BYLAWS OF THE ACADEMY OF MICROSCOPE ENHANCED DENTISTRY
Article I. Name
The name of this organization shall be “The Academy of Microscope Enhanced Dentistry,” hereafter referred to as “The Academy.” It is a non-profit corporation registered in the state of Delaware, USA.The location of the central business office and any branch offices may be determined from time to time by a vote of the Board of Directors as needed. The official postal mailing address shall be that of the central business office. The official website shall be www.microscopedentistry.com.
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 five (5) primary classifications of members, namely: Active, Student, Life, Affiliate and Honorary.
The Membership Committee, upon receipt of application and payment of membership, shall review the application, and verify whether or not the candidate meets the qualifications for membership. The Membership Committee shall present to the Board of Directors the verified members.
- Active Member:
An Active 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 voting privileges.
- Has exhibited a major interest in the field of Microscope Enhanced Dentistry.
- Dental education, advanced or continuing, must include taking and/or giving continuing education courses relating to Microscope Enhanced Dentistry and participation in Microdentistry study clubs or in teaching.
- Additional guidelines may be established by the Board of Directors.
- Student Members:
Description and Qualifications:
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 but are eligible to serve on a Committee. Student members do not have voting privileges.
- Life Members:
- 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.
Any Active member who qualifies may request Life Membership. The request should be presented in writing to the Chairperson of the Membership Committee. The Membership Chair shall present the request for Life membership to the Board of Directors for their approval.
1. 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 but are able to serve on a Committee. Affiliate members do not have voting privileges.
Has exhibited a major interest in the field of Microscope Enhanced Dentistry as evidenced by the character of his/her practice.
- Honorary Members:
- 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.
- No person eligible for any membership type of The Academy shall be elected to Honorary membership.
- A candidate may be nominated by any Active Member. The nomination shall be accompanied by evidence of qualifications.
- All nominations for Honorary Membership shall be submitted to the Membership Chair of The Academy.
A list of nominees for Honorary Membership, with supportive documentation, shall be forwarded by the Membership Chair to each member of the Board of Directors. After a review and majority vote by the Board of Directors, the Secretary will notify the nominee of his/her election.
- The annual dues for all classification of membership shall be established by the Board of Directors and approved by majority vote by the membership at the annual business meeting.
- Annual Membership Dues shall be paid by January 1st. At the board of directors discretion, there may be incentives for paying dues through annual automatic renewal and for early payment.
- Suspension or Expulsion from Membership:
Any member may be suspended or expelled from membership in The Academy. A two-thirds majority vote of the Board of Directors is required and then submitted to the General Assembly with a requirement of a two-third majority vote. Suspension or expulsion will occur for the following reasons: 1. Failure to pay membership dues:
- Any member in default of payment of dues shall be suspended by that very fact or act from all privileges of membership and, if after notice by return receipt requested mail or electronic mail from The Academy Treasurer, and he/she fails to correct that default within a period of thirty (30) days, his/her membership shall be automatically terminated.
- Any member not responding to a delinquent dues statement will automatically have his/her membership terminated.
- 2. Conduct unbecoming to a member of The Academy:
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.
- Property of the Academy is not to be utilized for private profit.
- 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.
- 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, Immediate Past President, Vice-president, Secretary, and Treasurer. There is no system of automatic succession to any office. The president shall have served at least 2 years on the board of directors to be nominated to his/her position.
The Membership Committee shall seek to find the ablest and capable candidates to run for each office. The Membership Committee shall propose a slate of candidates to the Membership. Each office shall be voted upon by the membership at the annual business meeting. The annual business meeting shall follow the standard Robert’s Rules of Order.
The board of directors shall complete the conflict of interest statement and comply with all written policies in the ‘Director and Officer Annual Conflict of Interest Statement.’
Section 1. President
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 one year. At the completion of the year of the term, the Board of Directors may, at their discretion, hold a vote of confidence and extend the office for one additional year. If for any reason the president is unable to serve, is not willing to serve, or does not receive a vote of confidence from the Board, the Vice President will assume the duties of the President until the next annual meeting of the membership of the Academy when and where elections will be held. The President shall appoint a new member to replace the outgoing member of each standing committee and designate the Chairperson.
Section 2. Immediate Past President (IPP)
He/she shall attend meetings of the Board of Directors with the right to vote. The IPP shall be the chairperson of the Membership Committee.
Section 3. Vice-President (VP)
The Vice-President shall be elected from the Active and Life Membership. The VP shall attend all meetings of the members of the Board of Directors with the right to vote. The VP shall serve as Chairperson of the Budget and Finance Committee and he/she shall also be an ex-officio member of the Future Planning and Policy Committee. His/her term shall be a (1) year term, after which time he/she must stand for re-election.
Section 4. Secretary
The Secretary shall be elected from the Active and Life Memberships. 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 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 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.
Section 6. Treasurer
- The Treasurer shall be elected from the Active and Life membership of The Academy. 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 primary authority to sign checks for conducting Academy business. The President of the Academy shall have secondary signing authority. Expenditures exceeding $2000 require authorization by the Executive Board of Directors, except for the internal transfer of monies from checking to savings. The Treasurer’s term of office shall be limited to two (2) years, after which time he/she must stand for re-election. Reelection shall occur on a one (1) year alternating cycle with the Secretary.
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 the office and help execute the affairs of the Academy according to the timetable 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 serve under a contract reviewed annually by the board of directors.
Article V. Members Meetings
Section 1. Annual Meeting
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 the annual meeting or at least 10 months in advance. A notice shall be sent to each member at this time.
Section 2. Special Meetings
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
One-tenth (1/10) of the members eligible to vote shall constitute a quorum.
Section 4. Voting
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
At each Annual Business Meeting of the members, the chairperson of the Membership 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
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
- The Board of Directors shall be composed of a total of fourteen (14) persons including the Executive Board of Directors: President, Immediate Past President, Vice-president, Secretary, and Treasurer of The Academy.
Section 2. Qualifications
- Members of the Board must be Active or Life Members of the Academy.
Section 3. Term of Office
- Elected Directors shall serve for a period of three (3) years.
Section 4. Election
- 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.
Section 5. Vacancies in Elected Offices:
- President: If the office is vacated, the Vice President shall serve out the remaining term of the President.
- 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
- Management: the business, property, and affairs of This Academy shall be managed by the Board of Directors.
- 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.
- Power to require bonds: The Board of Directors may require any officer 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.
- Power to obtain liability insurance for all members of the Board of Directors. The cost of such insurance shall be paid by the Academy.
- 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.
- 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.
- 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.
- Voting powers:
- Voting: Majority vote prevails.
- 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:
- Annual meeting: There shall be at least one annual meeting of the Board of Directors each calendar year.
- Required Meetings: Required meetings may be called by the President, with approval by majority vote of the Board when needed. All board members will be given notice of time and place.
*The Executive Board shall meet monthly.
*The Board of Directors shall meet bimonthly.
- 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.
The Board members of the Academy are required to attend all meetings of the Board. During any single year, a Board member may be excused from attending meetings with notification given to the Secretary of the Academy no less than 7 days in advance of the meeting. If a Board member fails to give notice in advance of missing a meeting or misses more than the maximum 2 meetings in a single year the Board member will be placed on probation for their position on the Board. From that point forward the board member will not be able to miss any meetings of the Board.
In the event, a Board member fails the attendance requirements their position on the Board will be revoked and the President of the Board will select a replacement Board member. In extenuating circumstances, the President and the board of directors may extend the probation period.
Article VII. Committees
Section 1. Standing Committees
The Standing Committees of The Academy shall be:
- Future Planning/Policy
- Budget and Finance
- Research & Accreditation
All Chairpersons shall be members of the board of directors.
- The Chairperson shall be the immediate Past-President.
- Composition: The Membership Committee shall be composed of three (3) members of The Academy including the chairperson.
- Method of Appointment and Term of Office: The members of the Membership Committee shall be appointed by the Chairperson.
- Vacancies: Vacancies in the Membership Committee shall be filled by appointment by the President.
- Duties: The Membership Committee shall exercise the following duties:
- Supervision of the members to ensure their compliance with the ethics and standards of the academy.
- Receive and pass on all Honorary and Life nominations for membership.
- The Chairperson of the Membership Committee shall attend all of its meetings and shall be responsible for maintaining the operations manual of the Membership Committee.
- The Chairperson of the Membership Committee shall notify rejected candidates for membership with reasons for rejection.
- Regular Meetings: The Membership Committee shall have at least one meeting per year, just prior to the annual meeting of The Academy.
- Special Meetings: Special Meetings may be called by the Chairperson, and shall specify the time and place of such a meeting and the general nature of the business to be conducted.
- The Membership Committee has the responsibility or presenting the slate of candidates for elected office to the membership at the annual meeting where those candidates will be voted upon. The Committee will entertain nominations from the floor for all elected offices.
- The Program Committee
- The Program Committee shall consist of four (4) members and be chaired by the annual meeting program chairperson.
The members of the Committee shall be appointed by the Chairperson.
Other members are individuals in the Academy who have a desire to be a future program chairperson and the past program chairperson. Each member shall serve for a period of two (2) years with an option for renewal. The Chairperson may serve two consecutive terms as Chairperson.
The Chairperson of the Program Committee may appoint a sub-chair for of the Annual Scientific Meeting and any other meetings that the Academy may pursue.
The Chairperson of the Program Committee may at his/her discretion create from time to time ad hoc committees to execute specific duties required by the Program Committee.
The Program Committee will be responsible for creating the scientific presentations for the Academy at the annual scientific session. This includes but is not limited to creating a theme of the meeting, creating the daily schedule, securing speakers and negotiating the speaker honorarium, securing the vendors and sponsors for the meeting, and assigning duties and responsibilities to members of the Academy in support of the annual scientific session. They will also be responsible for the coordination of the venue of any meeting as well as rooms, transportation, food, and entertainment excursions. 3) The Program Committee Chairperson shall be responsible for maintaining the operations manual of the Program Committee.
Future Planning and Policy Committee
The Future Planning and Policy committee will have at least four (4) members. The Chairperson shall be appointed by the president and serve a term of no less than 2 years.
The members of the Committee shall be appointed by the Chairperson.
- The Future Planning and Policy Committee will have the responsibility of maintaining the Bylaws of the Academy and ensuring the operation of the Academy is in compliance with the Bylaws.
- The Future Planning and Policy Committee will have the responsibility of maintaining the Ethics of the Academy in accordance with the ethical standards set by the Academy. See Article III Section B.
- The Future Planning and Policy Committee will look to the future of the Academy and propose policies, procedures, programs, activities, and strategies that will foster the continued success of the Academy.
- The Future Planning and Policy Committee will make an annual presentation to the Board with suggestions for what strategic actions the Academy should take.
- The Chairperson of the Future Planning and Policy Committee shall be responsible for maintaining the Operations Manual of the Committee.
The Communications Committee will have at least three (3) members. The Chairperson shall be appointed by the president and serve a term of no less than 2 years.
The members of the Committee shall be appointed by the Chairperson.
- The Communications Committee will supervise any and all publications of the Academy. In this capacity, the Communications Committee will have the responsibility of recording the activities of the Academy and disseminating that information to the membership of the Academy.
- The Communications Committee will be in charge of all web-based communication and work in concert with the Research and Accreditation Committee to produce online or terrestrial based educational content.
- The Communications Committee will be in charge of the media and marketing to dentists, vendors, supporters, educational institutions and any other vested partners in marketing and advertising any and all of the meetings, educational programs, or events of the Academy.
- The Communications Committee will be in charge of any awards ceremonies and work in concert with any other Committee to create awards, recognition, accreditations, and certifications that may from time to time be bestowed by the Academy.
- The Chairperson of the Communications Committee shall be responsible for maintaining the operations manual of the Committee.
Budget and Finance
The Budget and Finance Committee shall consist of three (3) members. The Chairperson of the Committee shall be the Vice President of the Academy and serve a term no less than 2 years.
Budget and Finance will have as a member the Treasurer of the Academy. 3) The Budget and Finance Committee shall be responsible for the fiscal integrity of the Academy. The Budget and Finance Committee will set the parameters by which the Academy will operate in order to ensure financial viability and in order to conduct the stated purpose and mission of the Academy. 4) All projects of the Academy will be reviewed and monitored by the Budget and Finance Committee to keep within budget.
- The Chairperson of the Budget and Finance Committee shall be responsible for maintaining the operations manual of the Committee.
- The Research and Accreditation Committee
- The Research and Accreditation Committee shall consist of three (3) members. The Chairperson shall be appointed by the president and serve a term of no less than 2 years. The members of the Committee shall be appointed by the Chairperson.
- The Research and Accreditation Committee shall have the responsibility of establishing, monitoring, and reporting to the Board any and all of the private, corporate, and or institution based research projects that are either sponsored by or directed by the Academy.
- The Chairperson may create ad hoc committees that will report directly to the Chairperson on special projects.
- The Research and Accreditation Committee will supervise all academic programs of the Academy. The Committee will be in charge of any and all training programs for dentists, faculty, students, and auxiliary team members.
- The Research and Accreditation Committee shall be responsible for creating the curriculum of any and all of the training programs as well as any testing and grading of such tests as the Committee deems appropriate. 6) The Research and Accreditation Committee shall be responsible for creating and administering the tiered system of Accreditation granted by the Academy.
- The Chairperson of the Research and Accreditation Committee shall be responsible for maintaining the operations manual of the Committee.
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
- 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.
- Amendment, Bylaws, & Emergency: In cases, if an 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
- Standing Rules, in concert with the Bylaws, provide for management practices in conducting the affairs of The Academy.
- Amendment to the Standing Rules
- 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
- Policies in concert with the Bylaws serve as an expression of the beliefs and philosophy of The Academy. b. Amendment to Policies
- 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.
Section 4. Operations Manual
- a) Each Committee shall have a comprehensive Operations Manual. This manual shall have as its content the records of each year’s activities, minutes of the meetings held by that Committee, contact information of any and all individual persons, organizations, institutions, and or corporations with which the Committee had a relationship. The Operations Manual shall have an accurate and detailed description of how the Committee conducts the business of the Academy and the standard operating procedures used by the Committee to execute the responsibilities of the Committee.
Article XI. Corporate Business
Section 1. Indemnification
- 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
- 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.
- The Academy is organized for educational purposes as specified in these Bylaws.
- 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.
- 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.