Eastern States Veterinary Association, Inc. Bylaws

Adopted on June 30, 1982 and including revisions as of February 2, 2018

ARTICLE I

Purpose Of The Eastern States Veterinary Association, Inc

Section 1: Purpose: The Eastern States Veterinary Association, Inc., doing business as the North American Veterinary Community (NAVC) (“the Association”) is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

The Association’s purpose—under the Association’s board of directors (“Board of Directors”) authorization—is to develop, deliver, implement and manage training, support and content opportunities for veterinary professionals throughout the world. Services may include conferences, labs, publications, seminars, and online trainings that will serve the mission of the Association. To maximize impact of current efforts, the Association may collaborate with or provide services to other similar non-profit organizations which fall under the 501 (c) (3) or 501 (c)(6) sections or the Internal Revenue Code, and are operated exclusively for educational and charitable purposes.

ARTICLE II

Association office

Section 1 – Principal Office: The principal office of the Association shall be located in the vicinity of the city of Orlando, County of Orange, State of Florida.

Section 2 – Other Office: The Association may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Association may require.

ARTICLE III

Board of Directors

Section I – General Powers: The affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall engage in long range planning for the Association. The Board of Directors shall have all powers necessary to fulfill Board-approved long-range plans.

Section 2 – Qualifications and Number of Directors: Candidates for consideration by the Board of Directors may be a veterinarian or a non-veterinarian who is a member of the veterinary health care team. The Board of Directors shall consist of not more than 15 Directors, and this total includes the elected Officers (Immediate Past President, President, President-Elect, Vice President, and Treasurer). The Board of Directors must include one and up to 2 non2 veterinarians, one of which must be a credentialed veterinary technician. The Chief Executive Officer is an ex-officio, non-voting member of the Board of Directors. The Board of Directors should consist of no fewer than five (5) veterinarians involved with private clinical practice, which would include but not be limited to private, academic, or consulting practice.

Section 3 –Directors Other Than Officers: Nomination; Election; Term: A Director shall be elected by the balloted simple majority vote of the Board of Directors. Election is to a three (3) year, four (4) month term, which may be followed by an election to one additional three (3) year term. New Directors will be added to the Board of Directors each year based upon Board of Directors action and assessed needs. A Director may also serve as an Elected Officer of the Association. The Board of Directors can elect to adjust the terms of the Directors to allow for proper rotation. The Governance Committee Standard Operating Procedures contains the specific timetable for the nomination, evaluation, and election of new Directors.

Section 4 – Regular Meetings: The Board of Directors will meet in conjunction with the NAVC VMX (“Regular Meeting”). Two additional Regular Meetings will be held in the Spring and the Fall of each year at dates and locations agreed upon by the Board of Directors. The Annual Business Meeting of the Association shall be held during the NAVC VMX. The Annual Business Meeting shall be open to all members of the veterinary health care team registered at the Conference. Notification of said meeting shall be published in the NAVCVMX program guide.

Section 5 – Special Meetings: A special meeting of the Board of Directors (“Special Meeting”) may be called by or at the request of the President or any three Directors. The person or persons authorized to call a Special Meeting may select any place or time, within or without the state of Florida, as the place for such special meeting. A simple majority vote of the Board of Directors, by mail, fax or email ballot, is required to authorize a Special Meeting.

Section 6 – Notice of Special Meeting: Notice of the request for a Special Meeting shall be given at least 72 hours prior to the authorizing Board of Directors vote and may be provided by mail, E-mail, or fax to each Director at his or her address as shown by the records of the Association. Any Director may waive notice of any Special Meeting. The attendance of a Director at any Special Meeting shall constitute a waiver of notice of such meeting, except where a Director attends such meeting for the sole and express purpose of objecting to the transaction of any business at such meeting because the meeting is not lawfully called or convened. The business to be transacted at a Special Meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.

Section 7 – Quorum: A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 8 – Decisions of the Board of Directors: The act of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number of Directors is required by law or by these Bylaws. Each Director shall have one vote in all decisions brought before the Board of Directors. The President shall not vote unless it is to break a tie. Voting by proxy may be allowed, according to state law.

Section 9 – Attendance Via Telephone Conference Call: Except to the extent otherwise provided by law, any meeting of the Board of Directors may be attended by any or all of the Directors by means of a conference telephone (or similar communication equipment) by means of which all Directors participating in the meeting can hear each other at the same time. Such attendance by any or all Directors shall constitute presence by each such Director in person at such meeting and such meeting shall constitute a valid meeting of the Board of Directors for all purposes of the law and these Bylaws. Any action taken by the Board of Directors at such meeting shall constitute a valid action of the Board of Directors for all purposes of the law and these Bylaws and be reflected as such in the minutes of the meeting. The minutes of such a meeting will be approved during the next Regular Meeting of the Board of Directors.

Section 10 – Action by Directors without a Meeting: Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors (or a committee of the Board of Directors), may be taken without a meeting if a consent in writing, setting forth the action so to be taken, is signed by all of the Directors (or all of the Directors who are members of such committee). Such consent shall be filed with the minutes of the proceedings of the Board of Directors (or of the committee of the Board of Directors), and shall have the same effect as a unanimous vote of the Board of Directors (or of the committee of the Board of Directors).

Section 11 – Removal from Office: The Board of Directors by the affirmative vote of two-thirds of the Directors may suspend or expel a Director for cause after an appropriate hearing by the Board.

Section 12 – Vacancies: Any vacancies occurring in the Board of Directors because of death, resignation, removal, disqualification, or otherwise, may be filled at the discretion of the Board of Directors, and the new Director will be elected by Board of Directors vote. Any Director elected to fill a vacancy on the Board of Directors shall be elected for the unexpired term of his/her predecessor in office. The new Director may then be elected for a full three (3) year term, and then may be re-elected to a second term of three (3) years.

Section 13 – Compensation: The Board of Directors, at its discretion, may elect to compensate one or more members of the Board of Directors, in compliance with state and federal laws.

Section 14 Electronic Voting by the Board of Directors: The Board of Directors and the Executive Committee may conduct business by electronic means including telephone, fax, computer or other appropriate means provided that all members have access to the information and/or debate through one of the means listed. Any decisions made in this manner shall be recorded and ratified in the minutes of the next Regular Meeting of the Board of Directors in compliance with state law.

ARTICLE IV

Officers

Section 1 – Officers: The officers of the Association shall be the President, President-Elect, Vice President, Immediate Past President and Treasurer (each an “Officer”). Each Officer shall be a member of the Board of Directors in addition to the duties imposed by his or her office

Section 2 – Succession and Terms of Office: Each person holding the office of Immediate Past President, President, President-Elect or Vice President shall serve in such office for a one-year term, or until duly succeeded by his or her successor. The President shall succeed to Immediate Past President, the President-Elect shall succeed to President, and the Vice President shall succeed to President-Elect immediately following each Annual Business Meeting of the Association held pursuant to Article 3, Section 4 of these Bylaws.

Section 3 – President: The President shall be the principal Officer of the Board of Directors and shall supervise and direct all of the business and affairs of the Board of Directors. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors or the Executive Committee from time to time.

Section 4 – President-Elect: The President-Elect shall serve as the Chair of the Audit Committee. She/he shall preside at meetings in the absence of the President and the Immediate Past President.

Section 5 – Vice President: One or more candidates for Vice President shall be chosen from the Board of Directors by the Officer Nominating Committee. Following the report of the Officer Nominating Committee, the President shall call for nominations from the floor of the assembly at the Annual Business Meeting. At the Annual Business Meeting, the Board of Directors, by the majority vote of a quorum present, shall elect one candidate as Vice President.

Section 6—Immediate Past President: The Immediate Past President shall assist the Officers in the administration of the Association and shall preside at meetings in the absence of the President. She/he shall serve as the Chairperson of the Officer Nominating and Governance Committees. The Immediate Past President shall fill any vacancy in the office of President, President-Elect or Vice President and perform the duties of that office for one year or less – in addition to – those duties of the Immediate Past President—until the Board of Directors elects a permanent replacement.

Section 7 – Treasurer: The Treasurer will be elected by the Board of Directors at the ESVA Annual Business Meeting. The Treasurer can serve up to three two year terms. The Treasurer will be elected from the pool of former Directors. The Treasurer will have all of the duties and responsibilities commonly expected for a not-for-profit association (501(c) (3) Treasurer. The term of office for the Treasurer will begin at the close of the Annual Business Meeting, to be consistent with the terms of the other Officers and Directors. The Treasurer will be a voting member of the Board of Directors. The Treasurer serves as the Chair of the Finance Committee. The Treasurer will be a voting member of the NAVC Executive Committee. In the event of a vacancy, the Board of Directors shall appoint an interim Treasurer until the Board of Directors selects a permanent replacement. This permanent selectee shall hold the office for two years (2) and be eligible for up to two more, 2-year terms by reappointment.

ARTICLE V

Indemnification

Section 1 – Mandatory Indemnification: The Association, by act of the Board of Directors, shall indemnify each present or former Director, Officer, employee, or agent of the Association against any liability (including but not limited to any judgment, settlement, penalty, or fine), settlement cost, and expense (including but not limited to attorneys’ fees and associated costs) actually and reasonably incurred by the Director, Officer, employee, or agent as a party to any proceeding when acting in good faith or within the law. Furthermore, the Association, by act of the Board of Directors, shall advance any reasonable expense to the Director, Officer, employee, or agent where such liability or expense is to be incurred with respect to any proceeding, provided, however, that, prior to the Association’s advancement of costs to any such person, he or she shall provide the Association with an undertaking to repay any amount advanced in the event he or she is ultimately found not to be entitled to indemnification by the Association under applicable law. The term “proceeding,” as used herein, shall include any threatened, pending, or completed action, suit, or proceeding of any nature, whether civil, criminal, administrative, or investigative, that arises out of the activities of a Director, Officer, employee, or agent of the Association in his or her capacity as such Director, Officer, employee or agent. The Association shall take any affirmative action necessary to effect such indemnification or advancement of expenses to the full extent of the Association’s power to so indemnify or advance as provided under applicable law.

Section 2 – Amendment and Applicable Provision: The Association’s obligations under this Article V shall apply in the case of any proceeding arising out of events which occurred while this Article V is in effect, notwithstanding the subsequent repeal or modification of this Article V.

ARTICLE VI

Standing Committees and Advisory Groups

Section 1 – Constitution and Duties of Standing Committees: In addition to the Executive Committee, there shall be the following standing Committees. The detailed work of the Board of Directors is delegated to appropriate Committees. Unless otherwise noted below, the members of the standing Committees are members of the Board of Directors and have voting powers. The Chair and members of each such Committee shall be constituted as hereinafter provided. Any members of such Committees who are to be appointed shall be appointed by each incoming President with the advice and consent of the Board of Directors, except as otherwise provided in these Bylaws. Ex-officio members of the Committees will be invited to communicate and to participate at the discretion of each Committee Chair. The President and Chief Executive Officer is an ex-officio, non-voting member of all Committees, except for the Governance Committee, Officer Nominating Committee and Audit Committee.

A. Finance Committee and Audit Sub-Committee
B. Governance Committee
C. Officer Nominating Committee
D. Bylaws Committee
E. Executive Committee
F. International Committee

A. Finance Committee

1. The Finance Committee shall consist of the Treasurer as Chair, the President-Elect and at least two Directors (together the “Finance Committee”). The Chief Executive Officer and Chief Financial Officer serve as ex-officio, non-voting members.

2. The Finance Committee shall examine financial records, or shall cause an independent auditor (who shall be a licensed Certified Public Accountant) to examine the books and records of the Association prior to the Board of Directors meeting in conjunction with the NAVC VMX, and shall report to the Board of Directors at that Board of Directors meeting as to the financial condition of the Association at the close of the last fiscal year. The Finance Committee shall present and recommend to the Board of Directors a budget for the Association at the Fall Board of Directors meeting, which, as enacted by the Board of Directors, will allow the Association to conduct its business.

3. The Audit Committee shall be a sub-committee of the Finance Committee. The members of the Audit Committee will be the elected Officers and Directors on the Finance Committee (together the “Audit Committee”). The President-Elect will be the Chair of the Audit Committee. The Chief Financial Officer and Treasurer will be non-voting, ex-officio members of the Audit Committee. The Audit Committee shall review the audit process, including the recommendations of the independent audit firm. The Audit Committee shall make inquiries which insure that the Association uses generally approved accounting practices and that the financial statements are presented accurately.

B. Governance Committee 

1. The Governance Committee shall consist of the Immediate Past President as Chair, the Chair of the Bylaws committee, and at least two Directors. The Governance Committee shall oversee:

• a. Director Recruitment and Nomination
• b. New Director Onboarding/Mentoring
• c. Board of Directors development/leadership training

C. Officer Nominating Committee 

1. The Officer Nominating Committee shall consist of the Executive Committee with the Immediate Past President serving as Chair.

2. The Officer Nominating Committee shall nominate for consideration by the Board of Directors one or more nominees for election to the office of Vice President. The nominee(s) shall come from within the membership of the Board of Directors.

3. The Officer Nominating Committee shall nominate for consideration by the Board of Directors one or more nominees for election to the office of Treasurer. The term of office for the ESVA Treasurer is two years; for a maximum of up to 3 two-year terms (Article IV, Section 7). This nomination is made at the EVSA Annual Business Meeting at the end of the current Treasurer’s term.

D. Bylaws Committee 

1. The Bylaws Committee will consist of one or more Directors appointed by the President.

2. The mission of the Bylaws Committee is to review these Bylaws and Board Policies and Procedures on a regular basis and update them in accordance with the activities of the Association.

E. Executive Committee 

1. The Executive Committee shall consist of the President (Chair), President-Elect, Vice President, Immediate Past President, and Treasurer.

2. The Executive Committee shall, between meetings of the Board of Directors, in accordance with the policies of the Board of Directors and standard operating procedure of the Executive Committee, oversee and direct the CEO and overall strategic direction of the Association.

3. Any single member of the Executive Committee may request a special meeting of the committee. A simple majority vote of the Executive Committee, by mail, fax or email ballot, is required to authorize a special meeting of the Executive Committee.

4. The Executive Committee shall call a Special Meeting if any such request merits consideration by the Board of Directors.

F. International Committee 

1. The members of the International Committee shall consist of at least three (3) Board members appointed by the President.

2. The objective of the International Committee is to expand the mission of the NAVC to serve all members of the veterinary team on a global basis.

3. The International Committee shall work with the Chief Executive Officer and his/her delegate to oversee and coordinate the international activities of the NAVC. Specific responsibilities, programs, and activities are described in the Committee’s SOP.

Section 2: Constitution and Duties of Standing Advisory Groups 

A. Past Presidents Council

1. The Past Presidents Council shall consist of the Past Presidents of ESVA (1988 – present) who choose to participate after they leave the Board of Directors. The Past Presidents Council will have an advisory role in the Association.

2. The obligations and benefits will be defined by the Board of Directors and documented in the ESVA’s Policies and Procedures.

3. During the NAVC VMX, the Immediate Past President will serve as Chair of this Council. Despite participation in the Past Presidents Council, the Immediate Past President will not yet have completed his/her active duty to the Board of Directors. Therefore, she/he will retain voting power in the Board of Director decisions and will still constitute part of the Board of Directors quorum.

4. The Past Presidents Council shall meet at the NAVC VMX and at other times as determined by the Board of Directors. The Past Presidents Council members are not members of the Board of Directors, do not constitute part of the Board of Directors quorum, and do not have a vote in Board of Directors decisions.

B. Advisory Council 

1. The Advisory Council shall consist of spouses and significant others of the current Board of Directors and the Past Presidents. Other members of the Advisory Council shall be appointed by the President.

2. The Advisory Council members will act as advisors to the Eastern States Veterinary Association and assist in the functioning of the NAVC VMX and other Board approved events in ways determined by the Board of Directors.

3. The Advisory Council shall meet at the Spring Board Meeting and at the NAVC VMX, and at other times as determined by the Board of Directors. The Advisory Council members are not members of the Board of Directors, do not constitute part of the Board of Directors quorum, and do not have a vote in the Board of Directors decisions.

Section 3 – Ad Hoc Committees and Task Forces: The Board of Directors may create such Ad Hoc Committees and/or Task Forces, as it deems necessary to promote the efficient operation of the Association. Each such Ad Hoc Committee and/or Task Force shall consist of members who shall be appointed by the President of the Association and who shall be members of the Board of Directors of the Association. The President and Chief Executive Officer are ex-officio, nonvoting members of all Ad Hoc Committees and/or Task Forces. Each such Ad Hoc Committee and/or Task Force shall remain in existence for no more than 13 months (or such lesser time as shall be specified by the Board of Directors in its resolution creating such an Ad Hoc Committee and/or Task Force) from the date it is created by resolution of the Board of Directors, unless the term of its existence is extended by the Board of Directors.

ARTICLE VII

Fiscal Year

The fiscal year of the Association shall begin on the first day of October and end on the last day of September of each year.

ARTICLE VIII

Inspection of Records

All books and records of the Association shall be kept at the principal office of the Association and shall be available for inspection by all Officers or Directors of the Association at all reasonable times.

ARTICLE IX

Revision of Bylaws

Revision may be made to these Bylaws by proper action of the Board of Directors. A proposed change to these Bylaws may be presented to the Board of Directors, in writing, at any Regular or Special Meeting. A two-thirds affirmative vote of the Board of Directors shall be required to amend these Bylaws.