Articles of Incorporation and Bylaws
ARTICLE I – TITLE
This association shall be known as the American Association of Equine Practitioners. It is incorporated under the laws of the General Not-for-Profit Corporation Act of the State of Illinois.
This association shall forever remain a not-for-profit organization in fact, and its officers shall comply with the laws of the State in which the association is incorporated.
ARTICLE II – OBJECTS
The objectives of this association shall be to improve the health and welfare of the horse, to further the professional development of its members, and to provide resource and leadership for the benefit of the equine industry.
ARTICLE III – MEMBERSHIP
Active membership in the association shall be open to all veterinarians who are graduates of a college or school of veterinary medicine or licensed in good standing to practice veterinary medicine.
Other categories of membership may be established by the board of directors as set forth in the bylaws.
ARTICLE IV – OFFICERS
The officers of this association shall be a President, a President- elect, a Vice President, a Treasurer, an Immediate Past President and an Executive Director. The officers shall serve as voting members of the board of directors, with the exception of the Executive Director who serves as a non-voting officer.
The method of election, duties and tenure of office shall be defined in the bylaws.
ARTICLE V – BOARD OF DIRECTORS
The board of directors shall conduct the business of the association, shall have charge of its property and financial affairs, including publications, and shall perform such other duties as prescribed by the bylaws.
The membership of the board of directors, the method of selection or appointment, duties and tenure of office shall be defined in the bylaws.
ARTICLE VI – STANDING AND AD HOC COMMITTEES AND WORKING GROUPS
Standing and ad hoc committees, and other working groups, may
be established by resolutions of the board of directors. The duties, membership and duration of each committee shall be set forth in said resolution.
ARTICLE VII – MEETINGS
Regular or annual meetings of the association shall be held as described in the bylaws.
ARTICLE VIII – AMENDMENTS
These Articles of Incorporation can be amended only by a majority vote of the voting members present at a meeting of the association, provided the proposed amendment has been submitted to the board of directors and presented in writing to the membership at least sixty days prior to the meeting.
ARTICLE I – ELECTION OF OFFICERS
Eligibility: Only active members of the association who have com- pleted a term on the board of directors are eligible to hold office.
The Nominating Committee will prepare and present a slate of one or more nominees for the offices of Vice President and Treasurer for the board of directors at a meeting of the board of directors.
Election of Officers: The Vice President and Treasurer will be elected by majority vote of the board of directors. 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. Once elected, the Vice President automatically assumes, in order, the office of President- elect, President and Immediate Past President in subsequent years at the time of annual elections.
Tenure: Terms of office shall begin at the close of the annual meeting and shall continue until the close of the next annual meeting or until successors to the offices have been duly elected and installed. The term of office for the Treasurer will be three years.
ARTICLE II – DUTIES OF OFFICERS
The duties of the President shall be:
(a) To preside at regular and special meetings of the association.
(b) To coordinate and supervise activities of the association, including liaisons.
(c) To administer responsibility for the balloting at the regular elections.
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 chair of the scientific and educational programs 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.
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.
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 a file of all vouchers and invoices accompanying them for a period of not less than five years;
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.
(d) To turn over all funds, properties under his 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.
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, ex- officio member of the Finance and Audit Committee and to be responsible for the financial records of the Association and for all receipts and disbursements. All vouchers and invoices accompanying them will be maintained for not less than a period of five years.
(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 depos- it 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.
The duties of the Immediate Past President shall be:
(a) To assist the incoming President in transition into that office.
(b) To serve as chairman of the President’s Advisory Council.
ARTICLE III – BOARD OF DIRECTORS
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 within 30 days after the balloting deadline and the sit- ting 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.
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.
(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 person, via telephone, or electronic communication, whichever 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.
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
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.
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 mail 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.
(a) Any applicant or member may be subject to denial of member- ship, 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, cancellation of membership or disciplinary action include, but are not limited to:
i) Failure to report action taken against the applicant’s/member’s veterinary or race track license by a regulatory agency or racing association on the American Association of Equine Practitioner’s membership application/renewal form;
ii) Action against an applicant’s/member’s veterinary or race track license by a regulatory agency or racing association in the form of fines, probation, suspension or revocation;
iii) Failure to report action taken against the applicant/member by organizations governing horse shows, sales, equine events and breed registries in relation to the practice of veterinary medicine on the American Association of Equine Practitioners membership application/renewal form;
iv) Action taken by organizations governing horse shows, sales, equine events and breed registries in relation to the practice of veterinary medicine;
v) Acts of fraud, misrepresentation, deceit or animal cruelty;
vi) Violations of the Ethical and Professional Guidelines of the association as recommended by the Professional Conduct and Ethics Committee based on an application review or a complaint submitted by either another member in good standing or by the Executive Director;
vii) Any other reason that the Professional Conduct and Ethics Committee believes, in its discretion, warrants denial or cancellation of membership or other disciplinary action.
Distinguished Life Members:
Members who have made outstanding contributions to the association over their career may be nominated for this honor by members of the association, to be considered by the Nominating Committee for recommendation to the board of directors.
Honor Roll Member:
Members who have reached the age of 70 years and have maintained a record of 40 years of membership shall be designated Honor Roll Members. Honor Roll Members shall be exempt from payment of dues.
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) Retired status will be granted to requesting individuals who have been AAEP members for a period of at least ten years and who are no longer employed in the practice of veterinary medicine. This is not to be confused with Honor Roll status, which is complimentary full membership for 40-plus year members. 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) A member who certifies permanent disability and can no longer engage in veterinary activity as a fulltime occupation.
(d) A member who the board of directors determines should be granted dues-exempt status because of extenuating circumstances.
ARTICLE V – ASSOCIATION MEETINGS
The place, date and duration of the annual association meeting shall be decided by the board of directors.
Quorum: The membership present at a duly called annual association meeting shall constitute a quorum for the transaction of business.
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
The President-elect, in consultation with the board of directors or officers, shall appoint the members of all committees for the coming year, shall designate the chair of each committee, and the board of directors shall delineate the duties of each commit- tee. Members shall serve for a term of three years 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 President, shall develop a list of appointees for recommendation to the President-elect prior to the annual meeting with appointments to be made by the annual meeting. Committee member terms officially begin immediately after the annual meeting.
(c) Each chair is required to submit a written report to the board of directors after each Annual Convention that reflects continuous attention to the committee’s area of responsibility throughout the previous year. Reports should include: (1) date(s) of committee meetings, (2) names of members attending, (3) names of members absent, (4) information worthy of distributing to AAEP members, (5) any guests in attendance, and (6) actions and programs recommended for board of directors consideration. The board may request more frequent reporting, as needed.
In addition to the Finance and Audit Committee of the board, there shall be a Nominating Committee and the President’s Advisory Council as described hereunder as well as standing committees, councils, ad hoc committees, or task forces, as established by the board of directors.
Finance and Audit Committee:
The duties and responsibilities include: To review the finances for both the AAEP and The Foundation for the Horse and to make recommendations to the board on achieving board-defined financial goals along with funding strategies to achieve them; to review and make recommendations to the board on financial policy and budgets taking into account investment performance, economic conditions and other factors that may impact short- and long-term financial stability; to develop budgeting projections with staff, for both the AAEP and its Foundation, that integrate the strategic plan and other initiatives; to approve the budget within the finance committee for submission to the board; to make recommendations on board appropriations and capital expenditures; and to conduct semi-annual review with investment advisor(s). Additionally, the committee will ensure an accounting firm is selected for an annual audit or review of both the AAEP and its Foundation with results reviewed by the committee prior to presentation to the AAEP board.
Committee membership to include:
- The current Treasurer shall serve as a chair of the committee during his/her term
- The Immediate Past Treasurer (one-year term)
- The Immediate Past President
- The Vice President
- One board member, elected by the board
- The Chair of the Foundation Development Council
These individuals will serve for the duration of their time in their respective positions within the organization. The board may add up to two additional individuals to serve in an advisory capacity. These positions will be ex-officio (non-voting) and shall serve a term of one year; however, can be re-appointed for up to two additional terms at the discretion of the board.
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; 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 appointed by the President), and two board members (2-year terms elected by the board of directors).
President’s Advisory Council:
The duties and responsibilities include: To study specific problems referred by the President and other matters that might affect the future of the association or the equine veterinary profession, and to report its findings and recommendations to the President. Council membership to include: All Past Presidents of the association.
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.
Ad Hoc Committees, 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 at any annual meeting of the association by a majority vote of the members present, provided that the proposed amendment is made available to the membership in advance of the meeting, unless otherwise required by Illinois law.