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WORLD SMALL ANIMAL VETERINARY ASSOCIATION CONSTITUTION - October 2006
1.1 Definition of Terms a) Association: The World Small Animal Veterinary Association b) Executive Board: Elected by the Assembly, namely: The Assembly may elect an additional Executive Board Member (see 4.4). c) Assembly: consists of the members of the Executive Board together with the Representative of each full member organisation, each affiliated specialist organisation, and associate members. 1.2 The Association’s primary purpose is to advance thequality and availability of veterinary medicine and surgery relating to small animals. 2. MEMBERSHIP 2.1 Membership is only open to veterinary associations concerned with the medicine and surgery of small animals. Each member association must have a minimum membership of 100 veterinarians. This minimum may be waived at the discretion of the Assembly. It is preferable that each country is represented by one association. When a second or subsequent application is made from associations based in the same country, applicants will be encouraged to form a Federation with one Representative, speaking on behalf of all the Federation’s members. 2.2 Affiliated Membership is open to specialist organisations related to a particular area of small animal medicine and surgery. Each member specialist organisation should have a membership of 100 or more and the discipline be of worldwide relevance. One or all of the above requirements may be waived at the discretion of the Assembly. 2.3 Associate membership is available to associations that can satisfy the Assembly that their financial resources are limited. They will be entitled to all the benefits of full membership and their Representative may attend the Assembly meeting as a guest; however he/she will have no vote in the Assembly and cannot hold office. Associate members will pay no basic subscription or per capita contribution for a period of three years. At the end of that time they will be expected to apply for full membership or request that associate membership be renewed for an additional period of three years. 2.4 Honorary membership may be conferred on an individual for outstanding services to the Association. Assembly members may submit nominations to the Executive Board for review. The names and curricula vitae of suitable candidates will be put to the Assembly for consideration at the Assembly Meeting. Election to Honorary membership requires a favorable vote by three-fourths of the votes (attending and postal) cast by Assembly members. Honorary members will not be required to pay a registration fee at a WSAVA World Congress. Honorary members do not have a vote and cannot hold office. 2.5 Application for membership by an association (2.1, 2.2) should be sent in writing to the Secretary, postmarked 60 days prior to the next Assembly meeting. Provisional acceptance may be decided by the Executive Board, but actual admission will be decided at the next meeting of the Assembly following receipt of the application by vote. 3. ASSEMBLY 3.1 The principal business of the Association will be transacted by the Assembly. a) The agenda for the Assembly meeting will be sent to the Assembly members by the Hon Secretary postmarked at least 60 days prior to the meeting. b) Any member of the Assembly may send the Hon Secretary a written notice for any item to be placed on the agenda. This notice must be received by the Hon Secretary postmarked at least 90 days prior to the Assembly meeting. c) These notification requirements may be accomplished by electronic mail but will only be considered valid if verified by the Hon Secretary by return communication. 3.2 The Presiding Officer will be the President. In the President’s absence, the President-Elect or the Vice-President will preside. The Presiding Officer has a vote as a member of the Executive Board and has an additional, or casting vote, in the event of a tie. The Presiding Officer will appoint one or more non-voting members of the Assembly to supervise the counting of ballots when a vote is taken by secret ballot. 3.3 The Representatives of member associations will have a number of votes related to the number of veterinarians they represent: 0 – 100 veterinarians: 1 vote Members of the Executive Board and Representatives of the affiliated associations will have one vote each in the Assembly. 3.4 Postal ballots of the Assembly can be held at the discretion of the Executive Board. The Representative may send the Secretary a written note for any agenda item as circulated for consideration by the Assembly postmarked at least 30 days prior to the meeting. Ballots may be sent by mail service, by electronic facsimile (FAX), or by electronic mail. If sent by electronic mail, the Hon Secretary will reply to the official Representative acknowledging the receipt and character of the vote and must receive reconfirmation from the Representative. 3.5 The Assembly will meet at least once during each calendar year. Thirty percent of the total voting capacity of the Assembly will constitute a quorum and the ballot must include at least two members of the Executive Board. 3.6 When at least 30 percent of the Assembly Members require an Assembly Meeting, it will be held within three months of the written request. 3.7 Past Presidents of the WSAVA may attend Assembly Meetings as non-voting participants. 4. EXECUTIVE BOARD 4.1 The routine business of the Association shall be transacted by the Executive Board. 4.2 The Executive Board is elected by the Assembly after nominations by and from full member associations and affiliated organizations. Nominations must be circulated to the Assembly postmarked at least 60 days prior to the Assembly Meeting. 4.3 The President, Immediate Past President, President-Elect and Vice-President shall be elected to office for a term of two years. The office of Immediate Past President shall be filled by the President upon retirement. The offices of President, President-Elect and Vice-President shall become open for election every two years or at such time as they may fall vacant by the resignation or death of the office holder. The retiring President-Elect shall be an automatic nominee for the position of President, and the retiring Vice President shall be an automatic nominee for the position of President-Elect, but their nomination shall not exclude other candidates from nomination to these positions. The Secretary and Treasurer shall be elected to office for a term of three years and they may be nominated for re-election once. In the event of a vacancy occurring on the Executive Board by reason of death, resignation or inability to act, the vacancy shall be filled by a nomination from the Assembly and may be selected by postal vote. A member appointed to fill such a vacancy shall hold office for the unexpired portion of the term of office, but this will not prejudice any of the periods of office as defined above. 4.4 The Assembly may elect an additional Executive Board Member for one year. That person may be re-elected to this office twice, for a total of three years. Notwithstanding Clause 4.2, a nomination under this provision may be made by the Executive Board or Assembly Members and seconded during the Assembly Meeting by Assembly Members. 4.5 The President and the Secretary shall be the official representatives of the Association on all occasions. Their power to represent the Association may be temporarily delegated by the President to another member of the Assembly. 4.6 The Executive Board shall meet at least once a year. Additional meetings may be called on special occasions. 4.7 The principal office of the Association will be in the resident country of the Secretary. 4.8 Voting (, attending, and postal) of the Assembly should be required for all positions of the Executive Board, even when there is only one candidate. 5. REPRESENTATIVES 5.1 The Representatives of member associations and specialist organizations are elected or appointed by their associations. 5.2 The Representative of a member or affiliated association cannot hold office concurrently on the Executive Board. 5.3 Each Representative will be required to send a written report on the activities 5.4 Each Representative will be required to publish a report of the Assembly Meeting in the journal of their association, or other relevantmedia. 5.5 In the case of the unavoidable absence of a Representative from the Assembly Meeting, the association should be represented by another member of that association, who will have the same rights and obligations of the Representative. 6. WORLD CONGRESS 6.1 The Executive Board will invite and accept applications from associations that have been full members for at least one year, to organize WSAVA World Congresses. The Assembly will decide by a majority vote (attending and postal) on the successful application. 6.2 Rules and regulations concerning such World Congresses will be defined in the WSAVA Congress SOP Manual, subject to approval by the Assembly. 6.3 If appropriate, the Assembly may decide not to hold a World Congress during any year. 7. SUBSCRIPTION BY OTHERS Interested parties may apply to subscribe to mailings sent to the Assembly Members. Each application will be subject to approval by the Executive Board. 8. FINANCES 8.1 Each year the Assembly will decide the amount of the annual subscription of member associations, affiliated associations and subscribers for the next calendar year. 8.2 The membership fee for associations will consist of a basic subscription plus an amount per capita. 8.3 A member association or affiliated organisation may apply to have the membership fee waived or reduced. This application must be submitted in writing to the Secretary, postmarked at least 60 days prior to the next Assembly meeting, setting out the reasons for such an application. The Assembly will decide by a majority vote (attending and postal) on the application. A successful application will be valid for one calendar year but is subject to renewal in accordance with the above conditions. 8.4 At each Assembly Meeting the Hon Treasurer will report on the receipts, expenses, and assets of the Association in an audited account, and produce a budget for the coming year. 8.5 At an annual meeting of the Assembly, a motion will be put forward to pass the Association’s accounts. After adoption, the Executive Committee of the WSAVA is discharged from all liability for the year in question. If the accounts are not approved, they will be referred back to the Financial Advisory Committee who will then submit a report to the Executive Committee of the WSAVA who, after approval, will forward the report to the Assembly Members for adoption at the next meeting. 8.6 The Hon Treasurer will chair a Financial Advisory Committee of two persons, nominated by the President and approved by the Assembly for a maximum term of five years. 8.7 Members of the Executive Board will be reimbursed for their travel expenses to Executive Board and Assembly meetings, plus a per diem allowance as recommended by the Financial Advisory Committee and approved by the Assembly 9. RULES 9.1 The Association year will commence on January 1st. 9.2 Membership in the association shall cease: a) By voluntary resignations, submitted before 1st July of the last membership year. Membership will cease on 31st December.
c) By a decision of the Assembly in case of irreconcilable differences. This decision requires a three-quarters majority of the votes (attending and postal) cast by Assembly members, and a proposal for this decision must be sent out by the Secretary at least 60 days prior to the Assembly meeting. Such a decision may be immediate, without reimbursement of the paid dues. 10. INDEMNITY In the event that any person who is or was a member of the Executive Board, an Officer, employee, trustee, authorized representative, or agent of the WSAVA, acting in good faith and in a manner he reasonably believed to be in the best interests of the WSAVA, has been made a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding by reason of being a representative of the WSAVA, whether civil, criminal, administrative, or investigative, such representative may be indemnified against reasonable expenses an liabilities, including attorney fees, actually and reasonably incurred, judgments, fines, and amount paid in settlement in connection with such action or proceeding, except in such cases wherein the member of the Executive Board, Officer, employee, trustee, authorized representative, or agent of the WSAVA is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member of the Executive Board, Officer, employee, trustee, authorized representative, or agent of the WSAVA may be entitled. The WSAVA shall have the power to purchase and maintain insurance on behalf of any person who was or is a member of the Executive Board, Officer, employee, trustee, authorized representative, or agent of the WSAVA, or of a corporation, partnership, joint venture, trust or other enterprise for which he or she served at the request of the WSAVA against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of that status, whether or not the WSAVA would have the power to indemnify that person against such liability under the provisions herein. 11. CHANGE OF THE CONSTITUTION 11.1 Proposals for change of the Constitution will have to be received in writing by the Secretary not less than 120 days before the Assembly meeting. 11.2 The Secretary will inform the Assembly members of such proposals not less than 90 days before the next Assembly meeting. 11.3 No changes of the Constitution will be made unless passed by a three-quarter majority of the votes (attending and postal) cast by the Assembly members. |
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