AAED Bylaws
ARTICLE I -- Name
The name of the association is the
ARTICLE II -- Purpose
The purposes for which this Academy is formed and will operate are:
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To foster greater awareness of esthetic principles and techniques in dentistry;
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To foster communications and research among dental disciplines; and
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To promote esthetics in dental school curricula.
The Academy is established and operates as a nonprofit organization under Section 501 (c) 6 of the Internal Revenue Code. No part of the net earnings of this Academy shall inure to the benefit of any individual except that the Executive Council shall be authorized to pay reasonable compensation for services rendered and distribute funds in the furtherance of the above-referenced purposes.
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
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. The number of Fellows shall not exceed one hundred (100).
The members of the Academy are classified as: Fellows, Associate Members, Life Fellows, Honorary Members or Inactive Members.
Fellows
Fellowship in the Academy is limited to individuals who meet the following criteria:
Associate members interested in Fellowship must submit, in writing, an official request to the Academy in accordance with such policies and procedures approved by the Executive Council. Additional information regarding the candidate’s clinical expertise and experience may be required prior to determining eligibility for Fellowship.
Associate Members
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 Fellows
Life Fellowship in the Academy is open to any Fellow who has been a Fellow member in good standing for a period of ten (10) years or more, and meets one of the following qualifications:
Requests for Life Fellowship must be submitted in writing to the Executive Council and are reviewed in accordance with such policies and procedures approved by the Executive Council.
Honorary Members
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.
Inactive Members
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:
Section 6. Resignation
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 with 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:
The President
- Represents the Executive Council and the Academy;
- Presides at all meetings of the Academy and of the Executive Council;
- Appoints all committee chairs and committee members with the approval of the Executive Council;
- Serves as a member of the Membership and Nominating Committee;
- Terminates committee appointments, subject to the approval of the Executive Council;
- Submits to the Executive Council copies of correspondence pertaining to the affairs of the Academy;
- Submits to the Executive Council an annual report of the Academy;
- Performs such other duties incident to the office and as may be prescribed by the Executive Council.
The President-Elect
- Automatically accedes to the presidency when the President’s term ends;
- Becomes acting President and assumes the duties of the office in the event of the President’s absence, disability, death or resignation;
- Performs such duties as may be delegated by the President or the Executive Council;
- Performs such other duties incident to the office and as may be prescribed by the Executive Council.
The Vice President
- Performs such duties as may be delegated by the President or the Executive Council;
- Automatically accedes to the President-Elect position when the President-Elect’s term ends;
- Becomes acting President-Elect and assumes the duties of the office in the event of the President-Elect’s absence, disability, death, or resignation;
- Becomes acting President and assumes the duties of the office in the event of the President’s and the President-Elect’s absence, disability, death, or resignation;
- Performs such other duties incident to the office and as may be prescribed by the Executive Council.
The Secretary
- Records or causes to be recorded the minutes of all meetings of the Academy and the Executive Council;
- Automatically accedes to the office of Vice President in accordance with Article VII, Section 2 of these Bylaws;
- Furnishes through the Headquarters office minutes of all meetings to the Executive Council for approval;
- Responsible for notification of officers and Council members of meetings of the Executive Council;
- Preserves correspondence, reports, records, Bylaws, and the Policy and Procedure Manual of the Academy in a permanent file;
- Performs such other duties incident to the office and as may be prescribed by the Executive Council.
The Treasurer
- Responsible for the funds of the Academy;
- Automatically accedes to the office of Vice President in accordance with Article VII, Section 2 of these Bylaws;
- Is bonded, the cost to be borne by the Academy;
- Keeps, or causes to be kept, an accurate record of all receipts and disbursements;
- Assists in the direction of all financial affairs and signs checks of the Academy, in accordance with Article XI, Fiscal Procedures, of these Bylaws;
- Presents financial reports to the Executive Council as requested;
- Presents an annual report to the members at the annual General Assembly meeting;
- Performs such other duties incident to the office and as may be prescribed by the Executive Council.
Section 3. Vacancies
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:
- Perform all duties entrusted to Directors of a Corporation;
- Develop and abide by the Bylaws and Policies of the Academy;
- Supervise and direct the business and financial affairs of the Academy;
- Set all fees payable to the Academy, excluding annual membership fees;
- Develop, monitor and evaluate programs which further the
- Identify relevant professional issues for presentation to and action by the membership;
- Retain management and staff services as needed to assist in the day-to-day business and financial operations of the Academy;
- Interpret and implement the provisions of these Bylaws.
Section 3. Number
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.
Ex-officio Directors
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.
Directors-at-Large
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
Annual Meeting
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
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
Regular meetings of the Executive Council, including the Winter meeting, are convened in accordance with established policies and procedures.
Guests
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.
