AAHA Bylaws

Article I — Name

This Association shall be known as the AMERICAN ANIMAL HOSPITAL ASSOCIATION or AAHA.

Article II — Membership

Section 1 — General

Membership is open to veterinary hospitals, professionals, and all others related to and committed to the delivery of high-quality veterinary care to animals.  The Association believes that excellence in animal care is best achieved by veterinarians and their practice staff and therefore encourages membership by all individuals in the health care team.

All veterinarians must be licensed to practice veterinary medicine in the jurisdiction of the practice unless licensure is not required by law.  In addition, veterinarians and veterinary technicians should maintain membership in their national, state or provincial, and local associations, and should support, where applicable, other organizations related to their fields of special interests.

Section 2 — Classes

There shall be two classes of members: American Animal Hospital Association (“AAHA”) Accredited Practices and such other members as determined by the Board of Directors in its discretion.  AAHA Accredited Practices shall be Voting Members as such term is defined in the Illinois General Not For Profit Corporation Act, as amended (“Act”).  All other members shall be non-voting members.  AAHA Accredited Practices are those that meet the requirements set forth in Article III.  Categories and classes of Voting Members and non-voting members, including eligibility, dues, and benefits, shall be defined from time to time by the Board of Directors.

Section 3 — Member Dues

1. Payment. The amount of dues may vary between categories and classes of membership.  The Association shall establish the timing and method of dues notification and collection.
2. Delinquency.  A Member (as defined in Article III, Section 1) shall be considered delinquent and not in good standing if dues are not paid by the date stated in the dues statement sent to the Member.  A delinquent Member shall forfeit membership for failure to pay dues by the date stated in the notice of delinquency sent by the Association to the Member’s last known address. A Member whose membership has been forfeited for nonpayment of dues may be reinstated upon payment of the entire indebtedness and upon meeting the requirements for membership.

Section 4 — Application for Membership

The Association shall determine the application processes and procedures for each class and category of membership.   Membership will be granted upon determination by the Association that the requirements for a particular class or category of membership have been met.

Section 5 — Member Discipline

The Association shall have the power to discipline any of its Members subject to the provision of the Act, these Bylaws, and Board-approved policies and procedures which include adequate provision for fairness, due process, and appeal.

Article III — Accredited Practices

Section 1 — Membership Definitions

1. AAHA Accredited Practice or Accredited Practice: Any practice that has met the requirements for membership in AAHA as an Accredited Practice by following the application processes and procedures established by the Association from time to time and by maintaining continuous compliance with the AAHA Standards (defined below in Article III, Section 3) applicable to the relevant Accreditation category.
2. Accredited Practice Team Member: All individuals who are equity owners of or employed by an AAHA Accredited Practice.
3. Administrative Director: Each Accredited Practice may designate an Administrative Director who shall have a principle administrative responsibility for the practice.  The Medical Director may also be the Administrative Director, but the Administrative Director need not be a veterinarian.
4. Medical Director: Each Accredited Practice must designate a veterinarian in good standing with the veterinarian’s state or provincial veterinary board as Medical Director of the Practice.  The Medical Director must have authority over all decisions of a medical nature and all those pertaining to the AAHA Standards. The Medical Director may designate a Veterinary Associate to be an Interim Medical Director in the absence of the Medical Director provided that the Medical Director first notifies AAHA with the name and contact information of the Interim Medical Director.
5. Member: An individual or organization listed on the membership rolls of the Association, whether a Voting Member or non-voting member, who has paid all applicable AAHA membership dues.
6. Veterinary Associate: Each veterinarian in good standing with the veterinarian’s state or provincial veterinary board employed by an AAHA Accredited Practice.
7. Accredited Veterinary Practice Network (“VPN”): Generally, a network of veterinary practices owned by a single business entity that have met and continue to maintain compliance with the requirements of VPN Accreditation as determined by the Association from time to time.
8. Voting Member: A Voting Member shall mean the same as an AAHA Accredited Practice and shall have such rights as set forth in the Act and these Bylaws.

Section 2 — Eligibility For AAHA Accreditation

AAHA Accreditation is open to veterinary practices, Veterinary Practice Networks, veterinary research centers, service animal training centers, animal shelters, teaching hospitals operated by American Veterinary Medical Association-accredited colleges of veterinary medicine, and such other organizations that are concerned with the health and welfare of animals and which meet the AAHA Standards applicable to the relevant category of Accreditation and pay the required AAHA membership dues.

Section 3 — AAHA Standards of Accreditation

The Association shall maintain at all times an effective program accrediting animal veterinary hospitals (“Accreditation”), including the establishment and publication of standards for veterinary practice (the “AAHA Standards of Accreditation” or the “AAHA Standards”).  The Board of Directors shall ensure that the AAHA Standards are periodically and regularly updated to reflect the best current information regarding standards of excellence.

AAHA Standards may be applicable to all AAHA Accredited Practices or may be specific for various categories of AAHA Accredited Practices.   Accredited Practices must adhere to the AAHA Standards and must demonstrate compliance with those standards in a manner determined by the Board of Directors.

Section 4 — Maintenance of Accreditation

An AAHA Accredited Practice shall maintain its Accreditation only so long as it complies with all of the provisions of these Bylaws and the AAHA Standards, as they may be amended from time to time. Every AAHA Accredited Practice shall submit to periodic on-site and/or virtual evaluations by representatives of the Association.  Failure to permit periodic evaluations may result in termination of AAHA Accredited Practice status and/or AAHA membership.

The Association may develop written policies and procedures relating to AAHA Accredited Practice evaluations, including but not limited to the effect of a change of location of an Accredited Practice’s facility, change of Medical Director, and similar matters.

Article IV — Voting

All Accredited Practices in good standing shall be Voting Members of the Association. Voting rights are granted as follows: each AAHA Accredited Practice shall receive one (1) vote per Accredited Practice location where veterinary care is provided (which shall include a mobile practice location). The Accredited Practice may determine which Accredited Practice Team member shall vote on its behalf.  If no such determination is made, the Medical Director shall vote on behalf of the Accredited Practice.

Article V — Membership Meetings and Voting

Section 1 — Meetings

Meetings of the Voting Membership may be called at any time by the Board of Directors.  Meetings are not required and may be held within or without of the State of Illinois. Special meetings may be called by the President and any two other Officers, or on written request signed by at least one percent (1%) of all the Voting Members.  Any action which may be taken at a meeting of the Voting Members may be taken by written ballot as set forth in Article V, Section 5 below. Non-voting members may attend Voting Member meetings in the sole discretion of the Board of Directors.

Section 2 — Notice

Notice of meetings of the Voting Members may be published in a periodic publication of the Association and may also be given by electronic mail or by such other means permitted by the Act, not less than 20 days or more than 60 days before the date of the meeting.

Section 3 — Voting and Quorum

Except in the case of any matter specifically set forth in these the Act, these Bylaws, or the Articles of Incorporation, a vote of fifty-one percent (51%) of the Voting Members present in person (including via teleconference or video conference) at a meeting at which a quorum is present shall be needed to pass any issue brought before the Voting Members. One percent (1%) of the Voting Members shall constitute a quorum.

Section 4 – Voting Rights of Members.

Voting Members in good standing shall have the right to elect Officers of the Association as provided in Article VII.  The Board may submit such other matters to the vote of the Voting Members as it determines in its sole discretion.

Section 5 — Voting By Written Ballot

Any action that may be taken at any meeting of the Voting Members may be taken by written ballot, either at a meeting or by mail, e-mail, web platform, or by any other means permitted by the Act pursuant to which the Voting Members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by the amount required by these the Act, the Articles of Incorporation, or these Bylaws, provided that the number of votes cast constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered. The ballot shall: set forth each proposed action; provide an opportunity to vote for or against the proposed action; indicate the number of responses necessary to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; specify the time by which the ballot must be received by the corporation in order to be counted; and be accompanied by written information sufficient to permit each person voting to reach an informed decision.

Article VI — Board and Corporate Officers: Duties

Section 1 — Number

The Board Officers of the Association (which are also members of the Board of Directors) shall be a President, President-Elect, Vice President, Secretary/Treasurer, and such other Board Officers as may from time to time be appointed by the Board of Directors.  The Corporate Officers of the Association shall be a Chief Executive Officer, Chief Financial Officer (whether internal or external), and may include a Chief Operating Officer. The Chief Financial Officer and Chief Operating Officer (if any), along with the human resources position (whether internal or external), may be hired, terminated, and report directly to the Board of Directors in the Board of Director’s sole discretion.  These positions will report directly to the Chief Executive Officer for day-to-day operations, performance reviews, and other matters not involving the Chief Executive Officer or as otherwise determined by the Board of Directors in its sole discretion.

Section 2 — Qualifications

The President, President-Elect, and Vice President must each be a licensed veterinarian who was an Accredited Practice Team Member for no less than three (3) consecutive years at least six (6) months prior to their accession to the office of Vice-President (or President-Elect, as applicable) and who maintain such qualifications while serving on the Board of Directors.  Additionally, the President-Elect must have served as a member of the Board of Directors for at least one (1) year prior to their accession to office.

Section 3 — President 

The President shall:

1.  Preside at all Membership meetings.
2. Serve as chair of the Board of Directors.
3. At the conclusion of the term of office, continue to serve as a member of the Board of Directors as the Immediate Past President for a term of one (1) year.
4. Perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4 — President-Elect   

The President-Elect shall:

1. Perform the duties of the President in the absence of the President.
2. Appoint all committees, with the advice and approval of the Board of Directors, except as otherwise provided in these Bylaws, and shall be an ex officio member of each committee, except the Leadership Identification and Nominating Committee, without the right to vote.
3. Coordinate the various committees and become thoroughly familiar with the work and progress of each committee and shall serve as an ex officio member of each standing committee, except the Leadership Identification and Nominating Committee, without the right to vote.
4. Perform such other duties as may be prescribed by the Board of Directors from time to time.
5. Serve as a member of the Practice Accreditation Committee.
6. Succeed to the office of President at the annual meeting of the Association or upon a vacancy in the office of President.

Section 5 — Vice President

The Vice President shall:

1. Serve as President-Elect in the absence of that officer and shall perform the duties of the President in the absence of both the President and the President-Elect or in the event both of such Officers refuse or are unable to perform the duties of those offices.
2. Serve as a member of the Membership Audit and Control Committee.
3. Perform such other duties as may be assigned by the Board of Directors from time to time.

Section 6 — Secretary/Treasurer

The Secretary/Treasurer shall:

1. Ensure that permanent and complete minutes of all meetings of members and of the Board of Directors are maintained, and that all corporate records and seals are properly safeguarded.
2. Ensure that proper accounting systems and controls for all receipts and disbursements of the Association are in place, and that all funds are secured and invested in accordance with investment policies established from time to time by the Board of Directors.
3. Recommend annually a certified public accountant who shall conduct an audit at the conclusion of each fiscal year.
4. Report at least annually to the membership on the financial condition of the Association.
5. Perform such other duties as may be prescribed by the Board of Directors from time to time.

Section 7 — Chief Executive Officer

The Chief Executive Officer shall:

1. Serve as the chief executive officer of the Association and perform such duties as may be assigned by the President of the Board of Directors from time to time.
2. Serve as an ex officio member of the Board of Directors and of every committee, except the Leadership Identification & Nominating Committee, without the right to vote.

Section 8 — Records and Properties

It shall be the duty of all Board and Corporate Officers to turn over to their successors all properties, records, or other assets of the Association at the expiration of their terms.

Article VII —Nomination and Election of Board Officers and Directors

Section 1 — Nomination of Officers and Directors

The Leadership Identification and Nominating Committee (“LINC”) shall prepare a slate of persons nominated for the positions of President-Elect and Vice President and, when necessary, Secretary/Treasurer and President, as well as any other Director position which becomes vacant, and shall submit the slate to the Chief Executive Officer at least 120 days prior to the annual third quarter meeting of the Board of Directors.  The slate shall contain at least one name for each position.  The Association shall forthwith publish the names of those nominated in an Association periodical or post the names on the AAHA website.

Additional nominations for any position may be submitted in writing to the Chief Executive Officer with the signatures of at least one percent (1%) of all the Voting Members at least 90 days prior to annual third quarter meeting of the Board of Directors.  If there is only one nominee for any office when the period for nominations closes, that nominee shall be deemed to have been elected.

Section 2 — Election of Board Officers and Directors

If there is more than one nomination for an officer or a director position,  the Voting Members shall vote on the nominees pursuant to Article IV, including by the procedure set forth in Article V, Section 5 of these Bylaws.   No less than thirty (30) days nor more than sixty (60) shall be allowed for their distribution and return.  Each ballot shall list the nominees, in alphabetical order, and include such additional information about the nominees as determined by LINC or the Board. The nominee receiving the largest number of votes shall be declared to be elected, and the results of the election shall promptly be reported to the Board of Directors and to the membership.

Section 3 — Installation

The Board Officers shall take office at the close of the annual member meeting following their election.

Section 4 — Term of Board Officers

The President Elect and the Vice President shall each serve until the annual third quarter meeting of the Board of Directors or until the installation of their successors, at which time the President-Elect shall become President, to serve as President until the annual third quarter meeting or until the installation of a successor.

The Secretary/Treasurer is eligible to serve a first term of one (1) year; a second term of two (2) years; and a third term of three (3) years.

Section 5 — Succession

The President-Elect shall automatically succeed to the office of President at the end of the President’s term or upon a vacancy in the office of President as set forth in Section 6 below. The President and President Elect may not succeed themselves in office, except as otherwise provided with respect to an unexpired term in Section 6.  The Vice President may be elected for not more than one (1) additional term as Vice President.

Section 6 — Vacancies

1. If the office of President becomes vacant for any reason, the President-Elect shall immediately become President and shall serve for the balance of the President’s term and thereafter through the second annual conference following his or her election as President-Elect.  If there is a vacancy in the office of President-Elect when the vacancy in the office of President occurs, then the Vice President shall perform the duties of the President through the next annual conference when a President shall be elected to serve through the following annual conference or until the installation of a successor.
2. If the office of President-Elect becomes vacant for any reason, then the Vice President shall assume the duties of the President-Elect through the next annual conference when both a President and a President-Elect shall be elected to serve through the following annual conference or until the installation of their successors.
3. A vacancy in any other office shall be filled by the Board of Directors for the balance of the unexpired term.

Article VIII — Board of Directors

Section 1 — Composition

The Board of Directors shall consist of  no less than seven (7) and no more than ten (10) directors as follows: the President, President-Elect, Vice President, Secretary/Treasurer, the Immediate Past President, and between two (2) and five (5) additional Directors, with the exact number to be determined in the discretion of the Board of Directors.  No more than three (3) Directors shall be non-veterinarians.  The Chief Executive Officer shall be an ex officio member of the Board of Directors without the right to vote.

Section 2 — Duties

The Board of Directors shall manage the affairs of the Association and shall perform such duties as are required or permitted by these Bylaws and the Act.  It shall periodically report its activities to the Members.  The Board of Directors may, from time to time, establish policy with regard to the remuneration of Officers and Directors. To the extent reasonably feasible, the person or persons determining compensation shall obtain data on the compensation of officers holding similar positions of authority within comparable organizations, shall set the compensation based on such data and an evaluation of the Officer’s performance and experience as related to the requirements of the position, and shall document the basis for the determination including the comparison data used, the requirements of the position, and the evaluation of the Officer’s performance and experience.

Section 3 — Directors

1. Qualifications. Each Director must have been an Accredited Practice Team Member for at least three years immediately preceding election and must maintain such status during their term on the Board of Directors.  Directors must be those individuals committed to achieving the mission and objectives of the Association and should reflect a range of skills and diversity, including but not limited to diversity of thought, background, geography, and practice type.
2. Term. Each Director who is not also a Board Officer may serve up to a total of three (3) terms.  The first term shall be for one (1) year, the second term for two (2) years, and the third term for three (3) years, for a total of six (6) years.  Such terms shall be in addition to any unexpired term to which the director may have been elected to fill a vacancy. Directors who are also Board Officers may finish their rotation through the Board Officer positions (i.e., through Past-President) or finish their term as Secretary/Treasurer if their Board Officer role extends beyond six (6) years. Board Officers who finish their Board Officer rotation or position but who have not been on the Board for six (6) years may but are not required to stay on the Board until they have been on the Board for six (6) years. Terms of directors shall begin and end at the conclusion of each annual member meeting or until the installation of their successors.
3. Vacancies. If any vacancy occurs in the Board of Directors for any reason, the vacancy shall be filled by the Board of Directors, following consultation with LINC.  Any Director so appointed shall take office immediately and shall serve only for the unexpired portion of the term of the person who created the vacancy.

Section 4 — Meetings

The Board of Directors shall hold at least two (2)  meetings each year, at a time and place determined by the President.  Additional meetings may be called at any time by a majority of the Board of Directors.  Meetings may be conducted in person, by telephone or video conference, or by any other means permitted by the Act.  Notice of any meeting of the Board shall be sent to each member of the Board at least ten (10) days before the meeting.  A majority of the Directors present shall constitute a quorum for the transaction of business.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors.

Section 5 — Informal Action by Directors

Any action to be taken at a meeting by the Board of Directors may be taken without a meeting if consent in writing, prior to such action being taken, is given by all of the Directors.

Article IX — Indemnification of Directors, Officers, and Employees

Every Director, Officer, and Employee of the Association shall be indemnified by the Association to the full extent allowed by law against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer or Employee of the Association, or any settlement thereof, whether the person is a Director, Officer, or Employee at the time such expenses are incurred, except in such cases wherein the Director, Officer, or Employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer, or Employee may be entitled.

The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee, or agent of the corporation or of another corporation, partnership, joint venture, trust, or other enterprise for which he or she served as such at the request of the Association against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of that status, whether or not the Association would have the power to indemnify that person against such liability under the provisions herein.

Article X — Committees

Section 1 — Standing Committees

The following committees are established as standing committees:

1.  Leadership Identification and Nominating Committee. The Leadership Identification and Nominating Committee (“LINC”) shall consist of between five (5) and seven (7) AAHA Accredited Practice Team Members whose practices have maintained AAHA Accreditation in good standing for at least three (3) consecutive years prior to their appointment to LINC and who maintain such status at all times while on LINC. The membership of LINC shall include  at least four (4) veterinarians, one of whom shall be a Past President; one (1) Accredited Practice Team Member who does not need to be a veterinarian; the Immediate Past President; plus such additional Accredited Practice Team Member as appointed by the President-Elect.  The Chair of LINC shall be the veterinarian who has served the longest on the LINC.  The members appointed by the President-Elect do not require approval by the Board of Directors.  Except for the Immediate Past President who shall serve a one-year term, each member will serve a three (3) year term, without the possibility of reappointment for at least three (3) years.  No member, while serving on LINC, may be nominated as an officer or director.   No member of the Board of Directors shall be eligible for appointment to LINC.  Members of LINC are not eligible to apply for a position as a Director or Board Officer for at least three (3) years after the end of their term with LINC.
2. Membership Audit and Control Committee. The Membership Audit and Control Committee (“MACC”) is responsible for ensuring that applicants for AAHA Accreditation are properly qualified to be accepted for as AAHA Accredited Practices in accordance with these Bylaws and the AAHA Standards,  MACC is also responsible for ensuring that all AAHA Accredited Practices are in compliance with the AAHA Standards and Bylaws as they may change from time to time.
3. Practice Accreditation Committee. The Practice Accreditation Committee (“PAC”) is responsible for reviewing and recommending revisions to the Standards.

Section 2 — Other Committees

The Board of Directors may from time to time designate additional committees, ad hoc committees, project teams, task forces, or advisory groups to address matters of interest to the Association.

Section 3 — Appointment

The number of members, the designations of the Chair, and the duties and responsibilities to be performed by each group shall be determined from time to time by the Board of Directors, subject to other provisions of these Bylaws.  The members of each committee or group shall be appointed by the President, subject to the approval of the Board of Directors and to the other provisions of these Bylaws.

Article XI — Amendment

The Board of Directors may amend these Bylaws at any time to add, change, or delete a provision, provided, however, that the Voting Members shall have the right to approve any such addition, change or deletion to the Bylaws which impact their rights and obligations as Voting Member, and the Bylaws may only be amended in a manner which would not disqualify the Association under § 501(c)(6) of the Code.

Article XII – Miscellaneous Provisions

1. Terminology Guidelines. The Board may approve terminology and Association intellectual property (i.e., logos, trademarks, service marks, etc.) guidelines for their appropriate and correct usage by Accredited Practices and other Members of the Association. Failure to abide by such terminology guidelines may be cause for suspension or termination of Member status.
2. Governing Law. These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Illinois.
3. Captions. All Article titles or captions contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.