ARTICLE I

OFFICES

 A. Principal Office. The principal office of the Charles Louis Davis, D.V.M. Foundation (the "Foundation ") shall be located at such place, either within or outside the State of Illinois, as the Board of Directors shall designate from time to time.

B. Registered Office and Agent. The Foundation shall have and continuously maintain a registered office and a registered agent within the State of Illinois. The Board of Directors, from time to time by resolution, may change the registered agent and the address of the registered office.

C. Additional Offices. The Foundation may also have offices and branch offices at such other places as the Board of Directors from time to time may designate or the business of the Foundation may require.
 

ARTICLE II

MEMBERSHIP

Membership in the Foundation is invitational and subject to approval of the Board of Directors or an authority delegated to review applicants for the Board of Directors. There shall be two categories of membership in the Foundation as described in Sections A and B.
 

A. Members. Membership is open to individuals, corporations, and institutional subscribers.
 
1. Qualifications
 
(a) Individual. The applicant must be engaged in the formal or informal post-graduate study, practice, or teaching of veterinary or comparative pathology or related scientific disciplines (laboratory animal medicine, toxicology, teratology, clinical practice)
(b) Corporation. The applicant must be a for profit organization.
(c) Institutional Subscriber. The applicant must be a subunit (department, division, section) of an academic, non-profit research or training institution, or governmental institution.

2. Voting.
 

(a) Individual and Corporate Members. An Individual or Corporate Member is entitled to: vote in the election of the members of the Advisory Board; and nominate Directors, as prescribed in Article IV.F., for the Board of Directors.
(b) Institutional Subscriber Members. The administrator of the institutional subunit which holds a current institutional subscription, if not otherwise eligible to vote in Foundation elections by virtue of personal membership status, is entitled to: vote in the election of the members of the Advisory Board; nominate, as prescribed in Article IV. F., Directors for the Board of Directors. If the administrator holds a personal membership, then a subunit member may be designated to vote on behalf of the Institutional Subscriber.
 
3. Other Rights.
 
(a) Individual and Corporate Members. Only Corporate Members may designate a prescribed number, as determined by the Board of Directors, of employees as Affiliate Members. Individual and Corporate Members are entitled to: receive a twelve (12) month subscription to the monthly newsletter; submit agenda items for consideration by the Board of Directors or the Advisory Board at their annual meetings; receive a discount, as prescribed annually by the Board of Directors on the purchase of any currently available issue of the Foundation's Training Aids Division; utilize study sets of the Foundation's educational programs; attend the Annual Foundation Awards Reception; and receive certificates of attendance and transcripts of contact hours of instruction as prescribed by the Board of Directors and as authorized by the Department of Education and Registration of the State of Illinois.
(b) Institutional Subscriber Members. The administrator of an Institutional Subscriber may designates a prescribed number, as determined by the Board of Directors, of graduate students, residents in training, or staff as Affiliate Members. The Institutional Subscriber, through application by its administrative head, is entitled to: submit agenda items for consideration by the Advisory Board or Board of Directors at their annual meetings; become a Study Site of the Foundation's Correspondence Division, if approved by the Board of Directors, and receive the monthly loan of a large-sized study set for the use of its Affiliate Members from the Foundation's Correspondence Division; receive a copy of each current annual issue of the Foundation's Training Aids Division provided that the Institutional Subscriber is an employer of individuals who are engaged in the formal or informal study, practice or teaching of veterinary or comparative pathology or related scientific disciplines (laboratory animal medicine, toxicology, teratology, clinical practice); receive a discount, as prescribed annually by the Board of Directors, on the purchase of any prior issue of the Training Aids Division which is available for purchase; place notices of positions and publications available, without charge, in the Foundation's monthly newsletter; and participate in the Foundation's Veterinary Pathology Scholarship Awards Program, if the Institutional Subscriber is a Pathology Department of a Veterinary School in the United States or Canada.
 
B. Affiliate Members.
 
1. Qualifications. This category of membership is available to individuals who are graduate students, residents in training, or staff members of an institutional department which has a current annual corporate membership or institutional subscription to the Foundation's Review Program in Veterinary and Comparative Pathology, who are engaged in the formal or informal study, practice or teaching of veterinary or comparative pathology or related scientific disciplines (laboratory animal medicine, toxicology, teratology, clinical practice) and who are not members of the Foundation in their own right. However, Members may request a change in membership status if otherwise eligible for affiliate membership. Affiliate Members are designated, as described in Article II. A., at the time of initiation or renewal of a corporate membership or of an institutional subscription. Affiliate Members will hold such membership status only during such periods of time as they are employed by a Corporate Member or Institutional Subscriber, or formally matriculated in a graduate course of study of an institutional department which is a current Institutional Subscriber. Upon the termination of such status for any cause the Affiliate Member may apply to become a Member of the Foundation.

2. Voting.
 

(a) Affiliate Members of Corporate Members shall vote in the election of the members of the Advisory Board and nominate Directors, as prescribed in Article IV. F., for the Board of Directors.
(b) Affiliate Members of Institutional Subscribers are not entitled to vote. Only the administrator of the Institutional Subscriber shall vote pursuant to Article II. A.

3. Other Rights. An Affiliate Member is entitled to: receive a twelve (12) month subscription to the monthly newsletter; receive a discount, as prescribed annually by the Board of Directors on the purchase of any currently available issue of the Foundation's Training Aids Division, provided the order form is countersigned by the head of the institutional department which is the appropriate current Corporate Member or Institutional Subscriber; utilize study sets of the Foundation as prescribed by the Board of Directors; receive a discount on the registration fees for each education program of the Foundation, provided the application forms are countersigned by the head of the institutional department which is the appropriate current Corporate Member or Institutional Subscriber; attend the Annual Foundation Awards Reception; and receive certificates of attendance and transcripts of contact hours of instruction as prescribed by the Board of Directors.
 
 

B. Foundation Electorate.
 
1.   Composition; Purpose. The Foundation Electorate shall be composed of all Members of the Program Directorate (Board of Directors and Officers) irrespective of their membership status in the Foundation, all Members of the Foundation, the heads of institutional departments which are Institutional Subscribers and who are not otherwise qualified as Foundation Electorate, and all Affiliate members appointed by Corporate Members. The Foundation Electorate elects the Advisory Board, nominates Directors for the Board of Directors, and participates in opinion surveys on such matters as presented by the Advisory Board.

2. Elections. The elections shall be conducted by mailed secret ballot at such time or times as designated by the Office of the President of the Foundation (Corporate Secretary, Vice-Presidents, Treasurers) but for elections of the Advisory Board, at least ninety (90) days prior to the next scheduled annual meeting of the Advisory Board. Elections shall be determined by the majority vote of the Foundation Electorate who respond by mailed ballot within the prescribed time period. All ballots will clearly state the date by which they must be returned to the Chair of the Election Committee to be considered valid. In no event shall this valid deadline be less than thirty (30) days after ballot mailing to the Electorate by the Office of the President of the Foundation.

   

MEMBERSHIP DUES

A. The membership dues for Members shall be established annually by the Board of Directors and shall be due and payable on or before the first of January of each calendar year. In lieu of membership dues, the Institutional Subscriber pays an annual subscription fee to the Review Program in Veterinary Pathology or has been credited by the Board of Directors as having borne expenses, other than as a Site Sponsor, on behalf of the Foundation equivalent to the subscription fee. A Site Sponsor is an institutional subunit which provides facilities for a Foundation educational program without charge to the Foundation.

B. Dues for new Members shall be prescribed by the Board of Directors.

C. Dues shall be considered delinquent and membership privileges shall be suspended for any member forty-five (45) days after the due date specified in Section A. Such suspension may be raised by the payment of dues prescribed for reinstatement by the Board of Directors and the privileges of membership shall be commenced as of the date of the receipt of payment by the Office of the President of the Foundation.
 

ARTICLE IV

BOARD OF DIRECTORS

A. General Powers. The Board of Directors (the "Board of Directors," and the members of the Board of Directors, the "Directors") shall manage and control the Foundation to carry out the purposes for which the Foundation was established. The Board may, by resolution, delegate to such officers or employees of the Foundation such general and specific powers as it may deem appropriate.

B. Number. The number of Directors to constitute the Board of Directors shall not be less than twenty (20) nor more than twenty-five (25). The number of Directors to constitute the Board may be changed from time to time by amendment of these Bylaws, but to no less than three (3) nor to a range in which the maximum exceeds the minimum by more than five (5). No change in the number of directors shall shorten the term of any incumbent director. Ex-officio Directors, if any, shall be in addition to the number of Directors provided in this Section and shall not be counted for quorum or voting purposes. The Board of Directors shall be divided into four (4) classes, with the term of office of one of the classes expiring each year at the annual meeting of the Board of Directors. Directors may be elected for successive terms.

C. Election; Classes; Initial Terms of Office. The first Board of Directors shall be appointed by the Incorporators in accordance with the provisions of this Article. Thereafter, members of the Board of Directors shall be nominated by the Foundation Electorate and/or the Board of Directors, and elected by the Board of Directors.
 

 1. The first class shall consist of six (6) Directors. The initial members of the first class shall be appointed by the Incorporators for a term expiring at the first annual meeting of the Board of Directors. Thereafter, members of the first class shall be elected for a four (4) term expiring at each fourth next succeeding annual meeting of the Board of Directors. The initial members of this class are as follows:
 
Bruce Christie
Annette Gendron-Fitzpatrick
Linda K. Johnson
Donald M. McGavin
Robert Moeller
Charles A. Montgomery

2. The second class shall consist of six (6) Directors. The initial members of the second class shall be appointed by the Incorporators for a term expiring at the second next succeeding annual meeting of the Board of Directors. Thereafter, members of the second class shall be elected for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors. The initial members of this class are as follows:
 

Stephen M. Dempsey
John Glaister
Mark Obwolo
Zadok Ruben
Joseph Scimeca
Ted van den Ingh
 
3. The third class shall consist of seven (7) Directors. The initial members of the third class shall be appointed by the Incorporators for a term expiring at the third next succeeding annual meeting of the Board of Directors. Thereafter, members of the third class shall be elected for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors. The initial members of this class are as follows:
 
David Hyman
Estelle Hyman
Jerome Hyman
Tracey S. McNamara
Vladislava S. Rac
Peter Wadsworth
Bruce H. Williams

 4. The fourth class shall consist of six (6) Directors. The initial members of the fourth class shall be appointed by the Incorporators for a term expiring at the fourth next succeeding annual meeting of the Board of Directors. Thereafter, members of the fourth class shall be elected for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors. The initial members of this class are as follows:
 

Robert Farrell
Howard S. Hartman
Wanda Haschek-Hock
Donald F. Kelly
George Migaki
Samuel W. Thompson

D. Annual Meetings; Regular Meetings; Notice. The annual meeting of the Board of Directors shall be held on the first full weekend in May of each year at such time and place as designated by the Chair of the Board of Directors. The date, time, and place of the annual meeting shall be published in the newsletter for a minimum of three (3) consecutive months immediately prior to the meeting. Regular meetings of the Board shall be held at such time and place as shall be determined by the Chairman of the Board. Members of the Board of Directors may also participate in meetings of the Board by means of conference telephone or other communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall be deemed present in person at the meeting for all purposes.

Items to be regularly considered at the annual or additional meeting of the Board of Directors shall be presented in the form of agenda letters from the Chair of the Board of Directors. All agenda letters are to be mailed thirty (30) days prior to the scheduled meeting. Each agenda letter will provide the background for the item of business to be considered and the proposed solution(s) for consideration.

The Members, the Honorary Trustees, the Advisory Board Members, the Program Directorate Members, and the administrators of institutional departments which hold a current Corporate Membership or Institutional Subscription may submit proposed agenda items for consideration by the Board of Directors at their annual meeting. These are to be submitted in writing to the Chair of the Board of Directors no later than forty-five (45) days in advance of the published date of the annual meeting. A call for agenda items shall be published in the newsletter for a minimum of three (3) consecutive months prior to this deadline date.

Any Member, Affiliate Member, or Patron may request to appear, at their own expense, before the Board of Directors at their annual meeting in support of an Agenda Item which they have submitted or which they desire to submit orally. Such requests must be received by the Chair of the Board of Directors at least ten (10) days in advance of the published date of the annual meeting.
 

E. Notice Waiver. A Director's attendance at or participation in a meeting waives any required notice of the meeting unless the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the law, the Articles or these Bylaws, objects to lack of notice and does not vote for or assent to the action. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any notice or waiver of notice of such meeting.

F. Quorum; Voting. One-third (1/3) of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business by the Board of Directors; and, except as may otherwise be required by these Bylaws or the Articles of Incorporation, the act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board. Prior to the scheduled meeting, Directors, who will be absent from the meeting, may submit recommendations regarding specific agenda items to the Chair of the Board. Such recommendations will be considered by the Directors present at the scheduled meeting and will be reflected in the minutes of such meeting.

G. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Director from nominations made by Members and Affiliate Members entitled to vote. Such Members and Affiliate Members may nominate a Member or Affiliate Member to stand for election to the Board of Directors. Such nominations must be signed by a minimum of fifteen (15) Members/Affiliate Members of the Foundation, in good standing, and received by the Office of the President of the Foundation before the deadline specified by the Board of Directors in the call for nominations. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

H. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing therein contained shall be construed to preclude any Director from serving the Foundation in any other capacity and receiving compensation therefor.

I. Interest in Transaction. No conflict of interest transaction between the Foundation and one (1) or more of its Directors shall be voidable or the basis for imposing liability on the Director solely for this reason, or solely because the Director is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts of the transaction and the Director's interest are disclosed or are known to the Board of Directors or committee and (b) the Board of Directors or committee approving the transaction in good faith reasonably believes that the transaction is not unfair to the Foundation. A conflict of interest transaction shall be approved if it receives the affirmative vote of a majority of the Directors on the Board of Directors or committee who have no direct or indirect interest in the transaction, even though less than a quorum, but such a transaction may not be approved by a single Director. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorizes the contract or transaction. For purposes of this Section, a Director has an indirect interest in a transaction if the other party to the transaction is an entity in which the Director has a material financial interest or of which the Director is an officer, director, or general partner.

J. Informal Action by Directors. Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the Directors. The consents shall have the same force and effect as a unanimous vote of the Directors at a meeting duly held, and may be stated as such in any certificate or document filed under the provisions of the Illinois General Not for Profit Corporation Act. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors.

K. Removal. The Board of Directors, by affirmative vote of a majority of all of the members of the Board of Directors, may remove a Director for cause, and, by affirmative vote of two-thirds (2/3) of the Directors then in office, may remove a Director without cause.
 

ARTICLE V

OFFICERS

A. Officers. The Officers of the Foundation shall be a President, a Secretary and such other officers including one (1) or more Treasurers, Vice-Presidents, Divisional Program Directors, Editors, and any other officers or agents the Board may determine. Any two (2) or more offices may be held by the same individual. At the time of incorporation, the designated Officers of the Foundation shall be:

C. Election; Term. The President, Corporate Secretary, Vice-Presidents, Treasurers, Divisional Program Directors, Managing Editor, and such other officers as the Board of Directors may determine shall be elected every four years by the Board of Directors and may be elected for successive terms. At any meeting the Board of Directors may elect such other officers or agents as it shall deem necessary or advisable, who shall hold office at the pleasure of the Board of Directors, and who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. The Board of Directors is authorized to prescribe the format for and issue certificates of appointment for all officers it may appoint and prescribe the manner of presentation of such certificates. Valid certificates of appointment must bear the embossed imprint of the seal of the Foundation and be signed by the President and a Vice-President.

D. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the affirmative vote of a majority of the Board of Directors whenever in their judgment the best interests of the Foundation will be served thereby.

E. Vacancy. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
 

ARTICLE VI

DUTIES OF OFFICERS

A. President. The President shall be the Chief Executive Officer (CEO) of the Foundation in the conduct of day to day business with the public, the membership of the Foundation, patrons of the Foundation, and governmental agencies to which the Foundation is accountable. The President shall serve as Chair of the Board of Directors. The President shall supervise the duties performed by all offices of the Foundation. In the performance of these duties the President shall be guided by pertinent regulations of the United States Postal Service, Internal Revenue Service of the USA, Department of State of the State of Illinois, minutes of Advisory Board meetings since 1973 through 1996, minutes of Board of Directors meetings subsequent to 1996, and Bylaws of the Foundation. The President shall also serve as the officer in charge of the North American Division of the Foundation and as Senior Editor of the monthly newsletter of the Foundation. The Office of the President of the Foundation is composed of the Secretary of the Corporation, the Treasurers of the North American and European Divisions, and the Vice-Presidents of the Foundation.

B. Corporate Secretary. The Corporate Secretary shall report to the President, record the proceedings of the meetings of the Board of Directors, authenticate and publish the minutes of each meeting of the Board of Directors, supervise the preparation and distribution of the Foundation's annual reports and annual income tax reports. The Corporate Secretary shall perform other duties as assigned by the President and/or Board of Directors.

C. Treasurer of the North American Division. The Treasurer shall report to the President and is responsible for the following: the receipt of all checks, money orders and cash received by the North American Division of the Foundation; the credit card collections received by the North American and European Divisions; the timely deposit of such receipts in the Foundation's official bank accounts or certificates of deposit; the payment of all approved bills received by the North American Division; and the supervision of the daily register of such transactions. Credit card collections for the European Division will be credited to that Division and deposited in appropriate certificates of deposit. Bills paid on behalf of the European Division by the Treasurer of the North American Division will be backcharged to the Treasure of the European Division on an annual basis. The Treasurer performs other duties as assigned by the President and/or Board of Directors.

D. Treasurer of the European Division. The Treasurer shall report to the Vice-President for European Activities of the Foundation and is responsible for the following: the receipt of all checks, money orders and cash received by the European Division of the Foundation; the timely deposit of such receipts in the Foundation's official bank account in the United Kingdom; the payment of all approved bills received by the European Division and the supervision of the daily register of such transactions. The Treasurer performs other duties as assigned by the Vice-President for European Activities and/or the Board of Directors.

E. Vice-President for European Activities. The Vice-President shall report to the President and is responsible for the following: the planning of the annual symposiums presented by the Foundation in Europe; and the supervision of the Directors and Assistant Directors of the various activities of the European Division of the Foundation. The Vice-President performs other duties as assigned by the President and/or Board of Directors.

F. Vice-President for Registry Activities. The Vice-President shall report to the President and is responsible for the following: the supervision of the Foundation's Registry of Study Materials; the utilization and supervision of the Foundation's Histology Laboratory Service; the supervision of the Monitors and Assistant Monitors of the Study Sites of the Correspondence Sub-Division of the Foundation; the development of new Study Sites and the promulgation of routing schedules and standard operating procedures for all Study Sites; the supervision of the Director of the Correspondence Sub-Division (if appointed) and of the Directors of the Independent Study Centers of the Foundation; the development of new Independent Study Centers and the promulgation of standard operating procedures for all Independent Study Centers; the appointment and supervision of Monitors and Assistant Monitors of Study Sites and Directors of Independent Study Centers of the Foundation. The Vice President recruits histology support service from patrons of the Foundation, and performs other duties as assigned by the President and/or Board of Directors.

G. Vice-President for Continuing Education. The Vice-President shall report to the President and is responsible for the following: the long range planning of national continuing education symposia in North America which includes the recruitment of site sponsors, the appointment of course directors for approved symposia, the supervision and planning for such symposia, the promulgation of standard operating procedures governing the administration of such symposia; the supervision of the review process for current members of the Faculty of Discussants; and the evaluation and review of candidates for appointment to the Faculty of Discussants by the Board of Directors. The Vice-President performs other duties as assigned by the President and/or Board of Directors.

H. Vice-President for Honors and Awards Programs. The Vice-President shall report to the President and is responsible for the following: supervision of awardee selection processes for all Foundation awards and honors established by the Board of Directors; the procurement of the plaques and/or certificates approved for each category of awards or honors; the arrangements for the Annual Awards Reception of the Foundation. The Vice-President shall adhere to the decisions of the Advisory Board prior to 1997 and the Board of Directors subsequent to 1997, governing the approved awards and honors of the Foundation. The Vice President performs other duties as assigned by the President and/or Board of Directors.

I. Vice-President for Zoo and Wildlife Programs. The Vice-President shall report to the President and is responsible for the supervision and planning of the varied components of the Zoo and Wildlife Pathology Program to include: the support services for residents in zoo and wildlife pathology in residency programs approved by the Zoological Consortium of the Foundation; the development of video tutorials and CD-ROM fascicles and histopathology microscope study sets on the diseases of zoo, aquaria, and wildlife animals for inclusion in the Worldwide Curriculum Enhancement Program and for distribution to zoos and aquaria which have an institutional subscription to the Foundation's Review Program in Veterinary & Comparative Pathology. The Vice-President plans and executes Foundation sponsored or cosponsored workshops, seminars, or symposia on the diseases of zoo, aquaria, or wildlife animals; serves as Chair of the Zoological Consortium of the Foundation; schedules and conducts the annual meetings of the Consortium; participates in fund raising programs of the Foundation relative to the aforementioned areas of responsibility; and performs other duties as assigned by the President and/or Board of Directors.

J. Vice-President for Worldwide Curriculum Enhancement. The Vice-President shall report to the President and is responsible for the following: the maintenance of the homepage of the Foundation on the World Wide Web; the coordination and planning of the special pathology courses cosponsored by the Foundation, the Department of Veterinary Pathology of the AFIP and the VA-MD Regional College of Veterinary Medicine, and the University of Maryland; the planning, scheduling, and production of master video tutorials and CD-ROM fascicles for inclusion in the distribution system of the Worldwide Curriculum Enhancement Program; the supervision of the Director of the Gross Pathology Sub-Division of the Foundation; and the performance of other duties as assigned by the President and/or the Board of Directors.

K. Vice-President for Development. The Vice-President shall report to the President and is responsible for the following: the development of new programs and activities which include assisting the President in fund raising activities related to Corporate, Institutional and Individual Memberships; the supervision of the Director of Central East Division of the Foundation; and the performance of other duties as assigned by the President and/or the Board of Directors.

L. Director Midwest Sub-Division. The director shall report to the President and is responsible for the planning, selection of faculty, and presentation of the annual workshop and seminar on laboratory animal management, which is presented by the Midwest Sub-Division. The director adheres to directives of the Board of Directors, and performs other duties as assigned by the President and/or the Board of Directors.

M. Director of the Northeast Sub-Division. The director shall report to the President and is responsible for the planning, selection of faculty, and presentation of the quarterly one-day seminars on toxicological pathology, which are presented annually by the Northeast Sub-Division. The director adheres to directives of the Board of Directors, and performs other duties as assigned by the President and/or the Board of Directors.

N. Director of the Central East Sub-Division. The Director shall report to the Vice-President for Development and is responsible for the planning, selection of faculty, and presentation of the monthly seminars on laboratory animal diseases and management which are presented annually by the Central East Sub-Division. The Director adheres to directives of the Board of Directors, and performs other duties as assigned by the Vice-President for Development and/or the Board of Directors.

O. Director of the South Central Sub-Division. The director shall report to the President and is responsible for the planning, selection of faculty, and presentation of the annual slide seminar on veterinary and comparative pathology that is presented annually by the South Central Sub-Division, as well as other special educational seminars. The director adheres to directives of the Board of Directors, and performs other duties as assigned by the President and/or the Board of Directors.

P. Director of the Gross Pathology Division. The director shall report to the Vice-President for Worldwide Curriculum Enhancement, and is responsible for the planning, selection of faculty, and presentation of the annual Review of the Gross Morbid Anatomy of the Diseases of Animals Symposium that is presented by the division and the annual Clinical Laboratory Animal Management Symposium. The director adheres to directives of the Board of Directors, and performs other duties as assigned by the Vice-President for World Wide Curriculum Enhancement and/or the Board of Directors.

Q. Director of the Correspondence Division. The position shall be filled by the Vice-President for Registry Activities, or by a nominee of the Vice-President for Registry Activities, for appointment, and service at the pleasure of the Board of Directors. If a director is appointed, he/she performs those duties assigned to the Vice-President of Registry Activities for activities of the Correspondence Division, under the supervision of, and reporting to the Vice-President of Registry Activities.

R. Director of Veterinary Student Externship Program. The director shall report to the President and is responsible for the coordination of the Student Externship Program with the University of Maryland, as well as the Intrinsic Externship Programs of the Foundation. The director adheres to directives of the Board of Directors and the Memorandum of Agreement between the Foundation and the University of Maryland concerning the Student Externship Program, and performs other duties as assigned by the President and/or Board of Directors.

S. Director of Southern and Eastern Africa Initiative. The director shall report to the President and is responsible for the coordination of all aspects of the initiative within Africa. The director adheres to directives of the Board of Directors, and performs other duties as assigned by the President and/or the Board of Directors.

T. Director of the Australasia Initiative. The director shall report to the President and is responsible for the coordination of all aspects of the initiative within Australia and New Zealand. The Director adheres to directives of the Board of Directors, and performs other duties as assigned by the President and/or the Board of Directors.

U. Directors of Independent Study Centers. A director of each Independent Study Center shall be nominated by the Vice-President for Registry Activities for appointment by the Board of Directors. Each director reports to the Vice-President for Registry Activities and is responsible for providing suitable facilities for the study center cosponsored by their institution, safeguarding the study center materials and equipment, and facilitating the use of such materials and equipment by interested elements of the membership. The directors adhere to directives of the Board of Directors as issued by the Vice-President for Registry Activities.

V. Directors of Courses of the Continuing Education Division. A director shall be nominated by the Vice-President for Continuing Education, for each scheduled annual symposium, to the Board of Directors for appointment. Each appointed director reports to the Vice-President for Continuing Education and serves for a period of two (2) years prior to the scheduled symposium and the year subsequent. Each course director is responsible for the development of symposium motif, the selection of faculty, planning for housing of registered participants, the scheduling of breaks during the symposium, the coordination of the symposium banquet, the selection of the Samuel W. Thompson Lecture Awardee for the symposium, and analysis of the evaluation sheets completed by attendees. In the performance of these duties, each director will adhere to directives of the Board of Directors as well as directives issued by the Vice-President for Continuing Education.

W. Managing Editor of the Newsletter. The Managing Editor shall report to the President (Senior Editor) and is responsible for the following: the composition of each regular monthly issue of the newsletter; the forwarding of the master copies to the office of the President for printing, addressing and distribution; the appointing and supervision of Associate Editors, Copy Editors and Production Editors; and the performance of other duties as assigned by the Senior Editor and/or the Board of Directors.

X. Delegation of Power. In case of absence of any officer of the Foundation or for any other reason that the Board of Directors may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director for such time as the Board of Directors shall determine, and revoke such delegation at any such time as the Board may determine.
 

ARTICLE VII

COMMITTEES
 

A. Ad Hoc and Standing Committees. The Board of Directors may, by resolution, designate one or more committees. Each committee shall have two or more Directors, a majority of its membership shall be directors. The Chair and members of each ad hoc and standing committee shall be appointed by the Board of Directors and serve at the pleasure of the Board of Directors. The function of, and reporting procedure for each ad hoc or standing committee are as prescribed in the charge of the Board of Directors to each such committee, or in amendments to the charge issued by authority of the Board of Directors.

B. Authority of Committees. Each such committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors, except that no such committee shall have the authority to: authorize distributions to members (if any), Directors, officers, agents or employees except in exchange for value received; approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the Foundation's assets; elect, appoint or remove Directors or fill vacancies on the Board of Directors or on any of its committees; or adopt, amend or repeal the Articles or Bylaws. The designation or appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director of any responsibility imposed upon such director by law, these Bylaws, or the Articles of Incorporation of the Foundation.

C. Quorum; Required Vote. At all meetings of committees, a majority of the members of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee, unless the action is one upon which, by express provision of the statutes, the Articles of Incorporation, these Bylaws, or a resolution of the Board of Directors, a different vote is required, in which case such express provision shall govern and control. Provisions in these Bylaws pertaining to meetings of the Board shall also apply to a committee or committees of the Board.

 
ARTICLE VIII

ADVISORY BOARD
 

A. Purpose; Powers. The Board of Directors may create, by resolution, an Advisory Board to assist the Board of Directors in carrying out the purposes for which the Foundation was established. The Board of Directors shall determine the qualifications, the number, the term of office, the selection process, and the duties of the Advisory Board Members (the "Advisory Members"). The Advisory Board shall conduct an annual election for the selection of nominees, who shall be elected by the Foundation Electorate to the Advisory Board for a four (4) year term of office. The Advisory Board is also empowered to hold special elections on such items of business as it desires to refer to the Foundation Electorate for an opinion survey but is not bound in its decisions by the results of such special election. Advisory Members may submit agenda items to the Board of Directors for consideration at the annual meeting of the Board of Directors.

B. Number; Term of Office. The number of Advisory Board Members shall be eleven (11); however, the Board of Directors may change the number from time to time by resolution. The Advisory Board shall be divided into four classes, with the term of office of one of the classes expiring each year at the annual meeting of the Board of Directors. Advisory Members may be elected for successive terms

C. Election; Classes; Initial Terms of Office. The initial Advisory Board shall be nominated and elected by the Board of Directors by class. Thereafter, the Advisory Members will be nominated by the Advisory Board and elected by the Foundation Electorate (Members of the Program Directorate, Institutional Subscribers, Corporate Members, Individual Members, and Affiliate Members appointed by Corporate Members) by class.

1a The first class shall consist of three (3) Advisory Members. The initial members of the first class shall be nominated by the Board of Directors and elected by the Foundation Electorate to serve a term expiring at the next succeeding annual meeting of the Board of Directors. Thereafter, members of the first class shall be nominated by the Advisory Board and elected by the Foundation Electorate for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors.

2a The second class shall consist of three (3) Advisory Members (one from the European Division). The initial members of the second class shall be nominated by the Board of Directors and elected by the Foundation Electorate to serve a term expiring at the second next succeeding annual meeting of the Board of Directors. Thereafter, members of the second class shall be nominated by the Advisory Board and elected by the Foundation Electorate for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors.

3a The third class shall consist of three (3) Advisory Members. The initial members of the third class shall be nominated by the Board of Directors and elected by the Foundation Electorate to serve a term expiring at the third next succeeding annual meeting of the Board of Directors. Thereafter, members of the third class shall be nominated by the Advisory Board and elected by the Foundation Electorate for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors.

4a The fourth class shall consist of two (2) Advisory Members (one from the European Division). The initial members of the fourth class shall be nominated by the Board of Directors and elected by the Foundation Electorate to serve a term expiring at the fourth next succeeding annual meeting of the Board of Directors. Thereafter, members of the third class shall be nominated by the Advisory Board and elected by the Foundation Electorate for a four (4) year term expiring at each fourth next succeeding annual meeting of the Board of Directors.

D.  Annual Meeting; Notice. The annual meeting of the Advisory Board shall be held at the time and place of the annual meeting of the American College of Veterinary Pathologists. The date, time and place of the annual meeting shall be published in the newsletter for a minimum of three (3) consecutive months immediately prior to the meeting. Additional meetings of the Advisory Board shall be held at such time and place as shall be determined by the Chairman of the Advisory Board. Each Advisory Member shall receive from the Chair of the Advisory Board a copy of each item of business to be placed before the Advisory Board at the next annual or called meeting.

Advisory Members who are unable to attend the annual meeting are required to provide in writing, by electronic mail, or by facsimile a proxy to the Chairman of the Advisory Board, at least twenty-four (24) hours before the meeting. The proxy may be in the form of instructions on the absent member's vote on each agenda item or in the form of a general proxy. A general proxy will be cast with the majority vote on any agenda item. Advisory Members who have submitted proxies shall be considered to be in attendance at the meeting for which they have furnished proxies.

E.  Nominee Selection. The Advisory Board shall nominate all candidates for election by the Foundation Electorate to a four (4) year term as an Advisory Member. The nominees shall be selected by a majority vote of the Advisory Board at its annual meeting. There must be at least 2 and a maximum of 4 candidates for each expiring term and the Advisory Board's selections are nominally made from among Program Directorate Members; however, the Advisory Board shall not be limited to the Program Directorate in making its selections.

F.  Vacancy. In the event of a vacancy occurring on the Advisory Board after an election, the remaining Advisory Members shall nominate the runner-up in the previous election. The Board of Directors will appoint such nominee to fill the vacancy until the next annual election can be held.
 

ARTICLE IX

HONORARY TRUSTEES

A. Purpose. The Board of Directors appoints Honorary Trustees in order to recognize persons whose activities or material contributions in the diverse areas of Foundation operations justify their being so honored.

B. Duties. Honorary Trustees shall have no powers, authority or vote but their counsel and advice shall be given due consideration by the Board of Directors. At the annual and special meetings of the Advisory Board, the Honorary Trustees provide their advice and counsel. To this end, the Honorary Trustees receive a copy of the agenda for such meetings and are eligible to submit items for inclusion on the agenda. An Honorary Trustee may also submit agenda items for the annual and special meetings of the Board of Directors and the Advisory Board.

C.  Classes; Terms. There shall be two (2) classes of Honorary Trustees.
 

 1a. The first class shall consist of those initially appointed by the Board of Directors to serve at the pleasure of the Directors for an indefinite term. The initial group of Honorary Trustees are:
 
William W. Carlton
Lee M. Cera
Richard Samuel Davis
William J. Hadlow
Ronald Duncan Hunt
H. J. Holshuh
Arthur I. Hurvitz
Thomas Carlyle Jones
John M. King
Walter F. Loeb
Donald K. Rutty
Farrel R. Robinson
Reginald G. Thomson
Victor E. O. Valli
 
 2a. The second class shall consist of retiring members of the Advisory Board who are appointed by the Directors, upon the recommendation of the Advisory Board, to a four (4) year term as an Honorary Trustee provided the retiring member of the Advisory Board has not been re-elected to the Advisory Board and continues to remain active in Foundation activities.

 

ARTICLE VIII

NOTICES

 A. Whenever, under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director or Member, such notice may be given orally or in writing.

B. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, and filed with the minutes or corporate records, shall be deemed equivalent thereto.

C.   Notice of any meeting required to be given under the provisions of these Bylaws or the laws of the State of Illinois shall be deemed waived by the attendance at such meeting of the party or parties entitled to notice thereof, except where a party or parties attend a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

MEMBERS OF THE ZOOLOGICAL CONSORTIUM

A. Each zoo or aquarium that is an Institutional Subscriber of the Foundation may designate one of its veterinarians as its delegate to the Zoological Consortium of Foundation. In addition, the Board of Directors may appoint Members to the Zoological Consortium and appoint the Chair of the Zoological Consortium. At the time of incorporation, the delegates to the Zoological Consortium are:

Chairperson, Dr. T. S. McNamara, Wildlife Conservation Society
Member, Dr. Virginia Pierce, Philadelphia Zoological Society
Member, Dr. Richard Montali, National Zoo
Member, Dr. Eric Miller, St. Louis Zoo
Member, Dr. Thomas Meehan, Brookfield Zoo
Member, Dr. Robert D.. Murnane, Univ. of Illinois Zoo Pathology Program
Member, Dr. Lee M. Cera, Loyola University Zoo Path Program
Member, Dr. A. Gendron-Fitzpatrick, Milwaukee Zoo
Member, Dr. Bruce Rideout, San Diego Zoo
Member, Dr. Linda Munson, Knoxville Zoo
Member, Dr. Linda Lowenstine, University of California at Davis

B. The Zoological Consortium shall hold its annual meeting at a time and place selected by its chairperson, in conjunction with the annual meeting of the American Association of Zoo Veterinarians. In the interim between its annual meetings, the Zoological Consortium shall be considered to be in continuous session via correspondence (mail, electronic mail, telephone, facsimile).

C.   The Board of Directors shall prescribe the Foundation's charge to the Zoological Consortium.

 
ARTICLE XI

PATRONS OF THE FOUNDATION

 
A. Qualifications. The following categories of donors shall be Patrons of the Foundation (the "Patrons") for a period of twelve (12) months following the receipt of their last donation: (1) individuals who are not engaged in the study, practice or teaching of veterinary or comparative pathology or related disciplines; (2) Members and Program Directorate Members who contribute monies or materials in addition to the payment of dues, registration fees, or fees for training aids; (3) Affiliate Members who contribute monies or materials in addition to the payment of registration fees or fees for training aids; (4) Institutional Subscribers which contribute monies or materials in addition to the payment of a membership subscription, registration fees, or fees for training aids; (5) Corporate Members which contribute monies or materials in addition to the payment of corporate dues, registration fees, or fees for training aids; and (6) organizations which contribute monies or materials on behalf of their membership.

B.  Rights.
 

1a Patrons receive the monthly Newsletter for twelve (12) consecutive months following their most recent qualifying donation.

2a Individuals, who are Patrons, may attend the Annual Foundation Awards Reception.

3a Patrons receive a letter of invitation, on behalf of the Board of Directors, to renew their patronage on the 12th month anniversary of their last contribution.

4a Patrons may also submit agenda items for the annual and special meetings of the Board of Directors and the Advisory Board.

ARTICLE XII

NEWSLETTER

 
A. The Office of the President of the Foundation shall publish a monthly newsletter which shall serve as the principal communication between the Board of Directors and the Members of the Program Directorate, Members and Affiliate Members of Foundation.

B. The Board of Directors shall prescribe the content of the newsletter and annually review its function and activities.

C. The newsletter shall be circulated monthly, one copy each to Members of the Program Directorate, Members of the Foundation, Affiliate Members of the Foundation, and Patrons of the Foundation.

D. Individuals and institutions which do not hold any form of membership in Foundation may subscribe on an annual basis to the newsletter. The subscription fees for such individuals and institutions shall be determined annually by the Board of Directors.
 
 

ARTICLE XII

AWARDS

A. The Board of Directors shall establish and discontinue various formats of awards to encourage the Advancement of Veterinary or Comparative Pathology and/or Service to the Foundation.

B. The Board of Directors shall prescribe the form of each Award; how it shall be administered and whether it shall be a recognition and/or monetary award.
 

ARTICLE XIII

HOLD HARMLESS

Each appointed officer, Member of the Board of Directors or Program Directorate Member will be required to sign a disclaimer as follows: "I *** agree to hold the Charles Louis Davis, D.V.M. Foundation, its officers and appointees, program sponsors or their agents free from any damage or complaint by reason of any action they, or any one of them, may take in connection with my appointment or service as an officer of the Foundation, or in the conduct and administration of any program project, or initiative of the Foundation."
 
 

ARTICLE XIV

PROHIBITIONS

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributed to, its directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions to qualified persons (other than its directors, officers, and employees or their immediate families) in furtherance of the purposes set forth herein.

No substantial part of the activities of the Foundation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code), and the Foundation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these Bylaws, the Foundation shall not directly or indirectly carry on any other activities not permitted to be carried on (a) by corporations exempt from Federal Income Tax under Section 501 (c)(3) of the Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Code (or the corresponding provisions of any future United States Internal Revenue Law).

 
ARTICLE XV

DISSOLUTION
 

Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Foundation, dispose of all the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes. In no event shall any of such assets or property be distributed to any director or officer, or any private individual.

 
ARTICLE XVI

INDEMNIFICATION
 

The Foundation may indemnify any person who is or was a director, officer, employee, or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another Foundation, partnership, joint venture, trust or other enterprise, against any cost, expense, or liability incurred by such person in or in connection with any threatened, pending, or completed action, suit, investigation or proceeding; provided, that no such indemnity shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or wilful misconduct. The Foundation may amend these Bylaws or enter into agreements that require such indemnity.

 
ARTICLE XVII

AMENDMENTS OR CHANGE OF THE BYLAWS
 

A. Any member of the Board of Directors may propose an amendment or change to the Bylaws. The proposal must be written and signed by the member making
the proposal. The written proposal must be submitted to the Chair of the Board of Directors at least ninety (90) days in advance of the annual meeting of the Board of Directors.

B. Proposals submitted as specified in Section A will be introduced by the Chair of the Board of Directors at the annual meeting of the Board which follows their submission.

C. The amendments or changes of the Bylaws, introduced as prescribed in Section B will be scheduled as agenda items, to be voted upon at the annual meeting of the Board of Directors following the year in which they are introduced.

D.  The author(s) of the proffered amendment or change to the Bylaws may withdraw their submission prior to the scheduled vote.

E.  Adoption of any amendment or change to the Bylaws requires a three-fourths (3/4) vote of the Directors.