BYLAWS OF THE

PHARMACY PROFESSIONALS OF CALIFORNIA

POLITICAL ACTION COMMITTEE

ARTICLE I – NAME

The name of this voluntary political action committee shall be the Pharmacy Professionals of
California Political Action Committee, aka PPC-PAC (hereinafter referred to as “PPC-PAC”).

ARTICLE II – PURPOSE

It is the purpose of the PPC-PAC to do the following:

a. To establish a continuing political campaign fund managed and operated in accordance

with the terms of these Bylaws and not controlled by any candidate or affiliated with any
political party;

b. To receive those voluntary contributions from a person, corporation, labor union, or

organization (hereinafter referred to as “Contributor”) interested in promoting the
political purposes for which the PPC-PAC funds may be expended hereunder;

c. To finance political efforts supporting California state and local officeholders, candidates
or committees that benefit the public by improving and protecting the health and welfare
for all people of California;

d. To within the limitation set forth herein, give to the PPC-PAC Board of Directors full
discretion as to the manner in which funds are managed and distributed.

ARTICLE III – PRINCIPAL OFFICE

The principal office of the PPC-PAC shall be located at the address as set forth in the Political
Reform Act of 1974 (Proposition 9) registration statement (FPPC Form 410), or the most recent
amendment thereof.

ARTICLE IV – MEMBERSHIP

There shall be no members of the PPC-PAC. Any reference to members shall mean Contributors
who have voluntarily chosen to make a contribution to the PPC-PAC in support of the purposes
of the PPC-PAC. Contributors have no rights as a result of their contribution and the PPC-PAC
may refuse to accept any contribution, with or without reason.

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ARTICLE V – BOARD OF DIRECTORS

The overall responsibility for the PPC-PAC shall be housed in a Board of Directors composed of
seven Directors.

Section 1. Number, Powers, and Limitations of Directors: The composition of

PPC-PAC Board of Directors shall include: President, President-elect, Secretary,
Treasurer, and three Directors. The Board of Directors shall exercise its independent
authority in carrying out the purposes and activities of the PPC-PAC. The Board of
Directors shall meet as often as is necessary to conduct the overall business and affairs of
the PPC-PAC.

A majority of the members of the Board of Directors shall not serve as a majority of the
members or decision-makers for any other state or local political action committee. This
provision shall not require any member of the Board of Directors to disclose his or her
affiliations or memberships to any other member.

No candidate for state or local elective office or current elected officeholder of a state or
local office shall serve as a member of the Board of Directors if that would require the
PPC-PAC to identify itself as a “controlled committee” under California Government
Code § 82016.

Any member of the Board of Directors may be removed by a two-thirds vote of the other
members of the Board of Directors present and voting.

The Board of Directors may make use, and may engage the services, of such consultants
(specifically including, but not limited to, persons and entities registered as lobbyists and
as lobbyist employers, respectively, under the Political Reform Act of 1974, as amended)
for the purpose of advising them in connection with carrying out their duties.

The Board of Directors shall have the power to do all acts necessary to effectuate the
purposes of this PPC-PAC, subject to the limitations and consistent with the provisions of
these Bylaws and all applicable laws and regulations. All votes of the Board of Directors
shall be by majority vote except as otherwise provided.

In a situation of urgency that occurs between meetings of the Board of Directors, when it
appears that, if available, the Board of Directors would decide to make a contribution, the
President of the Board of Directors may authorize a contribution, but not to exceed
$2,000.

Section 2. Appointments: Each Director must be, both at the time of his or her
appointment and throughout his or her term as such Director, a Member of the California
Society of Health-System Pharmacists as defined in Article IV, Section 1 of the Bylaws
of the California Society of Health-System Pharmacists. In the event that a Director of

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 the PPC-PAC ceases to be a Member of the California Society of Health-System
Pharmacists, his or her position on the PPC-PAC shall immediately cease automatically,
and shall be vacant.

The appointments of the PPC-PAC Board of Directors are to be made as follows:

i. President: The President of the PPC-PAC shall be the President of the

California Society of Health-System Pharmacists as defined in the Bylaws
of the California Society of Health-System Pharmacists.

ii. President-elect: The President-elect of the PPC-PAC shall be the

President-elect of the California Society of Health-System Pharmacists as
defined in the Bylaws of the California Society of Health-System
Pharmacists.

iii. Secretary: The Secretary of the PPC-PAC shall be the Executive Vice
President/Chief Executive Officer of the California Society of Health-
System Pharmacists.

iv. Treasurer: The Treasurer of the PPC-PAC shall be J. Richard Eichman.

v. Directors: The three Directors of the PPC-PAC shall be the California

Society of Health-System Pharmacists’ Government Affairs Advisory
Committee Board Liaison, Chair, and Chair-elect.

Section 3. Terms and Resignations: Each Director shall serve for a period of one-
year or until his or her successor takes office, whichever occurs first. The term of the
Directors selected shall commence on January 1 of the succeeding calendar year.
Directors may be selected to successive one-year terms as such Directors.

Any Director may resign at any time by giving written notice to the PPC-PAC President.

Section 4. Vacancies: A vacancy or vacancies on the Board of Directors shall remain

vacant until the position(s) can be filled by appointment as indicated in Article 5, Section
2 of these Bylaws. A vacancy or vacancies on the Board of Directors shall be deemed to
exist on the occurrence of any of the following: (1) the death, resignation, or removal of
any Director; (2) the declaration by resolution of the Board of Directors of a vacancy in
the office of a Director who has been declared of unsound mind by an order of court, has
been convicted of a felony, or has been found by final order of judgment of any court to
have breached, with respect to the PPC-PAC, a duty as specified in Sections 7230 and
following the California Non-Profit Corporation Law; (3) the action of the PPC-PAC
President to remove a Director; (4) the increase of authorized number of Directors; (5)
the failure of the PPC-PAC President to designate Directors to fill all of the positions on
the board with respect to which vacancies then exist or will exist on the subsequent
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 January 1; (6) the removal by a Director by his or her relocating out of the state of
California; or (7) the Director is no longer an Active Member of the California Society of
Health-System Pharmacists.

ARTICLE VI – OFFICERS

The officers of the PPC-PAC shall be a President, President-elect, Secretary, and Treasurer. The
duties of the officers shall include the following:

a. President: The President shall preside at all meetings of the Board of Directors and
perform or cause to be performed such other tasks or duties as are assigned by the Board
of Directors. The President shall appoint all members and chairs of committees approved
by the Board of Directors. In the absence or disability of the President, the President-
Elect, and in his or her absence, a Director shall act as President of the PPC-PAC and
fulfill the duties of the President as previously described.

b. President-elect: The President-elect shall perform or cause to be performed all other

duties that may be prescribed by the Board of Directors.

c. Secretary: The Secretary shall keep, or cause to be kept, a book of minutes of all
meetings of Directors with the time and place of holding, whether regular or special. The
Secretary shall keep, or cause to be kept, a membership record containing the name,
address of each Director and the dates when they become Directors. The Secretary shall
give, or cause to be given, notice of all meetings of the Board of Directors, he or she shall
keep, or cause to be kept, all other books, records and papers of the PPC-PAC and shall
have such other powers and perform such other duties as may be prescribed by the Board
of Directors or these Bylaws.

d. Treasurer: The Treasurer of the PPC-PAC, subject to the control of the Board of
Directors, shall have power to receive contributions and make expenditures (including
loans in connection therewith), and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws. The Treasurer shall ensure that the
PPC-PAC is properly organized as a “committee” under Proposition 9, including but not
limited to, registering pursuant to Government Code Section 84101, and filing campaign
statements pursuant to Government Code Section 84200 et seq.

All contributions shall be received in accordance with the provisions of Government

Code Sections 84306 and 84307 to ensure that all Contributors, and intermediaries of the
Contributors, have provided adequate identification as required for the campaign
statements. The Treasurer shall keep such books as required by the Government Code
Section 84104. The Treasurer shall timely file federal and California income tax returns
that may be required, if the PPC-PAC earns sufficient income in any calendar year.

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 The PPC-PAC shall hold harmless the Treasurer, any Officer, or any member of the
Board of Directors from any civil liability and/or late penalties rendered against, or owed
by the Treasurer or the PPC-PAC on account of any action taken on behalf of the PPC-
PAC, unless the Treasurer or officer or member intentionally violated the statute or was
totally neglectful of the Treasurer duties. This mandatory hold-harmless provision shall
not extend to any professional treasurer or advisor, accountant or attorney retained by the
PPC-PAC. Notwithstanding the above, the Board of Directors may pay such fines or
judgments in its own discretion, regardless of the motivation of the Treasurer, Officer, or
Director.

ARTICLE VII – EXECUTIVE COMMITTEE

The routine business and affairs of the PPC-PAC may be conducted by an Executive Committee
consisting of the President, President-elect, and Secretary.

The Executive Committee shall have the power to do all acts necessary to effectuate the purposes
of the PPC-PAC, subject to the limitations and consistent with the provisions of these Bylaws
and applicable California and federal laws and regulations. All votes of the Executive
Committee shall be by voice vote or written vote and may be taken with or without a meeting.

The Executive Committee shall have the power to act on behalf of the Board of Directors when
actions must be taken between regular Board meetings, with such actions subject to ratification
by the Board of Directors at its next subsequent meeting. The Executive Committee shall report
all actions taken on a regular and timely basis to the Board of Directors.

The Executive Committee shall also serve as the core group of any subcommittee making
political contribution recommendations.

ARTICLE VIII – OPERATIONS

The operating year for the PPC-PAC shall be the calendar, namely from January 1 through
December 31.

The PPC-PAC shall not make, and it is prohibited from making, contributions or any other
expenditures in any federal election. It is the purpose of this organization to support and to take
interest only in California state offices and candidates therefore.

ARTICLE IX – OWNERSHIP OF FUNDS

At no time during the existence of this PPC-PAC may any Contributor revoke his or her
contribution, or the expended portion thereof, as it relates to each Contributor, nor withdraw any
of the then undistributed funds that were placed in the PPC-PAC by the Contributor.
Contributed funds shall become the property of the PPC-PAC upon receipt. The Board of

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Directors shall provide any contributor, upon written request, a copy of any campaign statement
filed by the PPC-PAC.

ARTICLE X – DURATION

The PPC-PAC shall be dissolved and cease to exist as a political action committee upon a two-
thirds vote of the Board of Directors, or upon all funds of the PPC-PAC having been spent, and
thereupon a termination report having been filed with Secretary of State as required by law. Any
funds remaining upon dissolution shall be disposed of in accordance with applicable law.

ARTICLE XI – AMENDMENTS

These Bylaws may be amended by majority vote of the Directors at any meeting of the Board of
Directors, provided that the Board of Directors has been given 30 days written notice of the
proposed amendments.

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