AVEPM

Association for Veterinary Epidemiology and Preventive Medicine

 

CONSTITUTION AND BYLAWS

ASSOCIATION FOR VETERINARY EPIDEMIOLOGY
AND PREVENTIVE MEDICINE

(Organized May 4, 1966)

(Constitution Adopted March 20, 1968)

(Constitution Amended October 1, 1976, July 19, 1982, November 10, 2003)

BYLAWS OF
ASSOCIATION FOR VETERINARY EPIDEMIOLOGY
AND PREVENTIVE MEDICINE, INC.
A MISSOURI GENERAL NOT-FOR-PROFIT CORPORATION

ARTICLE I
PURPOSES, OBJECTIVES, MEANS, AND RESTRICTIONS

The purposes of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation as may be amended. Its objectives are to advance veterinary public health and preventive medicine through the medium of education in the United States and Canada. Those objectives are to be accomplished as follows: 1) To disseminate veterinary public health, preventive medicine, and epidemiology knowledge and experience to those individuals preparing for a career in veterinary medicine; 2) To arrange and sponsor continuing education programs for those individuals engaged in the practice of veterinary public health and preventive medicine; 3) to identify and provide expertise to those individuals or groups that request assistance in developing educational programs in the veterinary public health and preventive medicine area; 4) To recruit and maintain professional manpower in veterinary public health and preventive medicine; 5) to promote post-doctoral training programs for individual increased competence and/or specialty certification. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.

ARTICLES II
OFFICES

The principal office of the corporation in the State of Missouri shall be located in the City of Columbia. The Corporation may have such other offices within or without Missouri as may be required. The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri.

ARTICLE III
BOARD OF DIRECTORS AND OFFICERS

A. Management. The affairs of the Corporation, including organization, planning, meeting preparation, shall be managed, supervised, and controlled by a self-perpetuating Board of Directors consisting of the President, the President-Elect, the Secretary-Treasurer, and Three (3) members, all elected by the members in a manner specified in Section B hereof.
B. President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, shall appoint all committees, transact all of the usual, necessary and regular business of the Corporation as may be required and, with prior authorization of the Board, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the Corporation; and, in general, the President shall perform all such other duties incident to the office of President and chief executive officer and such other duties as may from time to time be prescribed by the Board of Directors.
C. President-Elect. The President-Elect shall act as chief executive officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the President-Elect shall have such other and further duties as may from time to time be assigned by the Board of Directors.
D. Secretary-Treasurer. The Secretary-Treasurer shall record and preserve the minutes of the meetings of the Board of Directors and all committees of the Board, shall cause notices of all meetings of the Board of Directors and committees to be given, shall have charge and custody of and be responsible for all funds of the Corporation, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors as requested by the Board, shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment, shall further perform such other duties incident to the office and as the Board of Directors or the President may from time to time determine.
E. Removal and Resignation. Any officer may be removed, with or without cause, by the vote of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
F. Terms of Directors. Each director shall be elected for a term of two (2) years at the annual membership meeting. The President-Elect, and one member shall be elected in one year while the Secretary-Treasurer and two members shall be elected in the next year. The President-Elect shall succeed directly to the Presidency for the next year without election in that year. Vacancies occurring on the Board of Directors may be filled by the directors then in office. Any director may succeed himself or herself indefinitely.
G. Elections. Elections shall be by mail prior to the annual meeting. The nominating committee shall select candidates for all available offices and submit them to the Secretary-Treasurer in time for publication. All information regarding those candidates, together with all other information deemed necessary or advisable by the Board to be considered at the annual meeting, shall be published in the Fall Newsletter for distribution to, and comment by or vote upon, all regular members. The Newsletter shall be the President's delegable responsibility and shall be the sole corporate medium of communication. The Fall Newsletter shall be mailed no less than 60days prior to such annual meeting at those members' last known address and shall constitute the only notice of such meeting. In the case of the election of the Board or matters related to corporate dues, all members in good standing shall be eligible to vote by mail and all votes must be received by the Secretary-Treasurer no less than thirty (30) days prior to the date of the meeting. There shall be no quorum requirement and election shall be by a majority of votes received. In all other cases, including the adoption of By-laws, the members shall be entitled to comment to the Board, but the Board shall determine the matter.
H. Meetings. The Annual Meeting of the Members and of the Board of Directors shall be held in the month of November on a date chosen and publicized by the Board, and all meetings of the Board, regular or special, shall be held at the principal office of the Corporation, or at such time and place within or without the State of Missouri as shall be designated by the Board of Directors. The annual meeting shall be held for the purpose of transacting such business as may come before the meeting. Special meetings of the Board of Directors may be called by or at the request of the President, or in the President's absence by the President-Elect, or by the Secretary-Treasurer.
Members of the Board of Directors, or of any committee designated by the President, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Robert's Rules of Order shall be observed at all meetings.
Any action which is required to be or may be taken at a meeting of the directors, or of any committee of the directors, or of the members, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by the members of the Board or of the committee, or the members as case may be. The consent shall have the same force and effect as a vote at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.
I. Manner of Acting. The act of the majority of the Directors present at a meeting of the Directors shall be the act of the Board of Directors unless a greater number is required under the Articles of Incorporation, these Bylaws or any applicable laws of the State of Missouri.

ARTICLE IV
MEMBERSHIP

A. The Corporation shall have members.
B. The membership shall consist of persons actively engaged in teaching, research, or service in veterinary public health and preventive medicine in any of the following disciplines: Biostatistics; Comparative Medicine; Disease Control, Prevention, Eradication; Economics; Environmental and Occupational Health; Epidemiology; Food Hygiene and Food Safety; Herd Health; Risk analysis; Zoonoses.
C. Regular membership shall be conferred or denied by the Board of Directors after the applicant submits the current year's dues and the Board reviews that applicant's application submitted to the Secretary-Treasurer. The Board shall immediately notify the applicants of such conferral or denial.
D. The Board may also, in the Board's sole discretion, confer Honorary Membership on individuals who have distinguished themselves in the field of public health and preventive medicine and such members shall not be required to pay any dues.
E. The Secretary-Treasurer may confer Institutional Membership for those applicants not actively involved in the disciplines set forth in subparagraph B above, but who are interested in supporting the Corporation's mission, after receipt of the applicant's application and the current year's dues. Such membership shall be approved or rejected by the Board of Directors and the applicant immediately notified.
F. The Secretary-Treasurer may confer Student Membership, for students in a graduate or professional veterinary curriculum, after receipt of the applicant's application and the current year's dues. Such membership shall be approved or rejected by the Board of Directors and the applicant immediately notified.

ARTICLE V
GENERAL PROVISIONS

A. Contracts, Etc., How Executed. Except as in these Bylaws otherwise provided or restricted, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.
B. Loans. Unless in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. To the extent so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, any for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, and to that end may endorse, assign and deliver the same.
C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositaries as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.
D. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries may be made without countersignature, by any officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power.

 ARTICLE VI
DUES

Annual dues shall be payable yearly at the time of the annual meeting. All matters related to dues shall be proposed by the Board and submitted to the membership in the Fall Newsletter for comment. The Board shall have the authority to adopt all such provisions. The Secretary-Treasurer shall notify any members who are late in paying their dues. Members two years in arrears on such dues shall terminate that member's membership immediately.

ARTICLE VII
AMENDMENTS

These Bylaws may be adopted or amended solely by a majority vote of the Board of Directors after submission in the Newsletter to the membership for comment.

ARTICLE VIII
INDEMNIFICATION

Each person who is or was a director or officer of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses including attorney's fees, incurred as a result of any claim arising in connection with such person's conduct in his or her capacity, or in connection with his or her status, as a director or officer of the Corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which he or she may be entitled under any other bylaws or agreement, vote of disinterested directors, or otherwise, and shall not limit in any way any right that the Corporation may have to make different or further indemnification with respect to the same of different person or classes of persons.
Adopted November 10, 2003.

Prepared by James G. Thorne, Secretary/Treasurer AVEPM