AAAP Bylaws Revision Proposal

MAJOR REVISION OF AAAP BYLAWS PROPOSED

In 2018 it was determined that the AAAP bylaws needed a major overhaul. Over the years, the current bylaws had developed numerous inconsistencies, discrepancies from current or desired practice and critical omissions. It was also felt that certain parts of the bylaws needed clarification. 

An ad hoc committee was formed to address these issues.  This committee consisted of Nathaniel Tablante, AAAP President, John Smith, AAAP Past President, Eric Jensen, AAAP President-Elect, Suzanne Dougherty, AAAP Executive Vice President, Sam Christenberry, AAAP Director and Janece Bevans-Kerr, AAAP Director of Member Services.  John Smith chaired the committee and is the principle architect of the revision.

The proposed revision is now ready to be presented to AAAP members. It contains remedies to the above-mentioned flaws to the bylaws, new additions such as adding an associate member and student member to the Board of Directors. The proposed revision was reviewed by Adrian Hochstadt, a lawyer for the AVMA who made suggestions for improvement. The AAAP Board of Directors has reviewed the proposed revision and recommends the membership vote to approve it.

Changing AAAP’s name was recommended by a AAAP task force committee with advice from an outside consultant. Since a name change would be such a significant change for our organization, a separate amendment on that issue alone will be presented to the membership for a vote in August 2019 as well.

Members will also be asked to vote on the rest of the revised bylaws in August.  Because this is a major revision of the bylaws as opposed to amending smaller portions of the bylaws, the proposal is to approve or disapprove the bylaws revision in its entirety (except for the name change.)  If the revised bylaws are approved by the membership, amendments to specific portions of the bylaws can be proposed at a later date. The proposed bylaws revision will be discussed at the AAAP Business Meeting held in Washington D.C. on Sunday, August 4th at 10:45 am EST.  In August 2019 the membership will be asked to vote on the proposed amendment via an electronic vote.

Right now, members are asked to review the proposed revision and supporting documents. Members are invited to comment on and discuss the proposed revisions via the blog below between now and the meeting in Washington D.C. The Board will periodically respond to questions and comments in this blog.

  1. Motion from Committee to Revise Bylaws
  2. Proposed Bylaws
  3. Proposed Bylaws with Comments

Major changes contained in proposed new bylaws

  1. Elimination of Districts:
    1. Districts will no longer be used in defining membership categories.  This change will result in elimination of “International Associate Member” as a member type, which will now be encompassed in the “Associate Member” category.  Currently, veterinarians in District 5 (Central and South America and Caribbean) can be full Members, but those in District 6 (International) can only be Associate Members, and Members in District 5 can vote only if present at a meeting.  Under the new proposal, veterinarians anywhere in the world can be full Members with voting rights, and Associate Members will have equivalent rights of membership regardless of where they reside.  (US veterinarians still must be AVMA members to be full Members.)
    2. Districts will no longer be used in the election of District Directors; there will be only Directors at Large. 
  2. An Associate Member will be added to the Board of Directors, with voting rights.
  3. A non-voting Student Member will be added to the Board of Directors
  4. All Directors (except the Student Director) to serve 4-year terms.  Under the old bylaws, the term of the District Directors was unclear and possibly only one year, but they have been serving 4 years.  The term of the Directors at Large was 2 years.
  5. Email voting for all Directors and Officers, and a call for nominations from the membership for all Directors and Officers.  (In addition, a Nominations Committee will continue to offer a slate of candidates.)  Under the current bylaws, only the District Directors are elected by email; the Directors at Large, the President-Elect, and the EVP are all elected at the annual meeting.
  6. Directors and Officers must reside in North America (United States, Canada, and Mexico).
  7. The amount for membership dues will be set by the Board of Directors.
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Comments on "AAAP Bylaws Revision Proposal"

Comments 0-5 of 6

John Andrew Smith - Friday, June 28, 2019
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Thank you for your interest and comments. The purpose of this blog was precisely to stimulate discussion and to uncover any errors, omissions, inconsistencies or other concerns of the membership prior to the final open discussion at the business meeting in Washington, D.C. At that meeting, there will be an opportunity to propose amendments to the current draft of the new bylaws. Any amendments that are approved by a majority vote at that meeting will be included in the draft bylaws, which will be voted on electronically by the entire voting membership after the meeting. The responses of the ad hoc committee to some of the comments are given after the comment. Any issues presented in this blog can be addressed via amendments proposed at the business meeting if the members disagree with the responses of the ad hoc committee. Eva Wallner-Pendleton - Friday, May 10, 2019 “…if we are eliminating geographic districts and only having directors at large, how can we ensure that the directors represent all the regions? I would hate to see all directors from one area of the country for instance or no representation from academia, practice, industry or heavily represented by poultry veterinarians involved with one poultry species group. Equal representation is very important to this organization.” Response: The Districts have become severely imbalanced in terms of population of members, and some means of reapportionment was becoming necessary. In the initial stages of the revision, the chair of the ad hoc committee had proposed a system for periodic reapportionment of the districts based on population of members. The committee felt that this system of periodic reapportionment was also unwieldy, and after discussion agreed that the use of geographical districts served no useful purpose today. We agree that it is more important that the different segments of our industry and group be represented, rather than arbitrary geographical representation. Association executive experts are trending away from geographical representation in similar organizations, and Mr. Hochstadt (the AVMA lawyer) agreed that the proposed arrangement without districts would serve our type and size of organization better than the current arrangement. Again, we do agree that it is more important that the various segments of the industry be represented (species, production, allied, academia, etc.), which currently is not specified. We considered including some sort of language to that effect. However, we foresaw difficulties with clearly defining the segments that should be represented and clearly identifying a suitable and acceptable representative for each segment, for instance broilers, turkeys, layers, primary breeders, allied industry, academia, etc. Does the broiler representative have to work for a production company or can a tech service vet who focuses on broilers serve in that capacity? Should the turkey representative be a member of the Association of Veterinarians in Turkey Production (and likewise for the broiler and egg representatives and their respective, and to varying degrees, informal associations)? Do we need a representative for each species of primary breeder (layers, broiler breeders, turkeys)? For allied industry, do we need a representative from biologics companies, pharmaceutical companies, nutritional companies, others? What present and future groups might we exclude by giving a set list? What happens when someone changes jobs? Rather than attempting to codify this desire in the bylaws, which we feel is fraught with future difficulties, we recommend instead that instructions be included in a Procedures Manual directing the Nominating Committee to attempt, to the best of their ability, to see that Board nominations are balanced among the different constituencies in the Association (academia, allied industry, broilers, turkeys, table eggs, etc.). Instructions in the Procedures Manual should allow the objective to be accomplished without being overly prescriptive and tying the hands of future Boards; a Procedures Manual is much easier to change if needed. If the membership desires that representation by various segments be codified in the bylaws, very clear and specific language must be proposed. Andrea Sinclair Zedek - Friday, May 10, 2019 “…the terms of the nominating committee members are not spelled out in the by-laws--are these all one-year terms? It will be important to have a balance of members from different geographic areas and different job types on the nominating committee, that may need to be spelled out in the by-laws. Also, the nominations committee chooses 2 candidates for election for every position except for President. Why is this? I think it is important that all positions be voted on with at least 2 candidate choices.” Response: We agree that the terms of the Nominating Committee members should be specified, and invite you to propose an amendment to that effect at the business meeting. We would recommend a longer term, perhaps 3 years, with the terms being staggered, to preserve continuity. In terms of geographic and industry segment balance on the Nominating Committee, we foresee the same difficulties as discussed for that same consideration on the Board, and recommend against attempting to codify that in the bylaws. Also, the Nominating Committee consists of only 5 members; it will not be possible to include every segment of the industry on this committee at all times. As with the Board, we recommend that instructions to the President be placed in the Procedures Manual that he/she should attempt to achieve and maintain industry diversity on the Nominating Committee when appointing members to the Committee. Regarding nominations, and specifically the single nomination for President: In the existing bylaws, nominations for District Directors are not made by a nominating committee, and are received exclusively from members in the district to be represented. The existing bylaws state “The three names receiving the greatest number of nominations will appear on the official ballot.” We do not always receive three or more nominations, and in many cases, each nominee receives only one nomination, so actual practice does not always follow the current bylaws. In the new proposed bylaws, with no Districts and only directors at large, we felt it important to carefully consider the nominees for each Director position by utilizing the expanded 5-member Nominations Committee to make initial nominations, to give the members choice by nominating “at least two” nominees for each position, and by retaining the process for nominations by members via email. As indicated above, we recommend that directions to the President be placed in the Procedures Manual to attempt to maintain industry diversity on the Nominating Committee, and further that directions to the Nominating Committee be placed in the Procedures Manual to attempt to maintain industry diversity on the Board in this nominating process. We would point out that currently there are no provisions for industry diversity on the Board or the Nominating Committee, and while recent Boards have indeed been reasonably diverse, these changes should help to better ensure that diversity without being overly prescriptive or creating difficulties for the future. In the existing bylaws, the other officers (Directors at Large, President-Elect, and Executive Vice President) are nominated by a Nominating Committee of three members appointed by the President, but the number they are to nominate is not specified. Nominations are also taken from the floor by mail, email, and at the business meeting, and the election is conducted at the business meeting. In these proposed new bylaws, all Directors and Officers except the Executive Vice President are nominated by the expanded Nominating Committee of 5, which is directed to nominate “at least two” candidates for each position except the President-Elect. Nominations are also accepted from the membership for all positions. The Executive Vice President is a critical position and is the business manager of the Association. We felt it important that the Board seek and interview suitable candidates and nominate the one best candidate that they feel best meets the needs of the Association. To prevent the process from being autocratic and to preserve the voice of the members, the new bylaws still retain a somewhat more rigorous means for members to also nominate candidates for EVP (requiring the signature of 10 voting members on the nomination), the new bylaws specify an email vote by the entire voting membership, and they retain the process of re-affirming the EVP by a majority vote of the membership at the annual business meeting each year of the 5-year term. The President-Elect is also a critical position but is somewhat of an honorific as well. As with the EVP, we felt it important that the one best candidate be selected and presented. The new proposed bylaws do state that the Nominating Committee will select “at least one” qualified candidate; they can select more than one candidate if desired. The new bylaws also contain simple provisions for individual members to nominate candidates for President Elect as well, and again the voting is now conducted by an email vote of the entire voting membership. We recommend that these provisions be left unchanged. Kate Barger - Wednesday, May 22, 2019 “…Item 6 (Directors and Officers must reside in North America (United States, Canada, and Mexico): Given the global nature of the industry and our profession, it is quite common for some poultry veterinarians and professionals to reside in North America but to spend the majority of their time traveling in distinct geographic areas; alternatively, a veterinarian may be based in Europe or South America, but travel to North America frequently for work. In light of the ability for global teleconferencing, ease of travel, and the new proposal for longer terms, I believe that AAAP should set expectations for Board participation (attendance at meetings, phone calls, etc.) and should not be so prescriptive about residency requirements since roles/jobs/locations can easily change within a 4-year period.” Response: We believe that regular attendance at Board meetings, whether in person or by telecommunication, could be problematic for a Director outside of North America. In addition, and in spite of advances in telecommunications, our experience is that attendance in person is much preferable for the deliberations in which our Board must engage. The engagement of a member by telecommunication is simply not the same. Setting expectations and meeting those expectations are two different things, and we recommend that this provision remain as written.

Kate Barger - Wednesday, May 22, 2019
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Thank you! The ad hoc committee did a fantastic job reviewing the bylaws and proposing changes that will streamline the election process, clarify the expectations for the leadership of the organization, and should improve the efficiency of the organization. By eliminating geographic districts for officers and adding an assoc. member and a student member in the future leadership of AAAP, I hope these changes will increase interest in service on the board and will increase diversity (generational, employment type, primary focus, etc.) of AAAP leaders. The only addition/modification that I might suggest would be Item 6 (Directors and Officers must reside in North America (United States, Canada, and Mexico). Given the global nature of the industry and our profession, it is quite common for some poultry veterinarians and professionals to reside in North America but to spend the majority of their time traveling in distinct geographic areas; alternatively, a veterinarian may be based in Europe or South America, but travel to North America frequently for work. In light of the ability for global teleconferencing, ease of travel, and the new proposal for longer terms, I believe that AAAP should set expectations for Board participation (attendance at meetings, phone calls, etc.) and should not be so prescriptive about residency requirements since roles/jobs/locations can easily change within a 4-year period.

Sara J. Steinlage - Tuesday, May 14, 2019
1004525537

Thank you to the committee for working on these proposed changes. Given the global nature of our business and the spread of the industry across the US, directors at large makes a lot of sense. And continues to allow for directors to come from many aspects of the profession.

Andrea Sinclair Zedek - Friday, May 10, 2019
1004525516

Thank you so much to the committee for taking on these by-laws changes. I know this represents a lot of work. One question is that the terms of the nominating committee members are not spelled out in the by-laws--are these all one-year terms? It will be important to have a balance of members from different geographic areas and different job types on the nominating committee, that may need to be spelled out in the by-laws. Also, the nominations committee chooses 2 candidates for election for every position except for President. Why is this? I think it is important that all positions be voted on with at least 2 candidate choices.

Eva Wallner-Pendleton - Friday, May 10, 2019
1004525439

Most of the proposed changes are very good. My only concern is if we are eliminating geographic districts and only having directors at large, how can we ensure that the directors represent all the regions? I would hate to see all directors from one area of the country for instance or no representation from academia, practice, industry or heavily represented by poultry veterinarians involved with one poultry species group. Equal representation is very important to this organization.

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