The purposes of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation as may be amended. Its objectives are to advance veterinary public health and preventive medicine through the medium of education in the United States and Canada. Those objectives are to be accomplished as follows: 1) To disseminate veterinary public health, preventive medicine, and epidemiology knowledge and experience to those individuals preparing for a career in veterinary medicine; 2) To arrange and sponsor continuing education programs for those individuals engaged in the practice of veterinary public health and preventive medicine; 3) to identify and provide expertise to those individuals or groups that request assistance in developing educational programs in the veterinary public health and preventive medicine area; 4) To recruit and maintain professional manpower in veterinary public health and preventive medicine; 5) to promote post-doctoral training programs for individual increased competence and/or specialty certification. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.
The principal office of the corporation in the State of Missouri
shall be located in the City of Columbia. The Corporation may
have such other offices within or without Missouri as may be required.
The registered office of the Corporation required under the laws
of the State of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in
the State of Missouri, and the address of the registered office
may be changed from time to time in conformity with the laws of
the State of Missouri.
A. Management. The affairs of the Corporation, including
organization, planning, meeting preparation, shall be managed,
supervised, and controlled by a self-perpetuating Board of Directors
consisting of the President, the President-Elect, the Secretary-Treasurer,
and Three (3) members, all elected by the members in a manner
specified in Section B hereof.
B. President. The President shall be the chief executive
officer of the Corporation. The President shall preside at all
meetings of the Board of Directors, shall appoint all committees,
transact all of the usual, necessary and regular business of the
Corporation as may be required and, with prior authorization of
the Board, to execute such contracts, deeds, bonds and other evidences
of indebtedness, leases and other documents as shall be required
by the Corporation; and, in general, the President shall perform
all such other duties incident to the office of President and
chief executive officer and such other duties as may from time
to time be prescribed by the Board of Directors.
C. President-Elect. The President-Elect shall act as chief
executive officer in the absence of the President and, when so
acting, shall have all the power and authority of the President.
Further, the President-Elect shall have such other and further
duties as may from time to time be assigned by the Board of Directors.
D. Secretary-Treasurer. The Secretary-Treasurer shall record
and preserve the minutes of the meetings of the Board of Directors
and all committees of the Board, shall cause notices of all meetings
of the Board of Directors and committees to be given, shall have
charge and custody of and be responsible for all funds of the
Corporation, shall deposit such funds in such bank or banks as
the Board of Directors may from time to time determine, and shall
make reports to the Board of Directors as requested by the Board,
shall see that an accounting system is maintained in such a manner
as to give a true and accurate accounting of the financial transactions
of the Corporation, that reports of such transactions are presented
promptly to the Board of Directors, that all expenditures are
made to the best possible advantage, and that all accounts payable
are presented promptly for payment, shall further perform such
other duties incident to the office and as the Board of Directors
or the President may from time to time determine.
E. Removal and Resignation. Any officer may be removed,
with or without cause, by the vote of a majority of the entire
Board of Directors at any meeting of the Board. Any officer may
resign at any time by giving written notice to the Board of Directors,
the President or the Secretary. Any such resignation shall take
effect at the time specified therein; and unless otherwise specified
therein, the acceptance of a resignation shall not be necessary
to make it effective.
F. Terms of Directors. Each director shall be elected for
a term of two (2) years at the annual membership meeting. The
President-Elect, and one member shall be elected in one year while
the Secretary-Treasurer and two members shall be elected in the
next year. The President-Elect shall succeed directly to the Presidency
for the next year without election in that year. Vacancies occurring
on the Board of Directors may be filled by the directors then
in office. Any director may succeed himself or herself indefinitely.
G. Elections. Elections shall be by mail prior to the annual
meeting. The nominating committee shall select candidates for
all available offices and submit them to the Secretary-Treasurer
in time for publication. All information regarding those candidates,
together with all other information deemed necessary or advisable
by the Board to be considered at the annual meeting, shall be
published in the Fall Newsletter for distribution to, and comment
by or vote upon, all regular members. The Newsletter shall be
the President's delegable responsibility and shall be the sole
corporate medium of communication. The Fall Newsletter shall be
mailed no less than 60days prior to such annual meeting at those
members' last known address and shall constitute the only notice
of such meeting. In the case of the election of the Board or matters
related to corporate dues, all members in good standing shall
be eligible to vote by mail and all votes must be received by
the Secretary-Treasurer no less than thirty (30) days prior to
the date of the meeting. There shall be no quorum requirement
and election shall be by a majority of votes received. In all
other cases, including the adoption of By-laws, the members shall
be entitled to comment to the Board, but the Board shall determine
the matter.
H. Meetings. The Annual Meeting of the Members and of the
Board of Directors shall be held in the month of November on a
date chosen and publicized by the Board, and all meetings of the
Board, regular or special, shall be held at the principal office
of the Corporation, or at such time and place within or without
the State of Missouri as shall be designated by the Board of Directors.
The annual meeting shall be held for the purpose of transacting
such business as may come before the meeting. Special meetings
of the Board of Directors may be called by or at the request of
the President, or in the President's absence by the President-Elect,
or by the Secretary-Treasurer.
Members of the Board of Directors, or of any committee designated
by the President, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can
hear each other, and participation in a meeting in this manner
shall constitute presence in person at the meeting. Robert's Rules
of Order shall be observed at all meetings.
Any action which is required to be or may be taken at a meeting
of the directors, or of any committee of the directors, or of
the members, may be taken without a meeting if consents in writing,
setting forth the action so taken, are signed by the members of
the Board or of the committee, or the members as case may be.
The consent shall have the same force and effect as a vote at
a meeting duly held, and may be stated as such in any certificate
or document. The Secretary shall file the consents with the minutes
of the meetings of the Board of Directors or of the committee
as the case may be.
I. Manner of Acting. The act of the majority of the Directors
present at a meeting of the Directors shall be the act of the
Board of Directors unless a greater number is required under the
Articles of Incorporation, these Bylaws or any applicable laws
of the State of Missouri.
A. The Corporation shall have members.
B. The membership shall consist of persons actively engaged in
teaching, research, or service in veterinary public health and
preventive medicine in any of the following disciplines: Biostatistics;
Comparative Medicine; Disease Control, Prevention, Eradication;
Economics; Environmental and Occupational Health; Epidemiology;
Food Hygiene and Food Safety; Herd Health; Risk analysis; Zoonoses.
C. Regular membership shall be conferred or denied by the Board
of Directors after the applicant submits the current year's dues
and the Board reviews that applicant's application submitted to
the Secretary-Treasurer. The Board shall immediately notify the
applicants of such conferral or denial.
D. The Board may also, in the Board's sole discretion, confer
Honorary Membership on individuals who have distinguished themselves
in the field of public health and preventive medicine and such
members shall not be required to pay any dues.
E. The Secretary-Treasurer may confer Institutional Membership
for those applicants not actively involved in the disciplines
set forth in subparagraph B above, but who are interested in supporting
the Corporation's mission, after receipt of the applicant's application
and the current year's dues. Such membership shall be approved
or rejected by the Board of Directors and the applicant immediately
notified.
F. The Secretary-Treasurer may confer Student Membership, for
students in a graduate or professional veterinary curriculum,
after receipt of the applicant's application and the current year's
dues. Such membership shall be approved or rejected by the Board
of Directors and the applicant immediately notified.
A. Contracts, Etc., How Executed. Except as in these
Bylaws otherwise provided or restricted, the Board of Directors
may authorize any officer or officers, agent or agents to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may
be general or confined to specific instances; and, unless so authorized,
no officer, agent or employee shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable pecuniarily for any purpose
or in any amount unless in the ordinary course of business.
B. Loans. Unless in the ordinary course of business, no
loans shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name, unless and except
as authorized by the Board of Directors. To the extent so authorized,
any officer or agent of the Corporation may effect loans and advances
at any time for the Corporation from any bank, trust company,
or other institution, or from any firm, corporation or individual,
any for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of
the Corporation, and when authorized as aforesaid, may pledge,
hypothecate or transfer any and all stocks, securities and other
personal property at any time held by the Corporation as security
for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, and to that end may endorse, assign
and deliver the same.
C. Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation with such banks,
bankers, trust companies or other depositaries as the Board of
Directors may select or as may be selected by any officer or officers,
agent or agents of the Corporation to whom such power may be delegated
from time to time by the Board of Directors.
D. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes, acceptances or other evidence
of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined from time to time by
resolution of the Board of Directors. Endorsements for deposit
to the credit of the Corporation in any of its duly authorized
depositaries may be made without countersignature, by any officer
or agent of the Corporation to whom the Board of Directors, by
resolution, shall have delegated such power.
Annual dues shall be payable yearly at the time of the annual meeting. All matters related to dues shall be proposed by the Board and submitted to the membership in the Fall Newsletter for comment. The Board shall have the authority to adopt all such provisions. The Secretary-Treasurer shall notify any members who are late in paying their dues. Members two years in arrears on such dues shall terminate that member's membership immediately.
These Bylaws may be adopted or amended solely by a majority vote of the Board of Directors after submission in the Newsletter to the membership for comment.
Each person who is or was a director or officer of the Corporation,
including the heirs, executors, administrators, or estate of such
person, shall be indemnified by the Corporation to the full extent
permitted or authorized by the laws of the State of Missouri,
as now in effect and as hereafter amended, against any liability,
judgment, fine, amount paid in settlement, costs and expenses
including attorney's fees, incurred as a result of any claim arising
in connection with such person's conduct in his or her capacity,
or in connection with his or her status, as a director or officer
of the Corporation. The indemnification provided by this bylaw
provision shall not be exclusive of any other rights to which
he or she may be entitled under any other bylaws or agreement,
vote of disinterested directors, or otherwise, and shall not limit
in any way any right that the Corporation may have to make different
or further indemnification with respect to the same of different
person or classes of persons.
Adopted November 10, 2003.
Prepared by James G. Thorne, Secretary/Treasurer AVEPM