BYLAWS OF THE ASSOCIATION OF ANIMAL HEALTH TECHNOLOGISTS

Transcription

1 BYLAWS OF THE ASSOCIATION OF ANIMAL HEALTH TECHNOLOGISTS Table of Contents 1 Definitions and Interpretation Name Head Office Seal Board of Directors... 4 Board Members... 4 Election... 4 Term of Office... 5 Termination, Board of Directors... 5 Vacancies, Board of Directors... 5 Remuneration of Directors... 5 Powers, Board of Directors Signing Authority Meetings... 6 Quorum... 6 Meetings, Board... 6 General and Annual General Meetings... 6 Special Meetings... 7 Notice... 7 Voting Membership... 9 The Board shall approve or reject all Membership applications Categories of Members... 9 Dues and Fees Special Assessments Mandatory Continuing Education Register of Members Duties of the Board President... 11

2 2 Vice President Secretary Treasurer Past President Executive Director Committees Financial Year Borrowing, Depositing and Investment of Funds Publications, Books and Records, Execution of Documents Amendments Professional Conduct Regulation...16

3 3 Article 1 - Bylaw Definitions and Interpretation 1.1 In these Bylaws, the following words have these meanings: ABVMA - the Alberta Veterinary Medical Association Animal Health Technologist or AHT- an individual who has graduated from an Animal Health Technology program accredited by the CVMA or who has completed an assessment of education and skills approved by the Board and the ABVMA Council jointly Animal Health Technology - the science and art of providing all aspects of professional medical care and treatment for animals with the exception of diagnoses, prescribing, and surgery Association or AAAHT - the Alberta Association of Animal Health Technologists Board - the Board of Directors of the Association CAAHTT/ACTSA - the Canadian Association of Animal Health Technologists and Technicians Capital Expenditures - equipment purchased for the Association for the dayto-day running of the Association, i.e. office equipment and furniture CVMA - the Canadian Veterinary Medical Association Registered Animal Health Technologist or RAHT - an AHT member of the Alberta Veterinary Medical Association, registered in accordance with the Veterinary Profession Act and Veterinary Profession Act General Regulation, Section Registered Veterinarian - an individual who is validly and currently licensed to practice veterinary medicine in the province of Alberta Voting Member - In accordance with the Bylaws, all Registered Animal Health Technologists of the AAAHT have voting privileges at the Annual General or General Association meeting VPA - Veterinary Profession Act In these Bylaws and in all other Bylaws of the Association hereafter passed unless the context requires, words imparting the singular number or the masculine gender shall include the plural or the feminine gender, as the case may be, and vice-versa and references to persons shall include firms and corporations.

4 4 Article 2 - Name 2.1 The name of the Association is Alberta Association of Animal Health Technologists. Article 3- Head Office 3.1 The head office of the Association shall be in the Province of Alberta at such a place as the Board may from time to time determine acting reasonably. Article 4 - Seal 4.1 The seal, an impression whereof is stamped in the margin, shall be the Association seal and shall be used by the President. Article 5 - Board of Directors 5.1 Board Members The affairs of the Association shall be managed by a Board of at least seven (7) members, the majority of which must be RAHTs The positions of the Board will include the Officers of President, Vice President, Secretary, and Treasurer Officers will be elected by the Directors of the Board at the first Board meeting following the Annual General Meeting The President may appoint representatives as ex - officio members of the Board at the discretion of the Board. 5.2 Election The Board shall issue annually a call to all Voting Members of the Association for nominations for the office of Director Nominations shall close forty-five (45) days after mailing the call for nominations The Board shall determine the eligibility of nominees and shall ascertain whether all of the nominees are willing to stand for office If an insufficient number of nominees are received, being less than seven (7), then the Secretary shall prepare a call for nominations from the floor at the Annual General Meeting.

5 If a sufficient number of nominees are received, being more than seven (7) but not more than ten (10), then the Secretary shall prepare a declaration of acclamation for the Annual General Meeting If the number of nominees exceeds ten (10), then the Directors shall be elected by secret ballot of the Voting Members of the Association at the Annual General Meeting of the Association, except as provided by Article Term of Office The term of office for all Directors will be for a term of two (2) years commencing at the adjournment of the Annual General Meeting at which he/she is elected A member may serve a total of six (6) consecutive years as a Director and then must sit out one (1) year before seeking re - election The Vice President may have their term of office extended one (1) year to complete their appointed President term, without being required to be reelected by the membership, if ratified by the Board. 5.4 Termination, Board of Directors Voting Members of the Association may by a resolution, passed by two thirds of the Voting Members present at a meeting of the Association, remove any Director from the Board Members of the Board may remove a Director, where reasonable grounds exist, with a vote passed by a two thirds majority of the Board Members. 5.5 Vacancies, Board of Directors If a vacancy occurs, the Board may appoint a Member to the vacant position until the next Annual General Meeting of the Association. 5.6 Remuneration of Directors The Directors shall receive no remuneration for acting as Directors however shall be reimbursed for reasonable expenses incurred while performing the duties of a Director in accordance with the expense claim policy of the Association. 5.7 Powers, Board of Directors The Directors of the Association shall manage and administer the affairs of the Association generally and in accordance with these Bylaws.

6 6 Article 6- Signing Authority 6.1 The following positions shall have the signing authority of the Association; President, Vice President, Secretary, Treasurer and any other authority designated by the Board. 6.2 In the event that a Director holds a joint Officer position of Secretary/Treasurer, said Director will only be authorized for one (1) signing authority. Article 7 - Meetings 7.1 Quorum Fifty (50) percent of the Directors shall form a quorum for the transaction of business at the beginning of a Board meeting Four (4) Members present shall form a quorum for the transaction of business at the beginning of a General, Annual General Meeting or Special Meeting of the Association If the Board, in their sole discretion, does not present within one half (0.5) hour after the time set for a meeting of the Association, the meeting shall be rescheduled for a date, time and location at the Board s discretion Where not in conflict with these Bylaws, meetings of the Association and its Committees shall be governed by the most current edition of Roberts Rules of Order. 7.2 Board Meetings Board meetings shall be called by the President or Vice President or by two Directors, with seven (7) days prior notice to the Board Membership The Board may appoint a day or days for regular meetings at an hour to be named A Board meeting may be held, without notice, immediately following the Annual General Meeting of the Association. 7.3 General and Annual General Meetings The Board shall have the power to call, at any time, a General or Annual General Meeting of the Association with twenty one (21) days prior notice to the Membership The Board shall, at least once per calendar year, convene an Annual General Meeting of the Association.

7 The order of business for the meetings of the Association shall include, but not limited to the following: (a) (b) (c) (d) (e) (f) Call to order Minutes from the previous Annual General Meeting shall be presented Reports Unfinished Business New Business Adjournment The order of business may be changed at the discretion of the Board Only Members of the Association, or guests invited by a Board member with the approval of the Chair, shall be able to attend a General or Annual General Meeting of the Association. 7.4 Special Meetings 7.5 Notice 7.6 Voting The Board will call a Special Meeting of the Membership, and give twenty one (21) days prior notice, upon receipt of a written proposal of fifty five (55) percent of the Membership, stating the reason for the Special Meeting Only a matter or matters set out in the notice of a Special Meeting shall be dealt with at a Special Meeting Notice of General, Annual General and Special Meetings shall be delivered by mail or to the Members of the Association to the last known address of the Member in the Association records Notice for any Board Meeting shall be delivered to each Director at least seven (7) days prior to the meeting Notice for any General, Annual General Meeting or Special Meeting of the Membership must be delivered to the Membership at least twenty-one (21) days prior to the meeting. 7.7 Questions arising at any meeting will be decided by a majority of the votes. In the case of any equality of votes the chairperson shall have the deciding vote. All

8 8 questions shall be decided by a show of hands/proxy or ballot with every Voting Member having one vote Votes at any meeting of the Association may be given by proxy to a Voting Member in the form and manner as described in Articles and An instrument appointing a proxy shall be in the following form I,, of being a Voting Member in good standing of the AAAHT, hereby appoint of as my proxy to vote on my behalf at the (insert date) meeting of the AAAHT and any adjournment thereof. Signed this day of, 20. (Voting Member's Signature) Instruments appointing a proxy shall be delivered to the Secretary prior to the commencement of the meeting of the Association to which the proxy applies A person appointed as the proxy shall not be entitled to vote for the Voting Member appointing such proxy, if the Voting Member is not in good standing with the Association at the time of the meeting to which the proxy applies. Only a Voting Member in good standing with the Association may grant a proxy or act as a proxy Each Member is allowed to hold a maximum of two (2) proxies for any meeting A matter or resolution may be voted upon by mail if the Board, in its sole discretion, determines that any matter or resolution should be the subject of a mail vote When the Board determines that a matter or resolution should be the subject of a mail vote, it shall be sent by postal service, prepaid to each Voting Member, at that person's recorded mailing address and shall indicate the following: (a) (b) (c) The subject of the vote; the information that the Board deems appropriate with respect to this matter; such direction as to voting which the Board deems appropriate;

9 9 (d) the date and time specified by the Board for the closing and receipt of the mail vote Mail votes not received on or before the closing date shall be deemed spoiled and shall not be counted Immediately following the date specified for the closing of a mail vote, one or more scrutinizers appointed by the Board shall count the mail votes and provide the results of the vote to the President who shall notify all persons entitled to vote in writing within thirty (30) days of being so advised All mail votes shall be retained for at least sixty (60) days following the date specified for the closing of the mail vote, following which they may be destroyed by the Registrar The Board, upon being satisfied that such a vote can be held without adversely affecting the integrity of any voting results, may conduct a vote of the Voting Members, subject to the definition of 'voting member' of the Association in the Bylaws, by electronic means or through its website The Board shall, at least two (2) months prior to the conduct of such vote, publish to the Voting Members of the Association the process to be followed in the conduct of such vote. Article 8 - Membership 8.1 The Board shall approve or reject all Membership applications. 8.2 Categories of Members Registered AHT members (a) Registered AHT Membership will be granted to an individual who is on the ABVMA roster of AHTs eligible to practice veterinary medicine in accordance with the Veterinary Profession Act and the Veterinary Profession General Regulation, Section Other Members may be individuals who are: (a) (b) Student AHT members of the ABVMA, or Awarded honorary status, when in the opinion of the Board, a person: (i) (ii) Has made an outstanding contribution to the Animal Health Care Industry in Alberta, or Has made an outstanding contribution to the Association, or

10 10 (iii) Contributed to the education and advancement of Animal Health Technologists. 8.3 Dues and Fees The initial fees, if any, for Membership in any category shall be set from time to time by the Board The annual dues, if any, for any category of Membership shall be set from time to time by the Board Any Member who does not pay his annual dues within sixty (60) days of the date on which date such dues were to be paid shall automatically cease to be a Member of the Association There shall be no refund of initial fees or dues Application for Membership whose applications are approved after the mid - point to the Association s fiscal year will only be required to pay one - half (0.5) of the initial Membership fees normally required. 8.4 Special Assessments The Board may require Members to pay a special assessment once each calendar year. 8.5 Mandatory Continuing Education Each Member shall be obliged to satisfy the obligations with respect to continuing education by virtue of their Membership with the ABVMA Notwithstanding any other provisions of these Bylaws, where a Member fails to comply with the mandatory continuing education program the Board may, on providing thirty (30) days written notice to the Member, cancel that person s Membership and registration with the Association In the event a RAHT s membership is cancelled for failing to complete the mandatory continuing education requirements, the Association shall notify the ABVMA and request immediate removal of that individual from the roster of AHTs eligible to practice veterinary medicine. 8.6 Register of Members The Association shall maintain a register of all Members The register shall contain the following information:

11 11 (a) (b) (c) the Member s name the Member s home address, phone number and address the Member s employer name and address Any Member suspended by the ABVMA shall be considered to be not in good standing with the Association A Member of the Association shall be in good standing only if no fines, fees, costs, assessments, penalties or levies are owing by the member to the Association Any Member who ceases to fulfill the requirement for Membership in any category of Membership may be expelled from the Association Any Member whose membership in the ABVMA is cancelled may be expelled from the Association Any Member may be expelled from Membership in the Association for any cause the Board deems reasonable A decision to expel a Member will become effective upon a majority vote of the Board at a Board meeting Any Member may cancel their Membership by notifying the Board in writing through the official secretariat/office The Association will immediately notify the ABVMA of the RAHT member cancellations and request immediate removal of that member from the ABVMA roster of technologists registered to practice. Article 9 - Duties of the Board 9.1 President The President, if present, shall preside at meetings The President shall be charged with the general management and supervision of the affairs and operations of the Association The President shall deliver an annual report at the Annual General Meeting The President, with the approval of the Board, shall appoint Director liaisons to all standing and special committees immediately following the Annual General Meeting and shall promptly fill any vacancies.

12 The President shall perform other duties as may from time to time be determined by the Board or Association. 9.2 Vice President In the absence or inability of the President, the Vice President shall exercise the powers and duties of the President The Vice President shall perform other duties as may from time to time be determined by the Board or Association. 9.3 Secretary The Secretary shall attend General, Board, Annual General and Special meetings of the Association and record all facts and minutes of all meeting proceeding in the books kept for that purpose The Secretary shall give all notices required to be given to the Association Membership The Secretary shall be the custodian of the Association seal, books, paper, records, contract, correspondence and other documents belonging to the Association and oversee the care and storage of all Association property at the Head Office The Secretary shall perform other duties as may from time to time be determined by the Board or Association The Secretary Director position may be jointly filled by the Treasurer. 9.4 Treasurer The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of accounts The Treasurer shall oversee the depositing of all moneys or valuable effects by the employee of the head Office The Treasurer shall disburse the funds of the Association, taking proper vouchers and shall render to the Board and Membership at meetings of the Association or whenever is required of him, an account of all his transactions and the financial position of the Association The Treasurer shall present an annual budget and statement of the financial position the Association at the Annual General meeting.

13 The Treasurer shall perform other duties as may from time to time be determined by the Board or the Association The Treasurer Director position may be jointly filled by the Secretary. 9.5 Past President The Past President may serve as an ex - officio member of the Board and act in an advisory capacity to the President and Vice President The Past President shall perform other duties as may from time to time be determined by the Board or Association. 9.6 Executive Director The Board may employ an Executive Director as it deems appropriate The Executive Director shall report to and is responsible to the Board, and acts as an advisor to the Board and the Board Committees The Administrative Assistant to the Board of Directors shall act as the administrative officer of the Board by: (a) (b) (c) (d) (e) (f) attending Board and other meetings as required; interpreting and applying the Board's policies; inform the Board regarding the affairs of the Association; assisting in the preparation of budgets for Board approval; carrying out duties assigned by the Board; and interacting and communicating with the membership as required. Article 10 - Committees 10.1 Committee members shall be subject to the approval of the Board Members may come to a committee by volunteering and subsequent appointment by the Board. The method shall be determined when the committee is formed Standing Committees shall be made up of a chairperson, who is elected by the committee, and other members shall be added as deemed necessary Committees will have a Director appointed as a Board liaison, which shall be appointed by the President.

14 Board liaisons or a person designated by the Board shall take minutes at Committee Meetings and shall report on Committee business at the following Board Meeting The standing committees of the Association shall be Continuing Education Communications 10.7 Special committees may be formed at the discretion of the Board Each committee chairperson shall present a report on committee events and plans to the Membership at the Annual General Meeting The Continuing Education Committee shall be responsible for overseeing the organization of the Annual General Meeting and any Continuing Education seminars held throughout the year including the reservation of speakers, venue and all other conference requirements Communication Committee Shall promote our profession and Association at career days, trade fairs, colleges and other community events, and Shall be responsible for the overseeing of the purchasing and sales of promotional items for the Association, and Shall be responsible for the Association newsletter and contributions to other industry publications as identified by the Board. Article 11- Financial Year 11.1 Unless otherwise ordered by the Board, the fiscal and financial year of the Association shall terminate on the 31 st of December of each year The Board shall on an annual basis adopt or approve financial guidelines for the keeping of the Associations books and records, depositing of funds, recording purchases and expenditures, registering any capital assets, budgeting, investment policies and any other such matter as the Board deems appropriate to include in the financial guidelines. Article 12 - Borrowing, Depositing and Investment of Funds 12.1 Moneys of the Association shall only be deposited in: (a) Canadian Chartered Banks or

15 15 (b) (c) Canadian Trust Companies or Alberta Treasury Branches; provided that both principal and interest of such deposits are fully guaranteed Any capital expenditures over the amount of five hundred dollars must be approved unanimously by the Board. If a unanimous decision cannot be reached the matter will be brought before the Voting Members at an Annual General Meeting of the Association The designated Officers in 6.1 shall have signing authority for the monies of the Association After a notice period of sixty (60) days to the general Membership and upon unanimous decision of the full complement of the Board of Directors, the Association may from time to time: Borrow money on the credit of the Association; or Issue, sell or pledge securities of the Association; or Charge, mortgage, or pledge all or any of the real or personal property of the Association, including book debts, rights, powers, franchised and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Association Authorize any Director of the Association or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Association as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association. Article 13 - Publications, Books and Records, Execution of Documents 13.1 The Board is authorized to publish a newsletter and such printed materials Deeds, transfers, licenses, contracts and engagements on behalf of the Association can be entered by any Board member with the prior approval of the Board The Board shall see that all necessary books and records of the Association are kept and filed where required by the Bylaws of the Association, the Societies Act, or any other statute or laws.

16 The books and records of the Association may be inspected by any Voting Member of the Association with a prior appointment made with the Secretary The books of the Association shall be audited annually, by a member or non member, as determined by the Board of Directors. Article 14 - Amendments 14.1 These by-laws and objectives of the Association may be amended only by special resolution. For the purpose of this Article, the phrase special resolution means: 14.2 A resolution passed at a General Meeting of which not less than twenty-one (21) days notice specifying the intention to propose the resolution has been duly given, and by a vote of not less than seventy five (75) percent of those members present or represented by proxy. Article 15 Professional Conduct Regulation Any registered Animal Health Technologist that is a member of the ABVMA in accordance with the Veterinary Profession Act and Veterinary Profession Act General Regulation shall be subject to the professional conduct provisions of Part 5 of the Veterinary Profession Act. Part 5 provisions of the Veterinary Profession Act shall apply to all proceedings with respect to Registered Animal Health Technologists. In the event that Registered Animal Health Technologist refuses to participate in Part 5 proceedings under the Veterinary Profession Act, the provisions of the Veterinary Profession Act General Regulation shall apply.