BY-LAWS OF THE SOCIETY FOR THERIOGENOLOGY

Revised July 2024

ARTICLE I: BOARD OF DIRECTORS

SECTION I:

The Board of Directors shall consist of up to thirteen (13) voting members (President, President-elect, Vice-President, Secretary-Treasurer, and nine (9) Directors plus two (2) non-voting members, the Immediate Past-President and the Society Newsletter editor. Directors shall serve for a term of three (3) years and shall be elected from the general membership at a designated annual or special meeting. Three (3) Directors shall be elected each year so that six (6) Directors shall be serving continuous terms on the Board at any one time. A nominating committee will submit the names of qualified candidates for Director positions (following obtaining the candidates permission) to the general membership at the previously described meeting. Nominations may also be made from the floor.

SECTION II:

The Board of Directors shall have charge of the Society affairs and its officers shall consist of a President, a President-Elect, a Vice-President, and a Secretary-Treasurer. The officers shall be elected from the existing Board or shall have served previously as a member of the Board. Terms of office shall begin at the close of the annual meeting and shall continue until the close of the next annual meeting or successors to the offices have been duly elected and installed. The Vice-President shall be a former board member and shall be elected by the Board of Directors having been nominated by the aforementioned nominating committee or from any other member of the Board. Once elected, the Vice-President automatically assumes, in order, the offices of President-elect and President. The Secretary-Treasurer shall be elected by the Board and serve for a period of one year. The Secretary-Treasurer may be re-elected to a maximum of three (3) successive terms to promote consistency in managing fiscal affairs.

SECTION III:

Any vacancy occurring in the Board for any cause shall be filled by the Board at the next meeting of the Board and shall serve until the next general membership meeting. At the next general membership meeting, the general membership shall elect a board member to fill the remaining unexpired vacated term.

SECTION IV: DUTIES

A. The Board of Directors shall have supervision, control and direction of the affairs of the Society, shall determine its policies or changes therein, and shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as it deems advisable and may in the execution of the powers granted appoint such agents as it may consider necessary.

B. The Board of Directors shall fix and approve the budget for the Society by the end of each year (December 31) and shall have complete control and supervise all matters pertaining to the expenditures and disbursement of funds of the Society in such matters and by such means as it shall determine.

C. The Board will hold meetings at such time and place as designated by the President or upon request by a majority of the Board members. The Board shall convene officially at least once each calendar year. PROVIDED, however, the President or a majority of the Board shall be empowered to call a special meeting of the Board whenever it is deemed necessary. A majority of the Board shall constitute a quorum for all purposes and a quorum must be present to conduct business. Notice of all scheduled meetings shall be sent to each member of the Board at his/her last recorded physical or electronic address at least seven days in advance of such meeting.

D. A Director shall not receive any compensation for their services as a Director but the Board may, by resolution, authorize reimbursement of such expenditures incurred in the performance of their duties as deemed advisable.

E. A member of the Board may be removed by a majority vote of the Board for good cause shown such as multiple unexcused meeting absences.

DUTIES OF THE OFFICERS OF THE BOARD

ARTICLE II: PRESIDENT

SECTION I: The President shall be the chief executive officer of the Board and the Society.

SECTION II: The President shall preside at all meetings of the Board and the general membership but may yield authority of the chair to the President-elect, or if the President-elect is unavailable, to the Vice-President.

SECTION III: They shall appoint all regular and standing committees and in their discretion may discharge any such committee.

SECTION IV: They shall be considered as an ex-officio member of all committees with full power to supervise and direct their work, except that they shall not be empowered to suppress committee reports, such power being vested solely in the Board of Directors.

SECTION V: They shall do or cause to be done any and all things which are for the benefit of the majority of the membership during their term of office, and shall promote and expound the objectives of the Society.

ARTICLE III: PRESIDENT-ELECT

SECTION I: The President-elect shall be the assistant executive officer and shall assume the duties of the President in the latter’s absence. The President-elect shall become familiar with all facets, including the operations of the organization in preparation for succession into the office of President. In addition, the President-Elect serves as the current conference chair. 

ARTICLE IV: VICE-PRESIDENT

SECTION I: The Vice-President shall assume the duties of the President in the absence of the President and President-Elect. The Vice-President shall become familiar with all facets, including the operations, of the organization in preparation for succession into the office of President-Elect and subsequently President. In addition, the Vice-President is in charge of planning and organizing the conference the following year. 

ARTICLE V: SECRETARY-TREASURER

SECTION I: The Secretary-Treasurer shall keep the records of the proceedings of this Society.

SECTION II: They shall cause to be drafted all official correspondence authorized by the Board or any member thereof.

SECTION III: All or part of the responsibilities of the Secretary-Treasurer may be transferred to the Executive Director, however, they will provide oversight of fiscal affairs and periodically review business and financial practices.

SECTION IV: They in conjunction with the executive director shall annually hire an insured independent accounting firm to audit the finances of the Society using industry standard practices.

SECTION V: They shall, at each annual meeting, give a detailed account of receipts and disbursements, such statement must be duly audited by the Board or a representative of the Board, and signed by the President.

ARTICLE VI: EXECUTIVE DIRECTOR

SECTION I: The administration and management of the Society may be assigned to an Association Manager contracted by the Board of Directors and directly responsible to them. They shall have direct authority to act as chief operating officer of the Society to carry out the duties and assignments designated by the Board of Directors of the Society. They shall have the title of Executive Director or such other title as the Board shall designate. They shall have full responsibility and authority over employment of any members of his/her staff. They shall be the chief operating officer of the Society with the responsibility for the management and direction of all operations, coordinating the activities and affairs of the Society. They shall have other duties as may be prescribed by the Board to include all or part of the duties of the Secretary-Treasurer.

ARTICLE VII: MEMBERSHIP CATEGORIES

SECTION I: MEMBERSHIP APPLICATION

All applications for membership shall be made online to the Executive Director of the Society.

SECTION II: ACTIVE MEMBERSHIP

An applicant to be eligible for active membership shall have earned a professional degree in veterinary medicine from a school or college of veterinary medicine.

SECTION III: ASSOCIATE MEMBERSHIP

Associate Members shall be considered non-voting members, ineligible to serve on the Board of Directors. An applicant to be eligible for associate membership shall:

1. be actively involved in the field of Theriogenology and

2. possess an advanced degree in reproductive physiology and

3. have published at least two (2) peer reviewed articles in the field and

4. have made exceptional contribution to the field and

5. present these credentials with the membership application and three (3) letters of recommendation from current Society members in good standing, and

6. be unanimously approved by the Board of Directors.

SECTION IV: HONORARY MEMBERSHIP

Honorary members shall be considered non-voting members, ineligible to serve on the Board of Directors. Honorary members will be excused from paying dues. Honorary members shall be nominated by two (2) current Society members in good standing and shall:

1. have made noteworthy and outstanding contributions to the field of Theriogenology and,

2. be unanimously approved by the Board of Directors.

SECTION V: HONOR ROLL MEMBERSHIP

Honor Roll members shall be those veterinarians or associate members who are members of the Society, have reached the age of sixty-five (65) or are retired, and have maintained active membership for a period of the prior consecutive twenty (20) years. They may, upon their request, and upon recommendation of the Board, have their names added to the Society's Honor Roll Membership. They will be excused from the payment of dues and will continue to receive the same rights and privileges of active members.

SECTION VI: STUDENT MEMBERSHIP

Student members shall be a professional veterinary student at an accredited College of Veterinary Medicine. Students may form affiliated student chapters.

Student members shall be considered non-voting members.

SECTION VII: VETERINARY TECHNICIAN MEMBERSHIP

Veterinary Technician Members shall be considered non-voting members, ineligible to serve on the Board of Directors. An applicant to be eligible for veterinary technician membership shall:

1. be actively involved in the field of Theriogenology and

2. maintain employment with a current Active Society member in good standing and

3. have an initial letter of recommendation from a current Active Society member in good standing and

4. be licensed, registered or certified in the state of their employment or another state if that state of employment does not license, register or certify veterinary technicians, and

5. be unanimously approved by the Board of Directors.

ARTICLE VIII: MEMBERSHIP DUES

SECTION I: The yearly dues shall be reviewed and determined by the Board of Directors annually.

SECTION II: The Society upon recommendation of the Board, may assess the members such amounts as may be requisite to meet necessary expenses, provided such action is approved by a majority of the members present at a general membership meeting.

SECTION III: Associate membership shall carry regular membership dues.

SECTION IV: Society dues are due January 1 of each year and shall be considered delinquent as of March 1 of each year. Those members whose dues are not paid in full by March 1 of each year shall be dropped from the active rolls of the Society until such dues are paid in full.

ARTICLE IX: GENERAL MEMBERSHIP MEETING

SECTION I: There shall be one general membership meeting held each year and this meeting will be held at a time and location as decided upon by the Board of Directors. The meeting place and date of the meeting shall be determined as best possible in the interest of the general membership to coincide with other scientific or regional meetings in order to get a broader participation by the membership. Notice of all meetings shall be given each member by the Society office via mail or email and posting to the list serves maintained by the Society and notice on Society website.

SECTION II: Special meetings may be called by a majority of the Board or by the request of ten percent of the members who shall state the particular object of such special meeting. A notice of time, place, and object of the special meeting shall be given, via mail or email and posting to the list serves maintained by the Society and notice on Society website, to each member at least two weeks prior to date of the special meeting.

SECTION III: A quorum of the membership shall be those members present at any regular or special meeting.

SECTION IV: In the absence of the President, President-elect and the Vice-President, the Immediate Past President shall preside. In case none of these shall be present, the membership shall elect a President protem from the floor.

ARTICLE X: AMENDMENT OF BY-LAWS

SECTION I: The requisite and procedure for amendments to these By-laws shall be the same as that prescribed for constitutional amendments in Article VII of the Constitution of The Society for Theriogenology.