BY-LAWS OF VETERINARY HOSPITAL MANAGERS ASSOCIATION, INC. (Revised-March 18, 2015)

Transcription

1 BY-LAWS OF VETERINARY HOSPITAL MANAGERS ASSOCIATION, INC. (Revised-March 18, 2015) ARTICLE I Identification Section Name. The name of the Corporation shall be Veterinary Hospital Managers Association, Inc. Section Principal Office and Resident Agent. The Corporation shall have and continuously maintain a registered office in the State of Indiana. The Corporation may have offices at such other places within or without the United States of America as the Board of Directors may from time to time determine. The Corporation shall also have and continuously maintain a registered agent in the State of Indiana. ARTICLE ll. Purposes Section Purposes. The Corporation is a mutual benefit corporation organized within the meaning of Section 5.01 (c) (6) of the Internal Revenue Code of 1954, as the same may be amended from time to time, or the corresponding provisions of any future United States revenue law. As thus limited, the purposes for which the Corporation is organized shall include educational and fellowship opportunities for managers of veterinary hospitals and such further activities as may be approved by the Board of Directors, in accordance with the laws of the State of Indiana. Article lll Membership Section Classes of Members. There shall be five classes of members. a) Individual Membership. This class of member shall be limited to veterinary practice owners and veterinary practice personnel who spend at least 75% of their time either in the direct delivery of veterinary medicine or who have direct responsibility for the management and day-to-day operation of one or more veterinary hospitals. Individual members shall be voting members, eligible to hold office and shall be entitled to all benefits and services of the VHMA. b) Team Membership. This class of member shall be limited to veterinary practice owners and veterinary practice personnel actively involved in the same practice, each of who spends at least 75% of their time in the delivery of veterinary medicine or veterinary practice management. Each organization or practice may have an unlimited number of persons per 1

2 membership and each person shall have one vote in VHMA affairs. Each member shall be eligible to hold office but no two members from the organization or practice may hold office simultaneously. c) Student Membership. Students, not eligible for membership in any other class under Section 3.01, shall be eligible as student members. They must be enrolled in a professional curriculum related to veterinary medicine or business management at a recognized university or college. Student members shall be non-voting members, ineligible to hold office. d) Consultant Membership. This class of membership shall be limited to individuals and companies who provide management or other specific services on a contractual basis to veterinary hospitals. They shall be voting members and eligible to hold office. e) Honorary Membership. Honorary membership may be bestowed from time to time at the discretion of the Board of Directors of the Corporation. Honorary members shall be nonvoting members, ineligible to hold office. Section Annual Membership Dues. Members shall pay such annual membership dues, and other fees and assessments, as may be established from time to time by the Board of Directors of the Corporation, in accordance with their class of membership. Section Delinquency. a) Dues shall be payable in advance on such dates as are specified by the Board of Directors. A member shall be considered delinquent if dues are not paid within thirty (30) days after the due date. b) A delinquent member's membership shall terminate for nonpayment of dues, or other financial obligations to the Corporation, within thirty (30) days after delivery of notice of delinquency sent by the Executive Director to the members last known address, without notice and without hearing. c) A member whose membership has terminated for non-payment of dues or other obligations to the Corporation may be reinstated upon payment of past dues and other obligations, if any, to the Corporation, and re-application to establish continuing eligibility. Section Duration of Membership and Resignation. Membership in the Corporation may terminate by voluntary withdrawal or otherwise pursuant to these Bylaws. All rights, privileges and interest of a member in the Corporation shall cease on the termination of membership. A member may, by giving written notice of such intention, withdraw from membership. Such withdrawal shall not relieve the withdrawing member of obligations to the Corporation incurred before written notice of withdrawal is delivered to the Corporation. Section Suspension and Withdrawal. Membership in the Corporation may be suspended or terminated for cause. Sufficient cause may be violation of these Bylaws or any lawful rule or practice duly adopted by the Corporation, violation of government or medical society rules 2

3 or regulations related to veterinary practice, conduct prejudicial to the Corporation, or other due cause. Suspension or expulsion shall be by majority vote of the entire membership of the Board of Directors; provided, however, a statement of the grounds for discipline shall be delivered by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law to the last recorded address of the member at least thirty days before final action is to be taken by the Board of Directors. The statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to respond in accordance with procedures adopted by the Board of Directors. ARTICLE IV Meetings of Members Section Meetings. An annual meeting of the members of the Corporation shall be held at such time as may be set by the Board of Directors, for the purpose of reporting the results of the election of officers and directors, and for the transaction of such other business as may come before the meeting. The annual meeting shall be held at such place within or without the State of Indiana as may be determined by the Board of Directors. The failure to hold such meeting at the designated time shall not work any forfeiture or dissolution of the Corporation. Section Special Meetings. Special meetings of the members of the Corporation may be called by the President or by written petition by at least one-tenth (1/10th) of all members of the Corporation eligible to vote. Section Notice of Meetings. Written notice stating the place, day, and hour of any meetings of the members, and, in the case of special meetings, the purpose for which any such meeting is called, shall be delivered by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law, by the Secretary of the Corporation, or by the officer or persons calling the meeting, to each member of the Corporation at the address for such member which appears on the records of the Corporation, at least ten (10) days before the date of such meeting. Section Waiver of Notice. Notice of any meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the time and place of the meeting and purposes thereof. Attendance at any meeting in person shall constitute a waiver of notice thereof unless such attendance is for the purpose of objecting to the transaction of any business on grounds that the meeting was not lawfully called or convened. Section Quorum. The presence in person, by proxy, or by ballot of seven and a half percent (7.5%) of the members of the Corporation entitled to vote on any matter shall be necessary to constitute a quorum for all purposes at any meeting or upon any vote of the members of the Corporation. Unless at least one-third (1/3rd) of the members entitled to vote in person or by proxy is present, the only matters that may be voted upon at the annual meeting or a regular meeting are those matters that are described in the meeting notice. At 3

4 any meeting at which there is a quorum, the majority vote of the members shall be the act of the full membership, except as may be otherwise specifically provided by statute or by these By-laws. If a quorum is not present, a majority of the voting members present may adjourn the meeting from time to time, without any further notice until a quorum is present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled. Section 4.06 Voting. Voting by eligible members on all matters, including the election of officers and directors, by ballot or proxy may be conducted by mail or electronic media in accordance with applicable law. ARTICLE V Board of Directors Section Composition of Board of Directors. The business and affairs of the Corporation shall be conducted by a Board of Directors composed four Officers (President, Vice President, Secretary, and Treasurer), the Immediate Past President and three to six Directors at Large. The Executive Director of the Corporation shall serve as a non-voting member. Section Qualification of Directors. Members of the Board of Directors must have been members of the Corporation in good standing for a minimum of three years and must have current duties which include day-to-day practice management in order to be eligible to hold office. At the unanimous consent of the Board of Directors, the requirement of day-to-day management duties may be waived for one member to be eligible to serve on the Board of Directors at any one time. Section Terms of Office of Directors. Directors at Large shall be elected to serve for terms of two (2) years. Directors at Large may succeed themselves for two, two-year (2) terms (Directors at Large may serve a maximum of three consecutive terms (up to six years)). Section Election of Directors. Directors at Large shall be nominated by the Nominating Committee and shall be voted on by the Corporation members. Section Vacancies. If a Director at Large is elected an Officer during the two-year term, the Director at Large position shall become vacant. The Board of Directors may appoint a qualified member from the Corporation to complete the remainder of the term. Section Meetings. The Board of Directors shall hold at least one meeting each year. This meeting shall be held in conjunction with the annual meeting of the Corporation. Section Removal. An elected Director may be removed from office by vote of the membership that elected the Director. A statement of the grounds for removal shall be delivered by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law to the last recorded address of the Director at least thirty days 4

5 before final action is to be taken by the membership. The statement shall be accompanied by a notice of the time and place of the meeting of the membership at which the grounds for removal shall be considered and the Director shall have the opportunity to respond in accordance with procedures adopted by the Board of Directors. ARTICLE Vl Executive Committee Section Composition. The Executive Committee of the Board of Directors shall consist of the President, Vice President, Secretary and Treasurer. The President shall serve as Chairman of the Executive Committee. Section Duties. The Executive Committee shall act for and have the authority of the Board of Directors between the meetings of the Board of Directors, and shall promptly submit to the Board of Directors any proposed actions. The Executive Committee shall be required to carry out the mandate of the Board of Directors. The Executive Committee shall also prepare an annual budget for the Corporation. ARTICLE Vll Officers Section Composition. The Officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer. Section Qualifications. The Officers of the Corporation must fulfill the same qualifications as other members of the Board of Directors. The President must also have served on the Board of Directors as an Officer or Director at Large for a minimum of four complete years prior to serving as President. Section President. The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors. The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The President may, in the absence of the Vice President or Secretary, perform all duties incident to such offices. In agreement with other Board members, the President shall appoint and charge the chairmen of all standing and special committees. The President, after serving one elected term, shall succeed to the office of Immediate Past President for one term. Section Vice President. The Vice President shall perform the duties of the President in the absence of the President. He/she shall act as coordinator of the various committees and become thoroughly familiar with the work and progress of each committee. He/she may appoint a representative to serve on the Nominating Committee. He/she shall perform such other duties as may be prescribed by the President. 5

6 Section Secretary. The Secretary shall keep the minutes of the corporation. The Secretary shall give and serve all notices of the Corporation required to be served by these By-laws or as required by law. The Secretary shall perform all duties incident to the office of the Secretary and any duties as may from time to time be required by the Board of Directors. In the event the Treasurer is not able to complete his/her term, the Secretary will perform those duties until the President has selected a replacement. Section Treasurer. The Treasurer shall be responsible for all funds of the Corporation and for the proper accounting for all receipts and disbursements and the proper filing of all returns and reports required by all governing agencies. The Treasurer shall present at each annual membership meeting a detailed report of the financial status of the Corporation prepared by a CPA engaged by the Corporation and such additional reports as the Board of Directors may require. In general, he/she shall perform all duties incident to the office of Treasurer and such duties as may be assigned from time to time by the President. Section 7.07 Immediate Past President. The Immediate Past President shall act in the capacity of an advisor to the current President on all matters relating to the history and past association business decisions. The Immediate Past President shall act as the Nominating Committee Chair and shall be responsible for presenting the slate of officer candidates in accordance with ARTICLE VIII Section Section Removal. An elected Officer may be removed from office with or without cause by a two-thirds vote of the remaining Board Members present and voting at a meeting. An Officer who is removed may serve the remainder of his or her elected term on the Board as a Director. A notice of the time and place of the meeting shall be delivered by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law to the last recorded address of the Officer at least thirty days before final action is to be taken by the Board of Directors and the Officer shall have the opportunity to respond in accordance with procedures adopted by the Board. ARTICLE Vlll Nomination Election and Term Section Nominating Committee. The Nominating Committee shall consist of five (5) members appointed by the Board of Directors. The Immediate Past President shall be one of these members and shall serve as Chairman of the Nominating Committee. Section Nominating Process. The Nominating Committee shall prepare a slate of nominations for the positions of President, Vice President, Secretary, Treasurer, and Directors. This slate shall be submitted to the Executive Director at least one hundred twenty (120) days prior to the annual membership meeting. The slate shall contain at least one name for each office. The Executive Director shall deliver at least ninety (90) days prior to the annual membership meeting, by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law a copy of 6

7 the slate to each member eligible to vote. Additional nominations for such positions may be submitted in writing to the Executive Director over the signature of fifteen members of the Corporation eligible to vote, not less than sixty (60) days prior to the annual membership meeting. The Executive Director shall prepare an official ballot or proxy and deliver by first class mail, or by electronic mail, or any other means of verifiable transmission approved by the Board of Directors in accordance with applicable law, said ballot or proxy to each member eligible to vote no less than forty-five (45) days prior to the annual membership meeting. Voting shall be by plurality vote submitted. The return deadline for receipt of the ballot or proxy shall be fifteen (15) days prior to the annual membership meeting, at which the vote shall be taken. Section Terms of Officers. The President, Vice President, Secretary and Treasurer shall serve one two-year term, at the end of which time the President shall become Past President. Officers shall take office at the conclusion of the annual membership meeting. Section Succession. The President and Vice President may succeed themselves in the event that the office would be left vacant. The Secretary and Treasurer may succeed themselves for one two-year (2) term. Section Vacancies. If the office of the President becomes vacant for any reason, the Board of Directors shall appoint another member from the current Board of Directors who would otherwise qualify to serve as President for the remainder of the unexpired term. He/she shall then serve the remainder of the unexpired term. If any Officer position, other than the President, becomes vacant for any reason, the Board of Directors may appoint another member from membership who would otherwise qualify to serve as an Officer for the remainder of the unexpired term. Section Unfulfilled Duties. If any Board Member is unavailable to fulfill the duties of office for a period of 60 consecutive days, the Board of Directors may appoint a replacement until the next election. ARTICLE IX Committees Section Creation. The Board of Directors may appoint such standing and special committees as it may from time to time deem necessary or desirable. The President, subject to the approval of the Board of Directors, shall appoint the chairmen of the standing and special committees and shall specify the function or functions of these committees, the number of the members thereof and their terms of office (if fixed). Subject to the authority of the Board of Directors, such committees may consider and investigate such matters, and perform such acts and responsibilities as may be referred or delegated to them by the Board of Directors. Section Operations. Except as may otherwise be provided by resolution of the Board of Directors in the case of particular committees, the following provisions shall be applicable to all standing and special committees appointed pursuant to this Article IX: 7

8 (a) The members of such committees shall be appointed by the President, subject to the approval of the Board of Directors. (b) A majority of the voting members of any such committee shall constitute a quorum at any meeting thereof. (c) Any such committee may operate by its own rules or procedure with the approval of the Board of Directors. ARTICLE X Certified Veterinary Practice Manager Board Section Certified Veterinary Practice Manager Board. The name of this Board shall be referred to as the Certified Veterinary Practice Manager Board. It shall exist to serve the public and the field of veterinary management through the establishment and maintenance of criteria and procedures for the Certified Veterinary Practice Manager (CVPM) certification program. The Certified Veterinary Practice Manager Board shall have full authority to establish policies, rules, regulations, and requirements, as well as, be responsible for the financial business of the certification program. The Certified Veterinary Practice Manager Board shall operate in accordance with the established Bylaws and Standard Operating Procedures. The Certified Veterinary Practice Manager Board shall maintain a current cost-sharing agreement for management, equipment, supplies and expenses through the Veterinary Hospital Managers Association. The Veterinary Hospital Managers Association, Inc. shall appoint one Board member to serve as a liaison to the Certified Veterinary Practice Manager Board who shall serve as a non-voting member. Amendments to this article may only be made upon the approval of both the Veterinary Hospital Managers Association, Inc. Board of Directors and the Certified Veterinary Practice Manager Board. ARTICLE XI Indemnification and Insurance Section Power to Indemnify. The Corporation shall have the power to indemnify any person who is or was an officer, director, employee or agent of the Corporation, to the extent permitted by law. Section Liability Insurance. The corporation shall purchase and maintain insurance on behalf of the Corporation, and any person who is or was an officer, director, employee or agent of the Corporation, against any liability asserted against the Corporation or such person, and arising out of acts or omissions by or on behalf of the Corporation. ARTICLE XlI Use of Funds and Dissolution 8

9 Section Use of Funds and Dissolution. The Corporation shall use its funds only to accomplish the objectives and purposes specified in these By-laws, and no part of its funds shall inure, or be distributed to the members of the Corporation. On dissolution of the Corporation any funds remaining shall be distributed to one or more regularly organized and qualified professional societies, trade associations, charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors. ARTICLE XllI Miscellaneous Section Fiscal Year. The fiscal year of the Corporation shall be as established by the Board of Directors. Section Budget. The budget of estimated income and expenditures of the Corporation and all revisions thereof, shall be approved by the Board of Directors. Section Amendments to By-laws. The Board of Directors of the Corporation shall have the power, without the assent or vote of the members to make, alter, amend or repeal the Bylaws providing for the internal regulation and conduct of the affairs of the Corporation, provided that a number of Directors equal to a majority of the number would constitute a full Board of Directors at the time of such action vote affirmatively for such action. 9