BY-LAWS of the SEATTLE-KING COUNTY VETERINARY MEDICAL ASSOCIATION

PREAMBLE

The following by-laws shall constitute an amendment of the existing by-laws dated January 18, 1997 as a whole and shall repeal and eliminate all existing by-laws of the Association. These by-laws shall become effective immediately upon adoption by the membership on August 21, 2011.

ARTICLE I - NAME

The name of this organization shall be the Seattle–King County Veterinary Medical Association.

ARTICLE II – OBJECTIVES

Mission:

  • To support local veterinarians’ pursuit of excellence by providing quality continuing education;
  • To facilitate a strong veterinary community through social and public service opportunities;
  • And to promote the veterinary profession to the general public.

ARTICLE III – FISCAL RESPONSIBILITY

A. This Corporation is organized exclusively for charitable purposes with a 501©(6) Internal Revenue Service designation.

B. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

C. All financial business of the Association will be conducted with due diligence to its members, past, present and future. Expenditures will be limited to activities that support the mission of the Association as outlined in Article II.

D. In consideration of the Executive Board members, the Association will carry an appropriate Directors and Officers insurance policy.

F. Assumption of debt for the Association beyond the typical operating expenses of the Association will require a two-thirds majority vote of the entire Executive Board.

ARTICLE IV - MEMBERSHIP

A. Qualifications for membership. Members shall:

1. Abide by all regulations of the Washington State Veterinary Practice Act.

2. Be a veterinarian with a Doctorate of Veterinary Medicine or equivalent degree.

3. If licensed veterinary technician (LVT) membership is adopted by the Association, LVT members must be licensed in Washington state and be in good standing

B. Classification of membership. Members of the Association shall include the following:

1. Active members.

a. New applicants for active membership shall submit a completed application to the Chairman of the Membership Committee and shall, at the same time, submit the required membership dues in U.S. funds payable to the order of the Seattle – King County Veterinary Medical Association.

b. Renewal of membership shall be accomplished by payment of dues as outlined in Article V – Dues.

c. An active member may attend any regular or special meeting, may vote, may serve on committees, may hold office and participate in the business of the Association, except as provided in Article V – Dues.

2. Complimentary membership

a. New graduates of AVMA recognized schools that have passed the National Board Exam and

Washington licensing requirements may be awarded this membership status for the remainder of their graduation year and the subsequent full calendar year at the discretion of the Board of Directors.

b. Other complimentary memberships may be granted for a limited time at the recommendation of the Membership Committee and upon approval of the Board of Directors.

c. Persons in this membership category may attend any regular or special meeting, may vote, may serve on committees and may hold office.

3. Life membership.

Life membership may be extended as recognition of meritorious service or accomplishment, to a member of the Association, upon recommendation of the Board of Directors and approval by the membership. Privileges are the same as those for active members.

4. Associate membership.

a. To qualify as an Associate Member, an individual must practice outside King County and be an active member of his/her local veterinary medical association, if one exists, or be 60 years of age or older and permanently retired.

b. Persons in this membership category may attend any regular or special meeting, but may not vote, serve on committees or hold office.

5. Licensed Veterinary Technician Membership.

a. There are no provisions for complimentary, lifetime or associate memberships for LVT members.

b. LVT members may not hold executive office but may become directors, if they chair a recognized committee or chapter of the SKCVMA or are delegate to a board-approved organization.

C. Removal from membership.

1. The following shall constitute sufficient reason for removal from membership:

a. For non-payment of dues. A member more than three (3) months in arrears shall be suspended from the Association. Upon payment of dues for the current year, the suspended member may be reinstated as an active member by the Board of Directors.

b. For conviction of any violation of the Washington State Veterinary Practice Act, censure by the Washington State Board of Veterinary Governors, conviction of a felony or conviction of any degree of animal cruelty.

c. For unprofessional conduct as deemed by the Board of Directors using the Washington State Veterinary Medical Association Code of Ethics and Guideline of Professional Conduct as a guide. The membership of any member who engages in unprofessional conduct may be revoked upon recommendation of the Membership Committee, provided the Board of Directors approves such an action by a 2/3 vote of those present and voting.

d. Voluntary withdrawal. A member may withdraw from the Association.

2. No dues shall be refunded, if membership is terminated by the member or the Association.

ARTICLE V – DUES

A. Dues of active members shall be set by the Board of Directors and shall be payable on or before the first regular meeting in January. Dues will be calculated to maintain the non-profit status, to support the mission and to offer the lowest dues required to maintain the fiscal health of the Association. Dues increases will occur only for financial necessity of the organization.

B. Dues statements shall be delivered to the membership no later than December 1 for the upcoming year.

C. Members who are three (3) months or more in arrears in the payment of dues may not vote, serve on committees, hold office, receive the newsletter, participate in the business of the Association or enjoy any of the other benefits of Association membership.

D. Dues will not be prorated for any reason.

ARTICLE VI – EXECUTIVE BOARD / BOARD OF DIRECTORS

A. The Executive Board, also known as Board of Directors, shall consist of the President, President-elect, Secretary, Treasurer, the chairperson of each committee currently recognized by the Association and one representative from each of the constituent chapters. All directors must be SKCVMA members.

B. The Executive Officers.

1. Executive officers are considered directors and include President, President-elect, Secretary and Treasurer.

2. Nominations. The Board of Directors as a whole, or its designates, shall act as a nominating committee and after obtaining the nominee’s consent, shall nominate one or more candidates for each office. Nominations by the Board shall be announced in the newsletter prior to the regular election meeting. Additional nominations may be made from the floor at the regular meeting.

3. Election shall be by a majority vote of the general membership. Elections shall be held each year, at the regular January meeting of the general membership.

4. The term of each executive officer shall be one year or until their successor is elected.

5. Vacancies in any office shall be filled by a member appointed by the President and approved by the Board of Directors at its next meeting following such vacancy. The officer appointed shall serve the remainder of the term to which he/she is appointed.

C. Directors-at-large.

1. Directors-at-large include the chairperson of each committee currently recognized by the Association and one representative from each of the constituent chapters. Directors-at-large may be appointed or elected at the discrimination of the Executive Board.

2. The term of each director-at-large is not limited and shall be at the discretion of the individual director-at-large and the Executive Board.

3. Any vacancy in the membership of the Board of Directors shall be filled for the unexpired term by a member appointed by the President with the approval of the Board of Directors at its first meeting following occurrence of the vacancy.

4. Additional directors may be added at the discretion of the Board of Directors.

D. A director may resign by delivering a written resignation to the President or to the meeting of the directors. Said resignation shall be effective upon receipt.

E. Any director may be removed from the Board by a two-thirds (2/3) majority vote of a quorum of the Board.

ARTICLE VII – DUTIES OF OFFICERS

A. President. The President shall perform all assigned duties as outlined in all articles of these by-laws as well as:

1. Preside at all general membership and Executive Board meetings.

2. Appoint all committee chairpersons as directed in Article XII.

3. Act as Registered Agent of the Corporation.

4. Conduct the affairs and operations of the Association deemed necessary to uphold the mission.

5. Be signor on all financial accounts.

6. Perform additional duties and responsibilities of the President as outlined in the President Position Description in the SKCVMA Policies and Procedures Manual.

B. President-elect. The President-elect shall perform all assigned duties as outlined in all articles of these by-laws as well as:

1. Succeed to the office of the President.

2. Perform the duties of the President in the latter’s absence.

3. Arrange programs for the general membership meetings.

4. Assume other duties at the request of the President.

5. Perform additional duties and responsibilities of the President-Elect as outlined in the President-Elect Position Description in the SKCVMA Policies and Procedures Manual.

C. Secretary. The Secretary shall perform all assigned duties as outlined in all articles of these by-laws as well as:

1. Keep permanent records of the general membership and Executive Board meetings.

2. Be responsible for notification of the members of the place, date and time of all meetings

3. Conduct official correspondence of the Association and officers.

4. Perform such other duties as directed by the President and Board of Directors.

5. Perform additional duties and responsibilities of the Secretary as outlined in the Secretary Position Description in the SKCVMA Policies and Procedures Manual.

D. Treasurer. The Treasurer shall perform all assigned duties as outlined in all articles of these by-laws as well as:

1. Act as the chief financial and accounting officer of the Association.

2. Collect all monies due the Association, either directly or through the various committee chairpersons responsible for collection of fees.

3. Oversee payment of all valid bills incurred against the Association and be signor on all financial accounts.

4. Submit a financial report at each Executive Board meeting, general meetings and other meetings when requested.

5. At the close of each year present a detailed statement of receipts and disbursements for review by the Board of Directors.

6. Submit a budget at the January general meeting for membership approval.

7. Submit reports and documentation to an accountant on an annual basis for audit and tax preparation.

8. File the Annual Report to the Secretary of State by December 1 of each year or as required by law.

9. Chair the Finance Committee.

10. Perform additional duties and responsibilities of the Treasurer as outlined in the Treasurer Position Description in the SKCVMA Policies and Procedures Manual.

ARTICLE VIII – DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall:

A. Direct all business to uphold the mission of the organization in Article II.

B. Practice due diligence in all business of the Association.

C. Supervise and care for the assets and property of the Association.

D. Represent the Association in all legal matters in which the Association, as property owner, may be required to act.

E. Assist as needed in the Treasurer’s preparation of a budget to be submitted to the membership for their approval at the January general membership meeting.

F. Review the Treasurer’s annual financial report. Submit a financial report to the membership by the end of the succeeding first quarter of the next annual reporting period.

G. Make specific expenditures. Review and regulate the activities and expenditures of all committees.

H. Nominate a slate of officers as directed in Article VI.

I. Have the power of approval of each of the President’s committee chairperson appointments.

J. Perform additional duties and responsibilities of the Board of Directors as outlined in the Executive Board Position Description in the SKCVMA Policies and Procedures Manual.

ARTICLE IX – EXECUTIVE BOARD MEETINGS

A. Scheduling.

1. The Board of Directors shall meet monthly with times and locations to be determined by the President. Meetings will be limited to one and a half (1 ½) hours unless a majority of voting members in attendance votes for extension.

2. Conference call meetings: Board meeting venue is traditionally and preferably a location where board members are physically present. At the discretion of the president, or three (3) or more directors, meetings may instead be scheduled as a multi-party conference call. All other rules referenced in this section for board meetings shall apply. Such a conference could be enhanced by an Internet chat room, allowing participants the chance to "virtually raise their hands" and provide additional comments. Any member wanting to attend a conference call board meeting shall be provided opportunity to attend via a board member's phone and computer (i.e. in the same room with a board member attendee.), if they don't have those resources of their own.

3. Special meetings may be called at any other time as requested by the President or by three (3) or more directors. Notice must be conveyed to each member of the Association no less than five (5) days in advance of such a meeting stating the time, place and purpose of the special meeting.

4. A regular monthly meeting may be suspended by a majority vote of a quorum of existing directors, but the Board must meet the following month.

B. Attendance.

1. All directors must attend regular Executive Board meetings. When unable to attend, the director should notify the President in advance when possible. Repeated, unexcused non-attendance of board meetings may be considered cause for removal from the position at the discretion of the Board of Directors.

2. Any member of the Association may attend meetings of the Board of Directors and upon recognition of the chair, may discuss, debate or present a matter before the Board.

C. Executive Board Meeting Agenda.

1. The order of business of all meetings of the Association shall, to the extent applicable, be as follows:

  • Call to order
  • Assign note taker
  • Attendance
  • Reading and approval of the minutes from the previous meeting
  • Election of officers and/or directors
  • Treasurer report
  • Committee reports
  • Unfinished business
  • New business
  • Schedule next meeting
  • Adjournment

2. New agenda items should be submitted to the President at least three (3) days in advance the meeting.

3. The President will deliver a draft agenda to the Board two (2) days in advance of the meeting and the final agenda two (2) days prior to the meeting.

D. Voting.

1. Only members of the Board of Directors may vote at Executive Board meetings.

2. A quorum is one-third of the number of director positions currently filled. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

3. If an individual director chairs more than one committee and/or chapter, votes are limited to one vote per person.

4. If a committee is co-chaired by two or more people, only one vote is counted per committee.

E. Record keeping

1. At any and all meetings at which Association business is conducted, a note taker will be appointed to record minutes. Minutes will contain pertinent items, highlights of discussion, motions and votes, as well as any other information of note.

2. The Treasurer and committee chairs should submit their reports one week in advance to all BOD members. These reports will become part of the official meeting minutes as “report attached” and discussion at the Executive Board meeting can be waived if no comments or questions are raised. If no activity has occurred that necessitates a report, then the secretary should be notified prior to the BOD meeting and “no report” can be recorded in the minutes.

3. First draft of the minutes will be submitted to the Secretary for distribution to the Board of Directors. When minutes have been reviewed and approved by vote at the subsequent Executive Board meeting, the minutes will be made available to the general membership.

ARTICLE X – GENERAL MEMBERSHIP MEETINGS

A. There shall be a general meeting in January each year held in King County for election of officers and approval of the budget. The time and place of this meeting shall be arranged by the Board of Directors.

B. There may be additional general membership meetings at the discretion of the Board of Directors.

C. Special meetings may be called by the President or by three (3) or more members of the Board. Notice must be delivered to each member no less than five (5) days in advance of such a meeting stating the time, place and purpose of the special meeting.

D. A quorum for general membership meetings shall consist of those members present. The vote of a majority of the votes entitled to be cast by the members present shall be necessary for the adoption of any matter voted upon by the members.

E. Order of business for general meetings is the same as that for Executive Board meetings as outlined in Article IX, C, 1. Approval of the budget will occur under New Business.

F. Minutes of all meetings will be recorded, accepted by the BOD and made available to the membership as in Article IX, E.

ARTICLE XI – THE EXECUTIVE COMMITTEE

An Executive Committee composed of the President, President-elect, Secretary and Treasurer shall be empowered to transact business of the Association in an emergency in which the President does not have sufficient time to call a meeting of the Board of Directors.

ARTICLE XII – COMMITTEES

A. Purpose. The purpose of committees is to plan, organize and perform activities to maintain the fiscal health of the Association while supporting the mission in its entirety.

B. All committees shall submit reports to the Board of Directors seven (7) days in advance of every regularly scheduled Executive Board meeting. If other reports are requested of a committee chair, advance notice of a minimum of fourteen (14) days is required.

C. All committee chairs are appointed by the President and approved by the Board of Directors. The appointment shall be for one administrative year and can be successive. If at any time there is no chair for a committee, the work of the committee may cease until such time a chair is recognized and approved by the Board.

D. Committee members of all committees may be selected by the President and/or the committee chair.

E. Committees may be chaired by two individuals to be co-chairs, however, the committee retains only one vote for the purposes of Executive Board meetings. Either co-chair may vote as sanctioned by the committee.

F. The Board of Directors may vote to dissolve committees at the Board’s discretion by a majority vote of a quorum.

G. Standing committees may include but not be limited to:

1. Membership Committee.

2. Professional Relations Committee.

a. In order to protect the Association, form letters and standardized communications used by the committee to carry out its duty will be reviewed by a legal entity whenever changes are made.

b. Correspondence to and from the committee will be held in confidence and shall be viewed as private communication.

c. Meetings of the committee may be confidential at the discretion of the chairman. Records must be kept of all communications between any member of the committee, the general public, any veterinarians, the Board of Governors or any entity involved with the work of this committee.

d. In the event of no active members on the Professional Relations committee, inquiries of a complaint nature will be referred to appropriate private, local or state organizations/authorities

3. Continuing Education Committee – University of Washington Series.

a. In keeping with the original intent of the merger of the continuing education program with SKCVMA, the committee will maintain the original fiscal, administrative and management policies practiced since the program’s inception and merger with SKCVMA, including:

i. Authority to maintain a separate finances and budget solely for the purposes of providing the

continuing education program. All financial records are available to the Board of Directors for auditing and review upon request.

ii. Making continuing education accessible to all veterinarians thereby not limiting programs to

SKCVMA members.

iii. Maintaining inexpensive fees for all programs by constant due diligence. Fee increases will

only be allowed in response to fiscal needs of this committee.

b. The committee will submit an annual financial report at the subsequent January general meeting.

4. Public Information Committee.

5. Marketing Committee

6. Community Service Committee.

7. Finance Committee.

B. All other committees which may be desired shall be nominated by the President, the Board of Directors or individual general members. A member to chair the committee must be identified prior to voting on creation of any new committee. New committees must be recognized by at least a two-third (2/3) majority vote of a quorum of the Board of Directors. These committees may be in perpetuity or for a limited time and purpose.

ARTICLE XIII - CHAPTERS

A. Number and composition of chapters.

1. The Seattle – King County Veterinary Medical Association shall be composed of chapters representing geographical areas, specialty interests or intellectual interests of groups of members within SKCVMA.

2. The number and composition of chapters shall be determined by the Board of Directors. Creation and approval of any chapter requires at least a 2/3 majority vote of the Board of Directors at a meeting where a quorum is present.

3. Additional Chapters composed of members within a particular field or discipline of the veterinary profession may also be established.

B. Chapter Officers.

1. Each Chapter shall have a chairman appointed by the President and approved by the Board of Directors.

a. The chapter chairman shall conduct and arrange the chapter meetings and shall represent the chapter on the Board of Directors.

C. Chapter Membership.

1. Any SKCVMA member may also be a member of one or more Chapters.

2. A member may vote only in the chapter in which he/she is a member.

D. Chapter Meetings.

1. The date and number of chapter meetings shall be determined by the chapter.

2. Members may, and are encouraged to, attend meetings of chapters other than the one in which they hold membership.

E. Finances. 1. Chapters shall submit requests for reimbursement of any expenses beyond those previously approved in the annual budget to the Board of Directors for approval, and when approved, payment will be overseen by the Treasurer.

ARTICLE XIV – PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable as long as they are not inconsistent with these laws and any special rules of order the Association may adopt.

ARTICLE XV - AMENDMENTS

These By-laws may be amended at any regular or special meeting of the Association by a two-thirds (2/3) vote of the members present and voting at such a meeting, provided that all members shall have been notified in writing of the proposed amendment not less than ten (10) days prior to such meeting.