CONFERENCE OF RESEARCH WORKERS IN ANIMAL DISEASES
ARTICLE 1. NAME & OFFICES.
The corporate name is Conference of Research Workers in Animal Diseases. The corporation shall adopt the trade-name based on the acronym CRWAD.
CRWAD’s principal office shall be at a location designated in the Articles of Incorporation filed in the State of Colorado. Thereafter, the principal office and any other locations from which CRWAD may do business shall be designated by the Council. Corporate offices may be located either within or outside the State of Colorado, as the Council may designate or as the business of CRWAD may require.
ARTICLE 2. MEMBERS.
2.1 Membership. Membership in CRWAD shall be in the following categories: (a) voting members shall include all active and life members and (b) non-voting members shall include all student and post-doctoral/graduate members. Additional membership categories and the criteria for membership, application forms, and fee structure shall be established by the Council.
2.2 Annual Meeting. The Council shall establish the day, date, and location for an annual meeting of the members for the purpose of electing council members and for the transaction of such other business as may come before the meeting.
2.3 Place of Meetings. The President or the Council may designate any location, either within or outside the State of Colorado, as the place for any meeting, including the annual meeting.
2.4 Notice of Meetings. Notice stating the date, time, and place of the meeting, shall be posted on CRWAD’s website or sent to each member entitled to vote not less than 30 days before the date of the meeting.
2.5 Voting. Unless otherwise specified by the Council, only active and life members are entitled to vote at the annual meeting. Members must be present at the meeting to vote. No proxy voting is allowed. The voting members personally present at a meeting shall constitute a quorum. The affirmative vote of a majority of the members shall be the act of the Members.
The voting members shall elect council members, the President and Vice President. The candidate receiving the highest number of votes for each position is elected to the position, even if no candidate receives a majority of the votes cast for the position.
ARTICLE 3. COUNCIL
3.1 General Powers. The business and affairs of CRWAD shall be managed by a Council which shall have the general rights and responsibilities of a board of directors.
3.2 Number. The Council shall consist of six council members: (a) four at large council members, each of whom shall be elected to a four year term, with one at large council member elected at each annual meeting, and (b) the President and Vice-President elected at the annual meeting, each of whom shall serve for a one year term.
3.3 Qualifications. Council members shall be natural persons of the age of eighteen years or older who are voting members in CRWAD.
3.4 Executive Director. The Council shall appoint an Executive Director who shall have responsibility for the day to day operation of CRWAD under the direction and control of the Council and the President. The Executive Director shall be an ex officio member of the Council.
3.5 Resignation. Any council member may resign at any time by giving written notice to the President and/or the other council members.
3.6 Removal. The Council may set requirements for participation in Council activity, the violation of which by a council member may result in a Council decision to remove such council member for cause.
3.7 Vacancies. A vacancy occurring in the Council may be filled by the affirmative vote of a majority of the remaining council members for the unexpired term of the vacant position.
3.8 Meetings. The Council shall hold an annual meeting immediately preceding the annual meeting of the members. The Councilmay provide for the date, time, and place, either within or outside Colorado, of additional meetings
3.9 Quorum. A majority of the council members shall constitute a quorum for any meeting.
3.10 Majority Vote. The act or decision of the majority of the council members at a meeting at which a quorum is present shall be the act or decision of the Council. The Executive Director shall be an ex officio member of the Council, but shall only be entitled to vote if necessary to break a tie vote by the council members.
3.11 Compensation. No council member or officer of CRWAD other than the Executive Director shall receive compensation for services provided to CRWAD, although such persons may be reimbursed for expenses incurred on behalf of CRWAD. Any expense reimbursement shall be approved by the Council.
3.12 Council Chair. The President shall serve as Council Chair. The President may delegate such responsibility to the Executive Director.
3.13 Committees. The Council may, by resolution, establish one or more committees with the authority set forth in the resolution. The Council shall establish a nominating committee from its membership, which committee shall submit nominations for Council and the offices of President and Vice President at the annual meeting of members.
3.14 Informal Action–Unanimous Consent. Any action required or permitted to be taken at a meeting of the Council, or of a committee appointed by the Council, may be taken without a meeting if unanimous consent to the action is signed by all council or committee members. Written consents may be signed in counterparts. The action may be effective on a date and time stated in the signed consents. Unanimous consent shall have the same force and effect as a unanimous vote at a meeting of the Council or the committee.
3.15 Meetings by Telecommunication. The members of the Council, or a committee appointed by the Council, may participate in a meeting of the Council or committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other at the same time. Participation through electronic conferencing shall constitute presence in person at the meeting.
ARTICLE 4. OFFICERS & AGENTS.
4.1 General. The elected officers of CRWAD shall be a President and Vice-President. The Council shall appoint a Secretary and a Treasurer to serve at the discretion of the Council. Officers shall be voting members of CRWAD. In its discretion, the Council may appoint the Executive Director as the Secretary and/or Treasurer. Except for the Executive Director, no officer shall receive compensation for services rendered to CRWAD. The Executive Director may receive compensation in the form of an honorarium, the amount of which is in the sole discretion of the Council. The Executive Director may not vote on any honorariumfor the Executive Director. Where the duties of an officer, agent, or employee are not prescribed by the bylaws or the Council, such officer, agent, or employee shall follow the orders and instruction of the President.
4.2 Election & Term of Office. The President and Vice President shall be elected by the Members at the annual meeting for a term of one year.
4.3 Vacancies. A vacancy in any office, however occurring, may be filled by the Council for the unexpired portion of the term.
4.4 President. The President shall be a council member of CRWAD. Unless delegated to the Executive Director, the President shall have general control of CRWAD and preside at all meetings of the Council and members.
4.5 Vice President. The Vice President shall be a council member of CRWAD. The Vice President shall assist the President and shall perform such duties as may be assigned by the President or the Council. In the absence of the President or in the event of the President’s resignation, the Vice President shall have the powers and perform the duties or assume the office of the President.
4.6 Secretary. The Secretary is an administrative officer and shall have the duties and responsibilities customary to the office of Secretary as well as such other duties as may be assigned by the President and/or Council.
4.7 Treasurer. The Treasurer is an administrative officer and shall have the duties and responsibilities customary to the office of Secretary as well as such other duties as may be assigned by the President and/or Council.
ARTICLE 5. DISTRIBUTION ON LIQUIDATION.
Upon the dissolution or termination of CRWAD, the assets of the corporation shall be distributed in compliance with Colorado Law governing dissolution of non-profit entities and the provisions of CRWAD’s Articles of Incorporation.
ARTICLE 6. INDEMNIFICATION.
6.1 Officers & Council members. Each council member and/or officer of CRWAD who is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a council member and/or officer of CRWAD shall be indemnified and held harmless by CRWAD against all costs and expenses, including attorneys’ fees, expert witness fees, judgments, fines or amounts paid in settlement and/or actually and reasonably incurred if the council member or officer acted in good faith and in a manner reasonably believed to be in the best interest of CRWAD.
The indemnification rights provided by this Article shall not be deemed to be exclusive of other rights to which a council member or officer may be entitled by the laws of Colorado or by formal resolution adopted by the Council at least one year prior to an event giving rise to a claim for indemnification.
6.2 Insurance. The Council may authorize the purchase of insurance to provide coverage for CRWAD’s indemnification obligation under CRWAD’s Articles of Incorporation, this bylaw, or action of the Council.
ARTICLE 7. MISCELLANEOUS.
7.1 Fiscal Year. CRWAD’s fiscal year shall be established by the Council.
7.2 Adoption and Amendment to Bylaws. These bylaws and the related Statement of Conversion and Articles of Incorporation replace CRWAD’s previously published Constitution and Bylaws. This action is taken by the Council to correct perceived deficiencies in CRWAD’s organizational documents. The voting Members may override the Council’s action by a vote of three-fourths of the members present and voting at the annual meeting at which these bylaws and the related Statement of Conversion and Articles of Incorporation are presented for ratification. In the event the described action is rejected by the voting members, the existing structure will be remain. The Council advises that if CRWAD continues in its present form, it is likely to be treated as a voluntary association in which the members may have personal liability rather than as a corporation under Colorado Law. Once approved, only the Council shall have power to amend these bylaws in the future. The Council shall report any amendment to the members at the next succeeding annual meeting.
The undersigned Secretary of CRWAD certifies that these Bylaws were adopted by CRWAD on the 10th day of December, 2013.
Robert P. Ellis
Executive Director, Secretary