Constitution
Of the
AUXILIARY TO THE OHIO
ARTICLE I
OBJECTIVES
1.01 Objectives
The objectives of the Auxiliary to the Ohio Veterinary Medical Association (the “Auxiliary”) shall be to support the activities and purpose of Ohio Veterinary Medical Association by:
Assisting the educational achievement of students in the college of Veterinary Medicine
(a.) Conducting educational programs and activities for, and promote fellowship among those associated with the veterinary profession.
(b.) Educating the public on the nature and extent of veterinary services in practice, education, research, public health and sanitation, and other fields of endeavor.
ARTICLE II
MEMBERS
2.01 Members
The members of the Auxiliary shall be the spouses, children, parents, siblings and widows or widowers of veterinarians who are, or were while living, members in good standing with the Ohio Veterinary Medical Association.
ARTICLE III
MEETINGS
3.01 Meetings
(a) An annual meeting of the Auxiliary’s members shall be held once each calendar year at the time and place of the Annual Meeting of the Ohio Veterinary Medical Association. At that meeting such business as may properly come before the meeting may be transacted.
(b) Special meetings of the members may be called for any one or more lawful proposes by the President of the Auxiliary, or a majority of the Board of Trustees.
(b) Meetings of the members may be held through or by means of any telecommunications equipment or other media if all persons participating can hear and speak to each other. Participation in a meeting pursuant to this provision shall constitute presence at such meeting.
3.02 Place of meetings
Meetings of the members shall be held at the office of the Ohio Veterinary Medical Association or such other places as the Presidents of the Auxiliary may from time to time determine.
3.03 Notice of meetings
Notice of the time and place of each meeting of the members for which notice required by law, shall be given to each member by mail or telephone at least three (3) days prior to the meeting. The notice need not specify the purpose of the meeting. The method of giving notice to all members need not be uniform. A notice of any meeting of the members may be given by the President or the Secretary of the Auxiliary, or their agents.
3.04 Waiver of Notice
Notice of any meeting of the members may be waived in writing, either before or after the holding of such meeting, by any member, which writing shall be entered upon the records of the meeting. The attendance of any member at any meeting without the protesting the lack of proper notice either prior to or at the commencement of the meeting shall be deemed to be a waiver of notice such meeting.
3.05 Quorum
A majority of the members present at a meeting of the members shall constitute a quorum for that meeting. The act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the members, except as otherwise provided by law, the Article of Incorporation (“Articles”), or the constitution.
ARTICLE IV
OFFICERS
4.01 Officers
The officers of the Auxiliary shall be a President, President Elect, Secretary and a treasure.
4.02 Election and Term
Officers of the Auxiliary shall be elected at the annual meeting of the Auxiliary and shall hold office for two (2) years. The option of continuing terms for the Secretary and Treasurer is at the discretion of the Board of Trustees. Any officer may serve consecutive terms if nominated and elected by the membership.
4.03 Nominations
Nominations for the officers positions shall come from a Nominating Committee composed of three (3) members appointed by the president, with such committee to report on its nominations for the officer position at the annual meeting. Nominations may also be made from the floor at the annual meeting. All candidates for the officer position must be in good standing of the Auxiliary.
4.04 Vacancies
Any vacancies from time to time occurring in officers shall be filled by the President, in consultation with the Board of Trustees, and such appointment shall be for a term expiring at the next succeeding annual meeting of the members held for the purpose of the election of officers. The president shall appoint such temporary or acting officers as may be necessary during the temporary absence or disability of regular officers.
4.05 Resignation
Any officer may resign by submitting a written resignation at a meeting of the Board of Trustees or by mailing such resignation to the Auxiliary at its principle office, and thereupon such resignation shall become effective forthwith without need of any acceptance, unless otherwise specified therein.
4.06 Removal
Any officer may be removed with or without cause by a majority vote of the members at any annual or special meeting of the members duly called for that purpose. Written notice that an individual is being considered for removal shall be given to the members at least seven (7) day prior to the meeting at which the name of the Individual is to be presented for removal. Any officer whose removal has been proposed shall be given an opportunity to be heard at the meeting at which his or her removal is to be considered. A successor officer may thereupon be elected to fill the vacancy thus created.
4.07 Compensation
Officers shall not be compensated for services provided to the Auxiliary in their capacities as officers. Officers may be compensated for the reasonable value of any other services authorized by and provided to the Auxiliary. Officers may be reimbursed for actual expenses incurred by them in the performance of their duties when such expenses are appropriately documented by receipts or other evidence of payment.
4.08 Duties of the President
The President shall exercise supervision over other officers and the business of the Auxiliary. The President shall reside at all meetings of the members and the Board of Trustees; appoint members of all committee (except for the executive committee) and be an ex officio member of all committees except for the Nominating Committee; enforce the observance of the Constitution, Bylaws and rules of the Auxiliary; fill vacancies in any office; and purpose and recommend action beneficial to the interests and welfare of the Auxiliary and its members. In addition, the president shall have such additional powers and duties as the members may, from time to time, prescribe.
4.09 Duties of the President-Elect
In the Absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. The President-Elect shall succeed to the office of President after serving all or part of a term as President-Elect. The President-Elect shall perform such other duties as may be assigned by the President or the Board of Trustees.
4.10 Duties of the Secretary
The Secretary shall keep a record of all the proceeding of meetings of the members and of the Trustees, and be the custodial of all other books and records of the Corporation except those maintained by the other officers and as the otherwise required by the Board of Trustees. The Secretary shall perform such other duties as may be assigned by the President of the Board of Trustees.
4.06 Duties of the Treasure
The Treasure shall file all reports and tax returns, receive and safely keep all money, bills notes, securities, deeds, leases, mortgages and similar property belonging to the Auxiliary, unless the authority to invest such property has been delegates under Article IX hereof, and shall deal with or disburse the same as directed by the President or Board of Trustees; keep an accurate account of the finances and business of the Auxiliary, including accounts of its assets, liabilities, receipts and disbursements, together with such other accounts as may be required and hold the sane open for inspection and examination by the members; submit annual fiscal yearend financial statements, including balance sheets and statements of operations; upon the expiration of the term of office, deliver all books, papers, money and other duties as may be required by law, the Articles or the Constitution or any by-laws which the members may adopt or as otherwise assigned by the President or the Board of Trustees.
ARTICLE V
BOARD OF TRUSTEES
5.01 Authority
Except when the law, the Articles or this Constitution otherwise provide, all of the Auxiliary’s authority shall be vested in and exercised by the Board of Trustees.
5.02 Composition
The Board of Trustees shall be composed of the President, President-Elect, Secretary and Treasurer, Immediate Past-President, as well as the chairs of all standing committees of the Auxiliary, and all District Representatives from the district of the Ohio Veterinary Medical Association.
5.03 Resignation
Any Board of Trustees member may resign by submitting a written resignation at a meeting of the Board or by mailing such resignation to the Auxiliary at its principal office, and thereupon such resignation shall become effective without need of any acceptance unless otherwise specified therein.
5.04 Removal of Trustees
Any Board of Trustees member may be removed with or without cause by a majority vote of the members. Written notice that an individual is being considered for removal shall be given to the members at least seven (7) days prior to the date of the meeting at which the name of said individual is to be presented for removal. Any trustee whose removal has been proposed shall be given an opportunity to be heard at the meeting at which his or her removal is considered. A successor may thereupon be appointed by the President of the Auxiliary to fill the vacancy.
5.05 Vacancies
Vacancies in the Board of Trustees shall be filled by the President of the Auxiliary. Each person appointed to fill and unexpired term shall only serve to the unexpired portion of the term unless re-elected or re-appointed.
5.06 Meetings
(a) The Board of Trustees shall hold such meetings as may from time to time be called by the President of the Auxiliary, who shall act as chair of the Board of Trustees, or by any five (5) Board of Trustees members but, in any event, no less frequently than four (4) times per year.
(b) Meetings of the trustees may be held through any telecommunications equipment or other electronic media, if all persons participating can hear and speak to each other, and participation in a meeting pursuant to this provision shall constitute presence at such meeting.
(c) A trustee shall not be permitted to participate by proxy.
(d) Special meetings of the Board of Trustees may be called by the President and, upon the written request of at least five (5) Board of Trustees members, shall be called by the President.
5.07 Place of Meetings
Meetings of the Board of Trustees shall be held at the principle office of the Ohio Veterinary Medical Association or such other place in the State of Ohio
5.08 Notice of Meetings
Notice of the time and place of each meeting of the trustees, for which such notice is required by law, shall be given to each of the Board of Trustee members by mail or telephone at least three (3) days prior to the meeting. The notice need not specify the purpose of the meeting. A notice of any meeting of the Board of Trustees member may be given by the President, the Secretary, or their agents.
5.09 Waiver of Notice
Notice of any meeting of the Board of Trustees may be waived in writing either before or after the holding of such meeting, by any Board of Trustees member, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Board of Trustees member at any meeting without protesting the lack of proper notice either prior to or at the commencement of the meeting shall be deemed to be a waiver of notice of such meeting.
5.10 Quorum
A majority of the Board of Trustees in attendance shall constitute a quorum for a meeting of the Board of Trustees. The act of a majority of those present and voting at a meeting at which a quorum is present shall be the act of the Board of Trustees except as otherwise provided by the law, the Articles, or this constitution.
5.11 Action by Written Consent
The Board of Trustees may authorize actions without a meeting by means of a writing or writings signed by all the Board of Trustees.
5.12 Compensation
Trustees shall not be compensated for services provided to the Auxiliary in their capacity as Trustees. Trustees may be compensated for the reasonable value of any other services provided to the Auxiliary. Trustees may be reimbursed for actual expenses incurred by them in the performance of their duties when such expenses are appropriately documented or other evidence of payment.
ARTICLE VI
COMMITTEES
6.01 Executive Committee
The President, President-Elect, the Secretary and the Treasurer of the Auxiliary shall constitute the Executive Committee and as such, may exercise all authority of the Board of Trustees. The Executive Committee shall serve at the pleasure of the Trustees, shall act only in the intervals between meetings of the Trustees, and shall be subject to the control and direction of the Trustees. The Executive Committee may act by a majority of its members at a meeting or by a writing signed by all of its members. Any act or authorization of an act by the Executive Committee within the authority delegated to it shall be as effective for all purpose as the act or authorization of the Trustees. A meeting of the Executive Committee may be called by the President or by a member of the Executive Committee.
6.02 Standing Committees
The following Standing Committees are created:
Financial Review
Membership
Historian/Life Members
Nominating
Parliamentarian
Scholarship & Student Loan
New Standing Committees may only be created, and existing Standing Committees may only be terminated, by amending this constitution. The members of the Standing Committees shall be appointed by the President. The Standing Committees shall have such duties and responsibilities as may from time to time be assigned by the Board of Trustees.
6.03 Special Committees
The President, with the approval of the Board of Trustees, may initiate Special Committees to carry out specific activities on behalf of the Auxiliary. The members of Special Committees shall be appointed by the President. These committees may be terminated if the Board of Trustees determines that they are no longer necessary. At the time of the adoption of the Constitution, the only existing Special Committee are the Scholarship Committee and the Student Loan Fund Committee.
6.04 Other Committees
The President, with the approval of the Board of Trustees, may initiate and terminate such other committees as may from time to time be necessary. The members of these committees shall be appointed by the President.
ARTICLE VII
MANAGEMENT
7.01 Fiscal Year
The Fiscal Year of the Auxiliary shall end on the last day of January in each year, or on such other date as may be fixed from time to time by the Board of Trustees.
7.02 Execution of Auxiliary Documents
With the prior authorization of the Board of Trustees, all notes, contracts and other documents of every kind shall be executed on behalf of the Auxiliary by the President or in case of the President’s incapacity by the President-Elect. All checks shall be executed on behalf of the Auxiliary by any persons authorized by the Board of Trustees.
7.03 Procedure
Roberts Rule of Procedure, Newly revised, shall govern the proceedings of all meetings of the Board of Trustees and the members to the extent that such rules do not conflict worth applicable law, the Articles, this Constitution or the Bylaws.
ARTICLE VIII
ACCEPTANCE OF GIFTS, DEVISES AND BEQUESTS
8.01 Acceptance
The Board of Trustees is authorized to accept gifts, devises and bequest from donors for the purpose of the Auxiliary. Donors may express a desire in the instrument making gift, devise or bequest, that such gift, devise or bequest be used for a particular purposes of the Auxiliary, and the Board of Trustees may accept a gift, devise or bequest subject to such restriction and shall honor such restriction subject to the next paragraph hereof.
8.02 Right to Change specified purpose
If and when the Board of Trustees determines that the conditions have so changed since the execution of the instrument making gift, devise or bequest, that compliance with the desires expressed therein is unnecessary, incapable of fulfillment, or inconsistent with the purposes of the Auxiliary, then the Board of Trustees may apply the income and principle of the gift, devise or bequest to those purposes which it determines, in its discretion, will most effectively accomplish the purpose of the Auxiliary.
8.03 Adoption by Donors
By making a gift, devise or bequest to the Auxiliary, the donor agrees, for the donor and all persons claiming from, by, through and under him, her or it, to be bound by the terms of the Article VIII, including amendments.
ARTICLE IX
INVESTMENTS
9.01 Investment Authority
The parties shall exercise all power and authority which the Auxiliary has under the laws of Ohio
ARTICLE X
IMDEMNIFICATION AND INSURANCE
10.01 Indemnification
The Auxiliary shall indemnify all officers, trustees, employees, agents or volunteers in accordance with the provisions of Section 1702.12 if the Ohio Revised Code, as it may be amended from time to time.
10.02 Insurance
The Auxiliary may purchase and maintain insurance or furnish similar protection, including but not unlimited to trust funds, letters of credit or self-insurance, on behalf of or for any person who is or was a trustee, officer, employee, agent or volunteer of the Auxiliary, or is or was serving the request of the Auxiliary as a director, trustee, fiduciary, officer, employee, partner, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred him in any such capacity, or arising out of his status as such weather or not the Auxiliary would have the power to indemnify him against such liability under the provisions of this Article X. Insurance may be purchased from or maintained with a person in which the Auxiliary has a financial interest.
ARTICLE XI
CONFLICTS OF INTEREST
The “Conflict of Interest Policy” of the Auxiliary as set forth in this Article XI shall apply to any business dealings, financial relationship, transaction or arrangement (a “Transaction”) between the Auxiliary and an “interested person”
11.01 Definitions
(a.) “Interested Person”. For purpose of this Conflict of Interest Policy, an “interested person” means a trustee, the President, President-Elect, Secretary or Treasurer of any other officer of the Auxiliary or any member of a committee of the Auxiliary which enjoys board delegated powers and who has a direct or indirect “financial interest” with respect to the Foundation.
(b.) “Financial Interest”. For purpose of this Conflict of Interest Policy, a “financial interest” shall exist if a person has, directly or indirectly, through business dealings, investments, family relationships of otherwise:
(i.) An ownership or investment interest in any entity with which the Auxiliary has business dealings, or with which the Auxiliary has entered into or proposes to enter into any “Transaction”; or
(ii.) A compensation arrangement with the Auxiliary or with any entity or individual with which the Auxiliary has business dealings or has entered into or purpose to enter into any “Transaction”; any
(iii.) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Auxiliary is negotiating business dealings.
(c.) “Compensation”. For Purpose of this Conflict of Interest Policy, “compensation” includes direct and indirect remuneration, gifts or favors which are substantial in nature.
11.02 Conflicts and Interested Policy
The Conflict of Interested Policy of the Auxiliary is as follows:
(a.) Each interested person shall disclose to the Board of Trustees any financial interest of such interested person and all material facts relating thereto.
(b.) With the interested person excused from such deliberations, the Board of Trustees shall determine whether the financial interest of the interested person constitutes a conflict of interest requiring that further steps be taken by the Board of Trustees with respect to any deliberations or decisions concerning matters related to such conflict of interest. The interested person may not participate in such deliberations of the Board of Trustees or vote on any matter arising from such deliberations.
(c.) If it is determined that the information disclosed by the interested person concerning a financial interest constitutes a conflict of interest on the part of such interested person, the following procedures shall apply:
(i.) The interested person shall not participate in any meeting or portion of a meeting, discussion, deliberations or votes concerning the transaction, circumstances or matters giving rise to the conflict of interest or otherwise related to financial interested disclosed;
(ii.) If appropriate, a committee of non- interested trustee may be appointed to investigate alternatives to any proposed transaction involving a conflict of interest;
(iii.) If it is determined after exercise of due diligence that the transaction or other circumstances or matter giving arise to a conflict of interest, is or are
(A.) In the best interest of the Auxiliary
(B.) For the benefit of the Auxiliary
(C.) Fair and reasonable to the Auxiliary, and
(D.) That the Auxiliary cannot obtain a more advantageous arrangement or circumstances with reasonable efforts under all facts and circumstances as then known to the Trustees,
(iv.) The transaction may be approved by a majority vote of non interested trustees eligible to vote on such matter.
(d.) In order to protect the Auxiliary’s best interests, appropriate disciplinary action shall be taken with respect to any Interested Person who violates this Conflict of Interested Policy; such disciplinary action need not necessarily be but may include expulsion from the Board of Trustees or similar action.
(e.) The Auxiliary shall keep detailed records relating to any disclosure of a financial interest and/or a conflict of interest. Accordingly, minutes of the meetings of the Board of Trustees and all committees with the board delegated powers should include:
(i.) The names of persons who disclosure a financial interest, the nature of the financial interest and whether the Board of Trustees determined that there was a conflict;
(ii.) the names of the person who were present for discussion and votes relating to the Transaction, circumstances or matters creating or giving rise to such financial interest or conflict of interest, the content of such discussion, including particularly any alternatives to any proposed Transaction; and
(iii.) A record of any votes taken with respect to the foregoing matters.
(f.) The Auxiliary shall institute procedures to insure that this Conflict of Interest Policy is distributed to all trustees and officers of the Auxiliary and members of any committee of the Auxiliary with board delegated powers. The Auxiliary may require each such person to sign an annual statement that such person:
(i.) Received a copy of the Conflict of Interest Policy;
(ii.) Has read and understands the Conflict of Interest Policy;
(iii.) Agrees to comply with the Conflict of Interest Policy;
(iv.) Understands that the Conflict of Interest Policy applies to all committees and subcommittees having board delegated powers; and
(v.) Understands that the Auxiliary is a 501(c) (3) organization and that in order to maintain its tax-exempt status it must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes.
(g.) The Auxiliary may institute procedures for applying the Conflict of Interest Policy to a compensation committee. Such procedures shall include restrictions barring persons who receive, directly or indirectly, compensation from the Auxiliary, for services as an employee, an independent contractor or otherwise, from membership on any compensation committee.
11.03 Review of Corporate Activities
In Furtherance of the Conflict of Interest Policy, the Board of Trustees may cause a periodic review of the activities of the Auxiliary to insure that all activities of the Auxiliary are in furtherance of the tax-exempt purposes and that such activities do not result in private inurnment of impermissible private benefit to private interest. In reviewing the activities of the Auxiliary, the Board of Trustees shall pay particular attention to:
(a.) Whether compensation arrangements and benefits provided to employees and/or independent contractors are reasonable and the result of arms length negotiations;
(b.) whether any Transactions entered into by the Auxiliary result in private inurnment or impermissible benefits;
(c.) whether any partnership, joint venture or similar arrangements reflect reasonable payments for goods or services, further the exempt purpose of the Auxiliary, and do not result in private inurnment or private benefit; and
(d.) Whether all other activities, agreements or undertakings of the Auxiliary are in furtherance of the Auxiliary’s exempt of the members.
ARTICLE XII
AMENDMENTS
12.01 Amendments
This constitution may be amended at anytime by a vote of two-thirds (2/3) of the members present and voting at any meeting of the members.
BYLAWS
OF THE
AUXILIARY TO THE OHIO
ARTICLE I
MEMBERSHIP
1.01 Active Member
An active member is one who meets the requirements set forth in Article II of the Constitution and whose dues are paid current.
1.02 Life Member
A member who has been a member for at least ten (10) years and who is the spouse of a Life Member of the Ohio Veterinary Medical Association, or a member who becomes the widow or widower of a veterinarian who was a current member of the Ohio Veterinary Medical Association at the time of death, with application to the Board of Trustees may be accepted as a Life Member. Life Members are exempt from paying dues.
1.03 Complimentary Membership
Complimentary membership shall be granted to the spouse of the graduating seniors of the College of Veterinary Medicine Ohio State University , and to spouses of graduating seniors of other veterinary colleges who are establishing residency in Ohio
1.04 Associate Member
Spouses of Associate Members of the Ohio Veterinary Medical Association are eligible for membership in the Auxiliary.
ARTICLE II
DUES
2.01 Dues
Annual dues shall be $20.00
2.02 Termination of Membership
Any member whose dues are three (3) years in arrears shall be automatically dropped, but may reinstated upon request, provided approval is given by the Board of Trustees and all unpaid dues are paid in full.
ARTICLE II
FINANCIAL REVIEW
3.01 Financial Review
The books and finances of the Auxiliary shall be subject to review annually as the Board of Trustees determines, and the findings shall be reported to the Board of Trustees.
3.02 Records Retention
Materials of the Trustees, not including the card files on membership and the ledgers of receipts and disbursements, shall be kept no longer than seven (7) years. Materials to be destroyed after that time include correspondence, cancelled checks and miscellaneous receipts.
ARTICLE IV
ADMENDMENTS
4.01 Amendments
These Bylaws may be amended at any time by two-thirds (2/3) vote of the members present at a meeting of the Board of Trustees.
Constitution revised 2.21.2011
AUXILIARY TO THE OHIO
RULES
RULE NO. DATE ADOPTED RULE
C4.02.01 02.25.2000 Officers shall maintain membership in good
standing in the Auxiliary to the Ohio Veterinary
Medical Association during their term of office.
C4.02.02 02.25.2000 Officers shall maintain membership in good
standing in the Auxiliary to the American
Veterinary Medical Association during their
terms of office. If an officer is not a member
at the time of election, that officer shall apply
for membership within 30 days of election. This
rule permits the Auxiliary to the O.V.M.A. to
meet an Auxiliary to the A.V.M.A. Achievement
standard.
C6.03.01 02.25.2000 The following Special Committees are
established: Hospitality Booth, Local
Arrangements, Marketplace of States
(AAVMA), National Pet Week, Public
Relations, Remembrance, Science Fair,
Silent Auction, Special Projects, State 4H
and Liaison to the Student Chapter of the
American Veterinary Medical Association
Auxiliary.
C7.02.01 02.25.2000 Checks shall be executed on behalf of the
Auxiliary by the Treasurer and, if the Treasurer
is not available, by the President.
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