Constitution and By-Laws

Constitution and By-Laws of the Alabama Veterinary Technician Association

CONSTITUTION
Article I – Name
The Association shall be known as the “Alabama Veterinary Technician Association”, hereafter referred to as the Association.
Article II – Purpose and Objectives
Section 1.  To promote professional and educational advancement of Licensed Veterinary Technicians and veterinary support staff and by so doing, aid in the protection and improvement of public health for the state of Alabama.
Section 2.  To establish and maintain a cooperative and professional relationship with the veterinary medical profession of Alabama.
Section 3.  To enhance the knowledge and skills of Licensed Veterinary Technicians and veterinary support staff by promoting professionalism, responsibility, leadership and continuing education.
Article III – Membership
Section 1.  Full Membership: Any person licensed as a Veterinary Technician by the Alabama Board of Veterinary Medical Examiners is eligible to become a member of the Association.
Section 2.  Associate Membership: Any persons, including veterinary support staff, veterinarians, veterinary salespersons and veterinary technology students, wishing
to support and promote the association are eligible for associate membership. Associate members shall not be eligible to serve in the offices of President or Vice
President, yet retain voting privileges, serve on committees and attend all functions.
Article IV – Officers
Section 1.  The officers of the Association shall consist of a President, President – Elect, Vice President, Secretary, and Treasurer.
Section 2.  The eligibility, tenure, duties, meeting and election of Officers shall be set forth in the “By-Laws of the Association.”
Article V – Committees
Section 1.  The Association shall have such standing committees as may be specified by the By-Laws of the Association and such ad hoc committees as may be specified as needed by the Executive Committee.
Section 2.  The President with the consent of the Executive Committee shall regularly appoint the Chairpersons of all committees except as otherwise provided in the By-Laws of the Association.
Section 3.  The officers along with the Executive Secretary, Liaison, Veterinary Technology  Student Liaison and District representatives shall compose the Executive Committee.
Article VI – Amendments
Section 1.  The constitution may be amended by a majority vote of the association members in attendance at a meeting of the Association, provided that the proposed
amendment shall first have been proposed in writing to the association.
Section 2.  Each member of the Association shall be notified of the proposed amendment(s) 30 days prior to the next scheduled meeting at which the vote upon said proposed amendment(s) is so taken.
Section 3.  Adoption of amendments will take place at a scheduled meeting and become effective at the close of that particular meeting unless otherwise indicated.
Article VII – By-Laws
The By-Laws of the Association shall appear following the last article of the Constitution, and shall be proposed, passed, amended and adopted as stated in Article VI, Sections 1, 2 and 3 of the Constitution of the Association.

 

BYLAWS OF ALABAMA VETERINARY TECHNICIAN ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION OF ASSOCIATION

Name. The name of this nonprofit corporation is “Alabama Veterinary Technician

Principal Office. The principal office of the Association shall be located in the

Section 1. Association, Inc.” (the “Association”).

Section 2. State of Alabama.

Section 3. Other Offices. The Association may also have offices at such other places within

and without the State of Alabama as the Board of Directors may designate from time to time.

Section 4. Registered Agent. The Association shall have and continuously maintain in the

State of Alabama a registered office, and a registered agent whose office is identical with such registered

office, as required by the Alabama Nonprofit Corporation Act. The registered office may, but need not, be

identical with the principal office in the State of Alabama, and the registered agent and the address of the

registered office may be changed from time to time by the Board of Directors.

ARTICLE II

PURPOSE

Section 1. General Purposes. The Association is organized and shall be exclusively operated

as an Alabama nonprofit corporation only for purposes allowed under Section 501(c)(6) of the Internal

Revenue Code and the regulations promulgated thereunder, including the corresponding provisions of any

subsequent federal tax law, as said Code and regulations now exist or as they may hereafter be amended.

Section 2. Specific Purposes. The purposes of the Association are as stated in Article IV of

its Articles of Incorporation (the “Articles of Incorporation”).

ARTICLE III

MEMBERSHIP

Section 1. Membership Types.

(a) Credentialed Member. A Credentialed Member is any individual member who is

certified, licensed or registered as a veterinary technician or veterinary nurse in State of Alabama.

(b) Student Member. A Student Member is any individual member enrolled in any

AVMA-accredited (or, with approval of the Board of Directors, any AVMA-accreditation seeking)

veterinary technology or veterinary nursing education program.

(c) Associate Member. An Associate Member is any individual member not meeting

the requirements of a Credentialed Member or Student Member.Section 2. Application and Admission. All potential members shall submit an application for

membership to the Executive Committee on forms provided by the Association. If approved, the applicant

shall become a member of the Association upon the payment of annual dues. The Board of Directors shall

maintain established minimum standards consistent with the laws of the State of Alabama and the purposes

of this Association as a condition of membership.

Section 3. Dues and Fees; Exemptions. Dues for membership shall be due and payable

annually. Members shall be considered delinquent if dues or assessments are not paid within thirty (30)

days of the beginning of the fiscal year or from the date of the initial assessment, whichever is sooner. The

Executive Committee shall establish the dues rates for each membership category, as well as the time

period covered by those dues rates. The Executive Committee may impose special financial assessments

on the members as deemed necessary. The Executive Committee may, upon petition from a member,

reduce or eliminate a member’s dues or assessment. All members of the Executive Committee that actively

participate in the planning, preparation and execution of the Annual Meeting shall be exempt from the

payment of dues and fees to the Association.

Section 4. Revocation. If, in the opinion of the Executive Committee, a member of the

Association is believed to have participated in activities which are not in the best interests of the profession

and/or the Association, said member shall be notified in writing of this belief and invited to a hearing

before the Executive Committee. After such hearing, the Executive Committee shall determine if any

penalty shall be imposed on the member, up to and including expulsion from membership.

Section 5. Reinstatement. Upon written request signed by an expelled member, the Executive

Committee, by the affirmative vote of two-thirds of the Executive Committee present at a meeting at

which a quorum is present, may reinstate an expelled member to membership upon such terms as the

Executive Committee may deem appropriate.

Section 6. Meetings; Quorum. The annual meeting of the members of the Association (the

“Annual Meeting”) shall be held at such time and place as may be designated by the Board of Directors

for the election of Directors and such other business as may properly come before the Association. A

special meeting of the members of the Association may be called at any time by the Board of Directors to

conduct only such business as specified in the notice of such special meeting. Notice of any Annual

Meeting or special meeting shall be given to all members of record (which shall include notice by

electronic means) no fewer than thirty (30) days prior to the date of such meeting. At the discretion of the

Board of Directors, meetings may be conducted in their entirety or in hybrid format via teleconference or

a web-based conferencing platform, and any member participating in any meeting by such remote means

is deemed to be present in person at such meeting. A majority of the voting members of the Association at

any meeting shall constitute a quorum.

Section 7. Voting. Only Credentialed Members in good standing may vote on any matter

presented to the Association, and each Credentialed Member shall be entitled to one (1) vote on each

matter so presented. No proxy voting or cumulative voting shall be permitted. For the election of Directors,

if the number of candidates on the ballot equals the number of open seats on the Board of Directors and

there are no contested positions, there shall be no requirement to send ballots to the membership for voting.

In such case, the membership shall be informed of the uncontested election, and such candidates shall bedeemed elected to their respective positions. If there is more than one candidate for any position, the Board

of Directors shall send by any means (including electronic survey) ballots for the election to all

Credentialed Members in good standing as of the date of mailing or delivery with instructions therewith

for the casting of such ballots (including a deadline for their submission). The candidate(s) receiving the

highest number of valid votes cast shall be elected to their respective positions. A ballot shall be deemed

invalid and not counted if it contains more votes for candidates than the number of positions to be filled,

or if it is received later than the deadline for submission. In the event of a tie, the current Board of Directors

shall determine the winner, with the vote of the Board of Directors being final and binding.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Association shall be managed by

its board of directors (collectively, the “Board of Directors” and individually a “Director”), which shall

have full charge, control and management of the property, affairs and funds of the Association, and may

exercise all such powers of the Association as are not by prohibited by law, the Articles of Incorporation

or these Bylaws.

Section 2. Composition. The Board of Directors shall consist of the President, President-

Elect, Vice President, Secretary and Treasurer, and up to five (5) additional Directors elected to serve at-

large. The maximum number of at-large Directors may be increased or decreased by resolution of the

Board of Directors at any meeting thereof, subject to any limitation on the number of Directors as provided

by law or the Articles of Incorporation. The immediate past President shall serve as a non-voting advisor

to the Board of Directors.

Section 3. Qualification & Election; Term. Any Credentialed Member in good standing is

eligible for election or appointment to Board of Directors provided such Credentialed Member meets the

eligibility requirements set forth herein and any other requirements set forth by the Board of Directors.

All Credentialed Members in elected or appointed positions must remain in good standing with dues fully

paid throughout the entirety of their terms. Notwithstanding anything herein to the contrary, the failure to

pay dues is cause for the immediate removal of any Credentialed Member from his or her elected or

appointed position. All Directors (including Directors serving as Officers) shall be elected by the members

at the Annual Meeting as follows:

(a) The President-Elect shall be elected biannually and shall take office at the

conclusion of the exiting President’s term. The President-Elect shall automatically assume the

office of President without the need for a vote of the members.

(b) The Vice President, Secretary, Treasurer and any at-large Directors shall be elected

biannually and shall take office the following the conclusion of the exiting officers’ term.

(c) No Director shall serve more than two (2) consecutive terms in the same office;

provided, however, that (i) term of the President-Elect shall be extended as necessary to permit the

completion of a full two (2) year term as President.(d) In the event of an emergency that would prevent holding the Annual Meeting in any

given year, the Directors then serving will continue in office until their successors are duly elected

and qualified.

Section 4. Resignation; Vacancies. Any Director may resign at any time by giving written

notice to the President. Any vacancies occurring due to death, resignation, removal, disqualification or an

increase in the authorized number of Directors shall be filled until the next meeting of the Association by

majority vote of the remaining members of the Board of Directors, except that a vacancy in the office of

President shall be filled automatically by the Vice President, and the resulting vacancy in the office of

Vice President shall be filled by majority vote of the remaining members of the Board of Directors.

Section 5. Removal; Attendance. Any Director may be removed at any time by a two-thirds

vote of the Board of Directors, exclusive of the individual subject to removal, for any one of the following

reasons: (i) missing three (3) or more scheduled meetings of the Association or Board of Directors within

a calendar year; (ii) the refusal or inability for any reason to perform the duties of his/her office; (iii) the

misuse of her/his office to obtain personal, financial or material gain; or (iv) any misconduct that is in

violation of the Alabama Veterinary Practice Act or charges of unprofessional conduct.

Section 6. Meetings; Quorum and Voting. Regular and special meetings of the Board of

Directors shall be held at such times and locations as determined by the President; provided, however, that

the Board of Directors shall hold at least one (1) regular meeting per year. Meetings may be conducted

via teleconference or other type of web-based conferencing platform, and any Director participating in a

meeting by such remote means is deemed to be present in person at such meeting. A majority of the voting

members of the Board of Directors at any meeting shall constitute a quorum, and no official business of

the Association shall be conducted without a quorum. Except as otherwise provided in the Articles of

Incorporation, these Bylaws or applicable law, each Director shall be entitled to one (1) vote on each

matter presented before the Board of Directors.

Section 7. Notice. Notice of meetings of the Board of Directors, both regular and special,

shall be given not less than two (2) days in advance of said meeting. Such notice may be given by mail,

email, telephone or in person. If mailed, such notice shall be deemed to be delivered when deposited in

the United States mail so addressed, with postage thereon prepaid. If given by email, such notice shall

be deemed delivered when sent.

Section 8. Waiver of Notice. Any Director may waive notice of any meeting. The attendance

of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director

attends a meeting for the express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened. A Director may also waive notice by signing a written waiver

either before or after the meeting. The business to be transacted at, or the purpose of, any regular or special

meeting of the Board of Directors need not be specified in the notice of such meeting.

Section 9. Procedure. The Board of Directors may adopt any rules or procedures for its

meetings, so long as such rules and procedures are not inconsistent with the Certificate of Incorporation,

these Bylaws or applicable law.

Section 10. Action Without Meeting. The Board of Directors may take any action it would

otherwise take at a meeting by obtaining the unanimous written consent (including consent given by

electronic means) of all the Directors entitled to vote with respect to such action. Such action will have

like force and effect, as if it had been duly adopted and taken at a duly called meeting of the Board of

Directors with all Directors present.

Section 11. Compensation. No Director will receive salaries or other compensation for his or

her services as a Director; provided, however, that a Director may be reimbursed for expenses incurred in

attending to duties authorized by or in accordance with these Bylaws upon the adoption of a resolution so

providing by the Board of Directors. Notwithstanding the foregoing, nothing in these Bylaws will be

construed to preclude any Director from serving the Association in any other capacity and receiving

compensation therefore.

ARTICLE V

OFFICERS

Section 1. Election, Appointment, and Term. Pursuant to Article IV hereof, the members of

the Association shall elect certain Directors to serve in the offices of President, President-Elect, Vice

President, Secretary and Treasurer (collectively, the “Officers”).

Section 2. Powers and Duties of the President. The President shall have all authority as the

chief elected Officer of the Association, subject to the Certificate of Incorporation and these Bylaws, and

shall represent the Association in all matters. The President shall coordinate the agenda, give notice of the

date time and place of the meeting, and preside at all meetings of the Board of Directors. The President

shall have the power to break any voting ties of the Board of Directors. The President shall oversee the

Executive Committee and appoint chairpersons for all standing and ad hoc committees with the approval

of the Executive Committee. The President shall exercise all other powers and perform all other duties

reasonably related to the office of President, or as may be assigned or prescribed by the Board of Directors.

Section 3. Powers and Duties of the President-Elect. The President-Elect shall serve as a

voting member of the Executive Committee during the two (2) years prior to assuming office as President

and shall perform such other duties as may be assigned or prescribed by the Board of Directors. Upon the

conclusion of the term as President-Elect, such person shall automatically succeed to the office of

President.

Section 4. Powers and Duties of the Vice President. The Vice President shall generally assist

the President and shall preside at all meetings in the absence of the President. The Vice President shall

outline the purpose and duties of all committees (other than the Executive Committee) and shall monitor

their affairs and progress. The Vice President shall oversee the committee in charge of planning the Annual

Meeting. The Vice President shall exercise all other powers and perform all other duties reasonably related

to the office of Vice President, or as may be assigned or prescribed by the Board of Directors.

Section 5. Powers and Duties of the Secretary. The Secretary shall (i) be the ex officio

secretary of the Board of Directors, responsible for keeping minutes and accurate records of all meetings;

(ii) have charge of all Association records, including the names and addresses of all members, copies of

all financial reports (including audit results), and copies of all correspondence and other records ofhistorical significance to the Association; (iii) give and serve to the Board of Directors all notices required

by these Bylaws; and (iv) exercise all other powers and perform all other duties reasonably related to the

office of Secretary, or as may be assigned or prescribed by the Board of Directors.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall (i) have the care and

custody of and be responsible for all the funds, securities, evidences of indebtedness and other valuable

documents of the Association; (ii) deposit all such funds in the name of the Association in such banks,

trust companies or other depositaries, or in such safe deposit vaults, as the Board of Directors may

designate; (iii) subject to these Bylaws, the Certificate of Incorporation and the direction of the Board of

Directors, sign, make or endorse in the name of the Association, all checks, notes, drafts, bills of exchange,

acceptances and other instruments for the payment of money; (iv) make a full financial report regarding

the financial condition of the Association to the Board of Directors and at the Annual Meeting; (v) make

such additional reports as the Board of Directors may request from time to time regarding the financial

condition of the Association and other matters within the scope of the Treasurer’s knowledge or authority;

(vi) keep at the office of the Association full and accurate books of account of all the business and

transactions and such other books of account of the Association as the Board of Directors may require and

provide copies of such books of account to any Director upon such reasonable Director’s request therefor;

and (vii) exercise all other powers and perform all other duties reasonably related to the office of Treasurer,

or as may be assigned or prescribed by the Board of Directors.

ARTICLE VI

COMMITTEES, LIAISONS AND REPRESENTATIVES

Section 1. Executive Committee. The Executive Committee shall consist of the President,

President-Elect, Vice President, Secretary and Treasurer. In addition to the powers granted by these

Bylaws, the Executive Committee shall generally advise and assist the President in conducting the affairs

of the Association, and its duties shall include, but not be limited to, public relations, membership

recruitment, continuing education and the formation and maintenance of the Nominating Committee. The

President shall serve as chairman of the Executive Committee. The Executive Committee shall keep

regular minutes of its meetings and report the same to the Board of Directors when required. It shall be

mandatory for all members of the Executive Committee to participate in the planning, preparation and

execution of the Annual Meeting.

Notwithstanding the foregoing, the Executive Committee shall not have, under any circumstance,

the authority to: (i) amend the Certificate of Incorporation or adopt a plan of merger or consolidation with

any other organization; (ii) authorize the sale, lease, exchange, mortgage, pledge or other disposition of

all or substantially all of the property and assets of the Association other than in the usual and regular

course of its business; (iii) authorize the voluntary dissolution of the Association or the revocation thereof;

(iv) amend, alter, or repeal the Bylaws of the Association; (v) elect or remove Directors and Officers of

the Association or members of the Executive Committee; (vi) fix the compensation (if any) of any member

of the Executive Committee; or (vii) amend, alter or repeal any resolution of the Board of Directors unless

by its terms such resolution states that it may be amended, altered or repealed by the Executive Committee.

The designation of the Executive Committee and the delegation thereto of authority will not operate to

relieve the Board of Directors of any responsibility imposed upon them by these Bylaws, the Certificate

of Incorporation or applicable law.

Section 2. Nominating Committee. The Nominating Committee shall consist of members

(who need not be a Director or Officer) appointed by the Board of Directors who shall be tasked with

nominating and forming a list of those persons willing to hold office in the Association. The Nominating

Committee shall inform the Board of Directors of its list of nominees for each open position and present

the same to the Association at least thirty (30) days prior to the Annual Meeting. The President shall

appoint the chairperson of the Nominating Committee with the approval of the Executive Committee.

Section 3. Additional Committees. Without limiting the foregoing with regard to the

Executive Committee and Nominating Committee, the Board of Directors may create one or more other

committees to advise the Board of Directors for such time and with respect to such matters as the resolution

or resolutions that create such committee(s) shall provide. In the event the Board of Directors creates a

committee (other than the Executive Committee and Nominating Committee), and subject to applicable

law, the size and composition of such committee shall be as determined by the Board of Directors. The

President shall serve as an ex-officio member of all such committees. The creation of any committee and

delegation thereto of authority will not operate to relieve the Board of Directors of any responsibility

imposed upon them by these Bylaws, the Certificate of Incorporation or applicable law. Each committee

shall keep regular minutes of its meetings and make such reports to the Board of Directors as the Board

of Directors may require from time to time. Any Student Member or Associate Member may, at the

discretion of the Board of Directors, be considered for appointment to a committee, but shall only serve

in a non-voting, advisory capacity.

Section 4. Association Liaison. The Executive Committee may appoint one or more members

(who need not be a Director or Officer) to serve as Association Liaison to provide communication between

the Association and other entities, including, but not limited to, ALVMA, ASBVME and NAVTA. Any

Association Liaison shall be reimbursed for all reasonable, pre-approved expenses incurred while

performing the duties assigned by the Executive Committee. An Association Liaison may, as invited,

attend meetings of the Executive Committee and/or Board of Directors but shall not exercise a vote in any

decisions thereof.

Section 5. Veterinary Technology Student Liaison. The Executive Committee may appoint

one or more members (who need not be a Director or Officer) to serve as a Veterinary Technology Student

Liaison to provide communication between the Association and the veterinary technology student body.

Any Veterinary Technology Student Liaison shall be reimbursed for all reasonable, pre-approved expenses

incurred while performing the duties assigned by the Executive Committee. Any Veterinary Technology

Student Liaison may, as invited, attend meetings of the Executive Committee and/or Board of Directors

but shall not exercise a vote in any decisions thereof. Each Veterinary Technology Student Liaison shall

submit to an annual review by the Executive Committee.

Section 6. District Representatives. The Executive Committee may appoint one or more

members (who need not be a Director or Officer) to serve as District Representatives to provide

communication between the Association, veterinary support staff, and the veterinary profession within

their respective districts. District Representatives shall be reimbursed for all reasonable, pre-approved

expenses incurred while performing the duties assigned by the Executive Committee. District

Representatives may, as invited, attend meetings of the Executive Committee and/or Board of Directors

but shall not exercise a vote in any decisions thereof.

ARTICLE VII

AMENDMENT OF BYLAWS

Section 1. Amendments. These Bylaws may be amended, modified or repealed, in whole or

in part, first upon the approval of a majority of the Board of Directors, and then upon a majority vote of

members of the Association entitled to vote in attendance at the Annual Meeting or any special meeting

of the Association called for such purpose; provided, however, that the proposed amendment(s) shall have

first been presented to the Association at least thirty (30) days prior to the date of such Annual Meeting or

special meeting of the Association called for such purpose. Any amendment(s) shall take effect at the close

of such meeting unless otherwise indicated.

ARTICLE VIII

MISCELLANEOUS

Section 1. Contracts, Etc. Subject to the other provisions of these Bylaws, the Board of

Directors may authorize one or more Officers, agents or employees of the Association to enter into any

contract or other instrument on behalf of this Association for such purposes as the Board of Directors may

provide. Except as authorized by the Board of Directors or otherwise by these Bylaws, no Officer, agent

or employee of the Association will have any power or authority to bind the Association, pledge the credit

of the Association, or otherwise render the Association liable, for any purpose or for any amount, by any

contract or engagement.

Section 2. Deposits, Checks and Drafts. All checks and drafts or funds of the Association

will be deposited from time to time to the credit of this Association in such banks, trust companies or other

depositaries as the Board of Directors may designate from time to time. The President, President-Elect

and Treasurer shall be authorized signatories on all Association accounts, together with any other persons

specifically authorized by the Board of Directors. All checks will be drawn out of the regular checkbooks

of this Association, and the amount of such check and the purpose for which it is drawn will be set forth

on the stub of each such check. All checks, notes, drafts, bills of exchange, acceptances or other orders for

the payment of money, or any evidences of the indebtedness of this Association, shall be signed by at least

one (1) authorized signatory; provided, however, (i) if the amount involved is in excess of $1,000.00, the

signature of two (2) authorized signatories shall be required, and (ii) if the payment is to or for the benefit

of any authorized signatory, such payment shall not be valid unless co-signed by another authorized

signatory.

Section 3. Revocability of Authorization. No authorization, assignment, referral or

delegation of authority by the Board of Directors to any committee, Officer, agent, or other official of the

Association, the employed staff or any other organization which is auxiliary to, associated or affiliated

with, or conducted under auspices of the Association will preclude the Board of Directors from exercising

the authority required to meet its responsibility for the conduct of the organization. The Board of Directors

will retain the right to rescind any such authorization, assignment, referral, or delegation in its sole

discretion.

Section 4. Rules. The Board of Directors may adopt, amend, or repeal rules (not inconsistent

with these Bylaws) for the management of the internal affairs of the Association and the governance of its

Officers, agents, board committees, administrative committees, employees, and visitors.Section 5. Voting by Presiding Officer. The person acting as presiding officer at any meeting

held pursuant to these Bylaws will, if a voting member thereof, be entitled to vote on the same basis as if

not acting as presiding officer.

Section 6. Articles and Other Headings. The Articles and other headings contained in these

Bylaws are for reference purposes only and will not affect the meaning or interpretation of these Bylaws.

Section 7. Powers. Except as limited by the Certificate of Incorporation or these Bylaws, the

Association shall have and exercise such powers in furtherance of its purposes as are now or may hereafter

be granted by the Alabama Nonprofit Corporation Law, the Alabama Business and Nonprofit Entity Code

and any successor to such statutes.

ADOPTED AND APPROVED this 1st day of October, 2024.