BYLAWS
BYLAWS OF THE ACADEMY OF MICROSCOPE ENHANCED DENTISTRY
(Revised March 2003)
Article I. Name
The name of this non-profit corporation shall be The Academy of Microscope Enhanced Dentistry (an international association of restorative microdentistry, periodontal microsurgery, microendodontics, microprosthodontics, implant microsurgery, and associated disciplines), hereafter referred to as “The Academy,” or “This Academy.” The registered office shall be located in the state of Delaware, and the business office shall be located at 3402 South 38th Street, Tacoma, WA 98409. Branch offices may be located within or outside the state of Washington, as the Board of Directors may determine. The mailing address is that of the Executive Director.
Article II. Object
The object of this corporation is to achieve, by mutual study and cooperative activity, a high and ethical standard of practice, teaching, and research in the art and science of Microscope Enhanced Dentistry.
Article III. Membership
The members of The Academy shall be those persons qualified and elected and who remain in good standing according to Article III, Section 2.
Section 1. Types of Members
There shall be six (6) primary classifications of members, namely: Student, Associate, Active, Life, Affiliate and Honorary. With the exception of Honorary membership, the general qualifications to be elected to membership are that one must be an ethical practitioner, whose dental activities are microscope-centered.
A. Student Members:
A Student Member is a pre-doctoral or post-doctoral student/resident enrolled in an accredited dental school who has been elected to student membership. Student members are not eligible to hold office, to serve on the Board of Directors and Standing Committees, or to have guest and voting privileges. A student member is eligible for discounted membership dues.
1. Qualifications
Must be enrolled in a full time residency or a pre-doctoral or post-doctoral program and has exhibited a major interest in the field of Microscope Enhanced Dentistry.
2. Nominations:
Nominations for membership in The Academy shall be submitted to The Academy Secretary no later than July 31st prior to the annual meeting. Each nomination must be endorsed by two active members in good standing, who shall by their signatures give evidence that, in their opinion, the nominee is a person qualified for admission. A letter of support must accompany the application. Each nomination shall be reviewed by The Academy Secretary and by the Credentials Committee. Membership applications are to be obtained from the Secretary of The Academy.
3. Election:
The Credentials Committee, upon receipt of a nomination for membership, shall review the application, interview the candidate, and then determine whether or not the candidate meets the qualifications for membership. Recommendations by the Credentials Committee shall be reviewed by the Board of Directors. The Secretary of The Academy shall present the name of each candidate recommended for membership to the General Assembly for election. If a majority vote prevails in favor of the election, the Secretary of The Academy shall notify the candidate of his/her election and submit to him/her the conditions under which he/she may become a member. Until each candidate is so informed, knowledge of the action taken by The Academy membership shall be kept confidential by all members.
B. Associate Members:
An Associate Member is a dentist who has been elected to Associate membership. Associate members are not eligible to hold office, to serve on the Board of Directors and Standing Committees, and to have voting privileges. However, they have guest privileges.
1. Qualifications:
a. Has exhibited a major interest in the field of Microscope Enhanced Dentistry.
b. The candidate must exhibit leadership and service to dentistry and demonstrate exemplary professional and ethical qualifications.
c. Requirements for membership should be the same for all associate members.
2. Nominations:
Nominations for membership in The Academy shall be submitted to The Academy Secretary no later than July 31st prior to the annual meeting. Each nomination must be endorsed by two active members in good standing, who shall by their signatures give evidence that, in their opinion, the nominee is a person qualified for admission. A letter of support must accompany the application. Each nomination shall be reviewed by The Academy Secretary and by the Credentials Committee. Membership applications are to be obtained from the Secretary of The Academy.
3. Election:
The Credentials Committee, upon receipt of a nomination for membership, shall review the application, interview the candidate, and then determine whether or not the candidate meets the qualifications for membership. Recommendations by the Credentials Committee shall be reviewed by the Board of Directors. The Secretary of The Academy shall present the name of each candidate recommended for membership to the General Assembly for election. If a majority vote prevails in favor of the election, the Secretary of The Academy shall notify the candidate of his/her election and submit to him/her the conditions under which he/she may become a member. Until each candidate is so informed, knowledge of the action taken by The Academy membership shall be kept confidential by all members.
C. Active Member:
An Aactive Member is a dentist who has been elected to Active membership in the Academy. Active members are eligible to hold office, to serve on the Board of Directors and Standing Committees, and to have guest and voting privileges.
1. Qualifications:
a. Has exhibited a major interest in the field of Microscope Enhanced Dentistry as evidenced by the character of his/her practice.
b. The candidate must exhibit leadership and service to dentistry and demonstrate exemplary professional and ethical qualifications.
c. It is mandatory for a candidate to have the equivalent of five years experience with the operating microscope and have attended at least one meeting prior to being submitted for membership.
d. Contributions to the dental literature, which may include study club and university syllabi.
e. Dental education, advanced or continuing, must include taking and giving continuing education courses relating to Microscope Enhanced Dentistry and participation in Microdentistry study clubs or in teaching.
f. Research, creativity, and improvement in the discipline of Microscope Enhanced Dentistry must be recognized and considered positive.
g. Requirements for membership should be the same for all Fellows.
h. A candidate must be willing and able to present a program before The Academy if so requested.
i. Continued professional activities are expected after being accepted into membership in The Academy.
j. It is mandatory that the candidate for membership be interviewed by the Credentials Committee. Failure to appear automatically defers consideration until the following year.
k. If requested, the sponsor or co-sponsor must appear before the credentials committee to speak on behalf of the candidate.
l. The sponsor or co-sponsor must have first-hand knowledge of the candidate and his/her accomplishments and submit a letter of support for the candidate.
m. Additional guidelines may be established by the Board of Directors.
2. Nominations:
Nominations for membership in The Academy shall be submitted to The Academy Secretary no later than July 31st prior to the annual meeting. Each nomination must be endorsed by two active members in good standing, who shall by their signatures give evidence that, in their opinion, the nominee is a person qualified for admission. A letter of support must accompany the application. Each nomination shall be reviewed by The Academy Secretary and by the Credentials Committee. Membership applications are to be obtained from the Secretary of The Academy.
3. Election:
a. The Credentials Committee, upon receipt of a nomination for membership, shall review the application, interview the candidate, and then determine whether or not the candidate meets the qualifications for membership. Recommendations by the Credentials Committee shall be reviewed by the Board of Directors. The Secretary of The Academy shall present the name of each candidate recommended for membership to the General Assembly for election. If a majority vote prevails in favor of the election, the Secretary of The Academy shall notify the candidate of his/her election and submit to him/her the conditions under which he/she may become a member. Until each candidate is so informed, knowledge of the action taken by The Academy membership shall be kept confidential by all members.
b. A sponsor has the right to request information from the Credentials Committee on any action taken on a candidate.
c. An application fee shall be established by the Board of Directors and shall be payable upon application for membership. This fee shall be non-refundable if the candidate is not elected to membership. Dues payment shall commence on the first assessment date following election into active membership.
D. Fellows: It is the intent of the Academy to establish this category of membership
A Fellow is a dentist who has been elected to Fellowship in the Academy. Fellows are eligible to hold office, to serve on the Board of Directors and Standing Committees, and to have guest and voting privileges.
4. Qualifications:
a. Has exhibited a major interest in the field of Microscope Enhanced Dentistry as evidenced by the character of his/her practice and contributions to dental literature or dental education.
b. The candidate must exhibit leadership and service to dentistry and demonstrate exemplary professional and ethical qualifications.
c. It is mandatory for a candidate to have the equivalent of five years experience with the operating microscope and have attended at least one meeting prior to being submitted for membership.
d. Contributions to the dental literature, which may include study club and university syllabi.
e. Dental education, advanced or continuing, must include taking and giving continuing education courses relating to Microscope Enhanced Dentistry and participation in Microdentistry study clubs or in teaching.
f. Research, creativity, and improvement in the discipline of Microscope Enhanced Dentistry must be recognized and considered positive.
g. Requirements for membership should be the same for all Fellows.
h. A candidate must be willing and able to present a program before The Academy if so requested.
i. Continued professional activities are expected after being accepted into membership in The Academy.
j. It is mandatory that the candidate for membership be interviewed by the Credentials Committee. Failure to appear automatically defers consideration until the following year.
k. If requested, the sponsor or co-sponsor must appear before the credentials committee to speak on behalf of the candidate.
l. The sponsor or co-sponsor must have first-hand knowledge of the candidate and his/her accomplishments and submit a letter of support for the candidate.
m. Additional guidelines may be established by the Board of Directors.
5. Nominations:
Nominations for membership in The Academy shall be submitted to The Academy Secretary no later than July 31st prior to the annual meeting. Each nomination must be endorsed by two active members in good standing, who shall by their signatures give evidence that, in their opinion, the nominee is a person qualified for admission. A letter of support must accompany the application. Each nomination shall be reviewed by The Academy Secretary and by the Credentials Committee. Membership applications are to be obtained from the Secretary of The Academy.
6. Election:
a. The Credentials Committee, upon receipt of a nomination for membership, shall review the application, interview the candidate, and then determine whether or not the candidate meets the qualifications for membership. Recommendations by the Credentials Committee shall be reviewed by the Board of Directors. The Secretary of The Academy shall present the name of each candidate recommended for membership to the General Assembly for election. If a majority vote prevails in favor of the election, the Secretary of The Academy shall notify the candidate of his/her election and submit to him/her the conditions under which he/she may become a member. Until each candidate is so informed, knowledge of the action taken by The Academy membership shall be kept confidential by all members.
b. A sponsor has the right to request information from the Credentials Committee on any action taken on a candidate.
c. An application fee shall be established by the Board of Directors and shall be payable upon application for membership. This fee shall be non-refundable if the candidate is not elected to membership. Dues payment shall commence on the first assessment date following election into active membership.
E. Life Members:
1. Qualifications:
a. An Active Member in good standing, who has retired from active compensated participation in dentistry, may be eligible for Life Membership. Also a member in good standing for fifteen (15) years who has attained the age of 65 or has completed 25 years of Active membership, or a member who has become incapacitated, may be eligible. A Life Member shall be entitled to the same privileges as Active Member, but shall not be liable for dues or assessments. A meeting fee shall be collected from Life Members to cover meal expenses while attending the annual meeting. A life Member shall not receive the official journal of The Academy without a paid subscription.
2. Nominations:
a. Any Active member who qualifies may request Life Membership. The request should be presented in writing to the Secretary of The Academy by July 31st of the year of eligibility. The secretary of The Academy shall present the request for Life membership to the Board of Directors for their recommendation for approval. The Secretary shall read the names before the General Assembly at its Annual Business Meeting.
b. A qualified member may be nominated by an active member in the manner stated in B. 2. A. above.
3. Election:
a. Upon recommendation of the Board of Directors and a majority vote in favor of the nominee by the General Assembly, the Secretary of The Academy shall so notify the nominee of his/her election. In the year in which the individual applies for Life Membership, dues are paid as usual and Life Membership will begin on the first fiscal year following election.
F. Honorary Members:
1. Qualifications:
a. Any person who had made an unusual and outstanding contribution to the art and science of Microscope Enhanced Dentistry or an immediately related field is eligible for Honorary Membership.
b. No Active or Life Member of The Academy shall be elected to Honorary membership.
2. Nominations:
a. A candidate may be nominated by any Active Member. The nomination shall be accompanied by evidence of qualifications.
b. All nominations for Honorary Membership shall be submitted to the Secretary of The Academy ninety (90) days prior to the annual meeting of The Academy.
3. Election:
A list of nominees for Honorary Membership, with supportive documentation, shall be forwarded by the Secretary of The Academy to each member of the Board of Directors thirty (30) days prior to the annual meeting. After a review by the Board of Directors, their recommendations shall be presented to the General Assembly for final action. If a majority vote prevails in favor of the election, the Secretary of the Academy shall thereafter notify the nominee of his/her election, together with the conditions with which he/she may become an Honorary Member, and until the nominee is so informed, the knowledge of the action taken by The Academy shall be kept confidential by all members.
F. Affiliate Members:
An Affiliate Member is a dental auxiliary (Dental Laboratory Technologist, Dental Hygienist or Dental Assistant) who has been elected to Affiliate Membership. Affiliate Members are not eligible to hold office, to serve on the Board of Directors and Standing Committees, and to have guest or voting privileges.
1. Qualifications:
a. Has exhibited a major interest in the field of Microscope Enhanced Dentistry as evidenced by the character of his/her practice.
b. It is mandatory for a candidate to have the equivalent of one year experience with the operating microscope and have attended at least one meeting as a guest prior to being submitted for membership.
2. Nominations:
c. A candidate may be nominated by any Active Member. The nomination shall be accompanied by evidence of qualifications.
d. All nominations for Honorary Membership shall be submitted to the Secretary of The Academy ninety (90) days prior to the annual meeting of The Academy.
3. Election:
A list of nominees for Honorary Membership, with supportive documentation, shall be forwarded by the Secretary of The Academy to each member of the Board of Directors thirty (30) days prior to the annual meeting. After a review by the Board of Directors, their recommendations shall be presented to the General Assembly for final action. If a majority vote prevails in favor of the election, the Secretary of the Academy shall thereafter notify the nominee of his/her election, together with the conditions with which he/she may become an Honorary Member, and until the nominee is so informed, the knowledge of the action taken by The Academy shall be kept confidential by all members.
Section 2. Dues, Journal Subscription, Membership Suspension, Academic Property.
A. Dues & Journal Subscription:
1. The annual dues for Active members shall be established by the Board of Directors with membership approval at the annual business meeting.
2. Dues and journal subscription for foreign members shall reflect additional costs incurred in the administration of their membership. For business and communication purposes, The Academy will recognize the residence of its members to be the country in which they earn their primary livelihood. Federal service employees earn their livelihood in the county they service.
3. Dues and journal subscription assessments are billed January 1st and are considered late if not paid by March 1st. Members whose dues and journal subscription assessments are not received by March 1st will be assessed a late fee as established by the Board of Directors and approved by the membership at the annual business meeting. Delinquent dues statements shall be sent by the Treasurer to those members not paying dues, by April1st of that fiscal year.
B. Suspension or Expulsion from Membership:
Active members may be suspended or expelled from membership in The Academy upon recommendation of the Board of Directors to the General Assembly. A two-third majority vote of the Board of Directors and General Assembly is required. Suspension or expulsion will occur for the following reasons:
1. Failure to attend meetings regularly:
a. In the event that a member does not attend two successive annual meetings, the member shall be automatically suspended from privileges of membership. For those members residing in foreign countries outside the geographic limits of North and Central America, suspension will follow after missing three successive meetings. The Secretary of The Academy shall send notice, no later than November 30th, notifying the member of their suspension by return receipt requested mail or return receipt requested fax. An appeal to the Board of Directors may be requested following receipt of notice of the membership being suspended. If, by March 1st, the member fails to show justifiable cause, in writing, to the Board of Directors, the membership shall be automatically revoked. If, in the opinion of the Board of Directors, the suspended member shows justifiable cause of absence, he/she shall be reinstated. An appeal to the Board of Directors may be requested following receipt of notice of the membership being revoked.
2. Failure to pay membership dues:
a. Any member in default of payment of dues shall be suspended ipso facto from all privileges of membership and, if after notice by return receipt requested mail or return requested fax from The Academy Treasurer, and he/she fails to correct that default within a period of ninety (90) days, his/her membership shall be automatically terminated.
b. Any member not responding to a delinquent dues statement will automatically have his/her membership terminated.
3. Failure to participate in the administrative or scientific activities of The Academy:
a. A failure in this respect shall be cause for suspension or expulsion, but may be executed by the Board of Directors.
4. Conduct unbecoming to a member of The Academy:
a. Conduct unbecoming to a member of The Academy shall constitute cause for suspension. Proper conduct will be defined by the Code of Ethics of the American Dental Association.
C. Property of the Academy is not to be utilized for private profit.
a. No member of this corporation shall profit financially by reason of his/her membership in The Academy. A member may, however, receive compensation for services actually rendered by him/her to The Academy.
b. No member shall use The Academy name or logo except in official functions of The Academy.
Article IV: Officers
The officers of The Academy shall be: President, President-Elect, Immediate Past President, Vice-president, Secretary, and Treasurer.
Section 1. President
a. The President-Elect shall assume the office of the President following the close of the next annual meeting following his/her elevation to the office of the President-Elect. He/she shall be the chief executive officer of The Academy and shall preside over all meetings of the Board and of the members with the right to vote. He/she shall exercise general and active management of the business of The Academy and shall see that all orders and resolutions of The Academy are effectuated. He/she shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management unusually vested in the office of President. His/her term of office shall be limited to one year or until his/her successor is elected and installed. He/she shall appoint a new member to replace the outgoing member of each standing committee and designate the Chairman as well as make the following standing presidential appointments:
1. Standing Presidential Appointments:
a. Parliamentarian
b. Chaplain
Section 2. President-Elect:
a. The Vice-President shall be eligible for election to the office of President-Elect at the Annual Business Meeting following his/her election to the office of Vice-President. He/she shall attend all meetings of the Board of Directors with the right to vote. He/she shall perform the duties of the President during the absence or disability of the President. The President-Elect shall be the chairman of the Membership Committee.
Section 3. Immediate Past President
a. He/she shall attend meetings of the Board of Directors with the right to vote. The IPP shall be the chairman of the Nominating Committee.
Section 4. Vice-President
a. The Vice-President shall be elected from the Active and Life Membership of The Academy by majority vote of those members present and voting at the annual business meeting. He/she shall attend all meetings of the members of the Board of Directors with the right to vote. The Vice-President shall designate his/her program Chairman for the year in which he/she is President. The Vice-President shall serve as Chairman of the Ethics Committee and he/she shall also be an ex-officio member of the Budget and Finance Committee.
Section 5. Secretary
a. The Secretary shall be elected from the Active and Life Memberships of The Academy by a majority vote of those members present and voting at the annual business meting. He/she shall attend all meetings of the members of the Board of Directors with the right to vote and shall preserve, on the books of The Academy, true minutes of the proceedings of all such meetings. He/she shall keep safely, in his/her custody, the Seal of The Academy and shall have the authority to affix the Seal to all instruments where its use is required. He/she shall give all notices required by statute, ByLaws, or resolutions. He/she shall perform such other duties as may be delegated by the Board of Directors. His/her term shall be limited to two (2) years, after which time he/she must stand for re-election. Re-election shall occur on a one (1) year alternating cycle with the Treasurer. He/she shall receive a yearly stipend for services rendered. This stipend shall be determined by the Board of Directors.
Section 6. Treasurer
a. The Treasurer shall be elected from the Active and Life membership of The Academy by a majority vote of those members present and voting at the annual business meeting. He/she shall attend all the meetings of the Board of Directors with the right to vote. He/she shall have custody of all Academy funds and securities and shall keep full and accurate accounts of all receipts and disbursements in the books belonging to The Academy. He/she shall deposit all monies, securities, and other valuable effects in the name of The Academy in depositories designated by the Board of Directors. He/she shall render an accounting of all his/her transactions as Treasurer of The Academy to the President and the Board of Directors at all regular meetings of the Board or whenever requested by them. In like manner, he/she shall be prepared to submit a compilation financial report selected by a firm of accountants ratified by the Board of Directors at any regular meeting of The Academy. In case of his/her death or removal from office for any cause, all Academy related books, papers, vouchers, monies, and property in his/her possession or control belongs to The Academy. The Treasurer shall have sole authority to sign checks for conducting Academy business. For checks exceeding $2000, written authorization by the Board of Directors is required, except for internal transfer of monies from checking to savings. In case of an emergency, the Board of Directors may designate a member of the Board to sign in place of the Treasurer. The Treasurer’s term of office shall be limited to two (2) years, after which time he/she must stand for re-election. Re-election shall occur on a one (1) year alternating cycle with the Secretary. He/she shall receive a yearly stipend for services rendered. The stipend shall be determined by the Board of Directors.
Section 7. Executive Director
The Executive Director shall be appointed by the Board of Directors to oversee the daily operations of the Academy. The Executive Director shall assist the President in carrying out his/her duties of office and help execute the affairs of the Academy according to the time-table set forth by the Board of Directors. The Executive Director shall be available to attend Board meetings at the request of the President.
The Executive Director shall be the Site Director for the Annual Meeting. As a Site Director, he/she shall be responsible for contracting space and audio visual company at the meeting hotel, ordering foods and beverages for all social functions, organization of and overseeing the management of the Academy, Exhibitors, and hotel personnel during the annual and mid-year meetings, coordinating such with the hotel’s meeting coordinator, and any other assigned responsibilities.
He/she shall receive a yearly stipend for service rendered. This stipend shall be determined by the Board of Directors and shall be approved by the General Membership at the Annual Meeting.
Article V. Meetings of Members
Section 1. Annual Meeting
a. Time and place: A meeting of members shall be held at least once each calendar year. The time and place of the annual meeting will be determined by the Board of Directors and announced at least two (2) years in advance.
b. Notice of annual meetings: Written notice of each annual meeting shall be given to each member, either by mail or by other means of written communication with the charges pre-paid. A notice shall be addressed to each member at his/her address appearing on the books of The Academy as given by him/her to The Academy for the purpose of notice. A notice shall be sent to each member entitled thereto sixty (60) days prior to the meeting and shall specify the time and place of such meeting.
Section 2. Special Meetings
a. Special meetings of the members for any purpose whatsoever may be called at any time by the President, with the approval of a majority of the Board of Directors. Notice of any special meeting shall be sent to each member entitled thereto, thirty (30) days in advance, and shall specify the time and place of such meeting and the general nature of the business to be considered.
Section 3. Quorum
a. One-tenth (1/10) of the members eligible to vote shall constitute a quorum.
Section 4. Voting
a. Each Active and Life Member of The Academy in attendance at a meeting of the members shall be entitled to vote upon each subject properly submitted to vote.
Section 5. Nominations from the Floor
a. At each Annual Business Meeting of the members, the Nominating Committee shall submit a slate of nominees for each office to be filled and each position to be filled on the Board of Directors. Additional nominations for each office to be filled and each position to be filled on the Board of Directors may be made from the floor by an Active or a Life member.
Section 6. Adjournment
a. Any meeting of members, annual or special, may be adjourned from time to time by a vote of a majority of the Active and Life Members present.
Article VI. Board of Directors
Section 1. Composition
a. The Board of Directors shall be composed of a total of nine (9) persons including the President, President-Elect, Immediate Past-President, Vice-president, Secretary, and Treasurer of The Academy, all whom shall be voting members of the Board. The President shall act as Chairman of the Board.
Section 2. Qualifications
a. Members of the Board must be Active or Life Members of the Academy.
Section 3. Term of Office
a. Elected Directors shall serve for a period of three (3) years.
Section 4. Election
a. Members of the Board of Directors shall be elected by members of The Academy at the Annual Business Meeting of The Academy by a majority vote. A minimum of one (1) and a maximum of two (2) new Directors may be elected to replace outgoing Directors every year.
Section 5. Vacancies
a. Vacancies in Elected Offices:
1. President: If the office is vacated, the President-Elect shall serve out the remaining term of the President and thereafter shall serve his/her own term.
2. The President may appoint a person to the Board of Directors on an interim basis until the next election. The appointment shall be subject to the approval of the Board of Directors.
Section 6. Powers of the Board
a. Management: the business, property, and affairs of This Academy shall be managed by the Board of Directors.
b. Power to appoint or remove agent: The Board of Directors shall have the power to appoint or remove, by majority vote such agent, as the Board may deem necessary for the transaction of business in The Academy.
c. Power to require bonds: The Board of Directors may require any office or agent to file with The Academy a satisfactory bond, conditioned upon faithful performance of his/her duties. The cost of such bond shall be paid by the Academy.
d. Power to obtain liability insurance for all members of the Board of Directors. The cost of such insurance shall be paid by the Academy.
e. Power to contract and make conveyances: When the execution of any contract, conveyance, or other instrument has been authorized by the affirmative action vote of the majority of the Board of Directors without specification of the executing officer: the President, Vice-president, Secretary, and Treasurer may execute the same in the name and on behalf of This Academy and may affix the Corporate Seal thereto. The Board of Directors shall have the power to designate the officers and agent empowered to execute any instrument on behalf of The Academy.
f. Power of the Board to borrow money: The Board of Directors shall have full power and authority to borrow money whenever the Board, in its discretion, determined that such is in the general interest of The Academy. Before transacting a loan, however, a two-thirds (2/3) majority of all directors must vote affirmatively to enable the Board to engage in such a transaction. Whenever the Board authorizes The Academy to borrow money, it shall empower the proper officers of This Academy to execute and deliver in the name of This Academy such notes, bonds, and other evidence of indebtedness, as the Board shall deem proper. The Board shall have full power to mortgage the property of The Academy or any part thereof as security for indebtedness. No action on the part of the membership of This Academy shall be required to validate any of the transactions authorized in this paragraph.
g. Distribution of The Academy property upon dissolution: Upon concurrence by two-thirds (2/3) majority vote of The Academy, the Board, upon dissolution of The Academy for any cause, shall, after all indebtedness has been satisfied, present the remainder of the property to the American Dental Association Fund for Dental Education earmarked for education in microscope enhanced dentistry
h. Voting powers:
1. Voting: Majority vote prevails.
2. Alternative voting methods: The Board of Directors may make decisions by mail vote, telephone, or electronic means.
Section 7. Board of Directors Meetings
a. Frequency of meetings:
1. Regular meetings: There shall be at least one regular meeting of the Board of Directors each calendar year.
2. Special meetings: Special meetings may be called by the President, with approval by majority vote of the Board when needed. All members must be given a twenty (20) day written notice of time and place and specific proposals to be considered and decided, and of subject to be discussed.
b. Quorum
1. A quorum for action by the Board of Directors shall be five (5) members. A majority vote shall be required for all action taken by the Board unless otherwise required by law or these ByLaws.
Article VII. Committees
Section 1. Standing Committees
The Standing Committees of The Academy shall be: The Credentials Committee, The Program Committee, The Local Arrangements Committee, The Nominating Committee, The Bylaws Committee, The Membership Committee, The Future Planning and Policy Committee, The Publicity and Communications Committee, The Ethics Committee, The Editor, The Exhibits Committee, The Historian Committee, The Award Committee, The Table Clinics Committee, and The Budget and Finance Committee. All committee members shall rotate through their term of office.
a. The Credentials Committee
a. Composition: The Credentials Committee shall be composed of five (5) members of The Academy.
b. Method of Appointment and Term of Office: The members of the Credentials Committee shall be elected by the Board of Directors for a single term of three (3) years. The Chairman shall be appointed by the President. The Secretary of the Credentials Committee shall be appointed by the chairman.
c. Vacancies: Vacancies in the Credentials Committee shall be filled by appointment by the President.
d. Duties: The Credentials Committee shall exercise the following duties:
a. Determine the qualifications of individual nominees for membership in The Academy subject to:
(1.) The provisions of the ByLaws.
(2.) The guidelines as provided by the Board of Directors.
b. Receive and pass on all nominations for membership.
c. The Secretary of the Credentials Committee shall attend all of its meetings and shall preserve on the books of The Academy true minutes of the proceedings of all such meetings.
d. The Secretary of the Credentials Committee shall notify rejected candidates for membership with reasons for rejection.
e. Regular Meetings: The Credentials Committee shall have at least one meeting per year, just prior to the annual meeting of The Academy.
f. Special Meetings: Special Meetings may be called by the Chairman, and shall specify the time and place of such a meeting and the general nature of the business to be conducted.
g. Quorum: Five-sevenths (5/7) of the members of the Credentials Committee shall be considered a quorum. A majority vote will prevail.
b. The Program Committee
1. The Program Committee shall consist of four (4) members and be chaired by the present program chairman. Other members are the future two (2) years program chairman and the past program chairmen. It shall be the duty of the Program Committee to arrange for and supervise all essays and clinics presented at the scientific sessions of The Academy. Each member shall serve for a period of three (3) years with a maximum of one renewal.
c. The Local Arrangements Committee
1. The Local Arrangements Committee shall consist of at least three (3) members, one of whom shall be designated by the President as Chairman. It shall have the duty to work with The Academy Treasurer to supply all facilities and services for the conduct of the Annual Scientific Session. The Local Arrangements Committee will submit all bills and contracts to the Treasurer. Each member shall serve for a period of one (1) year.
d. The Nominating Committee
1. The Nominating Committee shall be composed of five (5) members, and shall include the three (3) most recent past Presidents, the President-Elect, and the Vice-President. The Immediate Past-President shall be chairman. The Nominating Committee shall make all nominations to fill vacancies among the officers and Board of Directors, in writing, and deliver those written nominations to the secretary of The Academy no less than forty-five (45) days prior to the spring board meeting. The Secretary shall, thereupon, mail to the members a list of the persons nominated sixty (60) days prior to the annual business meeting. The Nominating Committee shall endeavor to select its candidates on a diversified clinical and/or geographical basis. Nothing contained therein, however, shall be construed to prevent the making of additional nominations from the floor during the Annual Business Meeting.
e. The Bylaws Committee
1. The Bylaws Committee shall consist of three (3) members, one of whom shall be designated by the President as chairman. Each member shall serve for a period of five (5) years.
f. The Membership Committee
1. The Membership Committee shall consist of three (3) members in addition to the president-Elect who is the chairman of this committee.
2. The Membership Committee shall maintain an accurate profile of the membership, survey and report to the Board of Director on the status and concerns of the membership, and propose solutions to conditions relating to membership.
3. The membership Committee shall work closely with the Credentials Committee to help the Credentials Committee properly address the membership needs of the Academy.
g. The Future Planning and Policy Committee
1. The Future Planning and Policy Committee shall consist of three (3) members, one of whom shall be the Immediate Past President who will serve a one-year term. The President shall appoint as Chairman a newly elected director who shall serve a three (3) year term. Other members shall serve for a period of four (4) years.
h. The Publicity and Communications Committee
1. The Publicity and Communications Committee shall consist of three (3) members. The President will designate a Chairman and the Newsletter Editor. The Academy Photographer shall be a member of this Committee. Each member shall serve for a period of two (2) years.
i. The Ethics Committee
1. The Ethics Committee shall consist of three (3) members. It shall be chaired by the currently elected Vice-President of The Academy and shall deal with all problems concerning ethical violations by the membership.
j. The Editor
1. The Editor shall attend meetings of the Board of Directors, when invited, without the right to vote. He/she shall collect and have charge of the papers read at the Annual Scientific Session of The Academy with the authority to select and present for publication those articles that he/she deems worthy of publication in the official Academy journal. His/her term of office shall be limited to three (3) years or until his/her successor is installed.
k. The Exhibits Committee
1. The Exhibits Committee shall consist of three (3) members with the chairman being designated by the President. This committee shall contact, select, confirm, and supervise those Exhibitors deemed to be most applicable to The Academy’s interests. Each member shall serve for a term of four (4) years.
l. The Historical Committee
1. The Historical Committee shall consist of two (2) members with the chairman being designated by the President. The chairman shall act for The Academy in an advisory capacity to the Smithsonian Institute for dental exhibits. Each member shall serve for five (5) years.
m. The Awards Committee
1. The Awards Committee shall consist of three (3) members, one of whom will be designated as chairman by the President. The committee will periodically select the individual whose achievements have made a significant impact and contribution to the art and science of Microscope enhanced dentistry. Each member will serve for three (3) years.
n. The Table Clinics Committee
1. The Table Clinics Committee shall consist of three (3) members, one of whom the President shall designate as Chairman. The Program Chair shall serve as an ex-officio member. The committee shall serve to recruit and select table clinicians and coordinate the table clinics session at the annual meeting of The Academy. The chair of this committee shall make a semiannual report to the Board of Directors. The recognized term of office of this committee shall be three (3) years.
o. The Budget & Finance Committee
1. The Budget & Finance Committee shall consist of three (3) members appointed by the President, one of whom the President shall designate as the Chairman. The President-Elect, Vice-President, and the Treasurer shall serve as ex-officio members. The Committee shall make semi-annual reports to the Board of Directors. Members shall serve for a period of three (3) years.
Section 2. Standing Presidential Appointments
a. The Parliamentarian
1. The Parliamentarian shall be appointed by the President
b. The Chaplain
1. The Chaplain shall be appointed by the President and shall lead The Academy in prayer prior to membership meetings and other designated functions.
c. The Editorial Council for the Journal of Microscope Enhanced Dentistry (JMED).
1. The Representative to the Editorial Council for the JMED shall be appointed by the President and shall represent The Academy. Each member of the editorial council will serve until the term expires.
Article VIII. Dissolution
This Corporation is a Not-For-Profit Corporation organized under the Laws of the State of Delaware. Should the Corporation be dissolved, its funds and property shall be distributed according to Article VI, section 6F of the ByLaws.
Article IX. Parliamentary Authority
Unless otherwise noted in these ByLaws, all business of The Academy shall be conducted in accordance with the provisions set in the latest edition of Roberts Standard Code of Parliamentary Procedure.
Article X. Amendment of ByLaws, Standing Rules, and Policies
Section 1. ByLaws
a. These ByLaws may be amended by a 2/3 vote of the Active and Life Members present and voting at the Annual Business Meeting, provided the proposed amendment has been circulated to the entire Academy Membership, in writing, at least thirty (30) days prior to the meeting by the Secretary of The Academy.
b. Amendment, ByLaws, & Emergency: In cases if extreme emergency, critical to the well-being of The Academy, a unanimous vote for suspension of the rules and a unanimous vote for a ByLaws change will be permitted at the annual business meeting.
Section 2. Standing Rules
a. Standing Rules, in concert with the ByLaws, provide for management practices in conducting the affairs of The Academy.
b. Amendment to the Standing Rules
1. Without prior notice, new standing rules may be introduced and existing standard rules may be amended or deleted by a majority vote of the Board of Directors subject to approval by a majority vote of the Active and Life Members in attendance at the Annual Business Meeting.
Section 3. Policies
a. Policies in concert with the ByLaws serve as an expression of the beliefs and philosophy of The Academy.
b. Amendment to Policies
1. New Policies may be introduced and existing policies may be amended or deleted by a majority vote of the Board of Directors. Each alteration in Academy policies undertaken by the Board of Directors is subject to approval, without prior notice, by a majority vote of the Active and Life Members in attendance at the Annual Business Meeting.
Article XI. Corporate Business
Section 1. Indemnification
a. This Academy shall indemnify, to the fullest extent authorized or permitted by the Corporation Laws of the State of Delaware, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact that said person is or was an officer, director, or employee acting in good faith on behalf of The Academy.
Section 2. Tax-Exempt States
a. This Academy is formed as a tax-exempt not-for-profit corporation within the meaning of Section 501 (c) (6) of the Internal Revenue Code.
1. The Academy is organized for educational purposes as specified in these ByLaws.
2. No part of the net earnings of The Academy will inure to the benefit of, or be distributed to its members, officers, directors, or other persons, except that The Academy shall be authorized and empowered to pay reasonable compensation for services rendered and reimbursement for expenses incurred.
3. This Academy will not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office.
