Constitution – BrAVO – British Association of Veterinary Ophthalmologists

(Ratified in April 2017)

1. Title:

The association shall be known as The British Association of Veterinary Ophthalmologists. The Association is referred to these bylaws and may be described elsewhere by its acronym BrAVO.

2. Objects:

The objects for which BrAVO is established are to educate and train Veterinary Surgeons in veterinary ophthalmology, and to promote the practice, teaching and research of animal ophthalmology.

3. Membership:

Type of membership: There are four categories of membership in BrAVO: full, retired, honorary life member and associate. Members may have any nationality.

Full membership of the Association shall be restricted to persons who are graduates of an accredited veterinary college and who have satisfied any formal admission requirements laid down by the Committee.
Students, veterinary nurses and other suitably qualified persons shall be admitted to the Association as Associate Members. Associate Members shall have no rights to hold office or to vote.
Senior membership shall be available to any persons who have been full members of the association on reaching the age of 65 years. Senior membership will be gratis but will need to be renewed annually. Senior members shall retain their rights to hold office or to vote as long as their membership has been renewed.
Each full member, each retired member and each honorary life member shall have one vote at the Annual General Meeting.
Each member who has paid the required annual fee shall receive the journal published by BrAVO during the year in which they subscribe. The journal shall contain such information as scientific articles, dates of forthcoming meetings, practical information and advertisements as are determined by the Committee.
The Committee shall have the power to propose to the Annual General Meeting that Honorary Life Membership be conferred upon a member of the Association who has made an outstanding contribution to Veterinary Ophthalmology. Honorary life time members shall have both the right to vote and to hold office.

4. Committee:

There shall be a Committee which shall have the responsibility of managing and controlling the affairs and property of BrAVO. The Committee shall promote and implement the objects of BrAVO and carry out all activities with broad powers for the ordinary and extraordinary management of the BrAVO which may be delegated by resolution to the Chairman.
The Officers of the Association shall be:
1. The Chairman who shall be elected for a three-year period and shall be eligible for re-election for a further three-year period.
2. The Honorary Secretary who shall be elected for a three-year period and shall be eligible for re-election for a further three-year period. Where approved by the members this role may be shared by two persons.
3. The Honorary Treasurer who shall be elected for a three-year period and shall be eligible for re-election for a further three-year period.
4. The Honorary Junior Vice Chair – who will be elected by the current committee to work alongside the current Chair prior to assuming the role of Chair.
5. The Honorary Senior Vice Chair – the outgoing Chairperson to assume this role until replaced by the subsequent outgoing Chair.
6. The Officer’s terms of office will not count towards the maximum three, three year terms allowed.
7. The Honorary Treasurer (or Treasurers if this is a joint office) shall submit a statement of the Association’s accounts for the preceding twelve months at the Annual General Meeting, for approval by the meeting. The accounts shall be inspected by a member of the Association who is not a member, elected or co-opted, of the Committee.
Ordinary committee members. In addition to the three Officers, there shall be between two and eleven ordinary members of the Committee, who shall be elected for a three-year period and shall be eligible for re-election for up to a further two three-year periods.
Each member of the Committee is referred to in these bylaws as a Committee Member. Committee Members shall receive no honorarium but may receive reimbursement for expenses upon submission of invoices for expenses approved by the Committee. Committee members will be entitled to attend meetings of the association free of charge bar accommodation costs.
The Honorary Junior Vice Chair shall assume the role and responsibilities of the Chairperson in the event of the indisposition of the Chair.
The Committee shall be responsible for nominating a temporary Chairman, Honorary Secretary or Honorary Treasurer in the event of the indisposition of one of those Officers.
In the event that a temporary Chairperson cannot be elected from the current committee, the Honorary Senior Vice Chair shall assume the role and responsibilities of the Chairperson.
In the event that there are no active committee members then the Honorary Senior Vice Chair shall temporarily assume the role and responsibilities of the Chairperson until an Extraordinary meeting of the association can be called.
Co-opted members and sub-committees. The Committee shall have the power to co-opt to the Committee additional members, or to set up sub-committees for special purposes. If co-opted members or sub-committees are to continue to serve in the following year passing an Annual General Meeting, they shall be submitted to the Annual General Meeting for approval and election by the Association.
The Treasurer shall receive all money payable to the Association and from such money pay all the sums payable by the Association. The Treasurer shall not pay money on account of the Association, except current expenses, without the approval of the Committee.
Any Committee Member may at any time in person or by proxy inspect the accounting records, files, documents and other vouchers of BrAVO at any reasonable venue and time and may make copies and extracts thereof. Any Committee Member may inspect such documents during any Committee Meeting.
Should the office of one or more members of the Committee terminate for any reason before the appointed term, the remaining Members of the Committee may appoint the requisite number of Committee Members to serve until the next Annual General Meeting by a simple majority of votes cast.
The quorum of the Committee shall be four elected members, with a minimum of two Officers of the Committee.
The Committee may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit. A quorum of Members of the Committee or the Chairman may at any time, and the Secretary shall, upon the request in writing of the same, summon a meeting of the Committee. Due notice shall be given to all Committee Members.
All questions shall be decided by the votes of the majority of the Members of the Committee present and voting thereon at a meeting of the Committee except as otherwise provided.
On the equality of votes the Chairman shall have a second or casting vote.
The Secretary shall keep the minutes of the Committee.
Resolutions may be adopted without a meeting if they are in writing and are signed by all Committee Members.
BrAVO will legally be bound by the signatures of the Chairman and one other Committee Member or by any three Members of the Committee or by the signature of one Member of the Committee if all the Members of the Committee in a meeting have granted to such a member an authorisation for accurately describing legal acts relating to an urgent specific matter. Such an authorisation shall be evidenced by the minutes of the meeting in question and in writing by all Members of the Committee.
The Chairman represents BrAVO in all judicial, extrajudicial, administrative, public or private acts in which BrAVO is involved.
The Committee is entitled to manage BrAVO, and in particular, but not so as to restrict the generality thereof to:
1. Acquire, control, protect, expend, dispose of and invest the funds and other assets of BrAVO in such a manner as they shall consider most beneficial for the purposes of BrAVO.
2. Make and approve contracts which bind BrAVO, collect debts and pay expenses.
3. Hire, appoint or engage and dismiss on such terms and conditions and to discharge such duties as they may think fit, the Chairman, Secretary and Treasurer and other Officers, servants and employees of BrAVO.
4. Designate an attorney in fact for a temporary period and for specified and limited purposes and to delegate any of its powers to such attorney or to a Committee.
5. Acquire, alter, repair, sell or dispose of, or otherwise deal with any land, or buildings for the use of BrAVO, borrow money upon the security of any property of BrAVO, and grant or direct to be granted mortgages for securing the same.
6. Call annual meetings.
7. Establish, publish and supervise publications of BrAVO.
8. Fix the annual subscription fees for members.
9. Make repeal and amend regulations as to the management of BrAVO and its affairs, provided that such regulations are consistent with the bylaws.
10. Set the agenda for each Annual General Meeting.
11. Generally to do all things necessary or expedient for the due conduct of the affairs of BrAVO not herein otherwise provided for.
The Committee shall appoint and change banks, open and close bank accounts, borrow and invest funds and determine the manner in which cheques and other investments must be signed and in which funds may be drawn against bank accounts.
Committee Members shall be elected at the Annual General Meeting or an Extraordinary General Meeting, for a three year term and will be immediately eligible for re-election at the end of that term of office.
With the exception of the Senior Vice Chair, Officers shall be nominated from and by the current committee. Where there is more than one nominee for a position the Officer shall be chosen by a ballot of the membership at the Annual General meeting or an Extraordinary General Meeting. Election will be by simple majority with the current Chairperson having a second, casting vote in the event of a tie.
The committee may from time to time appoint a third party to act as an employed secretariat to support the Business of the Association. Any such appointment must be ratified by the membership at an AGM or EGM.

5. Elections:

Any necessary elections shall be generally be held at the Annual General Meeting however, where notice is given to the members of the association, elections may be held at an Extraordinary General Meeting.
Nominations for the election of Officers and ordinary Committee Members shall be proposed and seconded by full members of the Association and have the consent of the nominees.
Officers shall generally be nominated from and by the current committee with the election made by the association members.
Where single nominations are received for the election of Ordinary Members and Officers, election will be by the show of hands of the the attending members. Election will be by simple majority with the current Chairperson having a second, casting vote in the event of a tie.
Where there is more than one nominee for any position the Officer or Ordinary Member shall be chosen by a ballot of the membership. Election will be by simple majority with the current Chairperson having a second, casting vote in the event of a tie.
Ordinary Committee Members shall be elected for a three year term and will be immediately eligible for re-election at the end of that term of office.

6. Subscriptions:

The amount of the annual subscriptions for the succeeding year shall be reviewed annually by the Honorary Treasurer and approved by the Annual General Meeting.
The Association’s year shall run from 1st April to 31st March. The subscription shall be due immediately following the 1st April, or in the case of new members, upon election.
Members whose subscriptions are more than three months in arrears shall cease to receive the journal, and if still in arrears six months later shall cease to be members.
Early payment of membership will be accepted from the 1st December.
Members whose subscriptions are more than one year in arrears shall have their names removed from the mailing list.
The onus is with the individual member to maintain an up-to-date subscription.
Should the Association be declared insolvent, all fully paid-up members shall be held to be equally responsible for the Association’s debts up to a maximum of twice the annual subscription per member.

5. Business Meetings:

The Annual General Meeting (AGM) of the Association shall be held within eight months of the end of the financial year. The business shall include:
1. Minutes of the previous AGM
2. Chairman’s report
3. Honorary Secretary’s report
4. Honorary Treasurer’s report
5. Reports from any sub-committee convenor
6. Approval of subscription rates for following year
7. Election of new members
8. Appointment of the Honorary Auditor
9. Election of Officers and Committee Members
10. Place and date of the next AGM
11. Any other business
An Extraordinary General Meeting (EGM) may be called by the Chairman whenever the Chairman thinks fit, or convened by the Honorary Secretary on the instruction of a majority of the Committee, or on receipt of a request made and signed by six fully paid-up members, stating the subject for discussion. The EGM shall be held not later than twenty-one days after receipt of such instructions or request. No business shall be transacted at the EGM other than that for which the meeting has been called.
At the AGM or at any EGM the necessary quorum shall be 20 full members of the Association.
Voting is by show of hands, unless one third of the members attending request a ballot.
Resolutions shall be passed by a simple majority of votes cast except as otherwise provided herein or by law.
Abstentions shall be deemed to be null and void votes. On the equality of votes the Chairman shall have a second or casting vote.
At least two months notice of a proposal to amend the bylaws or dissolve BrAVO must be given to all members of BrAVO.
Members may grant a written proxy to another Member to be delivered to the Chairman in writing at least three days prior to the meeting.
Minutes shall be kept by the Secretary.

8. Visitors:

Members may normally introduce visitors to any meeting, but one of the Officers of the Association should be notified. Visitors shall leave the room if any business of the Association is to be transacted.

9. Constitution:

A copy of the constitution shall be available to any member on request to the Honorary Secretary.
No alteration shall be made to this Constitution except by a two-thirds majority of those members present at the AGM (or any EGM duly convened for the purpose) of the Association, and then only if notice to alter the rule or rules concerned has been notified two months in advance to all fully paid-up members individually.

10. Affiliation with other Societies:

The Association may elect to enter into affiliation with or enter any other suitable relationship with other Societies having aims and objectives related to those of the Association.

11. Dissolution:

All assets of BrAVO upon a dissolution shall be transferred to another non-profit body with objects similar to those of BrAVO.

Any matter not provided for in this constitution shall be left to the discretion of the Committee.