Bylaws

ARTICLES OF ASSOCIATION

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EDMONTON ASSOCIATION OF SMALL ANIMAL VETERINARIANS

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Interpretation Revised March 14, 2007
Objectives Revised March 14, 2007
Membership Revised March 14, 2007
Maintaining Membership Revised March 14, 2007
General Meetings Revised March 12, 2008
Proceedings at General meetings Revised March 11, 2009
Vote of Members Revised March 12, 2008
Powers and Duties of Directors Revised March 11, 2009
Election of Directors Revised March 11, 2009
Protection of Directors, Officers, & Others Revised March 11, 2009
Disqualification of Directors Revised March 11, 2009
Proceedings of Directors Revised March 16, 1971
Accounts Revised March 16, 1971
Audit Revised March 11, 2009
Notices Revised March 16, 1971
Business Directory Advertising Revised March 11, 2009
Amendments Revised March 12, 2008

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Article 1. INTERPRETATION

1. Bylaws relating generally to the establishment and maintenance of a listing of veterinary practitioners who are associated with the Edmonton Association of Small Animal Veterinarians (EASAV), hereinafter “members”, for the purposes and on the terms and conditions hereinafter set forth.
[March 14, 2007]

2. Table A of the Companies Act shall not apply to the Association.
[March 16, 1971]

3. In these regulations, unless the context otherwise requires, expressions defined in the Companies Act, or in any statutory modification thereof in force at the date at which these regulations become binding on the Association shall have the meanings so defined; and the words importing the singular shall include the plural, and vice versa, and the words importing the masculine gender shall include the feminine, and words importing persons shall include bodies corporate.
[March 16, 1971]

ARTICLE 2. OBJECTIVES

1.To encourage and promote the science of small animal veterinary medicine and the continuing education of small animal veterinarians in the Edmonton area.
[March 14, 2007]

2.To create a climate of better understanding within the community of the health and care of small animals, matters of public health relating thereto and the function of the small animal veterinarian.
[March 14, 2007]

3.To promote and further the professional interests of small animal veterinarians in the Edmonton area.
[March 14, 2007]

4.To purchase, acquire, acquire or take by gift, devise, bequest or donation for the objects of the society and the furtherance of its objects and to sell, mortgage, lease, gift or otherwise dispose of any real or personal property.
[March 14, 2007]

5.To enter into any arrangements with authorities municipal, local or otherwise which seem conducive to the attainment of the objects of the association or any of them, and to obtain from any such authority any rights, privileges and concessions which the association may think it desirable to obtain, and to carry out, exercise, and comply with any such arrangements, rights, privileges and concessions.
[March 14, 2007]

6.To encourage ethical conduct by its members.
[March 14, 2007]

7.To maintain open communication with, the Alberta Veterinary Medical Association.
[March 14, 2007]

Article 3. MEMBERSHIP

1. Any member in good standing of the Alberta Veterinary Medical Association, and who practices or is interested in small animal veterinary medicine may become a member of EASAV.
[March 12, 2006]

2. Members shall pay to the Association an annual subscription in an amount to be set by the Directors, and ratified by a majority vote of members in person or by proxy, at an ordinary meeting, for the following year.
[March 11, 2009]

3. The annual subscription for each calendar year shall be paid by the first day of February in that year.
[March 11, 2009]

Article 4. Maintaining Membership

1. A member who ceases to be a member of the Alberta Veterinary Medical Association shall cease to be a member of the Association. A member may withdraw from membership in the Association upon giving written notice to the Secretary. A member who becomes disqualified or withdraws shall none the less be liable for the annual subscription for the year in which the withdrawal takes effect. A membership cannot be transferred [March 16, 1971].

2. If any member has not at the year end paid his annual subscription for that year he shall thereupon cease to be a member
[March 16, 1971].

3. A member may be expelled, for a period to be determined, by a majority vote of those members present, in person or by proxy, at a general meeting of members.
[March 14, 2007]

4. Members shall adhere to the Alberta Veterinary Medical Association Code of Ethics.
[March 14, 2007]

Article 5. GENERAL MEETINGS

1. The annual general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.
[March 16, 1971]

2. Members of EASAV will convene in an ordinary meeting in the first quarter of each year within the City of Edmonton at a time and place determined by the Directors of EASAV. In default of the meeting being so held, the meeting may be convened by any two members at anytime in the same manner as nearly as possible as that in which meetings are to be convened by the directors.
[March 12, 2008]

3. The directors shall, whenever they think fit or within one month of the day on which a written requisition is received, if such requisition includes the nature of the business to be discussed and has been signed by 10% of EASAV members, convene an extraordinary meeting. If at any time there are not within the Province sufficient directors capable of acting to form a quorum, any director or any two members of the Association may convene an extraordinary meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.
[March 12, 2008]

4. A matter or a resolution may be voted upon by mail:
1.if the directors determine that any matter or resolution should be the subject of a mail-in-vote; or
2.if 10% of voting members assembled at a general meeting vote in favour of a mail-in-vote
[March 12, 2008]

Article 6. PROCEEDINGS AT GENERAL MEETINGS

1. At least fourteen days’ notice of a general meeting, exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given, specifying the place, the day, and the hour of meeting, and, in case of special business, the general nature of that business, shall be given to each member of the Association in the manner hereinafter mentioned, or in such other manner, if any, as maybe prescribed by ordinary resolution, whether previous notice of such resolution has been given or not; but the accidental omission to give notice of a meeting to, or the non-receipt of the notice by, any member shall not invalidate the proceedings of any general meeting.
[March 12, 2008]

2. A copy of the balance sheet, Treasurer’s report, and any auditors report as prescribed by these bylaws, or information on how to freely and anonymously access this information shall be sent to all members not less than fourteen days before the annual general meeting.
[March 11,2009]

3. The business considered at ordinary meetings (Annual General Meeting) may include but not be limited to:
1. Presentation and approval of minutes of all
General Meetings since the preceding Annual
General Meeting;
2. Director reports;
3. Executive Assistant’s report;
4. Retained Auditor’s report;
5. Committee reports;
6. Old Business (arising from previous AGM);
7. New business;
8. Such further and other agenda items that the Board deems appropriate or that under these Articles or the said Companies Act ought to be transacted.
9. Election of Directors
[March 11,2009]

4. Quorum shall be three members personally present who are entitled to vote in accordance with these bylaws.
[March 12, 2008]

5. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of member, shall be dissolved; in any other case it shall stand adjourned to fourteen days hence, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
[March 12, 2008]

6. The president, or in his absence, the vice-president of the Association shall preside as chairperson at every general meeting of the Association.
[March 12, 2008]

7. If at any meeting neither the president nor the vice-president is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairperson.
[March 12, 2008]

8. The chairperson, may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
[March 12, 2008]

8. At any general meeting a resolution put to the vote shall be decided on a show of hands, unless a mail-in-vote is demanded by at least one member entitled to vote, before or on the declaration of the result of the show of hands. Unless a mail-in-vote is so demanded, a declaration by the chairperson that a resolution has been carried, or carried unanimously, or lost, and an entry to that effect in the book of the proceedings of the Association shall be conclusive proof of the fact.
[March 12, 2008]

9. If a mail-in-vote is duly demanded it shall be initiated within twenty-four hours by the chairperson, and the result of the mail-in-vote shall be deemed to be the resolution of the meeting at which the mail-in-vote is demanded.
[March 12, 2008]

10. A matter or a resolution may be voted upon by mail:
1. if the directors determine that any matter or resolution should be the subject of a mail-in-vote; or
2. if 10% of the membership votes in favour of mail-in-vote.
[March 11, 2009]

11. In the case of an equality of votes, whether on a show of hands or on a mail-in-vote, the chairperson of the meeting at which the show of hands takes place, or at which the mail-in-vote is demanded, shall be entitled to a second or casting vote.
[March 12, 2008]

12. The election of a chairperson, a question of a mail-in-vote, or a question of adjournment shall be put to vote forthwith.
[March 12, 2008]

Article 7. VOTE OF MEMBERS

1. Every member shall have one vote.
1. For a show of hands, every member present is entitled to vote.
2. For a mail-in-vote, every member of the association is entitled to vote.
[March 12, 2008]

2. Proxy voting will be allowed at all general meetings as follows:
1. A voting member in good standing may act as a proxy for another voting member, and no voting member shall vote as a proxy for more than two other voting members.
2. The voting member designating a proxy must sign a handwritten letter identifying the proxy as such. The letter must be presented to the chairperson at the time of the meeting.
[March 12, 2008]

Article 8. POWERS AND DUTIES OF DIRECTORS

1. The business of the Association shall be managed by the directors, subject nevertheless to any regulation of these Articles, to the provision’s of The Companies Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not; but no regulations made by ordinary resolution shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
[March 11, 2009]

2. The directors may from time to time appoint an executive assistant for such term and at such remuneration as they think fit; but the executive assistant’s appointment shall be subject to termination at the pleasure of the directors.
[March 11, 2009]

3. The directors shall duly comply with the provisions of The Companies Act, or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of mortgages, and to filing with the Registrar an annual report, and copies of special and other resolutions and of any change in the registered office or of directors. [March 16, 1971]

4. The Secretary shall attend and be the Secretary of all meetings of the Board and Annual General Meetings. The Secretary shall give or cause to be given, as and when instructed, all notices to members of the Association, directors, officers, auditors, and members of committees; shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Association except when some other officer or agent has been appointed for that purpose. The Secretary shall have such other powers and duties as the Board may specify. The Secretary shall enter or cause to be entered in records kept for that purpose:
1. all elected directors;
2. all appointments of officers;
3. the names of the directors present at each meeting of the directors and of any committee;
4. all resolutions and proceedings at all meetings of the Association, of the directors, and of the committees.
[March 11, 2009]

5. The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and of the directors, but is hereby empowered to call to the chair any other director as may be seen fit. The President shall deliver an Annual Report at the annual general meeting and shall be “ex-officio” a member of all committees.
[March 11, 2009]

6. The Vice President shall act for the President when absent from the chair and may have such other powers as the Board or President prescribes. The Vice President shall become President to fill out the unexpired term in the event of death or disability or resignation of the President.
[March 11, 2009]

7. The Treasurer shall have general charge of the finances of the Association and provide on an annual basis to the membership a financial statement. The Treasurer shall deposit all money and other valuable effects of the Association in the name and to the credit of the Association in such banks or other depositories as the directors may from time to time designate by resolution. The Treasurer shall after the close of each financial year, or whenever directed by resolution of the directors, render an account of the financial condition of the Association and of all transactions as Treasurer. The Treasurer shall have all other acts incidental to the office of the Treasurer and such other powers and duties as the Board may specify. The Treasurer shall have charge and custody of and shall cause true accounts to be kept.
1. of all sums of money received and expended by the Association and the matters in respect of which such receipt and expenditure took place, and
2. of all sales and purchases of goods by the Association, and
3. of the assets and liabilities of the Association.
[March 11, 2009]

Article 9. ELECTION OF DIRECTORS

1. The election of the Board of Directors shall take place at each annual meeting of members. One-third of the directors, or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. The members may resolve to elect some other number of directors. Where the members increase the number or minimum number of directors, the members may, at the meeting, elect the additional number of directors authorized.
[March 11, 2009]

2. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
[March 11, 2009]

3. A retiring director is eligible for immediate re-election.
[March 11, 2009]

4. The directors shall elect annually from the Board, a President, a Vice President, a Secretary, a Treasurer, and a Continuing Education Director and such other Officers as the Board deems advisable for the efficient administration of the Association unless prescribed otherwise by ordinary resolution of the members at a general meeting.
[March 11, 2009]

5. The directors may at any time, and from time to time, appoint any member to be a director, either to fill a vacant office or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these Articles. Any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election.
[March 11, 2009]

6. A person who is elected or appointed a director is not a director unless:
1. that person was present at the meeting whence elected or appointed and did not refuse to act as a director; or
2. if not present at the meeting whence elected or appointed, that person consented in writing to act as a director before their election or appointment or within ten (10) days after it, or that person has acted as a director pursuant to the election or appointment.
[March 11, 2009]

Article 10. PROTECTION OF DIRECTORS, OFFICERS, & OTHERS

1. Members of the Association shall be individually liable for their own actions.
[March 11, 2009]

2. Each member may contribute money to the Association for its purposes at any time and from time to time.
[March 11, 2009]

3. All members of the Association must contribute to the assets of the Association in the event of its being wound up while he/she is a member or within one year after-wards for the payment of the debts and liabilities of the Association contracted before ceasing to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights and contributors amongst themselves, such amount as may be required but not exceeding a sum greater than the amount of the most recent membership dues.
[March 11, 2009]

4. The Association shall, indemnify and save harmless each director, and his heirs, executors and administrators, and estate and effects, from and against all costs, charges and expenses whatsoever that such director sustains or incurs in or about any action, suit or proceeding that is brought against him in respect of any act, deed, matter or thing, whatsoever, made, done or permitted by him, in or about the execution of the duties of his office, and from and against all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Association.
[March 11, 2009]

5. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
[March 11, 2009]

6. Every director and officer of the Association in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Association; and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer for the time being of the association shall be liable for the acts, neglects or defaults or any other director or officer or employee or for joining in any act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss, conversion, misapplication, or misappropriation of or any damage resulting from any dealing with monies, securities or other assets belonging to the Association or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the monies, securities or effects of the Association shall be deposited or for any loss occasioned by an error of the judgment or oversight on the part of the director or officer, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of their respective office or trust or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations there under or from liability for any breach thereof . The directors for the time being of the association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board of Directors.
[March 11, 2009]

7. The Association shall indemnify a director or officer of the Association, a former director or officer of the Association or a person who acts or acted at the Association’s request as a director or officer, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Association, if:
1. they acted honestly and in good faith with a view to the best interests of the Association; and
2. in case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that this conduct was lawful.
[March 11, 2009]

8. No director, officer, or member of the Association shall make use of the word “Edmonton Association of Small Animal Veterinarians or EASAV” in any promotional way without first obtaining the written consent of the Board.
[March 11, 2009]

Article 11. DISQUALIFICATION OF DIRECTORS

1. The Association may by special resolution remove any director before the expiration of their period in office and may, by ordinary resolution, appoint another member in the removed director’s stead. The member so appointed shall retire by rotation at the same time as the director who was removed would have done had he remained in office.
[March 11, 2009]

2. The office of direction shall be vacated if the director,
1.by notice in writing to the Association resigns his office,
2.is removed in accordance with these bylaws,
3.ceases to maintain membership in accordance with these bylaws; or
4.is concerned or participates in the profits of any contract with the Association,
provided, however, that where a director has made a full disclosure of his interest in any contract at a meeting of the Board, he/she will not be required to vacate office by reason of being a member of a company that has entered into contracts with or done any work for the Association; but a director shall not vote in respect of any such contract or work and if he/she does so vote their vote shall not be counted.
[March 11, 2009]

Article 12. PROCEEDINGS OF DIRECTORS

1. No director shall vote on any matter in which there exists a conflict of interest between such director and the Association and if the director does so vote that vote shall not be counted.
[March 11, 2009]

2. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the directors present. In case of an equality of votes the chairman shall have a second or casting vote. A director may, and the Secretary on the requisition of a director shall, at any time, summon a meeting of the directors.
[March 11, 2009]

3. Directors attending an executive meeting may be entitled to an honorarium, the amount and form to be determined at the AGM by the membership.
[March 11, 2009]

4. The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed shall be a majority of the Board that was determined by resolution of the members.
[March 11, 2009]

5. The directors may act notwithstanding any vacancy in their body. A quorum of the Board may fill a vacancy in any office. If there is not a quorum of the Board as required by the Articles, the directors then in office shall forthwith call an extraordinary meeting to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member of the Association.
[March 11, 2009]

6. The President of the Association shall be chairman of the Board of Directors, and in his absence the Vice President of the Association, and if at any meeting neither the President nor Vice President are present within five minutes after the time appointed for holding the meeting the directors present may choose one of their number to be chairman of the meeting.
[March 11, 2009]

7. The directors may delegate any of their powers to committees consisting of such member or members of the Board or the Association as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.
[March 11, 2009]

8. A committee may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting of a committee the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.
[March 11, 2009]

9. A committee may meet and adjourn as the members think proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote.
[March 11, 2009]

10. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
[March 11, 2009]

11. The Board of Directors shall have the power to conduct negotiations on behalf of the Association for affiliation with other associations, clubs and societies having objects similar to those of the Association, but no such affiliation shall have any force, or be binding unless it is ratified at a general meeting of the Association.
[March 11, 2009]

Article 13. ACCOUNTS

1. The books of account shall be kept at the registered office of the Association or at such other place as the directors think fit, and shall always be open to inspection by the directors.
[March 11, 2009]

2. No member, not being a director, shall have any right of inspecting any account, book or document of the Association except as conferred by law, determination by the directors, or by ordinary resolution whether previous notice of such resolution has been given or not.
[March 11, 2009]

3. Upon written request of a member not being a director, the directors shall determine whether, to what extent, at what times and places, and under what conditions or regulations the accounts and books of the Association shall be open to inspection. The directors shall provide reasons for the determination in writing to the requesting member.
[March 11, 2009]

4. Once at least in every year the directors shall lay before the Association, at its annual general meeting, a balance sheet, including an income and expenditure account for the period since the preceding account, made up to a date not more than three months before such meeting.
[March 11, 2009]

Article 14. AUDIT

1. By resolution of the membership or by the directorship, an official auditor or accountant may be retained in order to review the financial records of the Association.
[March 11, 2009]

Article 15. NOTICES

1. A notice may be given by the Association to any member either personally, sending it by post, or by electronic media to the contact address supplied by the member to the Association. If a member has not supplied an address to the Association, the notice may be addressed to such address as the Secretary believes to be likely to reach the member. A notice is considered to have been effected the business day following the day it was sent.
[March 11, 2009]

Article 16. Business Directory Advertising

1. A listing of the veterinary services, clinics and/or hospitals of which all of the veterinarians are members of EASAV who are in good standing with respect to these Bylaws will be published on an annual basis, at the expense of those listed share pro rata, which will appear in the EASAV listing in Edmonton’s business directories.
[March 12, 2008]

2. Members of the Association who wish to have their names listed in Edmonton’s business directories must apply for and share the expense of the Association-sponsored display. Unless deemed necessary by the Board in order to ensure Internet business directory searches, members of the Association are not to have their names listed elsewhere in directories containing the Association -sponsored display (excluding the white pages). Any clinic that willfully advertises outside of the Association box without direct approval by the Board will not be included in the Association listing the following year.
[March 11, 2009]

3. Out of Edmonton EASAV members are allowed to list in their local directories.
[March 12, 2008]

4. Those clinics advertising under the EASAV-sponsored display in Edmonton’s business directories are limited to advertising the following:
1.Clinic name
2.Clinic address
3.Clinic contact numbers
4.Clinic hours of operation
5.Names of practicing veterinarians and board certified designations
6. Clinic web-site.
[March 12, 2008]

5. Members’ names will be removed from listing in the EASAV-sponsored display if the member is not in good standing. An EASAV listing of a member shall not be allowed after one year has elapsed from the date of departure from practice in the greater Edmonton area.
[March 12, 2008]

Article 17. Amendments

1. Amendments to these Bylaws may be made at any time from time to time by the Directors of the Association, which will be effective, but which must be presented in writing at the next ordinary meeting for ratification. An affirmative vote of the majority (more than ½) of a quorum of Members shall be necessary to make permanent any amendments made by the Directors.
[March 12, 2008]