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Bylaws & Constitution

THE CONSTITUTION OF THE CALIFORNIA VETERINARY MEDICAL ASSOCIATION

(As Approved – December 2022 Board of Governors Vote)

Preamble

We, the members of the veterinary profession of California, do hereby establish this Constitution of the California Veterinary Medical Association.

ARTICLE I

Name

This Association shall be incorporated and known as the California Veterinary Medical Association.   This Association shall remain a nonprofit organization, hereinafter referred to as “the Association”.

ARTICLE II

Mission Statement

The Association is committed to serving our membership and community through innovative leadership and to improving animal and human health in an ethically and socially responsible manner.

ARTICLE III

Officers and Election

The Board of Directors of the Association (hereinafter referred to as the “Board of Governors”), the Delegates and Alternate Delegates to the House of Delegates of the Association, and their authorized number, duties, and qualifications shall be set forth in the Bylaws of the Association.

ARTICLE IV

Board of Governors

Section 1

There shall be a governing body known as the Board of Governors of the California Veterinary Medical Association[1]which shall be composed of duly elected representatives from (a) designated Association geographic districts throughout the State of California, and (b) At-Large representatives as provided for in the Association’s Bylaws.  The duties of the Board of Governors are those specified in the Bylaws.  Meetings of the Board of Governors are chaired by the Association’s President, who shall be elected by the members of the Board of Governors in conformity with the procedures specified in the Bylaws.

 

[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.

 

Section 2

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

 

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, standing committees, or special committees.

ARTICLE V

House of Delegates

Section 1
There shall be an advisory body known as the House of Delegates of the Association which shall be composed of delegates from officially designated constituent associations.  The number, selection, tenure, voting power, duties, and authority of the members of the House of Delegates shall be described in the Bylaws.  The House of Delegates shall elect a Chair from among its members to chair its meetings.

ARTICLE VI

Constituent Associations

Section 1

A constituent association shall be any organized veterinary medical association or group officially designated by the Board of Governors, as defined by the Bylaws.

ARTICLE VII

Amendments

The Board of Governors may amend this Constitution in conformance with the California Nonprofit Corporation Law at any of its recognized meetings upon the affirmative vote of at least twelve (12) Governors, provided that the amendment or amendments shall have been:

 

A.    Presented to the Board of Governors in writing and introduced at the preceding meeting of the Board of Governors.

 

B.    Published in an Official Publication of the Association or mailed or electronically transmitted to each member of the Association not less than sixty (60) days prior to a recognized meeting of the Board of Governors at which final action is to be taken.

 

C.    If a petition in opposition to the proposed amendment, signed by at least ten (10) Active Members of the Association, is filed at least five (5) days prior to the meeting of the Board of Governors at which final action is to be taken, the Association President shall convene a special meeting of the Board open to all members of the Association.

 

  1. At this meeting the Board shall receive the testimony of all persons eligible to speak in opposition to, or in favor of, the proposed amendment.
  2. At the conclusion of this meeting, and in the absence of a material change in the proposed amendment, the Board shall vote upon the proposed amendment and if at least twelve (12) members of the Board cast affirmative votes, the Constitution shall then be so amended.
  3. If at the conclusion of the meeting, a material change in the proposed amendment has been made, the Board shall publish such revised version of the proposed amendment in an Official Publication of the Association or, in the absence of such publication, mail or electronically transmit same to each member of the Association not less than sixty (60) days prior to the next regular meeting of the Board of Governors.
  4. A petition in opposition, as set forth above, to a revised version of the proposed amendment shall be entertained by the Board of Governors only if the Board, in the exercise of its discretion, determines that the circumstances so warrant.
  5. At the meeting the Board of Governors shall vote upon the revised version of the proposed amendment, and if at least twelve (12) members of the Board cast affirmative votes, the Constitution shall then be so amended.

 

D.   This Constitution and the Bylaws of the Association shall be governed by the California Nonprofit Corporation Law where applicable and, should any provisions of the Constitution or the Bylaws of the Association be in conflict therewith, the California Nonprofit Corporation Law shall apply.

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