CONSTITUTION AND BY-LAWS THE INTERNATIONAL VETERINARY RADIOLOGY ASSOCIATION. ARTICLE I Name: Corporation; Internal Revenue Code 501(c)(3) Exemption

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1 1 CONSTITUTION AND BY-LAWS THE INTERNATIONAL VETERINARY RADIOLOGY ASSOCIATION ARTICLE I Name: Corporation; Internal Revenue Code 501(c)(3) Exemption Section 5. The name of this organization shall be The International Veterinary Radiology Association ("Association"). The Association shall be a selfcontained, not for profit, organization, organized as a corporation pursuant to the laws of the Commonwealth of Pennsylvania, USA. In this Constitution, the word "radiology" is a generic term used to include all aspects of veterinary diagnostic imaging, veterinary radiation oncology and the radiological sciences in general. The Association is organized exclusively for education and scientific purposes, within the meaning of Section 501(c)(3) of the United States Internal Revenue Code (or corresponding section of any future United states federal tax code). No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) of the United States Internal Revenue code purposes. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence United States government legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any United States political campaign on behalf of or in opposition to any candidate for the United States public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from United States federal income tax under Section 501(c)(3) of the United States Internal Revenue code (or corresponding section of any future United States federal tax code) or (b) by a corporation/organization, contributions to which are deductible under Section 170(c)(2) of the United States Internal Revenue Code (or corresponding section of any future United States federal tax code). Upon dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the

2 2 United States Internal Revenue Code, i.e., charitable, educational, religious or scientific, or corresponding section of any future United States federal tax code, or shall be distributed to the United States federal government, or to a state or local government for a public purpose. ARTICLE II Purpose Section 5. The purpose of the Association is to encourage and promote all forms of scientific endeavors and research involving veterinary radiology. To disburse knowledge of veterinary radiology throughout the world. To represent the radiology discipline in other veterinary organizations. To encourage training in veterinary radiology. To encourage presentation of scientific papers on the results of radiology research. ARTICLE III Membership The Association shall have the three following classifications of membership requiring the indicated qualifications: (1) Veterinary Member. A veterinary member shall be a licensed veterinarian in good standing in his/her country of practice. (2) Associate Member. An associate member shall be a person who is interested in veterinary medicine and who contributed in some manner to the field of radiology and is, by a majority of the voting Board of Directors elected to the position of associate membership. (3) Honorary Member. An honorary membership may be awarded to a member of this Association, or a veterinarian, distinguished scientist and any other person in any part of the world who has made or is making an outstanding contribution to the advancement of radiology. Honorary membership shall be awarded on nomination of the Board of Directors and election by a majority vote at the membership meeting. Such members shall be exempt from the payment of dues. An individual member of the Association shall have no financial responsibility or liability to the Association other than the payment of dues. Application for membership may be made either by written application to the secretary of the Association or by recommendation by a director of the

3 3 Association or any national or regional veterinary radiology society. All applications for membership shall be subject to review and refusal, with or without cause by a vote of majority of the Board of Directors voting. Section 5. Upon a vote of the majority of the Board of Directors voting, a member may be disciplined or removed as a member for any cause by the Board of Directors as it in its sole discretion shall decide. A member so disciplined or removed shall have the right of appeal to a Committee appointed by the President. Each member shall have the right to cast one (1) vote for election of a member to each office and each directorship of the Association. The vote may be cast at a membership meeting of the Association in person or by written proxies given to another member of the Association. ARTICLE IV Membership Meetings (1) The Board of Directors shall set a date and a place for the membership meeting of the Association which shall be no less frequent than every three (3) years. (2) Prior to the commencement of the meeting, the Secretary shall distribute an agenda for the meeting which shall include: (a) (b) (c) (d) (e) Review of the actions of the Board of Directors since the last membership meeting. Report of the secretary. Report of the treasurer of the finances of the association. Reports of the committees. Such other business as shall be appropriate before the membership meeting. (3) A quorum of thirty-five (35) members, either present in person or by proxy, shall be required for the Association to conduct business at the membership meeting. (4) A member who is unable to attend may give his written proxy to another member attending the meeting.

4 4 ARTICLE V Board of Directors The Board of Directors shall consist of no less than six (6) nor more than twenty (20) members of the Association who shall serve for a three-year period upon election by the membership as follows: The President, Vice-president, Secretary, Treasurer and immediate Past President shall be automatically elected as a member of the Board of Directors. In addition, the membership may elect additional members of the Association, not exceeding fifteen (15) in number, as Directors who shall also serve on the Board of Directors. All officers and directors shall be active members of the Association in good standing. A primary consideration in the nomination and election of officers and directors set forth above shall be the representation by the officers and directors of different countries and regions in the world. The Board of Directors may act only by a majority vote of the members present or votes cast by written proxy given to another member of the Board of Directors. The Board of Directors shall have the responsibility for recommending to the membership succeeding officers and members to the Board of Directors. In addition, other members may be nominated to fill the elected positions by other members of the Association. The Board of Directors may appoint other members of the Association to serve in other offices or committees to be created. A quorum for a meeting of the Board of Directors shall be five (5) members of the Board of Directors and require a majority of the members present and voting for the Board of Directors to conduct any business. The Board shall have a membership meeting no less frequently than once every three (3) years. Special meetings of the Board may be called by any three (3) members of the Board of Directors giving thirty (30) days opportunity for the Board to meet. The Board may meet either in person or by electronic communication (provided all members can be contacted by electronic communication), or by written correspondence, if agreed to by a majority of the Directors. ARTICLE VI Amendments Proposed Amendments to the Constitution and By-laws submitted in writing and signed by ten (10) members in good standing shall be first considered by the Board of Directors for their recommendation to the full membership. The proposed amendment with the recommendation of the Board, either favorable or unfavorable will be introduced at the membership meeting at which the proposed amendment will be discussed. An affirmative vote of the majority of the membership voting at the meeting,

5 5 either in person or by written proxy, shall be required for the adoption of an amendment. ARTICLE VII Election and Duties of Officers and Directors The President, Vice President, Secretary, Treasurer and the Directors shall be members in good standing elected by a majority vote of the members present at the membership meeting and shall serve for a period of time from the end of that membership meeting to the end of the next membership meeting (i.e. three years) or in the event of their earlier retirement, until their successor shall be elected. This election shall take place at the membership meeting of the Association. In the event of an early retirement (between association meetings) a locum director may be appointed by the IVRA officers in consultation until the next IVRA meeting. Nominations for vacancies shall be made by a committee of the Board of Directors consisting of the most immediate Past President and two (2) other appointed Directors. Additional nominations may be made in writing to the Secretary of the Association on the written nominations signed by at least five (5) active members in good standing which shall be presented to the Secretary not less than twenty-one (21) days prior to the commencement of the membership meeting. Duties of the President and Vice-President: (1) The President shall preside over all meetings of the Association, shall be a member ex-officio of all committees, and shall perform the usual duties of such office. The President shall hold office for a maximum of three (3) years. (2) The Vice-President shall be an ex-officio member of all committees, shall preside at meetings in the absence of the President, and he/she shall succeed to the office of President when that office is vacated or the President is unable to serve. The Vice-President shall hold office for a maximum of three (3) years.

6 6 Duties of the Secretary: (1) It shall be the responsibility of the Secretary to serve as an Executive Officer of the Association and (a) (b) Notify the membership of all meetings Send membership mailings (2) Record, transcribe and distribute minutes of all business meetings of the Association and meetings of the Board of Directors. She/he shall verify and read copies of the minutes of all Board and Association meetings to the membership at the membership meetings. (3) Maintain an accurate membership list and send membership acknowledgement to all new members. (4) Receive and answer correspondence. (5) Endeavor to keep the Board of Directors and membership informed of all Association activities. (6) Make a report of the activities of the office at the membership meeting. (7) Other duties as may be considered by the Board of Directors to be appropriate to the office. (8) The Secretary shall hold office for a term of three years (but may be re-elected for consecutive terms). Section 5. Duties of the Treasurer: The Treasurer shall maintain the funds of the association in insured institutions in the United States. The Treasurer shall be a member of the association who, unless excused by a majority vote of the Board, is a resident of the United States during her/his term in office. The Treasurer shall post a fidelity bond which shall be paid by the Association. (1) Maintain clear, accurate and accessible financial records. (2) Make a report of the activities of the office at the membership meeting. (3) Pay bills promptly.

7 7 (4) Keep records in an approved accounting manner. (5) Arrange for Fidelity Bond for the Treasurer which shall be purchased by the Association. (6) Other duties as may be considered by the Board of Directors to be appropriate to the office. (7) The Treasurer shall hold office for a term of three years (but may be re-elected for consecutive terms). Section 6. Duties of the Directors: (1) It shall be the duty of the Directors to conduct and direct the business of the Association and to individually endeavor to increase the membership of the Association in their region. To further this duty, the members of the Board of Directors shall attend all membership meetings and shall attempt to attend all special meetings that may be called from time to time upon the written request of any three (3) members of the Board of Directors. (2) The Board of Directors shall appoint a finance sub-committee which shall comprise of the Secretary and the Treasurer and two (2) other members of the Association. The Board of Directors may terminate the appointment of any member to the Finance Committee at any time. The signature of any two (2) members of the Finance Committee shall be required to authorize any withdrawal of funds from the Association accounts. (3) The special meetings of the Board of Directors, which may from time to time be called by the written request of any three (3) members of the Board of Directors may be conducted and minutes prepared by written or electronic circulation of such motions and resolutions as the Board may wish to consider. Further, the Board may conduct its business by electronic correspondence, in any form, provided such communication is available to all Directors. The quorum of the Board shall be five (5) members and any action by the Board shall be by a majority of the quorum present and voting. (4) The Directors shall hold office for a term of three years (but may be re-elected for consecutive terms).

8 8 ARTICLE VIII Dues Membership dues shall be established from time to time by the Board of Directors at the membership meeting. The Board shall make a reasonable effort to have either the National or Regional Veterinary Society collect the dues of individuals for this Association. Where this cannot be reasonably collected, the Directors shall assume the responsibility for sending out statements and collecting the dues for the members in their region and remitting them to the Treasurer in a timely manner. ARTICLE IX Committees In addition to the Directors Nominating Committee and the Finance Committee set forth above, the Board of Directors may establish the following committees and their composition shall be appointed by the Board of Directors. The Chairman of each committee shall be a member in good standing of the Board of Directors. (1) Directors Nominating (2) Finance (3) Scientific Meeting (4) Travel Fellowship (5) Such other special committees as may from time to time be designated by the Board of Directors. Adopted by the Membership at the Membership Meeting on the twenty- fifth day of August, Secretary Hester Mc Allister (Print name)