Constitution and Bylaws

Bylaws

Chapter VI—The Board of Trustees

Section 1

The Board of Trustees shall consist of eight members of the Pharmacopeial Convention elected by plurality vote at the stated meeting; and the President, the Past President, and the Treasurer, ex officio, and the Executive Vice President-CEO, who shall serve as a non-voting, ex officio member of the Board of Trustees.

Of the eight members of the Board of Trustees elected by the Convention, two shall be representative of the pharmaceutical sciences, two shall be representative of the medical sciences, one shall be a public member, and three shall serve without restriction concerning their affiliation.

Except for the Executive Vice President-CEO, the members of the Board of Trustees shall not be members of the Council of Experts or its Expert Committees.

No person shall be eligible to be an elected member of the Board of Trustees who, at the adjournment of the stated meeting, shall have served two successive terms either as an elected member of the Board of Trustees or as an elected officer, or a combination thereof.

Section 2

The officers of the Board of Trustees shall consist of a Chairperson, who shall be elected by a majority vote of the Board, and a Secretary. The Chairperson of the Board of Trustees shall serve as a member, ex officio, of the Membership Committee. The Secretary of the Board of Trustees need not be a member of the Board of Trustees or a member of the Pharmacopeial Convention. The Secretary of the Board of Trustees shall serve as Secretary of the Convention.

Section 3

The Board of Trustees shall have the right to transact business by correspondence, including electronic or other means, as provided in the rules adopted by them. A motion by such means shall require no second.

Section 4

The Board of Trustees shall meet annually at such time and place as it shall determine. Special meetings of the Board of Trustees shall be called upon the written request of at least four members. The Chairperson shall have the right to call a special meeting whenever he or she shall deem it necessary. Six voting members of the Board of Trustees shall constitute a quorum.

Section 5

Members of the Board of Trustees may participate in a special meeting of such Board by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other or perceive each other's comments at the same time, and participation by such means shall constitute presence in person at a meeting. Such meetings shall be conducted in accordance with rules adopted by the Board of Trustees.

Section 6

(a) No member of the Board of Trustees elected by the Convention members shall receive compensation for his or her services. Members of the Board of Trustees elected by the Convention members shall be reimbursed from the funds of the Pharmacopeial Convention for travel and other necessary expenses that may be incurred by them in the performance of their duties.

(b) No person, who during his or her service on the Board, has a financial interest that may conflict or may appear to conflict, with his or her duties and responsibilities, shall vote on matters, in which he or she has such financial interest. An employee's interest shall be presumed to coincide with that of his or her employer.

(c) Where it appears that a conflict of interest may exist, or may be perceived to exist, any officer or member of the Board of Trustees may excuse him or herself from a deliberation of the Board of Trustees; any officer or member may be excused from a deliberation of the Board of Trustees by an affirmative vote of not less than two-thirds of the members of the Board, other than himself or herself, provided, the minutes of such meeting shall note that the officer or member was excused from such deliberation.

Section 7

The Board of Trustees shall manage and control the affairs, funds, and property of the Pharmacopeial Convention, except as is herein otherwise provided.

The Board of Trustees may invest the funds of the Pharmacopeial Convention, authorize the payment of all moneys due for services performed, transact business involving financial or other matters that may be for the best interests of the Pharmacopeial Convention, and perform such other duties as the Pharmacopeial Convention may direct. Any and all contracts or agreements authorized by the Pharmacopeial Convention or by the Board of Trustees shall be executed on behalf of the Pharmacopeial Convention by the Chairperson and Executive Vice President-CEO, or by such other person or persons as the Board may designate.

Section 8

The Board of Trustees shall authorize the revision and release of text to the United States Pharmacopeia and the National Formulary. Upon approval of the content by the Council of Experts, in accordance with the rules and procedures adopted under Section 9, the Board of Trustees shall then act upon releasing the text and upon designating the date when it is to become official, said date to be reasonably distant from the date of its release. The Executive Vice President-CEO shall, annually or more frequently, upon specific request of the Board of Trustees, certify that the information contained in the United States Pharmacopeia, National Formulary, or other authorized publications has been prepared in accordance with the rules and procedures under Section 9.

Section 9

The Board of Trustees shall review all rules and procedures made or adopted by the Council of Experts and the Executive Committee of the Council and shall determine whether the rules and procedures conflict with the Constitution and Bylaws and whether they are sufficient to ensure the accuracy and adequacy of the content of the United States Pharmacopeia, the National Formulary, and other authorized publications. The Board shall determine whether such rules and procedures shall be sufficient to provide adequate notice and opportunity for comment and full and impartial consideration of all proposed changes in, and additions to, the text. Where such conflict or insufficiency is found, the Board shall propose such amendments as may be indicated and, after having given the Council of Experts and the Executive Committee of the Council an opportunity to be heard, shall revise or modify the rules and procedures to bring about conformity with the Constitution and Bylaws and to ensure their sufficiency. The Board of Trustees shall arrange for suitable publication of the rules and procedures of the Council of Experts.

Section 10

The Board of Trustees shall be informed of the decisions of the Executive Committee of the Council on appeals for reconsideration, revision, or abrogation of standards adopted and decisions made by a committee of the Council of Experts, Division Executive Committee, or other body. Upon consideration of the facts, where an appeal is determined by the Board to be on a matter of procedure, the Board may uphold the decision or remand the matter to the proper body for reconsideration under proper procedures; where the appeal is determined by the Board to be on a scientific matter, the Board may uphold the decision or may request the entire Council of Experts to review the decision.

Section 11

Upon recommendation of the Executive Vice President-Chief Executive Officer or of the Executive Committee of the Council of Experts, the Board of Trustees may remove any member of the Council of Experts for cause.

Section 12

The Board of Trustees shall issue an annual financial report of the Pharmacopeial Convention audited by a certified public accountant.

Section 13

The Board of Trustees shall arrange for the bonding of Officers and employees to the extent necessary to protect the interests of the Pharmacopeial Convention.

Section 14

The Pharmacopeial Convention may indemnify a current or former Trustee, Officer, Council of Experts or Expert Committee Member, Panelist, or employee against expenses, judgments, fines, penalties and settlements in connection with or arising out of any proceeding in which that person may be involved as a party or otherwise by reason of his/her having been such Officer, Trustee, Council of Experts or Expert Committee Member, Panelist, or employee. Such indemnification may be made only in accordance with the procedures adopted by the Board of Trustees.

Section 15

The Board of Trustees shall maintain a headquarters for conducting the business of the Pharmacopeial Convention.

Section 16

The Executive Vice President-CEO shall serve at the will of the Board of Trustees. In case of a vacancy in the position of Executive Vice President-CEO, the Chairperson of the Board of Trustees shall appoint an acting Executive Vice President-CEO, who shall serve until the Board of Trustees shall have selected an Executive Vice President-CEO. The Board of Trustees may request the advice of the Division Executive Committees and the Executive Committee of the Council of Experts before selecting an Executive Vice President-CEO.

Section 17

The Board of Trustees shall provide for such assistants to the Executive Vice President-CEO as may be deemed necessary.

Section 18

The Board of Trustees may select not more than twenty-five persons for their special competence in relation to the administrative or scientific needs of the Pharmacopeia to be members-at-large of the current or ensuing Pharmacopeial Convention.

Section 19

The Board of Trustees shall designate those organizations, governmental bodies or divisions, or sections thereof as eligible to appoint a delegate. In making such designations, the Board of Trustees shall consider membership guidelines provided by the Convention at the previous stated meeting, or recommendations made by the Membership Committee. Thereafter, the Board of Trustees shall at least annually review the composition of the Convention and designate any additional organizations, governmental bodies, or divisions or sections thereof as deemed necessary.

Section 20

The Board of Trustees may invite the national medical, pharmaceutical and other health care professional and scientific associations of other nations to send representatives as observers to a stated meeting of the Pharmacopeial Convention.

Section 21

The Chairperson of the Board of Trustees shall present a report for the Board at each stated meeting of the Pharmacopeial Convention.

Section 22

The Board of Trustees shall receive from the Secretary proceedings of the stated and special meetings of the Pharmacopeial Convention and shall arrange for their publication.

Section 23

The Board of Trustees shall receive and review any proposition to amend the Constitution and Bylaws and shall recommend such action as it deems advisable as provided in the Constitution and Bylaws.

Section 24

The Board of Trustees shall fill vacancies for unexpired terms of office of the eight elected members of the Board of Trustees; the President, and the Treasurer; from the membership of the Pharmacopeial Convention; and the Executive Vice President-CEO as herein provided.

Section 25

Any officer or member of the Board of Trustees may be removed for cause by an affirmative vote of not less than two-thirds of the members of the Board, other than himself or herself.

Section 26

The Board of Trustees shall approve the number and types of expert committees deemed necessary for the work of the Council of Experts.

Section 27

The Board of Trustees shall provide advice to the Nominating Committee on factors to be considered during the selection of candidates, so as to achieve appropriate balance and diversity.

Section 28

In the event it is determined that expertise is needed, which is not encompassed by existing divisions, the Chairperson of the Council of Experts, in consultation with, and with the approval of the Executive Committee and the Board of Trustees, shall determine the additional number and types of Expert Committees needed.

Section 29

The Board of Trustees shall approve the number of persons to be elected to each Expert Committee.

Section 30

Between stated meetings of the Pharmacopeial Convention, the Board of Trustees may, at its discretion, send the members of the Convention a proposal to be voted on. On any such vote, not less than one hundred and thirty members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action. The Board of Trustees shall promulgate rules to ensure adequate opportunity for comment, fairness, and confidentiality.

Section 31

The Board of Trustees may designate representatives to other organizations to represent the USP Convention; it may allow the USP Convention, as an organization, to participate in other organizations.

Section 32

The Board of Trustees shall adopt rules and procedures to govern its management of the affairs, funds, and property of the Pharmacopeial Convention and any conflict of interest of its members. Such rules and procedures shall be made available to members of the Convention and the public.

Section 33

Any officer of the Convention may resign at any time by giving notice to the Secretary, who shall promptly transmit such notice to the Board of Trustees. Any such resignation is effective when the notice is given, unless the notice specifies a later date.