Summary of Proposed Bylaw Changes
A task force of Board Members developed the proposed revisions outlined below, which are being presented for member consideration.
Click here to see a copy of the current HOPA Bylaws, last updated in 2023.
Article III: Membership
Section 1: Members
All sections have been updated to replace the word "elected" to "appointed" to reflect the organization's intention to move towards uncontested elections.
Section 2: Dues
Dues are determined by the Board and collected by HOPA's management company. The language was updated to remove the Treasurer as the individual listed to collect dues for the organization.
Section 3: Applications
Language was clarified in this section to make the application process more appropriate given that the rise of technology means there is no longer a paper application form.
Section 4: Period of Membership
Procedural language was removed around dues collection and will be located in standard operating procedure (SOP) documents
Section 5: Expulsion
Replaced "unprofessional conduct" with HOPA's Code of Conduct
Article IV: Board of Directors
Sections 1-3: Composition, Terms and (formerly) Elections
The proposed revisions would transition the Board selection process from contested member elections to an appointment process. Members would continue to have the opportunity to nominate themselves or others for Board service. The Nominations Committee would evaluate candidates against established criteria and current Board needs, recommend a slate of qualified candidates, and submit the slate to the Board for approval.
This recommendation is the result of a two-year review of Board composition and election practices. An Ad-Hoc Board Composition Task Force, comprised of non-Board members, reviewed association practices, and considered how the organization could strengthen Board recruitment, composition, and succession planning.
The proposed process allows for a more intentional approach to Board composition by considering the skills, experience, perspectives, and competencies needed to support HOPA's strategic direction. It also supports stronger succession planning and continuity while reducing unnecessary competition among qualified volunteers.
Member participation in Board elections has also remained consistently low despite significant efforts to increase voter engagement and achieve quorum. Member feedback has indicated that limited familiarity with candidates can make it difficult to make an informed choice. Under the proposed process, the Nominations Committee would conduct a thorough vetting process and recommend candidates based on established qualifications and identified Board needs.
Section 4: Vacancies
Language around vacancies for the President-Elect position has been updated to provide additional clarity.
Section 9: Removal of a Board Member or Officer
Legal counsel recommended updated language for removal of Board members to be consistent with the appropriate state statutes.
Article V: Committees
Section 1: Function
Unnecessary language was removed per legal counsel to provide clearer understanding of the function of committees.
Section 2: Appointment of Committee Leaders
While the process remains the same, the text was edited to provide more clarity around who appoints committee leaders.
Section 4: Standing Committees
The Membership Committee was removed as a required standing committee to provide greater flexibility in how HOPA addresses membership needs and priorities. Membership remains a core organizational focus; however, maintaining a permanent committee in the bylaws is not necessary to ensure this work continues. Removing the standing committee designation allows the Board to determine the most effective structure for advancing membership priorities over time, including through committees, task forces, workgroups, or other approaches as needs evolve.
Article VI: Business Meetings (and Actions by Members)
Updates help clarify that when members vote, they do not need to be in-person at the Business Meeting. Should a vote occur, the quorum of 10% remains.
Article VII (formerly): Use of Name and Acronym
This section was removed based on legal counsel's recommendation that it was not necessary for inclusion in the bylaws.
Article VII (formerly Article VIII): Location of Offices
This section was simplified and language around an official seal was not necessary for inclusion in the bylaws.
Article VIII (formerly Article IX): Amendments
Members may continue to propose bylaw amendments to the Board at any time. Under the revised process, amendments will be approved by a majority vote of the Board rather than submitted to the general membership for approval.
This change was made at the recommendation of legal counsel and reflects the Board's responsibility for organizational governance and its access to the legal, operational, and strategic context needed to evaluate proposed bylaw changes. Members retain their other voting rights and their ability to recommend changes to the bylaws.
Article X (formerly Article XI): Dissolution
In the event the organization dissolves, its remaining assets will be distributed to another nonprofit organization. This section was updated to specify a preference that the receiving organization have a mission focused on pharmacy or oncology.
Keeping Bylaws Current and Creating More Clarity
The task force proposed the updates as outlined above, with the following objectives:
- Remove procedural and policy items that are outdated or are more appropriate for other governance documents
- Remove redundant and unnecessary statements to enhance clarity and effectiveness
- Incorporate bylaws changes as recommended by the Board, legal counsel, and other key stakeholders
- Ensure all language is clear, concise, and adheres to the necessary legal requirements
- Align with association best practices
The process of updating bylaws is guided by HOPA's best interests and strategic alignment, thorough discussions within the task force, and a legal review to ensure compliance with applicable laws.
The aim is to maintain flexibility and alignment with legal requirements while ensuring the organization operates smoothly and efficiently.
