Zoological Association of America
An Organization of
Zoos and Zooculturists
Conservation
Propagation
Preservation
copyright 2008
Zoological Association of America
By-laws of the Zoological Association of America
Article 1. Purpose
Our mission is to promote the responsible ownership, management, and propagation of animals in both private and public domains.
We strive to:
• Serve the needs of our members.
• Protect and defend the right to own animals.
• Defend the owners of animals against the false allegations and mischaracterizations of “animal rights” activists.
• Promote legal and ethical methods for sustainable wildlife management tools.
• Encourage responsible conservation of genetics through cooperative breeding programs in private and public domains.
• Promote high standards and ethics through Zoological Association of America accreditation programs.
• Educate the media, policy-makers and the public through advocacy and adherence to best practices.
• Promote “conservation through commerce” as the only sustainable alternative to failed command and control wildlife regulations.
Article 2. Membership and Accreditation
Section 1. Membership Definitions
Associate - An associate member is interested in conservation, preservation, and propagation of animals in the private and public domains. It also includes those persons who wish, eventually, to progress to the Professional category. There are no special qualifications for membership in this category, except that ZAA must approve the applicant. Associate members may not vote or hold office.
Professional - ( formerly Zooculturist) (Sponsorship letter from a Professional member required). The Board approves members to this status usually from the Associate Category. Professional members may vote and hold office. Professional members are not required to be employed by an accredited institution. Neither retirement nor employment status will be considered in approving candidates for this category.
To be approved for this category an individual must either
a) Apply for this category, have a sponsor, attend an annual meeting of ZAA, provide an oral resume to the Board, and receive a pro majority vote of the Board of Directors, or
b) Apply for this category, have a sponsor, provide a written resume, and receive a pro majority vote of the Board of Directors.
Public Facility - (This institutional membership requires a sponsorship letter from a Professional member) A public facility must hold an animal collection and be open to the public on a scheduled basis. It shall have regular and predictable hours that are convenient to the general public and which constitute more than a token opening.
Non-public Facility - (This institutional membership requires a sponsorship letter from a Professional member) A non-public facility must hold an animal collection and not be open to the public on a scheduled basis.
Commercial - A commercial member may hold or own animals but the primary function of its business will be to offer animals, supplies, services, equipment or products to organization members. Commercial members may not vote or hold office.
All members of ZAA should aspire to disseminate and support educational and scientifically based conservation messages and programs.
Annual dues for each category are determined and set by the Board of Directors.
Section 2. Accreditation
Institutional members may become accredited institutional members by satisfying all requirements for accreditation as may be determined and set forth by the Board of Directors. Upon applying for accreditation the institutional applicant will receive various accreditation information including a copy of ZAA’s animal standards and guidelines.
Accredited facilities have access to the Available and Wanted Animal List and are eligible to vote. No institution may be required to participate in any program as a condition of accreditation. Each institution shall retain sole decision-making authority over animals owned by that institution.
Section 3. Voting
Each Professional and each accredited institution is accorded the privilege of voting on any issue presented by the Board of Directors. Unless otherwise determined by the Board of Directors or these By-laws, all issues will be decided by majority vote.
Article 3. Board of Directors
The Board of Directors shall consist of eleven (11) members elected from the Professional membership category. Directors shall serve for five (5) years and shall have staggered terms so that two (2) are elected each year for four years and three (3) are elected the fifth year. Further, for years in which two (2) are elected to the Board of Directors no more than one (1) of the two (2) may be from a public institution. For years in which three (3) are elected to the Board of Directors no more than two (2) may be from a public institution. If a member of the Board of Directors has two (2) consecutive unexcused absences from scheduled meetings of the Board of Directors then the absent member's position on the Board of Directors is automatically declared vacant. The vacancy is then filled according to these By-laws.
Article 4. Officers
The Board of Directors shall elect officers from among itself consisting of Chairman, Vice-Chairman, Secretary, and Treasurer. Each of the officers, Chairman, Vice-Chairman, Secretary, and Treasurer must be a member of the Board of Directors a minimum of one (1) year prior to being elected an officer. Officers will be elected at the annual meeting each year and no officer may serve more than two (2) consecutive terms in the same office.
Article 5. Committees
The following permanent committees shall be formed:
1. Membership/Marketing/Advertising
2. Accreditation
3. Website
4. Legal/Ethics
5. Nominating
6. Publishing and Editorial
7. Financial
8. Conference
The Chairman or members of the Board of Directors may submit nominations for committee membership to the Board of Directors. Each committee shall consist of an odd number of members and terms for committee members will be staggered and normally be three (3) years. The Board of Directors must approve/disapprove all committee nominations. There are no requirements for being a committee member other than approval by the Board of Directors.
Shortly after the annual meeting each year, each committee will elect a chairman for that committee. No person may serve on more than two (2) committees and no one receiving funds from ZAA may serve on the financial committee. Committee reports/recommendations will be submitted to the Board of Directors. Committees may be formed or disbanded by the Board of Directors as may be necessary to serve ZAA interests.
Article 6. Nominations, Elections, and Vacancies
The nominating committee shall prepare a slate of nominations for the Board of Directors with a minimum of two (2) candidates for each vacancy. The nominations will be presented to the Board of Directors and the Board will then determine the slate of candidates. The slate of candidates for election to the Board of Directors shall also include any candidates presented to the Board of Directors at least sixty (60) days prior to the annual meeting by a petition signed by at least ten percent (10%) of the voting membership.
All Professional members and accredited institutions shall be mailed one (1) ballot each at least thirty (30) days prior to the annual meeting. Ballots must be returned in the envelope provided either
1) by mail to the Secretary or other person approved by the Board of Directors which will then be brought, unopened, to the annual meeting or
2) by the individual member to the annual meeting and given to the Secretary or other person approved by the Board.
Ballots will be counted and results announced at the annual meeting at a time determined by the Board of Directors.
Newly elected members of the Board of Directors shall serve from the end of the annual meeting at which they are elected until the end of the fifth annual meeting after their election. No member shall serve more than two (2) consecutive terms.
Article 7. Meetings
Section 1. Number of Meetings
ZAA shall hold at least one business meeting each year for the membership. The Board of Directors may call other meetings as needed to conduct ZAA business. All meetings require notification of all members at least thirty days prior to the meeting stating time, place, and information on topics to be discussed.
Section 2. Quorum
A quorum of the Board of Directors shall consist of at least six (6) members at any meeting. Actions of the Board require six (6) pro votes to be enacted. Referendums may be conducted via e-mail or telephone provided each member of the Board of Directors receives notification of the impending vote and is accorded a voting opportunity.
Section 3. Conduction of Meetings
The current edition of Robert’s Rules of Order governs ZAA in all situations not otherwise provided for in the bylaws.
Article 8. Amendments
Amendments to the By-laws may be initiated in two ways:
1) The Board of Directors may, from time to time, propose amendments to the By-laws.
2) Amendments to the By-laws may be submitted to the Board of Directors for approval by a petition signed by at least 10% of the eligible voters of ZAA.
Amendments to the By-laws require a two-thirds (2/3) approval of the Board of Directors for adoption.