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Bylaws – Article III – Board of Directors

ARTICLE III

(CVMA Bylaws – Current to January 2022)
(Proposed/to be adopted in April 2022) 

Section 1

The governing body of the Association is the Board of Directors, which shall be referred to herein for purposes of continuity as the “Board of Governors.”[1]

 

The Board of Governors shall be composed of eleven (11) duly elected representatives from designated geographic Association districts and five (5) At-Large Members (one of whom must be a Registered Veterinary Technician) from throughout the State of California as provided in these Bylaws.

 

By commonly referring to itself as the “Board of Governors,” the rights, duties, obligations, liabilities and powers of said Board shall be those as are set forth in the California Nonprofit Corporations law as applied to the Board of Directors.

Section 2

The Board of Governors shall conduct all business of the Association except as otherwise provided for by the Constitution or Bylaws.

Section 3

The Board of Governors has final authority over all matters presented to or within the jurisdiction of the Association except as provided in Article V, Section 5 of the Bylaws.  However, nothing herein stated shall prohibit the Board of Governors from consulting with or deferring to the recommendations of the House of Delegates, the standing committees, or special committees of the Association.

Section 4

Each member of the Board of Governors shall have one (1) vote.

Section 5

Eleven (11) members of the Board of Governors shall constitute a quorum for the transaction of business. Except as otherwise specified herein, motions presented to the Board of Governors shall be carried upon the affirmative vote of a simple majority of those constituting a quorum. In cases of a tie vote, the tiebreaking vote shall be cast by the Association’s Treasurer.

Section 6

All meetings of the Board of Governors shall be conducted as specified in Robert’s Rules of Order, latest edition, with the exception that the Chair shall have the right to vote.

Section 7

The Chair of the Board of Governors shall be the President of the Association.

Section 8

An Executive Committee of the Board of Governors consisting of the President, the President-Elect, and one member of the Board (Member-At-Large) elected by the Board, shall be empowered to act in the name of the Board on matters of Association business which require action before the next Board meeting.

 

[1] “Board of Governors” is the name hereby given to the Association’s Board of Directors, which the Association maintains in compliance with Corporations Code section 5210.