Academy of Clinical Research Professionals

“SECTION 1. GENERAL - The Academy shall have two (2) classes of members (the "Members"): nonprofit organization(s) (the "Institutional Member(s)") and individual certificants (the "Individual Members"). Membership eligibility qualification shall be determined by the Board, in its sole discretion. SECTION 2. NONPROFIT ORGANIZATION(S) - The number of Institutional Members of the Academy shall be one (1). The sole Institutional Member who shall be a member of the Academy shall be the Association of Clinical Research Professionals (hereinafter referred to as "ACRP"), an Ohio nonprofit corporation that is exempt from federal income tax under Section 501(c)(3) of the Code, or its successor in interest. The Institutional Member, by action of its governing board, shall be entitled to vote on any matter submitted to a vote of the Members of the Academy. SECTION 3. INDIVIDUALS - The Individual Members of the Academy shall be limited to current certificants in good standing of the Academy. A current certificant in good standing of the Academy shall be ipso facto an Individual Member of the Academy, without payment to the Academy of further consideration. Other than the right to vote in an election of Trustees in accordance with Article V, Section 2.C or as required under the Act, Individual Members of the Academy shall not be entitled to notice of or to vote on any matter submitted to a vote of the Members of the Academy. SECTION 4. OTHER MEMBERSHIP CLASSIFICATIONS - The Board may from time to time establish one (1) or more non-voting, non-office-holding classes of membership in the Academy. The terms and conditions of such membership classifications shall be determined and defined by the Board in its sole discretion; provided, however, that no such membership classifications shall have the right to vote or hold office in the Academy. Such classes of membership may be established as appropriate for recognition, patrons, or for interested non-professionals.”

“All elected trustees shall be elected by the affirmative vote of the certificant members provided that at a quorum is represented through an electronic ballot. Alternatively, elections may be held in person, at an annual meeting or special meeting, provided that a quorum of certificant members is present at such meeting.”

“The election of the trustees to the board is subject to approval of the members of the academy.”

“The draft version of the form 990 is posted to the board section of the association's online community. Access to this section of the online community is restricted to board members and association staff only. The board members are notified by email with a link to the board section of the online community that it is available for their review and will remain there for a period of time. They are instructed to contact the director of finance with questions. They are also instructed not to print and/or distribute the document as it is only a draft version.”

“All members of the academy's board of trustees are required to complete the conflict of interest questionnaire. The completed questionnaires are reviewed by acrp management for items that may require further investigation.”

“The academy's bylaws are provided as a pdf document on the acrp website in the "certification--about the academy" section. The academy's annual financial statements are available on the acrp website to members only. Members are provided a login and password to log into this section of the website.”

“Organization's significant changes to its governing documents: 1) Authority/Qualification/Composition/Duties of Board of Trustees: Clarified the Board's role with respect to code of ethics enforcement, i.e. the Board should hear any appeal of ACRP Ethics Committee decisions as related to Certificant Members. Restated/Clarified the number of voting and non-voting members of the Board using traditional bylaws language. Clarified that a Trustee may be removed by a majority vote of the Board of Trustees. Clarified that Board action by unanimous consent may be taken electronically. 2) Authority/Qualification/Composition/Duties of Officers: Clarified that the Chair shall be entitled to one vote on the Board as a Trustee. Clarified that the Vice Chair shall be entitled to one vote on the Board as a Trustee. Clarified that the Immediate Past Chair shall be entitled to one vote on the Board as a Trustee. Added that the Board may designate corporate officers of the Board. 3) Role of Membership in Governance: Clarified when the annual meeting of the membership may be held and how members may participate in a meeting of the membership. 4) Voting Rights/Quorum: Clarified that any action required to be taken at a meeting of the membership may be taken without a meeting if duly approved by written mail, electronic mail, facsimile (telecopier), or electronic ballots of the membership. Removed requirement that action taken by members without a membership meeting must be approved by all members.”