(With changes approved by the 2009 ADEA House of Delegates)
Chapter I: Core Values
Chapter II: Membership
Chapter III: Elected Association Officers
Chapter IV: House of Delegates
Chapter V: Board of Directors
Chapter VI: Finance Committee of the Board of Directors
Chapter VII: Other Standing and Special Committees of the Board of Directors
Chapter VIII: Councils
Chapter IX: Corporate Council
Chapter X: Sections
Chapter XI: Special Interest Groups
Chapter XII: Rules for Councils, the Corporate Council, Sections, and Special Interest Groups
Chapter XIII: Executive Director
Chapter XIV: Editor and Official Publication
Chapter XV: Representatives to Other Organizations
Chapter XVI: Conflicts of Interest
Chapter XVII: Indemnification and Limitation of Liability
Chapter XVIII: Amendments
Chapter I: Core Values
Section A. The Association’s core values are:
1. Promoting and Improving Excellence in All Aspects of Dental Education. The Association values the development of faculty, staff, and administrators as the key to improving dental education.
2. Building Partnerships in Support of and Advocating for the Needs of Dental Education. The Association values partnerships with those who share an interest in improving dental education by ensuring a sufficient flow of resources and favorable policy options.
3. Serving the Individual Needs of Members and Institutions. The Association values providing a broad range of services for the benefit of both individuals and institutions.
4. Encouraging Communication and Sharing of Information Among the Association’s Members. The Association values intelligent, candid, and efficient communication among Association members, individual and institutional.
5. Expanding the Diversity of Dental Education. The Association values diversity and believes that those who populate dental education—students, faculty, staff, administrators, and patients—should reflect the diversity of our society.
6. Recognizing the Needs of Those the Association Serves. The Association values responsiveness to the needs of students, alumni, patients, and all other constituents.
7. Promoting Oral Health. The Association values oral health care as being integral to the general health and well-being of individuals and society.
Chapter II: Membership
Section A. Categories. The Association has eight membership categories.
1. Institutional membership
a. Active
b. Provisional
c. Affiliate
d. Corporate
2. Individual membership
a. Individual
b. Student
c. Retired
d. Honorary
Section B. Qualifications for Institutional Membership
1. Active. A dental school granting a D.D.S. or D.M.D. degree as a part of an accredited college or university in the United States, Puerto Rico, or Canada, and having begun instruction of its first class of dental students, is eligible to apply for active membership. (Canadian dental schools have the option of selecting active or affiliate membership.)
2. Provisional. A developing dental school planning to grant a D.D.S. or D.M.D. degree as part of an accredited college or university in the United States, Puerto Rico, or Canada is eligible to apply for provisional membership. (Developing Canadian dental schools have the option of selecting provisional or affiliate membership.)
3. Affiliate. The following types of institutions in the United States, Puerto Rico, or Canada are eligible to apply for affiliate membership, provided that they are not eligible for active or provisional membership and that their dental and/or allied dental education programs are accredited by the Commission on Dental Accreditation:
a. Canadian dental schools (may elect active or affiliate membership or provisional membership if a developing institution).
b. Academic institutions—other than hospitals—conducting postdoctoral dental education programs.
c. Hospitals that conduct postdoctoral dental education programs and that are not under the same governance as an active or provisional member institution. Hospital programs under the same governance as active or provisional member institutions are included in the parent school’s active or provisional membership.
d. The United States Air Force, Army, Navy, Public Health Service, and Department of Veterans Affairs and comparable agencies of the Canadian government.
e. Institutions conducting dental hygiene, dental assisting, and dental laboratory technology education programs. Such programs that are under the administrative control of an active or provisional member institution and that are conducted at the main teaching site of that active or provisional member institution are included in the membership of the active or provisional member institution and are automatically members of the Council of Allied Dental Program Directors. Dental hygiene, assisting, and laboratory technology education programs conducted at the main teaching site of an active or provisional member institution but that are not under the administrative control of that active or provisional member institution and dental hygiene, assisting, and laboratory technology education programs that are under the administrative control of an active or provisional member institution and are conducted away from the main teaching site of that active or provisional member institution must be affiliate institutional members in order to belong to the Council of Allied Dental Program Directors.
f. Institutions conducting other dental or allied dental education programs recognized by the Association.
4. Corporate. A company dealing with products and/or services beneficial to dental education and/or dentistry is eligible to apply for corporate membership.
Section C. Election to Institutional Membership. Applications for active and provisional membership should be presented in writing at least sixty days before an annual session. Institutions are elected to membership by a majority affirmative vote of the House of Delegates. Memberships are effective the July 1 following House approval.
Applications for affiliate institutional membership can be submitted at any time for approval by the executive director. Memberships become effective on January 1, April 1, July 1, or October 1, whichever date first follows approval.
Applications for corporate membership can be submitted at any time for approval by the Board of Directors at its next meeting. Memberships become effective on January 1, April 1, July 1, or October 1, whichever date first follows approval. Corporate memberships are reviewed annually.
Section D. Institutional Membership Dues
1. Active and Provisional Members. Effective July 1, 2004, annual dues for active- and provisional-member institutions are $25,522.
Active and provisional institutional membership dues include one individual membership from each member institution.
2. Affiliate Members. Effective July 1, 2004, annual dues for institutions that conduct allied dental education programs are $945. Effective July 1, 2004, annual dues for Canadian dental schools are $1,815.
Effective July 1, 2000, annual dues for the federal dental services are $3,922.
Effective July 1, 2003, annual dues for hospital-based postdoctoral dental education programs are $984. A portion totaling $76 of each such institutional membership shall be allocated as recommended by the Council of Hospitals and Advanced Education Programs and as approved by the Board of Directors.
Effective July 1, 2003, annual dues for institutions that conduct non-hospital-based postdoctoral dental education programs are $3,998. A portion totaling $76 of each such institutional membership shall be allocated as recommended by the Council of Hospitals and Advanced Education Programs and as approved by the Board of Directors.
Dues are payable by February 1, May 1, August 1, or November 1, whichever date first follows approval. Dues include one individual membership, with the institution to determine the individual member.
3. Corporate Members. Effective January 1, 2006, annual dues are $3,400. Dues include up to ten individual members, with the corporation to determine the individual members. $500 of each member’s dues is designated to support the ADEA annual session.
Section E. Forfeiture of Institutional Membership
1. Ceasing to meet the membership qualifications specified in Chapter II, Section B, of these Bylaws results in immediate forfeiture of membership.
2. Active or provisional member institutions in arrears in payment of their dues at an annual session forfeit their memberships. Affiliate or corporate member institutions in arrears in payment of their dues more than six months beyond the dues payment date forfeit their memberships.
Section F. Reinstatement of Institutional Membership After Payment of Dues in Arrears. Institutional memberships forfeited for nonpayment of dues may be reinstated upon payment and approval of the executive director.
Section G. Qualifications for Individual Memberships
1. Individual. Any faculty member or other person employed by a dental, advanced education, hospital, and/or allied dental education ADEA member institution is eligible for individual membership.
2. Student. Any student enrolled in a dental school, a postdoctoral dental education program, and/or an allied dental education ADEA member institution is eligible for individual membership.
3. Retired. Any individual who has completely retired from dental education and dental practice and who has been an ADEA individual member is entitled to individual membership.
4. Honorary. Any individual who has rendered a distinct service to humankind, made outstanding contributions to dentistry, and/or rendered exceptional service to the Association may be nominated by the Board of Directors for honorary membership.
5. Affinity. Any individual with a demonstrable interest in dental, allied, or advanced dental education who is not currently a faculty member, employee, or student in an ADEA member institution.
Section H. Approval of Individual Memberships
1. Individual. An individual membership may be activated at any time during the year. Memberships become effective as soon as the activation is processed and remain in effect for the following twelve months.
2. Student. A student membership may be activated at any time during the year. It becomes effective as soon as the activation is processed and remains in effect for as long as the member is enrolled at an ADEA Institutional Member.
3. Retired. A retired membership may be activated at any time during the year. Memberships become effective as soon as the activation is processed and remain in effect for the following twelve months.
4. Honorary. Individuals are elected to honorary memberships by a majority affirmative vote of the House of Delegates. Honorary members are entitled to all the privileges of individual membership except the right to vote. An honorary membership is effective for the member’s lifetime.
5. Affinity. Applications for Affinity Individual Membership may be submitted at any time during the year. Memberships become effective as soon as the application is processed and remain in effect for the following twelve months.
Section I. Individual Membership Dues
1. Individual Membership. Effective January 1, 2006, annual dues are $0, and include membership in any Section(s) or Special Interest Group(s).
2. Student Membership. Effective January 1, 2006, annual dues are $0, and include membership in any Section(s) or Special Interest Group(s).
3. Retired Membership. Effective January 1, 2006, annual dues are $0, and include membership in any Section(s) or Special Interest Group(s).
4. Honorary Membership. Honorary members pay no dues.
5. Affinity Membership. Effective January 1, 2006, annual dues are $125 for individuals with a demonstrable interest in dental, allied, or advanced dental education who are not currently a faculty member, employee, or student in a member institution. This fee includes membership in any Section(s) or Special Interest Group(s).
6. Affinity Student Membership. Effective January 1, 2007, annual dues are $40 for a student who is not enrolled in an ADEA Institutional Member and who has a demonstrable interest in predoctoral, allied, or advanced dental education.
Section J. Forfeiture of Student Membership
1. Student. Ceasing to meet the membership qualifications specified in Chapter II, Section G.2., of these Bylaws results in immediate forfeiture of student membership. However, the individual may then apply for regular individual membership.
Section K. Membership Voting Rights
1. Voting. The House of Delegates shall represent the membership and shall have the right to vote on their behalf. Except as otherwise may be expressly required by statute or by the Association’s Articles of Incorporation, no class or category of member of the Association shall have any right to vote.
Chapter III: Elected Association Officers
Section A. Names. The Association’s elected officers are:
1. President
2. President-Elect
3. Immediate Past President
4. Vice President for Allied Dental Program Directors
5. Vice President for Deans
6. Vice President for Faculties
7. Vice President for Hospitals and Advanced Education Programs
8. Vice President for Sections
9. Vice President for Students, Residents, and Fellows
10. Vice President for the Corporate Council
Section B. Qualifications. To be eligible for an elected office, a person must be an individual member of the Association. In addition, a person must be a member of a council to be eligible for the vice presidency of that council, with the exception that past Administrative Board members of the Council of Sections who may no longer be members of the council are eligible for nomination as vice president for sections.
Individuals may not serve simultaneously as a principal officer of ADEA (president, president-elect, or immediate past president) and as a member of the American Dental Association’s Council on Dental Education and Licensure and the Commission on Dental Accreditation.
Section C. Duties of Officers
1. President
a. To provide leadership in achieving the Association’s mission, objectives, and ongoing business;
b. To serve as presiding officer of the House of Delegates and Board of Directors; and
c. To serve as the Association’s official representative to other organizations.
2. President-Elect
a. To serve in place of the president at the request or in the absence of the president; and
b. To perform any duties requested by the president.
3. Immediate Past President
a. To serve in place of the president at the request of the president or president-elect or in the absence of both;
b. To perform any duties requested by the president;
c. To chair the Finance Committee of the Board of Directors; and
d. To chair the nominating committee for president-elect.
4. Vice Presidents. The duties of vice presidents are delineated in Chapter VIII (Councils) of these Bylaws.
Section D. Succession. The offices of president-elect, president, and immediate past president are successive.
Section E. Nominations. By April 1 each year, the Board of Directors invites the general membership to suggest nominees for the office of president-elect. Members should consider women and underrepresented minorities for nomination. Members may nominate as many individuals as they wish, including themselves. The deadline for submitting nominations is November 1. Council administrative boards may also nominate individuals.
Between November 1 and December 31, the immediate past president and the seven vice presidents meet as a nominating committee to consider all nominations and shall recommend one or more candidates to stand for election. If a vice president or councilor is a nominee, the chair from that vice president’s or councilor’s council serves on the nominating committee to ensure representation from the council. Any delegate may present additional nominations to the ADEA executive director for president-elect no later than thirty days prior to the Opening of the House of Delegates. Any delegate presenting a nomination must obtain the candidate’s consent to run and a copy of the candidate’s curriculum vita, which will be made available for delegates’ review prior to the annual session.
The methods of nominating council vice presidents are delineated in Chapter VIII (Councils) of these Bylaws.
Section F. Election. If there is only one candidate for president-elect, he or she is declared elected at the Opening Session of the House. If there are two or more candidates, delegates cast secret ballots at the annual session during times designated by the Board of Directors. Ballot counting is monitored by two individuals selected by the Board of Directors. A plurality of the votes cast is required for election. The methods of electing council vice presidents are delineated in Chapter VIII (Councils) of these Bylaws.
Section G. Installation. Elected Association officers are installed at annual sessions at the Closing Session of the House of Delegates.
Section H. Terms of Office. The president-elect, president, and immediate past president serve one-year terms. Individuals who have served a full term as president, president-elect, and/or immediate past president may not succeed themselves in any of those offices. Each vice president serves for a single three-year term and may not succeed him- or herself. Not withstanding the foregoing, the vice president for students, residents, and fellows shall serve for a term of office as set forth in Chapter VIII, Section C(8) of these Bylaws.
Section I. Replacement. If a president or president-elect dies, resigns, or is removed for any reason, the Association’s nominating committee nominates one or more candidates to fill the vacancy relating to such officer position. An election is then held by mail ballot of all delegates to the last House of Delegates. Ballots are accompanied by biographical sketches of the candidates. Space is provided on the ballots for write-in candidates. Ballots must be returned within fifteen days after mailing. Ballot counting is monitored by two individuals selected by the Board of Directors. A plurality of the votes cast is required for election. If an immediate past president dies, resigns, or is removed for any reason, the position remains vacant until the president assumes the office at the next annual session, provided, however, that if the person who most recently served as immediate past president (the "former immediate past president") prior to the death, resignation, or removal of the individual that created the vacancy in the office of the immediate past president is available and willing to serve as the immediate past president, then the former immediate past president may be appointed by the president to serve as the immediate past president until the next annual session when the president assumes such office. In such a case where a vacancy in the office of immediate past president is not filled, the president serves as chair of the Finance Committee and the nominating committee for president-elect. In the event of the death, resignation, or removal of one or more of the vice presidents, the vacancy created thereby shall be filled in accordance with the procedures set forth at Chapter VIII, Section C.9 of these Bylaws. An individual may not hold two or more elected Association offices simultaneously.
Chapter IV: House of Delegates
Section A. Function. The House of Delegates is the Association’s governing and legislative body.
Section B. Composition. The House of Delegates consists of the following members:
1. Board of Directors
2. The Council of Deans
3. The Council of Faculties
4. Representatives of the Councils of Allied Dental Program Directors; Hospitals and Advanced Education Programs; Sections; and Students, Residents, and Fellows, as specified in Chapter VIII (Councils) of these Bylaws.
5. Representatives of the Corporate Council, as specified in Chapter IX (Corporate Council) of these Bylaws.
Section C. Powers and Duties. The House of Delegates has the following powers and duties:
1. To enact and, where appropriate, enforce policies of the Association;
2. To approve all resolutions, opinions, and memorials in the name of the Association;
3. To elect active, provisional, and honorary members;
4. To approve changes in the Bylaws, Policy Statements, and Position Papers;
5. To approve new sections;
6. To approve the Association’s operating budgets;
7. To establish branch offices of the Association or change the location of the Central Office;
8. To elect the president-elect of the Association;
9. To elect nominees for membership in other organizations when so requested; and
10. To serve as an advocate on behalf of all Association policies and positions.
Section D. Sessions. The House of Delegates normally convenes at the Association’s annual sessions. Special sessions may be called by the president or by request of the membership as specified in the Bylaws.
Section E. Official Call
1. Annual Sessions. The executive director sends each institutional and individual member delegate an official notice of the time and place of each annual session or other House meeting. The notice is sent no fewer than thirty days before the first day of the session or meeting.
2. Special Sessions. The executive director sends each institutional and individual member an official notice of the time and place of each special session along with a statement of the business to be considered. The notice is sent no fewer than thirty days before the first day of the session. No other business except that provided for in the call may be considered unless the members present unanimously agree to consider additional business.
Section F. Quorum. A majority of the delegates constitutes a quorum for the transaction of business at regular or special sessions.
Section G. Presiding Officer. The president is the presiding officer. In the president’s absence, the president-elect is the presiding officer. In the absence of both, past presidents, in reverse order of service, are called on to preside.
Section H. Recording Officer. The executive director is the recording officer and custodian of the House records. Staff and/or a professional recorder may be used to obtain a record of the House proceedings. The executive director ensures that a record of the proceedings is published annually in the Association’s Proceedings.
Section I. Parliamentarian. The executive director, with the approval of the Board of Directors, appoints the parliamentarian.
Section J. Order of Business, Regular Session. The order of business at a regular session of the House of Delegates is as follows, unless changed by a two-thirds affirmative vote of the delegates present and voting:
1. Call to order,
2. Report of quorum by executive director,
3. Approval of minutes of previous session,
4. Reports of officers,
5. Report of Board of Directors,
6. Referrals of reports and resolutions,
7. Action on resolutions,
8. Unfinished business,
9. New business,
10. Installation of officers, and
11. Adjournment.
Section K. Order of Business, Special Session. The order of business at a special session is as follows:
1. Call to order,
2. Report of quorum by executive director,
3. Reading of call for special session,
4. Transaction of business as provided in call, and
5. Adjournment.
Section L. Rules of Order. The rules contained in the latest edition of Sturgis’s Standard Code of Parliamentary Procedure govern the House’s deliberations when not in conflict with these Bylaws.
Section M. Presentation of Resolutions. Resolutions may be presented to the House of Delegates at annual sessions by:
1. The Board of Directors in writing at the Opening Session of the House, and
2. Any delegate in writing at the Opening Session of the House of Delegates.
Between annual sessions, any individual member may submit a resolution to the Board of Directors, which may forward it to the House of Delegates at the next annual session with a recommendation for action. The Board of Directors may submit resolutions to an appropriate Association component group for advice before forwarding the resolution to the House of Delegates.
Resolutions proposing expenditure of Association funds must be accompanied by a cost impact statement estimating the amount of funds required and the period of expenditure. Staff assists resolution drafters in estimating expenditures and periods of expenditure, if requested to do so.
Resolutions proposing changes in the ADEA policies and Bylaws must specify how the ADEA Policy Statements, Position Papers, and Bylaws would be affected.
Section N. Reference Committees. Reference committee members are appointed annually by the Board of Directors. Reference committees hold hearings at the annual sessions on resolutions going to the House of Delegates and make recommendations on those resolutions.
Chapter V: Board of Directors
Section A. Function. The Board of Directors is the Association’s administrative body.
Section B. Composition. The Board of Directors consists of the Association’s elected officers, as specified in Chapter III of these Bylaws, and the executive director (an ex officio member), which comprise a board of eleven members.
Section C. Alternates. A vice president who is unable to attend a Board of Directors meeting may designate one of the other elected council officers to attend in his or her place as a voting member of the Board of Directors for that meeting. The principal officers may not designate alternates.
Section D. Powers and Duties. The Board of Directors has the following powers and duties:
1. To serve as the Association’s administrative body;
2. When the House of Delegates is not in session, to establish ad hoc interim policies, provided that such policies are not in conflict with existing Association policy and are presented for review at the next session of the House;
3. To establish rules and regulations consistent with the Bylaws and to govern the organization, procedure, and conduct of those rules;
4. To report its actions to the House of Delegates at each annual session;
5. To conduct the Association’s planning, including the development of strategic, operational, and related plans, and to apprise the House of Delegates of those plans;
6. To nominate 1) a candidate(s) for ADEA president; 2) candidates for honorary membership; and 3) candidates for membership in other organizations, as well as to appoint representatives to other organizations;
7. To appoint and evaluate the executive director; and
8. To ensure that all accounts of the Association are audited annually and to prepare for House approval of an annual operating budget for the following fiscal year.
Section E. Sessions
1. Regular Sessions. The Board of Directors normally meets at least four times a year either in person or by teleconference.
2. Special Sessions. The president may call a special session at the request of at least three board members, provided that notice of the special session is sent to each member at least ten days before the meeting. No other business except that provided for in the call may be considered unless the members present unanimously agree to consider additional business.
Section F. Quorum. A majority of the board’s members constitutes a quorum for the transaction of business at regular or special sessions.
Section G. Presiding Officer. The president is the presiding officer, and in the president’s absence, the president-elect. In the absence of both, the immediate past president is the presiding officer.
Section H. Recording Officer. The executive director is the recording officer. Staff and/or a professional recorder may be used to obtain a record of meetings.
Section I. Rules of Order. The rules contained in the latest edition of Sturgis’s Standard Code of Parliamentary Procedure govern the Board of Directors’ deliberations when not in conflict with these Bylaws.
Section J. Unanimous Consent Mail Ballots. The Board of Directors is authorized to transact business by unanimous consent in the form of mail ballot. Mail ballots may be sent and returned by mail, facsimile transmission (fax), and/or electronic mail (email). The results of mail ballots are as binding as those obtained at official meetings. The following regulations apply to all mail ballots:
1. Mail ballots should be initiated by an officer or appropriate staff member;
2. Each mail ballot should set forth the specific actions to be considered by the Board of Directors and include a line for his or her signature;
3. A unanimous vote of all the directors then in office is required for approval; and
4. Ballots not returned within thirty days will not be counted.
Chapter VI: Finance Committee of the Board of Directors
Section A. Functions. The Finance Committee is responsible for assisting the executive director in preparing the Association’s budget, monitoring the Association’s finances, and reporting progress and recommendations to the Board of Directors and House of Delegates.
Section B. Composition. The Finance Committee consists of the immediate past president, who is chair, and the president and president-elect.
Section C. Sessions. The Finance Committee meets as requested by the Board of Directors and normally in conjunction with Board meetings.
Section D. Quorum. A majority of the committee’s members constitutes a quorum for the transaction of business.
Section E. Rules of Order. The rules contained in the latest edition of Sturgis’s Standard Code of Parliamentary Procedure govern the deliberations of the Finance Committee when not in conflict with these Bylaws.
Section F. Fiscal Year. The Association’s fiscal year runs from July 1 through June 30.
Section G. Budget. The Board of Directors at each annual session submits an operating budget for the following fiscal year to the House of Delegates for approval.
Chapter VII: Other Standing and Special Committees of the Board of Directors
Section A. Authority. The Board of Directors may appoint standing and special committees to assist it in performing its duties. In all such appointments, the Board of Directors should consider women and underrepresented minorities to serve on such committees. While committees of the board must always have two or more directors, and directors must constitute a majority of committee membership, the board may also appoint advisory committees. Advisory committees may include any individual member of the association and have no limitations concerning director membership.
Chapter VIII: Councils
Section A. Functions. All but one of the councils (the Council of Sections) represent institutions and programs in each of the Association’s institutional membership categories. The Council of Sections represents the Association’s sections. In addition, each council has the following functions:
1. To represent its constituency within the Association and at the member institutions;
2. To recommend to the Board of Directors how the interests of the council’s constituency might be represented through the federal legislative and regulatory processes;
3. To exchange information among its members, with other ADEA component groups, and among member institutions;
4. To work with other ADEA component groups to encourage coordinated approaches to dental and allied dental education and health care delivery;
5. To identify and provide consultation on projects, studies, and reports that will benefit the membership;
6. To introduce resolutions to the Board of Directors and/or House of Delegates; and
7. To meet at annual sessions.
Section B. Composition. The Association’s councils consist of the following members. All council members must be individual members of the Association.
1. The Council of Allied Dental Program Directors consists of the directors (or their alternates) of dental assisting, dental hygiene, and dental laboratory technology education programs in each active, provisional, and affiliate member institution. In member institutions offering more than one allied dental education program, the person (or an alternate) who is the department/division chair or head is also a member of the council. Council membership may also include the directors (or their alternates) of special allied dental education programs at the post-entry level that lead to a baccalaureate or advanced degree. In addition, a member of the Administrative Board who is no longer in any of the above categories may remain a member of the council for the duration of his or her term(s).
Representation in the House of Delegates. The Council of Allied Dental Program Directors is represented in the House by one delegate for every ten of its member programs (or major portion thereof) in each of its four membership categories—dental assisting education, dental hygiene education, dental laboratory technology education, and special allied dental education. Each category is represented by at least two delegates, except for the category of special allied dental education, which is represented by at least one delegate. Administrative Board members are delegates, even if they are additional delegates in their category. The council Administrative Board nominates two candidates for each delegate position that will not be filled by an Administrative Board member. Delegates are then elected by mail balloting of the entire council. Delegates are elected to one-year terms and may be reelected.
2. The Council of Deans consists of the dean (or an alternate) of each active and provisional member institution, the chief dental administrator (or an alternate) of each affiliate member institution conducting non-hospital-based postdoctoral dental education programs, the chief dental officer or administrator (or an alternate) of each affiliate-member federal dental service, and the president (or an alternate) of the Association of Canadian Faculties of Dentistry. In addition, the council includes any members of its Administrative Board who are no longer in the above categories.
Representation in the House of Delegates. All members of the Council of Deans serve as delegates in the House.
3. The Council of Faculties consists of one faculty member (or an alternate) elected by the faculty of each active and provisional member institution, in addition to any members of the Administrative Board who are no longer in the above category. Members are elected to three-year terms, and approximately one-third of the members are replaced or reelected annually according to a schedule maintained in the Central Office. The methods of electing members, removing members for cause, and electing new members to fill unexpired terms are left to the discretion of individual member institutions. Each faculty electing or reelecting a member in a given year is required to notify the Central Office of the name of its representative by January 1 preceding the annual session at which the incumbent faculty member’s term ends.
Representation in the House of Delegates. All members of the Council of Faculties serve as delegates in the House.
4. The Council of Hospitals and Advanced Education Programs consists of the chief of hospital dental service and directors of each accredited residency program in active or provisional member institutions (including hospitals under the same governance as a dental school) and in hospitals that are affiliate members, in addition to any members of the council Administrative Board who are no longer in the above categories and one representative of all non-recognized specialty programs at each institution described above. Each ADEA-member federal dental service may appoint a nonvoting representative to attend meetings of the Council of Hospitals and Advanced Education Programs.
Representation in the House of Delegates. The Council of Hospitals and Advanced Education Programs is represented in the House by one delegate for every ten of its member programs (or major portion thereof). Regardless of the number of member programs, the Council is represented by at least sixteen delegates (the five members of the Administrative Board and one representative each from the recognized and/or accredited programs by the Commission on Dental Accreditation). All Administrative Board members must serve as delegates. The Council Administrative Board, at its annual interim meeting, nominates at least one candidate for each delegate position beyond the sixteen that will not be filled by an Administrative Board member or a recognized specialty representative. Delegates are elected at the ADEA annual session immediately preceding the year of service. Delegates are elected to one-year terms and may be reelected.
5. The Council of Sections consists of the councilor and chair (or their alternates) of each Association section, in addition to any members of the Council Administrative Board who are no longer councilors or chairs of their section. In addition, the chair-elect and secretary from each section are eligible to participate in council meetings and may vote at those meetings. Section chairs-elect and secretaries are not eligible for election to council office.
Representation in the House of Delegates. The Council of Sections is represented in the House by the chair of each section and a councilor elected by each section to a three-year term. Councilors may be reelected to one additional three-year term. Council Administrative Board members who are not section chairs or councilors also serve as delegates. If a section chair and/or councilor is unable to serve as a delegate, the section’s chair-elect and/or secretary serve as delegate alternates. Section chairs-elect and secretaries are not eligible to sit with the council in the House of Delegates unless they have been appointed delegate alternates.
6. The Council of Students, Residents, and Fellows consists of students representing any of the following types of programs conducted by each active, provisional, and affiliate member institution: 1) one representative for a program leading to the D.D.S. or D.M.D. degree, 2) one representative for all students enrolled in postdoctoral education programs, 3) one representative for each dental hygiene education program, 4) one representative for each dental assisting education program, and 5) one representative for each dental laboratory technology education program. The methods of electing members, removing members for cause, and electing new members to fill unexpired terms are left to the discretion of individual member institutions. Each member institution’s chief administrator is required to notify the Central Office of the name(s) of its representative(s) within sixty days after an annual session. Members are elected to one-year terms and may be reelected.
Representation in the House of Delegates. The Council of Students, Residents, and Fellows is represented in the House by its Administrative Board, in addition to twelve predoctoral dental students, two each from the six regions recognized by the council; four postdoctoral dental students, two from hospital programs and two from non-hospital-based programs; and six allied dental students, two each from dental hygiene, dental assisting, and dental laboratory technology education programs. Delegates are elected to one-year terms and may be reelected. All delegates are elected by the Council of Students, Residents, and Fellows at the annual sessions.
7. Alternates. Council members unable to attend a House of Delegates session or a council meeting, or who serve in the House in two or more positions (e.g., as a member of the Council of Faculties and Council of Sections), may appoint alternates to represent them. Members of the Councils of Allied Dental Program Directors; Hospitals and Advanced Education Programs; and Students, Residents, and Fellows must appoint alternates who are members of their council. Members of the Council of Sections must appoint the chair-elect or secretary of their section. Members of the Councils of Deans and Faculties must appoint individuals from their institutions. Delegates representing two or more councils in the House must decide which council they wish to represent and then appoint an alternate(s) for the other council(s) according to the foregoing guidelines. All alternates must be ADEA individual members.
Section C. Administrative Boards
1. Names of Officers. Each council has an Administrative Board consisting of a chair, chair-elect (vice-chair for the Council of Students, Residents, and Fellows), secretary, member-at-large, and vice president (ex officio).
2. Qualifications. A person must be an individual member of the Association and a member of his or her council to be eligible for a council office, with the exception that past Administrative Board members of the Council of Sections who may no longer be members of the council are eligible for nomination as vice president for sections.
3. Duties
a. Chairs. It is the duty of chairs:
1) To provide leadership in meeting council goals and objectives;
2) To chair council meetings; and
3) To plan programs for council meetings.
b. Chairs-Elect. It is the duty of chairs-elect:
1) To chair council meetings in the absence of the chair;
2) To perform any duties requested by the chair; and
3) To serve as chair of the nominating committee to select candidates for council office.
c. Secretaries. It is the duty of secretaries:
1) To record the minutes of council and Administrative Board meetings or to see that they are recorded;
2) To submit the minutes of council annual session meetings to the Central Office within sixty days after the session; and
3) To perform any duties requested by the chair.
d. Members-at-Large. It is the duty of members-at-large:
1) To perform any duties requested by the chair.
e. Vice Presidents. It is the duty of vice presidents:
1) To serve as ex officio council officers and Association officers;
2) To represent the councils’ interests on the Board of Directors;
3) To serve as consultants from the Board of Directors to the councils in conducting their business and meeting their objectives; and
4) To report Board of Directors’ actions to the council.
4. Succession. Except for the Council of Students, Residents, and Fellows, each year the member-at-large succeeds to the office of secretary, the secretary to the office of chair-elect, and the chair-elect to the office of chair. For the Council of Students, Residents, and Fellows, offices are not automatically successive.
5. Nominations. Before each annual session, the chair-elect and two council members who are not officers nominate one or more individuals for the office of member-at-large (and vice president if the incumbent vice president will complete a term at the end of the annual session). For the Council of Students, Residents, and Fellows, the vice-chair and two council members who are not officers nominate one or more individuals for the offices of member-at-large, secretary, vice-chair, chair, and vice president. Additional nominations may be made from the floor at the councils’ annual session meetings.
6. Election and Appointment. Council officers are elected at council annual session meetings. The method of voting is left to the discretion of the council chairs. For the Council of Students, Residents, and Fellows, immediately after the annual session, the four members of the new Administrative Board appoint a council member to serve as a member-at-large.
7. Installation. All council officers, except vice presidents, are installed at council annual session meetings. Vice presidents are installed at annual sessions at the Closing Session of the House of Delegates.
8. Terms of Office. All council officers, except vice presidents, serve one-year terms. Vice presidents serve three-year terms, except for the vice president for students, who may serve up to three consecutive one-year terms if the individual qualifies for membership on the Council of Students, Residents, and Fellows during that entire period. An individual who has served a full term as a vice president (or three consecutive one-year terms as vice president for students), chair, chair-elect, secretary, or member-at-large may not succeed him- or herself in any of those offices.
9. Replacement. An Administrative Board member who ceases to qualify for membership on a council may continue as a council officer for the duration of his or her term(s) on the board. A board member who completely ceases to be active in dental and/or allied dental education must resign his or her office on the council. In the event of the death, resignation, or removal of a council officer, the council administrative board appoints a non-board member of the council to complete the unexpired term(s) of office; provided, however, that if the vacancy created by such death, resignation, or removal is for the office of the vice president, then the council Administrative Board shall appoint a non-board member of the council to serve as the vice president until the next annual session meeting of the council, at which annual session an election (in accordance with this Chapter VIII) shall be held to fill the remainder of the term of the office of the vice president that became vacant by reason of such death, resignation, or removal.
10. Alternates. Council officers may not send alternates to attend council Administrative Board or House of Delegates meetings in their place.
Section D. Sessions. All councils meet at annual sessions. Administrative Boards plan annual session programs and submit program details to the Central Office for publication in the annual session program. The schedule of council programs is determined by the Board of Directors. Councils able to provide funding may hold additional conferences between annual sessions.
Section E. Quorum. A majority of the members of a council constitutes a quorum for the transaction of business.
Section F. Rules. The rules for councils are included in Chapter XII (Rules for Councils, the Corporate Council, Sections, and Special Interest Groups) of these Bylaws.
Chapter IX: Corporate Council
Section A. Functions. The Corporate Council has the following functions:
1. To represent the corporate members within the Association;
2. To apprise corporate members of relevant Association activities;
3. To establish criteria for, and advise the Board of Directors on, approval of applications for corporate membership;
4. To exchange information among its members, with other component groups of the Association, and among the Association’s member institutions;
5. To serve in a liaison role between the corporate and academic members of the Association;
6. To impart corporate members’ knowledge to other Association members;
7. To work with other component groups of the Association to encourage coordinated approaches to dental and allied dental education and care delivery;
8. To identify projects, studies, and reports that will benefit the council’s and/or the Association’s membership and to provide consultation on those projects, studies, and reports;
9. To introduce appropriate resolutions to the House of Delegates and/or Board of Directors; and
10. To meet at annual sessions.
Section B. Composition. The Corporate Council consists of the official representative of each corporate member.
Section C. Representation in the House of Delegates. The Corporate Council is represented in the House of Delegates by three of its four elected officers: the 1) chair, 2) chair-elect, and 3) vice president.
Section D. Officers
1. Names. The Corporate Council has five officers: a chair, chair-elect, secretary, member-at-large, and vice president (ex officio).
2. Qualifications. An individual must be a member of the Corporate Council to be eligible for a Corporate Council office.
3. Duties
a. Chair. It is the duty of the chair:
1) To provide leadership in meeting Corporate Council goals and objectives;
2) To chair Corporate Council meetings; and
3) To plan programs for Corporate Council meetings.
b. Chair-Elect. It is the duty of the chair-elect:
1) To chair Corporate Council meetings in the absence of the chair;
2) To perform any duties requested by the chair; and
3) To serve as chair of the nominating committee to select candidates for Corporate Council office.
c. Secretary. It is the duty of the secretary:
1) To record the minutes of Corporate Council meetings or to see that they are recorded;
2) To submit the minutes of the Corporate Council’s annual session meetings to the Central Office within sixty days; and
3) To perform any duties requested by the chair.
d. Member-at-Large. It is the duty of the member-at-large to perform any duties requested by the chair.
e. Vice President. It is the duty of the vice president:
1) To serve as a Corporate Council officer and a voting member of the Board of Directors;
2) To represent the council’s interests on the Board of Directors;
3) To serve as a consultant from the Board of Directors to the council in conducting its business and meeting its objectives; and
4) To report Board of Directors’ actions to the council.
4. Succession. Each year, the member-at-large succeeds to the office of secretary, the secretary succeeds to the office of chair-elect, and the chair-elect to the office of chair.
5. Nominations. Before each annual session, the Corporate Council nominates one or more individuals for the office of member-at-large and vice president. Additional nominations may be made from the floor at the council’s annual session meeting.
6. Election and Appointment. Corporate Council officers are elected at the council’s annual session meetings. The method of voting is left to the discretion of the council chair.
7. Installation. All Corporate Council officers are installed at the council’s annual session meetings.
8. Terms of Office. All Corporate Council officers except vice presidents serve one-year terms.
9. Limitation of Terms. An individual who has served three consecutive one-year terms as a vice president, or as chair, chair-elect, secretary, or member-at-large, may not succeed him- or herself in any of those offices.
10. Replacement. An officer who ceases to be a member of the Corporate Council must resign the office at the time he or she ceases to be a member. In such an instance, or when a council officer resigns for any other reason, the other officers appoint another council member to serve out the unexpired term (or successive terms) of office. An individual may not hold two or more Corporate Council offices simultaneously.
11. Alternates. Corporate Council officers may not send alternates to attend meetings in their place, except that council officers unable to attend a House of Delegates session may appoint alternates to represent them. Such alternates must be members of the Corporate Council.
Section E. Sessions. The Corporate Council meets at annual sessions and may meet at other times of the year as appropriate. The officers plan annual session programs and submit program details to the Central Office for publication in the annual session program. The scheduling of the Corporate Council’s program is determined by the Board of Directors.
Section F. Quorum. A majority of the members of the Corporate Council constitutes a quorum for the transaction of business.
Section G. Rules. The rules for the Corporate Council are included in Chapter XII (Rules for Councils, the Corporate Council, Sections, and Special Interest Groups) of these Bylaws. In addition, the following rule applies to corporate members: they may not cite corporate membership for commercial purposes, e.g., to imply ADEA endorsement of products and services.
Chapter X: Sections
Section A. Functions. A Section is a programmatic group that provides an opportunity for its members to exchange information on the Section’s specific academic and administrative interests.
1. Both academic and administrative sections are periodically asked by the House of Delegates, Board of Directors, president, and executive director to undertake assignments and to comment on appropriate materials.
2. A Section is further encouraged to initiate projects and studies of benefit to the Association and its members.
3. A Section may submit resolutions to the House of Delegates.
Section B. Participation and Membership in a Section. Each Section consists of any Individual, Student, Retired, and Honorary ADEA member interested in the Section’s particular academic or administrative area. An ADEA member may join any number of Sections and may vote, hold office, participate in the business affairs, and attend any meeting of a Section to which he or she belongs.
Section C. Sections Listing. The Association has the following Sections:
Academic Affairs
Anatomical Sciences
Behavioral Sciences
Biochemistry, Nutrition, and Microbiology
Business and Financial Administration
Clinic Administration
Clinical Simulation
Community and Preventive Dentistry
Comprehensive Care and General Dentistry
Continuing Education
Dental Anatomy and Occlusion
Dental Assisting Education
Dental Hygiene Education
Dental Informatics
Dental School Admissions Officers
Development, Alumni Affairs, and Public Relations
Educational Research/Development and Curriculum
Endodontics
Gay-Straight Alliance
Gerontology and Geriatrics Education
Graduate and Postgraduate Education
Minority Affairs
Operative Dentistry and Biomaterials
Oral and Maxillofacial Pathology
Oral and Maxillofacial Radiology
Oral and Maxillofacial Surgery, Anesthesia, and Hospital Dentistry
Oral Biology
Oral Diagnosis and Oral Medicine
Orthodontics
Pediatric Dentistry
Periodontics
Physiology, Pharmacology, and Therapeutics
Postdoctoral General Dentistry
Practice Management
Prosthodontics
Student Affairs and Financial Aid
Section D. Formation of a Section
1. To form a new section, a group must have begun as a Special Interest Group (SIG; see Chapter XI, Section D. Formation of a SIG). When Section status is desired, the SIG must:
a. Notify the chair of the Council of Sections Administrative Board and Council of Sections staff liaison of the intent to propose a new Section.
b. Prepare a proposal to support the case following criteria established by the Council of Sections Administrative Board.
c. Submit the completed proposal to the chair of the Council of Sections Administrative Board and the Council of Sections staff liaison no later than September 1.
2. The Council of Sections Administrative Board considers each proposal to form a new Section at its interim fall meeting.
a. If the proposal is approved, the Council of Sections Administrative Board forwards the recommendation to the Board of Directors for consideration at its January meeting.
b. If the recommendation is approved by the Board of Directors, the Board of Directors forwards a resolution to form the new Section to the House of Delegates for hearing at the subsequent annual session.
c. Only the House has the authority to approve a resolution to form a new Section. Upon approval by the House of Delegates, a new Section begins operation immediately. If the proposal is not approved, the SIG may resubmit its request in a subsequent year.
Section E. Review. The Council of Sections Administrative Board reviews each Section annually. A review of performance is based on criteria established by the Council of Sections Administrative Board and announced annually in advance of the review.
1. The Administrative Board may impose corrective actions, including probation, for those Sections that fail to submit annual reports or perform prescribed functions.
2. The Council of Sections Administrative Board may recommend that a Section be disbanded or suggest that two or more Sections be merged into one Section based on strong similarities.
a. The Council of Sections Administrative Board forwards a recommendation that a Section be disbanded or merged to the Board of Directors.
b. If the recommendation is approved by the Board of Directors, the Board of Directors forwards an appropriately worded resolution to the House of Delegates for hearing at the subsequent annual session.
c. Only the House of Delegates has the authority to disband a Section or merge Sections.
Section F. Officers and Term of Office. Each Section has a councilor, who serves a three-year term of office, and a chair, chair-elect, and secretary, who serve one-year terms in each office in succession.
1. Qualifications. A person must be a member of the Association and a member of the Section to be eligible for office in that Section. In the instance of councilor, the person must first have served through the officer positions, including the chair, to be eligible for election to the councilor position.
2. Duties.
a. Councilor. The duties of a councilor are to:
1) provide continuity of leadership for the Section and mentoring of new Section officers;
2) attend the ADEA annual session and interim fall meetings of the Council of Sections;
3) serve as a delegate in the House of Delegates during the annual session;
4) assist in planning, implementing, and assessing Section programs and projects;
5) prepare and submit the Section annual report after each annual session to the Council of Sections staff liaison; and
6) serve as Section liaison with the Council of Sections Administrative Board.
b. Chair. The duties of the chair are to:
1) provide leadership in the coordination of Section activities;
2) chair section meetings;
3) plan programs for Section meetings; and
4) serve as a delegate in the House of Delegates during the annual session.
c. Chair-Elect. The duties of the chair-elect are to:
1) serve as chair in the absence of the chair;
2) perform any Section-related duties requested by the chair;
3) serve as chair of the nominating committee to select candidates for Section office; and
4) serve as the program chair for the Section and be responsible for submitting program proposals annually to the ADEA Annual Session Planning Committee for review.
d. Secretary. The duties of the secretary are to:
1) record the minutes of Section meetings and disseminate them to the Section membership;
2) submit the minutes and current officer contact information to the Section councilor for submission with the Section annual report to the Council of Sections staff liaison;
3) publish and disseminate a Section newsletter; and
4) perform any Section-related duties requested by the chair.
3. Succession. Each year the secretary succeeds to the office of chair-elect, and the chair-elect succeeds to the office of chair. There is no automatic succession to the office of councilor.
4. Nominations. Before each annual session, the nominating committee (chair-elect and two Section members who are not officers) nominates one or more individuals for the office of secretary. Every third year, the committee nominates one or more individuals for the office of councilor. Additional nominations for these offices may be made from the floor at the Section annual session business meeting.
5. Election. Section officers are elected at the Section business meeting held at the annual session. The method of voting is left to the discretion of the chair.
6. Installation. All section officers take office after the conclusion of the Closing of the House of Delegates at the annual session.
7. Consecutive and Simultaneous Terms of Office. A Section councilor may serve two consecutive three-year terms. A person may not hold more than one Section officer position simultaneously or hold office in more than one Section simultaneously.
8. Replacement of Vacancy. If the position of chair, chair-elect, or secretary becomes vacant, the remaining Section officers appoint another member of the Section to serve out the unexpired term. If the councilor is unable to serve for any reason, a new councilor will be elected by mail or electronic ballot by the Section members to serve out the unexpired term.
Section G. Quorum. Sections have no quorum requirement for the conduct of business.
Section H. Rules. The rules for Sections are included in Chapter XII (Rules for Councils, the Corporate Council, Sections, and Special Interest Groups) of these Bylaws.
Chapter XI: Special Interest Groups
Section A. Functions. A Special Interest Group (SIG) provides an opportunity for its members to exchange information and work together on specific academic or administrative interests in dental, allied dental, and advanced dental education. The structure of a SIG provides an opportunity and allows a means for a group of ADEA members to focus on areas of common interest.
1. A SIG may be assigned tasks by the Board of Directors, House of Delegates, or the Council of Sections Administrative Board on related studies of benefit to the Association and its members.
2. Each SIG chair may be an active but nonvoting member of the Council of Sections.
3. A SIG is not represented in the House of Delegates and may not submit a resolution to the House of Delegates.
Section B. Participation and Membership in a SIG. A Special Interest Group consists of any Individual, Student, Retired, and Honorary ADEA member interested in the SIG’s particular academic or administrative area. An ADEA member may join any number of SIGs and attend any meetings of a SIG to which he or she belongs.
Section C. Special Interest Groups Listing. The Association has the following SIGs:
Career Development for the New Educator
Cariology
Dental Hygiene Clinical Coordinators
Foreign-Educated Dental Professionals
Implant Dentistry
Legal Issues
Temporomandibular Disorders
Tobacco-Free Initiatives
Section D. Formation of a Special Interest Group
1. To form a new Special Interest Group, an individual or group must:
a. Notify the chair of the Council of Sections Administrative Board and the Council of Sections staff liaison of the intent to propose a new SIG.
b. Prepare a proposal to support the case following criteria established by the Council of Sections Administrative Board.
c. Submit the completed proposal to the chair of the Council of Sections Administrative Board and the Council of Sections staff liaison.
2. The Council of Sections Administrative Board considers each proposal.
a. If the proposal is approved, the Council of Sections Administrative Board forwards its recommendation to the Board of Directors for review at the board meeting subsequent to approval of the proposal.
b. If the proposal is approved by the Board of Directors, the SIG begins operation immediately upon notification by the chair of the Council of Sections Administrative Board.
Section E. Becoming a Section
1. After two to five years of viable leadership and sustainable membership, a SIG may apply to form a Section although it is not required to do so.
2. If the SIG chooses to form a Section, it must form a leadership organizational structure similar to that of a Section by electing or appointing a chair, chair-elect, and secretary.
Section F. Review. Each year, the Council of Sections Administrative Board reviews each SIG and its performance based on criteria established by the Council of Sections Administrative Board.
1. The Administrative Board may impose corrective actions, including probation, for a SIG that fails to submit an annual report or perform prescribed functions.
2. The Council of Sections Administrative Board may disband a SIG.
Section G. Officer and Term of Office. Each Special Interest Group must have a chair, who serves a one-year term. The SIG may have a leadership structure similar to that of a Section (i.e., chair, chair-elect, and secretary), but it is not required to do so.
1. Qualifications. A person must be a member of the Association and a member of the SIG to be eligible for office in that SIG.
2. Duties.
a. Chair. The duties of the chair are to:
1) provide leadership in the coordination of SIG activities;
2) chair SIG meetings;
3) plan programs for SIG meetings;
4) record the minutes of SIG meetings and disseminate them to the SIG membership; and
5) submit the SIG annual report, business meeting minutes, and current officer contact information to the Council of Sections staff liaison;
b. If a SIG chooses to have a leadership organizational structure similar to that of a Section, see Chapter X. Section F. Articles 2b-2d for officer duties.
3. Succession. If a SIG chooses to have a leadership organizational structure similar to that of a Section (i.e., chair, chair-elect, and secretary), the secretary succeeds to the office of chair-elect, and the chair-elect succeeds to the office of chair.
4. Nominations. If a SIG has a leadership organizational structure similar to that of a Section, before each annual session, the nominating committee (chair-elect and two SIG members who are not officers) nominates one or more individuals for the office of secretary.
5. Elections. Each year, a chair is elected to serve a one-year term. SIG officers are elected at the SIG business meeting held at the annual session.
6. Installation. A Special Interest Group officer takes office at the conclusion of the annual session.
7. Consecutive and Simultaneous Terms of Office. A Special Interest Group chair may serve a one-year term. If the SIG chooses to maintain one officer position versus creating the organizational structure of a Section, the position of chair must be reaffirmed by the membership annually. A person may not hold office in more than one SIG simultaneously.
8. Replacement of Vacancy.
a. If the position of chair becomes vacant, the SIG members must nominate and elect another member of the SIG to serve out the unexpired term by mail or electronic ballot.
b. If a SIG chooses to have a leadership organizational structure similar to that of a Section (i.e., chair, chair-elect, and secretary), the remaining officers will appoint a SIG member to serve out the unexpired term of the officer whose position has become vacant.
Section H. Quorum. Special interest groups have no quorum requirement to conduct business.
Section I. Rules. The rules for Special Interest Groups are included in Chapter XII (Rules for Councils, the Corporate Council, Sections, and Special Interest Groups) of these Bylaws.
Chapter XII: Rules for Councils, the Corporate Council, Sections, and Special Interest Groups
The above groups are hereinafter referred to in this chapter as "component groups" or "groups."
Section A. Finances. Component groups conduct their own financial affairs; however, records and accounts are maintained in the Central Office. A special allocation, the amount of which is determined annually by the Board of Directors and House of Delegates, is available for the group’s annual expenditures. The allocated funds may be used by a group for any reasonable expenditures. The group may charge annual session expenditures to the Association’s master account, provided that an appropriate request is submitted to the Central Office at least sixty days before an annual session. Groups anticipating expenditures in excess of their annual allocation must submit to the Board of Directors a written request for additional expenditures. In addition, all group requests for funding from outside organizations must receive prior Board of Directors’ approval.
Section B. Employment. Component groups may not employ an individual whose services may require reimbursement by the Association, except on authorization of the Board of Directors.
Section C. Contracts. Component groups may not produce a contract that in any way involves the Association, except on authorization of the Board of Directors.
Section D. Establishment of Policy. Component groups have the privilege of recommending Association policy. However, they are not authorized to initiate or implement a new policy or to alter or extend an existing policy without prior reviews and approval by the Board of Directors and the House of Delegates.
Section E. Public Statements. Component groups and their members may not issue a public statement in the name of either the group or the Association unless 1) authority has been granted by the Board of Directors, and 2) the statement is clearly in accord with policies of the Association as expressed by the House of Delegates and the Board of Directors.
Section F. Communication. Communications dealing with major component group activities or policy should be sent to all group members by the chair or another officer.
Section G. Relations with Other Organizations and Agencies. No component group is authorized to appoint an official representative to another organization unless authorized to do so by the Board of Directors.
Section H. Relations with Other Component Groups. Component group chairs should refer to the executive director all matters that properly are the concern of another component group. Requests for information or assistance from another component group should be channeled through the executive director’s office.
Section I. Additional Rules for Component Groups. Component groups may prepare additional rules needed to conduct their affairs, provided that those rules are consistent with the Association’s Bylaws. Such additional rules should be transmitted to the executive director for his or her records.
Section J. Rules of Order. The rules contained in the latest edition of Sturgis’s Standard Code of Parliamentary Procedure govern the component groups’ deliberations in all cases when not in conflict with these Bylaws.
Section K. Mail Ballots. Component groups are authorized to transact business by mail ballot. Mail ballots may be sent and returned by mail, facsimile transmission (fax), and/or electronic mail (email). The results of mail ballots are as binding as those obtained at official meetings. The following regulations apply to all mail ballots:
1. Mail ballots should be initiated by an officer or appropriate staff member;
2. Each mail ballot should include enough information to allow recipients to register an opinion on the issue in question;
3. A majority affirmative vote of the ballots cast is required for approval; and
4. Ballots not returned within thirty days will not be counted.
Chapter XIII: Executive Director
Section A. Function. The executive director is the Association’s appointed chief administrative officer. In the absence of any other persons so appointed or elected by the Association, the executive director shall serve as the secretary and the treasurer of the Association.
Section B. Appointment. The executive director is appointed by the Board of Directors.
Section C. Tenure of Office and Salary. The Board of Directors determines the tenure of office and salary of the executive director. No one term may exceed five years.
Section D. Duties
1. To serve as the principal spokesperson for the Association, along with the president of the Board of Directors, in dealing with the profession and the public;
2. To serve as the chief administrator of the Central Office and all of its branches;
3. To provide for the maintenance of the Central Office and all property and offices owned or operated by the Association;
4. To employ and evaluate all members of the Association’s staff;
5. To coordinate the activities of all committees, councils, administrative boards, standing committees, and other Association component groups;
6. To approve applications for affiliate institutional membership;
7. To serve as the custodian of all monies, securities, and deeds belonging to the Association;
8. To prepare financial reports for the Board of Directors;
9. To disburse the Association’s funds at the direction of the Board of Directors, provided those disbursements are consistent with the annual budget approved by the House of Delegates;
10. To cause all employees entrusted with Association funds to be bonded by a surety company and to determine the amount of the bond;
11. To supervise the publication and distribution of all Association publications;
12. To determine the time and location of annual sessions;
13. To notify individual and institutional members of annual and special sessions of the House of Delegates;
14. To provide a program for annual sessions;
15. To present an annual report of the activities of the Central Office;
16. To publish an annual Proceedings of the Association; and
17. To perform such other duties as may be determined by the Board of Directors and the president.
Chapter XIV: Editor and Official Publication
Section A. Appointment of the Editor. The Association’s editor is appointed by the Board of Directors.
Section B. Tenure of Office and Remuneration. The Board of Directors determines the tenure of office and remuneration for the editor. No one term may exceed five years.
Section C. Duties of the Editor
1. To serve as the editor of the Journal of Dental Education;
2. To consult with the Board of Directors in the selection of the Editorial Review Board;
3. To exercise, with the Editorial Review Board, editorial control over the Journal of Dental Education, subject to the policies and procedures established by the Board of Directors and these Bylaws; and
4. To perform such other duties as may be determined by the Board of Directors.
Section D. Official Publication
1. Title. The Association publishes an official journal under the title of the Journal of Dental Education, hereinafter referred to as "the journal."
2. Objective. The objective of the journal is to report, chronicle, and evaluate scientific and professional developments and Association activities of interest to dental and allied dental educators.
3. Frequency of Issue and Subscription Rate. The frequency of issue and the subscription rate of the journal are determined by the Board of Directors on recommendations of the editor and the Editorial Review Board.
4. Editor. The Association’s editor is the editor of the journal.
Chapter XV: Representatives to Other Organizations
Section A. Nominees for Membership on the Council on Dental Education and Licensure, Commission on Dental Accreditation, and the Joint Commission on National Dental Examinations. When necessary, the Board of Directors confers between November 1 and December 31 to select a candidate(s) for nomination to membership on the American Dental Association’s Council on Dental Education and Licensure, a candidate(s) for nomination to the Commission on Dental Accreditation, and a candidate(s) for nomination to membership on the Joint Commission on National Dental Examinations. The candidates are nominated at the same time the Board of Directors selects a nominee for president-elect. Additional nominations may be made from the floor at the Opening Session of the House of Delegates. If there are additional nominations, the election procedures are the same as those provided in Chapter III of these Bylaws. If there are no additional nominations, nominees are declared elected at the Opening Session. Individuals may not serve simultaneously as a principal officer of ADEA (president, president-elect, or immediate past president) and as a member of the American Dental Association’s Council on Dental Education and Licensure and the Commission on Dental Accreditation.
Section B. Representatives to Other Organizations. Representatives to other organizations are appointed by the Board of Directors, which also determines the organizations to which the Association appoints such representatives.
Chapter XVI: Conflicts of Interest
Individuals who serve as Board of Directors members or are appointed or elected to represent the Association in its relations with other private organizations or government agencies; who serve as council, section, and/or special interest group officers; who serve in an advisory or consultative role for the Association individually or through group or committee assignments; or who are otherwise involved in Association policy and administrative matters do so in a representative or fiduciary capacity and, at all times while serving in such positions, shall further the interests of the Association as a whole. Those individuals should avoid:
1. Placing themselves in a position where personal or professional interests may conflict with their duty to the Association;
2. Using information learned through their position for personal gain or advantage; and
3. Obtaining for a third party an improper gain or advantage.
Individuals described in this chapter shall disclose to the executive director any situation that might be construed as placing the individual in a position of having an interest that may conflict with his or her duty to the Association. When doubt exists about whether there is a conflict, the doubt will be resolved by a majority vote of the Board of Directors.
While serving the Association, the individual shall comply with this conflicts of interest policy and avoid even the appearance of impropriety. When the conflict is relevant to a pending matter, the interested individual shall retire from the room, shall not participate in any deliberation or provide any information regarding the matter under consideration, and shall not vote on the matter. These actions should be noted in the meeting minutes.
Such individuals have an ongoing duty to promptly inform the executive director of any potential conflicts relevant to Association matters that have not previously been disclosed.
Chapter XVII: Indemnification and Limitation of Liability
Section A. Indemnification. Unless expressly prohibited by law, the Association shall fully indemnify any person made, or threatened to be made, a party to an action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that such person, or such person’s testator or intestate, is or was a director, officer, employee, or agent of the Association or serves or served any other enterprise at the request of the Association, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid or to be paid in settlement incurred in connection with such action, suit, or proceeding.
Section B. Limitation of Liability. Provided the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, officers, directors, and other persons who perform services for the Association and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the Association in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property, or service to the volunteer or employee, act or omission that occurred prior to the effective date of the District of Columbia Nonprofit Corporation Amendment Act of 1992, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Association is liable only to the extent of the applicable limits of insurance coverage it maintains.
Chapter XVIII: Amendments
Section A. Procedure to Amend the Bylaws. These Bylaws may be amended at an annual session of the House of Delegates by a two-thirds affirmative vote of the members present and voting, provided the proposed amendment is presented in writing to the House during the Opening Session. The vote on the amendment, or amendments, is taken during the Closing Session of the House of Delegates.
Section B. Procedure to Amend the Articles of Incorporation. The Articles of Incorporation of the Association may be amended at an annual session of the House of Delegates by a two-thirds affirmative vote of the members present and voting, provided the proposed amendment is presented in writing to the House during the Opening Session. The vote on the amendment, or amendments, is taken during the Closing Session of the House of Delegates.