Veterinary Emergency and Critical Care Society – Constitution and Bylaws

CONSTITUTION

Article I

Organization

Section 1: Name The name of this organization shall be Veterinary Emergency and Critical Care Society; heretoafter referred to as the "Society".

Section 2: Incorporation The Society is incorporated under the laws of the State of Washington as a non-profit corporation. The Society is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Society 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. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Society shall not carry on any other activities not permitted to be carried on (a) by an organization corresponding section of any future federal income tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 3: Dissolution If dissolution of the Society should occur, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or the state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. The net assets are to be equally divided among the Colleges of Veterinary Medicine in North America which, at the time of dissolution of the Society, are accredited by the American Veterinary Medical Association. These assets are to be used to foster and encourage education, research and scientific progress in veterinary emergency and critical care.

Section 4: Seal The seal shall contain the words "Veterinary Emergency and Critical Care Society - Founded in 1974". A logo shall contain the words "Veterinary Emergency and Critical Care Society" or the acronym VECCS.

Article II

Purpose The purpose of this society is to promote the advancement of knowledge and high standards of practice in veterinary emergency medicine and critical patient care. Toward this purpose, the Society will: 1. associate and affiliate into one organization doctors of veterinary medicine, veterinary technicians, veterinary students, and other individuals engaged in the practice of, or who have special interest in the field of veterinary emergency and critical patient care; 2. establish and promote uniform standards and guidelines for the practice of veterinary emergency and critical patient care; 3. foster and encourage education, research and scientific progress in veterinary emergency and critical patient care; 4. disseminate information pertinent to veterinary emergency and critical care to all interested groups and organizations.

BYLAWS

Article I

Membership

Individuals seeking membership in the Society will complete an application form approved by the Board of Directors. The application should be sent with dues payment to the Executive Secretary. Membership categories are as follows:

Section 1: Active Active members shall be veterinarians, veterinary technicians, veterinary students, physicians, nurses, scientists and other persons who are interested in the advancement of veterinary emergency and critical patient care and who express an interest in the goals of the Society by actively participating in its affairs.

Section 2: Honorary Honorary members shall be individuals who, in the opinion of the majority of the Active members, have made outstanding contributions to veterinary emergency and critical patient care. The Board of Directors shall determine the process by which honorary members are awarded such distinction. Honorary members shall not be required to pay dues.

Section 3: Agreement Acceptance of membership in the Society will constitute an agreement by the member to comply with the Constitution and Bylaws of the organization, and to recognize the Board of Directors as the sole judges of the right to remain a member, subject to appeal to the general membership. Any member, after due inquiry by the Board of Directors or delegate thereof, judged guilty of misconduct in any professional respect, or found to act in violation of these Bylaws or rule propounded thereunder, will be liable to censure, suspension or removal from membership, to be determined by majority vote of the Board of Directors.

Article II

Dues

Section 1: Dues required Active members will pay annual dues and the amount will be determined by the Board of Directors. Dues will be assessed on January 1 of each year and will cover membership through December 31 of the current year. A member delinquent in payment of dues by March 1 will forfeit his/her membership, will not exercise a vote or hold office, and will not be listed in the Membership Directory. In such cases, the individual can re-establish membership by applying to the Executive Secretary as a new member. Past-Presidents are exempt from payment of dues following retirement from the Board of Directors.

Section 2: Notification Notification of dues for the new year will be issued to the members by Executive Secretary on or about December 1 and are due by January 1st. Article III Officers Section 1: Elected Officers The elected officers of the Society shall include President, President-Elect, Recorder, and Treasurer. Only Active members may be elected. A member can serve no more than three consecutive terms as recorder or three consecutive terms as treasurer.

Section 2: Term of Office The term of office is two years, and the duties shall begin immediately upon conclusion of the Annual Business Meeting that follows election of officers.

Section 3: Vacancies If an officer is unable to complete his/her term, the President shall appoint a replacement to complete the unexpired term. The appointment must be approved by the Board of Directors. If the President is unable to complete his/her term, the President-Elect will assume the duties of the president for the duration of the unexpired term.

Section 4: Election Election of Officers shall take place biennially by mail ballot prior to the Annual Business Meeting of the Society. The Board will provide the membership with an approved slate of candidates recommended by the Nominating Committee. A slate of officers shall be presented by the Nominating Committee to the Board for approval prior to balloting. A simple majority of the votes cast shall be necessary to elect.

Article IV

Duties of Officers

Section 1: President The President shall preside over all meetings of the Society and the Board of Directors and direct the administration of the affairs of the organization according to the Bylaws and the policies enunciated by the Board of Directors. The President will also serve as spokesperson for the Society, call special meetings of the Board of Directors when necessary, and perform all other duties that custom, parliamentary practice and usage may require of the office.

Section 2: President-Elect The President-Elect shall temporarily perform the duties of the President when the President is unable to be present or perform his/her duties. The President-Elect shall also oversee committee chairpersons and ensure their yearly written reports to the Annual Business Meeting. The President-Elect will be nominated by the Nominating Committee for President as the term of office is completed.

Section 3: Recorder The Recorder shall keep minutes and records of all meetings of the Society and Board of Directors and maintain archival copies of all publications, documents, and other records of the Society.

Section 4: Treasurer The Treasurer shall provide oversight and coordinate all financial affairs of the Society. The Treasurer will present a report of the financial status of the Society at each Annual Business Meeting of the Society and at such other times as required by the Board of Directors.

Article V

Board of Directors

Section 1: Duties and Responsibilities The management and control of the business and policies pertaining to the Society shall be vested in the Board of Directors. These will include, but are not limited to, the following:

  1. directing the policy and fiscal matters of the Society;
  2. planning continuing education programs;
  3. providing guidance to committees and members of the Society;
  4. acting as liaison among organizations directly or indirectly related to the disciplines of emergency and critical patient care;
  5. conducting the Annual Business Meeting;
  6. ratifying committees and committee members;
  7. determining the time and place of all meetings.

Section 2: Composition The Board of Directors of the Society will consist of the four elected officers (President, President-Elect, Recorder and Treasurer), the Immediate Past-President, and two Members-at-Large. The Members-At-Large shall be appointed by the President and approved by the Board of Directors. Their term of office shall be for two years and run concurrently with the terms of the elected officers. A member-at-large cannot serve more than three consecutive terms in that position. At least one member of the Board shall be a veterinary technician. Any member appointed to fill a vacancy shall hold the office until the expiration of the term in which the vacancy occurred. Representatives of affiliated organizations may serve as ex-officio members with approval of the Board of Directors. The Past-Presidents of the Society will serve in an advisory capacity to the Board of Directors.

Section 3: Meetings The Board of Directors shall meet annually just prior to the time and at the designated location of the Annual Business Meeting of the Society, or as needed to conduct the business of the Society. Meetings may be called at any time by the President or must be called by the President following written request of not less than four (4) members of the Board of Directors. Not less than fourteen (14) days notice of the time, place and purpose of any meeting shall be addressed to each current Board member, at his/her residence or place of business as it shall appear in the official records of the Society. The notification requirement may be waived in emergency circumstances with approval of two-thirds of the Board members. Emergency meetings may be held by teleconference, electronic communication or other means if necessary. Members with business for the Board should submit written request to the President to address the Board. Approved unabridged minutes of meetings will be maintained and made available to the Society members upon written request.

Section 4: Quorum Four (4) members of the Board of Directors present in person shall constitute a quorum for the transaction of any business which may come before the meeting. The current edition of Robert's Rules of Order shall be the guide for the conduct of business meetings.

Section 5: Executive Secretary An Executive Secretary will be retained by the Board of Directors to carry out the policies and business of the Society. The term of the appointment and specific duties will be determined by the Board of Directors. The Executive Secretary serves as an ex-officio member of the Board.

Section 6: Financial Manager A Financial Manager will be retained by the Board of Directors to work with the Treasurer to set proposed budgets and expenditures. The Financial Manager shall maintain the financial records of the Society, be the custodian of all assets of the Society and coordinate payment of the expenditures of the Society as directed by the President or the Board of Directors. The Financial Manager shall also maintain a file of all vouchers and invoices accompanying expenses for a period of not less than five years, deposit all monies in the name of the Society in a federally insured bank approved by the Board of Directors, and turn over all funds, properties, and records to his/her successor. The Financial Manager will administer the budget approved by the Board of Directors. The term of appointment and other specific duties will be determined by the Board. The Financial Manager serves as an ex-officio member of the Board.

Article VI

Committees

Section 1: Designation of Committees The Society shall have the following standing committees: Program [Chair + 4], Symposium Committee, Informatics [Journal editor +2, Executive Secretary (ex-officio)], Research (Past-President +6), Nominating (President-Elect +2), and Finance [Treasurer, Past President +1, Financial Manager (ex-officio)]. Ad hoc scientific and advisory committees may be designated or dissolved by the President as deemed necessary.

Section 2: Appointment Committee members will be appointed by the President from the membership. Unless otherwise stated, the chairperson for each committee will be appointed by the President with the Board's approval. A committee member may be appointed to the same committee for not more than two consecutive terms. Unless otherwise stated, the term of office shall be two years.

Section 3: Vacancies If a committee member is unable to fulfill his/her term, a replacement shall be appointed by the President to fulfill the unexpired term.

Section 4: Program Committee The President will appoint or reappoint the chairperson every two years. Four additional committee members will be appointed by the chairperson with approval of the President. The committee will plan and conduct the scientific program at the Annual Meeting and coordinate the continuing education programs of the Society. Programs at other meetings which are sponsored by the Society shall be coordinated through this committee.

Section 5: Research Committee The Research Committee shall consist of the Chair and six additional members of the Society. The Immediate Past-President will serve as Chair. Additional committee members will be appointed by the Chair with approval of the President. The committee is responsible for administration of the Society's research grant program and other research related activities as deemed appropriate by the Board.

Section 6: Informatics Committee The President will appoint or reappoint the Chair every two years. Two Committee members, in the addition to the Journal Editor, will be appointed by the Chair with approval of the President. The Executive Secretary will serve as an ex-officio member. The Committee will administer the Journal of the Society and plan other informatic-related activities. The official Journal of the Society shall be entitled Journal of Veterinary Emergency and Critical Care. It shall be a scientific and educational publication, inviting hospitalal and research papers which contribute to the knowledge of veterinary emergency and critical care. The Journal will be published on a regular basis. The contents may include:

  1. Scientific articles
  2. Hospitalal reports
  3. Editorials
  4. Reviews
  5. Abstracts of the annual meetings
  6. Brief communications
  7. Letters to the editors
  8. Advertisement and news items

The Editor of the Journal will be recommended by the President of the American College Veterinary Emergency and Critical Care and approved by the Board. He/she will select the necessary Editorial Board members from the membership of the Society and/or College. Each scientific article or hospitalal report will be peer-reviewed for publication by at least two unbiased reviewers selected by the Journal Editor. The purpose of the review process is to ensure the scientific quality of the manuscript with regard to the methods and materials used and the author's interpretation of the results. Manuscripts shall not be rejected for reasons of personal differences of opinion.

Section 7: Nominating Committee The Nominating Committee shall consist of three (3) members. The Chairperson shall be the President-Elect. The Chairperson shall appoint with the approval of the President two (2) additional members from the membership. The term of office of the Nominating Committee shall expire at the conclusion of the election. A slate of officer candidates shall be presented by the Nominating Committee to the Board for approval prior to balloting. Recommendations for nominations will be solicited from membership by the Nominating Committee.

Section 8: Finance Committee The Finance Committee shall consist of three (3) members and the Financial Manager will be an ex-officio member of the Committee. The Treasurer shall serve as Chairperson, and the Past-President will be a member. A remaining member shall be appointed by the Chair with the approval of the President. This Committee shall prepare an annual budget for the Society and make recommendations on fiscal matters to the Board of Directors.

Section 9: Symposium Committee The Symposium Committee will be responsible for planning and carrying out all aspects of the Symposium. The President will appoint the chairperson. Members of the committee and various subcommittees may be appointed as needed. This committee will coordinate the presentation of the scientific program of the Symposium with the Program Committee.

Section 10: Ad Hoc Scientific and Advisory Committees Ad Hoc Scientific and Advisory Committees may be designated if needed by the Board of Directors. Each chairperson will report to the Board of Directors as directed by the President. The President will appoint the Committee Chairperson(s). The Chairperson(s) in conjunction with the President will select the Committee members. The purpose of Ad Hoc Scientific or Advisory Committees is to assist the Society in activities such as establishing guidelines in specific facets of veterinary emergency and critical care and, when called upon, to assist in planning scientific programs.

Article VII

Conduct of Business

Section 1: General Membership Meetings The Society shall meet annually at a site selected by the Board of Directors for the purpose of conducting and reviewing the business of the Society. Additional meetings of the Society shall be held if requested by the Board. Written notice to and solicitation of agenda items from all members shall precede the meeting date by at least 30 days. The President will set the meeting agenda. The conduct of all meetings of the Society shall follow the procedures set forth in the current edition of Roberts Rules of Order when applicable and consistent with the Constitution and Bylaws of the Society. A parliamentarian may be appointed by the President. Minutes of the general membership meetings will be published and distributed to the members.

Section 2: Eligibility to Vote Active members who are current in their dues are eligible to attend business meetings of the Society and vote. Honorary members will not have voting privileges.

Section 3: Quorum A quorum for meetings of the Society shall consist of those members present at the meeting who are eligible to vote.

Section 4: Mail Ballots Mail ballots may be utilized if deemed necessary by the Board. To conduct a mail ballot, the motion for approval must be sent at least 30 days prior to tabulation of the mail ballot to all members eligible to vote. The date of tabulation and address to which the ballot is to be returned shall be clearly noted on the mail ballot.

Article VIII

Amendments

These Bylaws may be amended by majority vote of the voting members present at the Annual Business Meeting, or by majority vote of the voting members responding through mail ballot. Written notice of the proposed changes must be sent to the entire membership at least 30 days before the voting procedures.

Approved 08/99