Adopted at the Annual Meeting, July 13, 1999, New Orleans, Louisiana
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(1) To become aware of published and unpublished materials and artifacts pertaining to the history of veterinary medicine and health care of animals in North and South America.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
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.