BYLAWS
ARTICLE 1.
TITLE
The name of the
Society shall be the American
Veterinary Medical History Society.
ARTICLE 2.
OFFICERS
The officers of
this non-profit corporation shall be the president, the past president,
president-elect, and a secretary/treasurer, who collectively shall constitute
the Executive Committee.
ARTICLE 3.
PURPOSES AND OBJECTIVES
Section 1. This non-profit corporation is formed for the purpose of education, research and service in the field of veterinary medical history.
Section 2 The
objectives are:
(1)
To become aware of published and unpublished materials and artifacts pertaining
to the history of veterinary medicine and health care of animals in North and
South America.
(2)
To promote research and study on veterinary medical history and related topics.
(3)
To communicate information about the history of veterinary medicine, in part
through publication of a journal/newsletter and through seminars/meetings.
(4)
To serve as a resource for persons and groups seeking information about the
history of veterinary medicine.
(5)
To develop and distribute educational materials on the history of veterinary
medicine
(6)
To assess the role of veterinarians in society and to study their impact on
animal and human medicine and scientific research.
(7)
To develop and establish rapport with other national and international medical
history societies.
ARTICLE 4.
MEMBERSHIP
Section 1. The
classes of membership shall be:
(1)
Active membership
(2)
Associate membership
(3)
Honorary membership
Section 2.
Qualifications for Membership
(1)
A person may become an active member if he/ she is a member of the Veterinary
Medical Association or holds an academic degree, and has an interest in
Veterinary Medicine.
(2)
The spouse of an active member may be an active member also.
(3)
A person may become an associate member who is not otherwise qualified to
become an active member, upon payment of annual dues
(4)
An associate member may be elected to active membership by the active members.
(5)
A person may be elected to honorary membership by a majority vote of the Board
of Directors which shall be guided in its deliberations of the given person's
contributions in the areas identified in Article 3.
Section 3.
Voting and Office Privileges
(1)
Only active members shall be eligible to vote.
(2)
Only active members shall be eligible to hold office.
(3)
Associate and honorary members shall have the same rights and privileges as
active members, except that no associate or honorary member may hold office or
vote in any matter
Section 4. Dues
(1)
Annual dues shall be established by the Board of Directors.
(2)
Special dues categories may be established for students in colleges and schools
of veterinary medicine.
(3)
Special dues categories may be established for active members, such as
"Supporting Member" and "Life Member."
Section 5.
Liability
Members
and directors of this Society shall not be personally liable for the debts or
obligations of the corporation.
Section 6.
Transfer of Membership
No
member shall transfer his/her membership to another person
Section 7.
Removal of Member
Any
member or director of the Society may be removed by a two/thirds vote of the
membership at a regular or special meeting. Notice of such proposed removal
shall be given to that member or director sought to be removed at least 30 days
before the meeting at which the question is voted on.
ARTICLE 5.
BOARD OF DIRECTORS
Section
1.Composition and Duties
The
Board of Directors shall consist of the officers (Executive Committee-see
Article 8, Section 1) and four at-large members, with as broad a geographic
representation as feasible. Except as provided by law, the Board shall exercise
the powers of the corporation, conduct its business affairs, and make
appropriate delegations of authority.
Section 2.
Qualifications
All
Board members shall be active members of the Society, each elected by a
majority vote of the Society membership at the annual meeting.
Section 3.
Terms of Office
The
President and President-Elect shall be elected for a one-year term, and the
latter shall succeed the President at the conclusion of the annual meeting. The
Secretary and Treasurer and At-Large Directors shall be elected for two-year
terms. Should a vacancy occur, the unexpired term may be filled by majority
vote of the remaining Directors.
Section 4.
Minutes
The
Board of Directors shall keep a record of its proceedings and shall give at the
annual meeting of the Society an Annual Report concerning the activities of the
Society for the preceding year.
Section 5.
Reimbursement of Reasonable Expenses
Reimbursement
of reasonable expenses shall be determined by a majority vote of the Board of
Directors
Section 6.
Voluntary status
The
members of the Board of Directors shall serve in a non-salaried voluntary
capacity.
Section 7.
Duties of Board Members
(1)
The Chair (chairman, chairperson) of the Board shall be the President of the
Society and shall exercise the duties and responsibilities pertaining to that
office.
(2)
Vice-Chairperson. The Vice-Chairperson/President-Elect shall perform such
duties as may be assigned by the Chair. In the absence of the Chair or in the
event of his/her disability, inability, or refusal to act, the Vice-Chairperson
shall perform the duties of the Chair, with full powers thereof
(3)
Secretary and/or Treasurer may be either one or two persons.
(4)
Secretary. The Secretary shall provide for the keeping of the minutes of all
meetings of the Board, Board Committees, and members of the Society. The
Secretary shall give or cause to be given appropriate notices in accordance
with these bylaws or as required by law, and shall act as custodian of all Society
records and reports, and of the Society seal or logo, assuring that it is
affixed, when required by law, to documents executed on behalf of the Society.
The Secretary shall perform all duties incident to the office and such other
duties as may be assigned from time to time by the Chair. The Secretary shall
be responsible for all publications of the corporation.
(5)
Treasurer. The Treasurer shall cause to be kept correct and accurate accounts
of the properties and financial transactions of the corporation and in general
perform all duties incident to the office. The Treasurer shall also keep, or
cause to be kept, a roster showing the names of current members of the Society
and their addresses, and make this roster available to other officers.
(6)
At-Large Members of the Board. The at-large Members of the Board shall assist
in recruiting members for the Society and soliciting articles for publication.
(7)
The Editor shall be selected by the Board of Directors for period of three
years. For handling subscription collections, publications charges,
distribution of publications, and other business affairs relating to them he
may be assisted by an Associate Editor who shall be approved by the Board.
ARTICLE 6.
VOTING
Each director
and active member shall be entitled to one (1) vote and may not vote by proxy
Voting may be done by mail, ballot, voice, open showing of hands or standing,
or telephone.
ARTICLE 7.
HEADQUARTERS
The office for
the transaction of business shall be as designated by the Board of Directors.
ARTICLE 8.
STANDING COMMITTEES
The Society
shall have the following standing committees. Executive Committee and
Nominating Committee. Other committees may be appointed by the Board or by the
President, for purposes approved by the Board of Directors.
Section 1.
Executive committee.
The
Executive Committee shall be composed of the Chair of the Board/President as
chairperson, the Past-president, President-Elect, and the Secretary and/or
Treasurer.
Section 2.
Nominating Committee.
The
Nominating Committee shall be appointed by the Board of Directors for the
purpose of nominating new members of the Board of Directors.
ARTICLE 9.
MEETINGS OF THE MEMBERS AND DIRECTORS
Section I.
Annual Meeting
The
Annual Meeting shall be held for the purposes of electing new directors,
reporting on the affairs of the Society, and transacting such other business as
may properly come before the meeting. Notice of the time and place of the
meeting shall be given to the total membership at least 30 days in advance by
the Secretary.
Section 2.
Order of Business
The
order of business of the annual meeting shall be as follows:
1.
Call to order
2.
Roll Call
3.
President's Address
4.
Presentation of Minutes
5.
Rules and procedures
6.
Nominations for Honorary Membership
7.
Introduction of Guests
8.
Officers' Reports
9.
Committee Reports
10.
Amendment to the Constitution and Bylaws
11.
Election of officers and Directors
12.
Unfinished Business
13.
New Business
14.
Adjournment
Section 3.
Special Meetings
The
Chair of the Board or 50% of the Board may, for stated purposes, call a Special
Meeting. Notice of the time and place of the meeting shall be given to the
membership at least 30 days in advance by the Secretary/Treasurer.
Section 4.
Committee Meetings
Meetings
will be held as often as the chair of the committee deems necessary in order to
accomplish the objectives of the committee.
Section 5.
Quorum
(1)
At any meeting of the membership of the Society, those active members present
in person shall constitute a quorum.
(2)
A quorum of the Board of Directors shall be constituted if a majority of its
members is present, including at least one officer from the Executive
Committee-
(3)
In the instance of committees, a quorum shall be constituted if one half of the
members of said committee is present, including the chairperson or his/her
designate.
Section 6.
Telephonic Meetings
All
meetings provided for herein may be held by telephone or similar communications
equipment if all participants can hear each other at the same time.
Participation by such means shall constitute presence in person at the meeting.
Section 7.
Meetings of the Board of Directors
Meetings
shall be held immediately after each annual meeting of the membership, and at
other times designated by the Chair
ARTICLE 10.
STAFF
It shall be the
responsibility of any paid professional staff to carry out the objectives of
the Society, under the guidance and authority of the Board of Directors.
ARTICLE 11 SEAL
OR LOGO
The Board of
Directors may provide for a Society seal or logo in such form and with such
inscription as it shall determine.
ARTICLE 12.
RULES OF ORDER
The Society
shall use the parliamentary procedures described in Robert's Rules of Order, Revised.
ARTICLE 13. DUALITY
OF INTEREST
Any director,
officer, key employee, or committee member having an interest in a contract or
other transaction presented to the Board of Directors for authorization,
approval or ratification shall make a prompt, full, and frank disclosure of
his/her interest to the Board prior to the latter's acting on such contract or
transaction. Such disclosure shall include any relevant information which might
reasonably be construed to be adverse to the society's interest.
ARTICLE 14.
FISCAL YEAR
The Society
shall operate on a fiscal year ending on June 30.
ARTICLE 15.
DISSOLUTION
Should the
Society cease to exist, its assets after payment of all debts will be
distributed to another non-profit, tax-exempt organization designated by the
Board of Directors.
ARTICLE 16.
AMENDMENTS
These bylaws
may be amended by a two-thirds vote of the membership present at the annual
meeting or submitting a written ballot, provided 60 days written notice of the
proposed amendment has been made to each member. The amendment will be
effective at the conclusion of that meeting.