Section 1. Name. The name of the organization is the Drug, Chemical & Associated Technologies Association, Inc., (DCAT) a not-for-profit corporation incorporated in the State of New York and also registered as a not-for-profit corporation in the State of New Jersey.
Section 2. Location. The principal office is in the State of New Jersey, or elsewhere determined by the Board of Directors.
Section 3. Purpose. DCAT is an association that facilitates business development opportunities for its members through a variety of services, programs and activities.
Section 4. Restrictions. All policies and activities of DCAT are consistent with:
a. All applicable federal, state and local antitrust, trade regulation or other requirements.
b. Applicable tax exemption requirements, including the requirements that DCAT not be organized for profit and that no part of its net earnings insure the benefit of any private individual.
c. The DCAT Code of Ethics.
Section 1. Membership Eligibility. Any corporation, firm or individual who is engaged in the development, manufacture, sale or purchase of pharmaceutical products, their components and other related services and technologies will be eligible for election to the membership. DCAT reserves the right to exclude certain professional service providers as determined by policy or by determination of the Membership Oversight Committee.
Section 2. Representation. Each member company will designate an employee as its official Delegate who will represent the member company on all matters provided by law or by these bylaws.
Section 3. Removal. Any member company who fails to pay applicable dues in the time frame prescribed will be removed from the membership. The Board of Directors, through majority vote, may remove a member company for other reasons if the member company is provided with advance written notice including the reason for the proposed removal. An opportunity will be provided to the member company to contest the proposed removal in writing, or in person before the Board of Directors. The final decision of the board will be binding.
Section 4. Resignation. A member company may resign by filing a written resignation. However, resignation does not relieve a member from other obligations accrued and unpaid as of the date of resignation.
Section 1. Annual Meeting. A meeting of the membership is held at least once yearly. Meetings of the membership are open to employees of a member company and held at times and places determined by the Board of Directors.
Section 2. Notice of Meetings. Notice of membership meetings must be provided to member company delegates and notice posted on the organization’s website in a conspicuous manner within 10 days prior to the meeting.
Section 3. Quorum. One-tenth of the total number of member companies will constitute a quorum.
Section 4. Voting. Voting at a meeting of the membership may be in person or by proxy with each Delegate having a single vote. A majority of those voting in person or by proxy where a quorum is present carries the action. Member companies may vote without a meeting for elections or on any other matter presented by the Board of Directors where the votes are submitted in writing by postal or other delivery or by electronic means and a quorum participates.
Section 1. Authority.The Board of Directors has the authority and responsibility for the governance of DCAT. Its members serve as thought leaders who develop and guide the organization’s strategic plan, establish and implement policy, and provide guidance to the staff.
Section 2. Composition of the Board. The Board of Directors consists of four officers:
a. President of the Board
b. First Vice President: DCAT Week and the Annual Dinner
c. Second Vice President: Finance
d. Third Vice President: Volunteer Resources
e. Five Directors
f. First and Second Immediate Past Presidents
g. The Executive Director serves as an ex-officio, non-voting member of the Board of Directors
a. Officers of the Board: Upon approval of the membership, each board officer will serve for four years beginning with the third vice presidency and ascending each subsequent year through the presidency and then as a past president.
b. Directors of the Board: Upon approval of membership, each director will serve a one-year term. These Directors will serve no more than three consecutive terms either full or partial.
Section 4. Nominations. Each year the executive director will prepare a call for nominations for member representatives to submit their applications and other supporting information to the Leadership Development Committee for consideration as a board officer or a director. The Leadership Development Committee will then submit a slate of candidates to the membership for their approval by the majority of votes received.
Section 5. Meetings. The president calls all meetings of the Board of Directors. A majority of the Board of Directors forms a quorum and a majority of the votes are required to carry a matter where a quorum is present. Proxy voting is not permitted. Voting may occur by postal or other delivery or by electronic means where all the members of the board vote unanimously in favor of a matter. Meetings may be held electronically if each member of the board can hear the others.
Section 6. Vacancies. Vacancies on the Board of Directors are filled by a determination of the Leadership Development Committee.
Section 7. Removal. A member of the board may be removed by a majority vote of the board, with the member proposed to be removed not voting, if the member is provided with advance written notice including the reason for the proposed removal. An opportunity will be provided to the member to contest the proposed removal in writing, or in person, before the Board of Directors. The final decision of the board will be binding.
Section 8. Separation. A member of the Board of Directors who is separated from a member company, but within 30 days becomes employed by another member company, will retain their current position on the board. However, board members separated for more than 90 days will automatically be removed from their position. Should they become employed by another member company, they may seek reinstatement to that same position, but only if available and deemed appropriate by the Board of Directors.
Section 1. President. The president is the chief elected officer and chairperson of the Board of Directors. The President presides over all meetings of the Membership, Board of Directors, Executive Committee and Advisory Council.
Section 2. First Vice President. The first vice president oversees DCAT Week and acts as chairperson for the DCAT Annual Dinner event. In case of the absence or disability of the president, the first vice president will perform the duties and have the powers of the president, unless otherwise determined by the Board of Directors.
Section 3. Second Vice President. The second vice president is the finance officer and oversees the annual budget and reserve funds.
Section 4. Third Vice President. The third vice president oversees the volunteer resources and acts as a liaison between the Board of Directors, committees, Advisory Council and volunteers.
Section 5. Board Director. Board directors assist the organization in achieving its goals and assure that programs and services are responsive to the needs of the membership.
Section 6. Executive Director. The executive director is the chief employed officer and manages DCAT at the direction of the President and officers and has authority over the paid staff of the organization.
Section 1. Executive Committee. The Executive Committee includes the president, first vice president, second vice president, third vice president, and the immediate past president. It may act in place of the Board of Directors when authority is designated by the board or in emergency matters where executive committee action is temporary and subject to consent by the board.
Section 2. Standing Committees. The Standing Committees include, but are not limited to, the Education Committee, the Membership Committee, the Supply Management Committee, the Science & Scholarship Committee, and the Technology Committee. The president appoints chairpersons of standing committees. No Standing Committee chairperson will serve as member of Advisory Council.
Section 3. Administrative Committees. Administrative committees include, but are not limited to, the Leadership Development Committee, the Audit Committee, and the Member Oversight Committee. The committees consist of members from the Board of Directors, Advisory Council or both as prescribed by organizational policy.
Section 4. Human Resources Committee. The Executive Committee acts as the Human Resources Committee and is charged with the oversight of compensation and benefits, organizational development/change management needs, recruiting, succession planning and best practices for staff.
Section 5. Advisory Council. The Advisory Council consists of 18 members from various segments of the industry to provide insights, guidance and expertise to the Board of Directors, committees, task forces and staff, and assist with organizational success. The President of the Board of Directors will preside over all meetings of the Advisory Council.
a. Terms. All terms of the Advisory Council coincide with the DCAT fiscal year. Each Advisory Council member will serve a 3-year term. No Advisory Council member will serve more than two consecutive terms either full or partial. No Advisory Council member will serve as a member of the Board of Directors or as a chairperson of a standing committee.
b. Nominations. Each year the executive director will prepare a call for nominations for member representatives to submit their applications and other supporting information to the Leadership Development Committee for consideration. The Leadership Development Committee will then submit a slate of candidates to the members for their approval by the majority of votes received.
c. Meetings. Advisory Council members are expected to attend an annual Advisory Council meeting as designated by the thirdvice president. The Advisory Council will attend the Annual Membership Meeting and any other meetings of the membership as designated.
d. Vacancies. Vacancies on the Advisory Council are filled by a determination of the Leadership Development Committee.
Section 6. Removal. By a majority vote of the Board of Directors, they may remove a member serving on the Advisory Council, any standing committee, task force or other volunteer project if the member is provided with advance written notice including the reason for the proposed removal. An opportunity will be provided to the member to contest the proposed removal in writing, or in person, before the Board of Directors. The final decision of the board will be binding.
Section 7. Separation. A member of the Advisory Council, any standing committee, task force or other volunteer project who is separated from a member company, but within 30 days becomes employed by another member company, will retain their current volunteer position within the organization. However, members separated for more than 90 days will automatically be removed from that position. Should they become employed by another member company, they may seek reinstatement to that same position, but only if available and deemed appropriate by the Board of Directors.
Section 1. Fiscal Year. The fiscal year of the organization will begin the first day of November and end the last day of October.
Section 2. Use of Funds. Funds collected for dues or other revenues will be used only to accomplish the purposes of the organization. No part of the funds will be used to the advantage of any single person or entity or be distributed to the membership.
Section 2. Annual Audit. The accounts of the organization will be audited annually by a firm of certified public accountants and will present their findings to the Audit Committee and the Board of Directors.
Section 3. Financial Records. In its headquarters, DCAT will keep complete records of current financial accounts as well as those for the past seven years. Any member, or their agent may inspect all financial records of DCAT, for any proper purpose at any reasonable time agreed upon between parties.
Section 1. Amendments to the Bylaws. Amendments to these bylaws are made by a two-thirds vote of the Board of Directors provided they are given 60 days notice of the proposed changes, rationale and an opportunity to comment. At any meeting of the Board of Directors, where a quorum is present, the Board may, by majority vote, suspend an Article and/or related Section(s) of the bylaws in order to better define, clarify, restructure and/or generally strengthen the organizational guidelines. Suspension of an Article and/ or related Section(s) cannot be suspended for more than 12 months. All changes to the bylaws will be posted on the organization’s website in a conspicuous manner within 10 days of the change.
Section 2. Indemnification. Members of the Board of Directors, Advisory Council, committee chairs, committee and project volunteers, and employees, will be indemnified by the organization against any and all claims and liabilities to which these individuals may become subject to, by reason of any action alleged to have been taken, omitted, or neglected by them in their volunteer capacity.
The organization will reimburse these individuals for any liability judicially determined or any settlement paid before any legal determination of liability with the consent and approval of the organization. In addition, these individuals will be reimbursed for all legal expenses that are reasonably incurred in connection with any such claim or liability. Or, in lieu of reimbursing such individuals for legal expenses, the organization reserves the right to supply these individuals with competent legal representation at full cost and expense of the organization or its insurance carriers.
The indemnification provision is specifically provided only if a claim against such person is made in his or her official capacity as a volunteer of DCAT in the aforementioned positions; however, no such person will be indemnified against or be reimbursed for any expenses incurred in connection with any claim or liability arising out of his or her own willful misconduct, gross negligence or violation of the DCAT Code of Ethics or federal and state anti-trust laws.
Section 3. Compensation. Members of the Board of Directors, Advisory Council and standing committee chairs, committee and project volunteers, will not receive any financial compensation for their service to the organization but may be reimbursed for reasonable expenses.
Section 4. Code of Ethics.Any representative of a member company who assumes a leadership role through election by the membership or appointment by the president must agree to, and sign, a copy of the current DCAT Code of Ethics. Failing or refusing to do so in the time prescribed will automatically disqualify the member from that role.
In the event of the dissolution or final liquidation of DCAT, its remaining net assets will be distributed to such nonprofit corporations or associations as are exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code, as deemed appropriate by the Board of Directors.
Revised: May 22, 2018
The Drug, Chemical & Associated Technologies Association (DCAT) is a not-for-profit, global business development association whose unique membership model integrates both innovator and generic drug manufacturers and suppliers of ingredients, development and manufacturing services, and related technologies. We are committed to provide programs, events and services that help our members meet their business objectives, expand their network of customers and suppliers, and gain insight into industry trends, markets, and those issues impacting pharmaceutical development and manufacturing.