Section 1: Name
The name of this organization shall be Veterinary Emergency and Critical Care Society; hereto after referred to as the “Society” or “VECCS.”
Section 2: Incorporation
The Society is incorporated under the laws of the State of Texas 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.
Section 3: Seal and Logo
The Society may adopt a seal. A logo shall contain the words “Veterinary Emergency and Critical Care Society” or the acronym VECCS.
The purpose of the Society is to promote the advancement of knowledge and high standards of practice in veterinary emergency and critical care. Toward this purpose, the Society will:
Section 1: Membership Application:
Individuals seeking membership in the Society will complete a membership application provided by the Society’s administrative office. The application should be submitted with dues payment to the VECCS administrative office or submitted via the VECCS online membership process. VECCS administrative staff will review applications and dues payments and send welcome notifications to new members.
Section 2: Membership Categories
Active
Active members shall be veterinarians, veterinary technicians, veterinary nurses, veterinary practice managers, veterinary students, physicians, nurses, scientists and other persons who are interested in the advancement of veterinary emergency and critical care and who express an interest in the goals of the Society.
Honorary
Honorary members shall be individuals who, in the opinion of the majority of the Board of Directors hereto after referred to as the “Board”, have made outstanding contributions to the field of veterinary emergency and critical care. The Board shall determine the process by which honorary members are awarded such distinction. Honorary members shall not be required to pay dues and will not have the right to vote.
Retired
Retired Membership status may be granted to a member upon written application to the Society and subsequent Board approval. To qualify for consideration, the Society member must have been a member of the Society for a minimum of ten consecutive years preceding the application and be fully retired from the profession of veterinary medicine. Retired Members shall have all rights and privileges of active membership except that of holding any elected office.
Section 3: Agreement
Acceptance of membership in the Society will constitute an agreement by the member to comply with the bylaws of the organization, and to recognize the Board 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 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.
Section 4: Termination of Membership
Membership in the Society may terminate by voluntary resignation or as otherwise provided in these bylaws. The Board, by a majority vote, may terminate the membership of any member who becomes ineligible for membership. Any Member may be suspended or expelled from Membership for the violation of these bylaws or any rule or policy properly adopted by the Society or its Board of Directors. Such suspension or expulsion requires a two-thirds vote of the entire membership of the Board of Directors, provided that a statement of the charges has been mailed by certified mail to the last recorded address of the Member at least thirty (30) days before final action is taken thereon and notice of the time and place of the meeting of the Board of Directors at which such vote will be taken and at which the charges will be considered. The Member in question may appear in person or by its representative and present any defense to such charges as it may deem fit before action is taken thereon. Such meeting may be conducted by remote communications so long as each person participating in the meeting is able to communicate with all other persons participating in the meeting. The Society will implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified and shall keep a record of any vote or other action taken. The Board of Directors may terminate Individual Membership if in the sole opinion of the Board of Directors the Individual Member is not supportive of the goals and objectives of this Association. Termination of membership, for whatever reason, shall not relieve the member of its obligations for dues, assessments or other charges accrued and unpaid. Upon such termination all rights, privileges and interest of Society membership shall cease.
Section 1: Dues required
Active members will pay annual dues in the amount determined by the Board. Dues will be assessed on an annual basis and cover 12 months. Membership will be active at the time dues for that year are received by the Society administrative office. Membership will be for set for 12 consecutive months from time of payment as determined by the Board. Past-Presidents following retirement from the Board and Zaslow award recipients are exempt from payment of dues. Retired members shall pay a reduced amount of the annual dues for active members as set by the Board.
Section 2: Failure to Pay Financial Obligations
A member is considered delinquent in payment of dues 30 days following the due date of their membership renewal (anniversary) date. Members will forfeit their membership, will not exercise a vote or hold office, will not be listed in the membership directory and not receive or be eligible for any member benefits. In such cases, the individual can re-establish membership by submitting the current membership application and paying appropriate fees for the category of membership.
Section 3: Notification
Notification of dues for the membership year will be issued to the members by the VECCS administrative office one month in advance of the due date.
Section 1: General Membership Meetings
The Society shall meet annually for the purpose of conducting and reviewing the business of the Society (Annual Business Meeting). 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 Robert’s Rules of Order when applicable and consistent with the bylaws and policies of the Society. A parliamentarian may be appointed by the President. Minutes of the general membership meetings will be published and made available to the members. Additional meetings of the Society shall be held if requested by the Board.
Section 2: Eligibility to Vote
Active and retired 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 who are eligible to vote that are present in real time (physically or virtually) at the meeting.
Section 4: Ballots
Mail or electronic ballots may be utilized when deemed necessary by the Board. Members will be notified at least 15 days in advance of the intent to conduct an election or an official vote. To conduct a mail or electronic ballot, at least 15 days will be given for tabulation of the votes from 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; instructions for returning electronic ballots will be made clear to all members.
Section 1: Elected Officers
The elected officers of the Society shall include Immediate Past-President, President, President-Elect, Recording Secretary, and Treasurer. Only active members may be elected.
Section 2: Appointed officers
The appointed officers of the Society shall include 2 Members-at-Large. These officers will be nominated by the President after solicitation from the membership and approved by the Board. Only active members may be appointed. Their appointment to office shall run opposite the biennial cycle of the elected officers.
Section 3: Term of Office
The term of office for all officers is two years. A member can serve no more than three consecutive terms in an individual office as either a Member-at-Large, Recording Secretary, or Treasurer. Duties shall begin immediately upon conclusion of the Annual Business Meeting that follows election of officers. No individual may serve for more than a maximum of 12 consecutive years in office unless approved by the Board.
Section 4: Vacancies
If an officer other than the President is unable to complete their term, the President, with Board approval, shall appoint a replacement to complete the unexpired term. If the President is unable to complete their term, the President-Elect will assume the duties of the President for the duration of the unexpired term.
Section 5: Election
Election of officers shall take place biennially by mail or electronic ballot prior to the Annual Business Meeting of the Society. A slate of officers shall be presented by the nominating committee to the Board for approval no less than 30 days prior to balloting. The Board will provide the membership with a final slate of candidates recommended by the nominating committee no less than 15 days prior to the election. A plurality of the votes cast shall be necessary to elect.
Section 1: President
The President shall preside over all meetings of the Society and the Board. The President shall direct the administration of Society business according to the bylaws and the policies set forth by the Board. The President will also serve as spokesperson for the Society, call special meetings of the Board when necessary, and perform all other duties that parliamentary practice and usage may require of the office.
Section 2: President-Elect
The President-Elect shall perform the duties of the President when the President is unable to be present or perform their duties. The President-Elect shall also oversee committee chairpersons and ensure their written reports are submitted in a timely manner for the Annual Business Meeting of the Society.
Section 3: Recording Secretary
The Recording Secretary shall record minutes at all meetings of the Board and the Annual Business Meeting.
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 other times as required by the Board.
Section 1: Duties and Responsibilities
The management and control of the business and policies pertaining to the Society shall be vested in the Board in coordination with the Chief Executive Officer (CEO). The Board shall have fiduciary responsibility, oversight, and accountability for the Society. The Board shall comply with the confidentiality policy set forth herein. Service on the Board carries the expectation and responsibility for participation in meetings and engagement in Board activity. Failure to meet these obligations may result in disciplinary action up to and including dismissal from the Board as outlined in Board policies and procedures. Each Board member shall ensure a smooth and timely transition for their successor. Duties include, but are not limited to, the following:
Section 2: Composition
The Board will consist of the President, Immediate Past-President, President-Elect, Recording Secretary, Treasurer and three Members-at-Large. At least one member of the Board shall be a veterinary technician, nurse or assistant. Representatives of affiliated organizations may serve as ex-officio (non-voting) members with approval of the Board.
Section 3: Meetings
The Board shall meet as needed throughout the year to conduct the business of the Society. Meetings may be called at any time by the President and must be called by the President following written request of at least four members of the Board. The time, place and purpose of any meeting shall be provided to each current Board member. Each Board member will be notified at their contact location specified in the official records of the Society. Routine or emergency meetings may be held by teleconference, electronic communication or other means as necessary. The current edition of Robert’s Rules of Order shall be the guide for the conduct of business meetings when not addressed by these bylaws.
Members with business for the Board should contact the President or Chief Executive Officer in writing with their request to address the Board or submit agenda item(s). Such request shall be made no less than seven (7) days prior to the scheduled meeting. Approved 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 shall constitute a quorum for the transaction of any business which may come before the Board.
Section 5: Removal
The Board of Directors may, by the affirmative vote of two-thirds (⅔) of its members, remove any director with or without cause after a meeting called for the purpose of considering such removal and after giving the Director an opportunity to be heard. If a Director misses three (3) consecutive Board of Directors meetings, removal of the Director will be automatic and immediate unless prior notice has been provided to the President or Chief Executive Officer and absence is excused. Notification of removal shall be provided to the Director from the VECCS staff by certified mail.
Section 6: Vacancies
Any member appointed to fill a vacancy shall hold the office until the expiration of the term in which the vacancy occurred.
Section 1: Designation of Committees
The Society shall have scientific and advisory committees designated or dissolved by the President with Board approval. A list of standing committees and committee members will be maintained and available to members of the Society.
Section 2: Appointment
Unless otherwise stated, the chair for each committee will be appointed or removed by the President with Board approval. Committee members will be appointed or removed by the committee chair and approved by the President. Unless otherwise stated, the term of office for committee chairs shall be two years and may be reappointed by the President with approval of the Board. Committee members will be appointed for a term of 2 years and may be reappointed by the committee chair for no more than 3 consecutive terms unless approved by the committee chair and Board.
Section 3: Vacancies
If a committee chair is unable to fulfill their term, a replacement shall be appointed by the President with Board approval to fulfill the unexpired term. If a committee member is unable to fulfill their term, a replacement shall be appointed by the chair with approval by President to fulfill the unexpired term.
Section 4: Ad Hoc Scientific and Advisory Committees
Ad Hoc Scientific and Advisory Committees may be designated if needed by the Board. Each chair will report to the Board as directed by the President. The President will appoint the committee chair(s). The chair(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.
Section 5: Executive Committee
The Executive Committee will be comprised of the CEO, President, Past-President, and President-Elect. It will act in decision making of urgent matters that occur in between Board meetings, can make emergency decisions without the direct discussion or approval of the Board; however, it has the responsibility to report to the Board at the time of the next scheduled meeting. The Executive Committee cannot amend bylaws, elect or remove board members, hire or fire the CEO, approve or change the budget, or make major structural decisions without the consent of the Board. A quorum of this committee would be three members.
Section 6: Charitable Giving Committee
The Charitable Giving Committee Chair is appointed by the President of the Board of Directors in accordance with these Bylaws. The duties of the Charitable Giving Committee are to research, develop and assist in implementing giving opportunities that align with the mission and purpose of the Society. The Charitable Giving Committee will present such giving opportunities to the Board of Directors for final approval and execution.
Section 1: Contracts
The Board may authorize any officer(s), agent(s) of the Society, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society. Such authority may be general or confined to specific instances.
Section 2: Books and Records
The Society shall keep correct and complete books and records of account; minutes of the proceedings of its members, Board, committees; and a record giving the names and addresses, both post office and electronic, of all members at the registered or principal office of the Society. Any voting member shall have the right to examine, in person or by agent, at any reasonable time or times, the Society’s books and records of account and minutes, and to make extracts, but only for a proper purpose. In order to exercise this right, a voting member must make a written demand upon the Society, stating with particularity the records sought to be examined and the purpose, therefore. If the Society refuses examination, the voting member may file suit in the circuit court of the country in which either the registered agent or principal office of the Society is located to compel by mandamus or otherwise such examination as may be proper. If a voting member seeks to examine books or records of account, the burden of proof is upon the voting member to establish a proper purpose. If the purpose is to examine minutes, the burden of proof is upon the Board to establish that the voting member does not have a proper purpose.
Section 3: Use of Funds and Dissolution
The Society shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation. Upon dissolution of the Society, any funds remaining after payment of all debts and liabilities shall be distributed in the manner specified in the Articles of Incorporation of the Society.
Section 4: Writing
Actions required to be “written” or “in writing,” or to have written approval of members, the Board, or committee members shall include any communication transmitted or received by electronic means or by any other technology permitted by law and not prohibited in the Articles of Incorporation or by policy or procedure of the Board. A requirement for a signature shall be satisfied by any means recognized by law, e.g., electronic signature, unless prohibited by policy or procedure of the Board.
Section 5: Chief Executive Officer
The Society shall employ or retain a person or firm to administer, manage and direct all functions and activities of the Society. They shall have the title of Chief Executive Officer (CEO), shall serve as the chief operating officer of the Association, shall have authority to execute contracts on behalf of the Association, and may act as Secretary of the Association. The CEO shall be responsible to the President and to the Board and perform such duties as may be assigned to them from time to time by the Board.
Section 6: Financial Advice
Financial professionals or firms shall be retained by the Society to provide advice and consult the Board on financial matters as requested.
Section 7: Legal Counsel
The Society shall retain Legal Counsel for the Society upon such terms and conditions as the Board shall deem advisable. Legal counsel shall be kept fully advised of and consulted with respect to Society and committee activities and shall attend meetings of the Society and its Board as necessary.
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 or electronic ballot. Written or electronic notice of the proposed changes must be sent to the entire membership at least 15 days before the voting proceeds.
