BYLAWS OF THE PEDIATRIC PHARMACY ADVOCACY GROUP,
The Organization has determined that certain provisions of the Bylaws need to be amended to reflect changes to the management structure of the Organization for the purpose of advancing the purposes of the Organization in a more efficient and businesslike manner.

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ARTICLE I ORGANIZATION

Section 1.1 NAME. The name of this Organization shall be The Pediatric Pharmacy Advocacy Group,
Section 1.2 LOGO. The Organization shall have a logo which shall be in the following form:

Section 1.3 NAME CHANGE. The Organization may at its pleasure by a vote of the Membership body in accordance with the Articles of Incorporation and the Colorado Nonprofit Corporation Act change its name.

The purpose of the corporation (herein called "Organization") is to promote the delivery of optimal pharmaceutical care to the pediatric patient.

Section 3.1 PRINCIPAL OFFICE. The principal office of the Organization may be located within or outside of the State of Colorado as the Board of Directors may designate, or as the business of the Organization may require from time to time.

Section 3.2 REGISTERED OFFICE. The registered office of the Organization, required by the Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but need not, be identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 4.1 MEMBERSHIP. Membership in the Organization shall be open to individuals and companies involved with the delivery of pharmaceutical care to pediatric patients. There are six types of membership:

a. Individual Member. A person shall be eligible for an Individual Membership only if he or she is a pharmacist committed to the goals of this Organization and is actively involved in or has substantial experience in pediatric pharmacy practice.

b. Associate Member . A person shall be eligible for an Associate Membership only if he or she is a non-pharmacist committed to the goals of this Organization or a pharmacist not actively involved in pediatric pharmacy practice.

c. Corporate Member . An entity shall be eligible for Corporate Membership so long as it is a partnership, Limited Liability Company, Organization or other entity that supports the mission of this Organization and is involved in providing pediatric pharmaceutical care.

d. Resident/Fellow Member. A person shall be eligible for a Resident/Fellow Membership only if he or she is enrolled in a pharmacy residency or fellowship program and committed to the goals of this Organization.

e. Student Member. A person shall be eligible for a Student Membership only if he or she is enrolled in an accredited school/college of pharmacy and committed to the goals of this Organization.

f. Technician Member. A person shall be eligible for a Technician Membership if he or she is a non-pharmacist employed as support staff in a pediatric setting and committed to the goals of this Organization.

MEMBERSHIP PRIVILEGES

Membership Type:

All references to Member or Membership meetings, voting and related matters in these Bylaws shall be limited in application to individual Members in good standing unless otherwise specified.

Section 4.2 VOTING. Except for the elections of officers and directors, or as required by the law of the Articles of Incorporation, all votes at PPAG meetings shall be by voice. Only Individual Members in good standing may vote. Voting by proxy shall not be permitted.

Election of the Directors of the Board shall be by written ballot mailed to all active Individual Members. Written ballots shall be mailed by the Secretary of the Organization on May 1 of each year and must be returned and be received by the Secretary no later than the following June 1 or be postmarked on or before May 31. Written ballots shall clearly state in at least sixteen (16) point bold type that such ballots must be returned by such date in order to be counted. Provision must be made either on the ballot or on an envelope in which the ballot is contained for the Individual Member to sign the ballot. Any ballots not so signed shall be rejected and not counted. . Any ballot not received with a valid postmark shall be retained, unopened by the Secretary and shall not be included in the final count. The Secretary shall maintain, for a period of one year, all postmarked envelopes including those that were not timely mailed or those which were not signed which may be inspected by any Member of the Organization.

On or before June 7 of each year, the Secretary shall tabulate all ballots that were timely returned and shall prepare a written tabulation sheet indicating the vote for each open position. The Secretary shall submit such tabulation together with all of the ballots which were timely returned to the Chairperson who shall certify the vote. The tabulation and ballots shall be returned to the Secretary who shall then retain such ballots, all unopened ballots that were not timely returned and the tabulation in accordance with this Section. The Secretary shall then announce the results to the Membership and the parties that were nominated. The Chairperson shall be responsible for contacting those individuals who were elected and certified and inform them of their duties and responsibilities as Members of the Board of Directors and the next meeting date of the Board of Directors at which they will assume their respective duties as Directors.

The Board of Directors may, by resolution, amend the bylaws to provide for a system of electronic voting with proper and suitable safeguards in lieu of the written ballot procedure set forth herein. In such event, such provision shall be made a part of these bylaws.

Section 4.3 ANNUAL MEETING. The annual meeting of the Members shall be held in conjunction with the PPAG Annual Pediatric Conference in each year, or on such other day as shall be fixed by the Board of Directors, for the purpose of introducing newly elected directors, recognizing retiring directors and for the transaction of such business as may come before the meeting.

Section 4.4 SPECIAL MEETINGS. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairperson or by the Board of Directors, and shall be called by the Chairperson upon the receipt of one or more written requests for a special meeting, stating specifically the purpose or purposes for which it is to be held, signed and dated by Members representing at least fifty percent (50%) of the Board of Directors or seventy five (75%) percent of all the votes entitled to be cast on any issue proposed to Members considered at the meeting. The request must be made in writing at least sixty (60) days before the requested meeting date.

Section 4.5 PLACE OF MEETINGS. The Board of Directors may designate any place, either within or outside of the State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting is called, the place of the meeting shall be the principal office of the Organization.

Section 4.6 NOTICE OF A MEETING. The written notice of a special meeting, containing the place, day and hour of the meeting and the specific purpose or purposes thereof shall be delivered to the Members' address as determined by these bylaws not less than twenty (20) nor more than sixty (60) days before the date of the annual meeting and not less than forty-five (45) nor more than sixty (60) days before the date of the special meeting, except that if any other longer notice period is required by the Colorado Business Corporation Act the notice shall be provided as required by statute. Notice of an annual meeting need only include the time and place of the meeting and need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the Articles of Incorporation of the Organization, (ii) a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Organization or of another entity which this Organization controls, in each case with or without the goodwill, (iii) a dissolution of the Organization, or (iv) any other purpose for which a statement of purpose is required by the Colorado Business Corporation Act.

Written Notice of a Special or Regular Meeting may be delivered personally or by mail, private courier service, telegraph, teletype, electronically transmitted facsimile, e-mail, or other form of wire or wireless communication to each Member entitled to vote at such meeting. If delivered by mail, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at his or her address as it appears on the Membership books of the Organization, with postage thereon prepaid. If notice is given other than by mail, the notice shall be sent to the address, facsimile number, or email address as it appears on the Membership books of the Organization and the notice is given and effective on the date personally delivered or transmitted to the Member or deposited with the commercial courier services for delivery.

If two successive notices mailed or otherwise delivered to the last-known address of any Member of record are returned as undeliverable, no further notices to such Member shall be necessary until another address for such Member is made known to the Organization.

When a meeting is adjourned to another date, time or place, a new written notice need not be given. The Organization may transact any business, at the commencement of an adjourned meeting, which may have been transacted in the notice contained for the original meeting. No meeting may be adjourned for a period or more than 120 days. In such event, a new meeting must be called in accordance with this Article.

Section 4.7 MEETING OF ALL MEMBERS. If all of the voting Members shall meet at any time and place, either within or outside of the State of Colorado, and consent in writing to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any Member action may be taken.

Section 4.8 CLOSING OF MEMBERSHIP BOOKS OR FIXING OF RECORD DATE. For the purpose of determining Members entitled to (i) notice of or to vote at any meeting of Members or any adjournment thereof, (ii) request a special meeting, or (iii) in order to make a determination of Members for any other proper purpose, the Board of Directors of the Organization shall provide that the Membership books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the Board of Directors shall fail to prescribe a time for which the books shall be closed, the time shall be deemed to be forty-five (45) days prior to the date of such meeting. If the Membership books shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such books shall be closed for at least ten (10) days immediately preceding such meeting. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date is fixed for the original meeting, in which case, the Board of Directors shall make a new determination as provided in this Section.

Section 4.9 VOTING LISTS. The officer or agent having charge of the Membership books shall make, at the earlier of ten (10) days before such meeting of Members or two (2) business days after notice of the meeting, a complete list of the Members entitled to vote at each meeting of Members or any adjournment thereof. The list shall be arranged by Membership groups in alphabetical order, and shall show the address of each Member. For the period beginning the earlier of ten (10) days prior to such meeting or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Organization, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any Member entitled to vote on any action taken at such meeting or his or her agent or attorney during regular business hours and during the period available for inspection. The Membership books shall be prima facie evidence as to the Members entitled to examine such list or to vote at any meeting of Members.

Any Member, his or her agent or attorney, may copy the list during regular business hours and during the period it is available for inspection, provided (i) the Member has been a Member for at least three (3) months immediately preceding the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding Member's interest as a Member, (iii) the Member describes with reasonable particularity the purpose and the list the Member desires to inspect, (iv) the list is directly connected with the described purpose; and (v) the Member pays a reasonable charge covering the cost of labor and material for such copies.

Section 4.10 QUORUM. Fifteen (15) percent of the votes entitled to be cast on the matter by those Members entitled to vote on any matter which may be considered at such meeting and upon which notice has been properly given or for which a Member can vote by virtue of the laws of the state of Colorado, represented in person only (if such Member be a legal entity, such legal entity shall deliver to a living person a proxy that may be only exercised by the party named in such proxy, no other proxies shall be recognized for any purpose), constitutes a quorum of such Members for action on the matter. In the absence of a quorum at any such meeting, a majority of the Members so represented may adjourn the meeting from time to time for a period not to exceed one hundred twenty (120) days without further notice. However, no adjournment may be for more than one hundred twenty (120) days.

At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed in accordance with this Article. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Members whose absence would cause there to be less than a quorum.

Section 4.11 MANNER OF ACTING. If a quorum is present, an action is approved if the votes cast within the voting group favoring the action exceeds the votes cast against the action, and the action so approved shall be the act of the Members, unless the vote of a greater proportion or number or voting by groups or classes is otherwise required by the Colorado Business Corporation Act or by the Articles of Incorporation or these Bylaws. It shall not be necessary to count any Members who fail to vote. Failure to vote shall not be considered an abstention unless the Member failing to vote shall deliver to the individual presiding at the meeting a written notice of his, her or its abstention from voting on a particular matter and the matter from which he, she or it is abstaining.

Section 4.12 VOTING OF MEMBERS. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding Member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Only Individual Members in good standing are entitled to vote unless a vote is required by all the Members under the Colorado Non Profit Corporation Act. Proxy voting shall not be allowed.

Section 4.13 VOTING BY CERTAIN MEMBERS. If the name and signature on a written ballot, consent or waiver corresponds to the name of a Member, the Organization, is entitled to accept the ballot, consent or waiver and give it effect as the act of the Member.

If the name or signature on a vote, consent or waiver does not correspond to the name of a Member or does not appear to be the signature of a Member, the Organization, shall attempt to verify the name and signature with the Member and is nevertheless entitled to accept the vote, consent or waiver and to give it effect as the act of the Member if:

• The Member is an entity and the name signed purports to be that of an officer or agent of the entity;
• The acceptance of the vote, consent or waiver is otherwise proper under rules established by the Organization that are not inconsistent with this Section.
• The Organization is entitled to reject a vote, consent or waiver if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the Member and is unable to verify such signature or authority within seven (7) days.

Neither the Organization nor any of its directors, officers, employees or agents who accepts or rejects a vote, consent or waiver in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

Section 4.14 NO ACTION BY MEMBERS WITHOUT A MEETING. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Members may take no action by written consent. In the event the Articles of Incorporation or Bylaws provide otherwise, any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more original counterparts of written consents describing the action taken, signed by each Member entitled to vote and delivered to the Secretary of the Organization for inclusion in the minutes or for filing with the corporate records. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Organization, unless all writings specify a different effective date, in which case such specified date shall be the effective date for such action. If any Member revokes his or her consent as provided for herein prior to what otherwise would be the effective date, the action proposed in the consent shall be invalid.

Any such written consent and any revocation of written consent by a Member may be received by the Organization by electronically transmitted facsimile, e-mail, or other form of wire or wireless communication providing the Organization with a complete copy thereof, including a copy of the signature thereto. The Member so transmitting such writing shall furnish an original of such writing to the Organization for the permanent record of the Organization but the failure of the Organization to receive for record such original writing shall not affect the action so taken.

The record date for determining Members entitled to take action without a meeting shall be the date the Organization first receives a writing upon which the action is taken.

Section 4.15 VOTING BY BALLOT. Voting on any question may be by voice vote unless the presiding officer shall order or any Member shall demand that voting be by ballot. Voting in any election for members of the Board of Directors shall be by written ballot delivered to those members entitle to vote in accordance with these bylaws.

Section 4.16 NO CUMULATIVE VOTING SINGLE VOTE. No Member shall be permitted to cumulate his or her votes in the election for the members of the Board of Directors or sign more than one ballot.

Section 4.17 WAIVER OF NOTICE. When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to giving of such notice. Such waiver shall be delivered to the Organization for filing with the corporate records.

The attendance of a Member at any meeting shall constitute a waiver of notice, waiver of objection to defective notice of such meeting, or a waiver of objection to the consideration of a particular matter at the Member meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting, the transaction of business at the meeting, or the consideration of a particular matter at the time it is presented at the meeting.

ARTICLE V BOARD OF DIRECTORS

Section 5.1 GENERAL POWERS AND DUTIES. The business and affairs of the Organization shall be managed and directed by its Board of Directors. The Board of Directors shall, at their regular annual meeting, set forth the agenda of the Organization for the coming year, adopt a budget, and mandate and establish the assignments to be executed by the various Standing Committees and shall receive and review the reports of each Standing Committee for the previous year's activity.

Section 5.2 PERFORMANCE OF DUTIES. A Director of the Organization shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board of Directors upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Organization, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Section 5.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the Organization.

Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:

• One or more officers or employees of the Organization whom the director reasonably believes to be reliable and competent in the matters presented;
• Legal counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or
• A committee of the board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or these Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

Section 5.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Organization shall be seven (7). Each director shall be elected by the voting members through a mailed ballot and shall serve a term of three (3) years subject to the following, or until his or her successor shall have been elected and qualified. The terms of the Directors shall be staggered as follows. . In order to transition from the existing board, which currently has thirteen (13), members, the terms of those Directors that are serving at the time these amended and restated bylaws shall serve out the terms to which they are currently directed. For the year 2003, two (2) new Directors shall be elected to replace three (3) of the outgoing directors who shall serve for a term of three (3) years from the date of their election in 2003. In 2004 two (2) additional directors shall be elected to replace those directors whose terms will terminate in 2004 who shall serve for a term of three (3) years beginning in 2004, in 2005 there shall be elected three (3) directors to replace the remaining directors whose term shall expire and such new directors shall serve for a term of three (3) years. In 2006, those directors elected in 2003 terms shall expire and new directors shall be elected and thereafter as each three (3) year term shall expire, elections shall be held to replace such director with an expiring term. During the transition period from the date these bylaws are adopted until a full board shall succeed in accordance with this paragraph, the Board of Directors is authorized to make adjustments on the terms of members so that there term is not extended without their consent.

Directors need not be residents of the State of Colorado but must be Individual Members of the Organization. The Chairperson of the Organization, by virtue of the office, shall be Chairperson of the Board of Directors.

The Board of Directors, may, by a resolution duly adopted, establish two (2) advisory director positions, which Directors shall have no right to vote but shall be invited to attend to provide advice and counsel to the board due to their experience and expertise. Such Directors shall be offered a full indemnification by the Organization in order to assure their serving. Such Directors shall serve a term of not less than one (1) year nor more than three (3) years as directed by the Board of Directors.

Section 5.4 REGULAR MEETINGS. The Board of Directors shall hold an annual meeting within one (1) month of the election of new members but in no event no later than December 31 of any election year. The Board shall hold a semi-annual meeting within nine (9) months after the annual meeting. The annual and semi annual meeting shall be considered Regular Meetings of the Board of Directors.

The Agenda for Regular meetings shall be as follows:

• Call to Order
• Reading of the minutes of the prior meeting and approval.
• Financial reports from the treasurer for the fiscal year to date and overall financial history.
• Old business.
• Review of written or oral reports of Standing Committees regarding their activities and compliance with policy directives for the prior year. This may be done in person by the Committee Chairperson or in writing signed by the Committee Chairperson. The Board may require the attendance of the Committee Chairperson by written notice to such Chairperson.
• Review of any other old business.
• New business.
• Establishing policies, goals and agenda until the next Regular meeting of the Board of Directors including specific committee assignments.
• Establishing dates and times for education seminars and meetings.
• Any other new business that may lawfully come before the Board of Directors.

The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings without notice other than such resolution.

Section 5.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of Chairperson or any three Directors. Such meeting may only be called for a specific purpose and any request shall contain the specific item or items that are to be considered at such Special Meeting. Such a meeting may be held by telephone or other electronic means as set forth in these bylaws. Only those items that are specifically mentioned as the purpose or purposes shall be discussed in such meeting. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them and shall issue notice and set the time for such meeting in accordance with these bylaws.

Section 5.6 NOTICE. Written notice of any special meeting of the Board of Directors shall be given to each of the Directors and such notice shall state the specific purpose or purposes for which the meeting is called, the date, time and place of such meeting and any other information that the Chairperson shall deem necessary. If Notice is delivered electronically by facsimile, telegram or email, Notice shall be deemed delivered to each Director and shall be effective not less than twenty four (24) hours nor more than Seventy two (72) hours prior to the time and date set forth in the notice. If notice is delivered byU.S. Mail to each Director at his or her business address. Such notice shall be deemed delivered four (4) days after such notice is deposited in the United States mail as certified by the Secretary of the Organization. If by personal delivery, overnight courier Such notice shall be deemed delivered forty eight hours (48) after such notice is sent or personally delivered as certified by the Secretary or Chairperson of the Organization whether or not such notice is given on a Saturday, Sunday or holiday, to the residence address of each Director.

Any Director may waive notice of any meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the Director entitled to the notice. The attendance of a Director at any meeting, whether in person or electronically shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In the event a Director attends only a part of the meeting electronically, such attendance shall constitute a waiver of notice for all of such meeting.

Section 5.7 QUORUM. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time. The Secretary or Chairperson shall the members of the Board of Directors of the date and time of the adjourned meeting in accordance with the notice provision. For purposes of the adjourned meeting, a quorum shall be three members of the Board of Directors that actually attend the adjourned meeting who will then have the authority to take whatever action is required in the original notice Section 5.8 MANNER OF ACTING. Except as otherwise required by the Colorado Business Corporation Act or by the Articles of Incorporation, the act of the majority of the Directors present at a meeting at which a quorum is present when a vote is taken shall be the act of the Board of Directors.

Section 5.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS. Unless the Articles of Incorporation or these Bylaws provide otherwise, any action required or permitted to be taken at a meeting of the Board of Directors or any committee designated by said board may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each Director or committee member, and delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action taken under this Section is effective when all Directors or committee members have signed the consent, unless the consent specifies a different effective date. Such consent has the same force and effect as a unanimous vote of the Directors or committee members and may be stated as such in any document.

Section 5.10 PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board of Directors or any Standing Committee Chairperson invited or requested to attend a Board of Directors meeting may participate in a meeting of the Board of Directors by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting for all purposes.

Section 5.11 VACANCIES. Any vacancy occurring in the Board of Directors shall be filled through a recommendation of an active Individual Member in good standing by the Chairperson, which recommendation shall be approved by a majority of the Board of Directors at the next meeting of the Board of Directors. In making such appointment, the Individual Member shall be contacted by the Chairperson prior to such appointment to determine if they will accept such position and accept the responsibilities of such position.

The Individual Member filling the Director vacancy shall hold office until the scheduled date of expiration of term of the replaced Director.

Section 5.12 RESIGNATION. Any Director of the Organization may resign at any time by giving written notice to the Secretary of the Organization. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.13 REMOVAL. Subject to any limitations contained in the Articles of Incorporation, any Director or Directors of the Organization may be removed by a vote of at least five (5) of the Directors voting in favor of such removal at any time, with or without cause, in the manner provided in the Colorado Business Organization Act.

Section 5.14 COMPENSATION. By resolution of the Board of Directors and irrespective of any personal interest of any of the Directors, each Director may be paid for his or her expenses, if any, of attendance at each meeting of the Board of Directors or incurred in association with completing his or her responsibilities. However, no Director shall for any reason of the office be entitled to receive any salary or compensation unless such Director shall perform services that are not directly related to the activities of a Director but are in support of the organization or one of its functions.

Section 5.15 PRESUMPTION OF ASSENT. A Director of the Organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the Director objects at the beginning of the meeting, or promptly upon his or her arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the Director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or (iii) the Director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer or the meeting before its adjournment or by the Organization promptly after the adjournment of the meeting. A Director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the Board of Directors shall not be available to a Director who voted in favor of such action.

ARTICLE VI OFFICERS AND ADMINISTATION

Section 6.1 NUMBER. The officers of the Organization shall be Chairperson, an Executive Vice President, a Vice President of Finance, a Vice President of Education, and a Vice President of Member Services, a Vice President of Publication and an Administrator who may serve as the Secretary each of whom must be a natural person who is eighteen (18) years or older. In the event the Administrator is not appointed as Secretary, the Board of Directors shall elect one of its members to be and perform the duties of Secretary set forth in these bylaws and take minutes at meetings of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be appointed by the Chairperson. No offices may be held by the same person.

Section 6.2 ELECTION AND TERM OF OFFICE. The officers of the Organization to be elected shall be elected annually by the Board of Directors at their annual meeting. Each officer shall hold office for a minimum of one year or until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The Board of Directors shall, in the event of a resignation or removal, call a special meeting to immediately elect a successor.

Section 6.3 REMOVAL. Any officer or agent may be removed by the Board of Directors at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

An officer may resign at any time by giving written notice of the resignation to the Secretary of the Organization. The resignation is effective when the notice is received by the Organization unless the notice specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.4 CHAIRPERSON. The Chairperson shall be the chief executive officer of the Organization and, subject to the control of the Board of Directors, shall preside at all meetings of the Members and of the Board of Directors. The Chairperson shall be a member of the Board of Directors.

Section 6.5 EXECUTIVE VICE PRESIDENT. The Executive Vice President shall be the Chief Operating Officer of the Organization and shall manage the day-to-day affairs the Organization. He or she shall be responsible for insuring that the actions and directions of the Board of Directors is carried out by the appropriate persons or Standing Committees and shall present an annual report of the work of the Organization. He or she may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Organization, or shall be required by law to be otherwise signed or executed. He or she will see that all books, reports and certificates as required by law are properly kept and/or filed, may sign checks and drafts of the Organization in accordance with the budget adopted by the Board of Directors and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.

The Executive Vice President shall serve a minimum of a one (1) year term...same for all vice presidents.

Section 6.6 ADMINISTRATOR. The Board of Directors may hire or direct the Executive Vice President to hire an Administrator. The duties of the Administrator will be to serve as the Secretary of the Organization and as such shall:

• Prepare and maintain as permanent records the minutes of the proceedings of the Members and the Board of Directors, a record of all actions taken by the Members or Board of Directors without a meeting, a record of all actions taken by a committee of the Board in place of the Board of Directors on behalf of the Organization, and a record of all waivers of notice and meetings of Members and the Board of Directors or any committee thereof,
• Ensure that all notices are duly given in accordance with the provisions of these Bylaws and
  as required by law,
  • (c) serve as custodian of the corporate records and the seal of the Organization and affix the seal to all documents when authorized by the Board of Directors,
  • (d) keep at the Organization's registered office or principal place of business a record containing the names and addresses of all Members in a form that permits preparation of a list of Members that is alphabetical and shows the address of each Member,
  • (e) maintain at the Organization's principal office the originals or copies of the Organization's Articles of Incorporation, Bylaws, minutes of all Members' meetings and records of all action taken by Members without a meeting for the past three (3) years, all written communications within the past three (3) years to Members as a group, a list of the names and business addresses of the current Directors and officers, a copy of the Organization's most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the Organization's assets and liabilities and results of operations for the last three (3) years, have general charge of the Membership books of the Organization.
• Authenticate records of the Organization,
• File any certificates required, and
• In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairperson or by the Board of Directors.

The Directors or Members may respectively designate a person other than the Administrator to keep the minutes of their respective meetings.

Any books, records, or minutes of the Organization may be in written form or in any form capable of being converted into written form within a reasonable time.

The Administrator shall not be a member of the Board of Directors. The Administrator shall be paid a salary commensurate with the duties of such office as may be negotiated by the Executive Vice President and consistent with the Budget allowance adopted by the Board of Directors for such position.

Section 6.7 VICE PRESIDENT OF EDUCATION. The Vice President of Education shall be the Chairperson of the Standing Committee for Education described in Article VII. As such, he or she shall chair all meetings of the Standing Committee and shall be directly responsible to the board to implement the policies and procedures mandated by the Board of Directors. Part of such policies and procedures will be to establish continuing education programs at least annually to be held for Members and others in the pharmaceutical industry and professional organizations. He/she shall help develop mechanisms to oversee the formal education program of PPAG.

Section 6.8 VICE PRESIDENT OF FINANCE. The Vice President of Finance shall:

• Serve as the Chairperson of the Standing Committee on Fundraising and as such, together with the Committee members shall develop methods of fundraising to provide revenues to the Organization
  in order to meet the budget requirements mandated by the Board of Directors in accordance with the budget requirement of the Organization. The Vice President shall together with the Committee and its members personally oversee a method of aggressively targeting potential sources to provide funds for the Organization.
• In addition the Vice President of Finance shall serve as the Treasurer and as such shall have charge and custody of and be responsible for all funds and securities of the Organization;
• Receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws;
• Be one of the officers who shall sign checks of the Organization; and
• In general, perform all of the duties incident to the office of Treasurer and such other duties as
  from time to time may be assigned to him or her by or by the Board of Directors.

Section 6.9. VICE PRESIDENT OF MEMBERSHIP SERVICES. The Vice President of Membership Services shall act as the Chairman of the Membership Services Committee and as such will be responsible for insuring dues are paid, to poll members to assess their needs, requirements and expectations, to review classes of membership in order to determine that all sectors of pediatric pharmacy are served by the Organization, and to assist the Board of Directors in setting dues and other matters that concern membership requirements, expectations and services.

Section 6.10. VICE PRESIDENT OF PUBLICATIONS. The Vice President of Publications shall act as the chairperson of the Standing Committee on Publications and as such shall implement the policies and assignments of the Board of Directors. The Vice President shall be responsible for making certain all publication promulgated by or directed by the Board are timely published and distributed and shall, together with the members of the Committee, solicit appropriate articles and topics for publication in newsletters and journals consistent with the purposes of the Organization.

Section 6.11 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Organization shall give bond to the Organization in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of his or her respective duties and offices.

ARTICLE VII STANDING COMMITTEES

Section 7.1 DESIGNATION OF STANDING COMMITTEES. There shall be established as regular Standing Committees of the Organization, a Standing Committee for Fundraising, a Standing Committee for Education, a Standing Committee for Membership and a Standing Committee for Publications. The Board of Directors by resolution adopted by a majority of all Directors in office, may establish additional committees for addition purposes that do not overlap or conflict the powers and purposes of the Standing Committees. Committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. The members of a Committee shall be selected from the Membership of the Organization.

Section 7.2 FUNDRAISING COMMITTEE. The Fundraising Committee shall be chaired by the Vice President of Finance who shall select not less than three (3) members from the Membership to assist him or her. The Committee shall meet, either in person or electronically, on a regular basis to implement a plan for fundraising and to assign Members and members of the Committee to contact various fundraising sources. The Board of Directors shall provide to the Fundraising Committee general goals to enhance the revenue of the Organization. It shall be the duty and responsibility of the Fundraising Committee to plan, prepare, and contact various groups, industry representatives, other non-profit organization to obtain the funding requested by the Board of Directors. The Vice President of Finance shall prepare a written report addressed to the Board of Directors and submit same thirty (30) days prior to the annual and semi annual meeting of the Board. The Report shall detail, the funds raised by the committed for the previous period from the last Board of Directors meeting, individuals, groups and industries contacted, the plan of the Committee to solicit additional funding and an estimate of funds that will be raised by the fundraising plan and an estimate of funds that will be required by the Committee to promote and continue its work for budgetary purposes.

Section 7.3. EDUCATION COMMITTEE. The Education Committee shall be chaired by the Vice President of Education who shall select not less than three (3) members from the Membership to assist him or her. The Committee shall meet, either in person or electronically, on a regular basis to implement a plan for seminars and the preparation and dissemination of educational material and to assign Members and members of the Committee to contact various individuals and sources to assist in holding seminars. The Board of Directors shall provide to the Education Committee with goals to enhance the education purposes of the Organization. It shall be the duty and responsibility of the Education Committee to plan, prepare, and qualify education events and materials so that it qualifies for continuing education credit. The Vice President of Education shall prepare a written report addressed to the Board of Directors and submit same thirty (30) days prior to the annual and semi annual meeting of the Board. The Report shall detail, the seminars and educational material developed over the previous years and estimate of funds that will be necessary for budgeting purposes to pay for the seminars, in addition to any funds raised through fees and charges to the Members and general public for attending such sessions, and materials and such other matters.

Section 7.4. MEMBERSHIP COMMITTEE. The Membership Committee shall be chaired by the Vice President of Membership who shall select not less than three (3) members from the Membership to assist him or her. The Committee shall meet, either in person or electronically, on a regular basis to implement a plan to ensure that existing Members renew their membership and to increase the number of dues paying members. The Board of Directors shall provide to the Membership Committee general goals to maintain and increase the Membership of the Organization. It shall be the duty and responsibility of the Membership Committee to plan, prepare, and contact various groups, industry representatives, hospitals and clinics to inform them of the benefits of membership and solicit membership. The Vice President of Membership shall prepare a written report addressed to the Board of Directors and submit same thirty (30) days prior to the annual and semi annual meeting of the Board. The Report shall detail, the results of the Membership promotional activities and the nature of same for the previous period from the last Board of Directors meeting, individuals, groups and industries contacted, the plan of the Committee to solicit additional members and an estimate of funds that will be required by the Committee to promote and continue its work for budgetary purposes

Section 7.5. PUBLICATION COMMITTEE. The Publication Committee shall be chaired by the Vice President of Publication who shall select not less than three (3) members from the Membership to assist him or her. The Committee shall meet, either in person or electronically, on a regular basis to implement a plan to the nature and kind of publications which the Organization will distribute, the nature and kind and cost of such publications, select and contact potential advertisers to defer the costs, the frequency of such publications, solicit articles and submit publications to the membership on a regular basis. The Board of Directors shall provide to the Publishing Committee general standards for the types and regularity of the publication and a budget for such committee. The Vice President of Publication shall prepare a written report addressed to the Board of Directors and submit same thirty (30) days prior to the annual and semi annual meeting of the Board. The Report shall attach all publications and detail, the publications for the previous period from the last Board of Directors meeting, individuals, groups and industries contacted, the plan of the Committee for future publication and the revenues generated from advertising and other sources and an estimate of funds that will be required by the Committee to promote and continue its work for budgetary purposes.

Section 7.6. TERM. A member of a Committee shall serve for a term as established by the Chairperson for that member but not less than one (1) year.

Section 7.7 QUORUM. A majority of the members of a Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present when a vote is taken.

Section 7.8 INFORMAL ACTION BY A COMMITTEE. Any action required or permitted to be taken by a Committee at a meeting may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all of the members of the Committee entitled to vote with respect to the subject matter thereof.

Section 7.9 VACANCIES. Any vacancy in a Committee may be filled by appointment by the Chairperson
of that Committee.

Section 7.10 RESIGNATIONS AND REMOVAL . Any member of a Committee may be removed at any time with or without cause by the Chairperson of any Committee. Any member of a Committee may resign from the Committee at any time by giving written notice to the Chairperson or Secretary of the Organization, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.11 PROCEDURES. Each Committee may fix its own rules of procedures that which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and such minutes shall be provided to the Secretary and available for review by any member of or by the entire Board of Directors for its information.

Section 7.12 NOMINATING COMMITTEE. Prior to each election the Chairperson shall appoint a three (3) member Nominating Committee. At least one (1) member of the committee, who shall act, as Chairperson of the committee, shall be a member of the Board of Directors. The Nominating Committee shall contact individuals that are suggested to it or who have indicated an interest in serving as a Board Member or as an Executive Officer and provide each with a questionnaire. The Committee or a member may interview potential nominees. The information shall be collated and submitted by the Committee at the Board of Directors semi- annual meeting for discussion and review. From such list, the Board of Directors shall select at least two (2) but no more than four (4) individuals for nomination to open Directorships. The remaining individuals will be nominated to various open executive positions that are then open for approval and discussion at the annual meeting of the Board of Directors. The slate of Directors shall be reduced to a Ballot which shall be presented to the Organization by mail ballot by May 1 of each year commencing the year following the adoption of these revised bylaws.

ARTICLE VIII CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 8.1 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

Section 8.2 LOANS. No loans shall be contracted on behalf of the Organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 8.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 8.4 DEPOSITS. All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX FISCAL YEAR

The fiscal year of the Organization shall end on the last day of July in each calendar year.

ARTICLE X CORPORATE SEAL

The Board of Directors may authorize the use of a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Organization and the state of incorporation and the words "CORPORATE SEAL."

ARTICLE XI AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a not less than a vote of five (5) Directors present at any meeting of the Board of Directors of the Organization at which a quorum is present when a vote is taken.

ARTICLE XII DUES

From time to time the Membership dues may be set by the Board of Directors and Membership shall lapse after a sixty (60) day grace period.

The Emergency Bylaws provided in this Article XIII shall be operative during any emergency in the conduct of the business of the Organization resulting from a catastrophic event causing a quorum of Directors to be not readily obtained as a result thereof, notwithstanding any different provision in the preceding Articles of the Bylaws or in the Articles of Incorporation of the Organization or in the Colorado Business Corporation Act. To the extent not inconsistent with the provisions of this Article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative.

During such emergency:

• A meeting of the Board of Directors may be called by any officer or Director of the Organization. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the Directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.
•   At any such meeting of Board of Directors, a quorum shall consist of the number of Directors in attendance at such meeting.
• The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.
• The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Organization shall for any reason be rendered incapable of discharging their duties.
• No officer, Director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct.

These emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the Members, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

I hereby certify that the foregoing Bylaws, consisting of nineteen (20) pages, including this page, constitute the Bylaws of The Pediatric Pharmacy Advocacy Group, adopted by the Board of Directors of the Organization as of: July 16, 2003

Signed: __________________________
             Chairperson

            Sherry Luedtke
            __________________________
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