Click below to view the proposed updated ABVP Bylaws.
Why are changes being proposed to the bylaws?
The primary driver was to achieve an effective board size. As the ABVP has grown and added specialties and added the committee chairs to the Council of Regents, the council grew to 25 members.
- With a large board, there are an overwhelming number of opinions to consider and significant time needed for discussion. Decisions may drag and contentious moments are hard to come back from. It is too many for all to be heard. Conversely, there may be a lack of participation and disconnect because it may not appear that participation from everyone is necessary.
- It is expensive to operate a large board. When we fly to a meeting, it is 25 plane tickets, 25 hotel rooms and lots of food.
- Large boards struggle with inefficiency and have difficulty acting strategically and in a timely manner.
- Current management thinking is that the ideal board size is around 7. As board size increases, a smaller faction typically emerges and manages the group.
- ABVS and AAHA have gone through similar restructure.
What was the biggest obstacle in creating the plan for the new board structure?
With a smaller board, there was concern that we could lose the important relationships between the players in the organization and lose the ability to ensure that each species group has representation.
What is the intent of bylaws changes?
The changes in the bylaws are intended to allow ABVP governance to be more effective while maintaining representation for all species groups and committees.
Who has been involved the drafting of the new bylaws?
An ad hoc committee was formed by the Council of Regents in April of 2018. The committee included 11 members – 9 COR members and 2 NAVC staff. NAVC consulted on the bylaws as needed. Bylaws issues and options have been debated and discussed at every COR meeting for the past year. Governance experts and lawyers were involved in the document’s creation. There have been many drafts. So many drafts. . .
What are the specific changes in the bylaws?
Both documents are available for review and comparison. Please contact NAVC if you would like further access to them. There are many edits for language use and punctuation. Below are the changes that altered meaning or function.
- Articles I – “Veterinary Specialty Organization Committee” was added with ABVS to reflect their current terminology.
- Article III – The fiscal year is now specified as 7/1-6/30.
- Article IV – COR
- Regents and Committee Chairs are now covered here.
- New language to describe nominations to reflect the new Nominating and Maintenance Committee and that elections will be more common..
- ABVS rep is now the VSOC rep.
- Meetings – there is an annual in person BOD and COR meeting.
- Duties and powers were updated.
- Article V – Board of Directors.
- The BOD is a new body, replacing the EC and adding in a Committee Director and a Regent Director.
- The duties are new for this body and include fiduciary duties – good faith, loyalty and care. This is common nonprofit bylaw language and the terms are from Tennessee nonprofit law.
- Meetings. The BOD also meets before the BOD-COR meeting
- The language is now congruent between the COR and BOD sections.
- Article VI – nominations and elections.
The definition of the fiscal year allowed us to put in the dates and deadlines. Call for nominations is always by 1/1. Slate of candidates is always 3/1. Elections are always April. Run-off elections are always May/June.
- Article VII is no longer completely governance, that was dispersed into the other sections and now it is just committee descriptions.
- The NMC is the new name for the Nominating Committee. Much of its description will be in the Policy and Procedure manual (P&P) but it will involve evaluation of board members as well as selecting candidates for the COR and BOD. Description of elections and nominations were moved under the other headings.
- Finance and Ethics Committees were added.
- Article VIII “indemnification” is new.
This language was added by legal counsel and it protects board members. It is quoting the Tennessee statute on nonprofit organizations.
- Article XI had wording changed to allow voting on the bylaws in person or electronic as deemed appropriate.
How do the roles of the COR (Committee Chairs and Regents) change in the new structure?
- Regent and Committee Chair responsibilities will remain largely the same except they will not be involved as directly in day to day affairs of ABVP.
- Their duties and powers from the new bylaws, “The COR develops and maintains policies and procedures establishing eligibility, credentialing, and examination processes for ABVP certification and maintenance of certification. The COR reports to the BOD. All COR members will sign and be bound by confidentiality and non-disclosure agreements.”
What is the role of the new Board of Directors?
Duties and powers from the new bylaws, “The BOD will oversee and monitor the ABVP processes, COR activity, committee activity, and activity within the ABVP’s RVSs. They serve as liaison between the ABVP management staff and the ABVP volunteer leadership. The BOD may vote on matters that do not involve changes to the Policy and Procedures manual (P&P) or Bylaws. Matters involving language changes to the P&P or bylaws will be voted on jointly by the BOD and the COR. Any Officer or Director may ask for any vote to go to a joint vote of the BOD and the COR as deemed necessary. Although the BOD may not manage the day-to-day activities of the organization, the Officers and Directors act as stewards and have certain fiduciary responsibilities under applicable law. Specifically, the BOD has the duties of acting in good faith/obedience, loyalty and care. All board members will sign and be bound by confidentiality and non-disclosure agreements.”
How will the new Nominating and Maintenance committee function?
Within this plan we expanded the Nominating Committee’s duties. The Nominating Committee will be the Nominating and Maintenance committee and is responsible for seating the Board and COR – recruiting and identifying nominees for open positions. They will also address board accountability and onboarding of new Directors, Regents and Committee Chairs.
What will communication between BOD and the COR look like?
The same platforms of communication will still exist. Some issues will now only involve the BOD and other may only involve the COR.
How would conflict between the governing body and COR be resolved? Who would mediate?
- Two new board positions, the Committee Chair Director and the Regent Director, will serve as the liaison between the COR and the BOD.
- The COR and BOD still have a joint meeting before Symposium.
- Joint meetings may still be held as needed or requested by the President.
Who would NAVC report to in the new structure?
NAVC serves to manage all ABVP. All COR members, Diplomates and BOD members have access to NAVC, but the ED and NAVC staff directly answer to the BOD.
What are the financial implications to ABVP involved in the new structure?
Financial responsibility drove some of the early discussion. Quickly in response to those discussions, the COR changed to a spring virtual meeting and eliminated that in person meeting expense. Financial consideration was a catalyst of the discussion to change board size but not the reason for it. There still is likely significant financial benefit with restructure though it is hard outline specifically. Too much of it will be determined by how and when we hold meetings. This framework is still up in the air and in realm of to be determined detail.
Are these bylaws changes going to solve and address all the problems detailed?
No. Or, we cannot be sure yet. These bylaws are an introductory paragraph to a much longer essay. From those of us involved in their creation, this is our best foot forward with a smaller more efficient board. The details will be filled in with the next rewrite of the P&P and by trial and error. Future Board Officers, Board Directors and COR members will drive the implementation of these ideas. These bylaws are to start us down the right path.