement to WMSHP.
3.2.4. Members shall, at the time of application or renewal, be classified into the category of membership for which they qualify.
3.3. Dues shall be collected by the Society and established by the Board of. Directors with approval of the membership, by a majority vote at a scheduled monthly meeting.
3.4. The period of membership shall be from January 1 to December 31st of each year. For new members joining after October 1st, dues will be waived until January 1st of the next year.

4.1. The officers of the Society shall be the President, the President Elect, the Immediate Past President, Secretary and Treasurer, all of whom shall be active members of WMSHP.
4.2. The President shall be the principal elected official WMSHP; serve as Chair of the Board of Directors; communicate to the delegates on the actions of the Board of Directors and on important new activities that affect and further the
purposes of ASHP; and communicate with members of WMSHP, and the public on the activities and policies of WMSHP.
4.1.2. With approval of the Board of Directors, the President shall annually appoint all chairpersons and additional committees as needed. Except as other provided, the President shall fill all vacancies of the Board of Directors.
4.3. The President-elect shall be elected annually for a term of one year and shall succeed successively to the office of President and then to the office of Immediate Past President, serving for one year in each office.
4.3.1. The President Elect shall perform the duties of the President in the President's absence, succeed to that office upon the death, resignation or inability of the President to perform. A President Elect, who succeeds to the office of President, shall serve out both the unfinished term to which the President Elect has succeeded and the term to which the President Elect would have succeeded in due course.
4.3.2. The President-elect shall communicate to the membership on those issues and activities that may affect and further the purposes of WMSHP.
4.3.3. The President-elect shall report to the Board of Directors on official activities and shall advise the Board of Directors on such matters as may further the purposes of WMSHP.
4.3.4. A President-elect who succeeds to the office of President as provided in Section
4.3.5. shall serve out both the unfinished term to which he or she has succeeded in due course.
4.4. The Immediate Past President shall perform the duties of the President in the temporary absence of both the President and President-elect, and serve in such other capacity as may be designated by the Board of Directors.
4.4.1 The Immediate Past President shall report to the Board of Directors on his or her activities and shall advise the Board of Directors on such matters as may further the purposes of WMSHP.
4.5. The Secretary shall serve as the Secretary of the Board of Directors; record and maintain minutes of all meetings, maintain an up-to-date roster of WMSHP members, receive and prepare all correspondence of the Society, and forward
all funds received to the Treasurer of WMSHP.
4.6. The treasurer shall serve as the Chair of the Committee on Finance; be responsible for overseeing conversation and prudent investment of the assets and funds of WMSHP; assure expenditure of funds is in accord with the programs, priorities, and budget established by the Board of Directors; and regularly inform the Board of Directors and members of the financial strength and needs for WMSHP.
4.6.1. No monies shall be disbursed except upon signature of the Treasurer and/or the President. the Treasurer shall
periodically review and approve internal controls designed to assure proper control of funds and disbursements and make sure that current and projected income and expenses meet the budget of WMSHP.
4.6.2. The Board of Directors may, at all times, inspect and verify the books and accounts of WMSHP.
4.6.3. The Treasurer shall review and report upon the longterm financial projections and plans of WMSHP.
4.6.4. No person shall serve more than two successive terms as Treasurer.
4.7. The manner of filling vacancies of any office shall be as follows:
4.7.1. The Provision of Sections 4.3.1. and 4.3.4. shall apply.
4.7.2 Authority is granted to the President to appoint, with the approval of the Board of Directors, a member to fill any vacant office for an unexpired term, with the exception of the President Elect.
4.7.3. To fill a vacancy for a President Elect after the annual election, the Board of Directors shall present two nominations to the active membership for a special election.
4.7.4. If both the President and the President-elect shall become permanently unable to perform their offices, the Board of Directors shall appoint, from the Board of Directors, a President ProTempore to serve for the remaining portion of the unexpired term. At the next annual meeting of the Board of Directors the Committee on Nominations shall present
nominations for the offices of President and President-elect, and an election shall be conducted in accordance with the provisions of 4.8.
4.8. The Secretary shall submit by mail, to every active member of the Society, the names of the candidates for office, together with a brief review of their professional background. The active member shall indicate his or her choice for
the offices to be filled on a ballot and return it to the Secretary by mail.
4.8.1. A ballot shall be prepared and mailed by the Secretary to all active members. The Nomination/Election Committee shall supervise the mailing and counting of the ballots. The Nomination/Election Committee shall also certify to the President and Secretary the results of the election. The Secretary shall notify all candidates of the results of the
election.
4.9. The President, President-elect, Immediate Past President, Secretary and Treasurer are not charged with executive or administrative responsibilities for the management or conduct of the internal affairs of WMSHP.

5.1 The Board of Directors shall consist of the President, President Elect, the Immediate past President, the Secretary, the Treasurer and two Directors who shall be elected by the active membership.
5.1.1. The President of the Society shall serve as chairman of the Board of Directors. The President Elect shall serve as Vice Chairperson of the Board of Directors The Secretary shall serve as the Secretary of the Board of Directors.
5.1.2. No person shall serve in any dual capacity on the Board of Directors
5.1.3. There shall be two elected Directors.
5.1.4. Directors shall serve for a term of two years beginning with their installation. Directors may not serve more than two consecutive terms.
5.1.5. If the office of an elected member of the Board of Directors shall become vacant because of resignation, death, or otherwise, such office may be filled by the Board of Directors until the next annual election.
5.2. The Board of Directors shall meet at least three times annually. The Board shall also meet at the call of the Chairperson.
5.2.1 The Secretary shall establish the time and place of scheduled and special meetings and shall give the Directors reasonable advance notice thereof by mail or other mode of transmittal.
5.2.2. A majority of the Board of Directors shall constitute a quorum
5.2.3 No Director shall be entitled to any compensation for services. Pursuant to policies adopted by the Board, Directors may be reimbursed for reasonable expenses incurred in attending meetings of the Board of Directors and in discharging functions at the direction of the Board.
5.3. The Board of Directors shall manage the affairs of WMSHP, establish policies within the limits of the Bylaws, actively pursue the purposes of WMSHP, and have discretion in the control, management, investment and disbursement of funds. The Board of Directors, through its Committee on Finance, shall develop and approve an annual budget, establish financial goals for WMSHP, and oversee the financial operations of WMSHP. The Board of Directors shall
establish and review long-term objectives of WMSHP and establish the priority of all programs and activities. The Board may establish whatever rules and regulations for the conduct of its business it deems advisable and may appoint whatever agents it considers necessary to carry out its powers.
5.3.1. The Board of Directors may make contributions of WMSHP assets to other organizations for research and education activities of benefit to pharmacists practicing in organized health care systems. The Board
may also grants, contributions, gifts, bequests or devices to further the purposes of WMSHP..
5.3.2. The Board of Directors shall create, review, and modify the professional policies of WMSHP.
5.3.3. The Board of Directors shall approve all nominations to all committees, councils, and commissions, except as membership is specified in Section 5.1.1.
5.3.4. The Board of Directors may establish and modify administrative policies, not inconsistent with these Bylaws, for
the conduct of its business and for the conduct of the business of WMSHP and its components.
5.3.5. The Board of Directors and the officers shall tender reports at such times and in such manner as are required by law.
5.3.6. The Board of Directors may establish committees and task forces and designate representatives to other organizations.

6.1. The following committees are components of WMSHP and shall operate to further the purposes of WMSHP; the Monthly Program Committee, the Audit Committee, the Finance Committee, the Membership Committee and the Nomination/Election Committee.
6.1.1. The monthly Program Committee shall arrange the program, select meeting sites, solicit papers and prepare suitable subjects for discussion at regular meetings of the Society.
6.1.2. The Audit Committee shall consist of three active members of the Society, one of whom shall make an annual audit of the finances of the Society and report at the May meeting to the active membership.
6.1.3. The Finance Committee shall also be responsible for preparing the budget and providing advice to the Board of Directors on financial matters.
6.1.4. The Membership Committee shall be responsible for encouragement of Society membership.
6.1.5. The Nomination/Election Committee shall consist of at least five active members appointed by the President.
6.2. The President shall appoint chairpersons of the committees and except as provided for in Article 4. The Chairpersons of each committee shall prepare and submit a report of committee activities to the Board at least once a year

7.1 Unless the Board of Directors rules otherwise, meetings shall be held at least six (6) times a year. Members shall receive notification in advance of the time and place.

8.1. Thirty active members shall constitute a quorum for a monthly meeting.

9.1. Meetings will be conducted according to Robert’s Rules of Order

10.1. Every proposition to alter or amend the Bylaws shall be submitted in writing by two or more active members. Approval must be given by American Society of Hospital Pharmacists before the proposition to amend is submitted to active membership for a vote. Written notification of the proposal shall be made to the active membership least thirty (30) days prior to the next scheduled meeting. Active members shall vote on the proposed changes at the next scheduled meeting. Upon approval of a majority of the active members then present and voting, the amendment shall become effective.