About AWVS

Section 1: Name and Location:

The name of this organization shall be Association of Women Veterinary Surgeons (AWVS) a non-profit corporation incorporated in the State of California.

Section 2: Offices:

The registered office of AWVS shall be located in the State of California and shall maintain an office in such a location as determined by the AWVS Board.

Section 3: Fiscal Year:

The fiscal year of the organization shall coincide with the calendar year, beginning January 1 and ending December 31.

Section 1:

The mission of the Association of Women Veterinary Surgeons is to inspire veterinarians, encourage collaboration between surgeons and veterinarians in other fields and to enable women veterinary surgeons to realize their professional and personal goals.

Section 1: Categories of Membership and Eligibility Criteria:

There shall be 5 categories of membership defined as follows:

a. Regular:

Regular membership is open to veterinarians holding an DVM or equivalent degree who are board-certified in surgery or who have completed residency training. Regular members may vote and may hold office.

b. Resident:

Resident membership is open to surgical trainees. Trainees may vote but may not hold a position on the AWVS Board

c. Student:

Student membership is open to all veterinary students with a career interest in surgery. Student members may not vote or hold a position on the AWVS Board.

d. Emeritus:

Emeritus membership is open to any regular AWVS member who has maintained a membership for at least three years and who is FULLY retired. Emeritus members may vote and may hold office. Emeritus membership requests must be accompanied by a letter of request.

e. Honorary:

Honorary membership is bestowed through the AWVS Board and through general member voting.

Section 2: Applications for Membership:

All applicants for membership shall complete and sign the appropriate form of application provided by AWVS.

Section 3: Admission of new Members:

Admission of new members shall be in such a manner as the Board directs. Currently, new admission will occur year-round and will consist of an interested party (diplomate, residency-trained individual, resident, intern or student) contacting the Secretary via email and answering admission questions/information. The Board holds the right to change this process at any time in the future by adding registration/dues fees for example.

Section 4: Dues (to be determined at a later date)

Section 5: Censure, Suspension or Termination of Membership:

Members may be censured, suspended or removed from membership by the AWVS Board for cause by a twothirds (2/3) vote or as otherwise provided by the AWVS Board. For any cause other than non-payment of dues, fees or assessments, removal shall occur only after the member complained against has been advised of the complaint against them and has been given a reasonable opportunity for defense. Such member, if removed, may appeal the decision of the AWVS Board at the annual meeting of AWVS providing that notice of intent to appeal is provided to the President of AWVS at least ten (10) days in advance of the annual meeting.

Section 6: Reinstatement:

Any former member of AWVS may apply for reinstatement through the regular application procedure and/or by submitting all dues, fees, and assessments, unless precluded to do so by the AWVS Board.

Section 7: Rights and Responsibilities:

All members and classes of members shall have such rights and responsibilities as the AWVS Board may determine.

Section 1: Annual Meeting:

The annual meeting of AWVS shall be held in concordance with the American College of Veterinary Surgeons Symposium. The time and location of the annual meeting will be determined by the AWVS Board.

Section 2: Special Meetings:

Special meetings of members of AWVS may be called by the AWVS Board at any time. The business to be transacted at any special meeting shall be stated in the meeting notice.

Section 3: Notice of Special Meetings:

Written notice of any special meeting of AWVS shall be sent electronically to the last known email address of each voting member not less than five (5) days and no more than sixty (60) days before the date of the meeting.

Section 4: Voting:

At all meetings of AWVS, each voting member shall have one (1) vote and may take part and vote in person. No proxies shall be allowed. Unless otherwise specifically provided by these bylaws, a majority vote of those members present and voting shall govern.

Section 5: Electronic Voting:

Proposals to be offered to the members for an electronic vote shall first be approved by the AWVS Board. A majority of those voting shall determine the action.

Section 6: Quorum of Members:

At an annual or special meeting of members, a quorum shall consist of fifty percent (50%) of those members eligible to vote and registered for the meeting. In the event a quorum is not present, those in attendance may adjourn the meeting until a quorum is present without further notice.

Section 7: Cancellation or Postponement of Meetings:

The AWVS Board may cancel or postpone any annual or special meeting for cause.

Section 8: Rules of Order:

All meetings of AWVS shall be governed by parliamentary law as set forth in the most recent edition of Robert’s Rule of Order when it does not conflict with these bylaws or policies of AWVS.

Section1: Composition:

President, President-Elect, Secretary, Treasurer, past Presidents.

Section 2: Authority and Responsibility:

The Executive Committee may act in place and stead of the Board between Board meetings on all matters, except those specifically reserved to the Board by the bylaws. Actions of the Executive Committee shall be reported to the Board for electronic ratification or at the next meeting.

Section 3: Quorum-Call of Meetings:

A majority of the Executive Committee shall constitute a quorum at any duly called meeting. The president shall call such meetings as the business of AWVS may require, or a meeting shall be called by the president on request of two (2) members of the Executive Committee.

Section 4: Officers:

The elected officers of AWVS shall be a President, President-Elect, Secretary, and Treasurer to be elected by the voting members at the annual meeting. The past Presidents are also officers on the Executive Committee. Officers shall serve until their successors have been duly elected, selected and assume office. 4a: Nominations for officer positions shall be submitted in advance to the AWVS Executive Committee when a call goes out to the membership.

Section 5: Qualifications for Officers:

Any regular veterinary surgeon member in good standing serving or having served as a chair of a committee is eligible for nomination and election as an officer of AWVS.

Section 6: Term of Office:

Each elected officer shall take office 1 year following their election at the annual meeting to allow for appropriate introduction to the duties. President – The president shall serve for a term of two (2) years or until a successor assumes office. Each president shall serve one year as immediate past President and one as past President. President-elect – The president-elect shall serve for a term of one (1) year or until a successor is duly elected and assumes office. Secretary and Treasurer – The secretary and treasurer shall serve for a term of two (2) years or until their successors are duly elected and assume office. Executive Committee Officers shall serve as members of the Board with vote.

Section 7: Re-Election:

No elected officer having served two (2) full terms shall be eligible for re-nomination and re-election to the same office until at least one (1) year has elapsed from the expiration of their prior term unless no other member comes forward to fill this position.

Section 8: Vacancies & Removal:

With the exception of the office of president, any vacancies in office for whatever reason shall be filled for the balance of the unexpired term by election by the AWVS Executive Committee. In the event of a vacancy in the office of president, the president-elect shall automatically fill the balance of the unexpired term and shall then assume the term of office of president, which the president-elect pursuant to these bylaws would otherwise assume in their own right. In the event of any vacancy in the office of president-elect, the AWVS Board shall fill the office for the balance of the unexpired term only by election of a nominee from the AWVS Board. Such individual shall not automatically succeed to the office of president upon the completion of the unfulfilled term of presidentelect unless duly elected in accordance with these bylaws to the office of president-elect.

Section 1: President:

The President shall serve as chair and preside at all meetings of the Board. The President shall serve as a member, ex officio, of all committees. At the annual meetings and at such other times as deemed proper, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and further the goals of AWVS. The President shall perform such other duties as are necessary incident to their office or as may be prescribed by the Board. The President shall appoint all ad hoc and all task force chairs.

Section 2: President-Elect:

In the absence or incapacitation of the President, the President-elect shall perform the duties of the President and when so doing, shall have all the powers of and be subject to all the restrictions upon the President. The President-elect shall perform such other duties as may be prescribed by the President and/or Board.

Section 3: Secretary:

The Secretary shall be responsible for the proper and legal distribution of notices to members, and the proper recording of proceedings of meetings of AWVS and the Board. The secretary shall execute all orders, votes and resolutions, and see that accurate records are kept of all members. Such duties of the secretary as may be specified by the Board may be delegated to the Executive Director or a designated member of the staff. The Secretary shall also perform such other duties as may be prescribed by the President or the Board.

Section 4: Treasurer:

The Treasurer shall see that accurate financial records are kept, shall have established proper accounting procedures for the handling of AWVS funds, and shall be responsible, with the Executive Director, for the keeping of the funds in such banks, trust companies, and or investment, as are approved by the AWVS Board. The Treasurer shall report on the financial condition of AWVS when called upon by the President. Such duties of the Treasurer as may be specified by the AWVS Board may be delegated to the Executive Director or a designated member of the staff. The Treasurer is responsible for maintenance of the investment policy of the organization. The Treasurer shall also perform such other duties as may be prescribed by the President or the Board.

Section 5: Past Presidents:

The immediate past President shall perform such other duties as may be prescribed by the President or the AWVS Board.

Section 1: Authority and Responsibility:

The governing body of AWVS shall be the Board. The Board shall supervise and direct the affairs of AWVS, its committees and publications; shall determine its policies and/or change therein; shall actively pursue the mission of AWVS and supervise the disbursement of its funds. The Board may adopt such rules, regulations and policies for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, delegate certain of its authority and responsibility to an Executive Committee.

Section 2: Composition:

The AWVS Board consists of any chairs of the committees and members of the Executive Committee.

Section 3: Manner of Election & Term:

The AWVS Nominating Committee will convene annually to prepare and submit a slate for election by the AWVS membership at the annual meeting. The slate will include the AWVS Executive Committee and Board Members who will serve as committee chairs.

Section 4: Re-Election:

Members of the Board may serve a maximum of two (2) consecutive two (2)-year terms in any single Board position. They may continue on the Board without interruption if elected to a different Board position and would be eligible to serve under the term rules of that new position.

Section 5: Quorum of the Board:

At any meeting of the AWVS Board, a majority of the voting members of the Board shall constitute a quorum for the transaction of business.

Section 6: Meetings of the Board:

A regular meeting of the Board shall be held no less than annually and will be open for attendance by any AWVS member in good standing except when meeting in executive session. This meeting shall be in conjunction with the annual meeting of AWVS. Additional meetings shall be as determined by the President and/or the Board. Special meetings of the Board may be called by the President or at the request of any six (6) members of the Board. Notice of any meeting shall be given to all Board members at least thirty (30) days in advance of such meeting.

Section 7: Voting:

Voting rights of a Board member shall not be delegated to another nor exercised by proxy.

Section 8:

Vacancies and Removal: Any vacancy occurring on the Board between annual meetings shall be filled by recommendation of the President and confirmed by the Board. A Board member appointed to fill a vacancy shall serve the remainder of the unexpired term as interim chair and then would be eligible to be elected to the position and fulfill the term limits of that position. The voting members of the association may at their discretion, by affirmative vote of two-thirds (2/3) of the voting members, remove any Board member for cause.

Section 9: Compensation:

Board members and elected officers shall not receive any salary for their services.

Section 10: Other Means of Transacting Business:

The AWVS Board may transact business by mail, electronic communication or phone.

Section 1: Committees:

The President, with the approval of the Board, shall establish and appoint committees, or task forces as are necessary and which are not in conflict with other provisions of these bylaws. The duties and procedures of such committees shall be prescribed by the Board. Chairs of Committees sit as voting members of the AWVS Board.

Section 2: Nominations Committee:

The Nominations Committee shall be composed of the President-elect, who shall chair the committee and at least two (2) other members appointed by the President.

2a: Ascendancy of Officers:

Any AWVS member who meets the criteria set forth by the AWVS Board and these bylaws may be considered for the Secretary and Treasurer positions. To be considered for the position of Vice-President, the nominee must have served as either Secretary or Treasurer. To be considered for the position of President-Elect, the nominee must have served as Vice-President. To be considered for the position of President, the nominee must have served as President-Elect.

Section 1: Budget:

The AWVS Board shall adopt an annual operating budget covering all activities of AWVS in the fourth quarter of prior fiscal year. The treasurer shall present a year-end financial report after the close of the fiscal year. A final year-end statement will be presented within six (6) months of the close of the fiscal year.

Section 2: Financial Review:

The accounts of AWVS shall be reviewed annually. A report shall be prepared and presented to the Board for approval.

Section 1: Operation and Use of Funds:

AWVS shall be organized and operated exclusively within the meaning of Section 501(c)(6) of the Internal Revenue Code. No part of the net earnings of AWVS shall inure to the benefit of any Board member or other private person.

Section 2: Dissolution:

Upon the dissolution of AWVS, the AWVS Board shall, after paying or making provision for the payment of all the liabilities of AWVS, dispose of all of the assets of AWVS exclusively for purposes similar to the purpose of AWVS in such manner or to such non-profit organization(s) as the Board at that time shall determine.

Section 3: Indemnification:

AWVS shall indemnify and hold harmless each person who is now, or shall hereafter serve as an officer, Board member, employee or agent for AWVS to the full extent permitted by the General Not For Profit Act of Illinois and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board.

These bylaws may be amended or repealed by a two-thirds (2/3) vote of the members present at any annual meeting of AWVS duly called and regularly held providing notice of such proposed changes have been sent in writing to the members thirty (30) days before such meeting, or by a two-thirds (2/3) vote of the members voting by a sixty (60) day mail ballot conducted in accordance with such procedures as may be prescribed by the Board. Amendments may be proposed by the Board on its own initiative, or upon petition of at least five percent (5%) of the voting members addressed to the Board. All such proposed amendments shall be presented by the Board to the membership with or without recommendations.