ARTICLE I -- Name
ARTICLE III -- Membership
Section 1. Eligibility
Membership in the Academy is a distinctive honor. The qualifications, rights and obligations of membership are fixed in the Bylaws.
Section 2. Class of Members and Qualifications
The members of the Academy are classified as: Fellows, Associate Members, Life Fellows, Honorary Members or Inactive Members. The number of Fellows shall not exceed one hundred (100).
All membership classifications are determined by a three-fourths (3/4) affirmative vote by the Executive Council and three-fourths (3/4) affirmative vote of eligible members present and voting at a meeting of the General Assembly.
Fellowship in the Academy is limited to individuals who meet the following criteria:
Associate Membership in the Academy is open to individuals nominated and endorsed by at least three (3) eligible Academy members. Applications of prospective Associate Members will be reviewed in accordance with such policies and procedures approved by the Executive Council, taking into consideration the candidate's achievements in the areas of Academic Service, Publications/Editorial Service, Honors and/or Awards, Scientific Presentations, and other service to the dental profession. Other considerations for Associate Membership can include Board certification and/or eligibility and dental specialty.
Life Fellow Members
Life Fellowship in the Academy is open to any Fellow who has been a Fellow member in good standing for a period of fifteen (15) years or more, has reached the age of seventy (70), and meets one of the following qualifications:
Life Fellow Emeritus Members
Life Fellow members who reach the age of eighty (80) may request elevation to Life Fellow Emeritus status. Life Fellow Emeritus members will not be required to pay 50% of the annual dues, and will continue to receive complimentary annual meeting registration. Requests for Life Fellow Emeritus status must be submitted in writing to the Executive Council and are reviewed in accordance with such policies and procedures approved by the Executive Council.
Any individual who has contributed significantly to the field of esthetic dentistry and to achievement of the goals of this Academy may be elected to Honorary Membership status. Requests must be submitted in writing. Eligibility for Honorary membership will be determined in accordance with policies and procedures approved by the Executive Council. A unanimous vote of the Executive Council shall be required in order to bestow this status.
Any member in good standing, who due to extenuating circumstances, is unable to meet the membership criteria as defined in these Bylaws may be offered Inactive Member status. Eligibility will be determined in accordance with policies and procedures established by the Executive Council.
Section 3. Voting
Fellows and Life Fellows shall be entitled to vote in all matters coming before the membership. No other class of membership is entitled to vote. Fellows and Life Fellows represent the voting body of the Academy, also known as the General Assembly.
Section 4. Attendance Requirements
If a Fellow or Associate Member fails to attend two (2) out of three (3) consecutive Annual Meetings without Council-approved excuses, his/her membership will be reviewed by the Executive Council and may be subject to termination.
Section 5. Termination
Membership in the Academy shall be terminated by death, voluntary withdrawal, or expulsion, and thereafter all rights of the member shall cease. Any member voluntarily withdrawing from membership shall submit a written notice to the Academy.
The Executive Council, by affirmative vote of two-thirds (2/3) of all Board members present and voting at any duly constituted meeting of the Council, may suspend or expel a member for cause after an appropriate hearing in accordance with policies and procedures established by the Executive Council. The Executive Council may expel a Member from the Academy for any of the following reasons:
Any member may resign by filing a written resignation with the Secretary.
Section 7. Transfer
Membership is not transferable or assignable.
Section 8. Reinstatement
A member whose membership has lapsed may be reinstated in accordance with policies and procedures established by the Executive Council.
Section 9. Use of AAED Logo
All uses of the AAED logo shall conform to the guidelines adopted by the Executive Council.
ARTICLE IV -- Dues and Assessments
An initiation fee, as determined by the Executive Council, is due and payable by Associate Members upon election to the Academy. The initiation fee shall be waived for Honorary Members.
The annual dues are determined by a majority vote of the Executive Council. A change in the amount of dues requires approval by a majority of the General Assembly. Life Fellows and Honorary Members are exempt from payment of dues.
Special assessments may be levied upon the membership by the Executive Council when necessary, provided such assessment shall not exceed an amount equal to the annual dues for the fiscal year in which the assessment is levied. Life Fellows are exempt from payment of special assessments.
Any Fellow or Associate Member who fails to pay the annual dues or special assessments shall be advised in writing by the Academy of this deficiency. Failure to pay dues and/or assessments constitutes grounds for termination of membership from the Academy. This action may be taken by affirmative vote of two-thirds (2/3) of all Board members present and voting at any duly constituted meeting of the Executive Council.
ARTICLE V -- Officers
Section 1. Officers / Terms
The officers of the Academy are the President, President-Elect, Vice President, Secretary and Treasurer and serve as Ex-officio Directors of the Academy.
President and President-Elect
Each officer, except Secretary and Treasurer, serves for one year or until a successor is appointed. No person can serve consecutive terms as President, President-Elect or Vice President.
Secretary and Treasurer
The Secretary and Treasurer hold office for a single term of two (2) years or until their successors are appointed.
Section 2. Duties
All officers of the Academy shall have such authority and perform such duties in the management of the Academy as may be provided in these Bylaws, the Articles of Incorporation, or as may be determined by resolution of the Executive Council not inconsistent with the Articles of Incorporation or the Bylaws. More specifically, the duties of the officers include, without limitation, the following:
All officers serve one-(1) year terms, except the Secretary and the Treasurer who will serve one (1) two-(2) year term in accordance with Article VII, Section 2 of these Bylaws. In the event of a vacancy in the office of Vice President, Secretary, Treasurer, or a vacancy in the Director-at Large position, the President with the approval of the Executive Council shall appoint a successor to fill the unexpired term. In the event of a vacancy in the office of the President-Elect office, the Vice President shall automatically accede to the office of the President-Elect and the President, with the approval of the Executive Council, shall appoint a successor to fill the Vice President's unexpired term.
ARTICLE VI -- Executive Council
Section 1. Powers
Between sessions of the General Assembly, the affairs of the Academy are managed by an Executive Council consisting of the officers, the Immediate Past President and Second Past President, three (3) Directors-at-Large, and the Executive Director. Executive Council members, other than the Executive Director, must be voting members of the Academy. There is no requirement as to the place of residence of any of the Executive Council members.
Section 2. Duties
The property, business and affairs of the Academy are managed by the Executive Council. The Executive Council may adopt such rules and regulations, policies and procedures, and guidelines for the conducting of its business as it deems advisable and may, in the execution of its duties, appoint such agents, as it considers appropriate. The duties of the Executive Council shall include, but are not limited to, the following:
The Executive Council is comprised of eleven (11) Directors. The Directors are of two kinds: ex-officio and at-large. Directors serve their respective terms of office and shall continue in office until their successors have been duly elected.
The President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President and Second Past President, by virtue of their offices, serve as Directors while they continue in their offices. The Executive Director is also an ex-officio Director of the Executive Council. However, the Executive Director serves without a vote.
There shall be three (3) voting Directors-at-Large serving on the Executive Council. Each Director-at-Large shall be elected to serve a term of three (3) years. One (1) of the three (3) Directors-at-Large is elected each year. No Director-at-Large shall serve more than one (1) consecutive full term.
Section 4. Meetings
The annual meeting of the Executive Council may be held without any notice, other than this Bylaw, immediately before the annual membership meeting.
Special meetings of the Executive Council may be called by the President, or shall be called at the request of any three directors. Special meetings shall be held at such place and time as the President or directors, as the case may be, shall determine. Notice of any special meeting of the Executive Council shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail, facsimile or electronically to each director at the address as shown by the records of the Academy. Such meetings are conducted in accordance with policies and procedures approved by the Executive Council.
Regular meetings of the Executive Council, including the winter meeting, are convened in accordance with established policies and procedures.
The President may invite guests in accordance with policies and procedures approved by the Executive Council to attend meetings of the directors but without vote.
Meetings by Conference Telephone, Internet, or Other Telecommunications Medium
Executive Council members may participate in and act at any meeting through the use of a conference phone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at a meeting of the member or members participating.
Section 5. Quorum
A majority of the voting members of the Executive Council in office constitutes a quorum for the transaction of business at any meeting of the Executive Council.
Section 6. Voting
Each member of the Executive Council (with the exception of the Executive Director) has one vote as director. No proxy voting is valid. Unless a larger proportion of affirmative votes is required by these bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the Executive Council present and voting at any duly constituted meeting of the Executive Council is sufficient to authorize any act by the Executive Council.
Section 7. Waiver of Notice
Any director may waive notice of any meeting. The attendance of a director at any meeting constitutes a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
Section 8. Removal
One or more of the Executive Council Members may be removed, with or without cause, at a meeting of the Membership by the affirmative vote of a majority of the Members present in person and voting. Written notice of such meeting shall be delivered to all members entitled to vote on the removal of the Executive Council member. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Executive Council members named in the notice, and only the named Executive Council member or members may be removed at such meeting. Any vacancies resulting from a removal of an Executive Council member, or for any other reason, shall be filled in accordance with Article V, Section 3 of these Bylaws.
ARTICLE VII -- Nominations and Elections
Section 1. Elections
Annual elections shall be conducted to elect one (1) Director-at-Large to serve on the Executive Council in accordance with Section 2 of this Article VII. The composition of the Executive Council is as described in Article VI.
Section 2. Automatic Ascension through Executive Council
Unless a Director is removed or withdraws from the Executive Council, each Director-at-Large shall serve the Executive Council in various positions over the ten (10) year period beginning with his/her election as follows:
Section 3. Eligibility
Only voting members and the Executive Director are eligible to serve on the Executive Council.
Life Fellows who opt not to pay dues as outlined in Article IV are ineligible to serve on the Executive Council.
Section 4. Nominations
Chair of the Nominating Committee: The Second Past President serves as chair of the Committee. If there is no Second Past President, the incoming President, with the approval of the Executive Council, appoints the Committee Chair.
Nominating Committee Composition: In addition to the Chair, the other members of the Nominating Committee will include the Immediate Past President, President and two Active or Life members, appointed by the President.
Nominating Procedures: In accordance with policies and procedures established by the Executive Council, the Committee considers the qualifications of all candidates, whether proposed by the membership, by the members of the Committee, or by self-proclamation. The Committee recommends a candidate or candidates for approval by the Executive Council. Once approved, a slate including the name of the final candidate or candidates is presented to the General Assembly for official vote.
Section 5. Nominating Procedures
The Nominating Committee recommends procedures for elections consistent with these Bylaws, subject to approval of the Executive Council. The Nominating Committee provides a candidate or candidates for the open Director-at-Large position to the voting General Assembly of the Academy at least thirty (30) days prior to the Annual Meeting. Election of the Director-at-Large is by vote of the General Assembly present in person at a meeting of the members, with each member having one vote. A majority vote of the General Assembly present is required to conclude an election.
ARTICLE VIII -- Amendment of Bylaws
Section 1. Amendments
In this article, the term “Amendment” means and includes any and all of the following: The adoption of a new Bylaw, the change in part or whole of an existing Bylaw; or the repeal of a Bylaw. Any Amendments brought before the membership must be reviewed by the Bylaws Committee and submitted to the Executive Council. Amendments to the Bylaws may be recommended by a three-fourths (3/4) vote of the Executive Council. The Executive Council will issue proposed Bylaws Amendments to the membership with a recommendation for each proposed Amendment that such Amendment (a) be adopted, (b) not be adopted, or (c) with no recommendation.
Section 2. At Annual Meeting
The Bylaws may be amended at any Annual Meeting of the General Assembly but no Amendment shall be voted upon and adopted unless:
Such Amendment has been sent, in proposed form, to each voting member at least thirty (30) days prior to the Annual Meeting; and unless
Such proposed Amendment receives the affirmative membership vote of three-fourths (3/4) of the votes cast at an annual membership meeting at which a quorum is present.
Section 3. Between Annual Business Meetings
In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be submitted to the membership at a special meeting called for such purpose if written notice of the proposed changes has been made available to members at least thirty (30) days prior to the special meeting.
The Bylaws may also be amended without a meeting by mail, assuming that members are duly notified of the proposed Amendment; are provided at least thirty (30) days to respond; and that such Amendment receives a three-fourths (3/4) vote of the votes returned.
Section 4. By Written Petition
Amendment to the Bylaws may be proposed by written petition signed by at least twenty percent (20%) of the General Assembly and delivered to the Executive Council not less than forty-five (45) days prior to the date of any Annual Business Meeting so that notice thereof may be sent to each member at least thirty (30) days prior to the Annual Meeting.
ARTICLE IX -- Headquarters
Section 1. Offices
The location of the principal national office of the Academy is designated by the Executive Council. The Academy shall have and continuously maintain a registered office and a registered agent as designated by the Executive Council and as required by law.
Section 2. Books and Records
The Academy shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Council, and committees having and exercising any of the authority of the Executive Council, and shall keep at the principal office a record giving the names and addresses of all categories of members. Upon written request to the Executive Council, books and records of the Academy may be inspected by a member or the member's agent or attorney for any proper purpose at any reasonable time.
Section 3. Executive Director
The Executive Council may engage the services of an Executive Director. In the event that such services are contracted, the Executive Director shall perform the duties assigned by the Executive Council. The Executive Director shall serve as a member of the Executive Council, ex-officio, without a vote.
ARTICLE X -- Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Academy in all cases to which they are applicable and in which they are not inconsistent with statute, these Bylaws or a specific provision of the Articles of Incorporation and any special rules of order the Academy may adopt.
ARTICLE XI -- Fiscal Procedures
Section 1. Annual Budget
The Academy shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Academy. Funds to meet this budget are to be provided by the members' dues or through other means commensurate with the purposes of the Academy and all applicable state and federal laws regarding Not-For-Profit Corporations. The budget shall be developed and monitored by the Budget and Finance Committee.
Section 2. Contracts
The Executive Council may authorize any officer, agent or agents of the Academy, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy. Such authority may be general or may be confined to specific instances in accordance with established policies and procedures.
Section 3. Checks, Drafts or Orders
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Academy shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer or person of the Academy as designated by the Executive Council, in accordance with policies and procedures established by the Executive Council.
Section 4. Deposits
All funds of the Academy shall be deposited from time to time to the credit of the Academy in such banks, trust companies or other depositories as the Executive Council may select.
Section 5. Gifts
The Executive Council may accept on behalf of the Academy any contributions, gift, bequest or device for any purpose of the Academy.
Section 6. Fiscal Year
The fiscal year of the Academy shall be January 1 to December 31, inclusive.
Section 7. Annual Audit
The Executive Council shall authorize and oversee an annual audit of the Academy's financial records, utilizing an independent CPA or accounting firm.
ARTICLE XII -- General Assembly
Section 1. Composition
Each Fellow, Life Fellow, and Life Fellow Emeritus of the Academy shall be a member of the General Assembly.
Section 2. Authority
The Academy shall be governed by the General Assembly. The General Assembly has the authority to, without limitation:
The officers who preside over meetings of the General Assembly are the Academy President and Secretary.
Section 4. Annual Meeting
The General Assembly will hold an Annual Meeting to conduct business. At the Annual Meeting of the General Assembly, the members shall consider reports from the Directors, Officers, and committees, and transact such other business as may come before the General Assembly. To the extent that it does not conflict with Robert's Rules of Order, the priority of the business is determined by the President without debate. If, in case of emergency, the Annual Meeting is not held at the prescribed time, business which should have been conducted at the meeting shall be conducted promptly by mail or at a special meeting of the members.
Section 5. Scientific Session
A scientific session will be conducted in conjunction with the annual meeting of the General Assembly.
Section 6. Special Meetings
Special sessions of the General Assembly may be held at the call of the Executive Council, or upon written petition of one-third (1/3) of the eligible voting members of the General Assembly. Special meetings shall be held at such time and place as the Executive Council shall determine. Any business of the Academy may be considered and transacted at any special meeting, provided written notice has been given to the members as provided in Section 12.07.
Section 7. Notice of Membership Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be sent by regular mail to each member of each class not less than thirty (30) days before the date of such membership meeting. Notice of meeting published in the newsletter or in separate communication of the Academy distributed within such time limits shall be valid notice to all members. In the case of a special membership meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. Notice of a meeting, whether published in the newsletter or in separate communication, shall be deemed to be delivered when deposited in the U.S. mail with postage thereon prepaid, and addressed to a member at the address as it appears on the records of the Academy.
Section 8. Quorum
At least one-third (1/3) of the eligible General Assembly of the Academy must be present at the annual Membership Meeting in order to transact business.
Section 9. Voting
Membership Meetings: Voting is conducted in accordance with standing rules adopted by the members in attendance.
Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority present and voting at any duly constituted meeting of the General Assembly shall be sufficient to authorize any act by the General Assembly.
ARTICLE XIII -- Committees
Section 1. Standing Committees
The Academy has the following Standing Committees: Membership, Bylaws, Nominating, and Budget and Finance.
The members of the Nominating Committee are appointed pursuant to the Article on Nominations and Elections in these Bylaws.
The other standing committees and their chairs are appointed by the President with the approval of the Executive Council. All chairs must be voting members of the Academy. Committee members may be selected from any class of membership. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the interests of the Academy shall be served by the removal.
Duties of committees are specified and approved by the Executive Council in accordance with established policy.
Section 2. Special Committees
Other committees with limited authority may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee should be members of the Academy, and the President of the Academy shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the interests of the Academy shall be served by the removal.
ARTICLE XIV -- Indemnification and Insurance
Section 1. Indemnification
Agreement to Indemnify: Subject to conditions set forth herein, the Academy shall indemnify a member if the member is made a party, or is threatened to be made a party, to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Academy) by reason of the fact that such person is or was a director or officer of or acted as a volunteer for, the Academy, against judgments, fine, and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit, or proceeding, if such member acted in good faith, was not grossly negligent, and did not engage in willful misconduct.
Defense by the Academy: The indemnification provided hereunder is conditioned on the assumption of the defense of the indemnified action, suit, or proceeding by the Academy. The member shall permit the Academy to select legal counsel and incur directly the cost of defense of any indemnified action, suit, or proceeding. The appearance on behalf of the member in any indemnified action, suit, or proceeding or a legal counsel not approved by the Academy shall immediately terminate this indemnification.
Approval of Settlement: The obligation of the Academy to pay any amounts in settlement of any indemnified action, suit, or proceeding, is conditioned on the Academy's approval of such settlement payment. If settlement is offered by the other party to an indemnified action, suit, or proceeding and accepted by the member but rejected by the Academy, the obligation of the Academy to provide a defense and to pay any judgments or fines shall continue hereunder. If settlement is offered by the other party to the indemnified action, suit, or proceeding, and approved by the Academy but rejected by the member, the Academy's indemnification obligations hereunder shall immediately terminate. The obligation of the Academy to pay defense costs and provide indemnification may be terminated, at the option of the Academy, if the member fails to provide reasonably requested cooperation in his or her defense.
Section 2. Insurance
The Academy may purchase insurance to protect the officers, directors, committee members and members, the staff and the American Academy of Esthetic Dentistry against liability.
ARTICLE XV -- Dissolution and Liquidation
Upon dissolution of the Academy, the Executive Council shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, in such manner, or to such organization or organizations established and operated exclusively for charitable, education, literary or scientific purposes, and shall at the same time qualify as an exempt organization under Section 501 (c) 3 or Section 501 (c) 6 of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Revenue Law), as the Executive Council shall determine.
ARTICLE XVI -- Seal
The Executive Council shall determine that the Academy shall have a seal to be in such form as the Executive Council shall approve or may determine that the Academy shall have no seal.
ARTICLE XVII -- Waiver of Notice
Whenever any notice is required to be given under the provisions of Illinois law or under the provision of the Articles of Incorporation of the Academy or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver or notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
Approved by AAED General Assembly 8/5/1994
Approved by AAED General Assembly 8/9/1996
Approved by AAED General Assembly 8/8/1997
Approved by AAED General Assembly 8/7/1998
Approved by AAED General Assembly 8/6/1999
Approved by AAED General Assembly, 10/01/2000
Approved by AAED General Assembly, 8/9/2002
Approved by AAED General Assembly, 8/8/2008
Approved by AAED General Assembly, 8/4/2016
AAED Bylaws Approved by the General Assembly, August 4, 2016