Bylaws of the American Association of Corporate and Public Practice Veterinarians
Amended and Adopted July 2009
To advance the professional standards of veterinarians involved in the development, regulatory review, marketing and/or sale of any product, device or service (other than veterinary services to animal producers and the pet owning public) used in the support and promotion of animal health.
To inform companies, public institutions and other organizations involved in the development, regulatory review, marketing and / or sale of animal health products, devices or services of the contributions that veterinarians and the veterinary profession can make to their activities.
To inform the veterinary profession, in general, of the increasing employment opportunities for veterinarians in the development, regulatory review, marketing and / or sale of products, devices and services used in support and promotion of animal health.
To provide opportunities for the members of this organization to meet and develop networks of contacts within the veterinary community.
To promote communications and cooperation between this organization and other organizations with mutual interests.
ARTICLE II. Membership.
Active Membership. Veterinarians who are members of the American Veterinary Medical Association and are associated with the development, regulatory review, marketing and /or sale of products, devices and services used in support and promotion of animal health and/or engaged in other corporate or public practice activities by making application to the Association and payment of Association dues. Active members have full rights and privileges of the Association.
Associate Membership. Veterinarians or other professional associates who are not eligible for active membership and who may or may not be associated with industry, but who wish to affiliate with the American Association of Corporate and Public Practice Veterinarians may become Associate Members by making applications to the Association and payment of Association dues. Associate Members shall not hold office, be a member of the Board of Directors, or vote on Association matters. The number of associate members shall be limited, if necessary, for the association to maintain its status as a Constituent Allied Veterinary Organization in the House of Delegates of the American Veterinary Medical Association.
Student Membership. Students enrolled in AVMA-accredited colleges of veterinary medicine may become Student Members by making application to the Association and payment of Association dues. Such application and dues payment must be accompanied by proof of current enrollment in an AVMA-accredited college of veterinary medicine. Student Members shall not hold office, be a member of the Board of Directors, or vote on Association matters.
Honorary Membership. Distinguished persons who deserve special recognition for having made outstanding contributions toward advancing the objectives of the American Association of Corporate and Public Practice Veterinarians may become Honorary Members by special action of the Board of Directors. Honorary Members shall not hold office, be a member of the Board of Directors, or vote on Association matters. Honorary Members are exempt from payment of Association dues.
Life Membership. Any veterinarian who is or has been an active member of the Association for no less than ten (10) years and is at least 60 years of age is eligible for Life Membership upon a two-thirds (2/3) majority favorable vote of the Executive Board. Life Members are exempt from payment of Association dues and have full rights and privileges of the Association, provided that such members also maintain membership in the American Veterinary Medical Association. Should a life member cease to maintain AVMA membership, he or she will be removed from the AACPPV membership roles.. Any member granted Life Member status prior to the 2006 Amendments to these Bylaws is grandfathered into the Association as a Life Member.
Dues. The dues of Active, Associate, and StudentMembers shall be determined by the Board of Directors and shall be assessed annually for the period July 1 through June 30.A member shall be delinquent if dues area not paid by the annual meeting by November 1 of the fiscal year for which dues are payable.
Change of Membership Status. Any member of the Association who wishes to change his/her membership classification shall make such a request in writing to the Board of Directors, together with evidence supporting the request.
Removal from Membership. Members who are delinquent in payment of dues shall be removed from the membership, without further action necessary. The Board of Directors shall have the authority, for cause, to remove from membership any member, sixty (60) days following written notification from the Secretary of the Association outlining reasons for the change and offering an opportunity for rebuttal.
Reinstatement of membership in the Association shall follow the same procedure required for new members.
ARTICLE III. Board of Directors
The Board of Directors shall be responsible for the overall management of the affairs of the association and shall consist of the President, the President-Elect, the Immediate Past President, the Secretary, the Treasurer, the Delegate and Alternate Delegate to the American Veterinary Medical Association House of Delegates, and nine (9) at-large Directors who shall be elected by the eligible membership at the annual meeting.
The Board of Directors shall present a report of its actions at each annual meeting of the Association.
The Board of Directors shall have all accounts of the Association reviewed by a committee appointed by the President, annually, and at such other times as directed. The Board of Directors, at its discretion, may obtain an independent review or audit of the Association’s financial affairs.
The Board of Directors shall meet immediately before the annual meeting of the Association and at least two additional times during the year between annual meetings and such other times as the President deems necessary. Eight (8) members of the Board shall constitute a quorum for the transaction of Association business.
All actions of the Board shall be accomplished by a favorable majority vote, unless specified otherwise in the Bylaws or Articles of Incorporation.
Article IV. Officers and At-Large Directors
The officers of the Association shall consist of the President, the President-Elect, the Immediate Past President, the Secretary, the Treasurer, and the Delegate and Alternate Delegate to the American Veterinary Medical Association House of Delegates. There shall be nine (9) at-large Directors.
Officers and at-large Directors shall be elected from among the Active and Life Members by a majority vote of the eligible membership at the annual meeting of the Association.
President. The President-Elect shall assume the office of President when the prior President’s term of office expires. The President shall be the executive officer of the Association and Chairperson of the Board of Directors, shall preside at the annual meeting and all meetings of the Board of Directors, shall appoint members of all standing and ad hoc committees except as otherwise provided for in these By-Laws, and shall be considered an ex officio member of all committees. The President shall serve for one (1) year, from one annual meeting to the conclusion of the next annual meeting, and may be eligible for re-election to an additional one (1) year term. Should a vacancy occur in the office of President, the Board of Directors shall appoint either the President-Elect, Secretary or Treasurer, to assume the responsibilities of the office of President for the remainder of the term.
President-Elect. The President-Elect shall assume the responsibilities of the President at the request of or absence of the President, shall maintain a list of members in good standing, and shall serve as chairperson of the Membership Committee. The President-Elect cannot be reelected to that office. Should a vacancy occur in this office, the nominating committee within thirty (30) days of the indicated vacancy will nominate a new President-Elect and with a majority approval of the Board of Directors, this person shall assume the office.
Immediate Past President. At the completion of the term of office, the President shall then serve as Immediate Past President for the duration of the term of the succeeding President. The Immediate Past-President shall be chairperson of the Nominating Committee, and shall assume such other responsibilities assigned by the Board of Directors. Should a vacancy occur in this office, the office will remain vacant and the President shall act as Chairperson of the Nominating Committee, if necessary.
Secretary. The Secretary shall keep the minutes of the annual meeting of the Association and of the meetings of the Board of Directors, shall be custodian of Association records (except those maintained by the Treasurer), and shall assume such other responsibilities associated with the office. The Secretary shall hold office for one (1) year and may be re-elected. Should a vacancy occur in this office, the President shall appoint a Director, with majority approval of the Board of Directors to that appointment, to assume the office and complete the unexpired term.
Treasurer. The Treasurer shall be custodian of all cash resources of the association, shall pay all financial obligations of the Association authorized by the President and/or the Board of Directors, and shall assume such other responsibilities associated with the office. The Treasurer shall hold office for one (1) year and may be re-elected. Should a vacancy o occur in this office, the President shall appoint a Director, with majority approval of the Board of Directors to that appointment, to assume the office and complete the unexpired term.
Delegate and Alternate Delegate to the American Veterinary Medical Association House of Delegates. The Delegate and/or Alternate Delegate shall maintain liaison within the AVMA as the official representative(s) of the Association, shall report to the membership and the Board of Directors on all matters of interest to the Association, and shall represent the official position of the Association as established by the Board of Directors before the AVMA House of Delegates. The Delegate and Alternate Delegate shall hold office for four (4) years and may be re-elected. Should a vacancy occur in the Delegate office, the Alternate Delegate shall assume the office for the remainder of the Delegate or Alternate Delegate term, whichever expires first. Should a vacancy occur in the Alternate Delegate office, the President shall appoint an active member of the Association, with majority approval of the Board of Directors to that appointment, to assume the office and complete the unexpired term.
At-Large Directors. The nine (9) At-Large Directors shall serve staggered terms of three (3) years, such that no more than three (3) At-Large Directors are elected at each annual meeting of the members. The At-Large Directors may be re-elected. The duties of the At-Large Directors shall be those assigned by the President and/or the Board of Directors. Should a vacancy occur in any At-Large Director’s office, the President shall appoint an active member of the Association, with majority approval of the Board of Directors to that appointment, to assume the office and complete the unexpired term.
Removal from Office. Any Officer or Director may be removed from office for cause, including but are not limited to, conduct which reflects unfavorably upon the Association, nonpayment of Association or AVMA dues, and incapacity to perform the duties associated with the office, and absenteeism. If any Officer or Director misses three consecutive Board meetings or three Board Meetings in any officer term year, the procedure for removal from office shall be initiated.
Procedure for Removal from Office. In order for an Officer or Director to be removed from office (a) Three members must make a written recommendation for removal from office to the Executive Board. This step is not necessary for action due to absenteeism. (b) The Board of Directors must recommend removal from office by an absolute two-thirds majority vote. (c) A written notification to the delinquent officer or Director by the President or Secretary of the Association, explaining the charges and action of the Board of Directors and requesting a letter of resignation or a rebuttal of the charge within thirty (30) days. (d) If there is a resignation or no response within thirty (30) days, the Officer or Director is removed from office. (e) If a rebuttal is returned within thirty (30) days, action will be deferred until the next meeting of the Board of Directors, where the Board of Directors may remove the Officer or Director by an absolute two-thirds majority vote. (f) The affected Officer or Director will be notified of the action of the Board of Directors by the President or Secretary of the Association.
ARTICLE V. Committees.
The President shall appoint all members of the standing and ad hoc committees except as otherwise provided for in these Bylaws for a period coincident with his/her term of office.
Membership Committee. The President-Elect is chairperson of the Membership Committee. This committee has the responsibility for all matters pertaining to the continuity and solicitation of and recurring services to the membership.
Nominating Committee. The Immediate Past President is chairperson of this committee that also includes the two preceding Immediate Past Presidents. In the event of a vacancy on the Nominating Committee, the President may appoint an active member(s) of the Association to fill the committee. The committee proposes nominees for President-Elect, Secretary, Treasurer, three Directors and for such other offices as may be vacant, and presents the nominees to the membership at the annual meeting. The committee also proposes nominees for life or honorary membership in the Association, AVMA Council vacancies, and recognition awards that the Association may confer.
Ad Hoc Committees. The President and/or the Executive Board may form ad hoc committees as needed to meet the objectives of the Association.
Communications. The chairperson of each committee shall report periodically to the Executive Board. Within 30 days following the annual meeting, the chairperson of each committee will submit a written summary of the activities of his/her committee to the Secretary.
ARTICLE VI. Annual Meetings
The annual meeting of the Association shall be held in conjunction with the annual meeting of the American Veterinary Medical Association. The annual meeting of the members may be held at another date, time, or location as determined by the Board of Directors.
The Executive Board shall announce the time and place of the annual meeting by delivery notice of the meeting to the membership and/or by publication in the Journal of the American Veterinary Medical Association at least thirty (30) days prior to the annual meeting.
Quorum. The presence of one-tenth (1/10) of the Voting Members constitutes a quorum. Unless provided for otherwise in these Bylaws or the Articles of Incorporation, any action requiring approval of the members shall be accomplished by a majority vote of the voting members present at the annual meeting.
The annual meeting shall be ruled under the customary parliamentary usage as set down in approved “Rules of Order.”
ARTICLE VII. Elections
Nominations. The Nominating Committee shall present to the membership, nominees for the office. Members shall have the opportunity to write-in candidates.
Elections. Election of officers shall be conducted by ballot. Ballot may be by a method determined by the Board of Directors. If an electronic voting method is selected, member must have the opporutnity and sufficient time to request and delivery a mail ballot.
ARTICLE VIII. Amendments.
The Bylaws of the Association may be amended by a majority vote of the qualified members present at the annual meeting. At least 30 days before the annual meeting, the Board of Directors must give written notification to the members and a recommendation to accept or reject the proposed amendment.