Parenteral Drug Association Inc

“The executive committee consists of the elected officers, immediate past chairman, and president. It shall act on behalf of the board of directors in the operation of the association and shall have such authority as may be established from time to time by the board of directors.”

“The association has individual members. The association does not have any stockholders.”

“Pda's global membership is eligible to vote to elect pda's board of directors. The process is as follows: a nominating committee, consisting of the chairman, chairman-elect, and immediate past chairman, submits to the board of directors a slate with (2) nominated candidates for each officer position and (2) nominated candidates for each elected director position. The board of directors then votes to select 1 candidate for each open officer position and 2 for directors to send to the full membership for voting. An electronic ballot containing the names of all candidates for election, with provision for a "write-in" candidate for each position to be filled, is then provided to each association member entitled to vote.”

“Bylaws amendment process: each proposed amendment of pda's bylaws, approved by vote of at least twelve (12) directors, shall be submitted with a ballot to all pda members entitled to vote. A proposed bylaws amendment shall become effective upon receiving a two-thirds (2/3) "yes" vote of the member ballots received.”

“The form 990 is reviewed by the president and executive committee members. The form 990, in pdf file format, is then provided to the full governing body (board of directors) prior to filing.”

“From pda's conflict of interest policy: 1. Duty to disclose in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. B. The chairperson of the governing board or committee shall, if appropiate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C. After exercising due diligence, the governing board or committee shall determine whether pda can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in pda's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the conflict of interest policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. B. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. The conflict of interest policy does mention family and business relationships as sources for potential conflicts.”

“The association uses the following methods to determine the compensation of the president/ceo and other key employees: compensation committees, compensation study or survey, and approval by the board or compensation committee. These methods are used to ensure compensation in within fair market value range for the industry.”

“Association bylaws, conflict of interest policy and financial statements are maintained and available to the association's governing bodies and members. Financial statements are available to the public upon request.”

“Operating lease expense 944,277. Contract resource 2,219,563.”