Bylaws of the Harris County Veterinary Medical Association

 

ARTICLE I

NAME AND PRINCIPAL OFFICE

The name of the corporation shall be the Harris County Veterinary Medical Association, and is hereafter referred to as the “Association” or “HCVMA”. The Association shall be incorporated as a nonprofit, tax-exempt corporation organized under the laws of the State of Texas for the purposes set forth herein, and in the Certificate of Incorporation. The Fiscal Year of the Association shall be the Calendar Year. The principal office of the Association shall be in the State of Texas.

 

ARTICLE II

PURPOSES AND LIMITATIONS

A.     Objectives. The objectives of the Association shall be:

The advancement of Veterinary Science and the Veterinary Profession; the Protection of Public Health, the Education, Ethical, and Moral Improvement of its members; and the Defense of their rights.

 

B. Ethics. The principles of ethics of the American Veterinary Medical Association and the Texas Veterinary Medical Association shall be the principles of ethics of this organization and shall be considered part of these Bylaws.

 

ARTICLE III

MEMBERS

A. Classes of Members. Membership in the Association shall include:

1. Active members,

2. Life members,

3. Complimentary first year graduate members,

4. Distinguished members,

5. Honorary members,

6. Associate members.

 

The qualifications required of the respective classes, their rights and method of their election are set forth as below.

To be eligible for any class of membership in this Association, with the exception of Honorary members, the applicant must be:

1. A veterinarian, a graduate of an American Veterinary Medical Association Accredited Veterinary college, residing in Harris County or the adjoining Counties, in the State of Texas.

2. Of high moral and professional character.

 

B. Admitting Members and Renewing Membership

1. Active Members. Each candidate for membership shall be endorsed by two (2) members of this Association.  Active members of the Association shall have full membership rights and voting privileges. The Board of Directors will review the candidate’s application.  The candidate shall become a member by two-thirds affirmative vote of the Board of Directors.  Election to and renewal of active membership requires payment of annual dues.

2. Life Members. Any member reaching their sixty‑fifth birthday, and having been a member in good standing for twenty or more consecutive years, immediately preceding said birth date, is eligible for Life Membership. Persons holding Life Membership shall have all the privileges and responsibilities of general membership, except annual payment of dues.

3. Complimentary First Year Graduate Members. The Board may extend complimentary membership to new graduate veterinarians of Colleges of Veterinary Medicine. Dues are complimentary until renewal of Active membership the following January.

4. Distinguished Members. Members and former members who have distinguished themselves by their dedication and meritorious services to the HCVMA, elected on nomination by the Board of Directors and by majority vote of the members present at the next general membership meeting, having all rights and privileges of active members, except dues payment.

5. Honorary Members. Any three (3) members of this Association may propose Honorary members, in writing. These proposals shall give a biography of the candidate. Honorary membership shall be granted only to persons who have aided the advancement of the Veterinary Profession. Honorary Members are accorded all privileges of regular membership, except voting and payment of dues. A suitable plaque and a letter from this Association, signed by the President, shall accompany notification of the individual's appointment as an Honorary Member of this Association. Honorary members shall be elected by two‑thirds vote of the members present.

6. Associate Members. Any graduate veterinarian not otherwise eligible for membership may be accepted for associate membership upon approval of the Executive Board. Proof of graduation shall be submitted with application and two (2) members of this Association recommending the candidate for membership shall endorse each candidate for associate membership. Associate members shall have all privileges except the right to vote or hold offices. Dues shall be the same as Active membership.

 

C. Agreement. Acceptance of membership in this Association shall constitute an agreement by each member to comply with the Bylaws of the Association and to recognize the Board of Directors as the sole and only judge of their right to remain a member.

 

D. Application for Membership. Applications for membership shall be made on a form approved by the Board of Directors, and shall be filed with the Secretary.

 

E. Membership Fees and Dues.

1. Annual Dues. The Board of Directors shall determine dues for active and associate members.

2. Renewal Due Date. Membership renewals and payment of dues are due at the Association office by January 1st each year. Any member whose dues are not paid by March 1st of the current year shall be declared a delinquent member. Written notice shall be given by March 15th by the Secretary to the delinquent member that unless payment is received by April 1st, a delinquent fee of $25.00 will be added to the dues.  Such members must be reinstated at the discretion of the Board of Directors.  Prospective members, wishing to join the HCVMA after July 1st of the calendar year will only be required to pay ½ dues for the remainder of the first calendar year.

 

F. Sanctioning, Suspending, or Terminating Members. The Board of Directors may impose sanctions, suspend, or expel any member who fails to abide by the objectives, ethics, eligibility, or membership requirements of the Association.

 

G. Reinstatement. Any member failing to maintain membership requirements may, at the discretion of the Board of Directors, be reinstated at a later date if, in the judgment of the Board of Directors, they have fulfilled the requirements set forth in these Bylaws. Should a member desire to regain membership after delinquency, they must pay one year’s dues and any delinquency fees assessed.  Any member or members expelled by the Board of Directors must make written application for readmission.  The expelled member or members shall be restored to full membership with formal re-application and approval by two-thirds of the members attending a regular stated meeting.

 

 

ARTICLE IV

MEETINGS OF MEMBERS

A. Regular Meetings. This Association shall hold a minimum of nine (9) regular monthly meetings per year. The regular meetings shall be on the day and place set by the President and approved by the Board of Directors. The President of the Association shall act as the presiding officer of the meetings.

 

B. Special Meetings. Special meetings of the Association may be called at the discretion of the President, the Board of Directors, or at a written request of ten (10) members in good standing. The particular object of such meetings shall be mentioned in a notice, a copy of which shall be mailed to each member of this Association by the Secretary at least ten days prior to such meeting.

 

C. Quorum.  Twenty percent (20%) of the paid-up membership shall constitute a quorum at meetings. 

 

ARTICLE V

BOARD OF DIRECTORS

A. Number, Qualifications, and Tenure of Directors. The control and administration of this Association shall be vested in the HCVMA Board of Directors, which shall consist of the following:

1. The President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President and eight Directors elected at-large, all of whom must be Active members in good standing of the Association (tenure determined by term of office),

2. The President of the Association shall be the Chairman of the Board of Directors.

 

B. Meetings of the Board of Directors. The Board of Directors shall meet at least each month that this Association holds a regular meeting, and at other times and at such places as the chairman may determine. The Board of Directors shall meet at a time and place set by the President and approved by the Board of Directors. Fifty-one percent (51%) of the Board of Directors shall constitute a quorum at Board of Directors meetings.  Any Association member may attend a Board of Directors meeting.  Robert's Rules of Order shall be the guide for the parliamentary practice in the meetings of this Association.

 

C. Duties of the Board of Directors. It is the duty of the Board of Directors to carry out the purposes and objectives of the Association. The Board shall manage, control, and supervise the business, activities, property, and other affairs of the Association. The Board shall: appoint and remunerate agents and employees; disburse funds of the Association; purchase, lease, sell, transfer, and otherwise convey property; and establish and adopt such policies, rules, and regulations for the conduct of its business or any other lawful activities deemed necessary to further the purposes of the Association, in accordance with the Certificate of Incorporation and these Bylaws, in their present or amended form, and with any applicable law.

 

D. Actions of Board of Directors. Every decision of the Board of Directors shall be by a majority vote, unless otherwise required by law, the policies of the Board, or these bylaws. Each Board member shall be entitled to one (1) vote on any matter coming before the Board.  Proxies are acceptable means of designating a representative for voting purposes. 

 

E. Compensation. Members of the Board of Directors shall not receive any compensation or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Association of actual, reasonable expenses incurred by members associated with the conduct of authorized Association business.

 

 

ARTICLE VI

OFFICERS & DIRECTORS

A. Officer Positions. The officers of the Association shall be a President, President-Elect, Vice-President, Secretary, Treasurer, Immediate Past President and eight Directors elected at-large. The powers, duties, terms of office and method of election of the officers shall be set forth in these bylaws. All officers must be Active members in good standing of the Association.

 

B. Election of Officers.

1. Election Committee. The Election Committee shall canvass and certify to the propriety of nominations and elections conducted by procedures herein described.

2. Nomination of Officers. At the annual election, there shall be at least one (1) nominee for each office, and their names shall be presented to the membership in writing at least three (3) days prior to the meeting in which the election will occur. Nominations for elective offices from the floor will be accepted. Each nominee must be endorsed by two (2) Active Members and must agree to serve. Where there are no nominees for an office, the Nominating Committee shall choose one or more nominees for that office.

3. Election. Election of officers shall be by written ballot. Ballots shall be mailed to all active members in good standing of the Association during November. Ballots must be returned to the Secretary not more than twenty-one (21) days from the date of mailing to members. The Secretary shall tabulate the votes within twenty (20) days after the deadline. The results and tabulations shall be certified by the Board of Directors; the nominee receiving the highest number of votes for each office shall be certified to that office. Tie votes will be decided by the Board of Directors. Those elected shall be notified as soon as possible, and the results publicized to the membership. The newly elected officers shall be installed in office at an Officer Installation meeting near the beginning of the calendar year following their election.

 

C. Duties and Terms of Office.

1. President. The president shall preside at all meetings of this Association and at all meetings of the Board of Directors. The President shall appoint the Treasurer and all standing committees not otherwise provided for. The term of office shall begin at the Officer Installation meeting and expire the following year when the succeeding President is installed, at which time the outgoing President shall become the Immediate Past President.

2. President-Elect. The President–Elect shall at all times cooperate with the President and become familiar with the duties of that office. In the temporary absence of the President, the President-Elect shall assume those duties. Upon expiration of the President’s term of office, the President-Elect shall assume the office of President for a term of one (1) year.  The President-Elect shall be the Chairman of the Ethics and Grievance Committee.

3. Vice-President. The vice president shall at all times cooperate with the President and perform such duties as may be assigned. In the temporary absence of the President or the President-Elect, the Vice-President shall assume those duties. The term of office shall be for one (1) year. 

4. Immediate Past President. The Immediate Past President shall be the retiring President. If the President, President-Elect, or Vice-President is unable to perform the duties of President, the Immediate Past President shall serve as acting President until one of the above officers can resume duties.

5. Secretary. The Secretary shall keep the minutes of all meetings, notify all officers and members of the place and hour of all meetings, take charge of and conduct the correspondence of the Association, and keep a copy of all official letters written with copies of replies to same. The Secretary shall receive all applications for membership and keep and maintain the records of the Association and rolls of membership.

6. Treasurer. The treasurer shall be appointed for a single year term by the President, upon approval of the Board of Directors, and shall be a member in good standing of the Association. The Treasurer’s duties shall consist of receiving all fees and monies due this Association, and assisting in the preparation of the annual HCVMA budget as a member of the Budget Committee. The Treasurer shall keep accurate records of the HCVMA receipts and expenditures, shall submit a report of such activities monthly to the Board of Directors, and shall prepare a detailed report for review at the first Board of Directors meeting each year.

7. Directors. There shall be four Directors elected annually for two-year terms.  The first year there shall be four elected for one-year terms and four elected for two-year terms.

D. Removal of Officers and Directors. The Board of Directors may remove any Officer or Director from office whenever, in its judgment, the best interests of the Association will be served thereby. An Officer may be removed by a two-thirds (2/3) affirmative vote of the Board or Membership at any regular meeting or special meeting of the Board of Directors at which a quorum is present, and under rules or procedures approved by the Board.

 

E. Vacancies of Elected Offices. If the office of President becomes vacant, the President-elect will fill the remainder of the un-expired term and continue to serve the following year as President. If the office of President-elect becomes vacant, the Vice President will fill the remainder of the un-expired term and become President the following year. If the office of Vice President becomes vacant the Board of Directors may select a replacement for the remainder of the un-expired term.

 

ARTICLE VII

COMMITTEES

A. Establishing Committees. The President shall appoint members to all vacancies existing on standing committees and shall designate the chairman each year.  The chairman candidates shall be approved by a majority of the elected officers of the Association and the immediate past President. When possible, the chairmen will be appointed from the Directors. Special committees may be appointed at the discretion of the President. All committees shall report to the Board of Directors.

 

B. Authorization of Specific Committees.

1. Ethics and Grievance Committee.  The Ethics and Grievance Committee shall consist of at least three (3) members: the President‑Elect, the immediate Past President, and one appointed member. The chairman shall be the President‑Elect. It shall be the duty of the Ethics and Grievance Committee to hear any complaints for the alleged violation of the Code of Ethics of this Association, and to in­vestigate grievances against members, and strive for a satisfactory solution.

2. Director of Continuing Education.  The Director of Continuing Education shall be appointed by the President, President‑Elect and Vice President. The Director will serve for a period of two (2) years. Duties shall be to coordinate all association-sponsored Continuing Education meetings to insure that all meetings are properly administered.

3. TVMA District Directors Committee.  The Texas Veterinary Medical Association District Directors Committee will consist of the members of this Association who are elected to represent Harris County as Directors to the Texas Veterinary Medical Association. This committee shall give monthly reports to the Board of Directors on activities of the Texas Veterinary Medical Association.

4. Budget Committee. The Budget Committee shall consist of the President, Immediate Past-President, President-Elect and the Treasurer.  The duties of the Budget Committee are to propose a workable budget for Harris County Veterinary Medical Association and assist in seeing that the budget is carried out. The report shall be given annually. The budget shall run concurrently with the fiscal year.

5. Membership Services Committee.  The Membership Services Committee shall have the duties of responsibility of ordering, purchasing, and making available for most efficient use by members, various films, printed and electronically reproduced educational materials approved by the Board of Directors, and to gather information on health and activities of members and order flowers or appropriate remembrances as become necessary, and other duties and responsibilities as may from time to time fall into the scope of such committee.

6. Nominating Committee. There shall be a Nomination Committee of three (3) members consisting of the President, President-Elect and the Immediate Past-President.  Their duties will be to select at least one (1) nominee for each office.

7. Election Committee.  There shall be an Election Committee of three (3) members appointed by the President. Their duties will be to supervise, count and certify the results of voting at the annual election.

8. Inter-Professional Liaison.

9. Public Health.

10. Humane Societies Liaison.

 

C. Actions of Committees. A majority of the committee’s members shall constitute a quorum. Every decision of the committee shall be by a majority vote of members present and voting, unless otherwise required by law or these Bylaws. Each committee member shall be entitled to one (1) vote on any matter coming before the committee.

 

D. Rules. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board of Directors.

 

ARTICLE VIII

TRANSACTIONS OF CORPORATION

A. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

 

B. Deposits and Funds. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

 

C. Checks. All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors from time to time may designate.

 

D. Gifts. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes, or for any special purpose, of the corporation.

 

ARTICLE IX

BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of meetings of its members, the Board of Directors, and any committees having any authority of the Board of Directors. Any members, or their agent, or attorney may inspect all books and records of the Association, for any purposes, at any reasonable time. The accounts of the Association shall be reviewed periodically as required by law, regulation, or at the direction of the Board of Directors.

 

ARTICLE X

INDEMNIFICATION

The Association shall indemnify its directors to the fullest extent permitted by the Texas non-profit corporation act as now in effect and as hereafter amended and may, in and to the extent authorized by the board of directors, so indemnify its officers and other persons whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever.

 

ARTICLE XI

NOTICE AND WAIVER

The President shall give notice of all meetings of the Board of Directors to all Board members no less than ten (10) days prior to the meeting. Any notice may be waived before or after the date and time stated in the notice. Except as provided herein, the waiver must be in writing, signed by the person entitled to the notice, and delivered to the Association office for inclusion in the minutes, or for filing with the corporate records.

A Board member’s attendance at, or participation in, a meeting shall constitute waiver of any required notice unless the member shall, at the beginning of the meeting, object to the holding of the meeting or transaction of business at the meeting, and does not thereafter vote for, or assent to, any action taken at the meeting.

ARTICLE XII

SPECIAL PROCEDURES CONCERNING BOARD MEETINGS

A. Meeting by Telephone. The President may authorize a Board meeting via telephone conference, or similar form of telecommunications, when deemed necessary, provided that ten (10) days notice of such telephone conference is given to each Board member. Should an item of business require immediate attention and action by the Board, a telephone conference may be called without previous notice, so long as all of the Board members have been contacted and advised of such telephone meeting and the item(s) to be reviewed or acted upon. All Board members participating in a telephone conference meeting must be able to hear, and communicate effectively with, each other. A two-thirds (2/3) roll call vote of the Board members in attendance will be necessary to carry a resolution and to authorize Board action at a telephone conference meeting.

 

B. Mail Votes. Should a matter requiring a vote of the Board of Directors arise between Board meetings, a ballot by mail, facsimile transmission, or other appropriate means authorized by the President, may be taken. A two-thirds (2/3) affirmative vote of the entire voting membership of the Board shall be necessary to carry any motion, and all members of the Board must consent, in writing, to the adoption of a resolution authorizing the action. The signed consents, or signed copies, shall be placed in the minutes book of the Board of Directors.

 

ARTICLE XIII

AMENDING BYLAWS

The Bylaws shall not be altered or amended, except by vote of two‑thirds of the members present at the stated meeting, at which such action may be effected, and no alteration or amendment shall have effect or virtue, unless it shall be proposed in writing, and signed by at least twenty‑five members at the regular meeting previous to its adoption.

 

ARTICLE XIV

MISCELLANEOUS PROVISIONS

A. Legal Authorities Governing Construction of Bylaws. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended form time to time.

 

B. Legal Construction. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.

 

C. Headings. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.

 

D. Gender. Where the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

 

E. Power of Attorney. A person may execute any instrument related to the Association by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Association to be kept with the Association records.

 

F. Parties Bound. The bylaws shall be binding upon and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.

 

ARTICLE XV

DISSOLUTION

No dividends or distribution of the property of this Association or its successor or successors shall be made until all debts are fully paid and then only upon its final dissolution and surrender of organization and name. No distribution shall be made except by a vote of a majority of the members. In the event of dissolution of this organization, all monies remaining on hand after payment of necessary expenses, legal obligations, and expenses incurred in closing the affairs of the Association shall be given to the Texas Veterinary Medical Association.