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.
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.
The members of The Academy shall be those persons qualified and elected and who remain in good standing according to Article III, Section 2.
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.
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.
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.
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.
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.
Suspension or expulsion will occur for the following reasons:
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.’
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.
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.
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.
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.
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.
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.
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.
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.
One-tenth (1/10) of the members eligible to vote shall constitute a quorum.
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.
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.
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.
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.
Members of the Board must be Active or Life Members of the Academy.
Elected Directors shall serve for a period of three (3) years.
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.
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.
*The Executive Board shall meet monthly.
*The Board of Directors shall meet bimonthly.
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.
The Standing Committees of The Academy shall be:
All Chairpersons shall be members of the board of directors.
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.
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 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 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.
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.
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.
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.
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.
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.
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.
