ARTICLE I – ELECTION OF OFFICERS
Section 1
Eligibility: Only active members of the association who have completed a term on the board of directors are eligible to hold office.
Section 2
The Nominating Committee will prepare and present a slate of one or more nominees for the office of Treasurer for election by the board of directors at a meeting of the board of directors. The Nominating Committee will prepare and present a slate of two nominees for the office of Vice President for election by the general membership.
Section 3
Election of Treasurer: The Treasurer will be elected by majority vote of the board of directors to oversee the financial goals of the organization. If two or more nominations are made and no candidate receives a majority of the votes cast on the first ballot, the two candidates receiving the greatest number of votes will be balloted upon again.
Election of Vice President: The Vice President will be elected by majority vote of the voting membership. Once elected, the Vice President automatically assumes, in order, the office of President-elect, President and Immediate Past President in subsequent years at the close of the annual convention.
Section 4
Tenure: Terms of office shall begin at the close of the annual convention and shall continue until the close of the next annual convention or until successors to the offices have been duly elected and installed. The term of office for the Treasurer shall be three years.
ARTICLE II – DUTIES OF OFFICERS
Section 1
The duties of the President shall be:
(a) To preside at regular and special meetings of the association.
(b) To serve as the chair of the board of directors.
(c) To coordinate and supervise activities of the association, primarily consisting of oversight of the strategic plan and fulfillment of the mission.
(d) To represent the AAEP at various professional and industry meetings.
Section 2
The duties of the President-elect shall be:
(a) To preside at regular and special meetings of the association in the absence of the President.
(b) To serve as program chair for the annual convention.
(c) To assume the duties of the office of President in the event that the President is incapable of performing these duties or the office is vacated.
Section 3
The duties of the Vice President shall be:
(a) To assist the President-elect in all duties as requested.
(b) To assume the duties of the office of President-elect in the event that the President-elect is incapable of performing these duties or the office is vacated.
(c) To serve as the officer liaison to the educational programs outside of the annual convention.
Section 4
The duties of the Treasurer shall be:
(a) To act as custodian of all the assets of the association.
(b) To hold the Executive Director responsible for:
i) disbursing monies from the general fund;
ii) paying all expenses of the association subject to the direction of the board of directors;
iii) maintaining all financial records for such a time period as required by state or federal law; and
iv) depositing all monies in the name of the association in an institution approved by the board of directors.
(c) To invest reserve funds in accordance with policy established by the board of directors through the services of an investment firm approved by the board of directors.
(d) To turn over all funds, properties under their custodianship and records to a successor.
(e) To make a detailed report of the financial status of the association at each scheduled meeting of the board of directors, and at such other times as the board of directors may request.
(f) To serve as chair of the Finance and Audit Committee.
Section 5
The Executive Director shall be the chief administrative officer of the association. The duties shall be:
(a) To act as custodian of the records of the association, including membership records.
(b) To preside at regular and special meetings of the association in the absence of the President, President-elect and Vice President.
(c) To conduct the correspondence of the association and notify members of all meetings.
(d) To serve as Secretary of the board of directors and to be responsible for recording and certifying the minutes of all business meetings of the general membership and all meetings of the board of directors.
(e) To serve as Assistant Treasurer of the board of directors and ex- officio member of the Finance and Audit Committee; to be responsible for the financial records of the association and for all receipts and disbursements; and to maintain all financial records for such a time period as required by state or federal law.
(f) To execute the financial policies of the association, as defined by the board of directors, with the concurrence of the Treasurer and Finance and Audit Committee, including deposit of all monies in the name of the association in an institution approved by the board of directors.
(g) To be responsible for the implementation of public and professional relations.
(h) To keep the Corporate Seal, and to execute those documents requiring the signature of the corporate secretary.
Section 6
The duties of the Immediate Past President shall be:
(a) To assist the incoming President in transition into that office.
(b) To serve as chair of the President’s Advisory Council.
ARTICLE III – BOARD OF DIRECTORS
Section 1
The number of directors shall be twelve (12), five of whom shall be the officers (except the executive director) and seven at-large. The terms of the at-large directors shall be staggered such that approximately one-third of the at-large directors shall come up for election each year.
Unless an at-large director resigns, each at-large director shall serve for a term of three (3) years and until the director’s successor has been elected and qualified. The at-large directors are to be elected by the active members of the association, either by mail or electronic ballot, following preparation of a candidate slate by the Nominating Committee, in accordance with the schedule set forth above. In the event of a tie in an at-large director election, the Nominating Committee will present a slate of two candidates, or more if required, to the board of directors within 30 days after the balloting deadline and the sitting directors will elect the at-large director.
Should a vacancy occur on the board of directors before completion of a term, for any reason, the board of directors shall instruct the Nominating Committee to propose two replacement directors, from which the board of directors will elect one to fulfill the unexpired term. Under these circumstances, this special election can occur at any regular or special meeting of the board of directors.
Section 2
The officers who are also board members are elected as set forth in Article I. The terms of officers on the board of directors shall be coincident with their terms as officers.
Section 3
Duties:
(a) The board of directors is the governing body that establishes direction, sets policy and provides leadership oversight. The property, affairs and fiduciary health of the association shall be managed and controlled by the board of directors.
(b) The board of directors may conduct meetings in any format the board of directors in its discretion deems is most appropriate, provided all members of the board of directors have the required access.
(c) The board of directors shall ensure that the association has a viable strategic plan, monitor its implementation and ensure that expenditures support the association’s strategic objectives and missions.
(d) The board of directors shall provide direction, empowerment and oversight to association staff and volunteer committees.
Section 4
Compensation and Liability:
Members of the board of directors shall not receive compensation for their services but may be reimbursed for travel and other expenses incurred in transacting association business. The association may, by resolution of the board of directors, provide for indemnification by the association or any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceedings in which they or any of them are made parties, by reason of having been directors or officers of the association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.
ARTICLE IV – MEMBERSHIP
Section 1
Membership Categories
These categories of membership in the association are established:
A. Active Members:
(a) Regular Member: A graduate from a college or school of veterinary medicine or licensed in good standing to practice veterinary medicine.
(b) Distinguished Life Member: Any member nominated by another member of the association, recommended by the Nominating Committee, and approved by the board of directors.
(c) Honor Roll Member: Any member who has attained the age of 70 with 40 years of AAEP membership.
B. Other Membership Categories:
Student Member: Any student enrolled in a college of veterinary medicine with an expressed interest in the equine species.
Section 2
Dues and Voting:
The board of directors shall establish dues for each category of membership and may grant reductions or exemptions from payment of dues under special circumstances. The Executive Director shall send a dues notice to each dues-paying member. Dues in arrears more than three months shall cause cancellation of membership. Only active members shall have the privilege of voting.
Section 3
Disciplinary Proceedings:
(a) Any applicant or member may be subject to denial of membership, cancellation of membership or disciplinary action upon a two-thirds majority vote of the board of directors, excluding the officers, pursuant to a recommendation to take such action from the Professional Conduct and Ethics Committee. However, no applicant or member shall be deprived of membership without first being granted the opportunity to appeal the decision of the board of directors to the officers. Failure to appear before the officers at the time and place appointed by the officers will cause forfeiture of the right to appeal. Any decision taken by the officers shall be the final action that the association will take on this matter.
(b) Examples of circumstances which may constitute grounds for denial or cancellation of membership or disciplinary action are described in the Policy for Membership Denial and Disciplinary Procedures.
Section 4
Waiver of Dues: The board of directors may excuse the following members from payment of dues:
(a) A member for whom the payment of dues would be a financial hardship by reason of physical disability or illness.
(b) A member who requests and is granted retired status by virtue of having been an AAEP member for a period of at least ten (10) years and who is no longer employed in the practice of veterinary medicine. Retired status entitles the member to a significant reduction in dues. Members requesting this category will receive regular communication of member news and the right to purchase other AAEP products and services at member rates.
(c) Honor Roll Members and Distinguished Life Members.
(d) A member who certifies permanent disability and can no longer engage in veterinary activity as a full-time occupation.
(e) A member who the board of directors determines should be granted dues-exempt status because of extenuating circumstances.
ARTICLE V – ASSOCIATION MEETINGS
Section 1
The place, date and duration of the annual association meeting shall be decided by the board of directors.
Section 2
Special meetings of the association may be called upon a majority vote of the board of directors, or upon petition of a majority of the active members. Notice of such special meetings, and their purpose, shall be given to all members at least 30 days before they are to be held. The business of a special meeting shall be limited to the purpose for which it is called.
ARTICLE VI – COMMITTEES
Section 1
The President-elect, in consultation with the board of directors or officers, shall appoint the members of all committees for the coming year and shall designate the chair of each committee. The board of directors shall delineate the duties of each committee. Members shall serve for a term as determined by the board of directors and may be reappointed.
(a) Tenure of the committee chair shall be limited to three years regardless of the number of years served as a committee member. Eligibility for reappointment is the same as the committee membership.
(b) A committee, established and appointed by the board or officers, shall develop a list of appointees for recommendation to the President-elect prior to the annual convention with appointments to be made by the annual convention. Committee member terms officially begin at the close of the annual convention.
(c) Duties of committee chairs and members in terms of reporting requirements, recommendations to the board of directors, and other related matters are set forth in the Volunteer Handbook.
Section 2
In addition to the Finance and Audit Committee of the board, there shall be a Nominating Committee as described hereunder as well as standing committees, councils, task forces and other working groups as established by the board of directors or officers.
Finance and Audit Committee:
The duties and responsibilities include: To oversee and review the finances for the AAEP and The Foundation for the Horse with the assistance of board-approved investment advisors and make recommendations to the board of the directors. The Treasurer will serve as the chair of the committee. Additional members of the committee will be appointed by the officers and may include non-AAEP member investment advisors and AAEP staff.
Nominating Committee:
The duties and responsibilities include: To develop a slate of candidates for the offices of Vice President and Treasurer; to develop a slate of candidates for vacancies on the board of directors; and to develop a slate of candidates for all of the AAEP’s awards. With the President, the Nominating Committee will be responsible for the election process for members of the board of directors.
Committee membership to include: The Past President whose term has most recently expired from the board of directors will serve as chair. Additional members shall include the two most recent Past Presidents, two at-large members (2-year terms, from the active membership), and two board members (2-year terms elected by the board of directors). No current member of the Nominating Committee may stand for an officer or board of directors position.
Standing Committees and Councils:
Standing committees or councils are to be established, modified and dissolved by resolution of the board of directors. Each resolution shall define the duties, composition, tenure and reporting requirements of each standing committee or council.
Task Forces and Working Groups:
The board of directors, or the officers, may establish task forces and other working groups, by resolution setting forth the duties, composition, tenure, and reporting requirements of each.
ARTICLE VII – AMENDMENTS
These bylaws may be amended only by a majority vote of the active members who cast a vote (including via electronic means), provided that the proposed amendment has been approved by the board of directors and furnished to the membership for at least a 30-day review period followed by a 30-day voting period (in the case of electronic voting), unless otherwise required by Illinois law.
