BYLAWS

CHICAGO VETERINARY MEDICAL ASSOCIATION, INC.

An Illinois ‘Not For Profit’ Corporation

GENERAL DEFINITIONS

1.1     Unless otherwise required by their context, the words and terms used in these Bylaws shall have the following meanings and definitions:

  • “Association” – Chicago Veterinary Medical Association, an Illinois General ‘not for profit’ Corporation.
  • “ISVMA” – The Illinois State Veterinary Medical Association.
  • “Act” – The Illinois General not for Profit Corporation Act of 1986, as it may be amended from time to time, or any successor Not For Profit Corporation Law of the State of Illinois which may be adopted in lieu thereof.
  • “Articles” or “Articles of Incorporation” – The Articles of Incorporation of the Association, as amended from time to time.
  • “Bylaws” – The Bylaws of the Association, as adopted and amended from time to time.
  • “Rules of Procedure” – The Rules of Procedure of the Association, as adopted and amended from time to time.
  • “Member” – A person having membership rights in the Association in accordance with the provision of the Articles, Bylaws and Rules of Procedure.
  • “Life Member” – A member of the Association who:
    • has attained the age of sixty five (65) years and been a member in good standing of the Association for a total of at least thirty (30) years: or
    • has been a member in good standing of the Association for a total of at least thirty-five (35) years; and has, after fulfilling the above requirements, been elected to Life Membership by the Executive Board.
  • “Honorary Member” – A person who has given distinguished and meritorious service in the field of veterinary medicine, public health, animal industry or wild life conservation who has been elected to same by the members of the Association.
  • “Student Member” – A person who is enrolled in any school of veterinary medicine recognized by the American Veterinary Medical Association on a full-time basis and is actively pursuing a Doctor of Veterinary Medicine Degree. All applicants will be reviewed by the Membership Committee and the Board of Directors. Upon approval of his or her application for student membership shall become a non-voting member, ineligible to hold office and exempt from payment of dues.
  • “Executive Board”- The Board of Directors of the Association.
  • “Director” – A duly constituted member of the Executive Board.
  • “Officers” – The President, President-Elect, Immediate Past-President, Secretary and Treasurer of the Association.
  • “ISVMA Representatives” – ISVMA members elected to serve as representatives to the Board of Directors of the Illinois State Veterinary Medical Association.
  • “Principal Office” – The place of business of the Association as designated by the Executive Board.

1.2     When appropriate the singular noun shall also include the plural, and vice versa, all as the context shall require.

GENERAL PROVISIONS 

2.1   The purposes of the Association are:

  • The cultivation of fraternal feelings among veterinarians.
  • The maintenance of veterinary science on an equal basis with other branches of medicine and surgery.
  • The mutual improvement of its members by presentation of scientific subjects or records of interest to the veterinarian.
  • The devising of ways and means of extending its united aid in upholding the municipal, state and federal laws protecting the qualified practitioner of veterinary medicine in the pursuit of the profession and the defense of his or her rights and privileges.
  • The promotion of responsible pet ownership and education of pet owners as to the humane care and treatment of their pets.

2.2   The objectives of the Association are:

  • To protect and improve the welfare of the veterinary profession and the animal population in Illinois.
  • To maintain the science of veterinary medicine on an equal status with all allied branches of medicine and surgery.
  • To cooperate with federal, state, county and municipal officials and with interprofessional medical organizations in obtaining the enactment and enforcement of Illinois laws designed to protect the public health.
  • To observe and evaluate veterinary education standards and facilities in Illinois and take appropriate action to encourage the elimination of any deficiencies.
  • To promote friendly cooperation between members of the profession.

2.3   The conduct of the affairs of the Association shall be strictly in accordance with the Act, the Articles, these Bylaws and the Rules of Procedure. All Directors, Officers, agents and employees of the Association shall act strictly in accordance with same.

MEMBERS

3.1   A member of the Association shall be a person who:

  • Is a graduate of a veterinary college recognized by the American Veterinary Medical Association at the time of graduation or licensed to practice Veterinary medicine in any State of the United States,
  • Is of good professional character and reputation, and adheres to the Principles of Veterinary Medical Ethics as defined by the American Veterinary Medical Association,
  • Abides by these Bylaws and such other policies, rules and regulations as the Association may adopt,
  • Has been elected to membership as hereafter provided.

3.2 All applications for membership shall be delivered to the Association with the applicable fees at its Principal Office. All applications shall be referred to the Membership Committee as provided in the Rules of Procedure. All applications shall be approved by the Executive Board by a majority vote, once it is determined, on the basis of criteria set forth in these bylaws and such other guidelines as the Executive Board may prescribe, whether individual applicants meet the qualifications necessary for membership in the Association.  All such applicants shall become members upon notice from the Association. If the application for membership is not approved, the dues paid shall be refunded to the applicant.

3.3   A member may resign by filing a written resignation with the Secretary. All resignations shall become effective immediately upon receipt by the Secretary

3.4   A member may be expelled from the Association for good cause shown after appropriate hearing by the Executive Board, by the affirmative vote of two-thirds (2/3) of the members of the Executive Board present at a regular meeting of the Board, and, thereafter, by the affirmative vote of two-thirds (2/3) of the members of the Association present at a regular meeting of the Members at which notice of the submission of the expulsion has been given.

3.5   A member may be expelled from the Association for failure to pay annual dues, assessments or any other monies due to the Association thirty (30) days after notice of such delinquency has been mailed to the member by the Secretary, by the affirmative vote of a majority of the Executive Board present at a regular meeting of the Board.

3.6   A student member of the association shall be a person who:

  • Is enrolled in any school of veterinary medicine recognized by the American Veterinary Medical Association on a full-time basis and is actively pursuing a Doctor of Veterinary Medicine Degree,
  • Is of good professional character and reputation, and adheres to the Principles of Veterinary Medical Ethics as defined by the American Veterinary Medical Association,
  • Abides by these Bylaws and such other policies, rules and regulations as the Association may adopt,
  • Has been elected to membership upon approval of his or her application for membership by the Membership Committee and the Board of Directors,
  • Shall be non-voting member, ineligible to hold office, and exempt from payment of dues.
  • Immediately upon graduation, is eligible to become first year regular members subject to approval by the Membership Committee and the Board of Directors.

MEETINGS OF MEMBERS

4.1   An annual meeting of the members shall be held on the day of the scheduled Wednesday full-day CVMA Continuing Education Seminar in the month of December of each year, at such time as designated by the Executive Board, for the purpose of electing the members of the Executive Board, Officers, and for transacting such other business as may come before the meeting.

4.2   An annual meeting of the members shall be held on the day of the scheduled Wednesday full-day CVMA Continuing Education Seminar in the month of September of each year, at such time as designated by the Executive Board, for the purpose of approving the budget for the following fiscal year and for transacting such other business as may come before the meeting.

4.3   A special meeting of the members may be called by the President upon the affirmative vote of a majority of the Executive Board, or by not less than ten per cent (10%) of the members, for the purpose or purposes stated in the call of the meeting.

4.4   As provided in the Rules of Procedure, the Executive Board shall designate the place for all annual meetings; and the person(s) calling a special meeting shall determine the date, time and location.   

4.5   Written notice of all meetings of the members shall be given to all members. Said notice shall state the place, date and hour of the meeting. In the case of a special meeting, or where required by the Act or these Bylaws, the purpose for which the meeting is called shall be stated in the notice. Unless otherwise provided in the Act, the notice shall be delivered to each member not less that five (5) days prior to date of the meeting. If mailed, the notice shall be deemed delivered when deposited in the United States mail, addressed to the member at the member’s address as it appears on the records of the Association, with postage prepaid. Attendance at a meeting by a member shall be deemed to be a waiver of notice to the member of said meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is had.

4.6   The holders of ten percent (10%) of the votes which may be cast at a meeting of the Association, represented in person or by proxy, shall constitute a quorum for consideration of all matters at any meeting; provided, however, if less than a quorum is represented, a majority of the votes so represented may adjourn the meeting at any time without further notice.

4.7   Each member entitled to vote at a meeting of the members may authorize another member to vote for him or her by proxy. All proxies shall be in writing, signed by the member and delivered to the person so appointed. Except as otherwise provided in this Paragraph, all proxies shall continue in full force and effect until revoked by the member executing it prior to the vote pursuant thereto, by written document stating the revocation and delivered to the Association, by subsequent proxy or by attendance at the meeting and voting in person. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Facsimile-transmitted proxy authorizations will be deemed acceptable, but no other form of electronically-transmitted documentation may be used.

4.8   Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members.

4.9   Voting on any question or in any election shall be by voice or hand, unless the President or twenty percent (20%) of the members present, in person or by proxy, shall demand voting by written ballot.

4.10 At any meeting at which an election is conducted, additional nominations from the floor shall be permitted after the report of the Nominations Committee.

THE EXECUTIVE BOARD

5.1   The affairs of the Association shall be managed by or under the direction of the Executive Board. The Executive Board shall, in all cases, act as a board. The Executive Board shall act strictly in accordance with the Articles, these Bylaws, and the Rules of Procedure and any resolutions adopted by it.

5.2   All members of the Executive Board shall be Members of the Association. The Executive Board shall consist of the Officers and nine (9) members elected by the membership.

5.3   Directors approved by the Executive Board shall be elected each year at the Annual Meeting of the members, and shall serve for their applicable term as provided in the Rules of Procedure.

5.4   A Director elected by the members may resign at any time upon written notice to the Executive Board. A Director elected by the members may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy, at a meeting of the members at which a quorum is present, the notice for which states that one of the purposes of the meeting is to consider the removal of one or more Directors named in the notice. Only named Directors may be removed at such meeting. A Director who fails to attend one-half (1/2) of the meetings of the Executive Board during any calendar year may be removed by the affirmative vote of two-thirds (2/3) of the votes present and voted at a meeting of the Executive Board at which a quorum is present.

5.5   Any vacancy occurring in those Directors who are Officers shall be filled as hereafter provided. Any vacancy occurring in those Directors elected by the members aforesaid, shall be filled from the appropriate group aforesaid, by the Executive Board if the unexpired term is less than twelve (12) months, or in all other cases, by a special election of the members at any meeting of the members.

5.6   Regular meetings of the Executive Board shall be held on the third (3rd) Tuesday of each month, except during the months of January and February in which case they will be held the 4th Tuesday of the month when National Veterinary Conventions conflict. No meetings will be held June, July and December. Meetings shall be held at such time and place, or other medium (telephone or webcam) as shall be provided by the Rules of Procedure. No notice of the regular meeting of the Executive Board need be given to any person; provided, however, that the date, location/medium and time of same shall be published in the monthly bulletin/website of the Association.

5.7   Special meetings of the Executive Board may be called by or at the request of the President or any seven- (7) members of the Executive Board. The person or persons authorized to call a special meeting shall determine the date, time and location of same.

5.8   Written notice of any special meeting of the Executive Board shall be given at least seven (7) days prior thereto, to all members of the Executive Board, at the member’s address as shown on the records of the Association. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice of any special meeting may be waived in writing, signed by the person or persons entitled to same, either before or after the meeting. Attendance by a member the Executive Board at any special meeting shall constitute a waiver of notice of such meeting unless such attendance at the meetings is for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. Unless specifically required by law or these Bylaws, neither the business to be transacted at, nor the purpose of any special meeting of the Executive Board need be specified in the notice or waiver of notice. Acceptable forms of written notification include traditional pen-and-paper mail, facsimile transmission of a document, or electronic mail (E-mail) transmission.

5.9   A majority of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting; provided, however, if less than a quorum is present, a majority of those present may adjourn the meeting to another time without further notice.

5.10 Each member of the Executive Board shall be entitled to one vote on each matter submitted to vote at any meeting. No member of the Executive Board may act by proxy on any matter. The act of a majority of the members of the Executive Board present at a meeting at which a quorum is present shall be the act the Board, unless the act of a greater number is required by law, the Articles, these Bylaws or the Rules of Procedure.

5.11 Any member of the Association may attend any meeting of the Executive Board. In all other respects, the conduct of meeting of the Executive Board shall be as provided in the Rules of Procedure.

5.12 The authority of the Executive Board may be exercised without a meeting if consent in writing, setting forth the action taken, is signed by all of the members of the Board entitled to vote.

5.13 A member of the Executive Board who is present at a meeting at which action on any matter is taken, shall be conclusively presumed to have assented to the action taken unless that member’s dissent shall be entered in the minutes of the meeting, or unless that member shall file a written dissent to such action with the Secretary, in writing, before adjournment, or shall forward such dissent by registered or certified mail to the Secretary immediately after adjournment. Such right to dissent shall not apply to one who has voted in favor of such action.

OFFICERS

6.1   The Officers of the Association shall consist of the President, President-Elect, Secretary, Treasurer and Immediate Past-President. All officers shall be members of the Association. No person shall hold more than one office. No Officer shall be paid any salary as an Officer of the Association.

6.2   The Officers shall be elected annually at the Annual Meeting of the members. All Officers shall hold office until his or her successor shall have been elected and qualified.

6.3   The ISVMA Representatives shall be elected in accordance with the constitution and bylaws of the Illinois State Veterinary Medical Association, and shall hold office for the term, upon the terms and conditions, therein contained.

6.4   Each President shall serve as the Immediate Past-President until the election and qualification of his successor.

6.5   An Officer may resign at any time upon written notice to the Executive Board. An Officer Elected by the members may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy, at a meeting of the members at which a quorum is present, the notice for which states that one of the purposes of the meeting is to consider the removal of one or more Officers named in the notice. Only named Officers may be removed by the Executive Board whenever in its judgment the best interests of the Association would be served thereby.

6.6   The Executive Board shall fill any vacancy occurring in any Office of the Association. An Officer appointed to fill a vacancy shall complete the unexpired term of the predecessor in office. A vacancy in the ISVMA Representatives shall be filled in accordance with the constitution and bylaws of the Illinois State Veterinary Medical Association.

6.7   The President shall be the principal executive Officer of the Association. Subject to the direction and control of the Executive Board, the President shall be in charge of the business and affairs of the Association, and shall see that the resolutions and directives of the Executive Board are carried into effect except in those instances in which that responsibility is assigned to some other person by the Executive Board. In general, the President shall discharge all duties incident to the Office of President and such other duties as may be prescribed by the Executive Board. Without limiting the aforesaid, the President shall:

  1. Preside at all meetings of the Association and the Executive Board.
  2. Execute for the Association, any contracts or other instruments authorized by the Executive Board.
  3. Vote all securities that the Association is entitled to vote.
  4. Be an ex-officio member of all committees of the Association except the Nomination Committee; and
  5. Appoint all committee chairmen and approve the members of all committees.

6.8   The President-Elect shall have such powers and perform such duties as the Executive Board shall prescribe or as the President shall delegate. In the absence of the President, or in the event of death, inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. The President-Elect shall be Chairman of the Budget Committee.

6.9   The Secretary shall be the principal administrative Office of the Association, and shall perform all duties incident to the office of Secretary and such other duties as may be from time to time, assigned by the President or the Executive Board. Without limiting the aforesaid, the Secretary shall:

  1. Be custodian of the corporate records of the Association, see that all notices are duly given in accordance with the provisions of these Bylaws, the Rules of Procedure or as required by law, and provide for the recording of the minutes of the meetings of the Members and the Executive Board.
  2. Supervise the operation of the Staff and Principal Office of the Association
  3. Supervise the maintenance of the records of the names, addresses and statutes of all members; and
  4. Supervise the preparation and distribution of all publications of the Association.

6.10 The Treasurer shall be the principal accounting and financial Officer of the Association, and shall perform all duties incident to the office of Treasurer, and such other duties as may be, from time to time, assigned by the President or the Executive Board. Without limiting the aforesaid, the Treasurer shall:

  1. Have charge and custody of, and be responsible for all funds and securities of the Association, and be responsible for the receipt and disbursement thereof; and
  2. Have charge of and be responsible for the maintenance of accurate and adequate books of account for the Association.

6.11 The Immediate Past-President shall discharge such duties as the Executive Board shall prescribe or as the President shall delegate. Without limiting the aforesaid, the Immediate Past-President shall:

  1. Assume the duties of President in the absence of the President and President-Elect, or in the event of their death, inability or refusal to act, until the selection and qualification of their successors; and
  2. Act as Chairman of the Nominations Committee.

COMMITTEES

7.1   There shall be two (2) standing committees, namely, Membership and Nominations.

7.2   The Executive Board may designate such other or additional committees as it deems necessary, same to have such function, duration and membership as it deems necessary.

7.3   Except as hereafter provided, the President shall appoint the Chairman of each committee. The Chairman, subject to the approval of the President shall select the members of each committee. The Chairman of the Nominations Committee shall be the Immediate Past-President; the members of that Committee shall be the four other most recent Past-Presidents, and additional advisors as deemed by the SOP.

7.4   The standing committees shall have the duties and functions provided in the Rules of Procedure; provided, however;

  1. The Nominations Committee shall nominate Candidates for each elective office of the Association, and shall deliver a list of its nominees to the Secretary at least thirty (30) days prior to the meeting at which the election is to be conducted, which list shall be distributed to the members.

7.5   All other committees shall have such duties and functions as shall be specified by the Executive Board.

DUES AND FEES

8.1   Any change in the annual membership dues of the Association shall be determined, after appropriate hearing by the Executive Board, by the affirmative vote of two-thirds (2/3) of the members of the Executive Board at a regular meeting of the Board and, thereafter, by the affirmative vote of two-thirds (2/3) of the members of the Association at a regular meeting of the members at which notice of the submission of the question of dues determination is given.

8.2   A special assessment of the members shall be determined, after appropriate hearing by the Executive Board, by the affirmative vote of two-thirds (2/3) of the members of the Executive Board at a regular meeting of the Board and, thereafter, by the affirmative vote of two-thirds (2/3) of the members of the Association at a regular meeting of the members at which notice of the submission of the question of a special assessment is given.

8.3   The fee paid upon application for membership shall be determined by Executive Board and shall be non-refundable.

8.4   No dues or assessments shall be paid by Life Members, Honorary Members, Student Members or members serving in the armed forces of the United States. No dues shall be due from a member within twelve months of graduation from Veterinary College. Dues and assessments may be waived by the Executive Board for good cause shown.

OPERATION AND CONDUCT OF AFFAIRS

9.1   The Executive Board may adopt Rules of Procedure and Policies for the conduct of the business and affairs of the Association, same to be binding upon all members of the Association. In the event of a conflict between the Rules of Procedure or Policies and these Bylaws, these Bylaws shall control.

9.2   The principal office of the Association shall be at such place as determined by the Executive Board.

9.3   The Executive Board may authorize any Office or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authorization may be general or confined to specific instances.

9.4   All funds of the Association shall be deposited to the credit of the Association in such banks or other depositories, as the Executive Board shall determine. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officers or agents of the Association and in such manner as shall, from time to time, be determined by the Executive Board.

9.5   The Executive Board may accept, on behalf of the Association, gifts, bequests or devises for the general or special purposes of the Association.

9.6   The Association shall keep correct and complete books and records of account, and minutes of the proceedings of the members and Executive Board, and a record of the names and addresses of all members. Any member or his attorney may inspect all Books and records of the Association, for any proper purpose at any reasonable time. An accountant selected by the Executive Board shall audit the books and records of account triennially. In the interceding years an accountant selected by the Executive Board shall review the books and records of the Association in the course of preparation of the annual income tax returns.

MISCELLANEOUS

10.1 These Bylaws shall be adopted and amended after appropriate hearing by the Executive Board, by the Affirmative vote of two-thirds (2/3) of the members of the Executive Board present at a regular meeting of the Board, and thereafter by the affirmative vote of two-thirds (2/3) of the members of the Association present at a regular meeting of the members at which notice of the submission of the question of the adoption of amendment is given.

10.2 Each person who at any time is or shall have been a member of the Executive Board, Officer, committee chairman, committee member, or employee shall be indemnified by the Association in accordance with and to the full extent permitted by the Act as in effect at the time of the adoption of these Bylaws or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of the members or disinterested members of the executive Board or otherwise. The Association may purchase and maintain insurance on behalf of any person to be the full extent permitted by the Act as in effect at the time of the adoption of these Bylaws or as amended from time to time.

Ratified 12/17/14