OUR BYLAWS

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ARTICLE I: Name

 

The name of this Corporation is Veterinary Pharmacology Research Foundation (referred to hereafter as the VPRF).

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ARTICLE II: Objectives

 

The objectives of the Foundation are to support scientific research and training in the field of veterinary pharmacology through grants and scholarships, to support the dissemination of the results of such research, and, in general, to carry on any activity in connection with or incidental to the foregoing not forbidden by law, with all the power conferred upon nonprofit corporations by the laws of the State of Illinois.

 

ARTICLE III: Board of Directors

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Section 1. Management.

Management of the business, property, and affairs of the Corporation shall be the responsibility of the Board of Directors. The Board of Directors may exercise all such powers and perform all such lawful acts as permitted by statute or by the Articles of Incorporation or by these Bylaws.

 

Section 2. Number.

The Board of Directors shall consist of not fewer than five (5) Directors.

 

Section 3. Term.

A Director’s term will be three years and there is no limit on the number of terms an individual may serve.

 

Section 4. Appointment and Removal.

Appointment of a new Director shall be initiated by the VPRF board. A majority of the Directors shall be members of the American Academy of Veterinary Pharmacology and Therapeutics (AAVPT) or the American College of Veterinary Clinical Pharmacology (ACVCP).  

 

Section 5. Resignation and Removal.

A Director may resign at any time by tendering a written resignation to the Board of Directors, which resignation shall become effective when the notice is delivered to the Board unless the notice specifies a future date. The Board of Directors may remove a Director for cause at any time with an affirmative vote of at least two-thirds of the remaining members of the Board. Cause for removal may consist of (a) gross misconduct toward the Corporation or any Officer or Director; or (b) lack of interest and support for the purposes or activities of the Corporation.

 

Section 6. Vacancies.

Upon any vacancy on the Board of Directors, new Directors may be nominated by any current Director and approved by the majority of the Board.

 

Section 7. Annual Meetings.

The Annual Meeting of the Board of Directors shall be held at a time and place and on such date as may be determined by the Board of Directors. Notice of the time and place of the meeting shall be given by the President or his or her designee at least 10 days before the meeting. Meetings may be held virtually or in person.

 

Section 8. Special Meetings.

Special meetings of the Board of Directors may be called upon written, including electronic, notice at any time by the President, and upon consent of a majority of the Directors.

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Section 9. Conference Calls.

The Board may hold meetings by telephone conference call or electronically which allows all of the participants to speak to and hear each other simultaneously.

 

Section 10. Quorum.

A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the members of the Board; provided, however, that if no quorum is participating at any meeting, the Directors present may adjourn the meeting from day to day until a quorum is present. Written proxies will be allowed in lieu of attendance at a Board meeting.

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Section 11. Powers.

The Board of Directors shall regulate, control, and dispose of any property belonging to the Corporation and shall perform such other duties and exercise such other powers as may be delegated or conferred upon it by law, the Articles of Incorporation, or these Bylaws.

 

Section 12. Consent.

An action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing including electronic means such as email, and the writing or writings are filed with the minutes of proceedings of the Board.

 

ARTICLE IV: Support of research grants and training programs  

 

The Board of Directors shall have the authority and responsibility to organize and conduct programs with two focuses, veterinary pharmacology research grants and support for students in the form of internships, fellowships and/or residencies in veterinary pharmacology. The Board of Directors may appoint a Scientific Review Committee to evaluate research grant proposals or student applications for funding.

 

The Board of Directors shall establish appropriate mechanisms to publicize the availability of grants and student fellowships, internships and/or residencies and establish processes for the receipt and review of applications and the determination of awards.

 

Any award of such funds shall be consistent with the designated purpose, but funds will not be accepted by the Foundation when they are restricted to award to be awarded to a particular individual recipient or to a specific institution. The awards shall be made for the benefit of the public interest in advances in veterinary pharmacology science and education. In the event that an applicant for an award is a Director, Officer, agent, or employee of the Foundation, or a member of the Scientific Review Committee, or the spouse, parent, or child of such persons, then such Officer, Director, or committee member shall recuse themselves from all discussions and decisions regarding such award.

 

ARTICLE V: Officers

 

Section 1. Election and Qualifications of Officers.

At a minimum, the officers shall consist of a President, Treasurer, and a Secretary. The Board of Directors shall determine when and if to designate additional officers. Officers shall be elected at the Annual Board Meeting for a three-year term. The Board of Directors, by affirmative vote of two-thirds of the members present, may suspend or remove an officer for violation of the resolutions of the Board or these Bylaws.

 

Section 2. Vacancies.

A vacancy in any office, to serve the remainder of the term, may be filled by a majority vote of the Directors present at a meeting at which a quorum is present.

 

Section 3. Board Membership.

Officers will be voted from the Board of Directors and must remain on the Board of Directors throughout his or her term in office.

 

Section 4. Terms of Office.  

An officer may be reelected to additional terms in any office, without limitation. An individual may hold more than one office at one time, provided that; one person may not be both President and Treasurer.

 

ARTICLE VI: Duties of Officers

 

Section 1. President.

The President shall serve as the chief spokesperson for the Corporation, manage the operations of the Corporation, nominate all committee and task force chairs for approval by the Board of Directors, and preside at all Board of Directors’ meetings. The President, or designee, shall establish and be responsible for timely publication of the agenda, minutes, and other information necessary for all meetings of the Board. Should a vacancy occur in this office, the Vice President or Secretary or Treasurer, in that order, shall assume the responsibilities for the remainder of the term.

 

Section 2. Vice President.

The Vice President, if any, shall serve as President upon the resignation, disability, or death of the President until the President resumes his or her duties or until an election is held. Should a vacancy occur in this office, within 30 days of the indicated vacancy the Nominating Committee shall nominate a new Vice President, and, with majority approval of the Board of Directors, this person shall assume the office.

 

Section 3. Treasurer.

The Treasurer shall be responsible for ensuring that a permanent record is kept of all financial transactions; shall issue periodic reports revealing the financial status of the organization and the status of income and expenditures against the budget and projections; and shall be responsible for overseeing the Corporation’s finances in such a way as to assist the Board of Directors in adopting and accomplishing a balanced budget and balanced year-end performance. Should a vacancy occur in this office, the President, with majority approval of the Board of Directors, shall appoint a person to assume the responsibilities of the Treasurer until the next Annual Meeting.

 

Section 4. Secretary.

The Secretary shall be responsible for ensuring that a permanent record is maintained of all meetings; shall be responsible for issuing minutes promptly following each meeting of the Board of Directors for approval at the subsequent meeting; shall be custodian of the Corporation’s records, except those maintained by the Treasurer. The Secretary shall assume such other responsibilities as may be associated with the office. Should a vacancy occur in this office, the President, with majority approval of the Board of Directors, shall appoint a person to assume the responsibilities of the Secretary until the next Annual Meeting.

 

ARTICLE VII: Finances

 

Section 1. Fiscal Year.

The fiscal year of the Corporation shall end on December 31.

 

Section 2. Budget.

The Board of Directors shall adopt an annual operating budget covering all activities of the Corporation. The budget shall provide the financial direction for the Corporation.

 

Section 3. Availability of Records.

The books, records of funds, vouchers, and other instruments of accounting shall be available for inspection and verification by the Board of Directors whenever they may require it. The Treasurer shall provide no financial information to any other person except as may be required by law, federal or state revenue rules, compulsory process, or as may be directed from time to time by the Board of Directors.

 

Section 4. Annual Examination of Books.

The Board shall appoint someone to examine the books, including bank statements and supporting documents, at the end of each fiscal year.

 

Section 5. Compensation.

Any person serving as Director, Officer or chair shall receive no compensation for their services but may be reimbursed for such expenses as they may incur in carrying out the purposes of the organization. Expenses subject to reimbursement must be in accordance with the approved budget. Any independent agent, staff, or officer employed by the Board, in accordance with the approved budget, may receive compensation and expenses to further the objectives of the Corporation.

 

ARTICLE VIII: Special and Standing Committees and Task Forces

 

Section 1. Special Committees.

Special Committees, with a limited term, can be proposed by the President and approved by the Board of Directors. An Audit Committee shall be considered a Special Committee.

 

Section 2. Task Forces.

Task Forces, with a specific task, may be established by the Board of Directors. Chairs and members of Task Forces shall be appointed by the President.

 

ARTICLE IX: Indemnification

 

Every Director, Officer, or employee of the Corporation shall be indemnified by the Corporation for all expenses and liabilities, including attorneys’ fees, reasonably incurred or imposed upon them in connection with any proceeding to which they were made a party, or in which they may become involved, by reason of being or having been a Director, Officer, or employee of the Corporation, or any settlement thereof, whether or not he or she is a Director, Officer, or employee of the Corporation at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties for or on behalf of the Corporation.

 

ARTICLE X: Use of Funds; Dissolution

 

The Corporation shall use its funds only to accomplish the objectives specified in the Certificate of Incorporation and these Bylaws, and no part of the funds shall inure to the benefit of any Director, Officer or employee, except as reasonable compensation for services rendered. Upon the dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations, selected by the Board of Directors, which are exempt from income taxation under § 501(c)(3) of the Internal Revenue Code of 1986, as amended, or comparable successor statute, provided, however, that if any of the remaining monies were donated by AAVPT, such monies shall be returned to AAVPT following dissolution.

 

ARTICLE XI: Amendments

 

Section 1. Approval.

Amendments to, or a repeal of, these Bylaws shall be approved by a two-thirds affirmative vote of the Board of Directors present and voting at any Board meeting, providing that written notice of proposed changes has been sent to all Board members in accordance with the Notice requirements set forth in Sec. 2 of this Article.

 

Section 2. Notice.

Written notice of a meeting of the Board of Directors in which amendments to these Bylaws will be considered, shall be given not less than 10 nor more than 60 calendar days before the date of the meeting, either personally, or by mail, or electronically. If such notice is mailed, notice shall be deemed to be given when the letter is deposited in the United States mail, postage prepaid.

 

Section 3. Publication.

The Bylaws shall be reprinted with the new amendment(s) and made available to all Board members upon request. 

 

Amended 3 March 2026