Toronto Academy of
Veterinary Medicine

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Toronto Academy of Veterinary Medicine By-Laws
Amended October, 2008

Article
I. In the ensuing -
"Academy" shall mean the Toronto Academy of Veterinary Medicine.
"Member" or "Members" shall mean licensed Veterinarian having Active Membership in the Toronto Academy of Veterinary Medicine.
"Board" shall mean the herein defined Board of Directors. The interpretation of any specific issue in these By-Laws shall be the prerogative of the Board at any time that issues bearing on their wording are raised.

II ACADEMY REPRESENTATION
(A) SEAL The Seal shall be the corporate seal of the Academy and shall be in possession of the Secretary or Membership Chairperson or their delegate to be used at their discretion.

(B) LOGO The logo of the Toronto Academy of Veterinary Medicine is the property of the Academy. Any Member may use this logo for stationery and business cards etc., but upon cessation of membership, they must cease to use it.

(C) NAME No Member shall make use of the names "Toronto Academy of Veterinary Medicine" or "TAVM" in any way without the permission of the Board.

(D) SCALPEL The Scalpel is the name of the TAVM newsletter. Editorial rights are restricted to the Board of Directors.

III THE BOARD
1. The affairs of the academy shall be managed by a Board of Directors consisting of the President, the Vice-President, the Secretary and Treasurer and at least four Directors elected at the Annual General Meeting.

2. All Board Directors must be active members of TAVM. However the Board of Directors may elect other individuals as it sees fit to sit on the Board.

3. The Vice-President shall be nominated by the Board of Directors at the January business meeting.

4. A vacancy among the members of the Board shall be filled by a nominee of the Board. An Officer or Director who is appointed to fill a vacancy shall hold office until the next Annual General Meeting of the Academy or until their successor is appointed or elected.

5. A majority of the Board members shall form a quorum for the transaction of business.

6. The Board shall have the government and management of the Academy, its assets, funds and property, and the management and control of its affairs and business. The Board may make or cause to be made for the Academy in its name, any kind of contract which the Academy may lawfully enter into and generally may exercise all such powers and do all such things and other acts as the Academy by its Charter or otherwise is empowered to exercise or do.

7. The Board shall have power to conduct negotiations on behalf of the Academy for affiliation with other associations, clubs, and societies having objects similar to those of the Academy, but no such affiliations shall have any force or be binding unless it is ratified at a General Meeting of the Academy.

8. The Board shall not dispose or pledge any property of the Academy except after 14 days notice in writing to all Members of the Academy and following approval by a majority vote of the Members present at a General Meeting of the Academy.

9. The Board shall have the power to conduct negotiations on behalf of the Academy with business associations to provide special considerations for its members provided this association is in full accordance of the CVO act and regulations. The purpose of such negotiations is to offer the opportunity for special financial or promotional considerations for members of the TAVM with the business community.

IV OFFICERS
1. The Officers of the Academy shall consist of the President, Vice President, Secretary and Treasurer.

2. The Officers shall be nominated in writing by at least one member of the TAVM at least two months prior to the annual general meeting. The TAVM shall notify members of such nominees prior to the annual meeting. Officers and members of the Board can also be nominated at the annual general meeting but must be seconded by two individuals. The methodology of voting at the annual general meeting is at the chairpersons discretion (show of hands or by closed ballot). The results of the election shall be announced at the Annual General Meeting of the Academy. The terms of the President and Vice-President shall be for two years. Terms for other officers shall be until the next Annual General Meeting or until their successors are appointed or elected.

(A) DUTIES OF THE PRESIDENT AND VICE- PRESIDENT The President shall preside at all meetings of the Academy and of the Board. The President cannot make or second motions but can suggest them. The president shall be allowed one vote on all issues and can also vote on any motion to break a tie-vote. He/she shall be charged with the general supervision of the affairs and operations of the Academy. During the absence of the President, his/her duties and powers may be exercised by the Vice-President. If both the President and Vice-President will be absent from any meeting of the Academy or the Board, the President or Vice President may elect a Chairperson who shall exercise the powers of the President.

(B) DUTIES OF THE SECRETARY
1. The Secretary or his/her delegate shall:
i) Oversee the professional secretarial staff of the TAVM and shall act as official Secretary at all meetings of the Academy and of the Board
ii) Ensure appropriate custody of all records and minutes
iii) Ensure there is a master copy of the Academy's By-Laws.
iv) Ensure the distribution of the minutes to the Board no later than three weeks after any meeting.
v) Shall oversee the production of the Scalpel newsletter.
2. In the absence of the Secretary or his/her delegate, the Chairperson of a meeting may appoint a recording secretary for the duration of the meeting.

(C) DUTIES OF THE TREASURER
The Treasurer or his/her delegate shall:
i) Ensure that there is at all times, full and accurate accounts of all receipts and disbursements.
ii) Ensure that all deposits are in the name and to the credit of the Academy, in such bank as the Board may designate.
iii) Oversee and monitor the disbursement of all funds under the direction of the Board of Directors.
iv) Ensure that an audited financial statement has been prepared for the Annual General Meeting.
v) Ensure that the audited financial statement for the fiscal year ending immediately prior to the said AGM is presented to the membership and shall be prepared to answer all relevant questions regarding the financial statements and any proposed budget.
vi) Present to the Board of Directors, the banking resolutions which shall detail signing officers for TAVM and associated limits.

V COMMITTEES
1. There shall be standing committees each chaired by a member of the Board.

2. Chairpersons may choose their committee members as far as is practical but the Board shall have the power to appoint delegates to standing or special committees. The duration of such committees shall not extend beyond the term of office of the Board by whom the committees are appointed.

3. Each committee chairperson shall present a typewritten report to the Board one month prior to each Annual General Meeting.

VI BY-LAWS
1. The Chairperson of the By-Laws Committee shall appoint a minimum of two other Members to the By-Laws Committee and shall keep By-Laws up to date.

2. Any contravention of the By-Laws shall be referred to the Academy Board for consideration.

3. The By-Laws Committee may introduce a motion to repeal or amend a by-law(s) at a General Meeting of the Academy.

4. Any Member may introduce a motion to repeal or amend any or all By-Laws by sending a copy of such motion to the Secretary not later than thirty days before the meeting and it shall be sent in writing to the Members not later than 15 days before the meeting.

VII MEMBERSHIP
(A) ACTIVE MEMBERSHIP
An Active Member will be an individual with an interest in veterinary medicine and the courses offered by the Academy. Members must abide by all Academy By-Laws, and submit a registration form with applicable dues paid in full to be in good standing. Active Members have the right to be present to vote at all General Meetings, and to have access to all minutes and books of accounts of the Academy. The Board shall have full power to accept or reject the applicant at their discretion.

In the case of a membership application being refused by the Board, the fees shall be promptly returned in full by the Membership Chairperson. The Member may then appeal to the Board and such decision of the Board may be appealed by the Member or the Board to the General Membership at a Special or General Meeting. The decision of the General Membership shall be final.

(B) HONORARY MEMBERSHIP
Any person, who has rendered distinguished service to the profession, may be designated by the Board as an Honorary Member. An Honorary Member shall not be liable to pay dues, but shall be privileged to attend meetings of the Academy without the right to vote or hold office.

(C) LIFE MEMBERSHIP
Any Member may be designated by the Board as a Life Member and shall be invited to attend meetings of the Academy. The Life Member shall not be liable to pay dues, but shall enjoy all the rights and privileges of Active Membership.

(D) CESSATION OF MEMBERSHIP
1. Any Member may withdraw from the Academy by sending a letter of resignation to the Membership Chairperson and the withdrawal shall become effective upon notification of the Board.
2. Any Member who has not paid the membership fees for the current year by the Annual General Meeting shall automatically cease to be a Member, but shall be reinstated upon payment.
3. The Board may terminate the membership of any Member by an affirmative vote of the majority of the Board. The Member must be advised of the termination and reason for the termination. If the Member wishes to appeal the termination, such termination will be decided at the next Annual General Meeting of the Academy. Termination must be determined by an affirmative vote of two-thirds of the Members present; otherwise the Member will retain their active membership.

(E) FEES
1. The annual membership fees shall be determined by the Board.
2. The annual membership fee shall become due and payable upon receiving notice, during the month of November of the preceding year.
3. The Board may introduce a reduced rate at any time during the year.
4. Each membership entitles the member to one continuing education series, to vote at the Annual General Meeting and to serve on the Board of Directors and the various committees. This is a nontransferable membership.
5. Individual seminars may be sold to any person at a fee determined by the Board.
6. Multipractice/group memberships may be sold at a fee determined by the Board of Directors. Each individual has voting privileges.

VIII MEETINGS OF THE ACADEMY
1. The Board shall hold regular business meetings.

2. The February seminar shall include the Annual General Meeting of the Academy whenever possible. The Annual General Meeting shall not be held any later than March 1st.

3. The Secretary shall send a written notice of every General Meeting to every Member not less than seven days before the date of the meeting.

4. Fifty Active and/or Life Members shall form a quorum for the transaction of business at every General Meeting.

IX ORDER OF BUSINESS
1. At any business meeting of the Academy or the Board, the President, or in his absence, the Vice President shall determine the order of business, excepting that the first item of business shall be the reading of the minutes of the previous business meeting, and unfinished business arising therefrom.

2. At every Annual General Meeting the order of business shall be:
i) The reading of the minutes of the previous AGM, and unfinished business arising therefrom
ii) The Treasurer shall read a balance sheet from the audited statements of the year just completed, along with a general statement of income and expenditures for the fiscal period ending upon the date of such balance sheet, and the report of the auditors, if available
iii) Current business
iv) Secretary's report
v) Committee chairman reports
vi) President's report
vii) Election of Officers and Directors for the ensuing year
viii) Other business

X VOTING
1. At every General Meeting of the Academy, each Active and Life Member shall be entitled to one vote on each and every motion.

2. Every question shall be decided by a majority of the votes cast by the Members present at a meeting unless otherwise required in these By-Laws, and voting shall be by a show of hands unless the Chairperson of the meeting directs that some other method of voting be employed. In case of an equality of votes, the Chairperson shall be entitled to cast a vote.

3. Honorary Members shall not be entitled to a vote on any matter.

4. Fifty Active and/or Life Members shall form a quorum. At least two-thirds of the Members present must pass a resolution.

5. Proxy voting shall not be allowed.

XI SPECIAL RESOLUTIONS
1. Special resolutions may be voted on at any General Meeting.

2. The Members may introduce a resolution by sending a copy of such to the Secretary not later than 30 days before the meeting and it shall be sent in writing to the membership not later than 15 days before the meeting.

3. A resolution shall be considered a directive to the Board.

XII AUDITORS
1. The Auditors are appointed by the Academy Membership on an annual basis at the Annual General Meeting.

2. The Auditors shall make an annual report to the Members upon the balance sheet and every such report shall state whether in their opinion the balance sheet is a full and fair balance sheet drawn up so as to exhibit a true and accurate state of the Academy's affairs.

XIII SINKING FUND
The Academy shall endeavor to establish a sinking fund. This fund is to be invested for use in projects as deemed fit by the Board from time to time.