| By-Laws |
|
CVMA By-LawsUpdated April 2023, Approved by Board of Directors June 2023 The purpose of the Connecticut Veterinary Medical Association shall be to do everything necessary and appropriate to advance the science and art of veterinary medicine in Connecticut, to promote and develop the community of professionals in the field, to champion and protect the human-animal bond through advocacy, engagement and the promotion of public awareness, and to strive for the highest professional and ethical standards of practice and care for the benefit of human and animal health and welfare. The Association and its members accept as a lifelong obligation the continual improvement of professional knowledge and competence in service of the public. ARTICLE I NAME This Association shall be known and distinguished by the name and title of the Connecticut Veterinary Medical Association. The Association shall be a not-for-profit 501c (6) corporation, incorporated in the State of Connecticut. ARTICLE II OBJECTIVES The purpose of the Connecticut Veterinary Medical Association shall be to do everything necessary and appropriate to advance the science and art of veterinary medicine in Connecticut, to promote and develop the community of professionals in the field, to champion and protect the human-animal bond through advocacy, engagement and the promotion of public awareness, and to strive for the highest professional and ethical standards of practice and care for the benefit of human and animal health and welfare. The Association and its members accept as a lifelong obligation the continual improvement of professional knowledge and competence in service of the public. ARTICLE III MEMBERS Section 1. Classification. The Association shall have the following membership classifications: Active, Honor Roll, Affiliate, Corporate Affiliate, New Graduate and Student. Should questions arise about membership classification, the Board shall have the ultimate authority to decide the issue. A. Active. 1. Active members shall consist of graduates of accredited veterinary colleges, or veterinarians who have successfully completed the qualifications for practice in the United States in accordance with the Educational Commission for Foreign Veterinary Graduates. 2. Active members shall be allowed all the privileges of membership. B. Honor Roll. 1. Members who maintain continuous membership throughout their careers can take advantage of a dues exemption with honor roll status. Honor roll status is granted to active members who have maintained membership in the CVMA for 40 years or more and have reached the age of 70. 2. An honor roll member shall be allowed all the privileges of membership without having to pay dues. C. Affiliate. 1. An Affiliate Member shall be any non-veterinarian healthcare team member providing direct support to CVMA member veterinarians as Practice Managers, Office Managers, Receptionists, Veterinary Technicians, Veterinary Assistants, Kennel Assistants, Groomers, and those deemed eligible for Affiliate status by the Board of Directors. 2. An Affiliate Member shall be allowed all the privileges of membership, excepting the right to vote and hold office. D. Corporate Affiliate. 1. A Corporate Affiliate shall be any person, firm, or corporation engaged in providing products or services to members of the Connecticut Veterinary Medical Association and deemed eligible for Corporate Affiliate status by the Board of Directors 2. A Corporate Affiliate shall be renewable annually. 3. A Corporate Affiliate shall be allowed all the privileges of membership, excepting the right to vote and hold office. E. Student. 1. A Student Member shall be a person currently enrolled in a veterinary college. 2. All candidates for Student membership shall make application either in writing or electronically to the Managing Director or his/her designee providing documentation of the[LK1] status as a student in good standing at a veterinary college. 3. A Student Member shall be allowed all the privileges of membership, excepting the right to vote and hold office. F. New Graduate Member
Section 2. Dues. A. Annual Dues. The annual dues from each Active, Affiliate, Corporate Affiliate, Honor Roll, New Graduate and Student member shall be determined by the Board of Directors. B. Dues Payment Dates. Dues shall be due and payable to CVMA and membership shall be delinquent if dues are not paid according to policy set by the Board of Directors. ARTICLE IV BOARD OF DIRECTORS Section 1. Composition. The officers, ten directors, the AVMA delegate, and AVMA alternate delegate shall comprise the Board of Directors. A. Officers. The officers of the Association shall be a President, a Vice President, a Secretary, Treasurer, and an Immediate Past President. B. Directors. 1. No fewer than one Director will be actively engaged primarily in small animal clinical practice at the time of his/her election to the Board. 2. No fewer than one Director will be actively engaged primarily in large animal or mixed animal clinical practice at the time of his/her election to the Board. 3. No fewer than one Director shall be a recent graduate, having completed his/her veterinary education within the five years immediately preceding his/her election to the Board. 4. No fewer than one Director shall be actively engaged primarily in non-clinical veterinary medicine at the time of his/her election to the Board to include, but not limited to, research, teaching, and public health. 5.Six at-large directors. C. AVMA Delegates. The AVMA delegate and AVMA alternate delegate shall be members of the Board of Directors. The AVMA delegate shall be a voting member and the AVMA alternate delegate shall be a non-voting member. The alternate delegate shall serve as the proxy for the delegate if the delegate cannot attend a Board meeting. Section 2. Duties and Power. The CVMA Board of Directors shall have general supervision of the affairs of the Association between its business meetings, and perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association. Section 3. Nominations & Elections. At least 120 days prior to January 1, a Nominating Committee shall be formed. The Nominating Committee shall be composed of the Immediate Past-President as Chairperson, the new graduate director and one Past-President of the association, not currently serving on the Board, chosen by the Past-Presidents. The Nominating Committee shall deliberate and submit a proposed slate of candidates to the Board of Directors at least 90 days prior to January 1. The Nominating Committee is encouraged to propose at least two candidates for each open position. The election of officers and Directors shall occur by ballot. The CVMA shall send a ballot, with all nominees listed, to the membership 60 days prior to January 1. A space in each category shall appear on the ballot for write-in candidates. Voting members shall have 15 days from the date the ballots are sent to the membership to submit their ballot electronically, by facsimile, or by mail. The votes shall be counted and verified independently by the Managing Director, and the Secretary. The Managing Director and Secretary will notify the President and Vice President of the election results. The President or designate will notify all candidates of the results. After the candidates are notified, the Secretary will notify the Board members of the election results. The membership will be notified of the election results. In the event of a tie for the most votes, a majority vote of a quorum of the Board shall vote to break the tie. Section 4. Terms of Office. All officers and Directors shall hold office until the close of business on December 31 as dictated by the term corresponding to their office, or until their respective successors are elected and assume office. The President and Vice President shall be elected to a one-year term, but may serve again in that office after being out of that office for at least two years. The Treasurer and Secretary shall be elected to three-year terms and shall be limited to two consecutive terms in the same office, but may serve again in that office after being out of that office for at least three years. Directors shall be elected to three-year terms, or until their successors are elected and assume office. The Directors shall serve no more than two consecutive terms, but may serve again in that office after being out of that office for at least three years. Terms of the Directors shall, whenever possible, be staggered such that no more than four terms expire each year. The AVMA Alternate Delegate shall be elected to a term of four years. When the AVMA Delegate’s term ends, the AVMA Alternate Delegate shall move into this role for four years. Section 5. Duties of Officers. The officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these bylaws, by the CVMA Board of Directors, by the President, or in the adopted parliamentary authority. A. Duties of President. It shall be the duty of the President to preside at all meetings of the Board and the membership. The President shall appoint all committee chairs within 30 days of assuming office. All committees report to the President. B. Duties of Vice President. It shall be the duty of the Vice President to assist the President in the performance of his/her duties, and during the absence of the President, the Vice President shall officiate in the President’s stead. In the event that the office of President shall become vacant during any term, the Vice President shall succeed to the office of President for the balance of such term. The Vice President shall automatically succeed to the Office of President at the completion of the President’s term of office. C. Duties of Secretary. The Secretary shall delegate or record the minutes of all meetings of the membership and the CVMA Board of Directors. D. Duties of Treasurer. It shall be the duty of the Treasurer to oversee management of all CVMA funds. The Treasurer shall delegate or: 1. Collect all sums of money due the Association; 2. He/she shall have immediate charge and manage those funds and property of the Association and will make all disbursements as the Association may direct; 3. Present the current budget report and financial statement at the membership meetings; and 4. Ensure that the financial statements are reviewed before transfer to a newly elected Treasurer. E. Duties of Directors. The Directors shall have general supervision of the affairs of the Association between its business meetings, and perform such duties as are specified in these bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association. Directors may be assigned duties by the President or by the CVMA Board of Directors. A vacancy in any Board position shall be filled by a simple majority vote of the CVMA Board of Directors. F. Duties of AVMA Delegate/Alternate Delegate. The AVMA Delegate/Alternate Delegate shall attend the meetings of the AVMA House of Delegates, and provide a report to the CVMA Board of Directors. The AVMA Delegate and Alternate Delegate shall act as directed by the Board of Directors or in the best interest of the Association at the meetings of the AVMA House of Delegates. G. Vacancy in Office A vacancy in any officer or Board position which does not have a succession plan in place shall be filled by a simple majority vote of the CVMA Board of Directors. The individual elected into this position will complete the balance of the remaining term. Section 6. Qualifications for Office. A. President and Vice President: 1. an active or honor roll member in good standing 2. a CVMA member for a minimum of 5 years 3. a prior Director or officer B. Secretary, Treasurer: 1. an active or honor roll member in good standing 2. a CVMA member for a minimum of 2 years 3. a prior Director or officer C. Director: 1. an active or honor roll member in good standing Section 7. Outgoing Officers. Outgoing officers shall deliver and transfer all money, books, manuscripts, vouchers, electronic files, and all other property or papers in their possession and belonging to the Association to their successor without delay. Section 8. Meetings. A. Regular. Regular meetings of the CVMA Board of Directors shall be held at regular times during the year as established by the President. B. Supplementary. Supplementary meetings of the CVMA Board of Directors may be called by the CVMA President or shall be called upon the written request of five members of the CVMA Board of Directors with call given at least forty-eight hours before the meeting. Notice may be waived by the members of this Board in accordance with statutory requirements. Officers present at a meeting shall be deemed to have received, or to have waived, notice. C. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business whether conducted in person or electronically. ARTICLE V MEMBERSHIP MEETINGS Section 1. Regular Meeting. The Association shall have an Annual Membership Meeting. The meeting shall be held at a time and place determined by the Board of Directors. Section 2. Additional Membership Meetings. Additional membership meetings may be called by the President or by a quorum of the Board of Directors or by the written request of 20% of membership of the Association. The purpose of the meeting shall be stated in the call. At least seven days’ notice shall be given. Section 3. Voting. Voting is by simple majority as long as a 20% quorum is achieved. Section 4. Quorum. A quorum for the transaction of business at any meeting of the Association shall be 20% of the members, either present in person or by proxy. ARTICLE VI COMMITTEES Section 1. Standing Committees. The standing committees of CVMA shall be Budget and Finance, Educational Program, Government Relations, Membership and Communications, Management Review, Well-Being, and Leadership, Diversity and Inclusion. All committees are expected to meet regularly and provide updates at each Board meeting. A. Budget and Finance Committee. The duties shall be to consider all financial matters of the Association and prepare a yearly budget for consideration and approval by a simple majority of the Board of Directors. The approved budget shall become the budget of the Association at the start of the fiscal year. B. Educational Program Committee. The duties shall be to work with the management firm to develop high quality continuing education programs. The focus of the committee is the educational meetings of the Association. The chair(s) of the committee will provide a report for each meeting of the Board. The chair(s) of the committee is expected to identify and mentor CVMA members interested in, and demonstrating the skills needed to serve on, the Educational Programs Committee. C. Government Relations Committee. The duties shall be to work with the governmental relations firm to develop and implement a legislative agenda for the Association. The chair(s) of the committee will provide a report for each meeting of the Board. The chair(s) of the committee is expected to identify and mentor CVMA members interested in, and demonstrating the skills needed to serve on, the Government Relations Committee. D. Membership and Communications Committee. The duties shall be to keep CVMA members informed and up-to-date on association and industry news, events and information relevant to our profession; increase and improve veterinarians’ and the public’s awareness and value of CVMA; work towards increasing membership; oversee the CVMA website, Facebook page, weekly eNewsletter and any social media tools; and implement/oversee the annual CVMA Veterinarian and Pet of the Year Awards. E. Management Review Committee. The duties shall be to develop the optimal relationship between the management firm and volunteer Board of Directors, determine the needs of the Association and develop a plan for the management firm to meet those needs. F. Leadership, Diversity and Inclusion. The duties shall be to provide support and engagement of under-represented groups in veterinary medicine in the areas of employment and leadership representation. G. Well-Being. The duties shall be to create awareness, resources and community that support CT veterinarians to achieve wellness in their personal and professional lives. Section 2. Working Groups. Working groups may be established to address short-term topics. They are created by the President at the request of the Board of Directors. ARTICLE VII ELECTRONIC MEETINGS AND COMMUNICATIONS FOR BOARD MEETINGS AND COMMITTEE MEETINGS Section 1. Meetings. The CVMA Board of Directors and all committees and subcommittees shall be authorized to meet by telephone conference or through other electronic communications media so long as all the members can simultaneously hear each other and participate during the meeting. At least one meeting per year must be held in-person. Section 2. Communication. Unless members indicate otherwise to the Secretary or his/her designee, all communication required in these bylaws, including meeting notices and election ballots, may be sent electronically. Section 3. Quorum. A quorum for the transaction of business at any meeting, regular or special, of the Association, except membership meetings, shall be a majority of members of the entity that is meeting. Section 4. Voting. As deemed necessary by the President, action by the Board may be taken by electronic messaging as long as there is a quorum as defined in Article IV, Section 9.C. Section 5. Attendance. Members of the Board who miss more than 1/3 of the scheduled meetings in a calendar year may be removed by a majority vote of the Board of Directors. ARTICLE VIII ADMINISTRATIVE OPERATIONS Section 1. Managing Director. The Board of Directors shall employ a management company as it may deem advisable, including a Managing Director who shall provide administrative assistance to the officers, Board, committees of the Association, and to the CVMA members. Compensation of the management company shall be determined by the Board of Directors. Any duties imposed by these bylaws upon the officers of the Association may be performed under supervision of such officers by the staff of the Association. ARTICLE IX INDEMNIFICATION Any officer, employee, member of the Board of Directors, or agent of CVMA who, acting on behalf of or as an authorized representative of CVMA, was or is a party to or has notice of becoming a party to any contemplated, pending, or seemingly completed legal proceedings, may be defended and shall be indemnified for all expenses and liabilities actually and reasonably incurred by such individual in connection therewith to the extent permitted by applicable law of the jurisdiction in which CVMA is incorporated. ARTICLE X PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern CVMA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that CVMA may adopt. ARTICLE XI AMENDMENT OF BYLAWS These bylaws may be amended by electronic vote by a simple majority if a 20% quorum is achieved or they may be amended at any membership meeting of the Association by a simple majority if a 20% quorum is achieved, provided that the amendment has been submitted in writing to the Board of Directors, approved by the Board of Directors, and submitted to the membership 60 days prior to the vote. Members may vote on bylaws amendments by casting their ballots electronically, in person or by proxy. Members who wish to vote by proxy shall contact the CVMA office to request a proxy form. Voting members shall have 30 days from the date the proxy forms are sent to submit them electronically, by facsimile or by mail. Such forms shall designate an officer of the CVMA to cast the member votes pursuant to each member’s direction. PROVISOS** TO THE CVMA CONSTITUTION 1. Provided, that all members of the CVMA Board of Directors in office at the time of the adoption of this revision will remain in office until their current term expires. 2. Provided, that all Life Members of the CVMA at the time of the adoption of this revision shall remain as members with all privileges of membership with dues being waived. 3. Provided, that the terms of the Assistant Secretary and Assistant Treasurer shall end December 31 of the year when this revision is adopted. ** These provisos are to assist in making the transition to the newly revised bylaws as smooth as possible.
|
Print Page