An Oklahoma Not for Profit Corporation

Article I


The name of this organization will be "The Comparative Respiratory Society," an Oklahoma not for profit Corporation, hereinafter referred to as "The Society."

The organization will also do business as "The Veterinary Comparative Respiratory Society".

Article II


The Society will be incorporated, under the laws of the state of Oklahoma, as a not for profit organization.

Article III

Purpose and Objectives

Section 1.
The purpose of The Society will be the promotion of the science and knowledge of respiratory systems with the goal of improving animal health, and such other purposes as are set forth in the Articles of Incorporation.

Section 2.
The objectives of The Society are:
a. To associate and affiliate into one organization doctors of veterinary medicine and of medicine, as well as members of allied health professions and basic sciences, and other individuals who have a special interest in the respiratory system.
b. To support and promote education and research in comparative respiratory systems.
c. To sponsor and conduct scientific and educational meetings related to comparative respiratory systems.

Article IV

Board of Directors

Section 1.
The Board of Directors, hereinafter referred to as "The Board," will consist of 10 or more persons. New board members will be nominated and elected to serve a three-year term by current board members. At the end of the first three year term, a board member may be re-elected for one consecutive three year term, after which time, the member must resign from the board for at least one year before he or she can serve again. The time period that a board member serves as an officer is not considered part of their three-year term or six consecutive year limit. The Executive Secretary and Treasurer may be reappointed at the discretion of the Board. International representatives may be elected to the Board for the purpose of promoting the organization abroad.

Section 2.
Officers: Members of the Board of Directors will select officers from their own membership. The officers will be a President, President-Elect, Past-President, Executive Secretary and Treasurer. Each officer will serve a term of office of one year. The duties of officers will be as set forth in Article V.

Section 3.
Vacancies: Vacancies on the Board of Directors will be filled by the remaining members of the Board of Directors at a Board Meeting. Election to the Board of Directors will be by two-thirds vote of the Board members in attendance.

Section 4.
The Board will also have the following additional duties:
a. The Board will judge the qualifications of candidates for membership in the Society.
b. The Board will be responsible for organizing workshops, symposia, and other special, scientific, or educational meetings of The Society.
c. The Board will exercise its authority in promoting and attaining the objectives of The Society.

Article V

Duties of Officers

Section 1.
President. The President will preside over all meetings of The Society and The Board, will be an ex-officio member of all committees, and will perform the duties of such office. The President will have no vote on committees as an ex-officio member. The President will have overall responsibility for the planning, organizing and conducting of all Society meetings. She/he will be the chairperson of the Conference Planning Committee for all scientific sessions sponsored by The Society. The President may delegate these duties and responsibilities to Society committees or individuals as she/he sees fit.

Section 2.
President-Elect. The President-Elect will preside at meetings in the absence of the President, and will succeed to the duties and office of the President should that office be vacated. She/he will be chairperson of a membership committee. The President-Elect automatically becomes President at the conclusion of the President's term.

Section 3.
Past-President. The Past-President will advise, consult and assist the other officers and Board members concerning the activities of The Society. The Past-President will act and advise so as to assist the officers and Board on the basis of his/her experience and expertise, and to provide continuity between administrations of chief executive officers. She/he will be chairperson of a nominating committee for the election of new officers and members of the Board of Directors. She/he will update the guidebook used in the planing of the annual conference and submit it to the Board for approval at the beginning of her/his term.

Section 4.
Executive Secretary. The Executive Secretary will serve the Society under the general direction of The Board. She/he will serve as the official contact for the Society. She/he will record the minutes of all the meetings and perform such other duties as may be necessary for conduct of her/his office. She/he will keep the following books and records as required by law: a) Minutes of proceedings of the members; b) Minutes of proceedings of The Board; and c) A list of all names and addresses of persons entitled to vote, and d). The Executive Secretary will update the Society's web site as needed. All material required by this Section will be kept and maintained at the office of the Executive Secretary.

Section 5.
Treasurer. The Treasurer will serve the Society under the general direction of the Board. She/he will collect dues and fees, issue receipts for said dues and fees, draw vouchers, pay bills and expenses, and arrange for the safe-keeping and audit of the funds of the Society. She/he will submit a financial statement at each of the meetings of the Board of Directors. She/he will additionally keep the following book and records as required by law: a) Correct and complete books and records of account. All material required by this Section will be kept and maintained at the office of the Treasurer.

Article VI


Section 1.
Meetings of The Society will be held annually. A meeting of The Board will be held annually during the Society meeting; additional meetings will be called by the President upon written recommendation of two or more Board members. Written notice of Board meetings will be made in advance to each Board member unless the President determines that an emergency exists and written notice of a Board meeting is impractical, in which case telephone notice will be sufficient. Meetings of The Board may be held by telephone call. A majority of The Board constitutes a quorum.

In the instance of issues that require a vote of the The Board prior to a meeting of The Board, a vote can be conducted via electronic mail (e-mail). The voting period will extend for 2 weeks from the date of the e-mail. For purposes of an e-mail vote, a quorum will consist of the majority of board members responding with a vote. After two weeks have elapsed, the votes will be counted and, provided a quorum exists, the measure will be decided by the majority of votes.

Section 2.
At Society meetings the Board of Directors may conduct advisory elections or referenda by the general membership concerning any matter deemed advisable by the Board. However, due to the difficulty in obtaining a quorum of members of The Society, such elections or referenda will not be required nor will any action by The Board membership be necessary, except in case of dissolution pursuant to Article X.

Section 3.
A quorum of the general membership members will consist of twenty percent (20%) of the membership.

Section 4.
Any active member of the VCRS may submit a proposal for electronic discussion and vote. All submissions should be made to the Society's Executive Secretary, in the form of a motion. The Executive Secretary will disseminate this information to the Board members and call for a two-week discussion period. At the end of this time, the Executive Secretary will call for a vote, which must be seconded by one other board member. If the call for a vote receives a second, then the proposal will be voted on electronically as it is worded, and without modification.

A closed ballot may be requested when the motion pertains to a topic that is sensitive in nature and a member of The Board is in favor of a closed vote. All ballots will be returned to the Executive Secretary or a neutral Board member within two weeks of the call for the vote, and the Executive Secretary or Board member will announce the final count. The motion will be carried based upon the rules for election as stated in the by-laws. A record of these votes will be maintained by the Executive Secretary for no less than two years.

Article VII


Section 1.
Proposed amendments to these By-Laws will be signed by at least 3 members in good standing of the Society, and will be submitted to The Board through the Office of the Executive Secretary.

Section 2.
Amendments to these By-Laws will be considered and voted upon by The Board. Passage of a proposed amendment will require the consent of two-thirds of The Board.

Article VIII

Dues and Fees

Section 1.
Applications for active membership will be accompanied by annual dues as determined by the Board. A reduced student membership fee is available for graduate students, interns and residents when verified by a member in good standing.

Section 2.
Dues will become payable on April first of each year. They are payable to The Comparative Respiratory Society and should be mailed to the Executive Secretary. A member will become delinquent 12 months after due date and will thereafter be designated as "not in good standing" with loss of membership privileges. The following procedure will be followed by the Executive Secretary in notifying members of their dues obligation:
a. Statement in February for next year's dues.
b. If not paid, reminder statement in October.
c. Letter at 12 months delinquency (March).
d. If not paid within 30 days of this notification, the member will be designated "not in good standing" and the loss of membership privileges will automatically ensue. Reinstatement is dependent upon payment of back dues.

Article IX


Section 1.
The Board will, upon presentation of proper cause, have authority to recommend censure, suspension, expulsion, or cancellation of membership.

Section 2.
Any member may present to The Board charges against another member of unethical conduct. The accused will be notified by registered mail of all charges brought against him/her. She/he will have the opportunity to reply in writing or to appear before The Board. The Board will consider the evidence and, with concurrence of at least five members, will recommend suitable action. Disciplinary action will be taken only after being sustained by a written vote of the majority of The Society, who are present and voting at the next regularly scheduled meeting.

Article X


Section 1.
Dissolution will be made pursuant to Oklahoma law. In case of dissolution of The Society, the assets of The Society will be given to the American Veterinary Medical Association Foundation or any organization with goals comparable to the Society after proper provision for all just debts and obligations.

Article XI

Conduct of Business

Section 1.
Robert's Rules of Order, Revised, will govern the conduct of all meetings.

Article XII


The make-up and membership of the following committees will be distributed to The Board within one month of the annual meeting.

Section 1.
The Board will appoint ad hoc and standing committees as needed from the membership of The Society. The chairperson will be elected by the committee members at their first scheduled meeting unless otherwise designated by the By-Laws. If a committee person is unable to complete his/her appointed term, a replacement will be appointed by the President to fill the un-expired term.

Section 2.
The Board will appoint the Conference Planning Committee that will be chaired by the President. Committee members will include the Past-Present, President-Elect, Treasurer, and one Liaison member with ACVIM/ECVIM/WEAS. Additional members may be appointed by the President as she/he sees fit. Based on the available budget, the Committee will organize the annual symposium that contains the scientific and social programs.

Section 3.
The Board will appoint a Nominating Committee that will be chaired by the Past-President. Committee members will include Board Members in their first year of service. The Committee will propose a list of potential new Board members to the Board.

Section 4.
The Board will appoint a Membership and Recruitment Committee chaired by the President Elect and including three interested At-Large members. The members of the Committee will be appointed for two years. The Committee will develop a plan to increase membership and present it to the Board.

Section 5.
The Board will appoint a Research and Awards Committee that will be chaired by the Executive Secretary and include Board members (non-Officers) in their second or third year of service. The Committee will review abstracts submissions, and organize and arrange judging of the Graduate Student Research Award competition. The Committee will organize and arrange judging of the Society's Research Grant competition.

Section 6.
The Board will appoint a Development and Sponsorship Committee that will be chaired by the President-Elect and include the Treasurer and at least two members At-Large of the Society. The Committee members will be appointed for 2 years and reappointment will be at the discretion of the Board. The Committee will organize fundraising activities for the Society.

Section 7.
All Committees will provide the Executive Secretary with a written report at least one month prior to the annual Board meeting. The Secretary will distribute all committee reports to The Board two weeks prior to the meeting.

Article XIII


Section 1.
As an Oklahoma not for profit corporation, The Comparative Respiratory Society will not issue any shares or distribute in cash or in kind, any assets of the Corporation to any member as a dividend. However, The Board may, from time to time, reimburse any member for costs or expenses made or to be made or incurred by or on behalf of The Society.

Section 2.
The Society will not make any loans of any kind to any member.

Section 3.
The Board of Directors will obtain adequate insurance from reputable underwriters to insure against loss by the Corporation or its Board members or officers by reason of such office, including coverage for general liability, errors and admissions of officers or directors, or other such coverage as The Board from time to time may deem desirable unless otherwise agreed upon by The Board; or, in such cases as the cost of adequate insurance is beyond the financial capabilities of The Society, The Board may elect to delay insurance coverage until financially feasible.

Adopted October 2, 2003
Amended October 7, 2006

Past VCRS Events