BYLAWS OF
CONNECTICUT VETERINARY MEDICAL FOUNDATION, INC.
ARTICLE I: OFFICE LOCATIONS
1.1 Offices. The Board of Directors of the corporation (the “Board of Directors”) shall have the power to establish the location of the corporation’s principal office at any place within the state of Connecticut, and to establish a registered office within the State of Connecticut and such additional offices as the Board of Directors shall determine in its discretion.
ARTICLE II: MEMBERS
2.1 No Members. The corporation shall not have members.
ARTICLE III: BOARD OF DIRECTORS
3.1 Requirements for and Duties of Board. The corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the activities, property, and affairs of the corporation shall be managed by or under the direction of, the Board of Directors.
3.2 Qualifications for Directors.
(a) A director may be either a member in good standing of the Connecticut Veterinary Medical Association, or a non-veterinarian duly elected to the board by its exisiting directors. A non-veterinarian elected to the board shall hold the title of “director-at-large”, and will have all the privileges of the other directors
(b) The CVMF Board of Directors shall elect its chairman from among its members.
3.3 Number and Election of Directors.
(a) The Board of Directors shall consist of seven directors, with no fewer than four directors being members in good standing of the CVMA, and no greater than three directors being “directors-at-large.” The total number of directors and directors-at-large may be increased or decreased by the Board of Directors by a resolution approved by a majority of all directors and directors-at-large then in office, but the Board of Directors shall not consist of less than five directors and directors-at-large. At no time shall the total number of directors-at-large constitute a majority on the board-of-directors.
(b) The initial directors shall be elected by the incorporators of the corporation at the organizational meeting of the corporation. Thereafter, the Board of Directors shall be a self- perpetuating board and directors shall be elected by the Board of Directors at each annual meeting of the Board of Directors. Directors may also be elected at a special meeting of the Board of Directors called for such purpose.
(c) Directors shall be elected by a plurality of the votes cast by the directors at a meeting of the Board of Directors at which a quorum is present.
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3.4 Terms of Directors Generally.
(a) The terms of all directors shall expire at the next annual meeting of the Board of Directors following their election.
(b) A decrease in the number of directors does not shorten an incumbent director’s term.
( c) The term of a director elected to fill a vacancy shall expire at the next meeting of the Board of Directors at which directors are elected.
(d) Despite the expiration of a director’s term, such director shall continue to serve as a director until his successor is elected and qualified or until there is a decrease in the number of directors.
(e) A director’s term shall automatically expire on the date when he ceases to be a member in good standing of the Connecticut Veterinary Medical Association, unless that association no longer exists or a majority of all the other directors then in office vote to extend that director’s term until its regularly scheduled expiration date.
3.5 Resignation of Directors.
(a) A director may resign at any time by delivering written notice to the Board of Directors, the Chairman of the Board of Directors, or the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
3.6 Removal of Directors.
(a) The Board of Directors may remove a director with or without cause by a resolution approved by a majority of all the directors then in office.
(b) A director may be removed by the Board of Directors only at a meeting called for the purpose of removing a director and the meeting notice must state the purpose, or one of the purposes, of the meeting is removal of the director.
3.7 Vacancy on Board. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directorships, the Board of Directors shall fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, those directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
3.8 Meetings.
(a) The Board of Directors may hold regular or special meetings in or out of the State of Connecticut.
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(b) The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
3.9 Notice of Meeting.
(a) Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting, if such date, time and place have been established in advance by the Board of Directors, except that, unless stated in a written notice of the meeting, the corporation’s certificate of incorporation or bylaws may not be brought up for adoption, amendment or repeal.
(b) Special meetings of the Board of Directors shall be preceded by at least two days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting, except that, unless state in a written notice of the meeting, the corporation’s certificate of incorporation or bylaws may not be brought up for adoption, amendment or repeal.
3.10 Waiver of Notice.
(a) A director may waive any notice required by Section 3.8 above, before or after the date and time stated in the notice. Except as provided by Section 3.9 (b) below, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.
(b) A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless the director at the beginning of the meeting, or promptly upon such director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
3.11 Quorum and Voting.
(a) A quorum of the Board of Directors shall consist of a majority of the directors in office at the time the meeting begins, except that a quorum of the Board of Directors for the actions listed below shall consist of two-thirds of the directors in office at the time the meeting begins:
(1) adopting an amendment to the corporation’s certificate of incorporation;
(2) amending or repealing the corporation’s bylaws;
(3) adopting a plan of merger for the corporation;
(4) approving a sale or other disposition of the corporation’s assets described in
Section 33-1166 of the Connecticut General Statues; and
(5) authorizing the voluntary dissolution of the corporation and any related
plan of distribution.
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(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless a greater or lesser vote is required under the corporation’s certificate of incorporation or the corporation’s bylaws. Accordingly, the following actions can be taken by the Board of Directors only by the affirmative vote of two-thirds of the directors in office at the time of the vote:
(1) adopting an amendment to the corporation’s certificate of incorporation;
(2) amending or repealing the corporation’s bylaws;
(3) adopting a plan of merger for the corporation;
(4) approving a sale or other disposition of the corporation’s assets described in
Section 33-1166 of the Connecticut General Statues; and
(5) authorizing the voluntary dissolution of the corporation and any related
plan of distribution.
(c) A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) such director objects at the beginning of the meeting, or promptly upon such directors’ arrival, to holding or to transacting business at the meeting; (2) such director’s dissent or abstention from the action taken is entered in the minutes of the meetings; or (3) such director delivers written notice of such director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
3.12 Action Without Meeting.
(a) A resolution or an action required or permitted to be adopted or taken at a meeting of the Board of Directors may be adopted or taken without a meeting if each director signs a consent describing the resolution or action adopted or taken or to be adopted or taken and delivers the consent to the corporation.
(b) A resolution adopted or an action taken under Section 3.11 (a) is the act of the Board od Directors when one or more consents signed by all of the directors are delivered to the corporation. The consent may specify the time at which the resolution or action is to be effective.
(c) A consent signed under Section 3.11 (a) has the effect of a resolution adopted or an action taken at a meeting of the Board of Directors where the required quorum was present and may be described as such in any document.
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ARTICLE IV: OFFICERS
4.1 Titles, Election and Duties. The Board of Directors shall elect a Chairman, a President, and a Secretary and may from time to time elect a Treasurer, one or more Vice Presidents, and such other officers as the Board of Directors deems expedient. Any two or more offices may be held by the same person. The duties of the officers of the corporation shall be such as are imposed by these bylaws and from time to time prescribed by the Board of Directors.
4.2 Chairman. The Chairman shall preside at all meetings of the Board of Directors and shall have such duties as may be assigned to him or her by the Board of Directors.
4.3 President. The President shall be the chief executive officer of the corporation and shall have general charge and direction of the business of the corporation, subject to the control of the Board of Directors.
4.4 Vice Presidents. Each Vice President, if any, shall assist the President in the performance of the President’s duties. The Vice President, if any, or, if there shall be more than one, the Vice Presidents, in the order of seniority or in any other order determined by the Board of Directors, shall, in the event of the absence or disability of the President, perform the duties and exercise the powers of the President.
4.5 Treasurer. The Treasurer shall keep the fiscal accounts of the corporation, including an account of all moneys received or disbursed. The Treasurer may endorse, for and on behalf of the corporation, checks, notes and other obligations and shall deposit the same and all moneys and valuables in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate. The Treasurer shall have custody of all stocks, securities, and other investment instruments owned by the corporation. If no Treasurer shall be elected and hold office, the functions of the Treasurer shall be performed by the President or such other officer to whom such functions may be delegated by the Board of Directors.
4.6 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors, (b) shall give notice of all such meetings as required in the corporations bylaws; and (c) shall have custody of the seal of the corporation, if any, and all books, records and papers of the corporation, except those in the custody of the Treasurer or some other person authorized to have custody and possession thereof by the Board of Directors.
4.7 Term of Office. Each officer shall serve for the term for which such officer is elected and until such officer’s successor is duly elected or until such officer’s death or until such officer shall have resigned or have been removed. Any officer may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing. Vacancies among the officers shall be filled by the Board of Directors.
ARTICLE V: MISCELLANEOUS
5.1 Seal. The Board of Directors may adopt a form of corporate seal for the corporation.
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5.2 Fiscal Year. The fiscal year of the corporation shall be as determined by the Board of Directors from time to time.
5.3 Inconsistencies with Certificate of Incorporation. If any provision of the these bylaws shall be found to be inconsistent with any provision of the corporation’s certificate of incorporations, as now existing, or as from time to time amended hereafter, the provisions of the certificate of incorporation shall prevail.
ARTICLE VI: AMENDMENTS
6.1 By Board of Directors. New bylaws may be adopted and bylaws may be amended and repealed by act of the Board of Directors; provided that: (a) the notice of any meeting of the Board of Directors at which bylaws are to be adopted, amended or repealed shall include notice of such proposed action, (b) the quorum required under Section 3.10 (a) (2) of the corporation’s bylaws is present, (c) any such action shall be approved in the affirmative vote of two-thirds of the directors of the corporation then serving in office, and (d) the adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
6.2 Record of Changes. Whenever any bylaw is amended or repealed or a new bylaw is adopted, such action and date on which it was taken shall be noted on the original bylaws in the appropriate place or a new set of bylaws shall be prepared incorporating such change.
Originally Adopted: August 3, 2005
Amended: November 11, 2014
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