September 01, 2006


 Amended, restated Bylaws adopted

House of Delegates also calls special session for January

Posted Aug. 15, 2006

Several years of collaborative work culminated in an affirmative vote by the House of Delegates July 15 in Honolulu approving the new Amended and Restated Bylaws for the Association.

The presiding officer, AVMA President-Elect Roger K. Mahr, declared the voice vote approving the required three implementing acts to be unanimous. The first act struck the existing Constitution and Bylaws in their entirety and replaced them with the Amended and Restated Bylaws. The second act enabled all changes in the additional AVMA governing documents necessary to ensure conformance with the new bylaws. And the third act enabled the AVMA Articles of Incorporation to be amended to conform to the new bylaws. The actions took effect immediately.

After the vote, House Advisory Committee chair, Dr. John de Jong, called for an HOD special session to be held January 2007 in Chicago during the AVMA Veterinary Leadership Conference for the purpose of reviewing and approving a revised House of Delegates Manual, discussing potential amendments to the new bylaws such as concerns relating to Judicial Council authority, and discussing procedures for future bylaws amendments.

Following the HOD session, Dr. de Jong commented, "I'm very pleased that the House of Delegates had the vision to adopt our new Amended and Restated AVMA Bylaws. The Association's new governing document strengthens our legal compliance and places us in a position of being more contemporary and progressive.

"The new bylaws were developed through a good and fair process that involved many years of hard work by a large number of people. This evolution provides us with a document that will enable the House to conduct business in an even more efficient and flexible manner, and result in a better working relationship between the House and Executive Board. This will benefit AVMA members for years to come."

Current practice among many organizations is adoption of governing bylaws without a constitution. In preparation for adoption of the new AVMA bylaws, an amendment was introduced in the HOD in July 2004 to strike the constitution in its entirety. Since January of that year, each working draft bylaws revision has incorporated suggestions submitted by members of the HOD, HAC, Executive Board, Judicial Council, and many other AVMA entities. This past spring, the board and HAC finalized the proposed revision, and the proposal was published in JAVMA as required.

Executive Board chairman, Dr. Robert E. "Bud" Hertzog said, "We've had a good, healthy discussion on the new bylaws. The Executive Board and House Advisory Committee have worked together to explain them to the delegates, and I felt that once members of the House understood them, they would buy into them.

"There will always be the opportunity to change the bylaws, and I feel very good about their adoption."

Various delegates had expressed their apprehensions about the impending bylaws vote during discussions at the Thursday HOD Informational Assembly. One particular concern was whether the new bylaws shifted the balance of power away from the HOD, and some delegates suggested that the new document did not work from the bottom up, as a membership organization should, expressed concerns about the Judicial Council being referred to as an advisory entity, and worried that the HOD was no longer being referred to as the legislative body and was possibly being limited to matters of veterinary medicine.

Discussions among delegates and HAC and Executive Board representatives in the informational assembly as well as during Reference Committee 1 led to the delegates' ultimate acceptance of the Amended and Restated Bylaws. HAC Chair de Jong, who chaired Reference Committee1, assured delegates that the HOD and Executive Board would continue to work together. "We work in tandem—we're a unit," he said of the board and HOD. Dr. Charles Stoltenow, who served on and chaired the Constitution and Bylaws Task Force, said, "The philosophy of the (new) bylaws is to empower, not restrict (the HOD)."

California delegate, Dr. George Bishop, a vocal inquisitor and skeptic of the document during the informational assembly, also serves on RC 1. At the end of reference committee discussion, he said his mind was changed after hearing the clarifications given by AVMA parliamentarian Nancy Sylvester. Also, staff had explained that the bylaws include mention of principal, not all-inclusive, duties.

Dr. Stoltenow said, "This opens a new chapter in the governance of the AVMA. It sets the foundation for voluntary leaders to make decisions efficiently and in a transparent manner. It allows more people to be engaged in the decision-making process."