1.1       Name.  The organization shall be known as JEFFERSON AREA VETERINARY MEDICAL ASSOCIATION, a Virginia non-stock corporation, (“Corporation”).

            1.2       Purpose.  The Corporation is organized and shall be operated exclusively for charitable, educational, scientific and the prevention of cruelty to animal purposes, including, but not limited to, the making of distributions to organizations that qualify as tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The Corporation is a regional chapter of the Virginia Veterinary Medical Association (VVMA).

            1.3       Principal Office.  The principal office of the Corporation is located in the County of Albemarle Virginia, at 505 St. Francis Avenue, Earlysville, VA  22936.

            1.4       Change of Address.  The Board of Directors may change the principal office from one location to another by noting the change of address and effective date in a revised Exhibit A in substantially the form attached hereto and incorporated herein by this reference, and any such change of address shall not be deemed, nor require, an  amendment of these Bylaws.

           

            2.2       Initial Members.  The initial Members of the Corporation are:

                        Teresa Olivo

                        Allison Kramer

                        Kerri Hudson

                        Charles Wood

                        Elexis Comer

                        Janice Raab

                        Albert Smith

                        Jennifer Magil

                        Don Bergstresser

                        Marty Betts

                        Jessica Hudak

                        Chris Middleton

                        Steven Epstein

                        Emily Kinnaird

                        Kathleen Gruss

                        John Gruss

                        Barbara Butler

                        Helle Stewart

                        Charis Thompson

                        Liz Palmer

                        Cheryl Antonucci

                        Tripp Stewart

                        Angie Ware

                        Elvira Hoskins

                        Matt Kessler

                        Carrie Miller

                        Jason Wheeler

                        FM Graves

                        Anne Dagner

                        Janet Robertson

                        Brigid Sullivan-Nichols

                        Richard Godine

                        Caroline Godine

            2.3.      Appointment of New Members.  Each applicant for membership shall apply on a form approved by the Board of Directors.  Such form shall provide that the applicant agrees to abide by the Bylaws of the Corporation and the applicant is a person whose skills, work ethic, commitment and morals are consistent with the goals of the Corporation, and shall state the name and address of the applicant.  No applicant shall become a new member until the applicant has paid their current dues.

            2.4       Voting.            All members shall constitute the Corporation’s General Assembly and each Member in good standing shall be entitled to one vote.  Proxy voting will be permitted at membership meetings and elections.  Unless otherwise specified in these Bylaws, an affirmative vote of at least fifty-one percent (51%) of the Members present at such meeting (either in person or by proxy) and entitled to vote shall be required for matters requiring vote.  A vote by the membership shall be required to amend or adopt new Bylaws, to change the amount of annual dues, to fund scholarships and to change charitable donations made by the Corporation.

            2.5       Regular Meetings.  An annual meeting of the members shall be held prior to June 1 each year.  Written notice of such meetings, including the date, time, and place, shall be sent by regular or electronic mail by the President or Secretary at least ten (10) days and not more than sixty (60) days prior to the date of the meeting.  Any Member present at a meeting shall be deemed to have received proper notice of said meeting.

            2.6       Special Meetings.        Special membership meetings may be called by the President, the Chairperson of the Board of Directors, or by a majority vote of the Board of Directors.  Special Meetings shall be called by the President or Secretary upon the receipt of a petition signed by Members having one-third (1/3) of the votes entitled to be cast at such meeting.  Written notice of such meetings shall include the date, place, and time for the meeting, and shall specifically state the purpose of such meeting, and no other business shall be conducted thereat.  The notice shall be sent by regular or electronic mail by the President or Secretary at least ten (10) days and not more than thirty (30) days prior to the date of the meeting.  Any Member present at a meeting shall be deemed to have received proper notice of said meeting with regard to the time, date, and location requirement.

            2.7       Quorum.          No quorum shall be required for regular meetings or special meetings. 

            2.8       Place, Date, and Time.           All meetings of the members of the Corporation shall be held at such place, date and hour as shall be specified in the notice of such meeting.

            2.9       Termination of Membership.   Membership status and rights shall be terminated where (i) the Member departs or abdicates responsibility; (ii) the Member is not current with their dues owed to the corporation; (iii) the Member demonstrates disregard or disagreement with the Corporation’s values or mission; (iv) the Corporation terminates or dissolves; or (v) at least 2/3 of the other Members in good standing vote to terminate membership.

3.1       General Powers.  The Corporation shall have a Board of Directors. Each member of the Board of Directors must be a member in good standing of the Corporation.  All Corporation powers shall be exercised by or under the authority of, and the business affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in these bylaws.

3.2       Number.  The number of directors of the Corporation shall be no less than one and no more than seven.

3.3       Election and Term.  Directors shall be elected by a majority vote of the members present at the annual general membership meeting. No individual shall be named or appointed as a director without his or her prior consent.  Each director shall serve for a term of one year or until the director’s earlier resignation or removal as provided herein.  If a director resigns before their term has expired, the remaining board of directors may appoint an interim director to complete the open term as stated in paragraph 3.4 herein. There is no limit in the number of terms any director may serve.   

3.4       Removal; Vacancies.  The members may, by majority vote of members present, remove any director from office with or without cause.  Any removal of a director must be at a meeting called for that purpose, and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Board member.  A vacancy on the Board of Directors, including a vacancy resulting from the removal or resignation of a director or an increase in the number of directors, shall be filled by a majority vote of the remaining directors then in office, though less than a quorum, at any regular or special meeting of the Board unless the Board should decide to reduce the number of directors.  In the case of a resignation that will become effective at a specified date, the position may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

3.5       Designees.  Board members who are unable to attend a Board of Directors meeting cannot send a designee in their place.  An observer may attend the meeting in their place but may not vote.

3.6       Advisory Council.  The Board of Directors may establish an Advisory Council comprised of individuals appointed by the Board of Directors to meet occasionally to advise the Board of Directors or the Executive Committee of the Board of Directors on pertinent issues.

3.7       Annual and Regular Meetings.  An annual meeting of the Board of Directors shall be held prior to June 1 each year for the purpose of carrying on such other business as may properly come before the meeting.  The Board of Directors may adopt a schedule of additional meetings which shall be considered regular meetings.  Regular meetings shall be held at such times and at such places as the President of the Board of Directors, if any, or the Board of Directors shall designate from time to time.  If no place is designated, regular meetings shall be held at the principal office of the Corporation.

3.8       Special Meetings.  Special meetings of the Board of Directors may be called by either the President of the Board of Directors, or a majority of the directors of the Corporation, and shall be held at such times and places as the person or persons calling the meeting shall designate.  If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.

3.9       Notice of Meetings.  No notice need be given of regular meetings of the Board of Directors.  Notice of special meetings of the Board of Directors shall be given to each director in person or delivered to his residence or business address by messenger, mail, telecopy, telegraph, e-mail or other means of written or electronic communication or by telephoning such notice to him not less than twenty-four (24) hours before the meeting.  Any such notice shall set forth the time and place of the meeting and state the purpose for which it is called.

3.10     Waiver of Notice.  A director may waive any notice required by law or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice.  The waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.  A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.11     Quorum; Voting.  A majority of the number of directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.  If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors.  A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or (ii) he votes against, or abstains, from the action taken.

3.12     Telephonic Meetings.  The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.13     Action Without Meeting.  Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board.  The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the Corporation records reflecting the action taken.  Action taken under this Section 3.13 becomes effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

3.14     Compensation.  No member of the Board of Directors shall be entitled to

any compensation for his or her services as a Board member.

4.1       Officers.  The officers of the Corporation shall be members of the Board of Directors of the Corporation and shall include a President and a Treasurer, and may include a Vice-President and a Secretary.  At the discretion of the Board of Directors, other officers and assistant officers deemed necessary or advisable to carry on the business of the Corporation may be established.  The offices of Secretary and Treasurer may be held by the same person.

4.2       Election; Term.  All officers shall be elected at the annual meeting of the members.  All officers shall also serve on the Board of Directors. Officers may be appointed by the Board of Directors at any time to fill a vacancy. All officers shall hold office, unless removed, until the next annual meeting of the members or until their successors are elected.  The term of office for all officers shall be one year.  Officers shall be eligible for re-election more than once.  Any officer may resign at any time upon written notice to the Board of Directors, and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date. 

4.3       Removal of Officers.  The Board of Directors may remove any officer or assistant officer at any time, with or without cause.

4.4       Duties of Officers.  The President of the Board of Directors shall serve as the chief executive and operating officer of the Corporation.  The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors.  The President shall chair all meetings of the Board of Directors and members, insure that continuing education meetings are scheduled during the year, that sponsors have been found for each continuing education meeting, and that members have advance notice of these meetings. The president will also appoint a nominating committee to present a slate of members who will run for open director and officer positions at the annual membership meeting. The President may appoint any Corporation members to assist in these tasks. The President shall also chair any committee of which she is a member, unless the Board of Directors provides otherwise.  The Vice-President shall act in the place of the President in the President’s absence and assist the President in setting up continuing education meetings and finding sponsors for these meetings. The Secretary shall have the responsibility of keeping the minutes and attendance of the meetings of the Board of Directors and members and authenticating records of the Corporation.   Except as otherwise provided herein, the Treasurer shall supervise the Corporation’s financial affairs, including keeping a record of all payments made to the JAVMA as well as all expenses, balancing this record with bank statements, and presenting a financial report at the annual members meeting. The financial records should be available for auditing by the Board of Directors or their appointed delegate with two week notice. The Treasurer will also send out yearly membership applications with dues information to the members and all veterinarians interested in membership. The Treasurer and/or the President will change signature cards at the bank soon after election so the Treasurer and the President shall have the authority to sign checks on behalf of the Corporation. The Secretary and Treasurer duties may be combined into the office of Secretary/Treasurer.

4.5       Ex Officio Directors.  The Board of Directors, at its discretion, may appoint ex officio directors, who by virtue of their office or specific professional expertise, bring knowledge which will assist the Board of Directors in their decision-making.  Ex Officio directors are nonvoting directors, have no defined term, serve solely at the pleasure of the Board of Directors and may be appointed or removed at any time at a meeting of the Board of Directors.

5.1       Committees.  The President, with approval of the Board of Directors, shall establish such committees as the President deems appropriate to fulfill the objectives and purposes of the Corporation.

5.2       Manner of Acting.  All committee chairpersons and members shall be appointed or replaced by the President, and the President shall be an ex-officio member of all committees.  A majority of the duly appointed members of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.  Members of any such committee shall act only as a committee and the individual members shall have no power as such.

                        (a)        Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;

                        (b)        Adequate and correct books of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and

                        (c)        A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.

            6.2       Corporate Seal.  The Board of Directors may adopt, use and at will alter, a corporate seal.  Such seal shall be kept at the principal office of the Corporation.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instruments.

            7.2       Checks and Notes.  Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Corporation shall be signed by the Treasurer or the President.

            7.3       Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the President may select.

            7.4       Gifts.  The President may accept on behalf of the Corporation any gift, bequest or devise for the charitable purposes of the Corporation.

9.1       Fiscal Year.  The fiscal year of the Corporation shall be the calendar year. Membership dues are due June 1. The membership year is from June 1 to May 31.

9.2       Interpretation.  For the purposes of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.

9.3      Amendments.  These Bylaws may be amended or repealed, and new Bylaws may

be made by majority vote of the Board of Directors.

9.4      Severability.  Should any of the provisions or portions of these Bylaws be held

unenforceable or invalid for any reason, these Bylaws shall be revised only to the extent necessary to make such provision(s) enforceable and valid.

            9.5       Internal Revenue Code.  Each reference in these Bylaws to a Section of the Internal Revenue Code means such Section of the Internal Revenue Code of 1986, as amended from time to time, or to the corresponding provisions of any future federal tax code.