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Bylaws – Article VII, Article VIII, Article IX, Article X – Officers of the CVMA

ARTICLE VII, ARTICLE VIII, ARTICLE IX, ARTICLE X

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

ARTICLE VII

Officers of the California Veterinary Medical Association

Section 1

The officers of the Association shall be a President, a President-Elect, and a Secretary-Treasurer. Each officer shall hold office for one (1) year following installation, or until a successor has been installed.

Section 2

The officers shall constitute the Corporation Officials of the Association and as such shall be charged with the duty of complying with the laws of the United States and the State of California that govern corporations.

Section 3

There shall be an Executive Director employed by the Board of Governors. The duties of the Executive Director shall be such as are delegated by the Board of Governors and shall be such duties normally pertaining to such an office. The Executive Director need not be a member of the Association.

Section 4

A Parliamentarian and Alternate Parliamentarian shall be appointed annually by the Board of Governors.

ARTICLE VIII

President

Section 1 Summary

The CVMA President shall be the chief executive officer of the Association, and shall serve as Chair of both the Board of Governors and the Executive Committee. The President shall also serve as an ex-officio member of all committees. The President shall make all required appointments to standing and special committees, and recommend tasks to the committees for approval by the Board of Governors.

The President shall exercise personal leadership in the motivation of other officers, Governors, committee members and the membership to achieve the goals and objectives of the Association. The President acts as chief spokesperson and inspirational leader, and takes an important role in evaluating organizational performance and effectiveness. The President shall work in partnership with the Executive Director to ensure that organizational goals are achieved.

Section 2 Duties, Responsibilities and Authority

The President presides at all meetings of the Board of Governors and Executive Committee.
The President, in cooperation with the Executive Director, ensures that the Board of Governors is kept fully informed on the condition and operations of the Association.
The President ensures that basic policies and programs that will further the goals and objectives of the Association are planned, formulated and presented to the Board of Governors.
The President appoints the chairs and members of all Association committees and task forces, proposes the annual committee charges to the Board of Governors, and monitors progress.
The President supports and defends the policies and programs that are adopted by the Board of Governors and the Executive Committee.
The President promotes interest and active participation in the Association on the part of the membership, and reports activities of the Board and the Association to members by means of letters, publications, and speeches. The President attends meetings of constituent associations as invited, to disseminate information about the Association and receive input from the Association’s membership.
The President acts as spokesperson for the Association to the press, the public, legislative bodies, and related organizations, in cooperation with the Executive Director.
The President in cooperation with the Treasurer, the Executive Director and the Association’s financial staff, ensures that the finances of the Association are maintained within the budget approved by the Board of Governors.
The President ensures that the Association is well represented to outside persons and groups either by serving as the Association’s representative or by designating an appropriate representative from the membership or the staff.
The President shall make the necessary appointments to fill any vacancies occurring among the non-elective offices, the Executive Director, and the Treasurer, in accordance with the Bylaws. All such appointments shall be subject to the approval of the Board of Governors.
The President calls special meetings of the Board of Governors whenever the President may deem it necessary and also calls such special meetings upon written request of four (4) members of the Board of Governors.
The President may appoint a Sergeant-at-Arms.
The President shall instruct the Executive Director to notify by mail or electronic transmission all members of the Board of Governors at least five (5) days in advance of the time and place of any meeting of the Board of Governors.
The President serves as an ex-officio member of all committees.
The term of office of the President shall commence upon installation at the Annual Meeting at the Board of Governors.

Section 3 Relationships

The President is responsible to the Board of Governors and the membership for seeing that the programs and policies of the Association reflect the needs and aspirations of the membership.
The President directs and supervises the Executive Director on all matters pertaining to Association policies, programs and finances, as directed by the Board of Governors.

ARTICLE IX

President-Elect

Section 1 Summary

The President-Elect shall assume the office of President following their term as President-Elect. The President-Elect also performs the duties of the President in the event of the President’s absence or inability to serve.

Section 2 Duties, Responsibilities and Authority

The President-Elect performs the duties of the President in the event of the President’s absence or inability to serve or to conduct the affairs of the Association.
The President-Elect serves as a member of the Executive Committee, the Finance Committee, and the Investment Committee.
The President-Elect, in concert with the President and the Executive Director, acts as a representative of the Association at meetings with outside persons or groups.
The President-Elect assists the President in informing the membership about activities of the Association and the Board of Governors by attending meetings of constituent associations as appropriate.
The President-Elect attends meetings of the Association’s committees to become fully informed about the activities of these committees.
The President-Elect succeeds the outgoing President of the Association and assumes the duties of that office for a term of no less than one year.
The term of office of the President-Elect shall commence upon installation at the Annual Meeting of the Board of Governors at which the President-Elect is elected, and the President-Elect shall hold office for one year or until they assume the office of President.

Section 3 Relationships

The President-Elect assumes responsibilities delegated by the President in accordance the goals, objectives and policies of the Association.
The President-Elect consults with the Executive Director to become fully informed regarding policies, ongoing programs, committee activities, and other aspects of Association operations.

ARTICLE X

Secretary-Treasurer

Section 1 Summary

The Secretary-Treasurer (hereinafter, “Treasurer”[1]) shall oversee the management of the funds of the Association, ensuring (a) that proper records are maintained of the Association’s financial reserves, and that those reserves are invested in accordance with the policies of the Association, (b) that an annual budget is prepared and submitted to the Board of Governors, (c) that the Association retains competent accounting and auditing professionals, and (d) that an annual audit or review of the Association’s financial condition is conducted.[2]

[1] The Treasurer shall satisfy the requirements of Corporations Code section 5213(a) for the position of “treasurer” and “secretary.”

[2] A review shall be conducted in lieu of an audit only in situations in which an audit is deemed by the Treasurer, in consultation with the Board of Governors, to be infeasible. (As an example, in 2020, the Association held a review rather than an audit in order to observe safety protocols attending to the COVID-19 pandemic.)

Section 2 Duties, Responsibilities and Authority

The Treasurer serves as Chair of the Finance Committee, and ensures that the committee meets at least once per year to review the proposed annual budget for the following year and make recommendations to the Board of Governors regarding the budget and other financial matters.
The Treasurer ensures that the Board of Governors is properly informed regarding the Association’s finances.In cooperation with the Executive Director, the Treasurer shall submit at least quarterly financial reports to the Board of Governors for approval.
The Treasurer reviews and approves monthly financial statements to monitor the Association’s financial condition in relation to the budget.
The Treasurer advises the Executive Director regarding placement of Association assets in various accounts, and ensures that proper records are kept of all accounts.
The Treasurer is fully informed regarding financial procedures that are followed by the Association’s staff, and ensures that proper controls are maintained as recommended by the Association’s auditors, in cooperation with the Executive Director.
The Treasurer is a signatory of all of the accounts of the Association.
The Treasurer acts as Secretary of the Association, signing any documents required by state or federal law for the Association’s operation.
The Treasurer shall be bonded with a reputable company in an amount designated by the Board of Governors.The premium of such bond shall be paid by the Association.

Section 3 Relationships

The Treasurer is responsible to the Board of Governors to implement the financial policies of the Association as established by the Board, and to provide such financial information as is requested by the Board.
The Treasurer advises and consults with the Executive Director regarding financial management of the Association.