Bylaws

BYLAWS of the
SAN DIEGO COUNTY VETERINARY MEDICAL ASSOCIATION

ARTICLE I

Name

The name of this Corporation is San Diego County Veterinary Medical Association.

ARTICLE II

Objectives

The objectives of this Corporation are to promote the science and art of veterinary medicine, including their relationship to public health, to propagate a fraternal spirit among its members, to protect the rights and privileges of veterinarians, particularly those of San Diego and Imperial Counties, and to elevate the standards of the profession.

ARTICLE III

Amendment of the Bylaws

All proposals for alteration of the Bylaws shall be stated in writing or electronically to all members of the Corporation at least ten days before consideration. No alteration proposed shall be acted upon until it has been referred to the Board of Directors and presented anew by them, unless such proposal originates from the Board of Directors. Voting on Bylaw changes shall be by ballot mailed or sent electronically to each member in good standing. A two-third majority of the ballots returned shall be required for such alterations.

[Also see ARTICLE XIXSuspension of Bylaws]

ARTICLE IV

Section 1.  The regular meetings shall be held at such time and place as decided upon by the Board of Directors. Notwithstanding, meetings of the Corporation may be held at such other times and places or via web conferencing as may be decided upon by the Board of Directors to best meet existing circumstances.

Section 2.  Special meetings may be called by the President, or in his/her absence, by the President Elect or the Vice President, according to seniority, specifying the particular objective of such meeting to all Board of Directors members.

Section 3.  All business of the Corporation will be conducted by the Board of Directors, which consists of the Directors as defined in Article V below. 

ARTICLE V

Section 1.  The elective positions of the Corporation Board of Directors shall be President Elect, Vice-President, Secretary-Treasurer, Chapter Representatives, Delegates and Alternate Delegates to the California Veterinary Medical Association House of Delegates. After a one year term as President Elect, the President Elect will ascend to the position of President. After a one year term as President, the President will ascend to the position of Past President. The term of office shall be January 1 to December 31. Unless death, health, or ethics are involved, the President Elect will automatically ascend to the Presidency. Elections for all positions except the Delegates and Alternate Delegates and Chapter Representatives, who serve for two year terms, shall be held annually in the following manner:

1.  A nominating committee, consisting of a chairperson and committee members appointed by the President, may select candidates for the office of President Elect, Vice-President and Secretary-Treasurer, and one or more candidates for each Chapter Representative, CVMA Delegate and CVMA Alternate Delegate, in August  of each year. If for any reason the President Elect does not automatically ascend to the Presidency, the nominating committee may select a candidate for that office also. If for any reason the President Elect resigns, the Vice President will automatically ascend to the President Elect position.

2.  The selected candidates for all offices shall be presented to the Board of Directors in September. Each candidate will be notified by the Secretary-Treasurer for nomination confirmation. Once confirmed, a list of the selected candidates shall be mailed or sent electronically to all members of the Corporation. Within ten (10) days after mailing or electronic notification, any member of the Corporation may make further nominations for any office as defined in Section 1, provided he/she has the consent of the member he/she intends to nominate. The nominee will be contacted and requested to submit a biography and statement within ten (10) days of notification.

3.  By October 1st, the executive office will send ballots by mail, electronically, or via a web balloting service approved by the Board of Directors, containing the names of all nominees and Board of Directors positions, to each member of the Corporation.  Each member will vote and return the ballot depending on method sent to the Corporation for tabulation and recording of all the votes. In order to be effective and counted, each vote must be received not later than 10:00A.M. on the 1st business day of November. The nominee who received the greatest number of votes for the respective office shall be declared elected and shall be installed at the annual installation meeting.

Section 2.  The Board of Directors of this Corporation shall consist of the President, President Elect, Vice-President, Secretary-Treasurer, and a Representative from each Chapter, the Delegates and Alternate Delegates to the California Veterinary Medical Association House of Delegates, the immediate Past President, and other designated posts, with or without a vote, as might be specified by the Board of Directors.

Section 3.  The Executive Committee shall consist of the President, President Elect, Vice President, Secretary-Treasurer, and the immediate Past President for the purpose of conducting Corporation business.

Section 4.  A summary of the minutes of the Board of Directors meeting shall appear in the Corporation electronic or print newsletter with the time and place for the next Board of Directors meeting. A complete copy shall be mailed or sent electronically to any member upon his/her request. Any member may make his/her opinions and wishes known by attending a Board of Directors meeting and stating his/her views, or each chapter may exert a collective influence on any Corporation business by holding whatever meetings are necessary.

Section 5.  If any action taken by the Board of Directors on an item not on the agenda, is objected to by 10% of the membership in writing, this item must be reconsidered at the next Board of Directors meeting.

ARTICLE VI

County Chapters

The Corporation shall be divided into chapters for board representation. These chapters can include both geographical areas and special interest groups. Each member may choose whether to be represented by a geographical area or a special interest group. Area members shall be placed according to the location of his/her place of practice, work or residence with the exception of the Affiliate Chapter. Names, boundaries and formation of chapters to be determined by the Board of Directors.

ARTICLE VII

Duties of the President

It shall be the duty of the President to preside at all meetings and preserve order and decorum. He/She shall fill any vacated offices that may occur, but such appointments shall be effective only if and when they are approved by the Board of Directors. He/She shall appoint any committees necessary for the transaction of the Corporation business, and will serve as chairperson of the Executive Committee.

ARTICLE VIII

Duties of the President Elect

It shall be the duty of the President Elect to perform the duties of the President in the event of the latter's absence or inability to serve or conduct the affairs of the Corporation. He/She shall otherwise assist the President as he/she may deem necessary, and is a member of the Executive Committee.

ARTICLE IX

Duties of the Vice President

It shall be the duty of the Vice President to perform the duties of the President Elect in the event of the latter's absence or inability to serve or conduct the affairs of the Corporation. He/she is a member of the Executive Committee. 

ARTICLE X

Duties of the Secretary-Treasurer

Section 1.  It shall be the duty of the Secretary-Treasurer to keep proper records of all meetings of the Corporation; also to supervise the keeping of all papers and documents of the Corporation in a proper manner. He/she is a member of the Executive Committee.

Section 2.  The Secretary-Treasurer shall see to it that the executive office files a report to the membership annually via the minutes. This report shall duly account for all moneys received and disbursed.

Section 3.  It shall be the duty of the Secretary-Treasurer to supervise, review, and make recommendations to the Board of Directors on the placing of monies of the Corporation. All monies held by the Corporation for regular operations shall be placed in a federally insured bank in amounts not exceeding FDIC insurance limits. In managing money or other assets held for investment, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Corporation’s capital, and comply with all California laws, including, if applicable, the Uniform Prudent Management of Institutional Funds Act. A designated checking account shall be maintained with adequate cash for daily business transactions and expenses as needed by the Corporation. The Secretary-Treasurer will report to the Board of Directors on a monthly basis the balances in each account and make recommendations for any changes or investments for the Corporation.

Section 4.  The Secretary-Treasurer shall direct the notification of membership dues and Board of Directors meetings via electronic or printed mail.

ARTICLE XI

Duties of the Past President

It shall be the duty of the Past President to act as a representative of the Corporation, and he/she is a member of the Executive Committee.

ARTICLE XII

Duties of the Chapter Representatives

Section 1. It shall be the duty of the Chapter Representatives to hold meetings in his/her chapter each year. Chapter Representatives shall take and report attendance at chapter meetings, act as liaison to the Board of Directors, and in the event of a disaster, act as a contact for chapter members via the disaster coordinators.

Section 2. An Affiliate Chapter Representative may be elected or appointed to the Board of Directors for representation of Affiliate Members. This representative shall be elected or appointed by Affiliate Members only, and he/she is a non-voting member of the Board of Directors.

ARTICLE XIII

Duties of the Delegates and Alternate Delegates

Section 1.  It shall be the duties of the Delegates to the California Veterinary Medical Association House of Delegates to perform the duties as set forth by the Bylaws of the California Veterinary Medical Association.

Section 2.  It shall be the duties of the Alternate Delegates to perform the duties of the Delegates in the event of the Delegate’s inability to serve.

ARTICLE XIV

Order of Business

The order of business at the Board of Directors meeting shall include items of Call to Order, Approval of Minutes, Unfinished Business, Committees/Liaison Reports, Membership Applications, New Business, Discussion, and Adjournment.

ARTICLE XV

Duties of the Board of Directors

Section 1.  The Board of Directors, under the direction of the duly elected officers, shall hold such meetings as the business of the Corporation may require.

Section 2.  The President, President Elect or Vice President shall be chairperson and call a special meeting of the Board of Directors whenever he/she deems necessary.

Section 3.  A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 4.  The record of the proceedings of the Board of Directors shall be supervised by the Secretary-Treasurer of the Corporation.

Section 5.  The Board of Directors shall be vested with the power to suspend or terminate a member in accordance with the provisions of Article XXI below.  

Section 6.  It shall be the duty of the Board of Directors to examine and vote on the applications for membership to the Corporation.

Section 7.  The Board of Directors shall be responsible for the execution of the authorized policies of the Corporation.

Section 8.  The Board of Directors shall authorize all expenditures of funds of the Corporation. A two-thirds majority of the voting membership shall be required before incurring any Corporation indebtedness.

Section 9.  The Board of Directors shall have the power to over-rule or modify the action of any officer of the Corporation which has not been specified or authorized by action of the Corporation.

Section 10.  The Board of Directors shall receive committee reports and recommendations.

Section 11.  The Board of Directors shall be vested with the power to act on all matters referred to it by the President or by motion of the Corporation. Its findings shall be final.

Section 12.  The Board of Directors shall review the corporate bank accounts and tax return annually. 

Section 13. The President, President Elect, Vice President, Secretary-Treasurer, the immediate Past President, Delegates and Alternate Delegates to the State Association House of Delegates, and each Chapter Representative shall have one vote.

Section 14.  Members of the Board of Directors may participate in meetings through the use of conference telephone, electronic video screen communication, or electronic transmission, as long as all members participating in the meeting are able to hear one another. There can be no participation or voting by proxy by the Board of Directors.

Section 15.  If needed, there shall be an Executive Director employed by the Board of Directors. The duties of the Executive Director shall be to supervise and delegate to other office staff duties of office business and report all Corporation business executed by the office.  The Executive Director shall have no voting power and shall be directly responsible to the Board of Directors.

Section 16.  The Board of Directors is authorized to set up a detailed list of the Corporation Policies and Operating Procedures. A two-thirds majority vote of the Board of Directors is required for approval and changes of policies and operative procedures of the Corporation.

ARTICLE XVI

Application for Membership

Section 1.  All applications for membership shall be submitted to the Corporation, accompanied by the appropriate quarterly pro-rated annual dues, using such form as approved by the Board of Directors.

Section 2.  All applications for membership must be approved by the Board of Directors.

Section 3.  Active Membership will be considered for veterinarian applicants who present satisfactory evidence that they are graduates of a veterinary college recognized by the American Veterinary Medical Association.

Section 4.  Honorary Membership is hereby provided for to be conferred upon those who have distinguished themselves in veterinary or allied sciences such as human medicine or animal husbandry. Proposals for such membership shall be in writing and referred to the Board of Directors for consideration. Upon favorable action by the Board of Directors, the proposal shall be reported to the Corporation in the minutes before being voted upon by the Board of Directors, where a two-thirds vote of the Board of Directors present shall be required for election. Honorary Members shall be exempt from all dues and entitled to all rights and privileges of Active Membership except the right to vote.

Section 5.  Distinguished and Life Membership is hereby provided. Proposals for Life Membership shall be referred to the Board of Directors for consideration. Said Distinguished and Life Member shall retain all the rights and privileges of membership.

Section 6.  A majority vote of the Board of Directors shall be required for election to Active Membership, Distinguished, and Life Membership.

Section 7.  Non-Resident Membership is hereby provided for veterinarians who reside outside the boundaries of the Corporation. A Non-Resident Member is entitled to attend meetings, shall not have the right to vote, and is required to pay Non-Resident Member dues as decided by the Board of Directors.

Section 8.  Retired Membership. An Active Member in good standing of the Corporation for a minimum of fifteen (15) years, at time of retirement from practice, may petition for a Retired Membership status. A Retired Member will pay dues as decided by the Board of Directors and will retain all voting rights the same as an Active Member. A Retired Member is no longer actively practicing in San Diego or Imperial Counties and will still be considered in that category even though he/she might be working one day per week, or five days per month or less.

Section 9.  Affiliate Membership will be considered for applicants who present satisfactory evidence that they are currently Registered Veterinary Technicians and/or currently employed as veterinary support staff. Affiliate Members shall not have the right to vote. Such affiliate members may serve on committees and have non-voting membership on the Corporation Board of Directors. Procedures for admission to Affiliate Membership shall be the same as for veterinarian members, with appropriate fees established by the Board of Directors.

ARTICLE XVII

Dues

The amount of the annual dues for members of the San Diego County Veterinary Medical Association shall be set by the Board of Directors. Dues may be pro-rated for those joining later in the year.

ARTICLE XVIII

Arrears and Reinstatement

Section 1.  Any member sufficiently in arrears, after due notice by the Corporation, shall be suspended by the Board of Directors. He/She shall be notified that he/she has been dropped from the rolls.

Section 2.  Members subject to the provisions of Section 1. of this Article may be reinstated upon written application for reinstatement accompanied by the payment of dues in advance, provided such application is considered and approved by the Board of Directors.

ARTICLE XIX

Suspension of Bylaws

Notwithstanding the foregoing, the Board of Directors may amend the bylaws without member consent with respect to those provisions where it is permitted to do so under California law.

ARTICLE XX

Code of Ethics

The Code of Ethics of this Corporation shall be the same as that of the American Veterinary Medical Association, substituting the name San Diego County Veterinary Medical Association for the words American Veterinary Medical Association whenever it appears in that code.

ARTICLE XXI

Dismissal of Members

A member may be suspended or terminated based on a good faith determination by the Board of Directors that the member has failed in a material and serious degree to comply with ethical rules of conduct or standard of care applicable to the practice of veterinary medicine, has had his or her veterinary license suspended or revoked, has been convicted of a felony or misdemeanor, or has otherwise engaged in conduct materially and seriously prejudicial to the Corporation’s purposes and interests. The Board of Directors shall give the member at least 15 days’ prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address shown on the Corporation’s records. The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the statement considered, by the Board of Directors to determine whether or not the termination should occur. The Board of Directors shall decide by a majority vote whether the member should be suspended or terminated. The decision of the Board of Directors is final, and any action challenging the decision must be commenced within one year after the date of suspension or termination. The foregoing provisions shall not affect the rights of members to remove a Director from office, with or without cause, in accordance with California law. 

Updated December 2015