Association Bylaws | santaclaravalleyvma

Santa Clara Valley Veterinary Medical Association Constitution and Bylaws

Revised Revised June 17, 2024 Adopted by the Association July 17, 2024

ARTICLE I. NAME AND PRINCIPAL OFFICE

This association shall be incorporated and known as the Santa Clara Valley Veterinary Medical Association, Inc., and shall remain a nonprofit organization in fact, hereinafter referred to as “The Association.” The principal office for transacting the business of the Association shall be at such address in Santa Clara County, California, as may be fixed from time to time by the Board of Directors (heretofore referred to as “The Board” or “The Executive Board”).

ARTICLE II. OBJECTIVES

The objectives of this Association shall be the advancement of the science and art of veterinary medicine, the conservation and protection of animal health, including the relationship to public health, the promotion of collegiate feelings among its members, and the protection of rights and privileges accorded Doctors of Veterinary Medicine. This Association shall cooperate with organizations of like purpose, wherever located, and shall not in any way conflict with parent organizations.

The objectives shall be sought with due regard for the best interests of the people of the State of California.

ARTICLE III. MEMBERSHIP CLASSIFICATION

Section 1. Active Members

A) Any person who holds a degree of Doctor of Veterinary Medicine or an equivalent degree of veterinary medicine from a school accredited by the American Veterinary Medical Association or is licensed to practice veterinary medicine by the State of California, whose ethical, moral, and professional qualifications comply with this Constitution and Bylaws, and who resides or practices in Santa Clara County, is eligible to apply for election to membership in the Association.

B) Active members shall have the right to vote on all propositions submitted to the membership, the right to vote upon the election of the officers, and the privilege of attending all meetings of the Association and shall be eligible for any office or honor within the scope of the Association.

Section 2. Paraprofessional Members

A) Persons who do not have the degree of Doctor of Veterinary Medicine or an equivalent degree of veterinary medicine from a school accredited by the American Veterinary Medical Association but who are vitally interested and concerned in the profession of veterinary medicine and activities of the Association shall be eligible for membership as an affiliate member. Affiliate members shall not have the right to vote or to hold office, or any right or title to any property of the Association.

B) Paraprofessional members must be a licensed RVT or CVT in the State of California and their licenses must be in good standing. They shall have the privilege of attending any meeting of the Association open to voting members.

C) Hospital Directors, Hospital Managers, or other Veterinary Staff would be considered affiliate members (See Article II, Section 2A).

ARTICLE IV. MEMBERSHIP PROCEDURES

Section 1. Application and Dues

A) Application for admission to active membership shall be made in writing on a form approved by the Executive Board and shall be signed by the applicant.

B) The applicant’s signature on such application form shall constitute acceptance of and intention to be bound by the Articles of Incorporation, Constitution and Bylaws of the Association, the Principles of Veterinary Medical Ethics of the American Veterinary Medical Association, and the California Veterinary Medical Association, together with all future amendments of any such Articles, Constitutions, Bylaws or Principles of Veterinary Medical Ethics which may be duly adopted pursuant to the provisions thereof. The applicant, by signing, also implies approval to allow the Association to review applicants using electronic means, including conducting internet verification of current licensure, status, etc.

C) Active membership shall endure for life from the time of application unless terminated as described in Article IV, Section 3.

D) Dues for all membership categories shall be set by the Executive Board and presented to the membership for approval at the last regular meeting of the calendar year. Said assessment shall be voted upon and passed by a two-thirds vote of the

membership present, providing a quorum is present.

E) Annual dues shall be due and payable on February 1 of each calendar year.

F) Officers of the Association (President, Vice President, Secretary, and Treasurer) are exempt from payment of all dues during their term of office.

G) Appointed positions of Newsletter Editor, Speaker Coordinator are exempt from payment of all dues during their terms in office.

H) Dues are waived for CVMA Delegate but not the (appointed) Alternative Delegate(s).

I) Dues are waived for all Executive Board members in the membership year immediately following their departure from the Executive Board.

J) A member may lose his or her membership if the annual dues remain unpaid on April 1st. A late fee may be imposed at the discretion of the Executive Board.

Section 2. Standard of Qualification

The Association, acting through the Executive Board, shall be the sole judge of the moral, ethical, and professional qualifications needed for membership to, or continuation of, any type of membership in the Association.

Section 3. Termination of Membership

A) Any member in good standing may resign by filing with the President, a written resignation, providing all indebtedness to the Association has been paid.

B) Membership shall cease automatically if membership dues, or any part thereof, remain unpaid after the expiration of the time for payment as set from time to time by the Executive Board. The name of such a member dropped from membership shall be referred to the President of the Executive Board for investigation and possible reinstatement.

C) Any member whose license to practice veterinary medicine and surgery in the State of California is revoked, shall, upon receipt of written evidence by the Executive Director from the State Board of Examiners in Veterinary Medicine, or other licensing boards, that such revocation has become final, thereupon automatically ceases to be a member.

D) Any member whose license to practice has been suspended or who has been duly adjudged guilty by the State of California of misconduct, of any act in violation of any provisions of the Articles of Incorporation, Constitution or Bylaws of the Association, or the principles of veterinary ethics promulgated by the Association or the CVMA, shall be subject to admonishment, censure, suspension, or expulsion from the Association

as directed by the Executive Board.

E) Dues paid in advance for the current year shall be considered the property of the Association, and no refund will be made if membership is terminated for any cause.

Section 4. Right of Appeal (Due Process)

Any member who has been advised that he or she is the subject of disciplinary action by the State of California Veterinary Medical Board shall have the right to, upon reissuance of license, reapply for membership.

Section 5. Membership Reinstatement

A) Anyone losing membership in the Association for any reason may reapply for membership at any time.

B) The Executive Board may determine any condition or conditions which must be satisfied before reinstatement.

ARTICLE V. MEETINGS

Section 1. Regular Meetings

Regular meetings of the General Membership shall be held quarterly at a minimum at a time and place agreed upon by the Executive Board. Written notice (email) shall be sent to each member at least five days preceding any regular meeting. Official meetings may be in person or virtual, including regular meetings, special meetings and board meetings.

Section 2. Special Meetings

A) Special meetings may be called by the President, a majority of the Executive Board, or ten percent (10%) of the membership of the Association. Written (email) notice shall be sent to each member at least ten (10) days in advance of the special meeting, stating the time, place, and purpose. Only matters pertaining to the specified purpose shall be considered at a special meeting.

B) The special meeting can only deal with items on the agenda. If other items come up for discussion, they can only be handled with another special meeting that will address that topic.

Section 3. Annual Meetings

The annual meeting shall be the first regular General Membership meeting of the calendar year. The main purpose of the annual meeting shall be the presentation of annual reports, the proposed annual budget, and the seating of the incoming officers.

Section 4. Quorum

A) Twenty-five percent (25%) of the voting membership shall constitute a quorum. A special quorum may be invoked by the Executive Board for a meeting following a written notice sent to all the membership at least ten days prior to the meeting.

B) To conduct official business of the Association, a majority of the members of the Executive Board must be present.

ARTICLE VI. EXECUTIVE BOARD

Section 1. Executive Board

The officers of the Executive Board of the Association shall be:

A) President

B) Vice President

C) Secretary

D) Treasurer

The officers shall be known as the corporate officials of the Association and as such shall be charged with the duty of complying with both the laws of the United States and the State of California that govern corporations.

Section 2. Elections and Nominations

A) Nominations for officers for the following year shall be accepted and presented to the membership on the second to last regular meeting of the year. Nominations will remain open until the last General Membership meeting each year.

B) Election of said officers shall be held at the last regular meeting of the year.

C) Voting shall be by secret ballot, voice, or show of hands. Nominees who receive the most votes for the offices above shall be declared elected.

D) Installation of the elected Board shall be automatic on the first day of the Association’s following fiscal year.

Section 3. Terms of Office

A) Each officer of the Executive Board shall be elected for a one-year term. There is no limit on the number of consecutive terms a member may hold office.

B) No member shall hold more than one position on the Board concurrently.

Section 4. Vacancies

A) The Vice President shall automatically assume the position of President in case of a vacancy in that position.

B) Other vacancies shall be appointed by the Executive Board President to fill the remainder of the term of the vacating Board member with a majority vote of the executive board. The filling of such vacancy will be announced to the membership at the next General Meeting.

ARTICLE VII. DUTIES OF THE EXECUTIVE BOARD

Section 1. Duties

A) The Executive Board shall manage the affairs and business of the Association, but at no time shall they be in conflict with the desires and action of the membership of the Association.

B) Each member of the Executive Board shall have one vote.

C) Nothing herein stated shall prohibit the Executive Board from consulting with, or deferring to the recommendations of the membership, standing and/or special committees of the Association.

Section 2. Meetings

A) The regular meeting of the Executive Board shall be held as decided by the President or upon request of a majority of the Executive Board members. Matters requiring approval of the Executive Board may be discussed and voted upon virtually, if deemed appropriate by the President.

B) The Executive Board will schedule the date of all meetings of the General Membership, adhering to the meeting schedule in ARTICLE V, Section 1.

C) All meetings of the Executive Board shall be conducted as specified in the latest edition of Robert’s Rules of Order with the exception that the Chair shall have the right to vote.

Section 3. Audit

The Executive Board shall cause an audit to be conducted of all financial affairs of the Association at the end of each term of office of the Treasurer of the Association. This audit may be conducted by the incoming Treasurer, provided the incoming Treasurer is not be related by blood or marriage nor resides in the same household as the outgoing Treasurer.

Section 4. Executive Secretary and Employed Staff

The Executive Board shall be vested with the authority to select, enter into contract and employ an Executive Secretary and any other employed staff of the Association. The initial contract may not exceed a period of one year. The Executive Board shall be vested with the authority to discharge any staff member for cause and shall establish the salary and expenses of the employed staff.

ARTICLE VIII. DUTIES OF OFFICERS

Section 1. President

A) The President shall preside at all meetings of the membership and Executive Board and shall be the Chair of the Executive Board.

B) New membership applications shall be filed with the President of the Association or with a member of the Executive Board appointed by the President. The President, or their delegate, is in charge of validating that the applicant meets all requirements for active membership, including reviewing applicants using electronic means, including conducting internet verification of current licensure, status, etc.

C) The President shall appoint committees as authorized in Article XII of the Bylaws and such other committees as may be necessary and shall be an ex-officio member of all committees. The President may assign additional duties to committees with the approval of the Executive Board.

D) The President shall direct the activities of the employed staff of the Association and shall make the necessary appointments to fill any vacancy occurring in employed positions. Such an appointment must have the approval of the Executive Board at its next regular meeting.

E) The President shall be responsible for verifying the presence of a quorum before voting on Association business.

Section 2. Vice President

A) The Vice President shall assume the duties of the President in the event of his or her absence or inability to serve or conduct the affairs of the Association.

B) The Vice President shall be an ex-officio member of all committees.

C) The Vice President shall otherwise assist the President as the President may from time to time determine.

D) The Vice President shall be responsible for other duties that are from time to time delegated by the Executive Board.

E) The Vice President shall be Chair of the Continuing Education/ Program Committee (ARTICLE XII, Section 2).

Section 3. Secretary

A) It shall be the duty of the Secretary to act as the official keeper of the Association and Executive Board meeting minutes, including but not limited to attendance lists and any reports that were presented at the meeting.

B) The Secretary shall be responsible for maintaining the official membership roster of all current Association members.

C) The Secretary shall be responsible for other duties that are assigned by the President or by the Executive Board,

D) The Secretary shall be responsible for meeting announcements and Chair of the Communication Committee (i.e., newsletters and/or the website) (ARTICLE XII, Section 2).

E) The Secretary will maintain the official files of the Association.

Section 3. Treasurer

A) It shall be the duty of the Treasurer to put all monies of the Association into a fund to be known as the General Fund of the Santa Clara Valley Veterinary Medical Association and for such other purposes as directed by the vote of the Executive Board and/or the membership of the Association.

B) It shall be the duty of the Treasurer to render to the Association a written report of receipts and disbursements as called upon to do so. In the event of the Treasurer’s absence, he or she is to file with the Executive Board a statement of receipts and disbursements if asked to do so by the Executive Board within ten (10) days of written request.

C) The Treasurer shall be responsible for collection and depositing of all dues and other funds of the Association in a bank approved by the Executive Board.

D) The Treasurer shall pay all bills of the Association and shall be responsible for records of all receipts and disbursements.

E) The Treasurer shall be responsible for providing the required financial information to the appropriate local, state, and/or federal government agencies.

F) The Treasurer shall be responsible for the preparation of the budget for the next fiscal year. The budget shall be presented to the Executive Board by the last regular board meeting of the year.

G) All funds, books, and vouchers in the Treasurer’s hand or electronically shall be the property of the Association and shall be at all times subject to the verification and inspection of the Executive Board. At the expiration of the Treasurer’s term of office, the Treasurer shall deliver over to the Treasurer’s successor all books, money, vouchers, and all other property of the Association.

H) The Treasurer shall be responsible for such additional fiscal duties as are assigned by the President or by the Executive Board.

I) The Executive Board shall ensure an audit is conducted of all financial affairs of the Association at the end of each term of office of the Treasurer of the Association. This audit may be conducted by the incoming Treasurer.

ARTICLE IX. DUTIES OF DELEGATES TO CVMA

A) CVMA Delegate(s) and Alternative Delegate(s) to the CVMA are to be appointed by the Executive Board to serve two-year terms. Delegates to CVMA shall attend all meetings of the House of Delegates of the CVMA as the official SCVVMA representatives. As required by CVMA, they must be members in good standing of the California Veterinary Medical Association.

B) After receiving the agenda for the CVMA House of Delegates meeting, the acting delegates of the Association shall study the agenda and then present the major issues to be addressed to the Executive Board meeting and in Association communications for evaluation and opinions. Delegates to CVMA shall solicit input and resolutions from the Executive Board and the membership, shall accurately express the desires of the SCVVMA at the House of Delegates of the CVMA, and, if specifically directed by the Executive Board, shall vote as directed by the Executive Board.

C) After each House of Delegates meeting, there shall be a report submitted to the Executive Board within forty-five (45) days of each meeting by the attending delegate(s) and subsequently shared with the membership

ARTICLE X. DUTIES OF EMPLOYED PERSONNEL

The Executive Board shall delegate the duties of the Executive Secretary and other employed personnel when such individuals are employed, pursuant to the needs of the Association and the desires of the voting membership.

ARTICLE XI. BUDGET

A) The annual budget shall be prepared by the Treasurer as described in Article VIII, Section 3 and shall be presented to the Executive Board for approval, amendment, or rejection.

B) No expenditures may be made from Association funds that do not appear in the budget, except as approved by the Executive Board.

C) The Executive Board, at a regular meeting or a special meeting called for that purpose, may initiate action to assess the members for funds, over and above any dues paid, for special needs and purposes. Such proposed action must be presented to the membership at a regular or special meeting of the membership for final approval. All voting members must be notified in writing (email) of the proposed assessment at least ten (10) days in advance of said meeting at which a vote will be called for. Approval requires a three-fourths affirmative vote of the voting members present, providing a quorum is present.

D) The Treasurer of the Association shall seek authorization from the Executive Board prior to paying any account deemed payable by the Association in excess of $1,000 with the exception of meal fees for regular meetings. Members of the Executive Board may be polled by phone, video chat, or e-mail if necessary.

E) The Executive Board shall periodically cause a review of financial affairs to be conducted by an objective evaluator when deemed appropriate by the Executive Board or requested by a 2/3 vote of the membership at a regular meeting, provided a quorum is present. An End-of-Year financial statement will be provided to the Executive Board by the Treasurer and shall be available to the membership at the next regular meeting.

ARTICLE XII. COMMITTEES

Section 1. Committee Appointments

All committees of this Association shall be appointed by the President. The Association President shall appoint the members, designate the Chair and regulate the size of the various standing committees, subject to the approval of the Executive Board. Committee members shall be appointed for a period of one year.

Section 2. Standing Committees

The Standing committees and their duties shall be:

A) Continuing Education/Program Committee

It shall be the duty of the Continuing Education/Program Committee to establish and maintain a program of continuing education, including medical topics, mental health, and social events and to work in cooperation with the Executive Board for the promotion thereof.

B) Communication Committee

It shall be the duty of the Communication Committee to work in conjunction with the Executive Board to establish, maintain, and distribute a newsletter to the membership and a website to promote continuing education meetings and social programs to the general veterinary community.

C) Outreach/ Membership Committee

It shall be the duty of the Outreach/ Membership Committee to work in cooperation with the Executive Board for the promotion of the Association and to generate new membership.

D) Bylaws Committee

It shall be the duty of the Bylaws Committee to review the Bylaws biannually and establish if any portions require adjustment or amendment.

Section 3. Parliamentary Advisory Council

This committee shall be composed of all SCVVMA past presidents and should be convened as deemed necessary by the Executive Board or the President. It shall be the duty of the Parliamentary Advisory Council to act as an advisory body to the Executive Board and assist the President and Executive Secretary in studying and developing topics assigned by the Board.

The President may also appoint a single active Parliamentarian to act as an advisor to the Executive Board. The Parliamentarian shall assist the President with procedural questions and issues, and is exempt from membership dues during their appointment.

Section 4. Adding or Discontinuing Committees

A) Additional standing committees may be created, or existing committees may be discontinued, by action of the Executive Board and general membership in amending these Bylaws.

B) Special committees or task forces may be created by the President with the approval of at least three members of the Executive Board to perform specific functions not covered by standing committees.

Section 5. Committee Procedures

A) Unless otherwise specifically provided in these Bylaws each committee shall report directly to the Executive Board.

B) Each committee shall file a report with the Executive Secretary before the annual meeting of the Executive Board, and at any other time when requested by the Executive Board.

C) Each committee Chair shall present an annual report of the committee’s activities since the last annual report at the annual meeting of the Association.

D) A member of any committee may file a written minority report with the Executive Board providing that the member has advised the other members of the committee of intent to do so.

E) The Chair of each standing committee shall have the right to appoint sub-committees, which shall function in an advisory capacity only.

ARTICLE XIII. PARLIAMENTARY PROCEDURE

The current edition of Robert’s Rules of Order, when not in conflict with the Articles of Incorporation or Constitution and By-Laws of the Association, shall be the guide for parliamentary procedure at all meetings of the Association and any other committees or groups within the Association.

ARTICLE XIV. CODE OF ETHICS

The Code of Ethics of the Association shall be the same as that adopted by the CVMA and shall govern the actions of the membership.

ARTICLE XV. CONFLICT OF INTEREST

Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the interested person shall (i) fully disclose the nature of the interest and (ii) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Association and its members to do so and that the transaction was fair and reasonable at the time the Association enters the transaction. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE XVI. AMENDMENTS

These administrative Bylaws may be amended at any recognized meeting of the membership by an affirmative two-thirds vote of the members present, providing a quorum is present, and also providing that the proposed amendments have been distributed, in writing (email), to all members eligible to vote at least ten (10) days prior to the date of the meeting at which a vote shall be taken.

ARTICLE XVII. DISSOLUTION

Upon a written vote of two-thirds (2/3) of the membership, the Association may be dissolved. Upon the dissolution of the Association, its assets remaining after payment, or provisions for payment, of all debts and liabilities of the Association, shall be given to the charitable foundation of the Association for disbursement in accordance with the By-Laws of that organization. In the event the charitable foundation is not in existence, all funds of the Association shall be transferred to the California Veterinary Medical Association.