“The time has come”  the walrus said  “to speak of many things…..”      Lewis Carroll

 

 

The AAWV’s Constitution and By-Laws makes allowances for the periodic need for changes and adjustments.  Currently there is clearly a division within the membership with a significant number of members favoring merger with the AAZV to form an American Association of Zoo and Wildlife Veterinarians (AAZWV), and a significant number favoring remaining a stand alone organization but with restructuring (AAWV January and April 2004 Newsletters).   Either way we go we are at a point in time when some Constitutional and Bylaws changes and adjustments need to be considered by the membership and the following is the means that the AAWV Board of Governors (as defined by the AAWV Constitution) has by unanimous vote decided to resolve this:  1) send out a “heads up” e-mail to all members who communicate this way during the first week in June (90 days before the annual meeting) with the “Background”, “Actions to be Taken”, “Point of Clarification” and “Proposed Actions Effects on the AAWV Constitution…” as shown below and mail this same information to members who don’t use e-mail. 2) provide this same information in the July 1, 2004 AAWV Newsletter (60 days before the annual meeting) along with a set of “closing arguments” limited to 500 words from each side, 3) provide the Ad Hoc Strategic Affiliations Committee report and the articles written by proponents of both views in the January and April AAWV Newsletters on the AAWV Website as of the first week in June, 2004 (90 days before the annual meeting) for further review and consideration of the membership, 4) mail out a ballot on the issue (wording at the bottom of this document) with an abbreviated version of the “Background” and “Effects on the Constitution…” on July 1 (60 days before the annual meeting) to all “active members” as defined by the AAWV Constitution.  The remainder of the procedures are described in “Actions to be Taken” below.  

 

 

BACKGROUND:

 

The AAWV Constitution says (Article IX); “The membership may amend this Constitution by a two-thirds majority of votes cast by Active Members (defined in Article III, section 1 as a graduate veterinarian supportive of the Associations objectives and with an interest in wildlife that meets the criteria set out in the bylaws – of which only Article I Section 4, that they have paid their yearly dues by June 1 of the calendar year applies) at an annual meeting provided that the proposed amendment shall have been (a) introduced at the preceding annual meeting and (b) copies sent to each member at least 60 days prior to an annual meeting.”  

 

The AAWV Bylaws say (Article VI); “These bylaws may be amended at any annual meeting; however, proposed amendments shall be published in the Newsletter at least 60 days prior to an annual meeting at which they are to be considered, and shall be presented to the Executive Board (note: there is no “Executive Board” defined in the Constitution but Article V of the AAWV Constitution defines the Board of Governors “The Board of Governors shall consist of the president, vice-president, secretary, treasurer and Advisory Council Chairman and shall be the administrating body of the Association” and Article III of the Bylaws defines this same group as the Executive Board) for its consideration and recommendations prior to any action by the membership.  The amendment must pass by two-thirds majority of the votes cast at the Annual Meeting or by a two-thirds majority of ballots returned to the Secretary-Treasurer within 90 days after ballots are distributed to the membership.”

 

 

ACTIONS TO BE TAKEN:

 

Clearly there are some minor inconsistencies in the AAWV Constitution and Bylaws, but in an effort to comply with the Constitution and Bylaws the following actions will be taken:

 

1) To comply with the requirement for consideration and recommendation by the Executive Board which we will take to mean or be synonymous with the Board of Governors, prior to any action by the membership, the information in this document has been provided to the AAWV Vice-president, Secretary, Treasurer and Council chair during the last two weeks in May of 2004 and they have voted unanimously to proceed as described.   

 

2) Proposed Election Rules approved by the AAWV Board of Governors.

 

  1. Ballot (see below at bottom) on strategic affiliations will be mailed out separately from but at the same time as the July 1, 2004 Newsletter to all “active members”.   Only original ballots postmarked on or before September 2, 2004 (the date of the scheduled annual meeting), not photocopies, will be accepted when returned.
  2. The ballots will be printed such that each will have a number or identifier that will allow it to be identified as valid (ie. ballots secret but verifiable).
  3. The mailing list for “active members” to receive ballots will consist of those active members in good standing as of June 1, 2004 (defined as Active Members by the AAWV Constitution and Bylaws).  Institutions, students, or subscribing members or previous members who have not paid dues in 2004 will not be provided with ballots (note: both the January and April 2004 Newsletters contained reminders to pay dues for 2004, and all previous members from 2003 or 20O2 who were not paid up for 2004 yet were e-mailed or snail mailed a separate reminder in April of 3004).
  4.  Any and all eligible ballots postmarked during the period from July 1 (target date for mailing of Newsletter) until September 2, 2004 (the annual meeting), a period of just over 60 days, will be counted.
  5. The ballots will be returned to the University of California, Davis-Wildlife Health Center and opened and counted on September 7, 2004 in the presence of AAWV officers.  All ballots and the tally of them will subsequently be sent by overnight mail on September 7, 2004 to the AAWV Secretary for verification and secure storage for a period not less than 1 year.                
  6. Ballots with more than one option or no options checked, or write-in options (unless any one write-in option constitutes more than 50% of ballots received) and photocopied ballots will not be counted, but will be retained and sent to the Secretary for verification and storage.
  7. The decision of the majority of members voting will be declared the winning option for future affiliation.  As both options require changes in the Constitution and By-Laws of AAWV, for either of them to be fully implemented by the Board of Governors a 2/3 majority of votes cast will be required. Results will be announced on the AAWV website and by group e-mail at the earliest convenience and in the following (October 2004) AAWV Newsletter.
  8. If a 2/3 majority vote is received for either option the AAWV’s Board of Governors (Officers and Council Chair) will be considered empowered to either 1) further negotiate merger to form an AAZWV and make structural and constitutional changes necessary to accomplish that during the subsequent year (should option 6 be selected by the membership) or 2) to further develop a plan to revise the restructure of AAWV to reflect recent past and current operations and to promote a more stable and reliable form of government as a stand alone organization (should option 1 be selected).  Newsletters will continue through at least the Summer of 2005 whichever option is selected. 

 

NOTE:   The Constitution and Bylaws are somewhat vague and conflicted about voting for operational or structural changes .  For example the following aspects of an AAWV election are not specified ; written vs. in person voice or hand raised voting, secret ballot or public voting, whether voting can begin by mail before and annual meeting and be concluded at the meeting, whether all members are to be included in Constitutional and Bylaws changes - or just those attending the annual meeting, a method to verify if those voice or hand raised voting are “active members” is not provided.  Past experience has also shown that the venue for the annual meeting can strongly influence outcome of votes.  Last years meeting in Saskatoon, and the failure to announce that a vote would occur, as well as this years meeting with AAZV in San Diego and extensive pre-election publicity, might have (or will) favor one position or another on the question of future affiliation.  Voice votes at annual meetings also tend to exclude ½ to ¾  of the membership who may not attend any one annual meeting. 

 

In an effort to be fair to all parties and to comply with both the spirit and letter of the AAWV Constitution and Bylaws the above proposed election rules and procedures will allow: 1) all AAWV “active members” the opportunity to vote by secret ballot, 2) compliance with the requirement that votes on the Constitution and Bylaws occur at or in conjunction with the annual meeting, and 3) compliance with the requirement that all members have 60 days to consider the issue and cast their vote on Constitution and Bylaw changes.  Finally, although there may be grounds for some sort of legal challenge by one party or another, we see no other feasible means to decide this issue in compliance with the AAWV Constitution and Bylaws.

 

 NOTE:  Option 6 was presented in writing and discussed at the 2003 AAWV Annual meeting as required by the Constitution.  It has subsequently been described in detail to the membership in the January and April 2004 Newsletters.  Option 1 was only briefly and somewhat vaguely discussed verbally at the 2003 annual meeting and was less clearly described in the January and April 2004 Newsletters and may require further definition and ratification by the membership to comply with the AAWV Constitution.

 

 

POINT OF CLARIFICATION: 

 

Concern has been expressed that should AAWV merge to form an American Association of Zoo and Wildlife Veterinarians, that this might somehow mean an end to the Wildlife Veterinary Section of the Wildlife Disease Association (WDA) and a diminishment of that relationship.  WDA Executive Manager Ed Addison provided the following from WDA’s Constitution and Bylaws: “The Council may also establish membership subdivisions entitled "Sections” for members who have common scientific interest or common geographical boundaries and who desire to establish a Section.  The Council shall determine rRules governing the establishment and operation of Sections.” shall be determined by the Council. “The Council shall consist of …..6 an elected representative from each Section given Council representation according to the rules governing Sections and approved by Council.  (Constitutional amendment passed 1991)”.  Those rules allow geographic sections with a minimum of 10 members and other sections (Wildlife vets.) with a minimum of 25 members a Council seat and vote.  It is widely acknowledged that the Wildlife Veterinary Section of WDA is its largest, most active and most financially contributory Section of WDA.  If an AAZWV is formed it seems likely there will remain at least 25 members interested in being a Section of WDA.  In fact, liaison with WDA will be one focus of an AAZWV (January 2004 AAWV Newsletter) and a Section that represents 800-900 vets as opposed to 150-200, might make even greater contributions to WDA.   Unless WDA Council decides to change the by-laws to exclude the Wildlife Veterinary Section, an action not in the interest of the WDA, that Section will remain, whatever affiliation option AAWV chooses.      

 

 

PROPOSED STRATEGIC AFFILIATIONS OPTIONS EFFECTS ON CONSTITUTION AND BYLAWS DEFINED:

 

Option 6 as stated below would result in a merger of AAWV with AAZV to form an American Association of Zoo and Wildlife Veterinarians.  This would mean altering the  Constitution Article I (Title) from AAWV to AAZWV, making the stated of Objectives (Article II) the responsibility of the Wildlife Veterinary and Conservation Committee of the AAZWV, and substantially altering article IV (Officers), and altering of abolishing Articles III (Members), V (Board of Governors), VI (Advisory Council), VII (Student Organization), VIII (Annual Meetings), and IX (Amendments).  It would also substantially alter or abolish the Bylaws as the organization and would result in adoption (with some modifications) of the Constitution and Bylaws of the AAZV.   The AAZWV-Wildlife Veterinary and Conservation Committee would have as primary responsibilities 1) promotion of the AAWV Objectives, 2) liaison with WDA, TWS and SCB and 3) would retain and utilize the remaining funds of the AAWV to support the traditional activities of the AAWV (Newsletter, Cutting Edge speaker, political and professional action, etc etc) and would be a standing committee of AAZWV. Current AAWV officers would be integrated into the governing structure of the AAZWV (as described in the January 2004 AAWV Newsletter).  IF OPTION 6 IS ADOPTED BY 2/3 VOTE, THE CHANGES REQUIRED BY OPTION 1 ARE NOT NECESSARY OR APPROPRIATE.

 

  

Option 1 as stated below and as discussed in AAWV January 2004 and April 2004 Newsletters would define how AAWV should be restructured and the Constitution and Bylaws changed and updated to allow it to become more stable and viable as a stand alone organization.  Specifically; Constitution, Article IV (Officers) Section 1: would be amended to include separate secretary and treasurer positions (amendment previously adopted in 2000 but changes not made to Constitution, similar changes needed at Article V), add the Newsletter Editor and Web Page Editor as officers.  An Article I, Section 5: would need to be added to define Standing Committees and their duties, and to provide the President authority to appoint Ad Hoc Committees (currently done but not described in the Constitution and Bylaws) as needed.  Other changes in the Section could include describing the duties and responsibilities of an “Executive Director” as proposed by proponents of Option 1.

 

Bylaws:  Article 1 (Members), Section 1 change to Treasurer (not Sec/Treas);

Section 3, dues have not been $15 and $5 for about 10 years, changes to reflect at least current rates needed.  As AAWV’s bank balance is not increasing, and now that we are paying for Newsletter layout assistance, and travel and other expenses are increasing, and if proponents of Option 1 want to consider an Executive  Director as stated, dues will need to increased, possibly to $40-50 per year.

Article II (Officers), Sections 1 and 2 currently need to be rewritten to reflect election reforms voted in the Winter of 2003.  If further changes are to be made as suggested by proponents of Option 1 in the April 2004 Newsletter these sections need complete revision. 

Section 7 needs rewriting to reflect bifurcation of Secretary/Treasurer into a Secretary, a Treasurer and a Newsletter Editor as well as a Website Editor and define duties of each.

Section 8 and Article III (Executive Board) the term “Executive Board” is used with the same definition given to “Board of Governors” in the Constitution-these should be consistent. 

Article V  (Headquarters)  This section reflects the manner in which AAWV operated when Vic Nettles was Secretary/Treasurer and Newsletter Editor and does not reflect operational realities since 1999.  Needs to be rewritten. 

Article VI (Amendments) and probably Constitution Article IX (Amendments), revisions reflecting the ability to communicate with up to 90% of members by e-mail need to be considered.  ADDITIONAL CHANGES MAY BE REQUIRED AS OPTION 1 IS BETTER DEFINED.

 

NOTE:  If neither Option 1 nor Option 6 receive a 2/3 majority vote, then substantial changes to the Constitution and/or Bylaws are not supported.  Thus, one or the other of these options for future affiliation could be supported by a majority of the membership, but not in sufficient numbers to allow its full implementation.  That bridge will be crossed when and if we come to it. .