Bylaws of the Association of American Veterinary Medical Colleges
ARTICLE I
ASSOCIATION MEMBERSHIP
Section 1. Voting Members. Institutions qualifying as voting members pursuant to this Section (hereinafter collectively referred to as “Member Institutions” and individually as a “Member Institution”) shall have such voice in the affairs of the Association as specified in the Articles of Incorporation and elsewhere herein. Upon the payment of the membership dues assessed by the Assembly from time to time, the following institutions may become voting members of the Association of American Veterinary Medical Colleges (the “Association”):
(a) Any college or school of veterinary medicine which is accredited by or has gained “reasonable assurance” from the American Veterinary Medical Association.
(b) Any department of veterinary science or any approved department of comparative medicine which is independent of a school or college of veterinary medicine and which is located in the United States or Canada.
(c) Any veterinary medical institution having major education, scientific and/or charitable goals which is not a college or school of veterinary medicine and not a department of veterinary science or department of comparative medicine as described in Section 1(b), and which is located in the United States or Canada, and which petitions for membership and is approved for membership by at least two-thirds of Representatives (as defined below) present, whether in person or by proxy; and voting at a regular meeting of the Assembly. The petition, which shall be submitted to the Board of Directors at least 30 days prior to a regular meeting, shall document the institution’s goals and set forth the reasons for the petition. The Board of Directors shall recommend appropriate action to the Assembly pursuant to Section 1 of Article II hereof.
Section 2. Affiliate Members. Any college or school of veterinary medicine which is not accredited by or has not gained “reasonable assurance” from the American Veterinary Medical Association, may petition for affiliate membership in the Association. The petition, which shall be submitted to the Board of Directors at least 30 days prior to a regular meeting, shall document the institution’s goals and set forth the reasons for the petition. The Board of Directors shall recommend appropriate action to the Assembly pursuant to Section 1 of Article II hereof. Upon approval by at least two-thirds of Representatives voting at a regular meeting of the Assembly and upon payment of the membership dues assessed by the Assembly from time to time, such college or school may become an affiliate member of the Association. Affiliate Members are not deemed to be Member Institutions and are not entitled to vote in the Assembly.
Section 3. Representatives and Observers.
(a) Representatives. Each Member Institution shall be represented by the highest ranking officer of the Member Institution or that person’s designee, provided that such designee is an employee of the Member Institution. Such representative or designee shall hereinafter be individually referred to as a “Representative” and all Representatives or their designees shall be collectively referred to as the “Assembly.”
(b) Observers. Each Affiliate Member shall designate a high-ranking officer of the institution, who shall be an employee of the institution, who shall represent the Affiliate Member as an Observer in the Assembly.
Section 4. Meetings of the Assembly.
(a) Place of Meeting. All meetings of the Assembly shall be held at such place and time as shall be designated by the Board of Directors or stated in the notice of the meeting or duly executed waivers thereof.
(b) Frequency of Meetings. A meeting of the Assembly for the election of directors and officers and the transaction of other business specified in the notice of meeting shall be held once each year on any day, and such day shall be designated by the Board of Directors and stated in the notice of the meeting.
(c) Notice of Meeting. Written notice of any meeting of the Assembly stating the place, date and hour of the meeting shall be given to each Representative entitled to vote at such meeting, either personally, by mail, by facsimile, or by email not less than twenty nor more than forty days before the date of the meeting.
(d) Special Meetings. Special meetings of the Assembly, for any purpose or purposes, unless otherwise proscribed by statute or by the Articles of Incorporation, may be called by the president at his or her discretion. Special meetings shall be called by the secretary at the request of two or more members of the Board of Directors or a number of Representatives equal to at least twenty percent (20%) of the Assembly. Any request for a special meeting shall be made in writing, shall state the purpose or purposes of the proposed meeting, and shall be signed by those requesting the meeting.
(e) Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each Representative entitled to vote at such meeting, either personally, by mail, by facsimile, or by email, not less than twenty nor more than forty days before the date of the meeting.
(f) Special Meeting-Business. Business transacted at any special meeting of the Assembly shall be limited to the purposes stated in the notice.
(g) Quorum; Adjourned Meetings. A number equal to at least forty-one percent (41%) of the total number of Member Institutions of the Association shall constitute a quorum at all meetings of the Assembly for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Assembly, the Representatives entitled to vote thereat, present or represented by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall subsequently be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
(h) Required Vote. The vote of a majority of those Representatives who are present or represented by proxy shall decide any question brought before any meeting of the Assembly, unless the question is one upon which by express provision of statute or of the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. The Representatives present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Representatives to leave less than a quorum.
(i) Voting. Each Member Institution shall be entitled to one vote in all matters which are required or permitted to be submitted to the Assembly, including the election or appointment of the Directors of the Association. There shall be no cumulative voting for any purpose, including, without limitation, the election of Directors.
(j) Proxy Representation. A Representative may authorize another employee of the Member Institution to act for such Representative by proxy in all matters in which such Representative is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.
(k) Action Without Meeting. Any action required by law or these Bylaws to be taken at any meeting of the Assembly may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Representatives.
(l) Employee Attendance. Employees of Member Institutions or Affiliate Members not designated as a Representative or Observer may attend meetings of the Assembly, and may speak, but may not vote on any matter or petition the Assembly for any reason.
(m) Policy Statements. Any Representative may submit a statement of policy, resolution or similar document for the consideration and approval of the Assembly on a subject relevant to the objectives and purposes of the Association. Any such recommended position shall be submitted to the secretary or president of the Association at least seven days prior to a meeting of the Assembly.
(n) Disputes. Except as otherwise required by the Articles of Incorporation, these Bylaws, or by statute, the most recent edition of Robert’s Rule of Order will govern the conduct of meetings of the Assembly.
(o) Observers. Observers may attend all sessions of an Assembly meeting, and they may participate in floor debate on an equal basis with Representatives. Observers may not offer any resolutions or amendments to any proposal, and observers may not vote any matter.
Section 5. Assembly Committees.
(a) Structure. Subject to the basic committee structure set forth in this Section, the composition and responsibilities of committees shall be determined by the Board of Directors from time to time. The internal organization and operation of each committee shall be determined by the members of such committee.
(b) Authority. Committees of the Assembly shall have the power to make recommendations on any matter within the scope of their responsibility, as designated by the Board of Directors. The Board of Directors shall have the power to approve committee recommendations; however, if a committee recommendation relates to a matter specifically reserved for Assembly approval by statute, the Articles of Incorporation or these Bylaws, the Assembly shall have the power to approve such a recommendation.
(c) Constituent Committees. Membership of Constituent Committees shall consist of the associate or assistant deans and academic department chairs or heads of Member Institutions. Constituent Committees shall select an executive leadership group in accordance with procedures established by the members of such committees. The executive group shall consist of, at a minimum, a chairperson, chairperson-elect and past chairperson. The executive group shall be responsible for planning committee meetings, preparing committee reports, and making recommendations to the Board of Directors. The Constituent Committees of the Assembly shall include the following committees:
Associate Deans for Academic Affairs
Associate Deans and Directors for Research and Graduate Affairs
Academic Department Chairs, Heads, and Directors
(d) Standing Committees. Membership of Standing Committees shall consist of employees of Member Institutions. Every Representative is encouraged to appoint one employee to represent his or her Member Institution on each Standing Committee. The president shall appoint an executive group for each Standing Committee and report such appointments to the Board of Directors. The executive group shall consist of, at a minimum, a chairperson, chairperson-elect and past chairperson. The executive group shall be responsible for planning committee meetings, preparing committee reports, and making recommendations to the Board of Directors. The Standing Committees of the Assembly shall include, but not be limited to, the following committees, with such power and authority as the Board of Directors shall from time to time direct:
(e) Other Assembly Committees. Other Assembly Committees, Task Forces and Working Groups may be formed at the discretion of the president in consultation with the Board of Directors. Membership and responsibilities of these committees shall be determined by the president in consultation with the Board of Directors. Other Assembly Committees shall include, but not be limited to, the following committees:
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Admissions
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Advancement
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Comparative Data
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Governmental Affairs
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Nomination
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Program
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Publications
(f) Annual Report. Each committee shall submit an annual report to the Board of Directors and such report shall contain any recommendations for consideration by the Board of Directors.
ARTICLE II
BOARD OF DIRECTORS
The word “Director” or “Directors” herein refers to a member or members of the Board of Directors. The use of the phrases “full Board” and “full Board of Directors” herein refers to the total number of Directors which the Association would have if there were no vacancies.
Section 1. General Authority. The affairs of the Association shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Association and do such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Assembly. The duties of the Board of Directors shall include, without limitation, recommending to the Assembly (i) changes in membership requirements, including changes in membership dues and the addition of new classes of membership, and (ii) the approval or disapproval of petitions for membership made pursuant to Section 1(c) and Section 2 of Article I hereof.
Section 2. Number and Qualifications. The Board of Directors shall consist of the number of Directors set forth in the Articles of Incorporation. Each elected Director must be a Representative throughout the tenure of his or her Directorship. If, at any time, an elected Director should cease to be Representative of a Member Institution, such person shall immediately cease to be a Director of the Association.
Section 3. Composition.
(a) Elected Directors. The Board of Directors shall consist of nine elected Directors: the president, the president-elect, the secretary, the treasurer, the immediate past president, and four at-large Directors elected by the Assembly for staggered two-year terms. The at-large Director positions shall be filled by Representatives from each of the following four types of Member Institutions: a U.S. college or school of veterinary medicine; a Canadian college or school of veterinary medicine; a department of comparative medicine; and a department of veterinary science. The president shall be the chair of the Board of Directors and the secretary of the Association shall be the secretary of the Board of Directors.
(b) Appointed, Non-voting Directors. The Executive Director of the Association shall be a non-voting Director and the Association’s liaison to the National Association of State Universities and Land Grant Colleges, Commission on Food, Environment, and Renewable Resources, Board on Veterinary Medicine, shall be a non-voting Director.
Section 4. Nomination and Election of At-large Directors. The two-year terms of the four at-large Directors shall be staggered so that two vacancies occur each year. The Nomination Committee of the Assembly shall provide the secretary with the names and brief biographical information of one or more nominees for each of the vacancies in the at-large positions on the Board of Directors. Such nominations shall be provided to the secretary at least 30 days prior to the meeting of the Assembly at which the election is scheduled to occur, and the secretary shall submit such nominations to the Assembly at least 20 days prior to the meeting. Additional nominations may be made by Representatives during the meeting of the Assembly. At-large directors shall be elected by the Assembly in the same manner as officers are elected.
Section 5. Meetings.
(a) Time. The first meeting of each newly elected Board of Directors should be held as soon as possible after every election, provided a quorum shall be present. In the event such meeting is not held immediately after an election, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all the Directors. Other meetings shall be held at such time as the Board of Directors shall fix.
(b) Notice or Actual or Constructive Waiver of Notice. No notice shall be required for regular or annual meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the Directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Notice of any adjournment of a meeting of the Board of Directors to another time or place because a quorum is not present shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors. Any requirement to furnish notice to Directors shall be waived by any Director who signs a waiver of notice before or after the meeting. A Director’s attendance at any meeting shall constitute a waiver of notice of such meeting, unless such attendance was solely for the purpose of objection to the transaction of business because the meeting was not lawfully called or convened.
(c) Quorum and Action. Except as may otherwise be provided by the Articles of Incorporation and these Bylaws, a majority of the full Board of Directors shall constitute a quorum. Whenever a vacancy or vacancies in the Board of Directors shall prevent a quorum from consisting of a majority of the full Board of Directors as aforesaid, a quorum shall consist of not less than one-third of the full Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall constitute the act of the Board of Directors. If, on any matter coming before the Board of Directors, the number of Directors who vote in favor of such matter is equal to the number of Directors who vote against such matter (a “Deadlock”), such matter shall be sent to the Assembly for consideration. The Assembly shall break a Deadlock by voting on the matter that has caused the Deadlock at either a special meeting or the next scheduled Assembly meeting, whichever the president in his sole discretion deems appropriate. The voting rights of a Director shall not be delegated to another nor exercised by proxy.
(d) Written Action. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
(e) Telephone Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or of any committee designated by such Board, may participate in a meeting of such board or committee by telephone, provided all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence at such meeting.
(f) Chair of the Meeting. The president, if present and acting, shall preside at all meetings. If the president is not present, the president-elect shall preside. Otherwise, any other Director chosen by the Board of Directors shall preside.
Section 6. Removal of Directors. Any or all of the Directors may be removed, with or without cause, at a meeting expressly called for that purpose, by a vote of the Assembly which would suffice for the election of an at-large Director.
Section 7. Vacancies. At any annual meeting, the Assembly may, by a plurality of votes cast at any such duly organized meeting, fill the vacancy or vacancies resulting from the removal, resignation or death of a Director or Directors. Any vacancy arising between annual meetings shall be filled by the Board of Directors for the remainder of the term.
Section 8. Board Committees.
(a) Composition. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees of the Board, each committee to consist of one or more Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such member or members as may be determined from time to time by resolution adopted by the Board of Directors. Any such committee, to the extent provided in the resolution of the Board of Directors and to the extent permitted under applicable statutory provisions, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Association.
(b) Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 9. Resignation. Any Director may resign at any time by giving written notice to the president or to the secretary of the Association. The resignation of any Director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE III
OFFICERS
Section 1. Elected Officers. The elected officers of the Association shall be a president, a president-elect, an immediate past president, a secretary, and a treasurer. The president-elect shall be elected annually to a one-year term at a meeting of the Assembly. The secretary and the treasurer shall be elected bi-annually to two-year terms. The president-elect shall automatically succeed to the office of president for an additional one-year term immediately following the expiration of his or her term as president-elect. The president shall automatically succeed to the position of immediate past president for an additional one-year term immediately following the expiration of his or her term as president. The elected officers shall serve from the end of the Assembly meeting at which they are elected until their successors have been duly elected and assume office or until their earlier resignation or removal.
Section 2. Appointed Officers. The appointed officers of the Association shall be an executive director, an assistant treasurer, an assistant secretary, and such other officer(s) as the Board of Directors may from time to time designate. The Board of Directors is responsible for appointing and annually reviewing the performance of the appointed officers. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.
Section 3. Qualifications for Elected Officers. All elected officers must, at the time of their election and throughout their term as elected officers, be Representatives of Member Institutions.
Section 4. Nominations of Officers. A Nomination Committee of the Assembly shall provide the secretary with the names and brief biographical information of one or more nominees for each of the offices of president-elect, secretary, and treasurer. Such nominees shall be provided to the secretary at least 30 days prior to the date of elections, and the secretary shall submit such nominations to the Assembly at least 20 days prior to meeting. Additional nominations for other offices may be made by Representatives during the annual meeting of the Assembly.
Section 5. Election of Officers. Separate votes by secret ballot shall be taken for the election of each officer. Successive ballots shall be taken until one of the nominees for each office has received a majority of votes.
Section 6. Vacancies in Offices.
(a) A vacancy in the office of president occurring between elections shall be filled by the president-elect who shall serve the remainder of the vacated term, as well as the succeeding term as president.
(b) The Board of Directors shall appoint a Representative to fill a vacancy in the office of president-elect, secretary or treasurer, which Representative shall serve for the remainder of the term. A person so appointed to the office of president-elect shall not automatically succeed to the office of president. A person so appointed to the office of secretary or treasurer shall not automatically continue in that position. Such succession shall be only by vote of the Assembly.
Section 7. President. The president shall be responsible for the overall affairs of the Association and, subject to the general supervision of the Board of Directors, shall:
(a) Prepare an agenda for, preside at, and preserve order at all meetings of the Assembly and the Board of Directors,
(b) Exercise general supervision of the affairs of the Association,
(c) See to the enforcement of the Articles of Incorporation and Bylaws,
(d) See to the carrying out of all orders and resolutions of the Assembly and the Board of Directors,
(e) Notify the Board of Directors of the appointment of Representatives, Observers, and employees of Member Institutions or Affiliate Members to all Association committees and the appointment of Association representatives to other organizations,
(f) Install newly-elected officers at the conclusion of his or her term of office, and
(g) Perform such other duties as the Assembly or the Board of Directors may direct.
Section 8. President-elect. The president-elect shall succeed to the presidency upon the expiration or earlier termination of the term of his or her predecessor. The president-elect, subject to the general supervision of the Board of Directors, shall:
(a) Preside at meetings of the Assembly and the Board of Directors in the absence of, or when requested by, the president,
(b) Serve as chairperson of the Strategic Planning Committee,
(c) Perform the duties of the president in the event of the president’s temporary inability to serve, and
(d) Perform such other duties as the president or Board of Directors may direct.
Section 9. Past President. The Past President shall serve as the chairperson of the Nominating Committee and chairperson of the Program Committee.
Section 10. Secretary. The secretary shall maintain the records of the Association, and, subject to the general supervision of the Board of Directors, shall:
(a) Keep a record of the proceedings of all meetings of the Assembly and the Board of Directors;
(b) Give, or cause to be given, notice of all meetings of the Assembly and special meetings of the Board of Directors,
(c) Keep an accurate record of all Member Institutions of the Association, and the Representatives of such Member Institutions,
(d) Keep an accurate record of all Affiliate Members of the Association, and the Observers representing such Affiliate Members,
(e) Carry out all orders and resolutions of the Assembly and the Board of Directors not otherwise committed to other officers and keep the seal of the Association,
(f) Retain all correspondence and other documents (not in the custody of the Treasurer) for the period of time designated by the Board of Directors, and
(g) Make necessary arrangements for any meetings.
Section 11. Treasurer. The treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in an insured bank as ordered by the Board of Directors. The treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the Association. The treasurer shall be bonded in an amount specified by the Board of Directors. The treasurer shall act as the liaison between the Board of Directors and any financial auditor employed by the Association.
Section 12. Executive Director. The executive director shall be responsible for the day- to-day operations of the Association, subject to the general supervision of the Board of Directors. The Executive Director shall serve as the assistant secretary and as the assistant treasurer.
Section 13. Assistant Secretary. The assistant secretary shall, in the absence of the secretary for any reason or in the event of the secretary’s inability or refusal to act, perform the duties and exercise the powers of the secretary and perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The office of assistant secretary shall be filled by the Executive Director.
Section 14. Assistant Treasurer. The assistant treasurer shall, in the absence of the treasurer for any reason or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The office of assistant treasurer shall be filled by the Executive Director.
Section 15. Removal. The Board of Directors may remove any officer whenever in its judgment the best interests of the Association will be served thereby.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. The Association may indemnify, the fullest extent allowed by the laws of the District of Columbia as those laws presently exist or hereafter may be amended, any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Association, or serving at the request of the Association as a Director, officer, employee or agent of another Association or other organization, whether for profit or not for profit, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonable incurred in connection with such action, suit or proceeding. Such indemnification shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any agreement, vote of the Board of Directors, or otherwise, including rights under any insurance policy that may be purchased by the Association to the extent permitted by the laws of the District of Columbia as they presently exist or thereafter may be amended.
Section 2. Insurance. The Association may purchase and maintain to the fullest extent permitted by the laws of the District of Columbia as they presently exist or thereafter may be amended, insurance on behalf of any officer, Director, employee, trustee, or agent of the Association against any liability asserted against or incurred by him or her in such capacity or status.
ARTICLE V
BOOKS AND RECORDS – REGISTERED OFFICE AND AGENT
Section 1. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members of the Board of Directors and of any committee having authority of the Board of Directors and shall keep at its registered office or principal office in the District of Columbia a record of the names and addresses of all Member Institutions and Affiliate Members.
Section 2. The address of the initial registered office of the Association and the name of the initial registered agent of the Association are set forth in the Articles of Incorporation.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Association shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VIII
CONTROL OVER BYLAWS
The initial Bylaws shall be adopted by the Directors at their organization meeting. Thereafter, the power to amend or repeal the Bylaws and to adopt new Bylaws shall be vested in the Board of Directors.
CERTIFICATION
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of the Association of American Veterinary Medical Colleges, a District of Columbia nonprofit corporation, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: September 24, 2009
DEBORAH T. KOCHEVAR
Secretary